File Copy CERTIFICATE OF INCORPORATION OFA PRIVATE LIMITED COMPANY Company No. 8607077 The Registrar of Companies for England and Wales, hereby certifies that CAR SOUND MEDIA LTD is this day incorporated under the Companies Act 2006 as a private company, that the company is limited by shares, and the situation of its registered office is in England and Wales Given at Companies House, Cardiff, on 12th July 2013 a IMT @: 2A s ag *N08607077M* Rigor sea of Companies House — forthe record. — ‘The above information was communicated by electronic means and authenticated by the Registrar of Companies under Section 1115 of the Companies Act 2006Companies House — for the record — INO1(ef) Application to register a company Received for filing in Electronic Format on the: 1072013 oe Company Name in full: Company Type: Situation of Registered Office: Proposed Register Office Address: CAR SOUND MEDIA LTD Private limited by shares England and Wales 53 SLADE LANE MANCHESTER UNITED KINGDOM M13 0GW I wish to adopt entirely bespoke articles Electronically Filed Document for Company Number: 08607077 Page:Company Director Type: Full forename(s): Surname: Former names: Service Address. 1 Person MR IMTIAZ, ASHRAF $3 SLADE LANE MANCHESTER, UNITED KINGDOM M13 0GW Country’State Usually Resident: UNITED KINGDOM Date of Birth: 2607/1973 Nationality: BRITISH Occupation: CO DIRECTOR Consented to Act: ¥ Date authorised: 120712013 Authenticated: YES Electronically Filed Document for Company Number: 08607077 Page:Statement of Capital (Share Capital) Class of shares ORDINARY Number allotted 100 Aggregate nominal 100 7 value Currency cpp Amount paid per share 0 Amount unpaid per share 1 Prescribed particulars ORDINARY SHARE WITH FULL VOTING RIGHTS, ENTITLED TO RECEIVE DIVIDENDS AND DISTRIBUTIONS UNDER ALL CIRCUMSTANCES Statement of Capital (Totals) Currency GHP Total number 499 of shares Total aggregate ggrege 100 nominal value Electronically Filed Document for Company Number: 08607077 PagesInitial Shareholdings Name: IMTIAZ ASHRAF Address; 53 SLADE LANE Class of share: MANCHESTER UNITED KINGDOM M13. 0GW Number of shares: Currency: Nominal value of each share: Amount unpaid: Amount paid: ORDINARY 100 CBP Electronically Filed Document for Company Number: 08607077 PagessStatement of Compliance I confirm the requirements of the Companies Act 2006 as to registration have been complied with memorandum delivered by an agent for the subscriber(s): Yes Agent's Name: FORMATIONS DIRECT LTD Agent's Address: IST FLOOR 47 BURY NEW ROAD PRESTWICH ENGLAND M25 9JY Authorisation Authoriser Designation: agent Authenticated: Yes Agent's Name: FORMATIONS DIRECT LTD Agent's Address: IST FLOOR 47 BURY NEW ROAD, PRESTWICH ENGLAND M25 9JY End of Electronically Filed Document for Company Number: 08607077 Page:sCOMPANIES ACT 2006 COMPANY HAVING A SHARE CAPITAL [MEMORANDUM OF ASSOCIATION “Memorandum of assvation of CAR SOUND MEDIA LTD Fach subsribr to this memoranda of association Wises to fom a company under the Compan become a member ofthe company and take at east one share Act 2006 and agices to Name of subseriber MRIMTIAZ ASHRAF Dated 110072013ARTICLES OF ASSOCIATION PARTY INTERPRETATION AND LIMITATION OF LIABILITY Detined terms Tn those articles, unas the context requires there: Allocation Notice has the meaning given to tha term in Artiste 38.125, ‘appoint hus the meaning given to tha term ia Ail 17.1 Articles means the company’s artle of association fo theme bung in oe: [Articles means the articles of assoctation set out bn this document which, together with dhe Model Articles (a ‘modified or excluded by this document) forming part of the articles, and Article shall be construed according ‘user has the meaning given to that term in Article 38.125, call asthe mouning sven to that tem in Ac 26. all notice has the meaning given to that term in Amtile 26.1; call payment date has the meaning gven to that term In Article 202.15, ‘company’s tien has the meaning given to that term in Anil 24 ‘Clear Days means (in relation to the period of # notice) that period excluding the day when the notice is slven or deemed tbe given and the da for whichis given or om which iis to take effect: (Conflict has the meaning given to that tin Artile 11.2: conflicted director moans a director who has or could have, a Confit in situation involving the compsny end ‘consaquently whose vote is nat tobe counted in any vot to authorise such Conic and who isnot o be counted -articipating in the quorum fr the meeting (or part ofthe meting) at which such materi tobe voted upon: ‘corporate representative has the meaning given to tha term in Article 85; "Excess Securities has the meaning given to that term in Artile 2.32; “Excess Shares hus the meaning given to that term in Article 38.11.15, Ider in lation to shares means the poison whose name is eatrol inthe rpstr of mombers asthe holder ofthe shares or inthe cas of a share in respct of which a share warrant has bee issued (and aot canceled), the pason in possession ofthat warrant jan enforcement notice isthe mcuning piven to tht tem in Ace 25; Market Value has the meaning given to that term in Article 38.4.1; Model Ardcies means the moda artiles for private companics limitad by shazos contained in Schedle of the Companies (Model Articles) Regulations 2008 (St 200913229) as amended prio to the date of adoption of thse articles ‘nor-conficted director means any director who fs nota confit direto: (Ofer Notice has the meaning ven to that term in Articles 43.9 and 38.10: pardly-pald in rolation to share moans that past ofthat share’s nominal value or any pomium at whi {stuod has aot boen pad othe company: Proposed Sale Price has the meaning given o that ferm in Article 38.2%: proxy noiication address has the meaning given to that term in Article 84.1: ‘relevant officer has the meaning given to that term in Articles 59.3.2 oF 60.2. ‘relevant loss has the meaning given 0 that term In Article 60.2.2: relevant rate has the meaning given to that term in Article 292. Sale Price has the meaning given to that term in Article 38-4; Sale Shares and Sale Share have the meanings respectively given to those terms in Artile 38.2.1; Seller has the meaning given to tha term in Article 38.1, ‘Total Transfer Condition has the meaning given to that term in Article 38.2.5 transfer or transferring has the meaning given to thove terms respectively in Article 37. ‘Transfer Notice has the meaning given to that term in Article 38.15, United Kingdom moans Gret Brinn and Northern teland: ‘Valuers means the auditors forthe timo boing ofthe Company, unless the auditors sive notice tothe Company tht they decline an instuction to report on the mutts in question, when the Values shall bo a frm of ehartord accountants ageal butwoon the Seller ad the dirctors or in default of such agraomont within 10 working days following the notice rom the auditors dectining to report as appoint by the President ofthe Institute of Chtred Accountants in England and Wales on the aplication of any such patyand Writing means the representation or reprodction of word, symbols or other information in visible form by any method or combination of methods, whether sent or supplied in elettonic Form o other. Sie as otherwise specifiy provided in these Arties, words and expression which have parieular meanings in the Model Arieles shall have the same meanings in these Articles, subject to which and unless the context, otherwise requires, words and expressions which have particular meanings inthe Companies Act 2006 asin force on te date when these Articles become binding on the company shall have the same meanings in these Arts. endings in these Arles are used lor convenience ealy aad shall not alfect the constuction or ineprctation of these Amicles. Uinles expressly provided otherwise, seference 19 statute, samory provision or subordinate legislation is ‘efernce wit as isin force fom tine to ie and shal include any ofr, regulations oy sabouinatelpsaton ‘oa tim to tie made under it and any amendiento¢ re-ensctinent of tor any such onders, regulations or subordinate legislation for the time boing in force. ‘Ans phrase introduced by the tems "including”, “ince”, "in particule” or any similar expression shall bo ‘omstrucd asillstrative and shall not imi the sens of the words proveding thos ters The Model Articles shall apply to the company, exeet in 0 fart they are mid o excluded by these ticks Articles 7,8, 11() and 3), 182), 18(1) 4 (8 inclusive, 172), 15), 21, 2665) 444), 45(1), 463) 52 and $3 of| the Model Atictes shall not aply tothe company PART? DIRECTORS DIRECTORS’ POWERS AND RESPONSIBILITIES Directors! general authority Atcle of the Model Arcs aba be amend by the tion ofthe words “and tothe applicable provisions for the te being ofthe Companies Act", afer the phrase “wbject othe ales 2w Change of Company name Without prejudice tothe generality of Aeicle2, the directors may resolve in secordance with Aik Sto change the Company's Commitces Wher a provision of the anticles refers tothe exercise of a power, autbority or disretion bythe directors and that power, thority discretion has been selegnted hy the directors to 8 commits, the provision shall be constved as permitng the exeeise of power authontyordseretion by the committe. DECISION-MAKING BY DIRECTORS Directors t take decisions callectively st "Tho gonerl rule about decision-making by doctors is that any decision ofthe diectrs must be taken as a majority ovision at a meting of a a directors writen resolution in accordance with Aricle 6 (Directors writen ‘esolutions) or otherwise a8 a unanimous decison taken in accordance with Arle 7 (Unanimous decisions} 52 tr 52 the company only has one director forthe time being, and 522 zn provision of the aicles requires it tohave more than one discon the general rule does net apply, and the director may (for so long ashe remains the sole director) ake decisions without read to any ofthe provisions of the articles relating te directors’ decision-making 53 Subject othe artiles, each dretor participating ina directors’ esting has one vote Directors written resolutions st ‘Any director may propose a directors’ wten resolution by giving notice in writing ofthe proposed resolution to each ofthe othr ductors (including aerate dvccos). 62 the company hts appointed a company secretary, the company secretary must propose a distor” written resolution if a dirstor 39 requasts by giving notice in writing Lo each of the other rectors (including alternate director) 63 ‘Notice ofa proposed directors" writen rsolton must indicat: 6a ‘the propesed resolution: and 632 the time by which itis proposed tht the directors should adopt it 64 ‘A proposed directors” writen resolution is adopted when a majority of the mon-conllicted directors (or their alternates) have signed one of more copes of it, provided that those directors. (or their atemates) would have formed a quorum ata dirctors" meeting Were the resolution to have been propesed at such meeting, 6s (Once a directors” waitenraslution has been adopted, it must bo uoated as iF it had bona dacsion taken at @ lucctrs' moctng in accordance withthe articles. Unanimous decisions a ‘A decision ofthe directors is taken in accordance with this Article 7 when all on-conflicted directors indicate wo each other by any means tha they share a common view on att 2 ‘A decision may not be taken in aeonanee wth this Ale 7.2 ifthe non-conMlictal directors would not have Tovmod a quonim ata director meeting had the mtr heen proposed as a resolution at sich a mecting. 3 (Once. directors” unanimous decision i taken in accordance with this Article 7 it met be rent a if tad Been 9 ovision taken ata doctors" meeting in assordance withthe Artis, ings dinectors’ meeting “Aticle 9 ofthe Model Article shall b amended by au inserting the words “each of" before the words “te directors a2 by inserting the phase “Cnclding allerate divers) owhather or wot he is absent ftom the UK" afer the woud "he doctors a3) by inserting the words “subject to article 9.4" atthe beginning of article 9(3) ofthe Model Antics: and ia by inserting the words “prog 10 OF up to and including” before the words “not more than soven days" inrtcle 9(4) of the Model Articles casting vote at directors’ meetings ‘Anicle 131) ofthe ModctArtle sll be amended bythe insertion ofthe words “s the word "propos 92 ‘Aatcle 131) ofthe Modal Articles (as amendod by Amel 8.1) doos not apply ia respect of a prticular mowing (or part of @ mocting) if, in accordance with the articles, the chairman or other decor chairing the meating is onfited director for the purposes of that mecting (r that part of that meting at which the propos is voted ‘pon. a meeting of director” afer Quorum for directors’ meetings 01 Subjact to Actcl 10.2, the quorum forthe transaction of busines aa meeting of dirctors may be Fe fom Hine to time by a decison of the directors but it must never be ls than {wo directors, and unless otherwise xed i is to, A potton who holds office ony as an alterate distor bal if his appointor not present be counted in the (quorum. I and so long as there isa sole director, he may exercise all the powers and authorities vested in the dlrcctors by these articles and accordingly the quorum for the transaction of busines in these circumstances shall, boone. 102 Forte purposes of any mesting (or put of « meeting) held pursuant to Article 11 Directs conflicts of interests) to authorise a director’ Confit, i there is only one non-cnfliced director in oflice in addition 1 the collictst livactows), the querum for such mowing (x part of 4 meeting) sal be one now conflicted dzecto. Directors conflicts of interests U1 Tor the porosss ofthis Article 11, a confit of interest includes» conflict of intrest and duty and a confit of ates, and interest inches both direct and indirect interests, 11.2 The dizeetows may, in accordance with the requirements set ot inthis Atel L, authorise any mater proposed to them by any director which would i not authorise, involve a dretor breaching his duty under section 15 ofthe CCompanis Act 2006 to avoid confit of intorest (such matter being hacinatr feed tas Conflict) 3n B ry us 9 m0 A distr ooking authorisation in respect of a Confit shall dclae to the othr doctors the nature and extent of bis intrest in Confit a soon as is reasonably practicable. The director shall provide the ater directors wll such duis ofthe relevant mater as are naceseary forthe other diactors to decide how wo address the Conc, togsther ‘wth such other information as may be request by the other diecors. ‘Any authorisation under this Ato 11 wl be fletive oa iE 1141 the mater in question shall hive bexn proposed by any diretor for consideration ata meeting of ioctors in the sime vay that any other matter may be proposed to the directors wndsr the provisions of these ails or in such other manne s the dreetors may determin: 1142 any requirement as othe quorum atthe moving ofthe directors at which the mater is considered is Inet without counting the drector in question and anyother conflicted directs): a 1143 the mater was apred fo without the dicetor and any other conflicted directs) voting or would Ihave boon agieed 1 if thir vos had not bee counted ‘Any authorisation of Confit under this Avcle IT may (Whether atthe time of givi sabsoqueatly the authorisation or TIS extod to any atu or potntial confit of inarest which may reasonably bo expat to arse out ‘ofthe Conc 0 authorised: 1182 esubjeet to such tems and for sich duration, o¢ impose such limits or conditions asthe dtetors may determines or 1153 beterminted or varie bythe directors at anytime “This will not affect anything done by the director prior to such termination or vation in accordance with the term ofthe authorisation. Inauthorising a Confit the directors may’ decide (whether a the time of giving the authorisation or subsequently) tat if dict has obined any information though his involvement in the Confit envio than as detox ofthe company and in respect of which he owes a duty of confidentiality to another person the director is under no obligation TLG1 disclose such information to the directors oF 16 any dzector or ther officer or employee of the ‘company: of 11.62 aso or apply any such infomation in porforing his datos a a directo, where to do so would amount oa tneach ofthat conidanos ‘Where the directors authorise a Conflict they may provide, without limitation (whether atthe time of giving the ‘uthorisation or subsequently) that he director TTL isexehded from dscusions (whether at mostings of directors or otherwise) lated tothe Conflict 1172 isnot given any document or other information relating othe Conic 1173 may or may not vole (or may or may not be counted in the quorum) at any future meeting of iroctrs in elation to any resolution rating tothe Confit. ‘Whore tho directors authorise a Confit TIS.1 the digector will bo obliged to conduct himsolf in accordance with any tems, limits andor ‘conditions impose by the decors in tlation to the Confit 11.82 the director sill not infinge any duty he owes t the company by vrte of sactions 171 10 177 of th such Knits anor conditions the Companies Act 2006 provided he acts in acconlance (itany)asthe director impose in respect oft authors A dinsctor isnot required, by reason of bsing a director (or because of the fiduciary rations established by reason of baing # direto) to account to the company for any remuneration, profit or other benelt which he recive as director or othe oicer or employee of the Company's subsidiaries or of any other body coporate in ‘which the Company i interestod or which he denves from ori conneston with relationship involving a Conlict which ns ben authorise by the diestorso by the company in general meting (subject in each eas o any terms, limits or conditions attaching to that authorisation) and no contact shll be Lable to be avoided on such grounds ‘nor shall the cept of any sich remuncrtion or other bent constitute a cach of his duty under section 176 of the Companies Act 2006, Subject tothe applicable provisions for the time boing of the Companios Acts and any tems, Hinits andlor conditions inposad by the dzoctes in accordance with Antiele 11.8.2, and provided that he has dsslosod 1 the Giactrs the nature and extent of any interest of his in accordance with the Companies Act, a dioctor ‘notwithstanding his oie: 1110.1 may be a party t,o otherwise interested in, any contact, transaction or arrangement with the ‘company erin which the company is oerwise interest: 11.102 shallbe counted a pticpating for sting and quonim purposes in any decison in connection with ‘ny propouad or existing transition or arrangemant withthe company, im which he sin any way Airoctly or indecly intreste 11.103 may act by himself or his fem in « profesional capacity forthe company (otherwise than a5 stdin) and he or bis firm shall be ented to rmuneration fr professional services a if he Wote ta diseton 11.104 may be a dtcctor or other officer of or employed by, or a pasty to any contact, transaction oF Arrangement with, or otherwise intrested i, any body comporate promoted by the company or in ‘which the company is othorise interesod: and 11.105 shallnot by eas of hs fice, be accountable tothe company for any bonefit which he (os anyone ‘connected with him (as defined in section 252 of the Companies Act 2006) derives from any such ‘office or employment or fom any such contact, transaction or arrangement o fom any interest in fany such body comporte end no such contr, taasction or rangement shall be Hable 16 be ‘voided on the ground of any sich interest or benefit, aor sil the rsspt of any sch remaineraton ‘orbenelt constitute a breach of his duty under section 176 of the Companies Act 2006. Records of decisions to he kept Ra ‘Where devsion of the directors are taken by electronic means, such decisions shall be recorded by the directors in /pemanent form, so that they may bowed withthe naked oye APPOINTMENT OF DIRECTORS [Number of direstors Unless otherwise dotermined by ond ry resolution, the number of diretors (othr than alemate directors) shall not be subjet to-ay mimi bt shall not be Tess than one.15 6 v 1 u Methods of appointing directors 141 Inany case wher, asa relt of death or bankruptey, the company has no shareholders and no directors, the ‘eansittosts) of the last shareholder to have died ort havea bankruptey dee made against him (asthe ease may to) shall have the right, by notice in writing 6 appoint a person (including a tansmites who isa natural person), ‘who ising to act and is permite 1 dos, to boa dinector. 142 Forthe punosat of Anicle 1, whore 180 or more shareholders de in circumstances rendaring i unceriin who ‘vaste last to die a younger shireholder is dead to have survived an older shareholder. ‘rmination of drestor’s appointment ISL Article 186) ofthe Mode Articles shall he amended bythe addition ofthe words “andthe Company resolves that his office be vacated” tthe end ofthe subs Artic Directors expenses 16.1 Ac 20 ofthe Model Antcit shall be amended by the insertion ofthe words "Gasuing alternate deers) and the seretary (iTany)” before the words “property incu” ALTERNATE DIRECTORS. Appointment and removal of alternate directors ITT Any director (appeintor) may appoint as an alternate any other diostor of anyother peton approved by resolution ofthe dirctors TELL exci that director's powers and 1712 carryout that director's esponsbilts, 1713 intelation to the taking of decisions bythe diecors inthe absence of the altemate's appoint. 172 Any appointment or einoval of an altrate must be effec by notice in writing othe company signed by the ‘ppointr, or in anyother manner approved by the dirctors, 173 Thenoiee mus: TRL dently the proposed alternate and 1732 inthocase ofa notice of appointment, comin a statement signed by the proposal altarate tat the proposed alternates wiling e act asthe alternate ofthe director giving the notice [Rights and responsibilities of alternate directors IST Analerate director may acta alternate director t more than one director and has the se rights in relation to ny deision ofthe directors asthe allerate’s appoint 182 Excoptas the ails spovlyothervse alienate dvetrs: 1821 aye doomed forall puposos obo directors 1822 axe iable fr thee own ace 1823 ayeaubjuct othe same restrictions as ther appointors (including those set ut in sections 1720 177 CA 2006 inchusiveand Arle LI) and 1824 are mot deemed tobe agents of or for thee appoints, and , n paula (without limitation), each allemate diretor shal be eit to receive note of all mstings of ‘iat and ofall matings of commits of diractors of which his appointr ia shareholder 183 Aperson who isan llenate director but nota director: I8S.1 may be counted as potcipating forthe purposes of dctemining whether a quorum is present (but ‘nly if tht person’sappointr isnot patcpating and provided that noalteate may be counted as ‘more than one director for these purpose) 1832 may participate in @ unanimous decision of the dicetors (but only i his appointor does not parieipas); and 1833 Ima signa writon resolution (bu only it snot signed ort be signa by that pasoa’s appoint. 184A doctor who is also an altrnate doctor is entitld, in the absonce of any of his appointrs, to a separate voto on bohal of that apointor, in addition to his own vote on any decision of the directors But he shall count a only one ortho pusposo of determining whathr& quorum i present 185 An altsmate director is not entitled fo receive any remuneration ftom the company for serving as aa alternate direc! sch prof he alema's apne remneton a he apie may diet by aoe in mae othe company ‘Termination of alternate directorship ‘An allerate dzetors appointment aan alternate for any appointortenninates 19.1 when that appoinor revokes the appointment by notice to the company in writing specifying when it isto tomminate: 192 when notification is rcsived by the Company fom the aerate that the alterate is resigning as altemate for that ppointor and sich resignation has taken effect in accordance with is trmss 193 ca heoccutrence, im elation tothe altrnate, of any event which, if occurred in taation to that appoiaor, would ‘sulin the temmination of hat appinb's appointment asa discon, 194 om the death of tha appoint: or 193 hon thealternate's appoints appointment asa decor trina SECRETARY Appointment and removal of secretary The directors may appoint any person who is willing to at asthe sctetary fr such term, at such remunes on, and upon such conditions as they may think ft and from time to time remove such person an, i the directors so decide, appoint a replacement, In each cas by a devsion ofthe diectos. PARTS SHARES AND DISTRIBUTIONS SHARES Further fsues of shares: authority 211 The fllowing paragraphs ofthis Ancle 21 shall not apply ta private company with only one clas of shares 52 a as 22 213 Subject to Atclo 211 and save tothe extent authorised by these artclos, or authorised fom time to time by an ‘idinary resolution ofthe shareholder, the directors shall nt exorcise any power to allot shares o gran ight 6 Subscibe fr, orto convert any soeuity ino, any shares in the comps Subjct tothe remaining provisions ofthc Ariele 21 and wo Aricle 22 (Further issues of shares: pre-emption rights) and to any directions which may be given bythe company in general mesing, the directors ate generally and “unconditionaly authorised, forthe purpose of section $81 of the Companies Aet 2006 to exercise any power ofthe ‘company to DBI offerorallot: 2132 grant rights to subscribe for orto convert any security into: 2133 otherwise create, deal in, or dispose of any shares in the company to any person, a any tie and subject to any terms and conditions as the directors think proper "The authority refered to in Amite 21.3 214. shallbe init to a maximum nominal amount of £1,000 2142 shall only apply insofar as the company hss not renewed, waived or revoked it by onlinary resolution: and 2143 mayronly be execisol fora period of five years commencing onthe date om whieh the company i ineonporatel or thew articles ate adopted whichever i the Inter, sve tha the dirctors my make an offeror agreement which would oF might, require shares to be alloted after the expiry of suck authority (and the directors may allt shares in pursuance of an offer or agreement as if such authority had not expt). Further issues of shares: pre-emption rights 2a 3 in accorlanse wth sexton $67() of the Compania Act 200, ston 56 and 562 ofthe Companics Act 2006 Sha not ply a alloment of oqity secures (as Gf a section S61 ofthe Conan At 200) made bythe omy alo three aged by spa alton, if the company propose alt any it seus, ts i rts shall ote aot to any pron vn the company bas fit offered thm Wal seein on the Gite ofthe fer onthe sas ens athe sme pre thos egiy srs big ofa! sch ter tern on pps ti ond pro va oo none vae of share held bythe hush sly #8 Foe without naving fat), The offer 223.1 shal bein writing, shall e open for aecepanee for a period of fiteen working days from the date ofthe offer and shall give detils of the number and subscription price of the relevant ity scutes; and 2232 may stipulate that any sharcholor who wishos to subscribe for a numberof oquitysocwitis in ‘excess ofthe proportion to which he is ented shal in his accgpance, tate the numnber of execs ‘equity socuntis (Excess Securities) for which he wish oss ‘Any equity curtis not accepted by shareholders pursuant to the offer rade vo tem in aecondance with Amici 22.1 and 22.2 shall bo usod for satisfying any requests for Fxeess Securities made purusnt to Aviele 22.12. If ‘thre are insufficiot Excess Securities lo satisfy such raquess, the Excess Securities shall be allotiad to the applicants as nealy as practicable inthe proportion thatthe number of Excaxs Securities each shareholder indicat Ihe would accep bears to the toal numberof Excaxs Socio apliod for (as nearly as posible without involving Iinctions or increasing the mimberof Excess Securit alloted Wo any sharcholder beyond that appli forty bm) ‘Atter tht allotment, any Excess Securities remuining shall be oer to any ether person asthe diestrs may etermine, at the sams price und onthe sume terms as the oe othe shareholders. Variation of clas sights BI 232 Company's ‘Whenever the capital of the company is divided into different classes of shares, the special rights tached fo any lass may only be varied or avogata, either whilst the company i going concen or dutiag ov in contemplation fof a winding up, withthe consent ofthe holders of the iasuod shares ofthat clas given in aosondance with Article 232. Tho consent ofthe holdars of cas of shares maybe givon by 1 aspecal resolution passed at separate general mexting of the holders ofthe issued shares of that las oF 2322 a written resolution in any form signed by or on behalf ofthe holders of three-quarters in nominal “ale ofthe ised shares of that ass, but not others. To every such meeting. al the provisions ofthese anicls and the Companies Act 2006 relating to general mectings of the compaay shall apply (with suck amendments as may be necessary fo give such rovisions efficacy) but o thatthe necessary quonim shal bo two holder of shares of the flovant clas preset in person or by proxy and Holding or representing nots than one third in nominal yaluo ofthe isued shares of the ‘eleven clus that every holder of shares ofthe clas shall be entitled on a poll one vote for every such share Feld by ims and that any holder of shares ofthe clas, present in person o by proxy or (hung a compotion) by 3 duly authorised ropresonative, may demand a poll. Ifat any adjourmal mecting of sock ldots sucha quorum afoesidis not presea, aot ks than ne holder who is presatin person aby proxy o (bung a expaation by 3 uly authorised representative shall a quorum, ‘The company has a lien (company's Hien) over every shar, whether or not Silly pd, which is registered in the name of any pesoa cba or under any labs to the company, whether he isthe sole registred holder ofthe share or one of seve jo holders, forall monies payable by him (citer slone or joilly with any other person) to the compuny, whother payeble immatitely ovat some ie ia the fue and whater or nota call notice has bee seat in espect it 241 The companys in over share: 24LL takes prio over any thied pars intrest in that share, and 2412 extends to any’ dividend or other money payable by the company’ in respect ofthat share and (if the Tio is enforced and the shar ssl by the company) th procs of slo ofthat shar. 242 “The dostos may at anytime decide that «share which fs or would othersge be sujet to the company’s Hien sal not be bjt 1 ether wholly or in pat Enforcement ofthe company's Hien 25.1 Subject othe provisions ofthis Anite 25, if 6u 25.1 lon enforcoment notice has been given in respect of a share and 25.2 theperson to whom the notice was given hs fd to comply with i, the company may el that shave in accordance with Article 335, 252 Alin enforcement notice: 252.1 may only be given in respec of a share which is subject wo the companys in, in spect of which a ‘sum ispayable and the due date for payment ofthat sum has passads 2522 must specify the share concerned 2523 must bein writing and equire payment ofthe sum payable within fourteen days ofthe nties 2524 mast boaddressed either to the holder ofthe share ort a ransmiieof tht holder: and 2525 amis state the company’s intntion o sll the share i the notice sot complied with 253 Where shares ar sold under this Article 25 2531 the dgecioss may authorise any petson to exscute an instrument of Wansfer ofthe shares tothe [puchasor or person nominated by the purchaso, and 2532 the tansfere isnot bound to set the application of the consideration, and the transfers ile is ‘not aactad by any irogulaiin or invalidity of the process ang to tho sal. 254 "Thonet proceeds of any such seater payment ofthe costs of sale and any other costs of enforcing the lien) mast be applied: 2541 first in payment of 30 mach ofthe sim for which the lien exists as was payable a the date of the Tin enfrcement nice, 2542 second, othe person ete to the shares atthe te o the sale, but only afer the cena for the shares sold hus been surendered to the company for cancellation or an indemaity in « form reasonably sisfactory tothe directors has been given for any lst certiates, and subject oa len ‘cuivalent to the companys len for any money poyable (whether payable immediately or at some timc inthe Fitur) as existd over the shares before the sale in respect of al shares registercd in the ‘ame of such petson (whether asthe sole resstred holder or as one of several joint holders) ater the date ofthe en enforcement notice 255A stawtory declasation by a dvector or the company secretary (I any) thatthe declarant is a ditetoro¢ the ‘company scrotary (asthe ease may be) and tha share has boen sod oss the company’s Hen on specified daw 255.1 is conclusive evidence of the fats sated in it a8 against all persons claiming tobe entitled othe shar, and 2552 subject to compliance with any other formalities of transfer required by the articles or by law, constitutes good tile tothe share Cam notices 26.1 Subject to he articles and the trms on which shares ae alloted, the directors may sen a notice (all notice) 0 8 shareholder requiring the shareholder to pay the company a spesifed sum of money (all) which is payable by that ‘nombre the Compaay at the dato when the director docid to sand the call nie. 262 ‘Real notice 262.1" mast bein writings 2622 may no equie a sharchokler to pay call which exeoos the total amount of his indebtedness or Tabilty othe compan 2623 must state whem and how any cal to which itrelates itis tobe paid and 2624 may permit or require the eal fo be pad by instalments 263 A Sharcolder must comply withthe sequiemonts ofa call nai, but no sharoholder is obligod to pay any all before foureen days have passed since the notice as seat 264 fre the company has received any eal due unde all notice the dirctors may: 264.1 revoke itwholy orn parton 2642 specify alter tm for payment than i speci inthe noics, bya fiber notice in writing fo the shareholder in respect of whose shares the calls made, Liabiiey pay eas 271 Linblity o pay calls not extinguished or transfered by transferring the shares in cespct of which itis required to be pad 272 ein holders ofa share ase jointly and severally able to pay all callin respect of that share 273 Subject tthe terms on which shares ar allot, the directors may, when insing sires, provi that cll notices sen to the holder of those shares may requze them 2731 topayealls which are not the sume, or 2732 tepayealsat diffrent times. When call notice need not be issued DBL Aca notice ned mot be isuad in respect of sums which ae speifed, nthe terms on which a share is issued, as being payable to the company in respec ofthat shae: Sit onallotment 2812 onthe aceutence ofa prtcuar event: or 28.12 onadite fied by orn accontance with the terms of sue 282 But ifthe due date for payment of such a sum has passed and it has pot been paid, the bolder ofthe share ‘concerned is treated in all respects as having filed to comply with a cll notice in respect ofthat sum, and is able to the same consequences as regard he payment of interest and forfeiture Falluce to comply with call notice: nutomatie consequences 20.1 Uaperson sible to pay a cll and fails to do so bythe call payment date DLL thedirectors may issue a notice of intended forfeiture to that person and 29.12 unt the calls paid, that person must pay the company intrest on thecal fom the call payment date a tho olvant te 292 For he paposes of this Aticle 29: 2.2.1 "the eall payment date isthe time when the cll notise sats that a cll is payable, unless the iectrs give a noice in writing spevthing a nter date, in which ase the eall payment date is that Inter date 22 therelevant rateisa 2 M 22. the rte fad by the fens on which the share in respect of which the cli due sas alloted: 2922.2 auchother rate as was fined inthe call notice which required payment ofthe ca ‘rat otherwise hoon determina by the directors: of 292.28 morales fixed i ether ofthese way, fve por cont (8%6) per sam. 29.3 ‘Therelevant rate mast not exceed by mor than five percenia ponts the base lending rate most recently st by the ‘Monetary Pliey Committe ofthe Bank of England in connection with its responsibilities under Part 2 ofthe Bank of England Act 1998. 294 ‘The dicctors may waive any obligation to pay intrest ona call wholly o in part. Notice of intended fortiture BLL Anotce of intended fateitr: S011 -anustbein we 30.12 maybe sont in aspect of any share in ospoetof which eal as not boon paid as requis by a cll notioa: 30.13 must be sont tothe holder ofthat share (or, in the ease of join holders ofa share in aseortanee with Article $7.3) oro a transmit of that older in ceomdance with Article $74: 30.14 must require payment of the call and any accrod interest and all expenses that may have been imevrred by the company by reason of sich non-payment by a date which isnot less than fourteen ays after the dat of the notice: 30.18 ust state how the payment isto be made: and 30.16 must state that ifthe notice is not complied with, the shares in respect of which the calli payable ‘will bo lable tobe forked a noice of intended forfeiture isnot complied with before he dite by which payment ofthe cal i requir in the notice of| ded forfeiture, the dicetors may decide tha any share in respect of which it was given is forfeited, and the fone sto include all dividends or oxer moneys payable in resect of the forfeited shares and not pad before the forfeiture Etec of orteieure 32.1 Subject othe articles, the forfeiture of share extinguishes: 32.1 allinterests in tht share, and all elaims and demands epains he company in respos of it and 321.2 allother rights and libltes incidental othe share as between the person whose share i ws poe {o the foreture and the company. 322 Any share whichis forfeited in accordance withthe atles: 322.1 is deemed to have boon fofuted whoa the directors decide that itis forte: 43222 is deemod to bo the propa ofthe company: and 3223 mayo sold, realloted or otherwise disposed of as the disco think fit in accordance with Article aS. 323 Ifa povon's shares have been forfeit: 3231 the compaay ist send that person written notice tht forfsitre hes occured and record it in the register of members 3232 that person ceaos to be a sharsholder in respoct of thot shares 3233 that person mist surender the cotificte forthe shares forfeited to the company’ for cancelation: 3234 that person remains liable tothe company forall sums payable by that person under the atiles at the date of forfcture in respect of those shares, including any intrest (whether oeerued Before or alle the date of forfeiture and 3235 the drecors may waive payment of such sums wholly or i pat or enforce payment without any allowance forthe value ofthe shares atthe time of forfeiture or for any consideration recived on their disposal 324 Atany time before the company disposes of foruted shar, the decors may decide to cancol she Friar on payment ofall all and interest due in espe ofitand on such othr tems as they think, Procedure following forfeiture 331 Ia forfeited share isto be disposed of by being transfered, the company may recive the consideration fr the Acansfer and the dretors may authorise any person to execute the instrument of trans 382 A’stattory declaration by 4 drstor or the company secrlary (i any) that the declarant is & director or the ‘company secretary (a the case maybe) and that a share has been foreted on a spevifid date 3321 is conclusive evidence ofthe fats stated in it a6 against all persons claiming tobe entitled othe shaw, and 3322 abject to compliance with aay other fomlitis of transfer requir by the articles oF by law, onstutes a good tile tothe share. 333 Apperson to whom a forfeited share is transfered isnot bound to see to the application ofthe consideration (i ny) ‘otis that person's te tothe share affected by any imegulaity in or invalidity of the process leading to the fovea or ane of the share 384 If the company sells forfeited shar, the person who held i prior ois forfeiture is ent o eceive fom the ‘company the proceeds of such sl net of any commission, and weluding any amount which S841. was or would have become, payable, and 3342 nnd wot, wien that share was forcted, boon paid by that person in respect of hat share tt mo interest is payable to sich a person in respect of sich proceeds and the company is not required to account Forany money eames on them 385 Allshaes tobe sold inthe enforcement ofthe company’ enor rights of forfeiture shal be offerel in aecondance ‘with Artle 38 (Voluntary Transfers) as if they were Sale Shares in respect of which a Transfer Notice had been ‘iven and ucating asthe Soller the holder of those shares save thatthe Sale Price shall be th Marka Valu of those Shaves and the Transfor Noe shall be doomed no te contin a Total Transfer Condition. Surrender of shares MU Asharcholder may sunrender any share: ALLL inteapect of which the directors may ise a notice of inended forse: M12 which he dirctors may ores or M13 Which has hoon forfeited