Articles of Association

THE COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION
OF
WESTMINSTER GREEN MANAGEMENT COMPANY LIMITED
(Adopted by special resolution passed on 12 November 2020)

1. PRELIMINARY

2. The regulations contained in the model articles of association for private companies limited by guarantee contained in Schedule 2 to The Companies (Model Articles) Regulations 2008 in force at the time of adoption of these Articles shall not apply to the Company and these Articles shall be the regulations of the Company.

3. DEFINITIONS AND INTERPRETATION

4. 2.1In these Articles, the following expressions have the following meanings unless inconsistent with the context:

   "Apartment"	means any leasehold residential apartment situated in the buildings comprised in the Property;
   "these Articles"	these Articles of Association, whether as originally adopted or as from time to time altered by special resolution;
   "the 2006 Act"	the Companies Act 2006 (as amended from time to time);
   "Chairman"	the person elected as chairman from time to time by the Directors in accordance with Article 15.5;
   "Connected"	in relation to a Director of the Company, has the meaning given in section 252 of the 2006  Act;
   "Directors"	the directors for the time being of the Company or (as the context shall require) any of them acting as the board of directors of the Company;
   "electronic address"	any address or number used for the purposes of sending or receiving documents or information by electronic means;
   “electronic form and “electronic means”	have the meaning given in section 1168 of the 2006 Act;
   "executed"	includes any mode of execution;
   "hard copy form"	has the meaning given in section 1168 of the 2006 Act;
   "member"	a member of the Company from time to time who is a Qualified Person;
   "office"	the registered office of the Company;
   "ordinary resolution"	has the meaning given in section 282 of the 2006 Act;
   "the Property"	the freehold land, buildings and premises situated at and known as 8 Dean Ryle Street, Westminster London SW1 and shall also include any other land, buildings or premises for the time being also owned and/or managed by the Company;
   "Qualified Person"	means a person or persons, a firm or company or other legal entity who is for the time being the registered proprietor of an Apartment and where more than one individual are joint proprietors of an Apartment, they shall for the purposes of these Articles be deemed to constitute one Qualified Person;
   "Seal"	the common seal of the Company (if any);
   "secretary"	the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
   "special resolution"	has the meaning given in section 283 of the 2006 Act;
   "the Statutes"	the Companies Acts as defined in section 2 of the 2006 Act and every other statute, order, regulation, instrument or other subordinate legislation for the time being in force relating to companies and affecting the Company;
   "United Kingdom"	Great Britain and Northern Ireland;
   "in writing"	hard copy form or to the extent agreed (or deemed to be agreed by virtue of a provision of the Statutes) electronic form or website communication.

   2.2Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Statutes but excluding any statutory modification thereof not in force when these Articles become binding on the Company.

   2.3Words importing the masculine gender only shall include the feminine gender and the neuter (as appropriate).

   2.4References to any Statute or statutory provision include, unless the context otherwise requires, a reference to that Statute or statutory provision as modified, replaced, re­enacted or consolidated and in force from time to time and any subordinate legislation made under the relevant Statute or statutory provision.

   2.5Where the word "address" appears in these Articles it is deemed to include postal address and, where applicable, electronic address.

   2.6The expression "working day" in relation to a period of notice means any day other than Saturday, Sunday and Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealing Act 1971 in the part of the UK where the company is registered.

   2.7The expression "clear days" in relation to a period of notice to call a meeting means the number of days referred to excluding the day when the notice is given and the day of the meeting.

   3MEMBERS

   3.1No person shall be admitted as a member of the Company other than a Qualified Person. The Company must accept as a member with immediate effect every Qualified Person who makes an application for membership in accordance with Article 3.2 below. A letter shall be sent to each successful applicant confirming their membership of the Company and the details of each successful applicant shall be entered into the Company’s Register of Members.

   3.2Every Qualified Person shall be entitled to become a member of the Company by providing a letter of application in substantially the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Directors may approve):

   “To the Board of the Westminster Green Management Company Limited

   I [NAME] of [ADDRESS] am the registered owner of [ADDRESS OF FLAT] (Flat) and wish to become a member of Westminster Green Management Company Limited, subject to the provisions of the Articles of Association of the Company (Articles). I agree to pay to the Company an amount of £1.00 if the Company is wound up while I am a member or for up to 12 months after I have ceased to be a member.

   My contact details are as follows:

   Contact telephone number [TELEPHONE NUMBER]

   Email address [EMAIL ADDRESS]

   I agree that the Company may send or supply documents, notices under the Articles and other information relating to the Company to me in electronic form to the email address set out above.

   [TO BE USED IT THE MEMBER IS RESIDENT OUTSIDE THE UK [My usual address for correspondence in the UK is [address].]

   [I confirm that I will be the occupier of the Flat for the time being.]

   OR

   [I confirm that I will not occupy the Flat for the time being and [here are the contact details of the occupier [DETAILS]]

   Occupier’s name [NAME]

   Occupiers contact telephone number [TELEPHONE NUMBER]

   Occupier’s email address [EMAIL ADDRESS]

   OR

   [I have not yet identified someone to occupy the Flat but will notify you of any new occupier’s details as soon as practicable].

   Signed

   Dated”

   3.3If two or more persons are together a Qualified Person they should apply to become a member jointly and following a successful application to become a member, they shall together constitute one member and the person whose name first appears on the Register of Members shall exercise the voting powers vested in such member. If the first-named person fails to so exercise such voting powers, then the person whose name next appears in the Register of Members and who wishes to exercise such voting powers shall be entitled to exercise such voting powers in person.  

   3.4A Qualified Person shall cease to be a member on the registration as a member of the succeeding Qualified Person for his Apartment and shall not resign as a member while holding, whether alone or jointly with others, a legal estate in any Apartment. Any purported resignation as a member in contravention of this Article shall not be accepted by the Company.

   3.5If a member shall die or be adjudged bankrupt his legal representative or representatives or the trustee in his bankruptcy shall be entitled to be registered as a member provided that he or they shall for the time being be a Qualified Person.

   3.6Membership shall not be transferable.

   4GENERAL MEETINGS

   4.1The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. The annual general meeting shall be held at such time and place as the Directors shall appoint. All general meetings other than annual general meetings shall be called general meetings.

   4.2The Directors may call general meetings whenever they think fit and shall on the requisition of a member or members representing not less than one tenth of the whole of the membership of the Company convene a general meeting. If on requisition by members the Board does not give notice of such meeting within 21 days, the meeting to be held within 28 days of the date of such notice, then the requisitionists may themselves convene a meeting.

5. NOTICE OF GENERAL MEETINGS

6. 5.1A notice convening a general meeting of the Company shall be called by at least twenty-one clear days' notice in writing in respect of an annual general meeting and fourteen clear days' notice in writing in respect of any other general meeting. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted, in case of special business.

   5.2Subject to the provisions of these Articles notice of general meetings shall be given to all members, to all Directors and to the auditors or accountants, as the case may be.

   5.3Notwithstanding the foregoing provisions of these Articles, a general meeting may be called by shorter notice if it is so agreed by a majority in number of the members having a right to attend and vote at the meeting, being a majority who represent at least 90% of the total voting rights at that meeting of all the members.

   5.4The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

   5.5Notwithstanding that the Company does not have a share capital, every notice convening a general meeting shall comply with the provisions of section 325(1) of the 2006 Act as to giving information to members in regard to their right to appoint proxies.

   5.6Every notice convening a general meeting shall be given in accordance with section 308 of the 2006 Act that is, in hard copy form, electronic form or by means of a website. Such notice shall be given by such means to the address given by the member on his membership application under Article 3.2 or to such address as that member shall notify the Company in writing from time to time.

   5.7The Company may send a notice of meeting by making it available on a website or by sending it in electronic form and if notice is sent in either way it will be valid provided it complies with the relevant provisions of the 2006 Act.

7.  PROCEEDINGS AT GENERAL MEETINGS

8. 6.1No business shall be transacted at any general meeting unless a quorum of members is present. Two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation shall be a quorum.

   6.2If a quorum is not present within half an hour from the time appointed for the general meeting, the general meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Directors may determine, and if at the adjourned general meeting a quorum is not present within half an hour from the time appointed therefor the member or members present in person or by proxy or (being a body corporate) by representative and entitled to vote upon the business to be transacted shall constitute a quorum and shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place.

   6.3The Chairman, if any, of the Directors shall preside as chairman at every general meeting of the Company, or if there is no such Chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

   6.4If at any meeting, no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the general meeting, the members present shall choose one of their number to be chairman of the meeting.

   6.5The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

   6.6At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show of hands, a poll is duly demanded. Subject to the provisions of the Statutes, a poll may be demanded:

   (a)by the chairman of the meeting, or

   (b)by at least two members having the right to vote at the meeting, or

   (c)by a member representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting,

   and a demand by a person as a proxy for a member shall be the same as a demand by the member.

   6.7Unless a poll is duly demanded a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

   6.8The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman of the meeting and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

   6.9A poll shall be taken as the chairman of the meeting directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

   6.10In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall not have a second or casting vote.

   6.11A poll demanded on the election of a chairman for that meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman of the meeting directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

   6.12No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.

   7VOTES OF MEMBERS

   7.1A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with these Articles.

   7.2On a written resolution, every member shall have one vote in respect of every Apartment owned by that member.

   7.3A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, by his receiver, curator bonis or other person authorised in that behalf. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable. In calculating the time period in this Article 7.3, no account shall be taken of any part of a day that is not a working day.

   7.4A mortgagee who provides-

   (a)a certificate confirming that possession has been taken of an Apartment; and

   (b)an official copy of the charges register of the title to the Apartment showing it as the registered proprietor of the charge,

   is entitled to vote in place of a member, whether on a show of hands or on a poll. The person claiming to exercise the right to vote must deposit such evidence at the registered office, or at such other place as is specified in accordance with the Articles for the deposit of appointments of proxy, before the time appointed for the meeting or adjourned meeting at which the right to vote is to be exercised or such evidence may be presented to the Directors at the meeting. In default, the right to vote is not exercisable.

   7.5No member shall be entitled to vote at any general meeting unless all moneys presently payable by him to the Company pursuant to any rules or bye-laws made by the Directors from time to time or otherwise have been paid.

   7.6No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.

   7.7A member shall not be entitled to appoint more than one proxy to attend on the same occasion. Any such proxy shall be entitled to cast the votes to which he is entitled in different ways.

   7.8An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Directors may approve):

    "Westminster Green Management Company Limited (Company)

   I [NAME] of [ADDRESS] being a member of the Company, hereby appoint [NAME] of [ADDRESS] or, failing him, [NAME] of [ADDRESS] as my proxy to vote in my name and on my behalf at a[n annual] general meeting of the Company to be held on [DATE], and at any adjournment thereof.

   Signed on [DATE). "

   7.9Where it is desired to afford members an opportunity of instructing the proxy how he shall act, the instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Directors may approve):

    "Westminster Green Management Company Limited (Company)

   I [NAME] of [ADDRESS] being a member of the Company, hereby appoint [NAME] of [ADDRESS] or, failing him, [NAME] of [ADDRESS] as my proxy to vote in my name and on my behalf at a[n annual] general meeting of the Company to be held on [DATE], and at any adjournment thereof.

   This form is to be used in respect of the resolutions mentioned below as follows

   Resolution No 1	[      ]* for [.   ]* against
   Resolution No 2	[      ]* for [   ]* against

   *Place an "X" against whichever is desired for each resolution: either FOR or AGAINST.

   Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.

   Signed on [DATE]."

   7.10The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

   7.11The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a copy of that power or authority notarially or in some other way approved by the Directors may:

   (a)in the case of a proxy form sent by post, be deposited at the Company's registered office not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

   (b)in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

   (c)where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman of that meeting or to the secretary or to any Director.

   7.12A proxy appointment which is being sent in electronic form must be received at an address specified by the Company for the purpose of receiving such communications in electronic form:

   (a)in (or by way of a note to) the notice convening the meeting; or

   (b)in any form of proxy appointment sent out by the Company; or

   (c)in any invitation contained in an electronic form to appoint a proxy issued by the Company,

   in each case not less than 48 hours before the time for holding the meeting at which the person named in the instrument proposes to vote or in the case of a poll taken more than 48 hours after it is demanded, not less than 24 hours before the poll is taken or where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the Chairman of that meeting or to the secretary or to any Director.

   7.13An instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.

   7.14A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the office or at such other place at which the instrument of proxy was duly deposited before commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

9.  WRITTEN RESOLUTIONS

10. 8.1A written resolution, proposed in accordance with section 288(3) of the 2006 Act, will lapse if it is not passed before the end of the period of 28 days beginning with the circulation date.

    8.2For the purposes of this Article 8, "circulation date" is the day on which copies of the written resolution are sent or submitted to members or, if copies are sent or submitted on different days, the first of those days.

    9NUMBER OF DIRECTORS

    The number of Directors shall be no less than two and no more than ten.

11. APPOINTMENT AND RETIREMENT OF DIRECTORS

12. 10.1Subject to these Articles and the 2006 Act, the Company may by ordinary resolution appoint a Qualified Person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles.

    10.2Subject to these Articles, the Board shall have power at any time to appoint any Qualified Person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles.

    10.3The Directors (including, for the avoidance of doubt, the Chairman) shall be required to retire by rotation. At every annual general meeting, one-third of the  Directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office.

    10.4The Directors to retire by rotation shall be those who volunteer to retire, or failing which, have been longest in office since their last appointment, or reappointment, but as between persons who became or were last reappointed Directors on the same day those to retire shall be (unless they otherwise agree among themselves) determined by lot.

    10.5If the Company, at the meeting at which a Director retires by rotation, does not fill the vacancy the retiring Director shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the Director is put to the meeting and lost.

    10.6A person who is not a member of the Company shall not in any circumstances be eligible to hold office as a Director, save for a Director appointed by a member who is a company or corporation.

    10.7A person nominated to be a Director by a member who is a company or corporation shall only be permitted to hold office as a Director if:

    (a)he is a natural person; and

    (b)his appointment is approved by the Directors.

    10.8Subject to the foregoing provisions of these Articles, a Director who retires may, if willing to act, be re-appointed. If he is not re-appointed, he shall retain office until the general meeting appoints someone in his place, or if it does not do so, until the end of the meeting.

    10.9If two or more persons are together a Qualified Person, then only one of them shall be eligible to hold office as a Director.

13.  POWERS OF DIRECTORS

14. 11.1Subject to the provisions of the 2006 Act and these Articles including, without limitation, the objects of the Company set out in Article 24, and subject further to any directions given by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of these Articles and no such direction shall invalidate any prior act of the Directors 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 11.1 shall not be limited by any special power given to the Directors by these Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

    11.2The Directors may, by Power of Attorney or otherwise, appoint any person or firm to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

    11.3 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine provided that not less than two Directors shall be required to:

    (a)authorise all withdrawals/debits (including, without limitation, electronic transfers or transmissions or otherwise) from the Company's bank account; and

    (b)sign all cheques drawn against the Company.

    12DELEGATION OF DIRECTORS' POWERS

    The Directors may delegate any of their powers to any committee  consisting of one or more Directors and such other persons (if any) not being Directors co-opted on to such committee as the Directors think fit provided that the number of co-opted persons not being Directors shall not exceed one half of the total number of members of such committee. Any such delegation may be made subject to any conditions the Directors may impose and may be collateral to their own powers and may be revoked or altered. Subject to any such conditions the proceedings of a committee with two or more members shall be governed by the Articles regulating the proceedings of Directors so far as they are capable of applying.

15.  DISQUALIFICATION AND REMOVAL OF DIRECTORS

16. The office of a Director shall be vacated if:

    13.1he ceases to be a Director by virtue of any provision of the Statutes or these Articles or he becomes prohibited by law from being a Director; or

    13.2he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

    13.3a registered medical practitioner who is treating that Director 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; or

    13.4he resigns his office by notice to the Company; or

    13.5he shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his office be vacated; or

    13.6he ceases to be a Qualified Person.

17.  DIRECTORS' APPOINTMENTS AND INTERESTS

18. 14.1 Subject to the provisions of the Statutes, and provided that he has disclosed to the Directors the nature and extent of any interest of his, a Director notwithstanding his office:

    (a)may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is in any way interested;

    (b)may hold any other office or employment with the Company (other than the office of auditor);

    (c)may be a director or other officer of or employed by or be a party to any transaction or arrangement with or otherwise interested in any body corporate promoted by the Company or in which the Company is in any way interested;

    (d)may, or any firm or company of which he is a member or director may, act in a professional capacity for the Company or any body corporate in which the Company is in any way interested other than as an auditor provided that such interest is notified to the Company from time to time in accordance with section 184 of the 2006 Act;

    (e)shall not by reason of his office be accountable to the Company for any benefit which he derives from such office, service or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit; and

    (f)save for a vote under section 175(4) of the 2006 Act authorising any conflict of interest which the Director or any other interested Director may have or where the terms of authorisation of such conflict provide that the Director may not vote in situations prescribed by the Directors when granting such authorisation, shall be entitled to vote on any resolution and (whether or not he shall vote) shall be counted in the quorum on any matter referred to in any of Articles 14.1(a) to 14.1(d) (inclusive) or on any resolution which in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever and if he shall vote on any resolution as aforesaid his vote shall be counted.

    14.2 For the purposes of Article 14.1:

    (a)a general notice to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of  persons  is  interested shall be deemed to be a disclosure that the Director  has  an  interest  in any such transaction of the nature and extent so specified;

    (b)an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his; and

    (c)an interest of a person who is for any purpose of the 2006 Act (excluding any statutory modification not in force when the Company was incorporated) connected with a Director shall be treated as an interest of the Director.

19.  PROCEEDINGS OF THE DIRECTORS

20. 15.1The quorum for the transaction of the business of the Directors shall be two.

    15.2Subject to the provisions of these Articles, the Directors may regulate their meetings as they think fit. A Director may, and the secretary at the request of a Director shall, call a meeting of the Directors. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall not have a second or casting vote. Notice of every meeting of the Directors shall be given to each Director, including Directors who may for the time being be absent from the United Kingdom and have given the Company an address within the United Kingdom for service.

    15.3Any Director may participate in a meeting of the Directors or a committee constituted pursuant to Article 12 of which he is a member by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other and participation in a meeting in this manner shall be deemed to constitute presence in person at such meeting and, subject to these Articles and the Statutes, shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.

    15.4Notwithstanding any vacancies in their number, the continuing Directors or where there is only one, the sole continuing Director, may continue to act but if the number of Directors is less than the number fixed as the quorum they, or (in the case of a sole Director) he, may only act for the purpose of filling vacancies or calling a general meeting.

    15.5The Directors may appoint one of their number to be the Chairman of the board of Directors and may remove him from that office. Unless he is unwilling to do so, the Director so appointed shall preside at every meeting of the Directors at which he is present. But, if there is no director holding that office, or if the Director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Directors present may appoint one of their number to be Chairman of the meeting.

    15.6All acts done by any meeting of the Directors or of a committee constituted pursuant  to Article 12, or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that they or 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 and had been entitled to vote.

    15.7A resolution in writing, signed by all the Directors entitled to receive notice of a meeting of Directors or of a committee constituted pursuant to Article 12, shall be as valid and effectual as if it had been passed at a meeting of the Directors or (as the case may be) such a committee duly convened and held and may consist of several documents in the like form each signed by one or more Directors or members of the committee (as the case may be).

    15.8If, and as a consequence of section 175(6) of the 2006 Act a Director cannot vote or be counted in the quorum at a meeting of the Directors then the following apply:

    (a)if the meeting is inquorate then the quorum for that purpose of that meeting shall be two;

    (b)notwithstanding Article 15.8(a), if the meeting is still inquorate then it must be adjourned to enable the members of the Company to authorise any situation in which a Director has a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.

21. INCOME AND REMUNERATION OF DIRECTORS

22. 16.1The income and property of the Company from wherever derived shall be applied solely in promoting the Company's objects set out in Article 24.

    16.2No distribution shall be paid, or capital otherwise returned, to the members in cash or otherwise.

    16.3Nothing in these Articles shall prevent any payment in good faith by the Company of:

    (a)reasonable and proper remuneration to any Director, member, officer or servant of the Company for any services rendered to the Company;

    (b)any interest on money lent by any member or any Director at a reasonable and proper rate;

    (c)reasonable and proper rent for premises demised or let by any member or Director; or

    (d)reasonable out-of-pocket expenses properly incurred by any Director.

    16.4Directors may undertake any services for the Company that the Directors decide.

    16.5Without prejudice to Article 16.3, Directors are entitled to such remuneration as the Directors determine:

    (a)for their services to the Company as Directors; and

    (b)for any other service which they undertake for the Company.

    16.6Subject to the Articles, a Director's remuneration may:

    (a)take any form; and

    (b)include any arrangement in connection with the payment of an allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that Director.

    16.7 Unless the Directors decide otherwise, Directors’ remuneration accrues from day to day.

23.  SECRETARY

24. 17.1Subject to the provisions of the Statutes, the secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any secretary so appointed may be removed by them. For the avoidance of doubt, a Director may also hold office as secretary where such office is remunerated.

    17.2A provision of the Statutes or these Articles requiring or authorising a thing to be done by or to a Director and the secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the secretary.

25. MINUTES

26. The Directors shall cause minutes to be made in books kept for the purposes:

    (a)of recording the names and addresses of all members; and

    (b)of all appointments of officers made by the Directors; and

    (c)of all proceedings at meetings of the Company and of the Directors and of committees constituted pursuant to Article 12 including the names of Directors and members (as appropriate) present at each such meeting.

27.  ACCOUNTS

28. 19.1Members shall be entitled to receive the annual accounts of the Company within nine months of the Financial Year end. In addition, where funds are collected and held on trust, Members shall be entitled to receive management accounts relating to the collection and expenditure of such funds at intervals determined by the Board from time to time.

    19.2Members shall be entitled to inspect the statutory registers of the Company on reasonable notice at the Company's registered office.

29.  NOTICES

30. 20.1 Any notice to be given to or by any person pursuant to these Articles (other than a  notice calling a meeting of the Directors) shall be in writing or (at the discretion of the Directors) shall be given using electronic communications and sent to an address for the time being notified for that purpose to the person giving the notice. In this Article 20.1, "address" in relation to electronic communications includes any number or address used for the purposes of such communications.

    20.2The Company may give any notice to a member either personally or by sending it by first class post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address or by giving it in electronic form to an address for the time being notified to the Company by the member. A member who gives to the Company an address either within or outside the United Kingdom at which notices may be given to him, or an address to which notices may be sent in electronic form, shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Company.

    20.3A member present, either in person or by proxy, at any meeting of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

    20.4Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. Proof that a notice in electronic form was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 24 hours after the envelope containing it was posted or, in the case of a notice contained in electronic form, at the expiration of 24 hours after the time it was sent.

    20.5If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable effectively to convene a general meeting by notices sent through the post or in electronic form, a general meeting may be convened by a notice advertised in at least one national daily newspaper and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day when the advertisement appears. In any such case, the Company shall send confirmatory copies of the notice by post if at least seven days prior to the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.

31.  INDEMNITIES FOR DIRECTORS

32. 21.1Subject to the provisions of, and so far as may be permitted by, the 2006 Act but without prejudice to any indemnity to which the person concerned may be otherwise entitled, every Director, secretary or other relevant officer of the Company shall be indemnified out of the Company's assets against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or the exercise of his powers or otherwise in relation to or in connection with his duties, powers or office, including any liability which may attach to him in respect of any negligence, default, breach of duty or breach of trust in relation to anything done or omitted to be done or alleged to have been done or omitted to be done by him as a Director, secretary or other relevant officer of the Company.

    21.2The Directors may buy and maintain at the cost of the Company insurance cover for or for the benefit of every Director, secretary or other relevant officer of the Company or of any associated company (as defined in section 256 of the 2006 Act) against any liability which may attach to him in respect of any negligence, default, breach of duty or breach of trust by him in relation to the Company (or such associated company), including anything done or omitted to be done or alleged to have been done or omitted to be done by him as a Director, secretary or other relevant officer of the Company or associated company.

    21.3Subject to the provisions of, and so far as may be permitted by, the Statutes, the Company, subject to prior approval of the Board, shall be entitled to fund the expenditure of every Director or other relevant officer of the Company incurred or to be incurred where such claims relate to the Company:

    (a)in defending any criminal or civil proceedings, or

    (b)in connection with any application under section 1157 of the 2006 Act,

    and otherwise may take any action to enable any such Director or other relevant officer to avoid incurring such expenditure.

    21.4In this Article 21, a relevant officer means any Director or other officer or former Director or other officer of the Company or an associated company, but excluding in each case any person engaged by the Company (or associated company) as auditor (whether or not he is also a Director or other officer), to the extent he acts in his capacity as auditor.

33.  REGISTERED OFFICE

34. The Company's registered office is to be situated in England and Wales.

35.  LIABILITY OF MEMBERS

36. The liability of the members is limited. Each member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company's assets if it should be wound up while he is a member or within one year after he ceases to be a member:

    (a)for payment of the  Company's debts and liabilities contracted before he ceases to be a member;

    (b)for payment of the costs, charges and expenses of winding up; and

    (c)for the adjustment of the rights of the contributories among themselves.

37. OBJECTS OF THE COMPANY
38.  to manage and administer the Property together with such other freehold or leasehold property or properties as the Company may by special resolution determine and any other land, buildings and real property, either on its own account or as trustee, nominee or agent of any other company or person;
39. to acquire and deal with and take options over any property, real or personal, including the Property, and any rights or privileges of any kind over or in respect of any property, and to improve, develop, sell, lease, accept, surrender or dispose of or otherwise deal with all or any part of such property and any and all rights of the Company therein or thereto;
40. to collect all rents, charges and other income and to pay any rates, taxes, charges, duties, levies, assessments or other outgoings of whatsoever nature charged, assessed, or imposed on or in respect of the Property or any part thereof;
41. to provide services of every description in relation to the Property and to maintain, repair, renew, redecorate, repair, clean, construct, alter and add to the Property and to arrange for the supply to it of services and amenities and the maintenance, landscaping and planting of any land, gardens and grounds comprised in the Property and to enter into contracts with buildings, tenants, contractors  and others and to employ appropriate staff and managing or other agents whatsoever in relation thereto;
42. to insure the Property or any other property of the Company or in which it has an interest against damage or destruction and such other risks as may be considered necessary, appropriate or desirable and to insure the Company against public liability and any other risks which it may consider prudent or desirable to insure against;
43. to establish and maintain capital reserves, management funds and any form of sinking fund in order to pay or contribute towards all fees, costs, and other expenses incurred in the implementation of the Company's objects and to require the members of the Company to contribute towards such reserves or funds at such times, in such amounts and in such manner as the Company may think fit and to invest and deal in and with such moneys not immediately required in such manner as may from time to time be determined;
44. to carry on any other trade or business whatever which can in the opinion of the board of Directors be advantageously carried on in connection with or as being ancillary to any of the businesses or activities of the Company;
45. to purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property;
46. to acquire and undertake the whole or any part of the business, goodwill  and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on and as part of the consideration for any such acquisition to undertake all or any of the liabilities of such person, form or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or  for co-operation,  or  for mutual assistance with any such person, firm or company, or for subsidising or otherwise assisting any  such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to  hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received;
47. to improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company;
48. to invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined by the board of Directors and to hold or otherwise deal with any investments made;
49. to guarantee or otherwise support or secure, either with or without the Company receiving any consideration or advantage and whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property, assets, rights and revenues (present and future) of the Company, or by both such methods or by any other means whatever, the performance of the liabilities and obligations of and the repayment or payment of any moneys whatever by any person, firm or company, including (but not limited to):
    1.  any liabilities and obligations whatever of, and the repayment or payment of any moneys whatever by, any company which is for the time being or is likely to become the Company's holding company or a subsidiary of the Company or another subsidiary of the Company's holding company or otherwise associated with the Company in business, and
    2. any liabilities and obligations  incurred In connection with or for the purpose of the acquisition of shares in any company which is for the time being the Company's holding company in so far  as the  giving of any  such guarantee or other support or security is not prohibited by law, and
    3. the repayment or payment of the principal amounts of, and premiums, interest and dividends on, any borrowings and securities;
50. to borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company's property or assets (whether present or future), and also by a similar mortgage, standard security, lien or security to secure and guarantee the performance by the Company of  any obligation or liability it may undertake or which may become binding on it;
51. to operate bank accounts and to draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferrable instruments;
52. to apply for, promote, and obtain any Act of Parliament, order, or licence of the Department of Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company's constitution, or for any other purpose which may seem to the board of Directors calculated directly or indirectly to promote the Company's interests, and to oppose any proceedings or applications which may seem to the board of Directors calculated directly or indirectly to prejudice the Company's interests;
53. to enter into any arrangements with any government or authority (supreme, municipal, local or otherwise) that may seem to the board of Directors to be conducive to the attainment of the Company's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which such board may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges and concessions;
54. to control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem to the board of Directors desirable with respect to any business or operations of or generally with respect to any such company or companies;
55. to promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear to the board of Directors to be likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid;
56. to sell or otherwise dispose of the whole or any part of the property of the Company, either together or in portions, for such consideration as the board of Directors may think fit provided always that such disposal shall only be made to a Qualified Person;
57. to act as agent or broker and as trustee or nominee for any person, firm or company, and to undertake and perform sub-contracts;
58. to remunerate any person, firm or company rendering services to the Company by cash payment or otherwise;
59. to pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any shares or other securities of the Company;
60. to provide, and establish and maintain or concur in establishing and maintaining trusts, funds, schemes, clubs or other arrangements (whether contributory or non-contributory) with a view to providing pensions, insurances, allowances, gratuities, bonuses and incentives and benefits of every description including, but not limited to, retirement benefits schemes and/or life assurance schemes to or for the benefit of officers, ex-officers, employees or ex-employees  of the Company or its predecessors in business or of any company which is for the time being or has at any time been the Company's holding company or a subsidiary of the Company or another subsidiary of that holding company or of any predecessor in business of any such company or the dependents or relatives of any such persons, and to provide or lend money or provide other financial assistance in accordance with or for the purposes of such arrangements;
61. to distribute among the members of the Company in kind any property of the Company of whatever nature;
62. to procure the Company to be registered or recognised in any part of the world;
63. to do all or any of the things or matters aforesaid in any part of the world and either as principal, agent, contractor or otherwise, and by or through agents, brokers, sub­contractors or otherwise and either alone or in conjunction with others;
64. to do all such other things as may be deemed incidental or conducive to the attainment of the Company's objects or any of them and so that none of the objects set out in this Article 24 shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such Article, or by reference to or inference from the terms of any other Article, or by reference to or inference from the name of the Company.

65. The Company's objects are:-