Pelatro : Proposed Pelatro New Articles of Association

ARTICLES FOR PELATRO LIMITED

INDEX TO THE ARTICLES

PART 1

INTERPRETATION AND LIMITATION OF LIABILITY

1. Defined terms
2. Liability of members

PART 2

DIRECTORS

DIRECTORS' POWERS AND RESPONSIBILITIES

1. Directors' general authority
2. Shareholders' reserve power
3. Directors may delegate
4. Committees

DECISION-MAKING BY DIRECTORS

1. Directors to take decisions collectively
2. Unanimous decisions
3. Calling a directors' meeting
4. Participation in directors' meetings
5. Quorum for directors' meetings
6. Chairing of directors' meetings
7. Casting vote
8. Conflicts of interest
9. Records of decisions to be kept
10. Directors' discretion to make further rules

APPOINTMENT OF DIRECTORS

1. Methods of appointing directors
2. Termination of director's appointment
3. Directors' remuneration
4. Directors' expenses

PART 3

SHARES AND DISTRIBUTIONS

SHARES

1. All shares to be fully paid up
2. Powers to issue different classes of share
3. Company not bound by less than absolute interests
4. Share certificates
5. Replacement share certificates
6. Share transfers
7. Transmission of shares
8. Exercise of transmittees' rights
9. Transmittees bound by prior notices

DIVIDENDS AND OTHER DISTRIBUTIONS

1. Procedure for declaring dividends
2. Payment of dividends and other distributions
3. No interest on distributions
4. Unclaimed distributions
5. Non-cashdistributions
6. Waiver of distributions

CAPITALISATION OF PROFITS

36. Authority to capitalise and appropriation of capitalised sums

PART 4

DECISION-MAKING BY SHAREHOLDERS

ORGANISATION OF GENERAL MEETINGS

1. Attendance and speaking at general meetings
2. Quorum for general meetings
3. Chairing general meetings
4. Attendance and speaking by directors and non-shareholders
5. Adjournment

VOTING AT GENERAL MEETINGS

1. Voting: general
2. Errors and disputes
3. Poll votes
4. Content of proxy notices
5. Delivery of proxy notices
6. Amendments to resolutions

PART 5

ADMINISTRATIVE ARRANGEMENTS

1. Means of communication to be used
2. Company seals
3. No right to inspect accounts and other records
4. Provision for employees on cessation of business

DIRECTORS' INDEMNITY AND INSURANCE

1. Indemnity
2. Insurance

PART 1

INTERPRETATION AND LIMITATION OF LIABILITY

Defined terms

1. In the articles, unless the context requires otherwise- "articles" means the company's articles of association;

"bankruptcy" includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

"chairman" has the meaning given in article 12;

"chairman of the meeting" has the meaning given in article 39;

"Companies Acts" means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;

"director" means a director of the company, and includes any person occupying the position of director, by whatever name called;

"distribution recipient" has the meaning given in article 31;

"document" includes, unless otherwise specified, any document sent or supplied in electronic form;

"electronic form" has the meaning given in section 1168 of the Companies Act 2006; "fully paid" in relation to a share, means that the nominal value and any premium to be paid to the company in respect of that share have been paid to the company;

"hard copy form" has the meaning given in section 1168 of the Companies Act 2006; "holder" in relation to shares means the person whose name is entered in the register of

members as the holder of the shares;

"instrument" means a document in hard copy form;

"ordinary resolution" has the meaning given in section 282 of the Companies Act 2006; "paid" means paid or credited as paid;

"participate", in relation to a directors' meeting, has the meaning given in article 10; "proxy notice" has the meaning given in article 45;

"shareholder" means a person who is the holder of a share; "shares" means shares in the company;

"special resolution" has the meaning given in section 283 of the Companies Act 2006; "subsidiary" has the meaning given in section 1159 of the Companies Act 2006;

"transmittee" means a person entitled to a share by reason of the death or bankruptcy of a

shareholder or otherwise by operation of law; and

"writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.

Liability of members

2. The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

PART 2

DIRECTORS

DIRECTORS' POWERS AND RESPONSIBILITIES

Directors' general authority

3. Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

Shareholders' reserve power

4.-(1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.

1. No such special resolution invalidates anything which the directors have done before the passing of the resolution.

Directors may delegate

5.-(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles-

1. to such person or committee;
2. by such means (including by power of attorney);
3. to such an extent;
4. in relation to such matters or territories; and
5. on such terms and conditions;

as they think fit.

1. If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
2. The directors may revoke any delegation in whole or part, or alter its terms and conditions.

Committees

6.-(1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

1. The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

DECISION-MAKING BY DIRECTORS

Directors to take decisions collectively

7.-(1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.

1. If-
2. 1. the company only has one director, and
   2. no provision of the articles requires it to have more than one director,