New Articles of Association 2015

Classification: General

Dis-application of pre-emption rights

(1)

Subject (other than in relation to the sale of treasury shares) to the board being generally

authorised to allot relevant securities in accordance with article

the Company may from

time to time resolve, by special resolution, that the board be given power to allot equity

securities wholly for cash and, on the passing of the resolution, the board shall have power

to allot (pursuant to that authority) equity securities wholly for cash as if article

did not

apply to the allotment but that power shall be limited:

(a)

to the allotment of equity securities in connection with a rights issue; or

(b)

to the allotment (other than in connection with a rights issue) of equity securities

having a nominal amount not exceeding in aggregate the sum specified in the

special resolution or up to a nominal amount not specified in the special resolution

but which will be determined by the application of an equation or formula set out in

the special resolution,

and unless previously revoked, that power shall (if so provided in the special resolution)

expire on the date specified in the special resolution of the Company. The Company may

before the power expires make an offer or agreement which would or might require equity

securities to be allotted after it expires.

Tag along rights

(1)

No person shall transfer (and the board shall refuse to register a transfer of) any shares in

the Company if that transfer would result in a person obtaining or increasing a controlling

interest (the proposed transfer) unless:

(a)

an offer (a

tag along offer

) has been made to all the other holders of shares to

acquire all of their shares on terms no less favourable than those applying to the

proposed transfer, and that offer is expressed to be open for acceptance for at

least 21 days; or

(b)

the proposed transfer is made in connection with a listing.

(2)

An offer shall be a tag along offer and shall be deemed to be on no less favourable terms

notwithstanding that:

(a)

the consideration set out in the offer includes an element of non-cash

consideration in the form of securities of the relevant offeror or an associate of the

offeror notwithstanding that particular shareholders are receiving solely cash

consideration; and/or

(b)

it contains a provision providing for the payment or reimbursement by the offeror,

the Company or some other person of fees, costs and expenses incurred by some

or all of the holders of the shares in connection with the transfer of the shares held

by them.

10.

Power to pay commission and brokerage

The Company may pay commissions and brokerage fees on any issue of shares on such

terms as the directors think proper.

11.

Power to increase, consolidate, sub-divide and cancel shares

(1)

The Company may, by altering its Memorandum of Association by special resolution, alter

its share capital in any manner permitted by the Law.