New Articles of Association 2015

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Classification: General
3
director ... means a director for the time being of the
Company;
Director Nomination ... means a notice given by a member entitled to
vote at a general meeting of his intention to
propose a resolution for the election of a
proposed director (other than himself), stating
the particulars of the proposed director which
would be required to be included in the
Company's register of directors if the proposed
director were elected, together with a notice
executed by the proposed director of his
willingness to be elected;
disclosure notice ... means a notice given to any person whom the
Company knows or has reasonable cause to
believe:
(i) to be interested in the Company's
shares, or
(ii) to have been so interested at any time
during the three years immediately
preceding the date on which the
disclosure notice is issued;
distribution ... has the meaning given in Article 115 of the Law;
dividend ... means a distribution that is identified as a
dividend and made in accordance with the
provisions of articles 110 or 11
electronic
communication
... has the same meaning as in the Electronic
Communications (Jersey) Law 2000;
electronic form ... means information sent or supplied by electronic
means (for example email or fax) or by any
other means while in electronic form (for
example, sending a list by post);
electronic signature ... has the meaning given in article 1(1) of the
Electronic Communications (Jersey) Law 2000;
employee share
scheme
... means any employee and/or executive incentive
plan or scheme established for the benefit of
employees and/or executives and their relations
(as determined in accordance with such plans or
schemes) of the Company and/or any of its
direct or indirect subsidiaries (whether or not
such plan or scheme is open to all employees,
executives or relations or not) and which is
operated either by the Company or any of its
direct or indirect subsidiaries or by a third party
on their behalf and under the terms of which
employees and/or executives and their relations
may acquire and/or benefit from shares or any
interest therein, whether directly or pursuant to
any option over shares granted to them or
otherwise;