Companies Act 2006 Private Company Limited By Shares Articles of Association of [insert name of company] Limited (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)–(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)–(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records), 51 (provision for employees on cessation of business), 52 (indemnity) and 53 (insurance) shall not apply to the Company. 1.3 Any

Companies Act 2006 Private Company Limited By Shares Articles of Association of [insert name of company] Limited (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] [insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)–(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)–(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records) 51 (provision for employees on cessation of business), 52 (indemnity)

Private Company Limited By Shares Articles of Association of [insert name of company] Limited (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any legislation or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 6(2), 7, 8, 11(2), 11(3), 13, 14(1), 14(2), 14(3), 14(4), 14(5), 16, 17, 22, 26(5), 39, 44(2), 50, 51, 52 and 53 shall not apply to the Company. 1.3 Any reference to the ‘chairman’ in the Model Articles, shall for the purposes of these Articles be deemed as a reference to the ‘chair’. 2 Definitions and Interpretation 2.1 In these Articles, unless the context otherwise requires, the following expressions shall have the following meanings: Articles

Private Company Limited By Shares Articles of Association of [Insert name of company] Limited (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 6(2) (committees), 7 (directors to take decisions collectively), 8 (unanimous decisions), 9(3) and 9(4) (calling a directors’ meeting), 11(2) and 11(3) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1–5) (conflicts of interest), 16 (directors’ discretion to make further rules), 17 (methods of appointing directors), 22 (powers to issue different classes of shares), 26(5) (share transfers), 27–29 (transmission of shares),

Private Company Limited By Shares Articles of Association of [Insert name of company] Limited (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 6(2) (committees), 7 (directors to take decisions collectively), 8 (unanimous decisions), 9(3) and 9(4) (calling a directors’ meeting), 11(2) and 11(3) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1–5) (conflicts of interest), 16 (directors’ discretion to make further rules), 17 (methods of appointing directors), 22 (powers to issue different classes of shares), 26(5) (share transfers), 27–29 (transmission of shares),

Private Company Limited By Shares Articles of Association of [insert name of company] Limited (the Company) (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 6(2) (committees), 7 (directors to take decisions collectively), 8 (unanimous decisions), 9(3) and 9(4) (calling a directors’ meeting), 11(2) and 11(3) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1–5) (conflicts of interest), 16 (directors’ discretion to make further rules), 17 (methods of appointing directors), 22 (powers to issue different classes of shares), 26(5) (share transfers), 27–29 (transmission of shares), 36 (authority

Private Company Limited By Shares Articles of Association of [insert name of company] Limited (the Company) (Incorporated in England and Wales under registered no. [insert company number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 6(2) (committees), 7 (directors to take decisions collectively), 8 (unanimous decisions), 9(3) and 9(4) (calling a directors’ meeting), 11(2) and 11(3) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1-5) (conflicts of interest), 16 (directors’ discretion to make further rules), 17 (methods of appointing directors), 22 (powers to issue different classes of shares), 26(5) (share transfers), 36 (authority

Private Company Limited By Shares Articles of Association of [insert name of company] Limited (the Company) (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 6(2) (committees), 7 (directors to take decisions collectively), 8 (unanimous decisions), 9(3) and 9(4) (calling a directors’ meeting), 11(2) and 11(3) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1–5) (conflicts of interest), 16 (directors’ discretion to make further rules), 17 (methods of appointing directors), 22 (powers to issue different classes of shares), 26(5) (share transfers), 27–29 (transmission of shares), 36 (authority to

The Companies Act [1948 OR 1985 OR 2006] Public company limited by shares Articles of association of [insert name] PLC [(adopted by special resolution passed on [date])] Part 1, interpretation and limitation of liability 1 Defined terms and interpretation 1.1 In the articles, unless the context requires otherwise: articles • means the company’s articles of association; auditors • the auditors of the company for the time being; 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; board • means the board of directors of the company from time to time, or those directors present at a duly convened quorate meeting of the directors; CA 2006 • means the Companies Act 2006; call • has the meaning given in article 72; call notice • has the meaning given in article 72; certificated • means, in relation to a share, a share that it is not in uncertificated form; chair • has the meaning given in article 14; chair of the meeting • has the meaning given in article 42; clear days • in relation to a notice, excludes the day the notice is deemed under the articles to be given and the day for which the specified period expires; company’s lien

Companies Act 2006 Private Company Limited By Shares Articles of Association of [insert name of company] Limited (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)-(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)-(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records), 51 (provision for employees on cessation of business), 52 (indemnity) and 53 (insurance)

Companies Act 2006 Private Company Limited By Shares Articles of Association of [insert name of company] Limited (Incorporated in England and Wales under registered no. [insert number]) (Adopted by Special Resolution passed on [insert date] 20[insert year]) 1 Model Articles 1.1 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)–(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)–(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records) 51 (provision for employees on cessation of business), 52 (indemnity) and 53 (insurance)

The Companies Act 2006 Private Company Limited by Guarantee Articles of association of [INSERT NAME] limited Part 1, interpretation and limitation of liability 1 Defined terms and interpretation 1.1 In the articles, unless the context requires otherwise: address • has the meaning given in section 1148 of the Companies Act 2006; 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; chair • has the meaning given in article 13; chair of the meeting • has the meaning given in article 30; 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; 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; electronic means • has the meaning given in section 1168 of the Companies Act 2006; eligible director • has the meaning given in article 9; hard copy form • has the meaning given in section 1168 of the Companies