Memorandum of Association

41.3 in the case of a poll or secret ballot be deposited or received as aforesaid not less than twenty-four (24) hours before the time appointed or the taking of the poll or the secret ballot and in default of the deposit, delivery, or receipt in a manner aforesaid the appointment of a proxy shall be treated as invalid.

The appointment of a proxy shall be treated as invalid twelve (12) months from its date of execution.

42 A vote given or poll or secret ballot demanded by a proxy shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll or secret ballot or death of the appointor unless notice of the determination or death was received by the Society at the Registered Office or at such other place within the United Kingdom at which the instrument of proxy was duly deposited or, where the appointment of the proxy was contained in an electronic communication, at the address at which such appointment was duly received before the commencement of the meeting or adjourned meeting at which the vote is given or the poll or secret ballot demanded or (in the case of a poll or a secret ballot taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll or the secret ballot.

43 In Articles 41 and 42 “address”, in relation to electronic communications, includes any number or address used for the purposes of such communications.

POWERS OF THE COUNCIL

44 The business of the Society shall be managed by the Council who may exercise all such powers of the Society as are not required to be exercised by the Society in General Meeting. Any such requirement may be imposed either by the provisions of the statutes for the time being in force and affecting the Society or by the Articles, but no amendment to the Articles shall invalidate any prior act of the Council which would have been valid if that amendment had not been made.

COMPOSITION OF THE COUNCIL