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5

Memorandum of

Association

...

means the document of the same name of the

Company, as from time to time altered;

Office

...

means the registered office for the time being of

the Company;

officer

...

includes, in relation to a body corporate, a

director, manager or secretary;

Official List

...

means the official list maintained by the FCA;

Operator

...

has the meaning given to "authorized operator"

in the Uncertificated Securities Order;

ordinary resolution

...

means a resolution of the Company in general

meeting passed by a simple majority of the

votes cast at that meeting;

paid up

...

means paid up or credited as paid up;

person entitled by

transmission

...

means a person whose entitlement to a share in

consequence of the death or bankruptcy of a

member or of any other event giving rise to its

transmission by operation of law has been noted

in the register;

a proxy notification

address

...

means the address or addresses, including any

electronic address, specified in a notice of a

meeting or in any other information issued by

the Company in relation to a meeting (or, as the

case may be, an adjourned meeting or a poll)

for the receipt of proxy notices relating to that

meeting (or adjourned meeting or poll) or, if no

such address is specified, the Office;

qualifying person

...

means:

(i)

an individual who is a member of the

Company;

(ii)

a person authorised to act as the

representative of a body corporate in

relation to the meeting; or

(iii)

a person appointed as proxy of a

member in relation to the meeting;

register

...

means the register of members of the Company

to be kept and maintained in Jersey pursuant to

these articles and the Statutes;