PART 9 SPROXIES AND CORPORATE REPRESENTATION

Proxy-holder with financial interestS

9.7.—(1) A proxy-holder must not vote for a resolution which would—

(a)directly or indirectly place the proxy-holder or any associate of the proxy-holder in a position to receive any remuneration, fees or expenses from the company's assets; or

(b)fix or change the amount of or the basis of any remuneration, fees or expenses receivable by the proxy-holder or any associate of the proxy-holder out of the company's assets.

(2) However, a proxy-holder may vote for a resolution described in paragraph (1) if the proxy specifically directs the proxy-holder to vote in that way.

(3) Where an office-holder is appointed as proxy-holder and that proxy is used under rule 9.5(2) by another person acting as chair, the office-holder is deemed to be an associate of the person acting as chair.