SCHEDULES

SCHEDULE 2 Further Provisions with respect to the Constitution and Proceedings of Associated British Ports and Related Matters

Auditors

10

(1)

The auditors of Associated British Ports shall be appointed by the Holding Company for such period as the Holding Company may determine but, without prejudice to any claim for damages for breach of contract, may be removed by the Holding Company at any time.

(2)

The amounts payable by Associated British Ports to its auditors in respect of remuneration and expenses shall be determined by the Holding Company.