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SCHEDULEE+W+S

Commencement Information

I1Sch. in force at 1.7.1985, see reg. 1

TABLE EE+W+SAN UNLIMITED COMPANY HAYING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATIONE+W+S

1.  The company's name is “The Woodford Engineering Company”.E+W+S

2.  The company's registered office is to be situated in England and Wales.E+W+S

3.  The company's objects are the working of certain patented inventions relating to the application of microchip technology to the improvement of food processing, and the doing of all such other things as are incidental or conducive to the attainment of that object.E+W+S

ARTICLES OF ASSOCIATIONE+W+S

1.  Regulations 3, 32, 34 and 35 of Table A shall not apply to the company, but the articles hereinafter contained and, subject to the modification hereinafter expressed, the remaining regulations of Table A shall constitute the articles of association of the company.E+W+S

2.  The words "at least seven clear days' notice“shall be substituted for the words ”at least fourteen clear days' notice" in regulation 38 of Table A.E+W+S

3.  The share capital of the company is £20,000 divided into 20,000 shares of £1 each.E+W+S

4.  The company may by special resolution—E+W+S

(a)increase the share capital by such sum to be divided into shares of such amount as the resolution may prescribe;

(b)consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

(c)subdivide its shares, or any of them, into shares of a smaller amount than its existing shares;

(d)cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person;

(e)reduce its share capital and any share premium account in any way.