SCHEDULE 1MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES

PART 2DIRECTORS

DECISION-MAKING BY DIRECTORS

Participation in directors’ meetings

10.

(1)

Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when—

(a)

the meeting has been called and takes place in accordance with the articles, and

(b)

they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

(2)

In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.

(3)

If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.