SCHEDULE 1 U.K. MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES

PART 2 U.K. DIRECTORS

DECISION-MAKING BY DIRECTORS U.K.

Casting vote U.K.

13.—(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.

(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

Commencement Information

I1 Sch. 1 art. 13 in force at 1.10.2009, see reg. 1