SCHEDULE 1MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES

PART 3SHARES AND DISTRIBUTIONS

DIVIDENDS AND OTHER DISTRIBUTIONS

Non-cash distributionsI134

1

Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company).

2

For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution—

a

fixing the value of any assets;

b

paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and

c

vesting any assets in trustees.