SCHEDULE 3MODEL ARTICLES FOR PUBLIC COMPANIES

PART 3DECISION-MAKING BY MEMBERS

VOTING AT GENERAL MEETINGS

Demanding a pollI136

1

A poll on a resolution may be demanded—

a

in advance of the general meeting where it is to be put to the vote, or

b

at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

2

A poll may be demanded by—

a

the chairman of the meeting;

b

the directors;

c

two or more persons having the right to vote on the resolution; or

d

a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.

3

A demand for a poll may be withdrawn if—

a

the poll has not yet been taken, and

b

the chairman of the meeting consents to the withdrawal.