SCHEDULE 1 E+W ARTICLES OF ASSOCIATION OF AN RTM COMPANYTHE COMPANIES ACT 2006ARTICLES OF ASSOCIATION OF [NAME] RTM COMPANY LIMITEDA COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

PART 4 E+W DECISION-MAKING BY MEMBERS

VOTING AT GENERAL MEETINGS E+W

Amendments to resolutions E+W

38.—(1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if—

(a) notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chair of the meeting may determine), and

(b) the proposed amendment does not, in the reasonable opinion of the chair of the meeting, materially alter the scope of the resolution.

(2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if—

(a) the chair of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

(b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

(3) If the chair of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chair’s error does not invalidate the vote on that resolution.

Commencement Information

I1 Sch. 1 art. 38 in force at 30.11.2011, see reg. 1(2)