THE COMPANIES ACT 2006

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

NEW ANGLIA LOCAL ENTERPRISE PARTNERSHIP LIMITED

PRELIMINARY

The model articles for private companies limited by guarantee contained in

Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as

amended (the “Model Articles”) shall apply to the Company save in so far as they

are excluded or varied by these Articles and such regulations (save as so excluded

or varied) and these Articles shall be the regulations of the Company.

INTERPRETATION

2.1

In these Articles and in the Model Articles the following expressions have the

following meanings unless inconsistent with the context:

“the Act”

the Companies Act 2006 as in force on the date

when these articles become binding upon the

Company;

“Ambassador Member”

Either the representative of a significant business

which operates in the LEP Region, whether or

not the principal place of that business is in the

LEP Region, or an individual from time to time

approved by the directors;

“these Articles”

these Articles of Association, whether as

originally adopted or as from time to time altered

by special resolution;

“Chairperson”

any person appointed by the directors to act as

chairperson of the board of directors;

“clear days”

in relation to the period of a notice means that

period excluding the day when the notice is given

or deemed to be given and the day for which it is

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given or on which it is to take effect;

“Connected Person”

shall have the same meaning as in section 839

of the Income and Capital Taxes Act 1998;

“Deputy Chairperson”

any person appointed by the directors to act as

deputy chairperson of the board of directors;

“the directors”

the directors for the time being of the Company

(as the context shall require) any of them

acting as the board of directors of the Company;

“Education Sector Director”

any person appointed as a director under article

5.3.3;

“Education Sector Member”

any institution admitted to membership in

accordance with article 5.3.1;

“executed”

includes any mode of execution;

“LEP Region”

the geographical region assigned to the LEP

from time to time;

“member”

any member of the Company, of whatever class;

“Private and Education Sector

the Private Sector Directors and the Education

Director”

Sector Directors;

“Private and Education Sector

the Private Sector Members and the Education

Member”

Sector Members;

“Private Sector Director”

any person appointed as a director under article

5.1.3;

“Private Sector Member”

any person admitted to membership in

accordance with article 5.1.1;

“Public Sector Director”

any person appointed as a director under article

5.2.3;

“Public Sector Member”

any local authority admitted to membership in

accordance with article 5.2.1;

“qualified person”

a person directly holding a relevant interest

whether the original grantee of a relevant interest

or an assignee thereof

(in the case of a

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leasehold interest) or the owner (in the case of

the freehold) of a relevant interest other than the

Company and where there is more than one

such person then such persons jointly;

“secretary”

the secretary of the Company or any other

person appointed to perform the duties of the

secretary of the Company, including a joint,

assistant or deputy secretary;

“the United Kingdom”

Great Britain and Northern Ireland.

2.2

Unless the context otherwise requires, words or expressions contained in these

Articles and in the Model Articles shall bear the same meaning as in the Act but

excluding any statutory modification thereof not in force when these Articles become

binding on the Company. Regulation 1 of the Model Articles shall not apply to the

Company.

2.3

The definition of “subsidiary” in the Model Articles shall be amended by the addition

of the following words “and a company shall be treated, for the purpose only of the

membership requirement contained in subsections 1159(1)(b) and (c), as a member

of another company even if its shares in that other company are registered in the

name of (a) another person (or its nominee), whether by way of security or in

connection with the taking of security, or (b) its nominee.

OBJECTS

3.1

The objects for which the Company is established are (the “Objects”):

3.1.1

to stimulate economic growth, employment, community development,

inward investment and commerce in Norfolk and Suffolk.

3.1.2

to promote Norfolk and Suffolk positively at regional, national, European

and international levels on matters affecting its economic development.

3.2

In furtherance of the objects but not further or otherwise the Company may exercise

the following powers:

3.2.1

to do all such things which in the opinion of the directors are in the best

interests of the Company and its members or the other users of the

Company’s services;

3.2.2

to do all such other things as may be deemed incidental or conducive to

the attainment of the Company’s objects or any of them.

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MEMBERSHIP

4.1

The members shall be categorised as follows:

4.1.1

Private Sector Members;

4.1.2

Public Sector Members; and

4.1.3

Education Sector Members.

4.2

Membership shall be open to persons who posses the characteristics

(as

appropriate) set out in articles 5.1 to 5.3 (inclusive), and who:

4.2.1

apply to the Company in the form required by the directors;

4.2.2

are approved by the directors; and

4.2.3

sign a written consent to become a member agreeing to be bound by

these Articles.

4.3

The directors shall be entitled to refuse admission to membership if:

4.3.1

in their opinion, the person does not posses the required characteristics

of a member pursuant to articles 5.1.1, 5.2.1 or 5.3.1 (as appropriate); or

4.3.2

in their opinion, they consider it not to be in the best of interests of the

Company to admit such person as a member.

4.4

Membership shall not be transferable.

RIGHTS OF MEMBERSHIP

5.1

The Private Sector Members shall:

5.1.1

consist of individuals who undertake business, professional or other

commercial activities within the LEP Region with a view to making profit;

5.1.2

subject to article 5.1.3, each be entitled to exercise one vote in relation

to any resolution of the members; and

5.1.3

subject to article 10.2.1, have the right, as a class of members, from time

to time to appoint as their representatives up to ten natural persons to be

directors and may at any time remove any such person and appoint

another person in their place.

5.2

The Public Sector Members shall:

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5.2.1

be Norfolk County Council, Norwich City Council, Suffolk County Council

and Ipswich Borough Council and such of the district councils in the LEP

Region who apply to become members;

5.2.2

subject to article 5.2.3, each be entitled to exercise one vote in relation

to any resolution of the members; and

5.2.3

subject to article 10.2.2, have the right, as a class of members, from time

to time to appoint as their representatives, up to 6 persons, comprising 1

person from each of Norfolk County Council, Norwich City Council,

Suffolk County Council, Ipswich Borough Council and up to 2 persons

from the district councils in the LEP Region, to be directors and may at

any time appoint or remove any such person and appoint another

person in their place.

5.3

The Education Sector Members shall:

5.3.1

consist of universities or colleges

(including

16-19 academies)

established for, or other providers of, further or higher education in the

LEP Region;

5.3.2

subject to article 5.3.3, each be entitled to exercise one vote in relation

to any resolution of the members; and

5.3.3

subject to article 10.2.3, have the right, as a class of members, from time

to time to appoint as their representatives up to two persons to be

directors and may at any time remove any such person and appoint

another person in their place.

5.4

Any appointments or removals of directors referred to in articles 5.1.3, 5.2.3 or 5.3.3

shall be effected in writing signed by or on behalf of a majority of the relevant

members and shall take effect upon lodgement at the Company’s registered office

or on delivery to a meeting of the directors. Any such representative director shall

be entitled to notice of board meetings, to attend all board meetings and to receive

copies of all documents to be considered at board meetings, and to speak and vote

at such meetings.

5.5

The rights of a class of members under these Articles shall only be varied if:

5.5.1

75% of the members of that class consent in writing to the variation; or

5.5.2

a special resolution is passed at a separate class meeting of those

members agreeing to the variation.

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5.6

The provisions regarding general meetings in these Articles shall, subject to the

necessary changes being made, apply to such class meeting of the members.

TERMINATION OF MEMBERSHIP

6.1

Subject to article 6.2, a member shall cease to be a member if:

6.1.1

such member gives written notice to the Company of their resignation as

a member;

6.1.2

such member dies (if a natural person), or (if not a natural person)

ceases to exist;

6.1.3

such member is declared bankrupt (in the case of a natural person) or (if

not a natural person) makes any arrangement or composition with its

creditors, or goes into liquidation;

6.1.4

the members pass an ordinary resolution to remove such member; or

6.1.5

such member ceases to possess the required characteristics of a

member pursuant to articles 5.1.1, 5.2.1 or 5.3.1 (as appropriate).

6.2

Upon any member ceasing to be a member for any reason, any person appointed

as a director to be their representative shall at the same time vacate their office as a

director.

6.3

The number of members shall not at any time be fewer than 15. Where a person is

precluded from ceasing to be a member of the Company by reason of the foregoing

restriction, upon an additional member subsequently increasing the number of

members of the Company (other than persons who have ceased to be qualified

persons) above 15, the member whose membership has ceased pursuant to article

6.1 shall immediately cease to be a member of the Company.

GENERAL MEETINGS

7.1

The directors may call general meetings and shall proceed to convene a general

meeting on the requisition of members pursuant to the provisions of the Act.

7.2

Subject to articles 7.3 and 7.4, the Company shall in each year hold an annual

general meeting in addition to any other meetings in that year, and shall be held at

such time and at such place as the directors shall appoint.

7.3

The Company must hold its first annual general meeting within 18 months after the

date of its incorporation.

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7.4

An annual general meeting must be held in each subsequent year and not more

than 18 months may elapse between successive annual general meetings.

7.5

All general meetings shall be called by at least fourteen clear days’ notice but a

general meeting may be called by shorter notice if it is so agreed in accordance with

section 307(4) of the Act. The notice shall specify the time and place of the meeting

and the general nature of the business to be transacted.

7.6

Notwithstanding that the Company does not have a share capital, every notice

convening a general meeting shall comply with the provisions of the Act as to giving

information to members in regard to their right to appoint proxies; and notices of and

other communications relating to any general meeting which any member is entitled

to receive shall be sent to the directors and to the auditors, if any, for the time being

of the Company.

7.7

No business shall be transacted at any general meeting unless the requisite quorum

is present at the commencement of the business and also when such business is

voted upon. Nine members present in person or by proxy, which shall consist of no

fewer than 6 Private and Education Sector Members and no fewer than 3 Public

Sector Members, shall be a quorum for all purposes. A corporation being a member

shall be deemed to be personally present if represented in accordance with the

provisions of the Act.

7.8

If a quorum is not present within half an hour from the time appointed for a general

meeting the general meeting shall stand adjourned to the same day in the next week

at the same time and place or to such other day and at such other time and place as

the directors may determine; and if at the adjourned general meeting a quorum is

not present within half an hour from the time appointed therefor the member or

members present in person or by proxy or

(being a body corporate) by

representative and entitled to vote upon the business to be transacted shall

constitute a quorum and shall have power to decide upon all matters which could

properly have been disposed of at the meeting from which the adjournment took

place. Regulation 27 of the Model Articles shall not apply to the Company.

7.9

The accidental omission to give notice of a meeting any member entitled to receive

notice of and attend and vote at general meetings shall not invalidate the

proceedings at that meeting.

7.10

A proxy shall be entitled to vote on a show of hands.

AMBASSADORS

8.1

Ambassador Members shall be appointed by a majority the directors and will, upon

written notice by a majority of the directors, cease to be Ambassador Members.

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8.2

The directors shall in each year convene no fewer than

2 meetings of the

Ambassadors Members (“Ambassador Meeting”) to which other stakeholders (as

determined from time to time by the directors) will also be invited.

8.3

The principal purpose of any Ambassador Meeting shall be to give the directors the

opportunity to give an account of the performance of the Company.

8.4

All Ambassador Meetings shall be called by at least 14 clear days’ notice. The

notice shall specify the time and place of the meeting.

ALTERNATE DIRECTORS

9.1

No director shall be entitled to appoint an alternate director or anyone to act on their

behalf at meetings of the directors.

10.

DIRECTORS

10.1

The number of directors may be determined by the members and until so

determined shall be no fewer than 10.

10.2

A director must be a natural person and must at all times possess the following

characteristics (as appropriate) unless otherwise approved by special resolution of

the members:

10.2.1

in respect of a Private Sector Director, an owner (in whole or in part), or

officer or principal of a business or undertaking carried on with a view to

making profit and conducting the whole or a part of its business within

the LEP Region;

10.2.2

in respect of a Public Sector Director, a leader or deputy leader, or

cabinet member with lead responsibility for economic development

within a Public Sector Member; or

10.2.3

in respect of an Education Sector Director, a vice-chancellor, pro vice-

chancellor, principal or person of equivalent seniority in an Education

Sector Member.

10.3

The directors may regulate their proceedings as they think fit, subject to the

provisions of these Articles.

10.4

Questions arising at a meeting of the directors shall be decided by a majority of

votes.

10.5

In the case of an equality of votes, the person chairing the meeting shall have a

second or casting vote.

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10.6

Any director may call a meeting of the directors.

10.7

Subject to article

10.8, no business shall be transacted at any meeting of the

directors unless a quorum is present. A quorum shall be 9 directors present in

person and shall include no fewer than 6 Private and Education Sector Directors

and no fewer than 3 Public Sector Directors. Notwithstanding any vacancies in their

number, the continuing directors or, where there is only one, the sole continuing

director may continue to act, but if the number of directors is fewer than the number

fixed as the quorum, they may act only for the purposes of calling a general

meeting.

10.8

If a quorum is not present within half an hour from the time appointed for a meeting

of the directors the meeting shall stand adjourned to the same day in the next week

at the same time and place or to such other day and at such other time and place as

the directors may determine, and if at the adjourned meeting a quorum is not

present within half an hour from the time appointed the directors present shall

constitute a quorum and shall have the power to decide upon all matters which

could properly have been disposed of at the meeting from which the adjourned

meeting took place.

11.

DISQUALIFICATION AND REMOVAL OF DIRECTORS

11.1

The office of a director shall be vacated if:

11.1.1

he ceases to be a director by virtue of any provision of the Act or these

Articles or he becomes prohibited by law from being a director; or

11.1.2

he becomes bankrupt or makes any arrangement or composition with

his creditors generally; or

11.1.3

he is, or may be, suffering from mental disorder and either:

11.1.3.1 he is admitted to hospital in pursuance of an application for

admission for treatment under the Mental Health Act 1983

or, in Scotland, an application for admission under the

Mental Health (Scotland) Act 1960, or

11.1.3.2 an order is made by a court having jurisdiction (whether in

the United Kingdom or elsewhere) in matters concerning

mental disorder for his detention or for the appointment of a

receiver, curator bonis or other person to exercise powers

with respect to his property or affairs; or

11.1.4

he resigns his office by notice to the Company;

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11.1.5

he shall for more than six consecutive months have been absent without

permission of the directors from meetings of directors held during that

period and the directors resolve that his office be vacated;

11.1.6

he ceases to have the characteristics (as appropriate) required pursuant

to article 10.2; or

11.1.7

he is directly or indirectly involved in any transaction or arrangement and

fails to declare the nature of his interest in the manner required by article

12.

11.2

Upon any director who is also a Private Sector Member vacating their office as a

director of the Company for any reason, such director shall at the same time cease

to be a member.

11.3

Regulation 18 of the Model Articles shall not apply to the Company.

12.

PROCEEDINGS OF THE DIRECTORS

12.1

Subject to the provisions of the Act, and provided that he has first disclosed to the

directors the nature and extent of any interest of his, a director notwithstanding his

office:

12.1.1

may be a party to or otherwise interested in any transaction or

arrangement with the Company or in which the Company is in any way

interested;

12.1.2

may be a director or other officer of or employed by or be a party to any

transaction or arrangement with or otherwise interested in any body

corporate promoted by the Company or in which the Company is in any

way interested;

12.1.3

may, or any firm or company of which he is a member or director may,

act in a professional capacity for the Company or any body corporate in

which the Company is in any way interested;

12.1.4

shall not by reason of his office be accountable to the Company for any

benefit which he derives from such office, service or employment or from

any such transaction or arrangement or from any interest in any such

body corporate and no such transaction or arrangement shall be liable to

be avoided on the ground of any such interest or benefit;

but shall not be entitled to vote on any resolution and shall not be counted in the

quorum on any matter referred to in any of articles 12.1.1 to 12.1.4 (inclusive) or on

any resolution which in any way concerns or relates to a matter in which he has,

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directly or indirectly, any kind of interest whatsoever and if he shall vote on any such

resolution as his vote shall not be counted.

12.2

For the purposes of article 12.1:

12.2.1

a general notice to the directors that a director is to be regarded as

having an interest of the nature and extent specified in the notice in any

transaction or arrangement in which a specified person or class of

persons is interested shall be deemed to be a disclosure that the director

has an interest in any such transaction of the nature and extent so

specified;

12.2.2

an interest of which a director has no knowledge and of which it is

unreasonable to expect him to have knowledge shall not be treated as

an interest of his; and

12.2.3

an interest of a person who is for any purpose of the Act (excluding any

statutory modification not in force when the Company was incorporated)

connected with a director shall be treated as an interest of the director.

12.3

Any director may participate in a meeting of the directors or a committee of the

directors of which he is a member by means of a conference telephone or similar

communications equipment whereby all persons participating in the meeting can

hear each other and participation in a meeting in this manner shall be deemed to

constitute presence in person at such meeting and, subject to these Articles and the

Act, he shall be entitled to vote and be counted in a quorum accordingly. Such a

meeting shall be deemed to take place where the largest group of those

participating is assembled or, if there is no such group, where the chairman of the

meeting then is.

12.4

Regulation 9 of the Model Articles shall be amended by adding the following

sentence at the end of sub-clause (3):

“Notice of every meeting of the directors shall be given to each director including

directors who may for the time being be absent from the United Kingdom and have

given the Company an address within the United Kingdom for service.”

13.

RETIREMENT OF PRIVATE SECTOR DIRECTORS AND CHAIRPERSON

13.1

All Private Sector Directors shall retire from office at the end of the next annual

general meeting after the expiry of each of their Terms of Appointment (as such

expression is defined below in article 13.2), and subject to articles 13.2, 13.3 and

13.4 shall be eligible for re-election by the members at that annual general meeting.

13.2

The expression “Terms of Appointment” shall have the following meaning:

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13.2.1

the initial term of appointment of any Private Sector Director shall be one

year;

13.2.2

the second term of appointment of any Private Sector Director shall be

no more than 2 years;

13.2.3

the third term of appointment of any Private Sector Director shall be no

more than 3 years;

13.2.4

the term of appointment of the Chairperson and the Deputy Chairperson

shall be three years.

13.3

A retiring Private Sector Director shall, subject to article 13.4, be eligible for re-

election for such term as specified in article 13.2 (as appropriate).

13.4

Any Private Sector Director who shall have served for a total term of 6 years shall

not be entitled to be re-elected. For the avoidance of doubt, any Chairperson (but

excluding any Deputy Chairperson) shall be entitled to serve for their full Term of

Appointment notwithstanding that they may serve for a total term as a Private Sector

Director in excess of 6 years.

14.

DIRECTORS' CONFLICTS OF INTEREST

14.1

The directors may, in accordance with the requirements set out in this article,

authorise any matter or situation proposed to them by any director which would, if

not authorised, involve a director breaching his duty under section 175 of the Act to

avoid conflicts of interest (“Conflict”).

14.2

Any authorisation under this article will be effective only if:

14.2.1

the matter in question shall have been proposed by any director for

consideration at a meeting of directors in the same way that any other

matter may be proposed to the directors under the provisions of these

Articles or in such other manner as the directors may determine;

14.2.2

any requirement as to the quorum at the meeting of the directors at

which the matter is considered is met without counting the director in

question; and

14.2.3

the matter was agreed to without his voting or would have been agreed

to if his vote had not been counted.

14.3

Any authorisation of a Conflict under this article may (whether at the time of giving

the authorisation or subsequently):

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14.3.1

extend to any actual or potential conflict of interest which may

reasonably be expected to arise out of the matter so authorised;

14.3.2

be subject to such terms and for such duration, or impose such limits or

conditions as the directors may determine; and

14.3.3

be terminated or varied by the directors at any time.

This will not affect anything done by the director prior to such termination or variation

in accordance with the terms of the authorisation.

14.4

In authorising a Conflict the directors may decide (whether at the time of giving the

authorisation or subsequently) that if a director has obtained any information through

his involvement in the Conflict otherwise than as a director of the Company and in

respect of which he owes a duty of confidentiality to another person, the director is

under no obligation to:

14.4.1

disclose such information to the directors or to any director or other

officer or employee of the company; or

14.4.2

use or apply any such information in performing his duties as a director,

where to do so would amount to a breach of that confidence.

14.5

Where the directors authorise a Conflict they may (whether at the time of giving the

authorisation or subsequently) provide, without limitation, that the director:

14.5.1

is excluded from discussions

(whether at meetings of directors or

otherwise) related to the Conflict;

14.5.2

is not given any documents or other information relating to the Conflict;

and

14.5.3

may not vote (or may not be counted in the quorum) at any future

meeting of directors in relation to any resolution relating to the Conflict.

14.6

Where the directors authorise a Conflict:

14.6.1

the director will be obliged to conduct himself in accordance with any

terms imposed by the directors in relation to the Conflict; and

14.6.2

the director will not infringe any duty he owes to the company by virtue

of sections 171 to 177 of the Act provided he acts in accordance with

such terms, limits and conditions (if any) as the directors impose in

respect of its authorisation.

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14.7

A director is not required, by reason of being a director (or because of the fiduciary

relationship established by reason of being a director), to account to the Company

for any remuneration, profit or other benefit which he derives from or in connection

with a relationship involving a Conflict which has been authorised by the directors or

by the Company in general meeting (subject in each case to any terms, limits or

conditions attaching to that authorisation) and no contract shall be liable to be

avoided on such grounds.

15.

DIRECTOR’S BENEFITS

15.1

No director or connected person may:

15.1.1

buy goods or services from the Company on terms preferential to those

applicable to members of the public;

15.1.2

sell goods, services or any interest in land to the Company;

15.1.3

be employed by or receive any remuneration from the Company;

15.1.4

receive any other financial benefit from the Company;

unless the payment is reasonable in all the circumstances and has been approved

in advance by the directors (provided always that any director so concerned may not

vote or be counted in the quorum at any such meeting of the directors).

16.

RECORDS OF DECISIONS TO BE KEPT

Where decisions of the directors are taken by electronic means, such decisions shall

be recorded by the directors in permanent form, so that they may be read with the

naked eye.

17.

THE SECRETARY

Subject to the Act, the secretary shall be appointed by the directors for such term,

such remuneration and upon such conditions as they think fit, and any secretary so

appointed may be removed by them, provided always that no director may hold

office as secretary, where such office is remunerated.

18.

MEANS OF COMMUNICATION TO BE USED

18.1

Any notice, document or other information shall be deemed served on or delivered

to the intended recipient:

18.1.1

if properly addressed and sent by prepaid United Kingdom first class

post to an address in the United Kingdom, 48 hours after it was posted

(or five business days after posting either to an address outside the

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United Kingdom or from outside the United Kingdom to an address

within the United Kingdom, if

(in each case) sent by reputable

international overnight courier addressed to the intended recipient,

provided that delivery in at least five business days was guaranteed at

the time of sending and the sending party receives a confirmation of

delivery from the courier service provider);

18.1.2

if properly addressed and delivered by hand, when it was given or left at

the appropriate address;

18.1.3

if properly addressed and sent or supplied by electronic means, one

hour after the document or information was sent or supplied; and

18.1.4

if sent or supplied by means of a website, when the material is first made

available on the website or (if later) when the recipient receives (or is

deemed to have received) notice of the fact that the material is available

on the website.

For the purposes of this article, no account shall be taken of any part of a day that is

not a working day.

18.2

In proving that any notice, document or other information was properly addressed, it

shall be sufficient to show that the notice, document or other information was

delivered to an address permitted for the purpose by the Act.

19.

INDEMNITY

19.1

Subject to the Act but without prejudice to any indemnity to which a director may

otherwise be entitled, each director (including an alternate director) or other officer

of the Company (other than any person (whether an officer or not) engaged by the

Company as auditor) shall be indemnified out of the assets of the Company against

all losses or liabilities which he may sustain or incur in or about the lawful execution

of the duties of his office or otherwise in relation thereto, including any liability

incurred by him in defending any proceedings, whether civil or criminal, in which

judgment is given in his favour or in which he is acquitted or the proceedings are

otherwise disposed of without any finding or admission of any material breach of

duty on his part or in connection with any application in which relief from liability is

granted to him by the court, and no director (including an alternate director) or other

officer shall be liable for any loss, damage or misfortune which may happen to or be

incurred by the Company in the lawful execution of the duties of his office or in

relation thereto. Regulation 38 of the Model Articles shall not apply.

19.2

Notwithstanding Regulation 39 of the Model Articles, the directors may authorise the

directors of companies within the same group of companies as the Company to

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purchase and maintain insurance at the expense of the Company for the benefit of

any director

(including an alternate director), or other relevant officer of such

company in respect of such liability, loss or expenditure as is referred to in

Regulation 39.

20.

INSURANCE

The Company may purchase and maintain, for the benefit of any director, officer or

auditor of the Company or of any company which is the holding company, a

subsidiary, or a fellow subsidiary of the Company, insurance against any liability as

is referred to in section 310(1) of the Act and, subject to the provisions of the Act,

against any other liability which may attach to him or loss or expenditure which he

may incur in relation to anything done or alleged to have been done or omitted to be

done as a director, officer or auditor.

21.

LIABILITY OF MEMBERS

21.1

The liability of each member is limited to £1.00, being the amount that each member

undertakes to contribute to the assets of the Company in the event of its being

wound up while he is a member or within one year after he ceases to be a member,

for:

21.1.1

payment of the Company’s debts and liabilities contracted before he

ceases to be a member;

21.1.2

payment of the costs, charges and expenses of winding up; and

21.1.3

adjustment of the rights of the contributories among themselves.

22.

WINDING UP

22.1

On the winding up of the Company all the assets that would otherwise be available

to the members generally shall be transferred:

22.1.1

directly in furtherance of the Objects; or

22.1.2

to any body with objects similar to the Objects.

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03-04-19)