Transfer of shares

Subject as mentioned below in relation to uncertificated shares, Ordinary Shares may be transferred in writing in any usual or common form or in any other form which the directors may approve. The instrument of transfer must specify the name and address of the transferee and be signed by or on behalf of the transferor and by or on behalf of the transferee, provided the board has discretion to dispense with execution of an instrument of transfer or accept mechanically executed transfers. The directors may also refuse to register a transfer (not being a fully paid up share) to a person of whom it does not approve, on which the Company has a lien or any share issued under any incentive scheme for employees upon which a restriction on transfer still subsists, provided always that where any such share is listed on the London Stock Exchange or the Official List of the UK Listing Authority, the refusal does not prevent dealings in shares of that class from taking place on an open and proper basis.

The directors may also refuse to register a transfer of any share (whether certificated or not and whether fully paid or not) to an infant or to a person of unsound mind or under other legal disability or to be held jointly by more than four persons.

There are no redemption or pre-emption rights on transfer attaching to Ordinary Shares.

Uncertificated shares may be transferred by means of the relevant system concerned and the directors may refuse to register a transfer of this nature to any person who is to hold it thereafter in certificated form.

The registration of transfers of shares or any class of shares may be suspended at such times and for such periods (not exceeding 30 days in any year) as the directors may determine.