1.                                      The regulations constituting the Standard Table prescribed pursuant to the Companies Law shall not apply to the Company and hereby are expressly excluded in their entirety.

2.                                      In these Articles, except where the subject or context otherwise requires:

address, includes a number or address used for the purposes of sending or receiving documents or information by electronic means;

Articles means these articles of association as altered from time to time by special resolution;

ASTC means ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532) or its successors in its capacity as an operator of a clearing and settlement facility under the Corporations Act 2001 (Australia);

(1) The Company changed its name from IGH Limited on 22 August 2008 and re-registered as a public limited company on the same date.

ASTC Settlement Rules means the rules from time to time promulgated by ASTC, as amended or replaced from time to time, except to the extent of any express written waiver or modification by ASTC or ASX;

ASX means ASX Limited (ACN 008 624 691) or its successors;

ASX listing means admission of the Company to the official list of ASX;

ASX Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable to the Company while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver or modification by ASX;

auditors means the auditors of the Company;

the board means the directors or any of them acting as the board of directors of the Company;

CDI means a CHESS Depositary Interest issued over shares in the Company as contemplated by the ASX Listing Rules;

CDI Holder means the holder of a CDI;

CDI Record Date shall have the meaning given in Article 67;

CDI Register means the register of CDI Holders to be established and maintained by or on behalf of the Company;

CDI Voting Instruction Receipt Time shall have the meaning given to it in Article 109;

CDI Voting Instructions shall have the meaning given in Article 108;

CDI Voting Notice shall have the meaning given in Article 109;

certificated share means a share in the capital of the Company that is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly;

clear days in relation to the sending of a notice means the period excluding the day on which a notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

Companies Law means the Companies (Jersey) Law 1991 (as amended), every order, regulation or other subordinate legislation made under it (including the Order) and every other statute from time to time in force concerning companies and affecting the Company as a matter of Jersey law;

Depositary Nominee means the entity which holds legal title to the shares in the capital of the Company to which the CDI Holders are beneficially entitled;

Depositary Nominee’s Overall Holding means the aggregate of the ordinary shares for the time being registered in the name of the Depositary Nominee;

director means a director of the Company;

the Disclosure and Transparency Rules means the UK Disclosure and Transparency Rules as amended from time to time relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made, as published by the Financial Services Authority of the United Kingdom;

dividend means dividend or bonus;

electronic copy, electronic form and electronic means have the meanings given to them by section 1168 of the UK Companies Act 2006;

entitled by transmission means, in relation to a share in the capital of the Company, entitled as a consequence of the death or bankruptcy of the holder or otherwise by operation of law;

hard copy and hard copy form have the meanings given to them by section 1168 of the UK Companies Act 2006;

Henderson UK means Henderson Group plc, a public limited company incorporated in England and Wales with registered number 02072534;

holder in relation to a share in the capital of the Company means the member whose name is entered in the register as the holder of that share;

Listing Rules means the listing rules issued by the UK Listing Authority from time to time;

member means a member of the Company;

Member Voting Record Time shall have the meaning given in Article 66;

Memorandum means the memorandum of association of the Company as amended from time to time;

office means the registered office of the Company;

Operator has the same meaning as “authorised” operator as provided for in the Order;

Order means the Uncertificated Securities (Jersey) Order 1999, as amended from time to time and any provisions of or under the Companies Law which supplement or replace such Order;

paid means paid or credited as paid;

participating class means a class of shares title to which is permitted by an Operator to be transferred by a relevant system;

recognised person means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, each of which terms has the meaning given to it by section 185(4) of the UK Companies Act 1985;

register means either or both of the issuer register of members and the Operator register of members of the Company;

relevant system means any computer based system and its related facilities and procedures that is provided by an Operator and by means of which title to units of a security can be evidenced and transferred in accordance with the Order, without a written instrument;

Scheme means the scheme of arrangement proposed to be implemented (as described in a circular to be sent to shareholders of Henderson UK on or about 12 September 2008) between Henderson UK and its ordinary shareholders, in its original form or with or subject to any modification, addition, or condition approved or imposed by the Court, to which scheme of arrangement the Company proposes at the date of the adoption of these Articles to consent;

seal means the common or any official seal that the Company may be permitted to have under the Companies Law;

secretary means the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the duties of the secretary;

Subscriber Ordinary Shares means the two initial subscriber ordinary shares in the capital of the Company whose rights are set out in Article 4B;

uncertificated share means a share of a class which is at the relevant time a participating class title to which is recorded on the register as being held in uncertificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly;

United Kingdom means Great Britain and Northern Ireland;

UK Companies Act 1985 means the United Kingdom Companies Act 1985 (as enacted at the date of adoption of these Articles, whether or not in force);

UK Companies Act 2006 means the United Kingdom Companies Act 2006 (as enacted at the date of adoption of these Articles, whether or not in force);

UK Insolvency Act 1986 means the United Kingdom Insolvency Act 1986 (as in force at the date of adoption of these Articles); and

working day has the meaning given by section 1173 of the UK Companies Act 2006.

3.                                      References to a document or information being sent, supplied or given to or by a person means such document, or information, or a copy of such document or information, being sent, supplied, given, delivered, issued or made available to or by,

or served on or by, or deposited with or by that person by any method authorised by these Articles, and sending, supplying and giving shall be construed accordingly.

References to writing mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and written shall be construed accordingly.

Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include corporations.

Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Companies Law, have the same meaning as in the Companies Law (but excluding any modifications not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.

Subject to the preceding two paragraphs and the definition of the UK Companies Act 1985 and the UK Companies Act 2006 in Article 2, references to any provision of any enactment or of any subordinate legislation (as defined by section 21(1) of the United Kingdom Interpretation Act 1978) include any modification or re-enactment of that provision for the time being in force.

Headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles.

In these Articles, (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word board in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more directors, any director, any other officer of the Company and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated; (c) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.

SHARE CAPITAL

4.

(A)                               Subject to the provisions of the Companies Law and these Articles and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the board shall determine. The Company may, pursuant to the Companies Law, issue fractions of shares and any such fractional shares shall rank pari passu in all respects with other shares of the same class issued by the Company.

(B)                               The rights and restrictions attached to Subscriber Ordinary Shares shall be as set out below:

(i)                     prior to the coming into effect of the Scheme, the holders of the Subscriber Ordinary Shares shall have the same rights in respect of those shares in relation to the Company as any holder of ordinary shares has in respect of those shares; and

(ii)                  with effect from the coming into effect of the Scheme, the rights and restrictions attached to the Subscriber Ordinary Shares shall be as set out below:

(a)                 Income

the holders of the Subscriber Ordinary Shares shall not be entitled to any dividends or distributions in respect of such shares;

(b)                 Capital

the amount to be distributed to the holders of the Subscriber Ordinary Shares out of the surplus assets of the Company remaining after the payment of its liabilities on a winding up shall be limited to the nominal value of each Subscriber Ordinary Share they hold which shall be paid only after the holders of any and all other classes of share in the capital of the Company then in issue shall have received the nominal value in respect of those shares held by them at that time;

(c)                  Transfer

the board may decline to register any transfer of any of the Subscriber Ordinary Shares to any person of whom they do not approve and decline to give any reason for that disapproval. If the board declines to register a transfer of any of the Subscriber Ordinary Shares, they shall within two months after the date the transfer was lodged with the Company send to the transferee notice of their declining to register the transfer and the relevant instrument of transfer;

(d)                 Voting Rights

the holders of the Subscriber Ordinary Shares shall have no right as such to receive notice of or attend or vote at any general meeting of the Company; and

(e)                   the Subscriber Ordinary Shares shall be redeemable at the option of the Company as determined by the board (including by prior resolution) at their nominal value, but shall only be so redeemable when at the time they are to be redeemed there is at least one non redeemable share in the issued share capital of the Company.

(C)                       As a result of the rights and restrictions attached to the classes of share in the capital of the Company described above, after the Scheme becomes effective, any surplus assets on a winding up of the Company are to be applied as follows:

(i)                     first, in payment of the nominal amount of the ordinary shares (excluding the Subscriber Ordinary Shares);

(ii)                  secondly, in payment of the nominal amount of the Subscriber Ordinary Shares (unless these have been redeemed); and

(iii)               thirdly, after the payments described in sub-clause (i) and (ii), the balance in distribution to the holders of ordinary shares pro rata to the aggregate nominal amount of their holding of ordinary shares.

5.                                      The board may issue share warrants to bearer in respect of any fully paid shares under a seal of the Company or in any other manner authorised by the board. Any share while represented by such a warrant shall be transferable by delivery of the warrant relating to it. In any case in which a warrant is so issued, the board may provide for the payment of dividends or other moneys on the shares represented by the warrant by coupons or otherwise. The board may decide, either generally or in any particular case or cases, that any signature on a warrant may be applied by electronic or mechanical means or printed on it or that the warrant need not be signed by any person.

6.                                      The board may determine, and from time to time vary, the conditions on which share warrants to bearer shall be issued and, in particular, the conditions on which:

(a)                                 a new warrant or coupon shall be issued in place of one worn-out, defaced, lost or destroyed (but no new warrant shall be issued unless the Company is satisfied beyond reasonable doubt that the original has been destroyed); or

(b)                                 the bearer shall be entitled to attend and vote at general meetings; or

(c)                                  a warrant may be surrendered and the name of the bearer entered in the register in respect of the shares specified in the warrant.

The bearer of such a warrant shall be subject to the conditions for the time being in force in relation to the warrant, whether made before or after the issue of the warrant. Subject to those conditions and to the provisions of the Companies Law and these Articles, the bearer shall be deemed to be a member of the Company and shall have the same rights and privileges as he would have if his name had been included in the register as the holder of the shares comprised in the warrant.

7.                                      The Company shall not be bound by or be compelled in any way to recognise any right in respect of the share represented by a share warrant other than the bearer’s absolute right to the warrant.

8.

(A)                               Pursuant and subject to the Order, the board may permit title to some or all of the shares of any class to be evidenced otherwise than by a certificate and title to such shares to be transferred in accordance with the rules of a relevant system and may make arrangements for that class of shares to become a participating class. Title to some or all of the shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The board may also, subject to compliance with the Order and the rules of any relevant system, determine at any time that title to some or all of the shares of any class of shares may from a date specified by the board no longer be evidenced otherwise than by a certificate or that title to such shares shall cease to be transferred by means of any particular relevant system. For the avoidance of doubt, shares which are uncertificated shares shall not be treated as forming a class which is separate from certificated shares with the same rights.

(B)                               In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with:

(i)                                     the holding of shares of that class in uncertificated form;

(ii)                                  the transfer of title to shares of that class by means of a relevant system;

(iii)                               the exercise of any powers or functions by the Company or the effecting by the Company of any actions by means of a relevant system; and

(iv)                              any provision of the Order.

(C)                               Some or all of the shares of a class which is at the relevant time a participating class may be changed from uncertificated form to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided for in the Order and the rules of any relevant system.

(D)                               Unless the board otherwise determines or the Order or the rules of the relevant system concerned otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.

(E)                                Subject to the Companies Law, the directors may lay down regulations not included in these Articles which (in addition to, or in substitution for, any provisions in these Articles):

(i)                                     apply to the issue, holding or transfer of shares in uncertificated form;

(ii)                                  set out (where appropriate) the procedures for conversion and/or redemption of shares in uncertificated form; and/or

(iii)                               the directors consider necessary or appropriate to ensure that these Articles are consistent with the Order and/or the Operator’s rules and practices.

(F)                                 Such regulations will apply instead of any relevant provisions in these Articles which relate to the transfer, conversion and redemption of shares in uncertificated form or which are not consistent with the Order, in all cases to the extent (if any) stated in such regulations. If the directors make any such regulation, paragraph (G) of this Article will (for the avoidance of doubt) continue to apply, when read in conjunction with those regulations.

(G)                               Any instruction given by means of a relevant system shall be a dematerialised instruction given in accordance with the Order, the facilities and requirements of a relevant system and the Operator’s rules and practices.

(H)                              Where the Company is entitled under the Companies Law, the Order, the Operator’s rules and practices, these Articles or otherwise to dispose of, forfeit, enforce a lien over or sell or otherwise procure the sale of any shares, the directors may, in the case of any shares in uncertificated form, take such steps (subject to the Companies Law, the Order, the Operator’s rules and practices and these Articles) as may be required or appropriate, by instruction by means of a relevant system or otherwise and, if need be, by virtue of an irrevocable power of attorney in favour of a director deemed to be given by the relevant member under the Powers of Attorney (Jersey) Law 1995 (such power of attorney to come into effect once the Company becomes so entitled), to effect such disposal, forfeiture, enforcement or sale including (without limitation) by:

(i)                                     requesting or requiring the deletion of any computer based entries in the relevant system relating to the holding of such shares;

(ii)                                  altering such computer based entries so as to divest the holder of such shares of the power to transfer such shares other than to a person selected or approved by the Company for the purpose of such transfer;

(iii)                               requiring any holder of such shares to take such steps as may be necessary to sell or transfer such shares as directed by the Company;

(iv)                              (subject to any applicable law) otherwise rectify or change the register in respect of any such shares in such manner as the directors consider appropriate (including, without limitation, by entering the name of a transferee into the register as the next holder of such shares); and/or

(v)                                 appointing any person to take any steps in the name of any holder of such shares as may be required to change such shares to certificated form and/or to effect the transfer of such shares (and such steps shall be effective as if they had been taken by such holder).

(I)                                   In relation to any shares in uncertificated form:

(i)                                     the Company may utilise the relevant system to the fullest extent available from time to time in the exercise of any of its powers or functions under the Companies Law, the Order or these Articles or otherwise in effecting any actions and the Company may from time to time determine the manner in which such powers, functions and actions shall be so exercised or effected;

(ii)                                  the Company may, by notice to the holder of that share, require the holder to change the form of that share to certificated form within the period specified in the notice and to hold that share in certificated form for so long as required by the Company; and

(iii)                               the Company shall not issue a share certificate.

The Company may by notice to the holder of any share in certificated form, direct that the form of such share may not be changed to uncertificated form for a period specified in such notice.

9.                                      The Company may, subject to Articles 10, 11 and 12, from time to time pass an ordinary resolution referring to this Article and authorising the board to exercise all the powers of the Company to allot relevant securities and:

(a)                                 on the passing of the resolution the board shall be generally and unconditionally authorised to allot relevant securities up to the nominal amount specified in the resolution; and

(b)                                 unless previously revoked the authority shall expire on the day specified in the resolution (not being more than five years after the date on which the resolution is passed),

but any authority given under this Article shall allow the Company, before the authority expires, to make an offer or agreement which would or might require relevant securities to be allotted after it expires.

10.

(A)                               Subject to Article 12, the Company shall not allot equity securities to a person on any terms unless:

(i)                                     it has made an offer to each person who holds shares in the Company to allot to him on the same or more favourable terms a proportion of those securities that is as nearly practicable equal to the proportion in nominal value held by him of the share capital of the Company; and

(ii)                                  the period during which any such offer may be accepted has expired or the Company has received notice of the acceptance or refusal of every offer so made.

(B)                               Equity securities that the Company has offered to allot to a holder of shares may be allotted to him, or anyone in whose favour he has renounced his right to their allotment, without contravening paragraph (A) of this Article.

(C)                               The offer made in this Article may be made in either hard copy or by electronic communication.

(D)                               The offer must state a period during which it may be accepted and the offer shall not be withdrawn before the end of that period.

(E)                                The period referred to in paragraph (D) above must be a period of at least 21 days or such other period of time as required, in the case of companies incorporated in the United Kingdom, by section 562(5) of the UK Companies Act 2006 or section 90(6) of the UK Companies Act 1985 (as the case may be), beginning:

12.                               The Company may from time to time resolve by a resolution passed by a majority of three-quarters of the holders of the shares of the class who (being entitled to do so) vote in person or by proxy at a separate general meeting of such holders referring to this Article that the board be given power to allot equity securities for cash and, on the passing of the resolution, the board shall have the power to allot (pursuant to that authority) equity securities for cash as if Article 10 above did not apply to the allotment but that power shall be limited to:

(a)                                 the allotment of equity securities in connection with a pre-emptive issue; and

(b)                                 the allotment (other than in connection with a pre-emptive issue) of equity securities having, in the case of relevant securities, a nominal amount or, in the case of other equity securities, giving the right to subscribe for, or to convert into, shares having, a nominal amount not exceeding in aggregate the sum specified in the resolution,

resolution which may be properly moved and is intended to be moved at that meeting and if so required the Company shall, unless the resolution:

(i)                                     would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company’s constitution or otherwise);

(ii)                                  is defamatory of any person; or

(iii)                               is frivolous or vexatious

give such notice in the same manner as set out in the provisions of sections 339(1) to 339(2) of the UK Companies Act 2006 as if it were a company incorporated in the United Kingdom to which such provisions apply.

(B)                               A request by the members under paragraph (A) of this Article may be in hard copy or in electronic form and must:

(i)                                     identify the resolution of which notice is to be given;

(ii)                                  be authenticated (as defined in section 1146 of the UK Companies Act 2006) by the person or persons making it; and

(iii)                               be received by the Company at least six weeks before the annual general meeting to which the request relates, or if later the time at which notice is given of that meeting.

(C)                               The business which may be dealt with at an annual general meeting includes a resolution of which notice is given in accordance with paragraph (A) of this Article.

79.

(A)                               Where so requested by members representing at least five per cent of the total voting rights of all members who have a relevant right to vote (excluding any voting rights attached to any shares in the Company held as treasury shares), or by not less than 100 members who have a relevant right to vote and who hold shares in the Company on which there has been paid up an average sum, per member, of at least £100, the Company shall circulate, to members of the Company entitled to receive notice of a general meeting, a statement of not more than 1,000 words with respect to:

(i)                                     a matter referred to in a proposed resolution to be dealt with at that meeting; or

(ii)                                  other business to be dealt with at that meeting.

(B)                               A request by the members under paragraph (A) of this Article may be in hard copy or in electronic form and must:

(i)                                     identify the statement to be circulated;

(ii)                                  be authenticated (as defined in section 1146 of the UK Companies Act 2006) by the person or persons making it; and

(iii)                               be received by the Company at least one week before the meeting to which it relates.

(C)                               Where the Company is required under paragraph (A) of this Article to circulate a statement it must send a copy of it to each member of the Company entitled to receive notice of the meeting:

(a)                                 in the same manner as the notice of the meeting; and

(b)                                 at the same time as, or as soon as reasonably practicable after, it gives notice of the meeting.

(D)                               The expenses of the Company in complying with this Article need not be paid by the members who requested the circulation of the statement if:

(a)                                 the meeting to which the requests relate is the annual general meeting of the Company; and

(b)                                 requests sufficient to require the Company to circulate the statement are received before the end of the financial year preceding the meeting.

(E)                                Unless paragraph (D) of this Article applies:

(a)                                 the expenses of the Company in complying with this Article must be paid by the members who requested the circulation of the statement unless the Company resolves otherwise; and

(b)                                 unless the Company has previously so resolved, it is not bound to comply with this Article unless there is deposited with or tendered to it, not later than one week before the meeting, a sum reasonably sufficient to meet its expenses in doing so.

(F)                                 The Company may apply to the Royal Court of Jersey to seek a ruling that it is not required to circulate a members’ statement under this Article on the basis that the rights under this Article are being abused.

In this Article:-

relevant right to vote means:

(i)                                     in relation to a statement with respect to a matter referred to in a proposed resolution, a right to vote on that resolution at a meeting to which the requests relate; and

(ii)                                  in relation to any other statement a right to vote at the meeting to which the requests relate.

80.                               A member shall have the right to nominate another person, on whose behalf he holds shares, to enjoy information rights (as such term is defined in section 146 of the UK Companies Act 2006). The nominated person shall have the same rights as those contained in the provisions of section 146 to 149 (other than section 147(4)) of the UK Companies Act 2006, and the Company shall comply with all its obligations in respect of such information rights granted to a nominated person as if it were a company incorporated in the United Kingdom to which such provisions of the UK Companies Act 2006 apply provided that:

(i)                                     references to accounts, reports or other documents shall be construed as references to the corresponding documents (if any) under the Companies Law;

(ii)                                  references to section 1145 of the UK Companies Act 2006 shall not include sections 1145(4) and 1145(5); and

(iii)                               section 147(4) shall be replaced by the provisions of Article 221 with the reference to “member” being replaced by “nominated person”.

81.                               This Article applies to accounts for financial years beginning on or after 6 April 2008 and to auditors appointed for financial years beginning on or after 6 April 2008. Where so requested in the manner set out in section 527(4) of the UK Companies Act 2006 by members representing at least five per cent of the total voting rights (excluding treasury shares) of all the members who have a right to vote at the general meeting at which the Company’s annual accounts are laid, or by at least 100 members who have such right to vote and hold shares in the Company on which there has been paid up an average sum, per member, of at least £100, the Company shall publish on its website a statement setting out any matter relating to the audit of the Company’s accounts or any circumstances connected with an auditor of the Company ceasing to hold office, and the Company shall comply with all the obligations relating to the publication of such statement contained in the provisions of sections 527 to 529 (other than sections 527(5) and 527(6)) of the UK Companies Act 2006 as if it were a company incorporated in the United Kingdom, provided always that the Company shall not be required to comply with the obligation set out in section 527(1) of the UK Companies Act 2006 where the board believes in good faith that the rights conferred by this Article are being abused.

PROCEEDINGS AT GENERAL MEETINGS

82.                               No business shall be dealt with at any general meeting unless a quorum is present, but the absence of a quorum shall not preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Articles, two qualifying persons present at a meeting and entitled to vote on the business to be dealt with are a quorum, unless:

(a)                                 each is a qualifying person only because he is authorised under the Companies Law to act as a representative of a corporation in relation to the meeting, and they are representatives of the same corporation; or

(b)                                 each is a qualifying person only because he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member.

For the purposes of this Article a “qualifying person” means (i) an individual who is a member of the Company, (ii) a person authorised under the Companies Law to act as a representative of the corporation in relation to the meeting, or (iii) a person appointed as proxy of a member in relation to the meeting.

83.                               If such a quorum is not present within five minutes (or such longer time not exceeding 30 minutes as the chairman of the meeting may decide to wait) from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved, and in any other case shall stand adjourned to such time and place as the chairman of the meeting may determine. The adjourned meeting shall be dissolved if a quorum is not present within 15 minutes after the time appointed for holding the meeting.

84.                               The chairman, if any, of the board or, in his absence, any deputy chairman of the Company or, in his absence, some other director nominated by the board, shall preside as chairman of the meeting. If neither the chairman, deputy chairman nor such other director (if any) is present within five minutes after the time appointed for holding the meeting or is not willing to act as chairman, the directors present shall elect one of their number to be chairman. If there is only one director present and willing to act, he shall be chairman. If no director is willing to act as chairman, or if no director is present within five minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote shall choose a member or a proxy of a member or a person authorised to act as a representative of a corporation in relation to the meeting to be chairman.

85.                               A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the capital of the Company.

86.                               The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place. No business shall be dealt with at an adjourned meeting other than business which might properly have been dealt with at the meeting had the adjournment not taken place. In addition (and without prejudice to the chairman’s power to adjourn a meeting conferred by Article 71), the chairman may adjourn the meeting to another time and place without such consent if it appears to him that:

(a)                                 it is likely to be impracticable to hold or continue that meeting because of the number of members wishing to attend who are not present; or

(b)                                 the unruly conduct of persons attending the meeting prevents or is likely to prevent the orderly continuation of the business of the meeting; or

(c)                                  an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

87.                               Any such adjournment may be for such time and to such other place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such other places) as the chairman may, in his absolute discretion determine, notwithstanding that by reason of such adjournment some members or proxies may be

unable to be present at the adjourned meeting. Any such member or proxy may nevertheless appoint a proxy for the adjourned meeting in accordance with Article 114 or by means of a document in hard copy form which, if delivered at the meeting which is adjourned to the chairman or the secretary or any director, shall be valid even though it is given at less notice than would otherwise be required by Article 114(a). When a meeting is adjourned for 30 days or more or for an indefinite period, notice shall be sent at least seven clear days before the date of the adjourned meeting specifying the time and place (or places, in the case of a meeting to which Article 70 applies) of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to send any notice of an adjournment or of the business to be dealt with at an adjourned meeting.

88.                               If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chairman, an amendment may be withdrawn by its proposer before it is voted on. No amendment to a resolution duly proposed as a special resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error). No amendment to a resolution duly proposed as an ordinary resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error) unless either:

(a)                                 at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered (which if the board so specifies, shall be calculated taking no account of any part of a day that is not a working day), notice of the terms of the amendment and the intention to move it has been delivered in hard copy form to the office or to such other place as may be specified by or on behalf of the Company for that purpose, or received in electronic form at such address (if any) for the time being specified by or on behalf of the Company for that purpose, or

(b)                                 the chairman in his absolute discretion decides that the amendment may be considered and voted on.

89.                               All special resolutions put to the vote of a general meeting shall be decided by way of poll. All other resolutions put to the vote of a general meeting shall be decided on a show of hands unless, before or on the declaration of the result of, a vote on the show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded. Subject to the provisions of the Companies Law, a poll may be demanded by:

(a)                                 the chairman of the meeting; or

(b)                                 (except on the election of the chairman of the meeting or on a question of adjournment) at least five persons present at the meeting being members or a proxy or proxies for members in each case having the right to vote on the resolution; or

(c)                                  any person or persons present at the meeting being a member or members or a proxy or proxies representing not less than 10% of the total voting rights of all

the members having the right to vote on the resolution (excluding any voting rights attached to any shares held as treasury shares); or

(d)                                 any person or persons present at the meeting being a member or members or a proxy or proxies holding shares conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right (excluding any shares conferring a right to vote on the resolution which are held as treasury shares).

A demand by a person as proxy for a member shall be the same as a demand by the member.

The appointment of a proxy to vote on a matter at a meeting authorises the proxy to demand, or join in demanding, a poll on that matter. In applying the provisions of this Article, a demand by a proxy counts (i) for the purposes of paragraph (b) of this Article, as a demand by the member, (ii) for the purposes of paragraph (c) of this Article, as a demand by a member representing the voting rights that the proxy is authorised to exercise, and (iii) for the purposes of paragraph (d) of this Article, as a demand by a member holding the shares to which those rights are attached.

90.                               Unless a poll is duly demanded (and the demand is not withdrawn before the poll is taken) a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

91.                               In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.

92.                               The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If the demand for a poll is withdrawn, the chairman or any other member entitled may demand a poll.

93.                               Subject to Article 95, a poll shall be taken as the chairman directs and he may, and shall if required by the meeting, appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

94.                               The members of the Company, for so long as the Company is listed on a recognised stock exchange, may require the directors to obtain an independent report on any poll taken or to be taken at a general meeting of the Company. The directors are required to obtain an independent report if they receive requests to do so from members representing not less than 5 per cent of the total voting rights of all members who have a right to vote on the matter to which the poll relates (excluding any voting rights attached to any shares in the Company held as treasury shares) or not less than

100 members who have a right to vote on the matter to which the poll relates and hold shares on which there has been paid up an average sum, per member, of not less than £100. Sections 342(4), 343, 344 and any regulations made pursuant to section 344, sections 345, 346, 347 and 348-351 (but excluding sections 343(4), 343(5), section 344(4), section 349(4) and section 349(5)) of the UK Companies Act 2006 shall apply to the Company as if it were a company incorporated in the United Kingdom, as if references to sections in the UK Companies Act 2006 were references to the relevant provisions of these Articles, where appropriate.

95.                               A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either at the meeting or at such time and place as the chairman directs not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

96.                               No notice need be sent of a poll not taken at the meeting at which it is demanded if the time and place at which it is to be taken are announced at the meeting. In any other case notice shall be sent at least seven clear days before the taking of the poll specifying the time and place at which the poll is to be taken.

97.                               Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective.

VOTES OF MEMBERS

98.                               Subject to any rights or restrictions attached to any shares:

(a)                                 on a show of hands every member who is present in person shall have one vote and every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote; and

(b)                                 on a poll every member present in person or (except in the case of a proxy appointed by the Depositary Nominee) by proxy shall have one vote for every share of which he is the holder.

99.                               In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the register.

100.                        A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom, Jersey or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised for that purpose appointed by that court or official. That receiver, curator bonis or other person may vote, on a show of hands or on a poll, by proxy. The right to vote shall be exercisable only if evidence satisfactory to the board of the authority of the person claiming to exercise the right to

vote has been delivered to the office, or another place specified in accordance with these Articles for the delivery of proxy appointments, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised provided that the board may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day.

101.                        No member shall be entitled to vote at a general meeting or at a separate meeting of the holders of any class of shares in the capital of the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.

102.                        If any votes are counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting, or at any adjournment of the meeting, and, in the opinion of the chairman, it is of sufficient magnitude to vitiate the result of the voting.

103.                        No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or poll at which the vote objected to is tendered. Every vote not disallowed at such meeting shall be valid and every vote not counted which ought to have been counted shall be disregarded. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

104.                        On a poll, a member or proxy entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

PROXIES AND CORPORATE REPRESENTATIVES

105.                        The appointment of a proxy shall be made in writing and shall be in any usual form or in any other form which the board may approve. Subject thereto, the appointment of a proxy may be:

(a)                                 in hard copy form; or

(b)                                 in electronic form, if the Company agrees.

106.                        The appointment of a proxy, made in hard copy form or in electronic form, shall be executed in such manner as may be approved by or on behalf of the Company from time to time. Subject thereto, the appointment of a proxy shall be executed by the appointor or any person duly authorised by the appointor or, if the appointor is a corporation, executed by a duly authorised person or under its common seal or in any other manner authorised by its constitution.

107.                        The board may, if it thinks fit, but subject to the provisions of the Companies Law, at the Company’s expense send hard copy forms of proxy for use at the meeting and issue invitations in electronic form to appoint a proxy in relation to the meeting in such form as may be approved by the board. The appointment of a proxy shall not

preclude a member from attending and voting in person at the meeting or poll concerned. A member may appoint more than one proxy to attend on the same occasion, provided that each such proxy is appointed to exercise the rights attached to a different share or shares held by that member.

108.                        Subject to Article 109, at every general meeting of the Company each person who is a CDI Holder at the relevant CDI Record Date shall have the right, in respect of the number of CDIs held by them at the relevant CDI Record Date to direct the Depositary Nominee:

(a)                                 as to how it should vote with respect to resolutions described in a notice of general meeting;

(b)                                 to appoint him as its proxy; or

(c)                                  to appoint as its proxy a person nominated by him,

each a CDI Voting Instruction.

109.                        The Company shall send a notice (a CDI Voting Notice) to each CDI Holder on the CDI Register at the relevant CDI Record Date informing them of their rights under Article 108 and of the time by which CDI Voting Instructions must be received by the Company (CDI Voting Instruction Receipt Time). Any CDI Voting Instruction received after the CDI Voting Instruction Receipt Time shall be void.

110.                        Subject to these Articles, a proxy appointed by the Depositary Nominee shall have the same rights (and be subject to the same restrictions) as a proxy appointed by any other member.

111.                        Where CDI Voting Instructions are received by the CDI Voting Instruction Receipt Time, then:

(a)                                 in the case where a CDI Holder has given directions pursuant to Article 108(a), the number of votes that shall be cast by the Depositary Nominee on a poll on their behalf shall be equal to the number of CDIs in respect of which that direction has been given or, if less, the number of CDIs standing to the name of that CDI Holder in the CDI Register at the relevant CDI Record Date; and

(b)                                 in the case where a CDI Holder has given a direction in accordance with Articles 108(b) or (c) to the effect that he or (as the case may be) some other person should be appointed as a proxy of the Depositary Nominee, the Depositary Nominee shall appoint the person so nominated as its proxy and the number of votes that may be cast by that proxy on a poll shall be equal to the number of CDIs in respect of which the direction has been given or, if less, the number of CDIs standing to the name of that CDI Holder in the CDI Register at the relevant CDI Record Date.

112.                        If it appears in relation to a particular resolution at a particular meeting that the aggregate number of votes cast by or on behalf of the Depositary Nominee would

without an adjustment exceed the Depositary Nominee’s Overall Holding at the relevant Member Voting Record Time then such adjustments shall be made to the aggregate number of votes cast for or against the resolution so that the total number of votes cast by or on behalf of the Depositary Nominee does not exceed that Depositary Nominee’s Overall Holding at the Member Voting Record Time. The chairman of the meeting has discretion to make such adjustments as are fair and equitable and any such adjustments made in good faith shall be conclusive and binding on all persons interested.

For the avoidance of doubt votes cast by or on behalf of the Depositary Nominee shall include votes cast by any proxy appointed by it.

113.                        Subject and without prejudice to the requirements of the ASTC Settlement Rules and the provisions of Articles 67 and 108, if in any circumstances other than those provided for in those Articles any question shall arise as to whether any person has been validly appointed to vote (or exercise any other right) in respect of a holding of CDIs or as to the number of CDIs in respect of which he is entitled to do so, then:

(a)                                 if such question arises at or in relation to a general meeting it shall be determined by the chairman of the meeting or in such other manner as may have been prescribed by regulations or procedures made or established by the board under Article 120; and

(b)                                 if it arises in any other circumstances it shall be determined by the board and any such determination if made in good faith shall be final and conclusive and binding on all persons interested.

114.                        Without prejudice to Article 74(b) or to the second sentence of Article 87, the appointment of a proxy shall:

(a)                                 if in hard copy form, be delivered by hand or by post to the office or such other place as may be specified by or on behalf of the Company for that purpose:

(b)                                 if in electronic form, be received at any address to which the appointment of a proxy may be sent by electronic means pursuant to any address specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy in electronic form in:

(ii)          any form of proxy sent by or on behalf of the Company in relation to the meeting; or

(iii)       any invitation to appoint a proxy issued by the Company in relation to the meeting;

not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (or any postponed time appointed for holding the meeting pursuant to Article 74) at which the person named in the appointment proposes to vote; or

(c)                                  in either case, where a poll is taken more than 48 hours after it is demanded, be delivered or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(d)                                 if in hard copy form, where a poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director.

In calculating the periods mentioned in this Article, the board may specify, in any case, that no account shall be taken of any part of a day that is not a working day.

115.                        Where the appointment of a proxy is expressed to have been or purports to have been made, sent or supplied by a person on behalf of the holder of a share:

(a)                                 the Company may treat the appointment as sufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder;

(b)                                 that holder shall, if requested by or on behalf of the Company at any time, send or procure the sending of any written authority under which the appointment has been made, sent or supplied, or a copy of such authority certified notarially or in some other way approved by the board, to such address and by such time as may be specified in the request and, if the request is not complied with in any respect, the appointment may be treated as invalid; and

(c)                                  whether or not a request under this Article has been made or complied with, the Company may determine that it has insufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder and may treat the appointment as invalid.

116.                        A proxy appointment which is not delivered or received in accordance with Article 114 shall be invalid. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one which was last delivered or received shall be treated as replacing or revoking the others as regards that share, provided that if the Company determines that it has insufficient evidence to decide whether or not a proxy appointment is in respect of the same share or which was last delivered or received, it shall be entitled to determine which proxy appointment (if any) is to be treated as valid. Subject to the Companies

Law, the board may determine at its discretion when a proxy appointment shall be treated as delivered or received for the purposes of these Articles.

117.                        A proxy appointment shall be deemed to entitle the proxy to exercise all or any of the appointing member’s rights to attend and to speak and vote at a meeting of the Company. The proxy appointment shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates.

118.                        Any corporation which is a member of the Company (in this Article the grantor) may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any separate meeting of the holders of any class of shares.

A director, the secretary or other person authorised for the purpose by the secretary may require all or any of such persons to produce a copy of the resolution of authorisation certified by an officer of the corporation before permitting him to exercise his powers.

119.                        The termination of the authority of a person to act as a proxy or duly authorised representative of a corporation does not affect:

(a)                                 whether he counts in deciding whether there is a quorum at a meeting;

(b)                                 the validity of anything he does as chairman of a meeting;

(c)                                  the validity of a poll demanded by him at a meeting; or

(d)                                 the validity of a vote given by that person,

unless notice of the termination was either delivered or received as mentioned in the following sentence at least three hours before the start of the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Such notice of termination shall be either by means of a document in hard copy form delivered to the office or to such other place as may be specified by or on behalf of the Company in accordance with Article 114(a) or in electronic form received at the address (if any) specified by or on behalf of the Company in accordance with Article 114(b), regardless of whether any relevant proxy appointment was effected in hard copy form or in electronic form.

120.                        From time to time the directors may (consistently with the Companies Law and the Articles) make such regulations and establish such procedures as they consider appropriate to receive and verify the appointment or revocation of a proxy. Any such regulations may be general, or specific to a particular meeting. Without limitation, any such regulations may include provisions that the directors (or some person or persons appointed by them) may conclusively determine any matter or dispute relating to:

(a)                                 the appointment or revocation, or purported appointment or revocation, of a proxy; and/or

(b)                                 any instruction contained or allegedly contained in any such appointment,

and any such regulations may also include rebuttable or conclusive presumptions of any fact concerning those matters. The directors may from time to time modify or revoke any such regulations as they think fit, provided that no subsisting valid appointment or revocation of a proxy or any vote instruction shall thereby be rendered invalid.

121.                        To the extent permitted by law, each of the directors, the secretary and each person employed or, directly or indirectly, retained or used by the Company in the processes of receiving and validating the appointment and revocation of proxies or otherwise dealing with CDI Voting Instructions shall not be liable to any persons other than the Company in respect of any acts or omission (including negligence) occurring in the execution or purported execution of his tasks relating to such processes, provided that he shall have no such immunity in respect of any act done or omitted to be done in bad faith.

ESTABLISHMENT OF CDI REGISTER; TREATMENT OF CDI HOLDERS

122.                        If the Company is admitted to listing on ASX the board shall, in accordance with the ASTC Settlement Rules, establish and (for so long as the Company remains so listed) maintain the CDI Register.

123.                        For so long as the Company remains listed on ASX, the provisions of the ASTC Settlement Rules and of these Articles shall govern the relationship between CDI Holders and the Company. Notwithstanding any provisions of these Articles, the board shall be authorised to vary or depart from any provision of these Articles concerning the holding of CDIs if and to the extent necessary to comply with the ASTC Settlement Rules.

124.                        Except as required by law, no CDI Holder shall be recognised by the Company as holding any interest in CDIs upon any trust and the Company shall be entitled to treat any person entered in the CDI Register as the only person (other than the Depositary Nominee) who has any interest in the CDIs standing to the name of that CDI Holder.

NUMBER OF DIRECTORS

125.                        Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall be not less than 3 nor more than 15 in number.

APPOINTMENT AND RETIREMENT OF DIRECTORS

126.                        At every annual general meeting one-third of the directors or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office; but if any director has at the start of the annual general meeting been in office

for three years or more since his last appointment or re-appointment, he shall retire at that annual general meeting.