SThree : Resolutions passed at AGM and newly adopted Articles of Association

Published: 2025-04-29 10:47:39 ET STEM.L

THAT, pursuant to section 551 of the Companies Act 2006, the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £445,450 provided that (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on 28 July 2026 (whichever is the earlier), save that the Company may make an offer or agreement before this authority expires which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after this authority expires and the Directors may allot shares or grant such rights pursuant to any such offer or agreement as if this authority had not expired.

This authority is in substitution for all existing authorities under section 551 of the Companies Act 2006 (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

THAT the Company adopt new Articles of Association (the "New Articles"). The New Articles produced to the meeting and initialled by the Chair of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association (the "Existing Articles"), with effect from the conclusion of the meeting.

THAT a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

THAT if Resolution 14 is passed, in substitution for all subsisting authorities, the Directors be and are generally empowered to allot equity securities (within the meaning of section 560 of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 14 and/or to sell ordinary shares of the Company held as treasury shares for cash, in each case as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such power shall be limited to:

the allotment of equity securities or sale of treasury shares for cash in connection with an offer or issue of, or invitation to apply for, equity securities:

to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and

to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary

the allotment of equity securities or sale of treasury shares (in each case otherwise than under paragraph 17 (i) above), up to a nominal amount of £133,500.

such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at close of business on 28 July 2026, but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

THAT, if Resolution 14 is passed, and in addition to any authority granted under Resolution 17, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £133,500; and

used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 28 July 2026 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

THAT the Company be generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases, as defined in Section 693 of that Act, of ordinary shares of 1p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

the maximum aggregate number of ordinary shares that may be purchased is 13,350,000;

the minimum price (exclusive of expenses) which may be paid for each ordinary share is 1p;

the maximum price (exclusive of expenses) that may be paid for each ordinary share is the higher of:

an amount equal to 105% of the average of the middle market quotations of an ordinary share in the Company, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and

the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and

this authority shall, unless previously varied, revoked or renewed, expire on 28 July 2026 or, if earlier, at the conclusion of the Company's Annual General Meeting in 2026, save that the Company shall be entitled under such authority to make at any time before such expiry any contract to purchase its own shares which will or might be executed wholly or partly after such expiry.

No. 3805979

adopted by special resolution passed on 29 April 2025

of

(incorporated on 13 July 1999 and re-registered as a public company on 7 November 2005)

adopted by special resolution passed on 29 April 2025

Neither the regulations in Table A in The Companies (Tables A to F) Regulations 1985 nor any other articles or regulations which may apply to companies under the Statutes, unless excluded or modified, shall apply as regulations or articles of the Company.

In these Articles (if not inconsistent with the subject or context) the words and expressions set out in the first column below shall bear the meanings set opposite to them respectively:

"Act" The Companies Act 2006.

"Admission" The date of Admission of the ordinary share capital of the Company to the Official List maintained by the Financial Conduct Authority and to trading on the main market of the London Stock Exchange becoming effective in accordance with the Listing Rules and the Transparency Rules.

"Director" A director of the Company duly appointed pursuant to these Articles. "Directors" and the "Board" means all Directors.

"FCA" The Financial Conduct Authority or its successors from time to time.

"FSMA" The Financial Services and Markets Act 2000.

"in writing" The representation or reproduction of words, symbols or other information in written form or produced by any substitute for writing (including anything in electronic form) or partly one and partly another.

"Listing Rules" the listing rules made by the FCA under Part VI of FSMA;

"London Stock Exchange" London Stock Exchange plc or any other body

which assumes the functions of that company as its successor.

"month" Calendar month.

"Office" The registered office of the Company for the time being.

"Operator" Euroclear UK and Ireland Limited or such other person as may for the time being be approved under the uncertificated securities rules as an operator of a relevant system.

"Operator-instruction" A properly authenticated dematerialised

instruction attributable to the Operator.

"paid" Paid or credited as paid.

"participating security" A security title to units of which is permitted by the

Operator to be transferred by means of a relevant system.

"Register" The register of members of the Company to be kept pursuant to the Companies Acts.

"relevant system" A relevant system (as defined in the uncertificated securities rules) in which the Operator of the relevant system has permitted the shares or securities of the Company (or the relevant shares or the relevant securities) to be transferred.

"Seal" The common seal of the Company.

"Securities Seal" An official seal kept by the Company for sealing securities issued by the Company, or for sealing documents creating or evidencing securities so issued as permitted by the Companies Acts.

"Statutes" The Companies Acts, the uncertificated securities rules and every other enactment for the time being in force concerning companies and affecting the Company.

"these Articles" These Articles of Association as from time to time altered.

"Transfer Office" The place where the Register is situated for the time being.

"Transparency Rules" The disclosure guidance and transparency rules made by the FCA under Part VI of FSMA.

the holding, evidencing of title or transfer of uncertificated shares, and any legislation, rules or other arrangements made under or by virtue of such provision.

"United Kingdom" The United Kingdom of Great Britain and Northern Ireland.

"year" Calendar year.

The expression "Companies Acts" shall have the meaning given thereto by Section 2 of the Act but shall only extend to provisions which are in force at the relevant date.

The expression "Company Communications Provisions" shall have the same meaning as in the Companies Acts.

The expressions "debenture" and "debenture holder" shall respectively include "debenture stock" and "debenture stockholder".

The expressions "recognised clearing house" and "recognised investment exchange" shall mean any clearing house or investment exchange (as the case may be) granted recognition under FSMA.

The expression "Secretary" shall include any person appointed by the Directors to perform any of the duties of the Secretary including, but not limited to, a joint, assistant or deputy Secretary.

The expression "officer" shall include a Director, manager and the Secretary, but shall not include an auditor.

The expression "shareholders' meeting" shall include both a General Meeting and a meeting of the holders of any class of shares of the Company. The expression "General Meeting" shall include any general meeting of the Company, including any general meeting held as the Company's annual general meeting in accordance with Section 360 of the Act ("Annual General Meeting").

All such of the provisions of these Articles as are applicable to paid-up shares shall apply to stock, and the words "share" and "shareholder" shall be construed accordingly.

The expressions "hard copy form", "electronic form" and "electronic means" shall have the same respective meanings as in the Company Communications Provisions.

The expression "address" shall include any number or address (including, in the case of any Uncertified Proxy Instruction permitted under Article 65, an identification number of a participant in the relevant system) used for the purposes of sending or receiving notices, documents or information by electronic means and/or by means of a website.

Except where the context otherwise requires, any reference to issued shares of any class (whether of the Company or of any other company) shall not include any shares of that class held as treasury shares.

Words denoting the singular shall include the plural and vice versa. Words denoting the masculine shall include the feminine. Words denoting persons shall include bodies corporate and unincorporated associations.

References to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force (whether coming into force before or after the adoption of these Articles).

References in these Articles to a document being "signed" or to "signature" include references to its being executed underhand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Act.

References to a share (or to a holding of shares) being in certificated or uncertificated form are references, respectively, to that share being a certificated or an uncertificated unit of a security for the purposes of the uncertificated securities rules.

A special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles.

Except as provided above, any words or expressions defined in the Act or the uncertificated securities rules shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.

References to a person being "present" or "attending" a General Meeting means, for the purposes of physical meetings, present in person or, for the purposes of hybrid meetings, present in person or by means of an electronic platform.

References to a person's "participation" in the business of any General Meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Act or the Articles to be made available at the meeting and "participate" and "participating" shall be construed accordingly.

The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.

A resolution authorising the Company to sub-divide its shares may also determine that, as between the shares resulting from such sub-division, any of them may have any preference or other advantage or deferred or qualified rights or be subject to any restriction as compared with others.

Subject to any direction by the Company in a General Meeting, whenever as a result of a consolidation or subdivision of shares any members would become entitled to fractions of a share, the Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Statutes, the Company) and distribute the net proceeds of sale in due proportion among those members, and the Directors may authorise some person to transfer the shares to, or in accordance with the directions of, the purchaser; except that any amount otherwise due to a member being less than £3, or such other sum as the board of Directors may from time to time determine, may be retained for the benefit of the Company or distributed to an organisation which is a charity for the purposes of the law of England and Wales, Scotland or Northern Ireland. The transferee shall not be bound to see to the application of the purchase money nor shall his or her title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale. So far as the Statutes allow, the Directors may treat shares of a member in certificated form and in uncertificated form as separate holdings in giving effect to subdivisions and/or consolidations and may cause any shares arising on consolidation or subdivision and representing fractional entitlements to be entered in the Register as shares in certificated form where this is desirable to facilitate the sale thereof.

The Company may not exercise any right in respect of treasury shares held by it, including any right to attend or vote at meetings, to participate in any offer by the Company to shareholders or to receive any distribution (including in a winding-up), but without prejudice to its right to sell the treasury shares, to transfer the shares for the purposes of or pursuant to an employees' share scheme, to receive an allotment of shares as fully paid bonus shares in respect of the treasury shares or to receive any amount payable on redemption of any redeemable treasury shares.

Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the Company may be issued with such preferred, deferred or other special rights, or subject to such restrictions, whether as regards

dividend, return of capital, voting or otherwise, as the Company may determine by ordinary resolution.

Subject to the provisions of the Statutes the Company may issue any shares which are, or at the option of the Company or the holder are liable, to be redeemed. The terms, conditions and manner of redemption of any such shares may be determined by the Directors before the shares are allotted, or otherwise shall be set out in these Articles.

Subject to the provisions of the Statutes and these Articles, the board shall have unconditional authority to allot (with or without conferring rights of renunciation), grant options over, offer or otherwise deal with or dispose of any shares or rights to subscribe for or covenant any security into shares to such persons (including Directors) at such times and generally on such terms and conditions as the Directors may determine.

The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted. The Company may also on any issue of shares pay such brokerage as may be lawful.

Subject to the provisions of the Companies Acts, the Directors may at any time after the allotment of any share but before any person has been entered in the Register as the holder:

recognise a renunciation thereof by the allottee in favour of some other person and accord to any allottee of a share a right to effect such renunciation; and/or

allow the rights represented thereby to be one or more participating securities,

in each case upon and subject to such terms and conditions as the Directors may think fit to impose.

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the holder.

Every person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the Register in respect of shares in certificated form shall upon the issue or transfer to him or her of such shares be entitled without payment to a certificate therefor within the time limits prescribed by the Companies Acts (or, if earlier, within any prescribed time limit or within a time specified when the shares were issued).

Every share certificate shall be executed by the Company in such manner as the Directors may decide (which may include use of the Seal or the Securities Seal (or, in the case of shares on a branch register, an official seal for use in the relevant territory) and/or manual or facsimile signatures by one or more Directors) and shall specify the number and class of shares to which it relates and the amount paid up thereon. No certificate shall be issued representing shares of more than one class.

In the case of a share held jointly by several persons in certificated form the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of the joint holders shall be sufficient delivery to all.

Any two or more certificates representing shares of any one class held by any member may at his or her request be cancelled and a single new certificate for such shares issued in lieu without charge.

If any member shall surrender for cancellation a share certificate representing shares held by him or her and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he or she may specify, the Directors may, if they think fit, comply with such request.

If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the holder upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of any exceptional out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.

The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or, when permitted, by way of premium) but subject always to the terms of allotment of such shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.

Each member shall (subject to being given at least 14 days' notice in writing specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his or her shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be wholly or partly revoked or postponed as the Directors may determine.

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding 15 per cent per annum) as the Directors determine but the Directors shall be at liberty in any case or cases to waive payment of such interest wholly or in part.

Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of allotment of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of allotment the same becomes payable. In case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

The Directors may on the allotment of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.

The Directors may if they think fit receive from any member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him or her and such payment in advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it is made and upon the money so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate as the member paying such sum and the Directors may agree.

If a member fails to pay in full any call or instalment of a call on or before the due date for payment thereof, the Directors may at any time thereafter serve a notice in writing on him or her requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued thereon and any expenses incurred by the Company by reason of such non-payment.

The notice shall name a further day (not being less than seven days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call has been made will be liable to be forfeited.

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.

A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors shall think fit and at any time before a sale, re-allotment or disposal the forfeiture or surrender may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid.

A person whose shares have been forfeited or surrendered shall cease to be a member in respect of the shares. He or she shall, in the case of shares held in certificated form, surrender to the Company for cancellation the certificate for such shares. He or she shall nevertheless remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were presently payable by him or her to the Company in respect of the shares with interest thereon at 15 per cent per annum (or such lower rate as the Directors may determine) from the date of forfeiture or surrender until payment. The Directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal. They may also waive payment in whole or in part.

The Company shall have a first and paramount lien on every share (not being a fully-paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share and the Directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article.

The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing demanding payment of the sum presently payable and giving notice of intention to sell the share in default of payment shall have been given to the holder for the time being of the share or the person entitled thereto by reason of his or her death or bankruptcy or otherwise by operation of law.

The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the amount in respect whereof the lien exists so far as the same is then payable and any residue shall, upon surrender (in the case of shares held in certificated form) to the Company for cancellation of the certificate for the shares sold and subject to a like lien for sums not presently payable as existed upon the shares prior to the sale, be paid to the person entitled to the shares at the time of the sale. For the purpose of giving effect to any such sale the Directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser.

A statutory declaration that the declarant is a Director or the Secretary and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration shall (subject to the relevant share transfer being made, if the same be required) constitute a good title to the share. The person to whom the share is sold, re-allotted or disposed of shall not be bound to see to the application of the consideration (if any). The title of such person to the share shall not be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, surrender, sale, re-allotment or disposal of the share.

Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the Statutes, be varied or abrogated:

with the consent in writing of the holders of three-quarters in nominal value of the issued shares of the class; or

with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class (but not otherwise),

and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up.

To every such separate meeting all the provisions of these Articles relating to General Meetings and to the proceedings thereat shall mutatis mutandis apply, except that:

the necessary quorum at such separate meeting shall be two persons at least holding or representing by proxy at least one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares);

at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum;

any holder of shares of the class present in person or by proxy may demand a poll; and

every such holder shall on a poll have one vote for every share of the class held by him or her.

The foregoing provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied.

The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by:

the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto; or

the purchase or redemption by the Company of any of its own shares.

All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Directors and may be under hand only. The instrument of transfer shall be signed by or on behalf of the transferor and (except in the case of fully-paid shares) by or on behalf of the transferee. The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the Register in respect thereof. All instruments of transfer which are registered may be retained by the Company.

All transfers of shares which are in uncertificated form shall, unless the uncertificated securities rules otherwise provide, be effected by means of a relevant system.

Where some only of the shares comprised in a share certificate are transferred the old certificate shall be cancelled and, to the extent that the balance is to be held in certificated form, a new certificate for the balance of such shares issued in lieu without charge.

The Directors may decline to recognise any instrument of transfer relating to shares in certificated form unless:

it is in respect of only one class of share;

it is lodged (duly stamped if required) at the Transfer Office accompanied by the relevant share certificate(s); and

when lodged it is accompanied by such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer or, if the

instrument of transfer is executed by some other person on his or her behalf, the authority of that person to do so.

In the case of a transfer of shares in certificated form by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, the lodgement of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question.

The Directors may, in the case of shares in certificated form, refuse to register any transfer of shares (not being fully-paid shares) provided that, where any such shares are admitted to the official list maintained by the FCA, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.

The Directors may also refuse to register an allotment or transfer of shares (whether fully paid or not) which is in favour of:

a child bankrupt or person of unsound mind; or

more than four persons jointly.

No fee will be charged by the Company in respect of the registration of any transfer or other document relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.

Subject to the Statutes and the rules (as defined in the uncertificated securities rules), and apart from any class of wholly dematerialised security, the Directors may determine that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of a relevant system or that shares of any class should cease to be held and transferred as aforesaid.

The provisions of these Articles shall not apply to shares of any class which are in uncertificated form to the extent that such Articles are inconsistent with:

the holding of shares of that class in uncertificated form;

the transfer of title to shares of that class by means of a relevant system; or

any provision of the uncertificated securities rules.

In case of the death of a member, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he or she was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his or her interest in the shares, but nothing in this Article shall release the estate of a deceased member (whether sole or joint) from any liability in respect of any share held by him or her.

A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may (subject as hereinafter provided) upon supplying to the Company such evidence as the Directors may reasonably require to show his or her title to the share either be registered himself as holder of the share upon giving to the Company notice in writing to that effect or transfer such share to some other person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the notice or transfer were a transfer made by the member registered as the holder of any such share.

Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share as a result of the death or bankruptcy of a member or otherwise by operation of law (upon supplying to the Company such evidence as the Directors may reasonably require to show his or her title to the share) shall be entitled to the same dividends and other advantages as those to which he or she would be entitled if he or she were the registered holder of the share except that he or she shall not be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by membership in relation to shareholders' meetings until he or she shall have been registered as a member in respect of the share.

‌The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a member or the shares to which a person is entitled by virtue of law on death or bankruptcy or otherwise by operation of law if and provided that:

during the period of not less than six years prior to the sending of the notices referred to in paragraph 40.1(b) below at least three dividends in respect of the shares have become payable and no dividend in respect of those shares has been claimed; and

‌the Company shall on expiry of such period of six years have, either in hard copy form to the last known postal address of the member, in electronic form to the last known email address of the member, or in electronic form on the London Stock Exchange's Regulatory News Service, issued an announcement giving notice of its intention to sell the said shares. Before sending such notice, the Company must have used reasonable efforts to trace the relevant member, engaging, if the Company considers appropriate (in its sole discretion) a professional asset reunification company or other tracing agent; and

during the period of three months following the sending of such notices the Company shall have received no communication from such member or person.

To give effect to any such sale the Company may appoint any person to transfer, as transferor, the said shares and such transfer shall be as effective as if it had been carried out by the registered holder of or person entitled by law to such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall, for six years following the date of such transfer, be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount which shall be a permanent debt of the Company. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit. Following expiration of the six year period referred to above, the net proceeds of any such sale shall be forfeited by the relevant holder and shall belong to the Company which shall no longer be liable in any respect, nor be required to account to such holder or other person previously entitled thereto.

An Annual General Meeting shall be held in each period of six months beginning with the day following the Company's accounting reference date, at such place, date and time as may be determined by the Directors.

The Directors may whenever they think fit, and shall on requisition in accordance with the Statutes, proceed to convene a General Meeting.

If, at any time, there are not sufficient directors within the United Kingdom capable of acting to form a quorum, the directors in the United Kingdom capable of acting may convene a General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

An Annual General Meeting shall be called by notice of at least 21 days.

Any other General Meeting shall be called by notice of at least 14 days'.

The period of notice shall in either case be exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held.

Notice shall be given to all members other than such as are not under the provisions of these Articles entitled to receive such notices from the Company. The Company may determine that only those persons entered on the Register at the close of business on a day determined by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice.

A General Meeting, notwithstanding that it has been called by a shorter notice than that specified above, shall be deemed to have been duly called if it is so agreed:

in the case of an Annual General Meeting, by all the members entitled to attend and vote thereat; and

in the case of any other General Meeting, by a majority in number of the members having a right to attend and vote thereat, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.

Every notice calling a General Meeting shall specify the place, date and time of the meeting and (in the case of a hybrid meeting only) electronic platform(s) of the General Meeting.

There shall appear with reasonable prominence in every such notice a statement that:

a member is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote; and

that a proxy need not be a member of the Company.

The notice shall specify the general nature of the business to be transacted at the meeting; and if any resolution is to be proposed as a special resolution, the notice shall contain a statement to that effect.

In the case of an Annual General Meeting, the notice shall also specify the meeting as such.

For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such persons may cast, the Company may specify in the notice of the meeting a time, not more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting.

If the Directors determine that a General Meeting shall be held as a hybrid meeting the notice shall specify any access, identification and security arrangements.

At any General Meeting the Chair of the Directors, failing whom a Deputy Chair, failing whom any Director present and willing to act and, if more than one, chosen by the Directors present at the meeting, shall preside as chair. If no Director is present within five minutes after the time appointed for holding the meeting and willing to act as chair, a member may be elected to be the chair by a resolution of the Company passed at the meeting.

No business other than the appointment of a chair shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Two members present in person or by proxy and entitled to vote shall be a quorum for all purposes.

If within five minutes from the time appointed for a General Meeting (or such longer interval as the chair of the meeting may think fit to allow) a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such day (being not less than 14 days nor more than 28 days later), time, place and/or electronic platform(s) as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the chair of the meeting may determine.

In the case of any General Meeting, the board may, notwithstanding the specification in the notice convening the General Meeting of the place at which the chair of the meeting shall preside ("Principal Place") make arrangements for simultaneous attendance and participation by electronic means allowing persons not present together at the same place to attend, speak and vote at the meeting (including the use of satellite meeting places). The arrangements for simultaneous attendance and participation at any place at which persons are participating using electronic means may include arrangements for controlling or regulating the level of attendance at any particular venue provided that such arrangements shall operate so that all members and proxies are able to attend at one or other of the venues.

The members or proxies at the place or places at which persons are participating using electronic means shall be counted in the quorum for, and be entitled to vote at, the General Meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that the members or proxies attending at the places at which persons are participating using electronic means are able to:

participate in the business for which the meeting has been convened; and

see and hear all persons who speak (whether through the use of microphones, load speakers, audiovisual communication equipment or otherwise) in the Principal Place (and any other place at which persons are participating using electronic means).

For the purposes of all other provisions of these Articles (unless the context requires otherwise), the members and proxies shall be treated as meeting at the Principal Place.

The Directors may make whatever arrangements they consider appropriate to enable those participating at a General Meeting, whether at a physical or hybrid meeting, to exercise their right to speak, hear and be heard. For the purposes of these Articles, a person is able to exercise their right to "speak" and "be heard" when the chair of the meeting is satisfied that the arrangements enable that person to be able to communicate to all those attending the meeting and raise information, questions or opinions on the business of the meeting. For these purposes being able to communicate in this way this shall include, without limitation, any electronic means, the use of microphones, loud speakers, audio visual equipment, electronic platforms or other

means of communication whatsoever (or any combination thereof) including, without limitation, the relevant information, questions or opinions being made available to some or all of those attending the meeting in electronic or typed form or being read to the meeting by someone authorised to do so by the Directors. For the purposes of these Articles, "hear" and the right to "hear" shall be construed accordingly.

The chair of any General Meeting at which a quorum is present may with the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. Where a meeting is adjourned sine die, the time, date, place and/or electronic platform(s) for the adjourned meeting shall be fixed by the Directors.

If the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting at the time, date, place and/or electronic platform(s) specified in the notice calling the General Meeting, they may move and/or postpone the General Meeting to another time, date, place and/or electronic platform(s). The Directors shall take reasonable steps to ensure that notice of the date, time, place and/or the electronic platform(s) of the moved and/or postponed meeting is provided to any member trying to attend the meeting at the original date, time, place and/or on the electronic platform(s). When a General Meeting is so moved and/or postponed, notice of the date, time, place and/or the electronic platform(s) of the moved and/or postponed meeting shall be given in such manner as the Directors may, in their absolute discretion, determine. Notice of the business to be transacted at such moved and/or postponed meeting is not required. The Directors must take reasonable steps to ensure that members trying to attend the General Meeting at the original time, date, place and/or electronic platform(s) are informed of the new arrangements for the General Meeting. Proxy forms can be delivered as specified in Article 66. Any postponed and/or moved meeting may also be postponed and/or moved under this Article.

‌The Directors may decide to enable persons entitled to attend a General Meeting to do so by either electronic means or electronic platform(s) or physical attendance at a hybrid meeting. Members, their proxies or corporate representatives present shall be counted in the quorum for, and entitled to vote at, the General Meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities are available throughout the hybrid meeting to ensure that members or their proxies or corporate representatives attending the hybrid meeting who are not present together at the same place may:

participate in the business for which the meeting has been convened;

hear all persons who speak at the meeting; and

be heard by all other persons present at the meeting.

If it appears to the chair of the meeting that the electronic platform(s), facilities or security at the hybrid meeting have become inadequate for the purposes referred to in Article 51.1 then the chair may, without the consent of the meeting, interrupt or adjourn the General Meeting. All business conducted at that General Meeting up to the time of that adjournment shall be valid and the provisions of Articles 49 to 52 shall apply to that adjournment.

When a meeting is adjourned for 30 days or more or sine die, not less than seven days' notice of the adjourned meeting shall be given in accordance, mutatis mutandis, with Articles 43 and

44. Otherwise it shall not be necessary to give any such notice.

If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the Chair of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

The chair of the meeting may make any arrangement and impose any restriction he/she considers appropriate to ensure the security of a meeting and the health and safety of those in attendance including the searching of a person attending the meeting and the restriction of the items of personal property that may be taken into the meeting place. The chair may himself/herself or may authorise one or more persons, who shall include a director or the secretary to:

refuse entry to a meeting to a person who refuses to comply with these arrangements or restrictions; and

eject from a meeting any person who causes the proceedings to become disorderly.

In relation to a hybrid meeting, the Directors may make any arrangement and impose any requirement or restriction as is:

necessary to ensure the identification of those taking part by way of electronic platform(s) and the security of any electronic communication; and

proportionate to those objectives.

In this respect, the directors may authorise any voting application, system or facility for hybrid meetings as they see fit.

At any General Meeting held in a physical location only a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before the resolution is put to the vote on a show of hands, or on the declaration of the result of the show of hands) demanded by:

the chair of the meeting; or

not less than five members present in person or by proxy and entitled to vote; or

a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

A resolution put to the vote of a General Meeting held as a hybrid meeting shall be decided on a poll.

A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chair. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

A poll shall be taken in such manner (including by use of ballot or voting papers or electronic means, or any combination thereof) as the chair of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chair of the meeting may (and if so directed by the meeting shall) appoint scrutineers (who need not be members) and may adjourn the meeting to some place and time fixed by him or her for the purpose of declaring the result of the poll.

On a poll votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his or her votes or cast all the votes he or she uses in the same way.

A poll demanded on the choice of a chair or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than 30 days from the date of the meeting) and place as the chair may direct. No notice need be given of a poll not taken immediately. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

Subject to Article 61 and to any special rights or restrictions as to voting attached by or in accordance with these Articles to any class of shares:

on a show of hands:

every member who is entitled to vote on the resolution and who is present in person shall have one vote; and

every proxy present who has been duly appointed by one of more members entitled to vote on the resolution shall have one vote; except that:

if a member votes in person on a resolution then, as regards that resolution, his or her proxy shall have no vote; and

a proxy shall have one vote for and one vote against the resolution if he or she has been duly appointed by more than one member entitled to vote on the resolution and either:

is instructed by one or more of those members to vote for the resolution and by one or more others to vote against it; or

is instructed by one or more of those members to vote in one way and is given a discretion as to who to vote by one or more others (and wishes to use that discretion to vote in the other way);

on a poll, every member who is entitled to vote on the resolution and who is present in person or by a duly appointed proxy shall have one vote for very share he or she holds. A member entitled to more than one vote need not, if he or she votes on the poll (whether in person or by proxy), use all his or her votes or cast all the votes he or she uses in the same way.

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 and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the share.

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SThree plc published this content on April 29, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 29, 2025 at 14:45 UTC.