REWARD SHARE AGREEMENT

This agreement (the “Reward Shares Agreement”) is entered into on the {date format=”d/m/Y”} between Moneybox Share Nominee Limited, a company incorporated in England and Wales (Company number 12140599) whose registered office is 1.07, 1-2 Hatfields, London, SE1 9PG, United Kingdom (“Nominee”), Digital Moneybox Limited, a company incorporated in England and Wales (Company number 09597755) whose registered office is 1.07, 1-2 Hatfields, London, SE1 9PG, United Kingdom (the “Company”),  and (the “Investor”) who wishes to subscribe for shares offered by the Company, in response to the proposition (“Reward Shares”) made by the Company on their mobile application and website. The Nominee provides nominee services relating to the investments by the investor in the Company.

  1. DEFINITIONS
    1. In this Reward Shares Agreement, unless the context otherwise requires, the words and expressions below shall have the following meanings:“Accounting Standards” means, the Financial Reporting Standards (FRSs) issued or adopted by the Financial Reporting Council, or where applicable, IFRS;“Act” means, the Companies Act 2006;

      “Articles” means, the Articles of Association of the Company in the form set out in Schedule 3 hereto and the same as may be amended or superseded from time to time;

      “Board” means, the board of directors (as constituted from time to time) of the Company;

      “Business”
      The business of the Company shall be the undertaking of financial investment services and such other business as may be determined from time to time by the Board in accordance with this Reward Shares Agreement;

      “Business Day” means, any day (other than Saturday and Sunday) which is not a bank or public holiday on which ordinary banks are open for business in London, United Kingdom;

      “Confidential Information” means, in relation to each party to this Reward Shares Agreement (“the Recipient”) any information which is disclosed to that party by another party (“the Informant”) pursuant to or in connection with this Reward Shares Agreement, whether orally or in writing or any other medium, and whether the information is expressly stated to be confidential or marked as such,  provided that such information shall not include any information that is in the public domain other than by the breach of the confidentiality obligations contained in this Reward Shares Agreement;

      “Investment Amount” means, the value paid for the Reward Shares;

      “IPO” means the admission of all or any of the Shares or securities representing those shares (including without limitation depositary interests, American depositary receipts, American depositary shares and/or other instruments) on NASDAQ or on the Official List of the United Kingdom Listing Authority or on the AIM Market operated by the London Stock Exchange Plc or any other recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000);

      “Ordinary Shares” means, ordinary shares with a nominal value of £0.0001 each in the capital of the Company;

      “Moneybox” means, the mobile application that is offered by the Company;

      “MPPP” means, Moneybox Personal Pension Plan;

      “MSNL” means Moneybox Share Nominee Limited;

      “RewardShares”means, Ordinary Shares, obtained through this Reward Shares Agreement;

      “Sale” means the sale of the Company to any other person or persons who are independent purchasers;

      “Shareholders” means any person who holds shares in the capital of the Company from time to time.

    2. INTERPRETATION
      1. Words and expressions which are defined in the Articles, available within Schedule 3 of this Reward Shares Agreement, shall have the meanings attributed to them therein when used in this Reward Shares Agreement unless otherwise defined in this Reward Shares Agreement or the context otherwise requires.
      2. Words and expressions which are defined in the Act shall have the meanings attributed to them therein when used in this Reward Shares Agreement unless otherwise defined or the context otherwise requires.
      3. References to clauses and Schedules are to the clauses of, and Schedules to, this Reward Shares Agreement and references to Parts and paragraphs are to Parts and paragraphs of the relevant Schedule. The clause, Part and paragraph headings used in this Reward Shares Agreement are inserted for ease of reference only and shall not affect construction.
      4. The Schedules form part of this Reward Shares Agreement and shall have effect as if set out in full in the body of this Reward Shares Agreement.
      5. References to persons shall include unincorporated associations and partnerships, in each case whether or not having a separate legal personality.
      6. References to a party or parties means a party or the parties to this Reward Shares Agreement.
      7. References to those of the parties that are individuals include their respective legal personal representatives.
      8. References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.
      9. Except where the context specifically requires otherwise, words importing individuals shall be treated as importing corporations and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
      10. Except where the context specifically requires otherwise, words in the plural form shall also include the singular and vice versa.
      11. References to statutory provisions or enactments shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision or enactment (whether before or after the date of this Reward Shares Agreement) unless any such change imposes upon any party any liabilities or obligations which are more onerous than as at the date of this Reward Shares Agreement.
      12. Section 1122 of the Corporation Tax Act 2010 shall apply to determine whether one person is connected with another for the purposes of this Reward Shares Agreement.
    3. REWARD SHARES CONDITIONS AND OTHER TERMS
      1. The Investor must meet all of the following criteria to be eligible for the Reward Shares:
        1. The Investor must have completed the client classification and classified themselves as either a certified ‘high net worth investor’, a self-certified ‘sophisticated investor’, or a ‘restricted investor’, in accordance with the FCA’s Conduct of Business Sourcebook Chapter 4.7.
        2. The Investor must be a retail investor, as determined under the FCA’s Conduct of Business roles.
        3. The Investor is required to have completed and passed the investment appropriateness assessment.
        4. The Investor must have successfully opened an account on the Moneybox mobile application.
        5. The Investor must have successfully opened a MPPP within the Moneybox mobile application.
        6. The Investor must have transferred an external pension into the Moneybox Personal Pension Plan.
        7. The Investor must agree to all of the conditions contained within the Share Reward Agreement.
        8. The Investor must be a UK tax resident.
        9. The Investor must not be a US citizen.
      2. When completing the registration, including the assessment the Investor confirms that the responses are accurate and agrees that the Company can rely on the responses.
      3. The eligible customer will receive a prescribed number of shares dependent on the total value of the pension(s) that they have successfully transferred into the MPPP, where a successful transfer is defined as a pension that has been transferred to the Moneybox Personal Pension Plan, the funds have been received and invested, these are as follows:
        1. For total pension transfer values from £500 to £999.99 one Reward Share shall be issued;
        2. For total pension transfer values from £1,000 to £4,999.99 two Reward Shares shall be issued;
        3. For total pension transfer values from £5,000 to £9,999.99 four Reward Shares shall be issued;
        4. For total pension transfer values from £10,000 to £19,999.99 six Reward Shares shall be issued;
        5. For total pension transfer values from £20,000 to £49,999.99 eight Reward Shares shall be issued;
        6. For total pension transfer values of £50,000 or greater ten Reward Shares shall be issued.
      4. The Investor agrees to the following share nominee conditions;
        1. Legal title to the Reward Shares must be held by a nominee that has been selected by the Company. That nominee will only provide safeguarding of the Reward Shares and the administration of shares shall be directly between the Company and the Investor;
        2. The Company has appointed MSNL as its selected Nominee. The Company has the right to change the nominee provided the Investor has been given 30 days-notice;
        3. The Investor agrees to the Nominee Investor Terms that can be found in Schedule 1 of this Reward Shares Agreement;
        4. The Investor agrees to the Investor Administration Terms that can be found in Schedule 2 of this Reward Shares Agreement (the “Investor Terms“); and
        5. The Investor agrees to hold the Reward Shares on and subject to the terms of this Reward Shares Agreement and the Articles.
      5. The issue of the Reward Shares is contingent on the Investor meeting and agreeing to the terms within clauses 3.1, 3.2, and 3.4 of the Reward Shares Agreement. The Company will perform review procedures on the Investor’s Reward Share claim to ensure that terms have been satisfied.
      6. Based on the review procedures described in clause 3.5, the Company will determine whether to:
        1. Issue the Reward Shares of the Company to the Investor (“Completion Decision”), OR
        2. Decline to issue the Reward Shares of the Company to the Investor (“Non-Completion Decision”).
      7. By agreeing to this Reward Shares Agreement, the Investor acknowledges that they have also read, understood, and agreed to:
        1. the Company’s Privacy Policy, available online at: moneyboxapp.com/privacy/
        2. the Nominee’s Privacy Policy, available online at: moneyboxapp.com/MNSLprivacy/
        3. the registration and risks warnings, available online at: moneyboxapp.com/rewardshares
    4. INVESTMENT AND COMPLETION
      1. If the Company makes a Completion Decision pursuant to Clause 3.6.1, then:
        1. The Investor shall subscribe in cash the Investment Amount for the Reward Shares, with the subscription amount to be satisfied in full by a third party on behalf of the Investor.
        2. The Company shall allot and issue the Reward Shares to the Nominee on trust for the Investor.
        3. The Company will issue an electronic share certificate to the Nominee and enter the name of the Nominee in the Company’s share register.
      2. If the Company makes a Non-Completion Decision pursuant to Clause 3.6.2, then the Company shall notify the Investor that it does not intend to complete the issue of the Reward Shares.
    5. WARRANTIES
      1. The Investor represents and warrants to the Company that it has taken all necessary other actions to enable the Investor validly to accept and perform the obligations required under the terms of this Reward Shares Agreement and that performance of the provisions of this Reward Shares Agreement will not result in a breach of or constitute a default under any other agreement or other contractual restriction binding upon the Investor.
    6. FINANCE
      1. No Investor shall be obliged to subscribe for any further shares or to provide any further funding to the Company save for the Reward Shares agreed to be subscribed for or funding agreed pursuant to the terms of this Reward Shares Agreement.
    7. TRANSFER OF SHARES
      1. No Investor shall sell, transfer, mortgage, charge, encumber or otherwise dispose of any Share or any interest therein except in accordance with the provisions of this clause 7 and the Articles.
      2. Subject to the Act, an Investor shall transfer their Reward Shares to the Company in the following situations (each a “Compulsory Transfer Event“):
        1. If the Investor has been declared bankrupt.
        2. If the Investor has died.
        3. If the Investor transfers all or part of their pension out of the MPPP to another provider.
      3. If the Investor is subject to a Compulsory Transfer Event then:
        1. the Investor grants permission to the Nominee to sell the shares to the Company for the nominal value (£0.0001 per share (subject to adjustment in respect of any subdivision or consolidation of shares)); and
        2. the Nominee shall be entitled to complete, execute and deliver a transfer of the Reward Shares to the Company and any other documents necessary to give effect to the transfer of the legal and beneficial title to such shares.
      4. In the event of a transfer pursuant to clause 7.2.2, the Company agrees to make a donation to a charity of the Board’s choosing in an amount equal to the Fair Value (determined in accordance with the Articles) of the Reward Shares being transferred.
      5. The Board shall approve for registration any transfer of Shares which complies with the provisions of clause 7 and decline to approve for registration any other transfer of Shares.
      6. Subject to clause 7.1 to 7.5, in the event that the Nominee is obliged by law or by any other provision of the Articles to transfer any Reward Shares held by the Investor (including, without limitation, in respect of the exercise of any drag-along rights in such Articles):
        1. the Nominee shall notify the Investor in writing as soon as reasonably practicable;
        2. the making of any notification made under clause 7.6.1 by the Nominee shall be considered to be an instruction to the Nominee from the Investor to take the relevant action under clause 7.6.3 as may be necessary to affect the transfer of the Reward Shares on behalf of the Investor; and
        3. the Nominee shall transfer the legal title to the Reward Shares and sign all documents and take all actions necessary to affect such transfer and each Investor authorises the Nominee to take such action required to transfer the beneficial title to the Reward Shares and to sign all documents and take all actions necessary to affect such transfer.
    8. THE BOARD
      1. The members of the Board remain unchanged following completion, details of the Company’s directors can be found on the Companies House website.
    9. INFORMATION RIGHTS
      1. The Company is not obligated to provide any information to the Investor. Statutory financial statements will be available via Companies House website.
    10. SHAREHOLDER MEETINGS
      1. Shareholder meetings shall take place at such time or times as may be required or requested by the directors. Unless otherwise agreed in writing by all the Shareholders, at least 14 Clear Days’ notice in writing shall be given to all the Shareholders entitled to attend and vote at the Shareholder meeting. Such notice shall specify in as great a detail as is practicable the business to be considered at the meeting.
      2. A shareholder meeting may only be called by the board or shareholders who hold a minimum of 20% of folly diluted share capital of the Company.
      3. The Company does not hold an Annual General Meeting (AGM), it is at the Board’s discretion whether to hold an AGM.
      4. The quorum necessary to constitute a Shareholder meeting shall be as set out in section 318 Companies Act 2006. If a quorum is not present within thirty minutes of the time appointed for a Shareholder meeting, the meeting shall be adjourned to the same time and place on the seventh day following the original meeting. If at the adjourned meeting a quorum is not present within thirty minutes from the time appointed for the meeting the adjourned meeting shall be dissolved.
    11. VOTING RIGHTS
      1. Voting is restricted to shareholders who meet the criteria within the Articles, set out in Schedule 3.
    12. SALE OR IPO
      1. It is hereby agreed by the parties that, on an IPO, the Investor shall:
        1. to the extent required by the applicable roles of the relevant exchange, retain such number of their shares in the Company held at the time of the IPO for such period after IPO as is required by the Listing Roles or the roles and requirements of the relevant exchange; and
        2. have regard to the recommendation of the Company’s brokers on an IPO in determining their respective sale of shares upon the Company’s IPO and shall make such determination with a view to ensuring the success of the IPO.
    13. COMPANY COMMUNICATIONS
      1. The Investor gives their consent to the use by the Company of electronic communications when communicating with the Shareholders and the Investors, such use to be at the sole discretion of the Company.
    14. DIVIDEND POLICY
      1. The payment of a dividend is at the sole discretion of the Board and subject to the terms of the Articles.
    15. WINDING UP
      1. If at any time an obligation to wind up the Company arises the Shareholders and Investors shall immediately take all necessary steps to secure the timely winding up of the Company. The Shareholders and Investors shall cast all necessary votes at a general meeting of the Company and shall cause the directors of the Company nominated by them to cast all necessary votes at a board meeting to approve the winding up of the Company, in addition to any other steps which are required to secure the winding up of the Company.
      2. The Shareholders shall ensure that the liquidator is a properly licensed insolvency practitioner agreeable to all Shareholders. If the Shareholders are unable to come to an agreement the Company’s Auditors shall appoint the liquidator.
      3. In order to recover the fullest amount that may be available from the Company in its winding up the Shareholders and Investors shall prove to the maximum extent permitted by law all sums due or set to fall due to them from the Company and in doing so may avail themselves of any right of set-off or other act or mechanism that may be available to them.
    16. CONFIDENTIALITY
      1. In relation to Confidential Information, the Recipient undertakes with the Informant that except as authorised in writing by the Informant, he or she shall, at all times during the continuance of this Reward Shares Agreement and within 5 years after its termination:
        1. use his or her best endeavours to keep confidential all Confidential Information;
        2. not disclose any Confidential Information to any other person except its current or bona fide employees, bankers, lenders, partners, accountants, legal and other professional advisers, in each case only where such persons or entities are under appropriate confidentiality obligations, or to any person, body or entity to whom any party is required to disclose the Confidential Information by law;
        3. not use any Confidential Information for any purpose otherwise than as contemplated by and subject to the terms of this Reward Shares Agreement;
        4. not make any copies of, record in any way or part with possession of any Confidential Information; and
        5. ensure that none of his or her agents or advisors does any act which, if done by that party would be in breach of the provisions of Sub-clauses 16.1.1 to 16.1.4 above.
      2. The provisions of this Clause 16 shall continue in force in accordance with its terms, notwithstanding the termination of this Reward Shares Agreement for any reason.
    17. CONFLICTS WITH THE ARTICLES
      1. Insofar as any provision of this Reward Shares Agreement shall conflict with any provisions of the Articles the provisions of this Reward Shares Agreement shall prevail. If any Shareholder shall so require the Shareholders shall procure that the Articles are amended to agree with the provisions hereof.
    18. DURATION
      1. This Reward Shares Agreement shall continue in full force and shall bind each of the Investors for so long as he shall be the beneficial owner and/or registered member in respect of any Shares in the Company until the date of commencement of the Company’s winding up.
    19. NO PARTNERSHIP OR AGENCY
      1. This Reward Shares Agreement shall not be construed so as to create a partnership or joint venture between any of the parties.
      2. Nothing in the Reward Shares Agreement shall be construed so as to constitute any of the parties the agent of another.
    20. NO WAIVER
      1. No failure or delay by either party in exercising any of its rights under this Reward Shares Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Reward Shares Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
    21. SEVERANCE
      1. If any provision of this Reward Shares Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Reward Shares Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
    22. ENTIRE AGREEMENT
      1. This Reward Shares Agreement and the Articles contain the entire agreement between the parties and supersedes and replaces all previous agreements and understandings between the parties.
      2. Each party acknowledges that, in entering into this Reward Shares Agreement, it is not relying on any representation, warranty, pre-contractual statement or other provision except as expressly provided in this Reward Shares Agreement.
      3. Without limiting the generality of the foregoing, neither party shall have any remedy in respect of any untrue statement made to him upon which he may have relied in entering into the Reward Shares Agreement, and a party’s only remedy is for breach of contract. However, nothing in this Reward Shares Agreement purports to exclude liability for any fraudulent statement or act.
    23. FURTHER ASSURANCE
      1. Each party shall from time to time (both during the continuance of this Reward Shares Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Reward Shares Agreement.
    24. COSTS
      1. The costs and expenses (including professional, legal and accountancy expenses) of the preparation, negotiation and execution of this Reward Shares Agreement and associated documentation shall be borne by the Company.
    25. APPLICABLE LAW AND JURISDICTION
      1. This Reward Shares Agreement shall be governed by and construed in accordance with the laws of England and Wales.
      2. The parties agree to submit to the non-exclusive jurisdiction of the courts of England and Wales.

SCHEDULE 1

INVESTOR NOMINEE TERMS

AGREEMENT FOR APPOINTMENT OF MONEYBOX SHARE NOMINEE LIMITED AS NOMINEE SHAREHOLDER

  1. AGREEMENT FORMS PART OF THE REWARD SHARES AGREEMENT
    1. This agreement applies between the Investor and the Company in relation to the subscription of Reward Shares in the Company involving the Nominee and forms part of the Reward Share Agreement.
    2. Expressions defined within the Investor Nominee Terms have the same meaning in this Reward Shares Agreement unless expressly provided otherwise.
  2. APPOINTMENT OF NOMINEE
    1. The Investor is acquiring the absolute beneficial ownership of the Reward Shares of the Company.
    2. The Investor appoints the Nominee as the Investor’s nominee with respect to the any Company shares that have been subscribed to as part of the Investor Terms. The Nominee accepts the appointment, based on the terms and subject to the conditions within this Reward Shares Agreement.
    3. The Investor acknowledges and agrees that, if the Company makes a Completion Decision pursuant to clause 3.6 of the Reward Shares Agreement, the Nominee shall:
      1. Hold the Investor’s shares as nominee in accordance with this Reward Shares Agreement; and
      2. Have and claim no beneficial or other interest in the Investor’s Shares except in its capacity as nominee of the Investor, in each case on the terms and subject to the conditions set forth in this Reward Shares Agreement.
    4. The Investor acknowledges that the Nominee is only providing safeguarding services. The Nominee does not provide any administration concerning the Reward Shares and, subject always to the terms and restrictions of this agreement and the overall Reward Shares Agreement, the Investor shall communicate and deal directly with the Company in respect of exercising any voting rights (to the extent the Reward Shares carry voting rights), corporate actions or collecting any income or distributions in respect of such Reward Shares. For this purpose, the Nominee as legal title holder to the Reward Shares shall grant the Investor with such authorities and proxies as are reasonably required by the Investor to directly administer its shares.
    5. Although the Nominee shall be the nominee of the Investor in relation to the Investor’s shares, the Investor irrevocably agrees that they shall not be entitled to direct the actions of the Nominee in relation to the Investor’s shares or to call for the transfer of the Investor’s shares to the Investor or any other person or to otherwise exercise any rights which the Investor may have as beneficial owner of the Investor’s shares, except as expressly provided for in this agreement and the overall Reward Shares Agreement, that this Agreement forms a part thereof.
    6. The Nominee is required to perform identity verification checks to determine the Investor is who they hold themselves out to be. These checks are performed by the Company on behalf of the Nominee. By agreeing to this Reward Shares Agreement, the Investor confirms that they consent to the Company providing this service to the Nominee and to the verification being performed.
  3. DECLARATION OF TRUST
    1. The Nominee hereby acknowledges and declares that the Reward Shares registered in the Nominee’s name are held on trust for the Investor absolutely as a bare trustee pursuant to the terms of this agreement and that the Nominee has no beneficial interest in the Reward Shares.
  4. TERMINATION OF THE NOMINEE AGREEMENT
    1. The Nominee Agreement shall remain in place until the Reward Shares Agreement is terminated pursuant to clause 18 of the Reward Shares Agreement.
  5. OBLIGATIONS OF THE NOMINEE
    1. The Nominee undertakes with the Investor (the “Owner”):
      1. to hold all bonus shares, rights issue shares or other property or benefits acquired in respect of the Reward Shares on trust for the Owner on the same terms as the Nominee holds the Reward Shares;
      2. to hold all shares issued on trust for the Owner on the same terms as the Nominee holds the Reward Shares;
      3. forthwith to hold to the order of the Owner the certificate(s) for the Reward Shares;
      4. not to sell, transfer, charge, encumber or otherwise deal with or dispose of the Reward Shares except:
        1. as expressly so directed (but only where such transfer is permitted by the Reward Share Agreement or the Articles); or
        2. as required pursuant to clause 7 of the Reward Share Agreement or the Articles; or
        3. as part of a sale of the entire issued share capital of the Company which has been approved by the holders of no less than 66.66% of the Equity Shares (as defined in the Articles).
  6. NOMINEE COMMUNICATIONS
    1. The Investor gives their consent to the use by the Nominee of electronic communications when communicating with the Investors, such use to be at the sole discretion of the Nominee.
  7. CONFIRMATION IN WRITING
    1. The Nominee shall be entitled (at its discretion) to require the Owner to give or confirm any direction in writing and may refrain from acting until such written direction is received. The Nominee shall be entitled to rely on any communication or document (including any email or facsimile transmission) believed by it to be genuine and correct and to have been communicated or signed by or on behalf of the Owner and shall not be liable to the Owner for any of the consequences of such reliance.
  8. ATTENDANCE AT MEETINGS
    1. Nothing in this Reward Shares Agreement shall oblige the Nominee to attend any general meeting of, or any meeting of the holders of any class of shares or warrants in, the Company.

SCHEDULE 2

INVESTOR ADMINISTRATION TERMS

  1. TERMS FORMS PART OF THE REWARD SHARES AGREEMENT
    1. The terms apply between the Investor and the Company in relation to the subscription of Reward Shares in the Company involving the Nominee and forms part of the Reward Shares Agreement.
    2. Expressions defined within the Reward Shares Agreement have the same meaning in these terms unless expressly provided otherwise.
  2. ADMINISTRATION OF INVESTOR SHARES
    1. Following the completion of the purchase of the Reward Shares, pursuant paragraph 2.2 per Schedule 1 and at all times until the Reward Shares Agreement is terminated pursuant to clause 18 of the Reward Share Agreement, the Company will provide all shareholder administration directly between itself and the Investor.
    2. In the event that the Investor has requested the details of meetings of the shareholders of the Company pursuant to Clause 10 of the Reward Shares Agreement, the Investor shall be entitled, as a matter of right, to require the Nominee to appoint the Investor as its proxy to vote the Investor’s shares as the Investor may see fit at any meeting of shareholders of the Company, subject to Clause 10.
    3. If the Company pays a cash dividend or makes a cash distribution to the holders of its shares, the Company will distribute the funds directly to the Investors as soon as the dividends becomes payable. The Company will communicate with the Investor in advance of payment of dividends to obtain payment details from them.
    4. If the Company pays a share dividend then it will communicate with the Investor to inform them of the dividend. The dividend shares will be treated under the Reward Share Agreement and held through the Nominee.

SCHEDULE 3

Company number: 09597755

THE COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY SHARES

NEW

ARTICLES OF ASSOCIATION

of

DIGITAL MONEYBOX LIMITED

(the “Company”)

(Adopted by a special resolution passed on 23 July 2019)

The Articles of Association are available to view here