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Companies Act 2006

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Companies Act 2006 COMPANIES ACT 2006 ________________________________________ PUBLIC COMPANY LIMITED BY SHARES ________________________________________ ARTICLES OF ASSOCIATION -of- SPECTRIS PLC (Adopted on 24 May 2019 pursuant to a Special Resolution passed on 24 May 2019) CONTENTS Article Page PRELIMINARY ...................................................................................................................................... 1 1. Exclusion of Table A ................................................................................................................. 1 2. Definitions and interpretation .................................................................................................... 1 SHARES .................................................................................................................................................. 3 3. Share capital ............................................................................................................................... 3 4. Rights attaching to shares .......................................................................................................... 3 5. Redemption and purchase of shares ........................................................................................... 3 6. Financial assistance ................................................................................................................... 3 7. Allotment at a discount .............................................................................................................. 4 8. Payment of commission and brokerage ..................................................................................... 4 9. Directors ability to allot and deal with shares ............................................................................ 4 10. Recognition of trusts .................................................................................................................. 4 SHARE CERTIFICATES ........................................................................................................................ 4 11. Uncertificated shares.................................................................................................................. 4 12. Share certificates and right to share certificates ........................................................................ 5 13. Share certificate of joint holders ................................................................................................ 5 14. Replacement of share certificates .............................................................................................. 5 15. Payment for share certificates .................................................................................................... 6 VARIATION OF RIGHTS ...................................................................................................................... 6 16. Variation of class rights ............................................................................................................. 6 17. Separate general meetings ......................................................................................................... 6 18. Issues of further shares .............................................................................................................. 6 CALLS ON SHARES .............................................................................................................................. 7 19. Calls ........................................................................................................................................... 7 20. Timing and payment of calls ..................................................................................................... 7 21. Liability of joint holders ............................................................................................................ 7 22. Interest due on non-payment of calls ......................................................................................... 7 23. Deemed calls .............................................................................................................................. 7 24. Power to differentiate between holders...................................................................................... 7 25. Payment of calls in advance....................................................................................................... 8 FORFEITURE AND LIEN ...................................................................................................................... 8 26. Notice if call or instalment not paid ........................................................................................... 8 27. Form of notice ............................................................................................................................ 8 28. Forfeiture for non-compliance ................................................................................................... 8 29. Notice after forfeiture ................................................................................................................ 8 30. Disposal of forfeited shares ....................................................................................................... 8 31. Annulment of forfeiture ............................................................................................................. 9 32. Continuing liability .................................................................................................................... 9 33. Lien on partly-paid shares.......................................................................................................... 9 34. Enforcement of lien by sale ....................................................................................................... 9 35. Application of sale proceeds ...................................................................................................... 9 36. Statutory declaration ................................................................................................................ 10 TRANSFER OF SHARES ..................................................................................................................... 10 37. Transfers of uncertificated shares ............................................................................................ 10 38. Form of transfer ....................................................................................................................... 10 39. Right to decline registration ..................................................................................................... 10 40. Further rights to decline registration ........................................................................................ 10 41. Notice of refusal to register ..................................................................................................... 11 42. No fee for registration .............................................................................................................. 11 43. Suspension of registration ........................................................................................................ 11 44. Destruction of documents ........................................................................................................ 11 TRANSMISSION OF SHARES ............................................................................................................ 12 45. Transmission on death ............................................................................................................. 12 46. Person entitled by transmission ............................................................................................... 12 47. Restrictions on election ............................................................................................................ 13 48. Rights of persons entitled by transmission .............................................................................. 13 UNTRACED SHAREHOLDERS ......................................................................................................... 13 49. Power to sell shares ................................................................................................................. 13 50. Power to sell further shares ...................................................................................................... 14 51. Authority to effect sale ............................................................................................................ 14 52. Authority to cease sending cheques ......................................................................................... 14 ALTERATION OF CAPITAL .............................................................................................................. 14 53. New shares ............................................................................................................................... 14 54. Consolidation, sub-division and cancellation .......................................................................... 14 55. Fractions of shares ................................................................................................................... 15 56. Reduction of share capital........................................................................................................ 15 GENERAL MEETINGS ........................................................................................................................ 15 57.
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