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Articles of Association COMPANY NO. 12960219 COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of DR. MARTENS PLC (adopted by special resolution passed on 28 January 2021) _______________________________________________ CONTENTS CLAUSE PAGE PRELIMINARY .................................................................................................................. 1 SHARE CAPITAL AND LIMITED LIABILITY .......................................................................... 4 VARIATION OF RIGHTS ..................................................................................................... 6 SHARE CERTIFICATES ....................................................................................................... 7 LIEN ................................................................................................................................. 7 CALLS ON SHARES ............................................................................................................ 8 FORFEITURE AND SURRENDER .......................................................................................... 9 TRANSFER OF SHARES .................................................................................................... 11 TRANSMISSION OF SHARES ............................................................................................. 11 ALTERATION OF SHARE CAPITAL .................................................................................... 12 GENERAL MEETINGS ...................................................................................................... 13 NOTICE OF GENERAL MEETINGS ..................................................................................... 14 PROCEEDINGS AT GENERAL MEETINGS ........................................................................... 17 VOTES OF MEMBERS ....................................................................................................... 21 PROXIES AND CORPORATE REPRESENTATIVES ................................................................ 24 NUMBER OF DIRECTORS ................................................................................................. 28 APPOINTMENT AND RETIREMENT OF DIRECTORS ............................................................ 28 ALTERNATE DIRECTORS ................................................................................................. 29 POWERS OF THE BOARD .................................................................................................. 30 DELEGATION OF POWERS OF THE BOARD ........................................................................ 31 BORROWING POWERS ..................................................................................................... 32 DISQUALIFICATION AND REMOVAL OF DIRECTORS ......................................................... 32 NON-EXECUTIVE DIRECTORS .......................................................................................... 33 DIRECTORS’ EXPENSES................................................................................................... 33 EXECUTIVE DIRECTORS .................................................................................................. 34 DIRECTORS’ INTERESTS ................................................................................................. 34 GRATUITIES, PENSIONS AND INSURANCE ........................................................................ 36 PROCEEDINGS OF THE BOARD ......................................................................................... 37 SECRETARY .................................................................................................................... 41 MINUTES ........................................................................................................................ 41 THE SEAL ....................................................................................................................... 41 REGISTERS ..................................................................................................................... 42 DIVIDENDS ..................................................................................................................... 42 CAPITALISATION OF PROFITS AND RESERVES ................................................................. 48 RECORD DATES .............................................................................................................. 49 ACCOUNTS ..................................................................................................................... 49 COMMUNICATIONS ......................................................................................................... 50 DESTRUCTION OF DOCUMENTS ....................................................................................... 53 UNTRACED SHAREHOLDERS ........................................................................................... 55 WINDING UP ................................................................................................................... 56 INDEMNITY .................................................................................................................... 56 Page 2 COMPANY NO. 12960219 COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of DR. MARTENS PLC PRELIMINARY Relevant model 1. The regulations in the Companies (Model Articles) Regulations 2008 as in articles force at the date of incorporation of the Company shall not apply to the Company. Definitions 2. In these Articles, except where the subject or context otherwise requires: Act means the Companies Act 2006 including any modification or re- enactment of it for the time being in force; Articles means these articles of association as altered from time to time by special resolution; auditors means the auditors of the Company; the board means the directors or any of them acting as the board of directors of the Company; certificated share means a share in the capital of the Company that is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly; clear days in relation to the sending of a notice means the period excluding the day on which a notice is given or deemed to be given and the day for which it is given or on which it is to take effect; Company means Dr. Martens plc Company’s Remuneration Policy means at any time the remuneration policy of the Company most recently approved by members of the Company pursuant to section 439A of the Act; director means a director of the Company; dividend means dividend or bonus; entitled by transmission means, in relation to a share in the capital of the Company, entitled as a consequence of the death or bankruptcy of the holder or otherwise by operation of law; holder in relation to a share in the capital of the Company means the member whose name is entered in the register as the holder of that share; member means a member of the Company; office means the registered office of the Company; paid means paid or credited as paid; recognised person means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, each of which terms has the meaning given to it by section 778 of the Act; register means either or both of the issuer register of members and the Operator register of members of the Company; Regulations means the Uncertificated Securities Regulations 2001 including any modification or re-enactment of them for the time being in force; seal means the common seal of the Company and includes any official seal kept by the Company by virtue of section 49 or 50 of the Act; secretary means the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the duties of the secretary; share means a share in the capital of the Company; uncertificated share means (subject to regulation 42(11)(a) of the Regulations) a share in the capital of the Company title to which is recorded on the Operator register of members of the Company and which may, by virtue of the Regulations, be transferred by means of a relevant system and references in these Articles to a share being held in uncertificated form shall be construed accordingly; United Kingdom means Great Britain and Northern Ireland; and working day means a day other than a Saturday or Sunday or public holiday in England and Wales on which banks are open in London for general commercial business. Construction 3. Where, in relation to a share, these Articles refer to a relevant system, the reference is to the relevant system in which that share is a participating security at the relevant time. References to a document or information being sent, supplied or given to or by a person mean such document or information, or a copy of such document or information, being sent, supplied, given, delivered, issued or made available Page 2 to or by, or served on or by, or deposited with or by that person by any method authorised by these Articles, and sending, supplying and giving shall be construed accordingly. References to writing mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods which enables them to be read and a copy retained, whether in electronic form or otherwise, and whether in one or several documents, each executed or authenticated in such a manner as the board may approve, and written shall be construed accordingly. Nothing
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