Clarivate : Amended and Restated Memorandum of Association

Companies (Jersey) Law 1991

Company Limited by Shares

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

CLARIVATE PLC

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Companies (Jersey) Law 1991

Company Limited by Shares

Amended and Restated

Memorandum of Association

of

Clarivate Plc

1. The name of the Company is Clarivate Plc.
2. The Company is a public company limited by shares.
3. The Company is a no par value company.
4. The Company has unrestricted corporate capacity.
5. The liability of each member arising from his or her holding of a share is limited to the amount (if any) unpaid on it.
6. There is no limit on the number of shares of any class which the Company is authorised to issue.

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	CONTENTS
1	Definitions, interpretation and exclusion of Standard Table	1
Definitions	1
Interpretation	3
Exclusion of Standard Table	4
2	Shares	4
Power to issue Shares and options, with or without special rights	4
Power to issue fractions of a Share	5
Capital contributions without issue of further Shares	5
Limit on the number of Joint Holders	5
Treasury Shares	5
3	Ordinary Shares	5
4	Preferred Shares	5
5	Register of Members and share certificates	6
Issue of share certificates	6
Renewal of lost or damaged share certificates	7
Uncertificated shares	7
6	Transfer of shares	8
Form of transfer	8
Power to refuse registration	8
Notice of refusal to register	8
Fee, if any, payable for registration	8
Company may retain instrument of transfer	8
Transfer to branch register	9
Holding of Shares through Direct Registration System	9
7	Redemption, Purchase and Surrender of Shares, Treasury Shares	9
Power to pay for redemption or purchase in cash or in specie	10
Effect of redemption or purchase of a Share	10
8	Variation of Rights Attaching to Shares	10
9	Commission on Sale of Shares	11
10	Non-Recognition of Trusts	11
11	Transmission of Shares	11
Persons entitled on death of a Member	11
Registration of transfer of a Share following death or bankruptcy	11
Indemnity	11
Rights of person entitled to a Share following death or bankruptcy	11
12	Alteration of capital	12
Increasing, consolidating, converting, dividing and cancelling share capital	12
Reducing share capital	12
Sale of fractions of Shares	12

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13	Closing Register of Members or Fixing Record Date	12
14	General Meetings	13
Power to call meetings	13
Annual general meetings	13
Content of notice	13
Period of notice	14
Persons entitled to receive notice	14
Publication of notice on a website	14
Time a website notice is deemed to be given	15
Required duration of publication on a website	15
Accidental omission to give notice or non-receipt of notice	15
Notice of other business	15
15	Proceedings at meetings of Members	18
Quorum		18
Use of technology	18
Lack of quorum	18
Adjournment	19
Chairman	19
Right of a Director or auditor's representative to attend and speak	19
Method of voting	19
Taking of a poll	19
Chairman does not have casting vote	19
No written resolutions	20
16	Voting rights of Members	20
Right to vote	20
Rights of Joint Holders	20
Member with mental disorder	20
Objections to admissibility of votes	20
Form of proxy	20
How and when proxy is to be delivered	21
Voting by proxy	22
17	Corporations Acting by Representatives at Meeting	22
18	Clearing Houses	22
19	Directors	22
20	Appointment, disqualification and removal of Directors	23
No age limit	23
No corporate Directors	23
Appointment of Directors	23
Removal of Directors	23
Filling of vacancies	23
Resignation of Directors	23
Corporate governance policies	23
No shareholding qualification	23
21	Directors' Fees and Expenses	24

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22	Alternate directors	24
23	Powers and duties of Directors	25
24	Delegation of powers	25
Power to delegate any of the Directors' powers to a committee	25
Power to appoint an agent of the Company	26
Power to appoint an attorney or authorised signatory of the Company	26
Management	26
25	Disqualification of Directors	27
26	Meetings of Directors	27
Regulation of Directors' meetings	27
Calling meetings	27
Use of technology	28
Quorum		28
Voting		28
Validity		28
27	Permissible Directors' interests and disclosure	28
28	Minutes	29
Written resolutions	29
29	Record Dates	30
30	Dividends	30
Payment of dividends by Directors	30
Apportionment of dividends	30
Right of set off	30
Power to pay other than in cash	30
How payments may be made	31
Dividends or other monies not to bear interest in absence of special rights	31
Unclaimed Dividends	31
31	Accounts and audits	32
Accounting and other records	32
No automatic right of inspection	32
Sending of accounts and reports	32
Time of receipt if documents are published on a website	32
Validity despite accidental error in publication on website	32
When accounts are to be audited	33
32	Audit	33
33	Seal	33
Company seal	33
Official seal	33
When and how seal is to be used	33
If no seal is adopted or used	33
Power to allow non-manual signatures and facsimile printing of seal	34
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