Euromoney Institutional Investor : Proposed Amended Articles of Association

COMPANY NUMBER: 954730

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

NEW

ARTICLES OF ASSOCIATION

of

EUROMONEY INSTITUTIONAL INVESTOR PLC

(adopted by special resolution passed on 911February 20221)

PRELIMINARY

1. OTHER REGULATIONS EXCLUDED
   The following regulations shall be the articles of association of the Company to the exclusion of any regulation or article prescribed by or pursuant to any statute concerning companies.
2. INTERPRETATION

2.1 In these regulations, the following definitions apply:

"Articles"

means the articles of association of the Company;

"Auditors"

means the auditors of the Company;

"Board"

means the board of Directors or the Directors present at a duly convened and quorate meeting of Directors or a duly authorised committee of the Directors as the context requires;

"cash memorandum account"

means an account so designated by the operator of the relevant system concerned;

"certificated share"

means a share in the capital of the Company that is not an uncertificated share and references to a share being held in certificated form shall be construed accordingly;

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"clear days"

means in relation to a period of notice or otherwise, that period excluding the day when the notice or other document is received or deemed to be received and the day for which it is sent or on which it is to take effect;

"communication"

includes, but is not limited to, a communication comprising sounds or images or both and a communication effecting a payment;

"Companies Act"

means the Companies Act 2006;

"Company"

means Euromoney Institutional Investor PLC;

"Director"

means a director of the Company;

"Dividend"

means a dividend and/or bonus;

"electronic address"

includes any number or address used for the purposes of sending or receiving notices, documents or information by electronic means;

"electronic form"

has the same meaning as in the Companies Act;

"electronic means"

has the same meaning as in the Companies Act;

"entitled by transmission"

means in relation to a share, entitled as a consequence of the death or bankruptcy of a Member or of another event giving rise to a transmission of entitlement by operation of law;

"executed"

includes signed, sealed or authenticated in some other way;

"Group"

means the Company and any company or other undertaking which is a Subsidiary Undertaking of the Company;

"holder"

means in relation to a share, the Member whose name is entered in the Register as the holder of that share;

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"Listing Rules"

means the listing rules made under part VI of the Financial Services and Markets Act 2000;

"London Stock Exchange"

means London Stock Exchange plc;

"Member"

means a member of the Company;

"month"

means calendar month;

"Office"

means the registered office of the Company;

"paid up"

means paid up and/or credited as paid up;

"person with mental disorder"

means:

1. a person who is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984; or
2. a person in respect of whom an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a guardian, receiver, curator bonis or other person to exercise powers with respect to his property or affairs;

"Prescribed Rate"

means an annual rate of interest equal to two per cent above the prevailing base lending rate (or any equivalent or successor lending rate) of the Company's bankers in London, being the base lending rate in effect at the close of business in London on the day immediately preceding the day on which such rate falls to be determined;

"Register"

means the register of Members and includes so far as relevant and so long as the Uncertificated Securities Regulations so permit/require, a related operator register of Members;

"relevant system"

has the meaning given to it by Article 2.2.3;

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"seal"

means the common seal of the Company and, as appropriate, any official or securities seal that the Company has or may be permitted to have under the Statutes;

"Secretary"

means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

"Statutes"

means the Companies Act, the Uncertificated Securities Regulations and every other statute or statutory instrument, rule, order or regulation from time to time in force concerning companies so far as they apply to the Company;

"Sterling"

means the lawful currency of the United Kingdom;

"Subsidiary Undertaking"

means a subsidiary undertaking of the Company which is required by the Statutes to be included in consolidated group accounts of the Company;

"UKLA"

means the Financial Services Authority acting in its capacity as the competent authority for the purposes of part VI of the Financial Services and Markets Act 2000;

"Uncertificated Securities Regulations"

means the Uncertificated Securities Regulations 2001 (SI 2001/3755);

"uncertificated share"

means a share of a class in the capital of the Company which is recorded on the Register as being held in uncertificated form and title to which may, by virtue of the Uncertificated Securities Regulations, be transferred by means of a relevant system and references to a share being held in uncertificated form shall be construed as a reference to that share being an uncertificated unit of security;

"United Kingdom"

means Great Britain and Northern Ireland; and

"written" or "in writing"

means in writing, or in any way of representing or reproducing words legibly so that they are permanent and in either hard copy or electronic form.

2.2 In the Articles, unless the context otherwise requires:

2.2.1 references to persons include references to natural persons, companies and unincorporated bodies of persons;

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1. words and expressions defined in the Statutes shall bear the same meaning in the Articles save that the word "company" shall include any body corporate (and excluding any modification of the Statutes not in force when these regulations became binding on the Company and words and expressions expressly defined in the Articles);
2. reference to a relevant system is to the relevant system in which a share is a participating security at the relevant time;
3. references to any provision of any statute, statutory instrument, rule, order or regulation include any amendment, replacement or restatement of that provision from time to time and any substituted provision of any amending, consolidating or replacement statute, statutory instrument, rule, order or regulation; and
4. a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.

2.3 In the Articles:

1. the contents pages and headings are for convenience only and do not affect the construction of the Articles;
2. words denoting the singular include the plural and vice versa; and
3. words denoting one gender include any other gender.

2.4 Where an ordinary resolution of the Company is required for any purpose, a special resolution is also effective for that purpose.

SHARE CAPITAL

1. SHARES AND LIMITED LIABILITY
   The share capital of the Company at the date of adoption of the Articles is the sum of £343,413 divided into 137,365,200 ordinary shares of 0.25 pence each andTthe liability of the Members is limited to the amount, if any, unpaid on the shares held by them.
2. POWER TO ATTACH CLASS RIGHTS
   Subject to the Statutes and without prejudice to any special rights attached to any existing shares or class of shares, any share in the Company may be issued with or have attached to them such special rights, conditions or restrictions as the Company may by ordinary resolution direct or failing such direction (but in the case of unclassified shares only) as the Board may determine. Where the equity share capital of the Company includes shares with different voting rights, the designation of each class of shares other than those with the most favourable voting rights will include the words "restricted voting" or "limited voting" or "non voting".
3. AUTHORITY OF BOARD TO ALLOT SHARES

5.1 Subject to the Statutes and to the authority contained in a resolution of the Company in general meeting creating or authorising the same, the Board is generally and unconditionally authorised to allot or grant options over, offer or otherwise deal with or dispose of any shares

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