Kingswood : Proposed new articles of incorporation for Kingswood Holdings Limited for adoption at 2021 AGM

THE COMPANIES (GUERNSEY) LAW, 2008

NON-CELLULAR COMPANY LIMITED BY SHARES

MEMORANDUM

and

ARTICLES OF INCORPORATION

of

KINGSWOOD HOLDINGS LIMITED

Incorporated on 15 September 2004

Memorandum amended by Special ResoluRons dated 6 May 2014

New ArRcles of IncorporaRon adopted by Special ResoluRon dated [•] 2021

RegistraRon No: 42316

THE COMPANIES (GUERNSEY) LAW, 2008

NON-CELLULAR COMPANY LIMITED BY SHARES

MEMORANDUM OF INCORPORATION

OF

KINGSWOOD HOLDINGS LIMITED

1. The Company's name is KINGSWOOD HOLDINGS LIMITED.
2. The Company is a non-cellular Company within the meaning of secRon 2(1)(c) of the Companies (Guernsey) Law, 2008.
3. The registered office of the Company is situated in Guernsey.
4. The objects of the Company are unlimited.
5. The liability of each member of the Company is limited to the amount, if any, unpaid on the shares held by him.
6. The Company may issue an unlimited number of shares with or without a par value.
7. The common signature of the Company may be either:
8. 1. "KINGSWOOD HOLDINGS LIMITED" with the addiRon of the signature of one or more officers of the Company authorised generally or specifically for such purpose, or such other person or persons as the directors may from Rme to Rme appoint; or
   2. if the directors resolve that the Company shall have a common seal, the common seal of the Company affixed in such manner as the arRcles of incorporaRon of the Company may from Rme to Rme provide;

as the directors may, from Rme to Rme, determine either generally or in any parRcular case.

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	TABLE OF CONTENTS
1.	DEFINITIONS		1
2.	POWER OF THE BOARD TO ISSUE SHARES		9
3.	SHARE CAPITAL		11
4.	VARIATION OF RIGHTS		13
5.	SHARE CERTIFICATES		14
6.	DESTRUCTION OF DOCUMENTS		18
7.	UNTRACED SHAREHOLDERS		19
8.	LIEN		20
9.	CALLS ON SHARES		21
10.	FORFEITURE OF SHARES		22
11.	DISCLOSURE AND NOTIFICATION OF INTEREST	23
12.	TRANSFER OF SHARES		25
13.	TRANSMISSION OF SHARES		27
14.	GENERAL MEETINGS		28
15.	NOTICE OF GENERAL MEETINGS		29
16.	PROCEEDINGS AT GENERAL MEETINGS		30
17.	VOTES OF MEMBERS		33
18.	REPRESENTATION OF CORPORATIONS		36
19.	NUMBER AND QUALIFICATION OF DIRECTORS	36
20.	ALTERNATE DIRECTORS		36
21.	POWERS OF DIRECTORS		37
22.	DELEGATION OF DIRECTORS' POWERS		37
23.	ACQUISITION COMMITTEE		38
24.	APPOINTMENT AND RETIREMENT OF DIRECTORS	39
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25.	DISQUALIFICATION AND REMOVAL OF DIRECTORS	40
26.	REMUNERATION OF DIRECTORS	41
27.	DIRECTORS' APPOINTMENTS AND INTERESTS	42
28.	DIRECTORS' GRATUITIES AND PENSIONS	43
29.	PROCEEDINGS OF DIRECTORS	44
30.	RESERVED MATTERS	48
31.	MINUTES	52
32.	SECRETARY	53
33.	THE SEAL	53
34.	DIVIDENDS	53
35.	RESERVES	57
36.	NOTICES	57
37.	RECORD DATES	59
38.	ACCOUNTS	60
39.	WINDING UP	60
40.	INDEMNITY	61

1057992/0011/G13406173v3

ii

RegistraRon No: 42316

THE COMPANIES (GUERNSEY) LAW, 2008

NON-CELLULAR COMPANY LIMITED BY SHARES

ARTICLES OF INCORPORATION

of

KINGSWOOD HOLDINGS LIMITED

1. DEFINITIONS

1. The standard ArRcles shall not apply to the Company and in their place these ArRcles shall regulate the conduct of the Company.
2. In these ArRcles if not inconsistent with the subject or context, the following words shall bear the following meanings:

Acquisi3on Commi7ee	has the meaning ascribed to it in ArRcle 23.1;
Acquisi3on Decline Event	has the meaning ascribed to it in ArRcle 23.8;
Acquisi3on Funding No3ce	has the meaning ascribed to it in ArRcle 23.7;
Aggregate Subscrip3on Price	as defined within the body of the definiRon of Pollen Street
	Capital Exit
Ar3cles	these arRcles of incorporaRon as altered from Rme to Rme;
Board	the board of Directors of the Company or the Directors
	present at a meeRng of the Directors of the Company at which
	a quorum is present, or present at a meeRng of a commijee
	of the Board of Directors;
Business Day	means a day (other than a Saturday or Sunday) in which
	clearing banks in the City of London and Guernsey are open
	for the transacRon of normal sterling banking business;
Business Plan	means the business plan for the Group as modified from Rme
	to Rme;
Clear Days	in relaRon to the period of a noRce means that period
	excluding the day when the noRce is given or deemed given
	under ArRcle 36.4 and the day for which it is given or on which
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