Draper Esprit : Articles of Association (adopted 14 July 2021)

Company number: 9799594

THE COMPANIES ACT 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

DRAPER ESPRIT PLC

Adopted by special resolution passed on 14 July 2021

	INDEX
Heading		Page
PRELIMINARY	1
1.	Articles not to apply	1
2.	Interpretation	1
CHANGE OF NAME	5
3.	Change of name by resolution of the Board	5
SHARE CAPITAL	5
4.	Limited liability	5
5.	Rights attaching to Shares	5
6.	Further issues	6
7.	Allotment	6
8.	Redeemable shares	6
9.	Commission and brokerage	6
10.	Trusts not to be recognised	7
11.	Certificated and uncertificated shares	7
SHARE CERTIFICATES	8
12.	Right to certificates	8
13.	Replacement certificates	9
LIEN ON SHARES	9
14.	Lien on shares not fully paid	9
15.	Enforcement of lien by sale	9
16.	Application of proceeds of sale	10
CALLS ON SHARES	10
17.	Calls	10
18.	Liability of joint holders	10
19.	Interest on calls	10
20.	Rights of member when call unpaid	10
21.	Sums due on allotment treated as calls	10
22.	Power to differentiate	11
23.	Payment in advance of calls	11
FORFEITURE OF SHARES	11
24.	Notice if call not paid	11
25.	Forfeiture for non-compliance	11
26.	Notice after forfeiture	11
27.	Forfeiture may be annulled	11
28.	Surrender	11
29.	Disposal of forfeited shares	11
30.	Effect of forfeiture	12
31.	Extinction of claims	12
32.	Evidence of forfeiture	12

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TRANSFER OF SHARES	12
33.	Form of transfer	12
34.	Right to refuse registration	13
35.	Notice of and reasons for refusal	13
36.	Fees on registration	13
37.	Information rights and forced transfers	13
38.	Other powers in relation to transfers	15
TRANSMISSION OF SHARES	15
39.	On death	15
40.	Election of person entitled by transmission	15
41.	Rights on transmission	16
DESTRUCTION OF DOCUMENTS	16
42.	Destruction of documents	16
ALTERATION OF SHARE CAPITAL	17
43.	Increase, consolidation, sub-division and redenomination	17
44.	Fractions	17
45.	Reduction of capital	18
46.	Treasury shares	18
VARIATION OF CLASS RIGHTS	18
47.	Sanction to variation	18
48.	Class meetings	18
49.	Deemed variation	19
MEETINGS OF MEMBERS	19
50.	Annual general meetings	19
51.	Convening of general meetings	19
52.	Simultaneous attendance and participation by electronic facilities	20
53.	Notice of general meetings	20
54.	Omission to send notice or non-receipt of notice	21

55. Postponement of general meetings and alternative arrangements for general

	meetings	21
PROCEEDINGS AT GENERAL MEETINGS	22
56.	Quorum	22
57.	If quorum not present	22
58.	Chair	22
59.	Entitlement to attend and speak	23
60.	Power to adjourn	23
61.	Notice of adjourned meeting	23
62.	Business of adjourned meeting	24
63.	Accommodation of members and security arrangements	24
64.	Orderly conduct	24
VOTING AND POLLS	24
65.	Method of voting	24

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66.	Chair's declaration conclusive on show of hands	25
67.	Objection to or error in voting	25
68.	Amendment to resolutions	25
69.	Procedure on a poll	25
70.	Votes of members	26
71.	Votes of joint holders	26
72.	Votes of member suffering incapacity	26
PROXIES AND CORPORATE REPRESENTATIVES	27
73.	Voting by proxy	27
74.	Form of proxy	27
75.	Deposit or receipt of proxy	28
76.	Maximum validity of proxy and revocation of proxy	29
77.	Corporate representatives	29
78.	Validity of votes by proxies and corporate representatives	29
79.	Failure to disclose interests in shares	29
UNTRACED MEMBERS	31
80.	Power of sale	31
81.	Application of proceeds of sale	32
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS	33
82.	Number of Directors	33
83.	Power of Company to appoint Directors	33
84.	Power of Board to appoint Directors	33
85.	Eligibility of new Directors	33
86.	Share qualification	33
87.	Resolution for appointment of two or more Directors	33
88.	Retirement at annual general meetings	33
89.	Position of retiring Director	34
90.	Deemed re-appointment	34
91.	Removal by shareholder resolution	34
92.	Vacation of office by Director	34
93.	Resolution as to vacancy conclusive	35
ALTERNATE DIRECTORS	35
94.	Appointments	35
95.	Participation in Board meetings	35
96.	Alternate Director responsible for own acts	35
97.	Interests of alternate Director	36
98.	Revocation of appointment	36
DIRECTORS' REMUNERATION, EXPENSES AND PENSIONS	36
99.	Directors' fees	36
100.	Expenses	36
101.	Additional remuneration	36

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102.	Pensions and other benefits	37
POWERS AND DUTIES OF THE BOARD	37
103.	Powers of the Board	37
104.	Powers of Directors if less than minimum number	37
105.	Powers of executive Directors	37
106.	Delegation to committees	38
107.	Delegation to individual Directors	38
108.	Local management	38
109.	Power of attorney	38
110.	Powers of delegation	39
111.	Associate directors	39
112.	Exercise of voting power	39
113.	Overseas registers	39
114.	Borrowing powers	39
PROCEEDINGS OF DIRECTORS AND COMMITTEES	39
115.	Board meetings	39
116.	Notice of Board meetings	39
117.	Quorum	40
118.	Chair of Board	40
119.	Voting and the Chair's casting vote	40
120.	Electronic participation in meetings	40
121.	Resolution in writing	40
122.	Minutes of proceedings	41
123.	Validity of proceedings	41
DIRECTORS' INTERESTS	41
124.	Power of the Board to authorise conflicts of interest	41
125.	Interests not requiring Board authorisation	43
126.	Interested Director not to vote or count for quorum	43
127.	Director's interest in own appointment	44
128.	Chair's ruling conclusive on Director's interest	45
129.	Directors' resolution conclusive on Chair's interest	45
130.	Relaxation of provisions	45
131.	Definitions	45
AUTHENTICATION OF DOCUMENTS	45
132.	Power to authenticate documents	45
SEALS		46
133.	Safe custody	46
134.	Application of Seal	46
135.	Execution as a deed without sealing	46
136.	Official seal for use abroad	46
THE SECRETARY	46