SSP : Proposed Articles of Association - 2023

COMPANY NO. 05735966

COMPANIES ACT 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

SSP GROUP PLC

(adopted by special resolution passed [●] 2022)

Exclusion of other regulations

Definitions

PRELIMINARY

1. This document comprises the Articles of Association of the Company and no regulations set out in any statute or statutory instrument concerning companies shall apply as Articles of Association of the Company.
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 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;

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Company's website means the website, operated or controlled by the Company, which contains information about the Company in accordance with the Act;

director means a director of the Company;

dividend means dividend or bonus;

entitled by transmission means, in relation to a share, entitled as a consequence of the death or bankruptcy of the holder or otherwise by operation of law;

holder in relation to a share means the member whose name is entered in the register as the holder of that share;

Information Rights has the meaning given to such expression in section 146(3) of the Act;

member means a member of the Company;

Nomination Notice means a notice given by a member to the Company that another person is entitled to enjoy Information Rights and to receive Shareholder Information which that member is entitled to enjoy or to receive;

office means the registered office of the Company;

Operator means a person operating a relevant system for the purposes of the Regulations;

paid means paid or credited as paid;

participating security means a participating security for the purposes of the Regulations;

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;

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Shareholder Information means notices, documents or information which the Company wishes or is required to communicate to holders including, without limitation, annual reports and accounts, interim financial statements, summary financial statements, notices of meetings and proxy forms;

uncertificated share means (subject to Regulation 42(11)(a) of the Regulations) a share 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;

website communication means the publication of a notice or other Shareholder Information on the Company's website in accordance with Part 4 of Schedule 5 to the Act; and

working day means a day, except a Saturday, Sunday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 (c80) in England and Wales, on which banks are open for general business in London.

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 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, whether sent or supplied in electronic form or otherwise, and written shall be construed accordingly.

Nothing in these Articles shall preclude the holding and conducting of a meeting in such a way that persons who are not present together at the same place may by electronic means attend and speak and vote at it.

References to electronic facility mean a device, system, procedure, method or facility providing an electronic means of attendance at or participation in (or both attendance at and participation in) a general meeting determined by the board pursuant to Article 59.

Words denoting the singular number include the plural number and vice versa; words denoting one gender shall (where appropriate) include any other gender; and words denoting persons include references to bodies corporate and to unincorporated bodies of persons.

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Any words or expressions defined in the Act or the Regulations (as in force at the time of adoption of these Articles) shall, if not inconsistent with the subject or context and unless otherwise expressly defined in these Articles, bear the same meaning in these Articles save that the word company shall include any body corporate.

Subject to the preceding two paragraphs, references to any provision of any enactment or of any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) include any modification or re-enactment of that provision for the time being in force.

Headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles.

In these Articles, (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word board in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more directors, any director, any other officer of the Company and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated; (c) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.

References to:

1. mental disorder mean mental disorder as defined in section 1 of the Mental Health Act 1983 or the Mental Health (Scotland) Act 1984 (as the case may be);
2. any statute, regulation or any section or provision of any statute or regulation, if consistent with the subject or context, shall include any corresponding or substituted statute, regulation or section or provision of any amending, consolidating or replacement statute or regulation;
3. executed include any mode of execution;
4. an Article by number are to a particular Article of these Articles;
5. a meeting shall be taken as not requiring more than one person to be present if any quorum requirement can be satisfied by one person;
6. a share (or to a holding of shares) being in uncertificated form or in certificated form are references respectively to that share being an uncertificated unit of a security or a certificated unit of a security; and
7. a cash memorandum account are to an account so designated by the Operator of the relevant system concerned.

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Limited liability

Shares with special rights

Uncertificated shares

SHARE CAPITAL AND LIMITED LIABILITY

1. The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
2. Subject to the provisions of the Act and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the board shall determine. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these Articles.
3. Subject to the provisions of the Regulations, the board may permit the holding of shares in any class of shares in uncertificated form and the transfer of title to shares in that class by means of a relevant system and may determine that any class of shares shall cease to be a participating security.

Change in form of shares

Not separate class of shares

Exercise of

Company's entitlements in respect of uncertificated share

1. Where any class of shares is, for the time being, a participating security (such class being referred to in these Articles as the Relevant Class), shares of the Relevant Class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the Regulations. Unless the board otherwise determines, shares of the Relevant Class held by the same holder or joint holder in certificated form and uncertificated form shall be treated as separate holdings.
2. Shares that fall within a certain class shall not form a separate class of shares from other shares in that class because any share in that class:

1. is held in uncertificated form; or
2. is permitted in accordance with the Regulations to become a participating security.

9. Where any class of shares is a participating security and the Company is entitled under any provision of the Act, the Regulations or these Articles to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of, or otherwise enforce a lien over, a share held in uncertificated form, the Company shall be entitled, subject to the provisions of the Act, the Regulations, these Articles and the facilities and requirements of the relevant system:

1. to require the holder of that uncertificated share by notice to change that share into certificated form within the period specified in the notice and to hold that share in certificated form so long as required by the Company;
2. to require the holder of that uncertificated share by notice to give any instructions necessary to transfer title to that share by means of the relevant system within the period specified in the notice;
3. to require the holder of that uncertificated share by notice to appoint any person to take any step, including without limitation the giving of any instructions by

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