Scottish American Investment P L C : SAINTS Proposed New Articles of Association for 6 April 2023 AGM

S04501EH5534525.2

ARTICLES OF ASSOCIATION

of

THE SCOTTISH AMERICAN INVESTMENT COMPANY PLC

PUBLIC COMPANY LIMITED BY SHARES

(as adopted by special resolution passed on [ April 2023])

Edinburgh

S04501EH5534525.2
	CONTENTS
PRELIMINARY	1
1.	Exclusion of Table A	1
2.	Liability of members	1
3.	Unrestricted objects	1
4.	Definitions	1
5.	Form of resolution	7
6.	Company Name	7
SHARE CAPITAL	8
7.	Rights attached to shares	8
8.	Redeemable shares	8
9.	Variation of rights	8
10.	Pari passu issues	9
11.	Renunciation	9
12.	Shares not to be allotted at a discount	9
13.	Financial Assistance	9
14.	Payment of commission	9
15.	Interests not recognised	9
16.	Recognition of trusts	10
17.	Suspension of rights where non-disclosure of interest	10
18.	Uncertificated shares	12
19.	Right to share certificates	13
20.	Replacement of share certificates	14
21.	Execution of share certificates	14
22.	Delivery of certificate to broker or agent	14
LIEN	...............................................................................................................................................	15
23.	Company's lien on shares not fully paid	15

24.	Enforcing lien by sale	15
25.	Giving effect to a sale	15
26.	Application of proceeds of sale	15
CALLS ON SHARES	16
27.	Calls	16
28.	Payment on calls	16
29.	Liability of joint holders	16
30.	Interest due on non-payment	16
31.	Sums due on allotment treated as calls	16
32.	Power to differentiate	17
33.	Payment of calls in advance	17
FORFEITURE AND SURRENDER OF SHARES	17
34.	Notice to pay unpaid calls and forfeiture	17
35.	Notice of forfeiture	17
36.	Forfeited shares to be the property of the Company	18
37.	Board may annul forfeiture	18
38.	Forfeiture not to extinguish liability to pay	19
39.	Statutory declaration as to forfeiture	19
TRANSFER OF SHARES	19
40.	Transfer	19
41.	Rights to decline registration of partly paid shares	20
42.	Other rights to decline registration	20
43.	Notice of refusal	20
44.	No fee for registration	21
45.	Registration of transfers may be suspended	21
46.	Untraced shareholders	21
TRANSMISSION OF SHARES	22

47.	Transmission on death	22
48.	Entry of transmission in register	23
49.	Election of person entitled by transmission	23
50.	Rights of person entitled by transmission	23
ALTERATION OF SHARE CAPITAL	23
51.	Fractions	23
52.	Reduction of capital	24
GENERAL MEETINGS	24
53.	General meetings	24
54.	Annual general meetings	24
55.	Convening of general meetings	24
56.	Electronic Meetings	24
57.	Separate general meetings	25
58.	Shareholders' resolutions	26
SATELLITE MEETINGS	26
59.	General meetings at more than one physical location	26
60.	Deemed location of meeting	27
NOTICE OF GENERAL MEETINGS	27
61.	Length of notice	27
62.	Omission or non-receiptof notice	28
63.	Postponement of general meetings	28
PROCEEDINGS AT GENERAL MEETINGS	29
64.	Quorum	29
65.	Chairman of general meeting	29
66.	Entitlement to attend and speak	29

67. Accommodation of members, security arrangements and orderly

	conduct	29
68.	Adjournments	30

AMENDMENTS	31
69.	Amendments to resolutions	31
70.	Amendments ruled out of order	32
VOTING	32
71.	Suspension of rights	32
72.	Votes of members	32
73.	Method of voting	33
74.	Procedure if poll demanded	34
75.	When poll to be taken	34
76.	Continuance of other business after poll demand	34
77.	Votes on a poll	34
78.	Votes of joint holders	35
79.	Voting on behalf of incapable member	35
80.	No right to vote where sums overdue on shares	35
81.	Objections or errors in voting	35
PROXIES	36
82.	Execution of proxies	36
83.	Delivery of proxies	36
84.	Maximum validity of proxy	37
85.	Form of proxy	38
86.	Cancellation of proxy's authority	38
CORPORATIONS ACTING BY REPRESENTATIVES	39
87.	Representatives of corporations	39
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS	39
88.	Number of directors	39
89.	Directors' shareholding qualification	39
90.	Power of the Company to appoint directors	39