IQGeo : Article of Association - IQGeo Group plc June 2024

Company Number: 05589712

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

IQGEO GROUP PLC

(as amended by Special Resolution passed on 28 June 2024)

Articles of Association - IQGeo Group plc (amended)(155888622.1)

Table of contents
Clause heading and number	Page number

PRELIMINARY	1
1.	EXCLUSION OF MODEL ARTICLES AND TABLE A	1
2.	DEFINITIONS AND INTERPRETATION	1
LIMITATION OF LIABILITY	3
3.	LIABILITY OF MEMBERS LIMITED	3
NAME	4
4.	CHANGE OF NAME	4
VARIATION OF RIGHTS	4
5.	VARIATION OF RIGHTS	4
6.	ISSUE OF FURTHER SHARES	4
SHARES	4
7.	RIGHTS ATTACHING TO SHARES	4
8.	REDEEMABLE SHARES	4
9.	PAYMENT OF COMMISSION	4
10.	TRUSTS NOT RECOGNISED	4
11.	NUMBER OF HOLDERS	5
UNCERTIFICATED SHARES	5
12.	SHARES IN DEMATERIALISED FORM	5
13.	APPLICATION OF ARTICLES	5
14.	FORFEITURE, LIEN AND OTHER ENTITLEMENTS	5
15.	ISSUER RECORD OF SECURITIES	6
16.	ADDITIONAL REGULATIONS	6
SHARE CERTIFICATES	6
17.	RIGHT TO SHARE CERTIFICATE	6
18.	EXECUTION OF SHARE CERTIFICATES	6
19.	REPLACEMENT OF SHARE CERTIFICATES	7
20.	SHARE CERTIFICATES SENT AT HOLDER'S RISK	7
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LIEN ON SHARES	7
21.	COMPANY'S LIEN ON SHARE NOT FULLY PAID	7
22.	ENFORCING LIEN BY SALE	7
23.	GIVING EFFECT TO A SALE	7
24.	APPLICATION OF PROCEEDS OF SALE	7
CALLS ON SHARES	8
25.	CALL	8
26.	WHEN A CALL IS MADE	8
27.	LIABILITY OF JOINT HOLDERS	8
28.	INTEREST DUE ON NON-PAYMENT	8
29.	SUMS PAYABLE TREATED AS CALLS	8
30.	POWER TO DIFFERENTIATE	8
31.	PAYMENT OF CALLS IN ADVANCE	8
FORFEITURE AND SURRENDER OF SHARES	8
32.	NOTICE IF CALL IS NOT PAID	8
33.	FORFEITURE ON NON-COMPLIANCE WITH NOTICE	9
34.	DISPOSAL OF FORFEITED SHARES	9
35.	EFFECT OF FORFEITURE	9
36.	STATUTORY DECLARATION AS TO FORFEITURE	9
TRANSFER OF SHARES	9
37.	FORM OF TRANSFER	9
38.	REFUSAL OF REGISTRATION OF PARTLY-PAID SHARES	9
39.	RIGHTS TO REFUSE REGISTRATION OF CERTIFICATED SHARES	10
40.	NOTICE OF REFUSAL	10
41.	NO FEE FOR REGISTRATION	10
42.	RETENTION OF TRANSFERS	10
43.	RENUNCIATION DEEMED TO BE A TRANSFER	10
TRANSMISSION OF SHARES	10
44.	TRANSMISSION ON DEATH	10
45.	ELECTION OF PERSON ENTITLED BY TRANSMISSION	11
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46.	RIGHTS OF PERSON ENTITLED BY TRANSMISSION	..........................................................11
UNTRACEABLE SHAREHOLDERS	11
47.	POWER TO SELL SHARES	11
48.	PROCEDURE ON SALE	12
DISCLOSURE OF INTERESTS	12
49.	DISCLOSURE OF INTERESTS	12
FRACTIONAL SHARES	15
50.	FRACTIONS OF SHARES	15
GENERAL MEETINGS	15
51.	ANNUAL GENERAL MEETING	15
52.	CALLING OF GENERAL MEETING	15
NOTICE OF GENERAL MEETINGS	15
53.	LENGTH OF NOTICE	15
54.	CONTENT OF NOTICE	15
55.	OMISSION OR NON RECEIPT OF NOTICE	16
PROCEEDINGS AT GENERAL MEETINGS	16
56.	BUSINESS TRANSACTED AT A GENERAL MEETING	..........................................................16
57.	QUORUM	16
58.	PROCEDURE IF QUORUM NOT PRESENT	16
59.	SECURITY ARRANGEMENTS	16
60.	CHAIRMAN	17
61.	DIRECTOR'S RIGHT TO ATTEND AND SPEAK	17
62.	ADJOURNMENT	17
63.	MEETING AT MORE THAN ONE PLACE	17
64.	AMENDMENTS TO RESOLUTIONS	18
65.	METHOD OF VOTING AND DEMAND FOR A POLL	18
66.	DECLARATION BY CHAIRMAN	18
67.	WITHDRAWAL OF DEMAND FOR A POLL	19
68.	METHOD OF TAKING A POLL	19
69.	WHEN POLL IS TAKEN	19
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70.	NOTICE OF POLL	19
VOTES OF MEMBERS	19
71.	VOTES OF MEMBERS	19
72.	JOINT HOLDERS	19
73.	VOTES ON BEHALF OF INCAPABLE MEMBERS	19
74.	NO RIGHT TO ATTEND OR VOTE WHERE SUMS OVERDUE	20
75.	OBJECTION OF VOTERS	20

76. NO OBLIGATION TO VERIFY PROXY VOTING IN ACCORDANCE WITH INSTRUCTIONS20

PROXIES	20
77.	APPOINTMENT OF PROXY	20
78.	FORM OF PROXY	20
79.	DELIVERY OF PROXIES	21
80.	MULTIPLE PROXIES	21
81.	DETERMINATION OF PROXY'S AUTHORITY	22
REPRESENTATIVES OF CORPORATIONS	22
82.	REPRESENTATIVES OF CORPORATIONS	22
CLASS MEETINGS	22
83.	CLASS MEETINGS	22
NUMBER OF DIRECTORS	22
84.	NUMBER OF DIRECTORS	22
APPOINTMENT AND RETIREMENT OF DIRECTORS	23
85.	RETIREMENT OF DIRECTORS	23
86.	TIMING OF VACATION OF OFFICE	23
87.	AGE OF DIRECTORS	23
88.	PERSONS ELIGIBLE AS DIRECTOR	23
89.	POWER OF THE COMPANY TO APPOINT DIRECTORS	23
90.	POWER OF BOARD TO APPOINT DIRECTORS	23
DISQUALIFICATION AND REMOVAL OF DIRECTORS	24
91.	POWER OF REMOVAL BY SPECIAL RESOLUTION	24
92.	VACATION OF OFFICE	24
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ALTERNATE DIRECTORS	24
93.	APPOINTMENT OF ALTERNATE DIRECTORS	24
94.	TERMINATION OF APPOINTMENT	24
95.	EFFECT OF APPOINTMENT	25
96.	EXPENSES AND REMUNERATION	25
97.	ALTERNATE DIRECTOR TO BE OFFICER	25
98.	METHOD OF APPOINTMENT AND REMOVAL	25
99.	APPOINTEE ACTING IN MORE THAN ONE CAPACITY	25
POWERS OF DIRECTORS	25
100.	GENERAL POWERS OF THE COMPANY VESTED IN BOARD	25
101.	LOCAL BOARD	26
102.	APPOINTMENT OF ATTORNEYS AND AGENTS	26
DELEGATION OF DIRECTORS' POWERS	26
103.	DELEGATION OF DIRECTORS' POWERS	26
BORROWING POWERS	26
104.	BORROWING POWERS	26
EXECUTIVE DIRECTORS	26
105.	APPOINTMENT TO EXECUTIVE OFFICES	26
106.	MANAGING DIRECTOR/CHIEF EXECUTIVE TO BE A DIRECTOR	27
107.	OTHER EXECUTIVE OFFICE NOT LINKED TO DIRECTORSHIP	27
108.	EMOLUMENTS OF EXECUTIVE DIRECTORS	27
109.	DELEGATION TO EXECUTIVE DIRECTORS	27
ASSOCIATE DIRECTORS	27
110.	ASSOCIATE DIRECTORS	27
REMUNERATION OF DIRECTORS	27
111.	DIRECTORS' FEES	28
112.	EXTRA REMUNERATION	28
DIRECTORS' EXPENSES	28
113.	DIRECTORS' EXPENSES	28
PENSIONS AND OTHER BENEFITS	28
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114.	DIRECTORS' GRATUITIES AND PENSIONS	28
DIRECTORS' INTERESTS	28
115.	INTERESTS IN PROPOSED TRANSACTIONS TO BE DISCLOSED	28
116.	INTERESTS IN ACTUAL TRANSACTIONS TO BE DISCLOSED	28
117.	ISSUES RELATING TO DECLARATIONS OF INTERESTS	28
118.	WHEN A DECLARATION IS NOT REQUIRED	29
119.	PERMITTED INTERESTS	29
120.	DIRECTOR MAY ACT IN A PROFESSIONAL CAPACITY	29
121.	VOTING ON MATTERS WHERE A DIRECTOR IS INTERESTED	30
122.	QUORUM WHEN A DIRECTOR IS NOT ENTITLED TO VOTE	30
123.	PROPOSALS MAY BE CONSIDERED SEPARATELY	30
124.	CHAIRMAN TO DECIDE WHETHER A DIRECTOR MAY VOTE	31
DIRECTORS' POWERS TO AUTHORISE CONFLICTS OF INTEREST	31
125.	AUTHORISATION OF INTERESTS	31
126.	REQUIREMENT FOR AUTHORISATION TO BE EFFECTIVE	31
127.	CONFLICTS ARISING OUT OF AUTHORISED MATTER	31
128.	DIRECTORS MAY IMPOSE TERMS ON AUTHORISATION	31
129.	EXAMPLES OF TERMS THAT MAY BE IMPOSED	31
130.	CONFIDENTIAL INFORMATION	32
131.	GENERAL DUTIES	32
132.	ACCOUNTABILITY FOR BENEFITS	32
133.	CONFLICT OF DUTIES	32
DIRECTORS' INTERESTS - GENERAL	32
134.	CONNECTED PERSONS	32
135.	SUSPENSION OR RATIFICATION BY ORDINARY RESOLUTION	32
PROCEEDINGS OF THE BOARD	33
136.	NOTICE OF BOARD MEETINGS	33
137.	VOTING AT BOARD MEETINGS	33
138.	QUORUM AT BOARD MEETINGS	33
139.	PARTICIPATION IN MEETINGS BY TELEPHONE	33
Table of contents	Page (6)

140.	NUMBER OF DIRECTORS BELOW QUORUM	33
141.	CHAIRMAN	33
142.	RESOLUTION IN WRITING	33
143.	VALIDITY OF ACTS	34
SECRETARY	34
144.	SECRETARY	34
MINUTES	34
145.	MINUTES	34
THE SEAL	34
146.	USE OF SEAL	34
147.	OFFICIAL SEAL	34
148.	SECURITIES SEAL	35
149.	AFFIXING OF SECURITIES SEAL	35
DIVIDENDS	35
150.	DECLARATION OF DIVIDENDS BY THE COMPANY	35
151.	CALCULATION OF DIVIDENDS	35
152.	BOARD MAY PAY INTERIM AND FIXED DIVIDENDS	35
153.	AMOUNTS DUE ON SHARES MAY BE DEDUCTED	35
154.	NO INTEREST ON DIVIDENDS	35
155.	RECORD DATES	36
156.	PAYMENT TO PERSONS ENTITLED BY TRANSMISSION	36
157.	PAYMENT PROCEDURE	36
158.	UNCASHED DIVIDENDS	36
159.	DIVIDENDS OTHER THAN IN CASH	37
160.	SCRIP DIVIDENDS	37
161.	JOINT HOLDERS	38
ACCOUNTS	38
162.	MEMBERS HAVE NO RIGHTS TO INSPECT RECORDS	38
163.	DELIVERY OF ACCOUNTS	38
CAPITALISATION OF PROFITS	39
Table of contents	Page (7)

164.	PROCEDURE	39
165.	PROFITS WHICH MAY BE CAPITALISED	39
NOTICES	40
166.	FORM OF NOTICE	40
167.	METHOD OF SERVICE	40
168.	MEMBERS WITH OVERSEAS ADDRESSES	40
169.	MEMBER PRESENT DEEMED TO HAVE NOTICE	40
170.	SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION	41
171.	UNTRACED MEMBER NOT ENTITLED TO NOTICES	41
172.	WHEN NOTICE DEEMED SERVED	41
173.	NOTICE WHEN POST NOT AVAILABLE	42
AUTHENTICATION OF DOCUMENTS	42
174.	AUTHENTICATION OF DOCUMENTS	42
DESTRUCTION OF DOCUMENTS	42
175.	DESTRUCTION OF DOCUMENTS	42
PROVISION FOR EMPLOYEES ON CESSATION OF BUSINESS	43
176.	PROVISION FOR EMPLOYEES ON CESSATION OF BUSINESS	43
WINDING UP	43
177.	WINDING UP	43
INDEMNITY	43
178.	INDEMNITY	43
SCHEME OF ARRANGEMENT	44
179.	SCHEME OF ARRANGEMENT	44

Table of contents

Page (8)

Company Number: 05589712

ARTICLES OF ASSOCIATION

of

IQGEO GROUP PLC

PRELIMINARY

1. Exclusion of Model Articles and Table A

1.1 The regulations contained in the Model Articles of Association applicable to the Company under or pursuant to the Act, or in Table A in the schedule to The Companies (Tables A to F) Regulations 1985 (as amended) and in any Table A applicable to the Company under any former enactment relating to companies shall not apply to the Company except insofar as they are repeated or contained in these articles.

2. Definitions and interpretation

2.1 In these articles, if not inconsistent with the subject or context:

"Acquisition"	means the acquisition of the company by the Purchaser
	pursuant to a scheme of arrangement sanctioned by the court
	under Part 26 the Companies Act 2006;
"Act"	means the Companies Act 2006;
"Acts"	means the Companies Acts (as defined in section 2 of the
	Act) insofar as they apply to the Company;
"address"	includes a number or address used for the purposes of
	sending or receiving notices, documents or information by
	electronic means but, in any other case, shall not include any
	number or address used for such purpose;
"Alternate Director"	means an alternate director appointed in accordance with
	Article 93;
"Articles"	means these Articles of Association as from time to time
	altered;
"Auditors"	means the auditors for the time being of the Company;
"Bidco Company"	has the meaning given in Article 179.2;
"Board"	means the Directors or any of them acting as the board of
	directors of the Company;
"calendar year"	means a year from 1 January to 31 December inclusive;
"clear days"	means in relation to the period of a notice that period
	excluding the day when the 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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