Articles of Association

1.1 In these articles, unless the context otherwise requires:

(a) "The ActThe Companies Act 2006 — the primary legislation governing UK companies. It covers formation, management, accounts, and winding up." means the Companies Act 2006 as amended from time to time.

(b) "The Company" means CM Beyer Limited (company number 17009212).

(c) "Director" means a director of the Company for the time being.

(d) "Director's ResolutionA formal written decision made by the director. In a single-director company like CM Beyer, this replaces the need for board meetings. Each one is numbered and recorded in a register." means a formal written resolution made by the Director in accordance with article 6, evidenced by signature and, where applicable, the Company seal or stamp, which shall take immediate effect upon execution.

(e) "Member" or "Shareholder" means a person whose name is entered in the register of members.

(f) "Ordinary ResolutionA resolution passed by more than 50% of votes. Used for routine decisions like approving dividends or appointing directors." means a resolution passed by a simple majority (more than 50%) of votes cast.

(g) "Special ResolutionA resolution requiring at least 75% of votes. Used for significant changes like amending the articles of association or winding up the company." means a resolution passed by a majority of not less than 75% of votes cast.

(h) "Written Resolution" means a resolution in writing as provided for in the Act.

(i) "Director's Certificate" means a certificate signed by the Director confirming any matter of fact or law that the Director is authorised to certify under these articles.

(j) "Register of Director's Resolutions" means the register maintained pursuant to article 6.5 in which all Director's Resolutions are recorded.

1.2 Unless the context otherwise requires, words and expressions which have a particular meaning in the Act or any statutory modification thereof in force at the date at which these articles become binding on the Company shall have that same meaning in these articles.

1.3 Headings in these articles are used for convenience only and shall not affect their interpretation.

1.4 References to any statute or statutory provision include any subordinate legislation made under it and any modifications, amendments, or re-enactments thereof for the time being in force.

2.1 The model articlesDefault articles of association provided by the government. Most new companies use these unless they adopt custom articles like CM Beyer has done. for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229) shall not apply to the Company. These articles shall be the sole articles of association of the Company.

3.1 The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

4.1 The Company shall have at least one director.

4.2 A director shall not be required to hold any shares in the Company by way of qualification.

4.3 No age limit shall apply to any director, save any minimum age prescribed by the Act.

5.1 Subject to the provisions of the Act, these articles, and any directions given by special resolution, the business of the Company shall be managed by the Director who may exercise all the powers of the Company.

5.2 No alteration of these articles and no direction given by special resolution shall invalidate any prior act of the Director which would have been valid had that alteration not been made or that direction not been given.

5.3 The Director may, by a Director's Resolution, do all things necessary or expedient for the conduct of the Company's business, including but not limited to:

(a) entering into, varying, and terminating contracts on behalf of the Company;

(b) opening, operating, and closing bank accounts and authorising payments;

(c) appointing and removing employees, agents, consultants, and professional advisers;

(d) commencing, settling, or discontinuing legal proceedings;

(e) creating, acquiring, disposing of, or granting security over any asset of the Company;

(f) forming, acquiring, or disposing of subsidiary undertakings;

(g) borrowing money, giving guarantees, and granting charges or other security;

(h) making loans or granting credit;

(i) declaring and paying interim dividendsDividends paid during the financial year before final accounts are prepared. The director must be satisfied that sufficient distributable profits exist.; and

(j) doing anything else the Director considers necessary or desirable in the interests of the Company.

5.4 Where the Company has more than one director, the directors shall act jointly unless a Director's Resolution or these articles provide otherwise. Where the Company has only one director, that director may exercise all powers of the directors without any additional formality.

6.1 A Director's Resolution shall be the formal instrument by which the Director exercises powers of the Company conferred by these articles or by the Act.

6.2 A Director's Resolution shall be made in writing, signed by the Director, and may bear the Company's seal or stamp. It shall take effect immediately upon signature unless a later date is specified.

6.3 A Director's Resolution is equivalent in authority and legal effect to any decision that would otherwise be taken at a meeting of the directors.

6.4 There shall be no requirement to hold meetings of the directors where the Company has only one director.

6.5 All Director's Resolutions shall be:

(a) sequentially numbered (beginning with DR-001);

(b) recorded in a Register of Director's Resolutions maintained by the Company;

(c) kept with the Company's statutory books and records; and

(d) retained for a minimum period of 10 years from the date of execution.

7.1 The Director may delegate any of the Director's powers to any person or committee by a Director's Resolution, and may revoke any such delegation at any time.

7.2 Any such delegation may be subject to any conditions the Director may impose and may be revoked or altered.

7.3 A person dealing with a delegate in good faith shall not be affected by any defect in the delegation.

8.1 The Director shall comply with the duty to avoid conflicts of interestSituations where a director's personal interests could conflict with their duty to act in the company's best interests. Section 175 of the Companies Act 2006 sets out this duty. as set out in s.175 of the Act.

8.2 Where the Company has only one member who is also the sole Director, any transaction between the Company and the Director shall be recorded by the Director in a Director's Resolution and shall not be voidable solely on the ground of the Director's interest, provided the Director has complied with any applicable disclosure requirements under the Act.

8.3 Where the Company has more than one director, a director may be counted in any quorum and vote on any matter in which that director has an interest, provided the interest has been disclosed in accordance with the Act.

9.1 A director may be removed by ordinary resolution of the members, subject to the provisions of s.168 of the Act.

9.2 A director may be appointed by ordinary resolution of the members, or by the directors where there is more than one director.

9.3 A director's appointment shall terminate automatically if the director:

(a) resigns by giving written notice to the Company;

(b) is prohibited from being a director by law;

(c) is declared bankrupt or makes any arrangement or composition with creditors generally; or

(d) is found to be or becomes of unsound mind.

10.1 The directors' remuneration shall be determined by the members by ordinary resolution, or, where the sole director is also the sole member, by a Director's Resolution.

10.2 The Company shall reimburse each director for all reasonable expenses properly incurred in connection with the Company's business.

11.1 The share capital of the Company may consist of ordinary shares and such other classes of share as may be created by special resolution from time to time.

11.2 Subject to the Act and to any rights attaching to existing shares, shares may be issued with such rights or restrictions as the Company may by ordinary resolution determine, or, if no such resolution has been passed, as the Director may determine by Director's Resolution.

11.3 The Company may issue shares which are to be redeemed, or which are liable to be redeemed at the option of the Company or the holder.

12.1 Subject to the Act, the Director may allot shares with the authority of the members given by ordinary resolution.

12.2 Where the Company has only one member who is also the sole Director, the Director may allot sharesIssuing new shares in the company. This increases the total share capital and may dilute existing shareholders' percentage ownership unless pre-emption rights apply. by Director's Resolution, to the extent permitted by s.550 of the Act.

12.3 Where the provisions of s.551 of the Act apply, the Director shall obtain authority to allot shares in accordance with that section.

13.1 The statutory pre-emption rightsExisting shareholders' right to be offered new shares before they are offered to outsiders, proportional to their current holding. This protects against unwanted dilution. set out in ss.561–577 of the Act shall apply, subject to any disapplication by special resolution.

13.2 No additional pre-emption requirements beyond those prescribed by the Act shall apply.

14.1 No share shall be transferred to any person who is not already a member unless the Director approves the transfer at the Director's absolute and unfettered discretion.

14.2 Where a member (the "Transferor") wishes to transfer shares, the Transferor shall first give notice in writing to the Company (a "Transfer Notice").

14.3 The Company shall, within 28 days of receiving a Transfer Notice, offer those shares to the existing members pro rata to their existing holdings. The existing members shall have 28 days to accept or decline.

14.4 If the existing members do not accept all the shares offered, the Transferor may transfer the remaining shares to the proposed transferee at a price not less than the price stated in the Transfer Notice.

14.5 If the price cannot be agreed, the fair valueThe price an independent expert determines the shares are worth. This prevents disputes over valuation by using an objective third-party assessment. of the shares shall be determined by the Company's auditor (or an independent accountant appointed by the Director), whose determination shall be final and binding.

14.6 Nothing in this article 14 shall prevent the Director from approving a transfer of shares to any person at any time by Director's Resolution.

15.1 If one or more members holding not less than 75% of the issued shares (the "Majority Shareholders") wish to accept an offer for the entire issued share capital, the Majority Shareholders may require all other members to sell their shares on the same terms (drag-alongAllows majority shareholders to force minority shareholders to join in a sale. This prevents a small minority from blocking a sale of the entire company.).

15.2 If any member receives a bona fide offer to purchase all of that member's shares, any other member shall be entitled to require the third party to make an equivalent offer for their shares on the same terms (tag-alongProtects minority shareholders by letting them "tag along" on a sale. If a majority shareholder sells, minority holders can demand the same deal.).

15.3 The mechanism and timeframes shall follow the same notice procedure as set out in article 14 unless otherwise agreed.

16.1 On the death of a member, the survivor or survivors (where joint holder) or the personal representatives of the deceased (where sole holder) shall be the only persons recognised as having title to the deceased's shares.

16.2 Any person becoming entitled to a share as a result of death or bankruptcy may elect to become a member or nominate a transferee, subject to the Director's approval.

17.1 The Company shall issue each member with one or more certificates in respect of the shares held.

17.2 Every certificate shall specify the number and class of shares to which it relates and shall bear the Company's seal or stamp or be signed by the Director.

18.1 All decisions of the members may be taken by written resolutionA decision made in writing rather than at a physical meeting. Valid under Part 13 of the Companies Act 2006. Members sign to indicate agreement without needing to meet in person. in accordance with Part 13 of the Act (ss.288–300).

18.2 There shall be no requirement to hold general meetings except where the Act expressly requires one.

18.3 Where the Company has only one member, a decision of that member may be taken by that member indicating it to the Company in writing.

18.4 A written resolution shall be proposed by the Director and shall be circulated to all eligible members.

19.1 The Director may call a general meeting at any time.

19.2 Members holding at least 5% of the paid-up voting share capital may require the Director to call a general meeting in accordance with s.303 of the Act.

19.3 Not less than 14 clear days' notice shall be given.

19.4 The quorumThe minimum number of people who must be present for a meeting to be valid. For CM Beyer, one person (even if they are the sole member) is sufficient. for a general meeting shall be one qualifying person present in person or by proxy.

19.5 The Director shall chair any general meeting.

20.1 On a show of hands, every member present in person shall have one vote.

20.2 On a poll, every member shall have one vote for each share held.

20.3 A member entitled to more than one vote need not use all votes or cast all votes in the same way.

20.4 A proxy may be appointed in writing by a member.

21.1 The Company may declare dividends by ordinary resolution. No dividend shall exceed the amount recommended by the Director.

21.2 The Director may pay such interim dividends as appear justified by the profits available for distribution.

21.3 No dividend shall be paid otherwise than out of profits available for distribution in accordance with Part 23 of the ActThe part of the Companies Act that defines "distributable profits" — essentially accumulated realised profits minus accumulated realised losses. A company cannot pay dividends from capital..

22.1 Dividends shall be paid to the persons shown in the register of members at the date at which the dividend becomes payable.

22.2 Dividends may be paid by bank transfer, cheque, or any other method the Director considers appropriate.

22.3 If a share is subject to the Company's lien, all dividends payable on that share may be retained by the Company until the lien is satisfied.

22.4 Any dividend unclaimed for 12 years after having become payable shall be forfeited and shall revert to the Company.

23.1 The Director may, with the authority of an ordinary resolution, capitalise any undistributed profits and apply such sum in paying up in full unissued shares to be allotted to members as fully paid bonus sharesFree additional shares given to existing shareholders, paid for out of the company's accumulated profits. The shareholder receives more shares without paying for them..

24.1 The Director may appoint (and remove) a company secretary. A private company is not required to have one.

24.2 Any reference to the company secretary includes any person authorised by the Director to carry out those functions.

25.1 The Company may have a common sealA physical stamp or embossing tool bearing the company's name. Once essential for executing documents, now optional under the Companies Act 2006. CM Beyer may use a seal but is not required to. and, if so, the seal shall only be used with the authority of the Director.

25.2 Any document executed under the Company's seal shall be countersigned by the Director.

25.3 The Company may also execute documents without a seal in accordance with s.44 of the Act.

26.1 Any document to be executed by the Company may be executed:

(a) by affixing the common seal and countersigning by the Director; or

(b) by the signature of a director and the company secretary (if appointed); or

(c) by the Director acting alone, where authorised by a Director's Resolution.

26.2 A document expressed to be executed as a deedA special type of legal document with additional formality. Deeds are required for certain transactions such as property transfers and must be clearly delivered as a deed to take effect. by the Company shall have effect as a deed if validly executed under article 26.1 and delivered as a deed.

27.1 The Director shall ensure that the Company maintains all registers and records required by the Act, including the register of members, register of directors, register of persons with significant control, and accounting records.

27.2 The Director shall ensure that all necessary filings are made at Companies House within the prescribed time limits.

27.3 The Company shall maintain a Register of Director's Resolutions as part of its statutory records.

28.1 The Director shall cause accounting records to be kept in accordance with Part 15 of the Act.

28.2 The Director shall prepare annual accounts and deliver them to the Registrar within the prescribed time limits.

28.3 Where the Company qualifies as a small company or micro-entityCompanies meeting certain size thresholds (turnover, balance sheet, employees) can file simplified accounts. This reduces the administrative burden and limits the financial detail made public., the Director may prepare and file abbreviated accounts to the extent permitted by law.

29.1 Any notice may be sent by hand, by post, or by electronic means to the address shown in the register of members.

29.2 A member present at any meeting shall be deemed to have received notice of the meeting.

29.3 A notice sent by post shall be deemed served 48 hours after posting. A notice sent by electronic means shall be deemed served on the day it is sent.

30.1 To the fullest extent permitted by the Companies Act 2006, the Company may indemnifyCompensate a director for costs or liabilities incurred while acting for the company. The Companies Act limits this — a company cannot indemnify a director against fines for criminal offences or penalties from regulators. any director or former director against any liability incurred:

(a) in connection with any negligence, default, breach of duty, or breach of trust; or

(b) in defending any proceedings in which judgment is given in that person's favour or in which that person is acquitted.

30.2 Any indemnity shall be a qualifying third-party indemnity provision within the meaning of sections 234 and 235 of the Act.

30.3 The Company may purchase and maintain insurance for any director or former director.

31.1 The Company may be wound up voluntarily by special resolution of the members.

31.2 On a winding up, the assets shall be applied first in satisfaction of the Company's liabilities and then distributed among the members according to the number and class of shares held.

32.1 The Company shall have a first and paramount lienA legal right to retain possession of someone's property until a debt owed is paid. Here, the company can hold back dividends or refuse to register a share transfer until any unpaid amounts on those shares are settled. on every share (not being a fully paid share) for all amounts payable in respect of that share.

32.2 The Director may sell any shares on which the Company has a lien if the amount remains unpaid within 14 clear days after notice.

33.1 The Director may make calls on members in respect of any amounts unpaid on their shares.

33.2 A call shall be deemed to have been made at the time when the Director's Resolution authorising it was made.

33.3 If a call remains unpaid, the Director may give notice requiring payment. If the requirements of the notice are not complied with, the shares may be forfeitedThe company can cancel shares and reclaim them if the shareholder fails to pay amounts owed. The shareholder loses both the shares and any money already paid on them. by Director's Resolution.

34.1 These articles may only be amended by special resolution of the members in accordance with s.21 of the Act.

34.2 No amendment shall be effective until it has been filed with the Registrar of Companies.

35.1 These articles shall be governed by and construed in accordance with the laws of England and Wales.

35.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these articles.