Article 77 Proxy-holder with financial interestI1

A proxy-holder shall not vote in favour of any resolution which would directly or indirectly place the proxy-holder, or any associate of the proxy-holder, in a position to receive any remuneration out of the assets of the company, unless the proxy specifically directs the proxy-holder to vote that way.

Where a proxy-holder has signed the proxy as being authorised to do so by the proxy-holder’s principal and the proxy specifically directs the proxy-holder to vote in the way mentioned in paragraph (1), the proxy-holder shall nevertheless not vote in that way unless the proxy-holder produces to the chair of the meeting written authorisation from proxy-holder’s principal sufficient to show the proxy-holder was entitled so to sign the proxy.

This Rule applies also to any person acting as chair of a meeting and using proxies in that capacity in accordance with F1Rule 74(3); and in the application of this Rule to any such person, the proxy-holder is deemed an associate of that person.