Sealing Committee - Terms of Reference

Constitution and Terms

1. 1. The Board has resolved to establish a Committee of the Board to be known as the Sealing Committee.

2. Membership

   2. The Committee shall be appointed by the Board, consisting of the following members:
   • The Chief Executive
   • One shareholder director
   • One executive director
   • One independent, non-executive director or the Chairman

   A quorum shall be two members.

3. 3. The Chairman of the Committee shall be the shareholder director, if present, or, in his absence, the longest serving member of the Board present at the meeting.

4. Secretary and Regularity of Meetings

   4. The Company Secretary shall be the Secretary of the Committee, which shall meet on such occasions as is necessary.

5. Purpose

   5. The purpose of the Committee is to authorise the use of the Company's seal, pursuant to Article 113 of the Company's Articles of Association and the execution by the Company of any document as a deed whether by affixing the Company's seal or by signature of any two directors or any director and the Company Secretary.

6. Information to be sought by the Committee

   6. In the case of projects requiring an expenditure authorisation, the Committee shall ensure that a signed expenditure authorisation has first been obtained (in accordance with the appropriate Company procedure) prior to sealing or signing the appropriate document.

   The Committee is authorised to seek any information it requires from any employee.

7. Duties

   7. The duties of the Committee shall be to determine in each instance whether it is appropriate for any document to be executed by the Company as a deed unless it has been approved by the Committee.

8. Reporting Procedures

   8. The Company Secretary shall circulate a copy of the minutes of meetings of the Committee to all members of the Board.

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