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ATODLEN 1ARTICLES OF ASSOCIATION OF AN RTM COMPANYTHE COMPANIES ACT 2006ARTICLES OF ASSOCIATION OF [NAME] RTM COMPANY LIMITEDA COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

PART 2DIRECTORS

DIRECTORS' POWERS AND RESPONSIBILITIES

Directors' general authority

8.  Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.

Members' reserve power

9.—(1The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.

(2No such special resolution invalidates anything which the directors have done before the passing of the resolution.

Directors may delegate

10.—(1Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—

(a)to such person or committee;

(b)by such means (including by power of attorney);

(c)to such an extent;

(d)in relation to such matters; and

(e)on such terms and conditions;

as they think fit.

(2If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.

(3The directors may revoke any delegation in whole or part, or alter its terms and conditions.

Committees

11.  Committees to which the directors delegate any of their powers must follow procedures which are based, so far as they are applicable, on those provisions of the articles which govern the taking of decisions by directors.