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SCHEDULES

SCHEDULE 2U.K. Further Provisions with respect to the Constitution and Proceedings of Associated British Ports and Related Matters

Proceedings of the directorsU.K.

4(1)Subject to any rules which may be prescribed by the Holding Company, the directors may regulate their own procedure.U.K.

(2)Unless the directors determine otherwise, the quorum necessary for the transaction of business by them is three.