SCHEDULES

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

Validity of proceedings notwithstanding formal defects

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1

The validity of proceedings of the directors is not affected by any vacancy among the directors.

2

Acts done by the directors, by a committee of directors or by any person acting as director are valid notwithstanding that it is afterwards discovered—

a

that there was some defect in the appointment of any such director or person acting as director; or

b

that any such director or person acting as director was disqualified from acting on grounds of interest or had ceased to hold office as director by virtue of paragraph 3(2).