GMVML’s New Member Fee

(j)

(k)

The appointment or removal of Directors under Articles 12(c) and 12(d) shall

be made in writing by the party in whom the power of appointment or removal

is vested and shall take effect on and from the date on which notice is lodged

with the Secretary, or to a meeting of the Directors.

At the General Meeting to be held in accordance with Article

8 (c) and

thereafter, the provisions in this Article 12 for the nomination and appointment

of Directors shall be operated so that the composition of the Board of Directors

shall at all times comprise:

(i)

(ii)

(iii)

Qualifying Persons with the following tenure:

(A) One rental or shared ownership tenant recommended by a Registered

Provider;

(B) Eight persons who are either Long Leaseholders, shared

ownership tenants who own at least 250/0 or more of the equity in

a Unit or the holder of a commercial unit.

A director appointed by the Royal Borough of Greenwich who need

not be a Qualifying Person;

A director appointed by the Registered Provider who need not be a

Qualifying Person.

and if there are not sufficient persons who are eligible within each of these

categories and who are willing and able to take up such appointment, then the

appointment shall remain vacant until it may be filled.

BORROWING POWERS

13.

The Directors may exercise all the powers of the Company to borrow money without

limit as to amount and upon such terms and in such manner as they think fit, and to

grant any mortgage, charge or standard security over its undertaking and property or any

part thereof, and to issue debentures, whether outright or as a security for any debt, liability

or obligation of the Company or of any third party.

ALTERNATE DIRECTORS

14.

(a) Prior to the conclusion of the General Meeting to be held in accordance with

Article 8(c), a Director (other than an Alternate Director) may appoint any

person from the organisation which appointed him to be an Alternate Director.

(b)

After the conclusion of the General Meeting to be held in accordance with Article

8(c), a Director may only appoint a person who is a Member or Qualifying

Person to be an Alternate Director save that a Director appointed under Articles 12(k)(ii) or

(iii) may appoint any person from the organisation which appointed him to be an Alternate Director.

A Director may remove from office an Alternate Director appointed by him.

Any appointment or removal Of an Alternate Director shall be effected by an

instrument in writing delivered to the Secretary of the Company and signed by the

appointer.

(c)

When an Alternate Director is also a Director or acts as an Alternate Director

for more than one Director, such Alternate Director shall have one vote for

every Director so represented by him (in addition to his own vote if he is himself

a Director) and when so acting shall be considered as two Directors for the purpose

of making a quorum if the quorum exceeds two.

DISQUALIFICATION OF DIRECTORS

15.

With the exception of the Directors appointed either by Royal Borough of Greenwich, by

the Registered Provider under Article 12(k)(ii) or Article

12 (iii) the office of a Director

shall be vacated if, after the General Meeting to be held in accordance with Article 8(c), the

Director ceases to be a Member of the Company or a Qualifying Person or if at any time

becomes incapable by reason of illness or injury ofmanaging and administering his property

and affairs, and Regulation 81 in Table A shall be modified accordingly.

REMUNERATION OF DIRECTORS

16.

(a)

(b)

Directors shall not be entitled to any remuneration in their capacity as Directors

of the Company.

The Company may repay to any Director all such reasonable expenses as he

may properly incur in attending and returning from meetings of the Directors or of

any Committee of Directors or General Meetings of the Company or

otherwise in or about the business of the Company.

DIRECTORS' INTERESTS

17.

(a)

Directors' interests other than in relation to transactions or arrangements with

the Company:

(0

(iii)

The Board may authorise any matter proposed to it which would, if not

so authorised, involve a breach of duty by a Director under section 175

of the 2006 Act.

Any authorisation under Article will be effective only if:

(B)

any requirement as to the quorum at the meeting at which the

matter is considered is met without counting the Director in

question or any other Director interested in the matter under

consideration; and

the matter was agreed to without their voting or would have

been agreed to if their votes had not been counted.

The Board may give any authorisation under Article 17(a)(i) upon such

terms as it thinks fit. The Board may vary or terminate any such

authorisation at any time.

(iv)

(v)

Without prejudice to the remainder of these Articles or the 2006 Act,

the Company may authorise (specifically or generally) any matter

proposed to it which would, if not so authorised, involve a breach of

175 ofthe 2006 Act.

Such

duty by a Director under section

authorisation shall be effected:

(A) with the consent in writing of the members consisting of 50%

or more of the voting rights; or

(B) by an ordinary resolution

and shall constitute "authorisation by the members" for the purposes

of this Article 17.

For the purposes of this Article 17, a conflict of interest includes a

conflict of interest and duty and a conflict of duties, and interest

includes both direct and indirect interests.

(b)

Confidential information and attendance at meetings of Directors

A Director shall be under no duty to the Company with respect to any

information which he obtains or has obtained otherwise than as a

Director and in respect of which he owes a duty Of confidentiality to

another person. In particular the Director shall not be in breach Of the

general duties he owes to the Company by virtue of sections 171 to 177

of the 2006 Act if he:

(A)

(B)

fails to disclose any such information to the Board or to any

Director or other officer or employee of, or consultant to, the

Company; or

does not use or apply any such information in performing his

duties as a Director.

However, to the extent that his relationship with that other person gives

rise to a conflict of interest or possible conflict of interest, this Article

applies only if the existence of that relationship has been

authorised by the Board pursuant to Article or authorised by the

Members (subject, in any such case, to the terms upon which such

authorisation was given).

Where the existence of a Director's relationship with another person

has been authorised by the Board pursuant to Article

17 (a)(i) or

authorised by the Members, and his relationship with that person gives

rise to a conflict of interest or possible conflict of interest, the Director

shall not be in breach of the general duties he owes to the Company by

virtue of sections 171 to 177 of the 2006 Act if, at his discretion or at the

request or direction of the Board or any committee of the Board, he:

absents himself from a meeting of Directors (or a committee

(A)

thereof) at which any matter relating to the conflict of interest or

possible conflict of interest will or may be discussed, or from

the discussion of any such matter at a meeting of Directors

(or a committee thereof) or otherwise; or

(B)

makes arrangements not to receive documents and

information relating to any matter which gives rise to the

conflict of interest or possible conflict of interest sent or

supplied by or on behalf of the Company or for such

documents and information to be received and read by a

professional adviser on his behalf,

(iii)

for so long as he reasonably believes such conflict of interest

(or

possible conflict of interest) subsists.

The provisions of Articles and are without prejudice to

any equitable principle or rule of law which may excuse the Director from;

(B)

disclosing information, in circumstances where disclosure

would otherwise be required under these Articles; or

attending meetings or discussions or receiving documents

in

and information as referred to in Article

circumstances where such attendance or receipt would

otherwise be required under these Articles.

(c)

Declaration of interests in proposed or existing transactions or arrangements

with the Company

(ii)

(iii)

(iv)

(v)

A Director who is in any way, directly or indirectly, interested in a

proposed transaction or arrangement with the Company shall declare the

nature and extent of his interest to the other Directors before the

Company enters into the transaction or arrangement.

A Director who is in any way, directly or indirectly, interested in a

transaction or arrangement that has been entered into by the

Company shall declare the nature and extent of his interest to the other

Directors as soon as is reasonably practicable, unless the interest has

already been declared under Article 17(c)(i).

Any declaration required by Article 17(c)(i) may (but need not) be

made at a meeting of the Directors or by notice in writing in

accordance with section 184 of the 2006 Act or by general notice in

accordance with section 185 of the 2006 Act. Any declaration

required by Article 1 7(c)(i) must be made at a meeting Of the Directors

or by notice in writing in accordance with section 1 84 of the 2006 Act

or by general notice in accordance with section 185 of the 2006 Act.

If a declaration made under Article 17(c)(i) or 17(c)(ii) proves to be, or

becomes, inaccurate or incomplete, a further declaration must be made

under Article or as appropriate.

A Director need not declare an interest under this Article 17(c):

if it cannot reasonably be regarded as likely to give rise to a

(A)

conflict of interest;

"Qualifying Person"

"Registered Provider"

"Unit"

means

in respect of any Units (save for those Units described

in sub-clause (ii) below), any person or persons, a firm,

partnership, company, Registered Provider or other

legal entity to whom a lease or underlease Of a Unit has

been granted for a term of 99 years or more or to whom

such a lease has been assigned or has devolved or a

person having a freehold interest (other than solely a

freehold reversionary interest where there is a

leasehold interest originally granted for at least 99

years) ("Long Leaseholder"); or

in respect of any Units which a Registered Provider

owns the relevant interest in the Unit, as is described in

sub-clause (i) above, whether in possession or

reversion, any person;

(ii)

(iii)

(a)

(b)

(c)

who is, for the time being, in actual occupation of

the Unit; and

who is, for the time being, notified by the said

Registered Provider to the Company as an

approved person; and

whom the Directors shall from time to time

approve (such approval not to be unreasonably

withheld or delayed but which may be withdrawn

by the Directors acting reasonably at any time)

(whether original or substitute for any previous

approval) by resolution or through a committee Of

Directors in respect of that Unit

and (if or at such times as) no such persons shall

qualify by these conditions then the Registered

Provider shall itself be the Qualifying Person in

respect of that Unit; or

in respect of the commercial units, any person or

persons, a firm, partnership, company or other legal

entity to whom a lease or underlease has been granted

in respect of that commercial unit.

means a registered provider registered with the Tenant

Services Authority (or successor body) under the Housing

and Regeneration Act 2008.

means any residential unit in the buildings comprised or to be

comprised in the Estate.

MEMBERS

3.

4.

5.

6.

7.

The subscribers to the Memorandum of Association shall be Members of the Company.

A subscriber may nominate any person to succeed him as a Member of the Company. A

person so nominated by the subscriber and a person who by nomination succeeds the

person nominated by the subscriber shall have the same power to nominate a person

to succeed him as if he had been a subscriber. Save as aforesaid, no person shall be

admitted as a Member of the Company other than a Qualifying Person. The Company

must accept as a Member every person who is or who shall have become entitled to be

admitted as a Member and shall have complied with either of the signature provisions set out

in Article 5(a).

Each subscriber to the Memorandum of Association and any person nominated to be a

Member under Article 3 shall, if not himself a Qualifying Person, cease to be a Member at

the conclusion of the General Meeting convened pursuant to Article 8(c).

(a)

(b)

(c)

The provisions of Section 113 of the 2006 Act shall be observed by the

Company and every Qualifying Person shall either sign a letter of

application to become a Member or sign the register of members on becoming a

Member. If two or more persons are together a Qualifying Person each shall so

comply. They shall together constitute one Member and, subject to Articles 5 (b)

and (c), the person whose name first appears on the register of members shall

exercise the voting powers vested in such Member. If the first-named person

fails to so exercise such voting powers then the person whose name next appears

in the Register of Members and who wishes to exercise such voting powers shall

be entitled to exercise such voting powers in person. In respect of any Qualifying

Person acting in relation to any Unit or commercial unit, the Company shall be

entitled to treat the execution of a lease or its counterpart by the grantee of a

relevant interest or the execution of an assignment by the assignee Of a

relevant interest or the execution Of a conveyance or •transfer by the purchaser

of a relevant interest as an application for membership.

If any Unit is held between a Registered Provider and a person or persons on a

shared ownership basis and such person or persons together own any equity in

the Unit, regardless of its percentage, then the voting powers vested in the Member

for that Unit shall be exercised by the said person or one of the persons as the

case may be (in accordance with Article 5 (a)).

If any Unit is held by a Registered Provider and is occupied by a person or

persons on a rental basis, the voting powers vested in the Member for that Unit

shall be exercised by the Registered Provider unless and for the period during

which the Registered Provider may notify the Directors otherwise.

A Qualifying Person shall cease to be a Member on the registration as a Member of the

succeeding Qualifying Person for his Unit and shall not resign as a Member while

holding, whether alone or jointly with others, a legal estate in any Unit. Any purported

resignation as a Member in contravention of this Article shall not be accepted by the

Company.

If a Member shall die or be adjudged bankrupt his legal representative or representatives

or the trustee in his bankruptcy shall be entitled to be registered as a Member provided that

he or they shall for the time being be a Qualifying Person.

NOTICE OF GENERAL MEETINGS

8.

8.

(a)

(b)

(c)

(d)

General meetings shall be called by at least fourteen clear days' notice but a

general meeting may be called by shorter notice if so agreed by a majority in

number of the members having a right to attend and vote being a majority

together holding not less than ninety per cent of the total voting rights at the

meeting of all members.

The notice shall specify the time and place of the meeting and the general

nature Of the business to be transacted.

The Directors of the Company may at any time following the completion of the

sale, or the grant of a lease of the last Unit on the Estate to a Qualifying Person (as

determined by the Directors) convene a general meeting, to be held at such time

and place as the Directors may determine.

The directors shall determine whether a general meeting is to be held as a physical general meeting

or an electronic general meeting or a combination ("hybrid" meeting). The directors may call a

general meeting whenever and at such times and places (including electronic platforms) as they

shall determine.

PROCEEDINGS AT GENERAL MEETINGS

9.

10.

(a)

(b)

Regulation 40 in Table A shall be read and construed as if the words "at the

time when the Meeting proceeds to business" were added at the end of the first

sentence.

A Director shall notwithstanding that he is not a Member, be entitled to attend

and speak at any General Meeting of the Company.

Regulation 46 in Table A shall be read and construed as if:

(a)

(b)

"ten" be substituted for "two" in paragraph (b); and as if

paragraph (d) was omitted therefrom.

VOTES OF MEMBERS

11.

Every Member present in person or by proxy at a General Meeting shall have one vote

PROVIDED that until the conclusion of the General Meeting to be convened pursuant to

Article 8(c), those Members who are subscribers to the Memorandum Of Association or

who became Members under the subscriber provisions Of Article 3 or if there is only one

such Member nominated under Article 3, that Member, shall, either jointly if there is

more than one such Member, or alone if there is only one such Member, have three votes

in respect Of each and every member (either individually or jointly) who, at the time the

vote is cast, is entered on the register of members in addition to their own vote or votes as

Members.

APPOINTMENT OF DIRECTORS

12.

(a)

The maximum number and minimum number respectively of the Directors may

be determined from time to time by Ordinary Resolution in General Meeting of the

Company. Prior to the General Meeting to be convened pursuant to Article 8 (c),

there shall be no maximum number of Directors and the minimum number of

Directors shall be five. Following the conclusion of the General Meeting to be

convened pursuant to Article 8(c), the provisions of Article 12 (k) shall apply.

(b)

(ba)

(c)

(d)

(e)

(f)

(g)

(h)

The Directors shall not be required to retire by rotation save that, following the

General Meeting to be held in accordance with Article 8(c), the Directors in the

Category referred to in Article 12(k)(i) shall hold office for a maximum period Of four

years.

A Director in the category referred to in Article who has held office for four years

may be reappointed immediately in accordance with Articles 12 (g) or (h).

GNIVL shall be entitled to appoint up to six Directors, and Greater London

Authority shall be entitled to appoint one Director, in each gase to hold office

until the conclusion of the General Meeting to be convened pursuant to Article

8(c). The persons so appointed by GMVL or Greater London Authority need not

be Members.

Royal Borough of Greenwich shall be entitled to appoint one director. The

person appointed by the Royal Borough of Greenwich need not be a Member.

A person who is not a Member of the Company shall not in any circumstances

be eligible to hold office as a Director save for:

(ii)

(iii)

(iv)

the persons who are deemed to have been appointed as the first

Directors of the Company on incorporation; or

a person appointed as a Director prior to the General Meeting to be

held in accordance with Article 8 (c);

a person appointed in accordance with Articles 12(c) or 12(d);

a person appointed in accordance with Articles 12(k)(ii) or (iii).

Regulation 83 in Table A shall be read and construed as if the words "of any

class of shares or" were omitted therefrom.

No Member shall be appointed a Director at any General Meeting unless either:

(ii)

he is recommended by the Directors; or

not more than thirty-five days and not less than seven days before the

date appointed for the General Meeting, notice executed by five

Members qualifying to vote at the General Meeting has been given to the

Company of the intention to propose that Member for appointment, together

with notice executed by that Member of his willingness to be appointed.

The Directors may appoint:

prior to the General Meeting to be held in accordance with Article 8(c),

any person; and

(ii) thereafter, only a person in accordance with Article 12(k);

who is willing to act as a Director, either to fill a vacancy or as an additional

Director, provided that the appointment does not cause the number of Directors to

exceed any number determined in accordance with paragraph (a) above.

(i)The Directors may recommend as officers of the Company such Members as

they think fit at the General Meeting convened pursuant to Article 8(c).

(B)

(C)

(D)

if, or to the extent that, the other Directors are already aware

of it (and for this purpose the other Directors are treated as

aware of anything Of which they ought reasonably to be

aware);

if, or to the extent that, it concerns terms of his service

contract that have been or are to be considered by a meeting Of

the Directors or by a committee of the Directors appointed for the

purpose under these Articles; or

if the Director is not aware of his interest or is not aware of

the transaction or arrangement in question (and for this

purpose a director is treated as being aware of matters of which

he ought reasonably to be aware).

(d)

Ability to enter into transactions and arrangements with the Company

notwithstanding interest

Subject to the provisions of the Act and 2006 Act and provided that he has

declared the nature and extent of any direct or indirect interest of his in

accordance with Article 17(c), a Director notwithstanding his office:

(iii)

may be a party to, or otherwise be interested in, any transaction or

arrangement with the Company or in which the Company is directly or

indirectly interested;

may act by himself or through his firm in a professional capacity for the

Company (otherwise than as Auditors), and in any such case on such

terms as to remuneration and otherwise as the Board may decide; or

may be a director or other officer of, or employed or engaged by, or a

party to any transaction or arrangement with, or otherwise be

interested in, any body corporate in which the Company is directly or

indirectly interested.

PROCEEDINGS OF DIRECTORS

18.

(a)

(b)

(c)

Until the conclusion of the General Meeting convened pursuant to Article 8(c),

the quorum for the transaction of the business of the Directors shall be any two

Directors appointed by GMVL. At any meeting of the Directors at which less than

six Directors appointed by GMVL are present those Directors nominated by

GMVL who are personally present or represented by Alternate Directors shall

be entitled to cast the same aggregate number of votes as could be cast if all of the

GMVL Directors were present (that is six votes).

Following the conclusion of the General Meeting convened pursuant to Article

8(c), the quorum for the transaction of the business of the Directors shall be

a simple majority of the number of all Directors at that time or with a minimum of 5

directors.

Subject to Article 18 (a), each Director or Alternate Director appointed in

accordance with Article 14 shall have one vote.

(d)

(e)

MINUTES

Until the conclusion of the General Meeting convened pursuant to Article 8(c),

the Chairman of the Board shall be appointed from those Directors nominated by

GMVL. Following the conclusion of the General Meeting convened pursuant to

Article 8(c), the Chairman of the Board shall be appointed from those

directors appointed in Article 12(k)(i). The Chairman will not have a casting vote

and Regulation 88 of Table A shall be construed accordingly.

All or any of the Directors (including an Alternate Director) or other persons

may participate in a meeting of the Directors or a committee of which he is a

member by means Of a conference telephone or any communication

equipment whereby all persons participating in the meeting can hear each other

and provided the relevant quorum of Directors is participating

(notwithstanding that the quorum is not present in one place) such meeting shall

be quorate and subject to the provisions of the Articles the meeting shall constitute

a meeting of Directors. A person so participating shall be deemed to be present

in person at the meeting and shall be entitled to vote and be counted in a

quorum accordingly. Such a meeting shall be deemed to take place where the

largest group of those participating is assembled, or, if there is no such group,

where the Chairman of the meeting then is.

19.

Regulation 100 in Table A shall be read and construed as if the words "of the holders of

any class of shares in the Company" were omitted therefrom.

NOTICES

20.

21.

(a)

(b)

A notice calling a meeting of the Directors need not be in writing.

The Company may give any notice to a Member either personally or by

sending it by post in a prepaid envelope addressed to the Member at his

registered address or by leaving it at that address. Wherever applicable notice

may be served on Members by fax, email, to a internet website or any other form

of electronic transmission. In the case of joint Members, all notices shall be given

to the joint holder whose name stands first in the register of members in respect

of the joint holders. A Member whose registered address is not within the

United Kingdom and who gives to the Company an address within the United

Kingdom at which notices may be given to him shall be entitled to have notices

given to him at that address, but otherwise no such Member shall be entitled to

receive any notice from the Company.

Regulation 113 in Table A shall be read and construed as if the words "or of the holders

of any class of shares in the Company" were omitted therefrom.

INDEMNITY, DEFENCE COST AND INSURANCE

22.

(a)

To the extent permitted by the Act and 2006 Act and without prejudice to any

indemnity to which he may otherwise be entitled, every person who is or was a

Director or other officer of the Company (other than any person (whether or not an

officer of the Company) engaged by the Company as Auditors) shall be and shall

be kept indemnified out of the assets of the Company against all costs, charges,

losses and liabilities incurred by him (whether in connection with any negligence,

default, breach of duty or breach of trust by him or otherwise) in relation to the

Company or its affairs provided that such indemnity shall not apply in respect of

any liability incurred by him:

(ii)

(iii)

(iv)

(v)

(vi)

to the Company or to an associated company of the Company;

to pay a fine imposed in criminal proceedings;

to pay a sum payable to a regulatory authority by way Of a penalty in

respect Of non-compliance with any requirement of a regulatory nature

(howsoever arising);

in defending any criminal proceedings in which he is convicted;

in defending any civil proceedings brought by the Company, or an

associated company, in which judgement is given against him; or

in connection with any application under section 1157 of the 2006 Act

(general power to grant relief in case of honest and reasonable

conduct) where the court refuses to grant relief.

(b)

(c)

In Article 22(a)(iv) to (iv) the reference to a conviction, judgement or refusal Of

relief is a reference to one that has become final. A conviction, judgement or

refusal of relief becomes final:

(iiD

if not appealed against, at the end of the period for bringing an appeal;

or

If appealed against, at the time when the appeal (or any further

appeal) is disposed of.

For the purposes of this Article 22(b), an appeal is disposed of:

(iii)

(iv)

if it is determined and the period for bringing any further appeal has

ended; or

if it is abandoned or otherwise ceases to have effect.

Without prejudice to Article 22 (a) or to any indemnity to which a Director may

otherwise be entitled, and to the extent permitted by the Act and 2006 Act and

otherwise upon such terms and subject to such conditions as the Directors may

in their absolute discretion think fit, the Directors shall have power to make

arrangements to provide a Director with funds to meet expenditure incurred or

to be incurred by him in defending any criminal or civil proceedings or in

connection with an application under section 1157 Of the 2006 Act (general

power to grant relief in case of honest and reasonable conduct) or in defending

himself in an investigation by a regulatory authority or against any action

proposed to be taken by a regulatory authority or to enable a Director to avoid

incurring any such expenditure.

TO the extent permitted by the Act and 2006 Act, the Board may exercise all

the powers of the Company to purchase and maintain insurance for the benefit

of a person who is or was a director, alternate director or secretary of the

Company or of a company which is or was a subsidiary undertaking of the

Company or in which the Company has or had an interest (whether direct or

indirect), indemnifying him and keeping him indemnified against liability for

negligence, default, breach of duty or breach Of trust or other liability which

may lawfully be insured against by the Company. A meeting of the Directors

where such insurance is under consideration a Director may form part Of the

quorum and vote notwithstanding any interest he may have in such insurance.

RULES OR BYELAWS

23.

The Directors may from time to time make such Rules or Byelaws as they may deem

necessary or expedient or convenient for the proper conduct and management of the

Company and for the purposes Of prescribing the classes of the conditions of

membership, and in particular but without prejudice to the generality of the foregoing they

shall by such Rules and Byelaws regulate:

(ii)

(iii)

(iv)

(v)

the admission and classification of Nlembers of the Company, and the rights

and privileges of such Members, and the conditions of membership and the

terms on which Members may resign or have their membership terminated and the

entrance fees, subscriptions and other fees, charges contributions or payments

to be made by Members;

the conduct of Wlembers of the Company in relation to one another and to the

Company and to the Company's servants or agents;

the setting aside of the whole or any part or parts of the Estate at any particular

time or times or for a particular purpose or purposes;

the procedure at General Meetings and Meetings of the Directors and

committees of the Directors of the Company insofar as such procedure is not

regulated by these Articles,

and, generally, all such matters as are commonly the subject matter Of

Company Rules or rules or regulations appropriate to property Of a similar

nature and type as the Estate.

The Company in General Meeting shall have power to alter or repeal the Rules or

Byelaws and to make additions thereto and the Directors shall adopt such means as they

deem sufficient to bring to the notice of Members of the Company all such Rules or

Byelaws which so long as they shall be in force, shall be binding on all Members of the

Company provided, nevertheless, that no Rule or Byelaw shall be inconsistent with, or shall

affect or repeal anything contained in, the Memorandum or Articles of Association Of the

Company.

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