SCHEDULES

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

Resignation and vacation of office

3

1

A director may resign his office by notice in writing to Associated British Ports.

2

The office of director is vacated if the director—

a

becomes bankrupt or makes an arrangement with his creditors, or in Scotland has his estate sequestrated or makes a trust deed for behoof of his creditors or a composition contract; or

b

becomes of unsound mind ; or

c

is absent from meetings of the directors for a period of more than six months without the permission of the directors.