SCHEDULES

SCHEDULE 3Powers of Associated British Ports

Restrictions on certain descriptions of financial arrangement

22

1

The Holding Company may from time to time impose restrictions on the descriptions of financial arrangement which may be entered into by Associated British Ports and its subsidiaries.

2

The Holding Company may, in particular, prohibit Associated British Ports and its subsidiaries from entering into specified descriptions of financial arrangement—

a

absolutely, or

b

without the consent of the Holding Company,

and may set a limit on the aggregate amount of the liabilities which Associated British Ports and its subsidiaries may incur in respect of arrangements of any specified description.

3

Restrictions imposed under this paragraph may be varied or revoked by the Holding Company from time to time.