Rights attaching to Ordinary Shares of Abbey plc

Voting Rights

Subject to any prohibitions or restrictions as regards voting, at a general meeting, on a show of hands, every member personally present and every proxy has one vote. In the case of a poll every member shall have one vote for every share held.

Restrictions

Where a member has failed to comply with an Information Notice pursuant to Article 11 which allows the directors of the Company to seek certain information from the members in relation to their shareholdings, by either not providing the required information or providing false or misleading information, the directors may issue a Restriction Notice to such a member which has the effect of prohibiting the member from voting either personally or by proxy in respect of his shares for the duration of such notice.

Unpaid Calls

Article 14 provides that voting rights, the right to a dividend and any other privileges that members may have will be suspended until all calls and any interest arising thereon have been paid in full.

Dividends

Article 119 allows for the payment of dividends out of the profits of the Company to members in proportion to the amounts paid up on their shares. There is no restriction on the right of a member to receive a dividend if a member has failed to comply with Article 11 and is subject to a restriction notice.

Transfer

Ordinary shares may be transferred by an instrument in writing. The instrument of transfer must be signed by the transferor and when the share is not fully paid by the transferee.

The board may, at its absolute discretion and without assigning any reason therefore, refuse to register the transfer of any share (not being a fully paid up share) to any person of whom it shall not approve. The board may also refuse to register any transfer of a share on which the Company has a lien.

Forfeiture

If any shareholder fails to pay the whole or any part of any call on or before the day appointed for the payment thereof, the board may at any time thereafter during such time as the call, or any part thereof, remains unpaid, serve a notice on the shareholder requiring him to pay such call, or part thereof, which remains unpaid, together with any accrued interest and any expenses incurred by the company by reason of such non-payment.

Winding up

If the Company is wound up the liquidator may, with the sanction of a special resolution, divide among the members in specie any part of the assets of the Company and may, with like sanction, vest any part of the assets of the Company in trustees upon such trusts for or for the benefit of the members or any of them as the liquidator shall think fit.