Co No 007773v Form IMO4 THE COMPANIES ACT 2006 NOTICE OF CHANGE IN REGISTERED OFFICE Pursuant to Section 75(2) NOTE: This change takes effect on the date of registration of this notice by the Registrar of Companies. Company Name: Millington Limited 1. The above company has resolved to change its Registered Of?ce by: Directors? Resolution dated the 26 day of July 2012. 2. Details of the New Registered Office: The Registrar of Companies has no duty to verify the contents of this form or that the Memorandum Articles of the company provide authority with respect to the matters contained in this form. Address: 3rd Floor Barclays House Victoria Street Douglas Isle of Man Post Code: 2LE Note: For Of?cial Use only: Signed on behalf of the Registered Agent by: (Authorised Signator??) Full Name of Signatory: Sharon Ann Hannigan Dated: 26 107 12012 (dd) (mm) ill? 1 (Print Name) 03107201200127 Page 1 of 1 CO No 007773V Form IMAR THE COMPANIES ACT 2006 ANNUAL RETURN Pursuant to Section 85 Company Name (full name of the company, Millington Limited including any suf?x) Return Date: 7th of December, 2012 (Note 1) W3 5 (Note 0: 1335992 We mum 3 The Company is: Time: 12:51:35 a charity 3613.08 appropriate a property Management Company as de?ned by the Companies (Fee and Duties) Order in force as at the date of this return (Note 2) and claims relief from payment of the annual fee. Dr (C) dormant as de?ned by the Companies (Fee and Duties) Order in force as at the date of this return (Note 2) and i) claims relief from payment of the annual return fee as the return date is between the 6th April 2007 and 5th April 2008, inclusive. TIER if . appropriate ii) pays the reduced annual return fee of ?85 as the return date is on or after the 6th April 2008 Or a qualifying members club EU as de?ned by the Companies (Fee and Duties) Order in force as at the date of this return (Note 1) and pays the reduced annual return fee of ?85 as the return date is on or after the November 2008 Please note, late ?ling fees are payable by every company, even those companies which claim exception from, or payment of the reduced annualreturn fee, if the annual return is delivered outside of the prescribed ?ling period. Presented By: Barclays Private Bank Trust(Isle of Man) Limited For Of?cia Use Only . 8 Mumsmuse Victoria Street, Douglas 145499-23;? lMi seas (Note 3) Isle of Man The Registrar of Companies has no duty to verify the contents of this form or that the Memorandum 8; Articles of the company provide authority with respect to the matters contained in . 2010 007012013001 Co No 007773V Form IMAR Registered Of?ce: Address: 3rd Floor; BarClaYS HOUSE Victoria Street (Note 4) Douglas Isle of Man Post Code: 1M1 2LE Registered Agent: Name: Barclays Private Bank Trust (Isle of Man) Limited (Note 5) Address: 3rd Floor, - Barclays House Victoria Street Douglas Isle of Man Post Code: 1M1 2LE List of Directors at the Return Date and of any changes since the last Return Date, or the date of incorporation or ?rst registration under the Act, whichever is the later: Name: Usual Business or Residential Address: Details and Date of Change: (Note 6) Barclays Wealth Directors (Isle of Man) Limited 3rd Floor, Barclays House Victoria Street Douglas, 1M1 2LE Isle of Man MOMSI atmaC-Q 3\ l2. A Continuation sheet is attached - No Co No 007773V Form IMAR ACCOUNTS DECLARATION I con?rm the company is keeping reliable accounting records which: (C) correctly explain the transactions of the company; and enable the ?nancial position of the company to be determined with reasonable accuracy at any time; and allow ?nancial statements to be prepared. Please delete this if it does not apply Dated: Full Name of Signatory: SW04 Maxi Wtf?zm text. on get-mm?! (Print Name) wedgth ?a 6mm? I) n3 Position Status I declare that to the best of my knowledge and belief, the information contained on this form is accurate and complete. Signed on behalf of the company by: MW (Authorised Signatod) QC mm?) Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Notes The annual return must be made up to the company?s return date. The company's return date means the anniversary of the company's incorporation. If the company has continued into the Isle of Man in under Section 162(3) Its annual return date will be the anniversary of its date of incorporation in If the company has re-registered under the provisions of Section 148, the company's annual return date will be the anniversary of its date of incorporation under the Companies Acts 1931-2004 and NOT its date of re-registration under the Companies Act 2006. The following are the de?nitions contained in the Companies (Fees and Duties) Order 2010 SD 0029/10: "charity" means a company which on its return date is registered as a charity under the Charities Registration Act 1989, or a company that is a wholly owned subsidiary of a charity; ?Class 4 licenceholder? means a person who holds a licence issued under section 7 of the Financial Services Act 2008 which permits that person to undertake Class 4 regulated activities corporate services; ?donnent? means a company which is administered by a Class 4 licencehoider and which has not undertaken any activity by way of business or othenvise, is not part of any group, has neither received income nor incurred expenditure other than any costs associated with the incorporation of the company and issue of its shares and has no assets other than those shares; "property management company" means a non-pro?t making company whose sole purpose is to receive regular payments from occupants of a residential property which are used by that company solely for its administration and the management,repair and maintenance of the common parts of that property;" "qualifying members' club" means a club or association: (3) which is constituted as a company limited by guarantee and not having a share capital; which is established to encourage the educational, recreational, social, sporting or other non?com mercial interests of its members; membership of which is based primarily upon payment of an annual subscription; such that any surplus receipts of income over expenditure arising in any accounting period must be used exclusively for the continuance or improvement of the club or association and the service it provides to its members; and where the majority of the activities of the club or association are based in the Isle of Man. The annual return must be presented by the company's registered agent. The registered of?ce of the company must be in the Isle of Man. The registered agent must hold a licence granted under the Fiduciary Services ACE 2000 and 2005 which does not exclude acting as registered agent. The date of every resignation or appointment must be stated. J. Co No 007773v Form IMAR THE COMPANIES ACT 2006 ANNUAL RETURN Pursuant to Section 85 Company Name I (full name of the company, Millington Limited including any suf?x) Eatum Date: 7th of December, 2013 I Note 1) -- nu ?tri?e. 131?,st I $1431 Tutuak The Company is: a charity TICK if appropriate a prOperty Management Company as de?ned by the Companies (Fee and Duties) Order in force as at the date of this return (Note 2) and claims relief from payment of the annual fee. Or dormant as de?ned by the Companies (Fee and Duties) Order in force as at the date of this return (Note 2) and i) claims relief from payment of the annual return fee as the return date is between the 6th April 2007 and 5th April 2008, inclusive. Tick if appropriate ii) pays the reduced annual return fee of ?85 as the return date is on or after the 6th April 2008 Or a qualifying members club EDD as de?ned by the Companies (Fee and Duties) Order in force as at the date of this return (Note 1) and pays the reduced annual return fee of ?85 as the return date is on or after the November 2008 Please note, late ?ling fees are payable by every company, even those companies which claim exception from, or Lpayment of the reduced annual return fee, if the annual return is delivered outside of the prescribed ?ling period. PresentEd Barclays Private Bank Trust(Is e of Man) Limited For Of?cia Use Only PO Box 48 3rd Floor, Barclays House Victoria Street, Douglas I mote 3) M99 1 Isle of Man The Registrar of Companies has no duty to verify the contents of this form or that the Memorandum Articles of the company provide authority with respect to the matters contained in 2010 CO No 007773V Form Registered Office: (Note 4) Address: 3rd Floorlr Barclays House Victoria Street Douglas Isle of Man Post Code: 1M1 2LE Registered Agent: (Note 5) Name: Barclays Private Bank Trust (Isle of Man) Limited Address: 3rd Floor, Barclays House Victoria Street Douglas Isle of Man Post Code: 1M1 2LE [List of Directors at the Return Date and of any changes since the last Retur or ?rst registration under the Act, whichever is the later: Date, or the date of incorporation Name: Usual Business or Residential Address: Details and Date of Change: (Note 6) Barclays Wealth Directors (Isle of 3rd Floor, Barclays House Man) Limited Victoria Street Douglas Isle of Man, 1M1 2LE A Continuation sheet is attached - No Co No (007773v Form IMAR Dated: (Pi-int ACCOUNTS DECLARATION 7 I con?rm the company is keeping reliable accounting records which: correctly explain the transactions of the company; and enable the ?nancial position of the company to be determined with reasonable accuracy at any time; and allow ?nancial statements to be prepared. Please delete this if it does not apply ?l Full Name of Signatory: And/air Hen/17 Wind 94-? I declare that to the best of my knowledge and belief, the information contained on this form is accurate and complete. Signed on behalf of the company by: Name) Position Status p" f??ythorlsed Signatory) .41 Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Notes The annual return must be made up to the company?s return date. The company?s return date means the anniversary of the company?s incorporation. If the company has continued into the Isle of Man in under Section 162(3) its annual return date will be the anniversary of its date of incorporation in If the company has re?registered under the incorporation under the Companies Acts 19 provisions of Section 148, the com 31-2004 and NOT its date of re-reg pany?s annual return date will be the anniversary of its date of istration under the Companies Act 2006. The following are the de?nitions contained in the Companies (Fees and Duties) Order 2010 SD 0029/10: ?charity? means a company which on its return date is registered as a charity under the Charities Registration Act 1989, or a company that is a wholly owned subsidiary of a Charity; ?Class 4 Iicenceholder" means a person who hold undertake Class 4 regulated activities 5 a licence issued under section 7 of the Financial - corporate services; Services Act 2008 which permits that person to ?dormant? means a company which is administered by a Class 4 licenceholder and which has not undertaken any activity by way of business or otherwise, is not part of any group, has neither received income nor incurred expenditure other than any costs associated with the incorporation of the company and issue of its shares and has no assets other than those shares; "property management company" means a non-pro?t makin residential property which are used by that company soier 9 company whose sole purpose is to receive regular payments from occupants of a for its administration and the management,repair and maintenance of the common parts of that property;" "qualifying members' club" means a club or association: which is constituted as a company limited by guarantee and not having a share capital; which is established to encourage the educational, recreational, social, sporting or other non-commercial interests of is members; membership of which is based primarily upon payment of an annual subscription; such that any surplus receipts of income over expenditure arising in any accounting period must be used exclusively for the continuance or improvement of the club or association and the service it provides to its members; and where the majority of the activities of the club 0r association are based in the Isle of Man. The annual return must be presented by the company's registered agent. The registered of?ce of the company must be in the Isle of Man. The registered agent must hold a licence granted under the Fiduciary Services Acts 2000 and 2005 which does not exclude acting as registered agent. The date of every resignation or appointment must be stated. t.?c?AN? 007773V I Form IM03 THE COMPANIES ACT 2006 NOTICE OF AMENDMENT OF MEMORANDUM ARTICLES OF ASSOCIATION Pursuant to Section 9 NOTE: This Form must?be accompanied by a restated Memorandum or Articles (as the case may be) incorporating the amendment(s) made. Company Name: I MILLINGTON LIMITED I. The above company has amended its: Memorandum by Resolution dated the 24?? day of 20M 2. Details of the amendment(s) made: Number 6 of the Company?s Memorandum of Association, ?Shares in the Company? be replaced with ?The Company shall be authorised to issue unlimited shares with a par value of ?1.00 each?. 02406201400044 Page of 2 co 007773V THE COMPANIES ACT 2006 Form Note: The Registrar of Companies has no duty to verify the contents of this form or that the Memorandum Articles of the company provide authority with respect to the matters contained in this form. For Of?cial Use only: Signed on behalf of the Company bybehalf of Barclays Wealth Directors (Isle of Man) Limited - Director Full Name of Signatory: Richard Daniel Mulhern (Print Name) Dated: 24 I 06 I 20M (dd) (mm) Page 2 of 2 ISLE OF MAN COMPANIES ACT 2006 MEMORANDUM OF ASSOCIATION OF MILLINGTON LIMITED A COMPANY LIMITED BY SHARES Name The name of the Company is MILLINGTON LIMITED. Type of Company - The Company is incorporated as a company limited by Shares. Registered Of?ce The address of the ?rst registered Of?ce of the Company is 3rd Floor, Barclays House, Victoria Street, Douglas, Isle of Man, 1M1 2LE. Registered Agent The name Of the ?rst registered agent of the Company is Barclays Private Bank Trust (Isle of Man) Limited Of 3rd Floor, Barclays House, Victoria Street, Douglas, Isle of Man, 2LE. Power and Capacity The Company has unlimited capacity to carry on or to undertake any business or activity, to do, or to be subject to, any act or to enter into any transaction. Shares in the Company The Company Shall be authorised to issue unlimited shares with a par value of?1.00 each. The shares in the Company shall be issued in pounds sterling. Amendment to Memorandum of Association or Articles of Association (13) Subject to paragraph 9(b) of this Memorandum of Association, the directors of the Company may, by resolution, amend the Memorandum of Association or Articles of Association of the Company. The directors of the Company shall not have power to amend the Memorandum of Association or Articles of Association of the Company. to restrict the rights or powers of the shareholders to amend the Memorandum of Association or Articles of Association of the Company; or (ii) to change the majority of the voting rights or shareholders required to be exercised in order to pass a resolution to amend the Memorandum of Association or Articles of Association of the Company; or in circumstances Where the Memorandum of Association or Articles of Association of the Company cannot be amended by the shareholders of the Company. Co No 007773V DATE ?41445:: 3% Form IMAR THE COMPANIES ACT 2006 ANNUAL RETURN Pursuant to Section 85 Company Name (full name of the company, Millington Limited including any suf?x) - 01512201400399 Return Date' 7th of December, 2014 (Note 1) The Company is: Tick if appropriate a charity as de?ned by the Companies (Fee and Duties) Order 2013 13) and claims relief from payment of the annual fee. Or an excepted company, as de?ned by the Companies (Fees and Duties) Order 2013 13) and pays reduced annual return fee of ?95. See Note 2 Please note, late ?ling fees are payable by every company, even those companies which claim exception from, or payment of the reduced annual return fee, if the annual return is delivered outside of the prescribed ?ling period. Registered Of?ce: Address: 3rd Floor, Barclays House Victoria Street (Note 3) Isle of Man Post Code: 1M1 2LE Presented BY: Barclays Trust Company (Isle of Man) Limited For of?cial Use Only PO Box 48 3rd Floor, Barclays House Vict0ria Street, Douglas IM99 1DF Isle of Man The Registrar of Companies has no duty to verify the contents of this form or that the Memorandum 8: Articles of the company provide authority with respect to the matters contained in this form. IMAR - February 2014 (Note 4) Co No 007773V Form IMAR Registered Agent: Name: Barclays Trust Company (Isle of Man) Limited (Note 5) Address: 3rd Floor, Barclays House Victoria Street Douglas Isle of Man Post Code: IM1 2LE List of Directors at the Return Date and of any changes since the last Return Date, or the date of incorporation or ?rst registration under the Act, whichever is the later: Name: Usual Business or Residential Address: Details and Date of Change: (Note 6) Barclays Wealth Directors (Isle of Man) Limited 3rd Floor, Barclays House Victoria Street Douglas Isle of Man, IM1 2LE Date Resigned: 08/08/14 Ian Kevin Crellin 3 St Catherine's Drive Douglas Isle of Man, IM1 43H Date Appointed: 08/08/14 Richard Daniel Mulhern 1 King Orry Place GanMe Isle of Man, 1M4 4EP Date Appointed: 08/08/14 A Continuation sheet is attached - Yes Co No 007773V Form IMAR ACCOUNTS DECLARATION I con?rm the company is keeping reliable accounting records which: (C) correctly explain the transactions of the company; and enable the ?nancial position of the company to be determined with reasonable accuracy at any time; and allow ?nancial statements to be prepared. Please delete this if it does not apply Dated: ql/ lQ-l/ 21-1 Full Name of Signatory: Q?k?w I declare that to the best of my knowledge and belief, the information contained on this form is accurate and complete. Signed on behalf of the company by: (Print Name) . I i i team, 6" m? Position Status (Authorise?d?Signatory) Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 The annuai return must be made up to the company?s return date. The company?s return date means the anniversary of the company?s incorporation. If the company has continued into the Isle of Man in under Section 162(3) its annual return date will be the anniversary of its date of incorporation in its original place of incorporation and NOT its date of continuation under the Companies Act 2006. If the company has re-registered under the provisions of Section 148, the company?s annual return date wili be the anniversary of its date of incorporation under the Companies Acts 1931-2004 and NOT its date of re-registration under the Companies Act 2006. The following are the de?nitions contained in the Companies (Fees and Duties) Order 2010 SD 0029;10: ?charity? means a company which on its return date is registered as a charity under the Charities Registration Act 1989, or a company that is a wholly owned subsidiary of a charity; "excepted" means a company that is either - a quali?ying members club; or a property management company; "property management company" means a non-pro?t making, non-trading company whose sole purpose is to receive regular payments from occupants of a residential property which are used by that company solely for its administration and the management, repair and maintenance of the common parts of that property;? "qualifying members' club" means a club or association: which is constituted as a company limited by guarantee and not having a share capital; which is established to encourage the educational, recreational, social, sporting or other non-commerciai interests of its members; membership of which is based primarily upon payment of an annual subscription; (cl) such that any surplus receipts of income over expenditure arising in any accounting period must be used exciusively for the continuance or improvement of the club or association and the service it provides to its members; and where the majority of the activities of the club or association are based in the Isle of Man. The registered of?ce of the company must be in the Isle of Man. The annual return must be presented by the company's registered agent. The registered agent must hold a licence granted under the Fiduciary Services Acts 2000 and 2005 which does not exclude acting as registered agent. The date of every resignation or appointment must be stated. Co No 007773V Form IMAR Continuation sheet for Directors page 1 of 1 FList of Directors at the Return Date and of any changes since the last Return Date, or the date of incorporation or ?rst registration under the Act, whichever is the later: Name: Usual Business or Residential Address: Details and Date of Change: (Note 6) Tracey McNair Nuttall Norquay Date Appointed: 08/08/14 7 Ballacollister Heights Laxey Isle Of Man, 1M4 7JW Manning, Margaret I a- From: Manning, Margaret Sent: 15 December 2014 17:49- To: McCauley, Angelina; Dunn, McCauley. Angelina Subject: BAGS 12-12-14 7773v 1285090 1275701: 36178:: 7'772v 1254561: (?380 ea) 1272090 (?20 re fm49) . Trade Purposed AR fee (?400) 380 MILLINJAC. 0077?73'?? ARM 380 BAC JAS ARM GBP 380 BAC A D-MC 127570-C ARM GBP 380 BAC 036178C ARM GBP 380 EAC STRU CO-MI 0077721! AR14 GBP 380 BAC 1254561: ARM GBP 1211212014 BAC 1211212014 BAC 1211212014 BAC 1211212014 BAC 1211212014 em: 1211212014 BAC . DOGODD 11H if 20 IPU FORMS 4 GBP FORM-400 IPO TRADE PURPOSES ANNUA GBP TRADE PURPOSES ANNUAL RETURN FILINGFEE 520094