# ARTICLES OF ASSOCIATION
Date: 1 September 2029
Parties: Kestrel Bioanalytics Ltd and its shareholders
## 1. Parties and purpose
These articles are adopted by Kestrel Bioanalytics Ltd (Company No. 15290417), registered office 6 Trinity Park, Cambridge CB3 0FA, as the company's bespoke articles under the Companies Act 2006, replacing the model articles to the extent stated here.
## 2. Money and rights
The issued capital is 700 ordinary A shares held by Priya Shah (400) and Owen Blake (300), each carrying one vote and equal dividends. The company may issue 100 non-voting B shares only with board and shareholder approval; rights must be stated in the allotment resolution and filed as required.
## 3. Duties and operation
A shareholder proposing to transfer shares must first offer them pro rata to the other holders by written transfer notice stating price and terms. The directors may refuse registration only on a permitted ground. Tag-along rights apply to a sale of more than 50%; drag-along applies after holders of 75% accept a bona fide offer, subject to the Companies Act.
## 4. Consent and management
The board has three directors, with a quorum of two. Directors must declare interests, may not vote where prohibited, and must exercise duties under the Companies Act. Board decisions are by majority; the chair has no casting vote. Shareholders may remove a director only through the statutory procedure.
## 5. Ending and remedies
General meetings receive the statutory notice, with quorum of two members present in person or by proxy. Written ordinary and special resolutions may be used where permitted. A 75% shareholder resolution is required for reserved matters including a new share class, material asset sale, borrowing above £250,000 or related-party transaction outside ordinary business.
## 6. Legal reservations
The directors may recommend final dividends only from distributable profits; interim dividends require reasonable accounts and equal treatment within a class. On winding up, creditors are paid first, then A shareholders share surplus pari passu and B holders receive only their stated entitlement.
## 7. Signatures
These articles are subject to mandatory provisions of the Companies Act 2006, the company's register and lawful court orders. They do not replace a shareholders' agreement. The subscribers adopt them on 1 September 2029 and the company will keep the required statutory records.