UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

Forthe month of November 2025

CommissionFile Number: 001-42160

NIPGroup Inc.

Rosenlundsgatan31

11863 Stockholm

Sweden

+468133700

(Addressof principal executive offices)

Indicateby check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

EXHIBITINDEX

SIGNATURE

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

Date:November 19, 2025

Exhibit99.1

NIPGroup Inc. to Hold Extraordinary General Meeting on December 29, 2025

ABUDHABI, United Arab Emirates, Nov 19, 2025 (GLOBE NEWSWIRE) — NIP Group Inc. (“NIP Group” or the“Company”) (NASDAQ: NIPG), a leading digital entertainment company, today announced that it will hold an extraordinary generalmeeting of shareholders (the “EGM”) at 8:00 p.m., Hong Kong time, on December 29, 2025 at 29/F, Entertainment Building, 30Queen’s Road Central, Central, Hong Kong.

Thepurpose of the EGM is for the Company’s shareholders to consider and, if thought fit, pass each of the proposed resolutions setforth in the notice of the EGM (the “EGM Notice”). The EGM Notice, which contains detailed proposals and additional informationregarding the EGM, and the form of proxy for the EGM are available on the Company’s website at https://ir.nipg.com/. Theboard of directors of the Company fully supports the proposed resolutions set out in the EGM Notice and recommends that shareholdersand holders of the Company’s American depositary shares (“ADSs”) vote in favor of these resolutions.

Theboard of directors of the Company has fixed the close of business on November 19, 2025 (Eastern time) as the record date (the “RecordDate”) for determining the shareholders entitled to receive notice of, and to vote at, the EGM or any adjourned or postponed meetingthereof. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attendand to vote at the EGM and any adjourned or postponed meeting thereof. Holders of record of the Company’s ADSs representing theCompany’s Class A ordinary shares at the close of business on the Record Date who wish to exercise their voting rights for theunderlying Class A ordinary shares must act through Citibank, N.A., the depositary of the Company’s ADS program.

Shareholdersand ADS holders may access the Company’s public filings free of charge at the Company’s investor relations website https://ir.nipg.com/,and on the SEC’s website www.sec.gov.

AboutNIP Group

NIPGroup (NASDAQ: NIPG) is a global digital entertainment company driving the evolution of gaming and esports. With a diversified ecosystemspanning esports teams, arenas and events, content and influencer networks, game publishing, and hospitality, we engage hundreds of millionsof fans and create immersive entertainment experiences. Operating across Europe, the Middle East, Asia and the Americas, we collaboratewith leading gaming companies to push the boundaries of interactive entertainment and bring gaming to new audiences worldwide.

SafeHarbor Statements

Thispress release contains statements that constitute “forward-looking” statements. These statements are made under the “safeharbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identifiedby terminology such as “will,” “expects,” “anticipates,” “aims,” “future,”“intends,” “plans,” “believes,” “estimates,” “likely to” or other similarexpressions. Among other things, the business outlook and quotations from management in this press release, as well as NIP Group’sstrategic and operational plans, contain forward-looking statements. NIP Group may also make written or oral forward-looking statementsin its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders,in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statementsthat are not historical facts, including but not limited to statements about NIP Group’s beliefs, plans and expectations, are forward-lookingstatements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differmaterially from those contained in any forward-looking statement, including but not limited to the following: NIP Group’s growthstrategies; its future business development, results of operations and financial condition; its ability to maintain and enhance the recognitionand reputation of its brand; developments in the relevant governmental laws, regulations, policies toward NIP Group’s industry;and general economic and business conditions globally and in the countries or regions where NIP Group has operations; and assumptionsunderlying or related to any of the foregoing. Further information regarding these and other risks is included in NIP Group’s filingswith the SEC. All information provided in this press release is as of the date of this press release, and NIP Group undertakes no obligationto update any forward-looking statement, except as required under applicable law.

Forinvestor and media inquiries, please contact:

NIPGroup Inc.

InvestorRelations: ir@nipgroup.gg

PublicRelations: pr@nipgroup.gg

Exhibit 99.2

NIPGROUP INC.

(Incorporatedin the Cayman Islands with limited liability)

(NasdaqTicker: NIPG)

NOTICEOF EXTRAORDINARY GENERAL MEETING

tobe held on December 29, 2025

(orany adjourned or postponed meeting thereof)

NOTICEIS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of NIP Group Inc. (the “Company”)will be held at 29/F, Entertainment Building, 30 Queen’s Road Central, Central, Hong Kong on December 29, 2025 at 8:00 PM (HongKong time), and at any adjourned or postponed meeting thereof. Shareholders may also attend the meeting virtually via Zoom conferencecall at https://zoom.us/j/97251743237 (Meeting ID: 972 5174 3237). Holders of the Company’s ordinary shares will receivethe meeting passcode together with this notice and the accompanying proxy form.

TheEGM will be held for the purpose of considering and, if thought fit, passing the following resolutions:

Resolution1:

ASA SPECIAL RESOLUTION:

THAT,subject to the passing of Resolution 2, the Company’s authorized share capital be amended FROM US$200,000 divided into 2,000,000,000shares comprising (i) 1,847,982,728 Class A ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”),(ii) 98,567,748 Class B1 ordinary shares of a par value of US$0.0001 each (the “Class B1 Ordinary Shares”), and (iii)53,449,524 Class B2 ordinary shares of a par value of US$0.0001 each (the “Class B2 Ordinary Shares” and, collectivelywith the Class B1 Ordinary Shares, the “Class B Ordinary Shares”), each of such class or classes (however designated)as the Company’s board of directors may determine in accordance with the memorandum and articles of association of the Companythen in effect TO US$200,000 divided into 2,000,000,000 shares comprising (i) 1,756,459,263 Class A Ordinary Shares, (ii) 148,331,658Class B1 Ordinary Shares, and (iii) 95,209,079 Class B2 Ordinary Shares, each of such class or classes (however designated) as the Company’sboard of directors may determine in accordance with the memorandum and articles of association of the Company then in effect, by (a)re-designating and re-classifying 49,763,910 of the authorized but unissued Class A Ordinary Shares as Class B1 Ordinary Shares, and(b) re-designating and re-classifying 41,759,555 of the authorized but unissued Class A Ordinary Shares as Class B2 Ordinary Shares.

Resolution2:

ASA SPECIAL RESOLUTION:

THATthe Ninth Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated by thedeletion in their entirety and by the substitution in their place of the Tenth Amended and Restated Memorandum and Articles of Associationin the form attached hereto as Exhibit A to reflect the proposed amendments set out in the foregoing Resolution 1.

Resolution3:

ASAN ORDINARY RESOLUTION:

THAT(i) the Company give, make, sign, execute and deliver all such agreements, letters, notices, certificates, acknowledgements, instructionsand other documents (whether of a like nature or not) in relation to the matters contemplated in the foregoing resolutions as may beconsidered necessary or desirable by any director or officer of the Company for the purpose of the coming into effect of or otherwisegiving effect to, consummating or completing or procuring the performance and completion of all or any of the matters described in theforegoing resolutions, and (ii) any one director or officer or the registered office provider of the Company be and is hereby authorizedto take any and every action that might be necessary, appropriate, or desirable to give effect to the foregoing resolutions as such directoror officer or the registered office provider, in his/her/its absolute discretion, thinks fit, including but not limited to, attendanceon any filing or registration procedures for and on behalf of the Company in the Cayman Islands.

Inaddition, the EGM will transact any other business properly brought before it.

Theresolutions put to the vote at the EGM will be decided by poll.

Theboard of directors of the Company has fixed the close of business on November 19, 2025 (Eastern time) as the record date (the “RecordDate”) for determining the shareholders entitled to receive notice of, and to vote at, the EGM or any adjourned or postponedmeeting thereof.

Holdersof record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attend and to vote at theEGM and any adjourned or postponed meeting thereof. A holder of the Company’s ordinary shares entitled to attend and to vote atthe EGM is entitled to appoint one or more proxies to attend the EGM and, on a poll, vote instead of him. A proxy need not also be aholder of the Company’s ordinary shares.

Holdersof record of the Company’s American depositary shares (“ADSs”), each representing two Class A Ordinary Shares,at the close of business on the Record Date who wish to exercise their voting rights for the underlying Class A Ordinary Shares mustgive voting instructions to Citibank, N.A., the depositary of the Company’s ADS program.

Yourvote is important. You are urged to complete, sign, date, and return the accompanying proxy form to us (for holders of the Company’sordinary shares) or your voting instructions to Citibank, N.A. (for holders of the Company’s ADSs) as promptly as possible andbefore the prescribed deadline if you wish to exercise your voting rights. We must receive the proxy form by no later than 8:00 PM, HongKong time, on December 27, 2025 at No. 26, Gaoxin 2nd Road, East Lake High-tech Development Zone, Wuhan, Hubei, The People’s Republicof China, Attention: Investor Relations Department, or by email to ir@nipgroup.gg, to ensure your representation at the EGM; Citibank,N.A. must receive your voting instructions by the time and date specified in the ADS voting instruction card to enable the votes attachingto the Class A Ordinary Shares represented by your ADSs to be cast at the EGM.

Theappointment of a proxy shall not preclude a holder of the Company’s ordinary shares from attending and voting at the EGM or anyadjourned or postponed meeting thereof.

Shareholdersand ADS holders may access the Company’s public filings free of charge at the Company’s investor relations website https://ir.nipg.com/,and on the SEC’s website www.sec.gov.

ExhibitA

THECOMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS

EXEMPTEDCOMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED

MEMORANDUMAND ARTICLES OF ASSOCIATION

OF

NIPGROUP INC.

THECOMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS

EXEMPTEDCOMPANY LIMITED BY SHARES

TENTHAMENDED AND RESTATED

MEMORANDUMOF ASSOCIATION

OF

NIPGROUP INC.

(adoptedby Special Resolution passed on [●])

THECOMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS

EXEMPTEDCOMPANY LIMITED BY SHARES

TENTHAMENDED AND RESTATED

ARTICLESOF ASSOCIATION

OF

NIPGROUP INC.

(adoptedby Special Resolution passed on [●])

CONTENTS

Theregulations contained or incorporated in Table A in the First Schedule to the Companies Act shall not apply to the Company and theseArticles shall apply in place thereof.

Unlessthe contrary intention appears, in these Articles:

TheDirectors may appoint any person to act as a service provider to the Company and may delegate to any such service provider any of thefunctions, duties, powers and discretions available to them as Directors, upon such terms and conditions (including as to the remunerationpayable by the Company) and with such powers of sub-delegation, but subject to such restrictions, as they think fit.

savethat the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to theextent that it may affect the ability of the Company to carry out a conversion of Class B Shares pursuant to Article ‎6.3.

and,for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued.

Subjectto the provisions of the Companies Act, the Company may pay a commission or brokerage in connection with the subscription for or issueof any Shares. The Company may pay the commission or brokerage in cash or by issuing fully or partly paid Shares or by a combinationof both.

TheCompany shall not issue Shares to bearer.

TheDirectors may issue fractions of a Share of any Class, and, if so issued, a fraction of a Share (calculated to such decimal points asthe Directors may determine) shall be subject to and carry the corresponding fraction of liabilities (whether with respect to any unpaidamount thereon, contribution, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including,without limitation, voting and participation rights) and other attributes of a whole Share of the same Class. If more than one fractionof a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

Atany general meeting of the Company convened to consider any Special Resolution, the voting power permitted to be exercised by the holdersof Class B Shares shall be weighted in respect of such Special Resolution such that the Class B Shares shall be entitled to exercise,in the aggregate, sixty-seven per cent. (67%) of the voting power of all Members entitled to receive notice of, attend and vote at anysuch general meeting of the Company.

forthe avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on any ofClass B1 Shares to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition under thisclause (i) unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in a third party,which is neither an Affiliate of such holder nor another holder of the same class of Shares or an Affiliate of such another holder, holdingdirectly or indirectly beneficial ownership or voting power through voting proxy or otherwise to the related Class B1 Shares, in whichcase all the related Class B1 Shares shall be automatically converted into the same number of Class A Shares; or

forthe avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on the issuedand outstanding voting securities or the assets of a holder of Class B1 Shares that is an entity to secure contractual or legal obligationsshall not be deemed as a sale, transfer, assignment or disposition under this clause (b) unless and until any such pledge, charge, encumbranceor other third party right is enforced and results in a third party, which is neither an Affiliate of such holder nor another holderof the same class of Shares or an Affiliate of such another holder, holding directly or indirectly beneficial ownership or voting powerthrough voting proxy or otherwise to the related issued and outstanding voting securities or the assets.

forthe avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on any ofClass B2 Shares to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition under thisclause (i) unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in a third party,which is neither an Affiliate of such holder nor another holder of the same class of Shares or an Affiliate of such another holder, holdingdirectly or indirectly beneficial ownership or voting power through voting proxy or otherwise to the related Class B2 Shares, in whichcase all the related Class B2 Shares shall be automatically converted into the same number of Class A Shares; or

forthe avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on the issuedand outstanding voting securities or the assets of a holder of Class B2 Shares that is an entity to secure contractual or legal obligationsshall not be deemed as a sale, transfer, assignment or disposition under this clause (b) unless and until any such pledge, charge, encumbranceor other third party right is enforced and results in a third party, which is neither an Affiliate of such holder nor another holderof the same class of Shares or an Affiliate of such another holder, holding directly or indirectly beneficial ownership or voting powerthrough voting proxy or otherwise to the related issued and outstanding voting securities or the assets.

Saveand except for voting rights and conversion rights as set out in this Article ‎6, Class A Shares, the Class B1 Shares andthe Class B2 Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.

Forthe purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment of a meeting, or Membersentitled to receive payment of any dividend or distribution, or in order to make a determination of Members for any other proper purpose,the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any caseexceed thirty (30) days.

Inlieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrear a date as the record date for anysuch determination of Members entitled to notice of or to vote at a meeting of the Members, and for the purpose of determining the Membersentitled to receive payment of any dividend or distribution, or in order to make a determination of Members for any other purpose.

Ifthe Register of Members is not closed and no record date is fixed for the determination of Members entitled to notice of, or to voteat, a meeting of Members or Members entitled to receive payment of a dividend or distribution, the date on which notice of the meetingis sent or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the recorddate for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as providedin this Article, such determination shall apply to any adjournment of that meeting.

Subjectto the Companies Act, the requirements of (to the extent applicable) the Exchange Rules and/or the Exchange, and these Articles, everyperson, upon becoming the holder of a certificated Share is entitled, without charge, to one certificate for all the certificated Sharesof a Class in his name, or in the case of certificated Shares of more than one Class being registered in his name, to a separate certificatefor each Class of Shares, unless the terms of issue of the Shares provide otherwise.

Sharecertificates, if any, shall be in such form as the Directors may determine and shall be signed by one or more Directors or other personauthorised by the Directors. The Directors may authorise share certificates to be issued with the authorised signature(s) affixed bymechanical process. All share certificates shall be consecutively numbered or otherwise identified and shall specify the number and Classof Shares to which they relate and the amount paid up thereon or the fact that they are fully paid, as the case may be. All share certificatessurrendered to the Company for transfer shall be cancelled and subject to these Articles no new certificate shall be issued until theformer certificate evidencing a like number of relevant Shares shall have been surrendered and cancelled. Where only some of the certificatedShares evidenced by a share certificate are transferred, the old certificate shall be surrendered and cancelled and a new certificatefor the balance of the certificated Shares shall be issued in lieu without charge.

Ifthe Company issues a share certificate in respect of certificated Shares held jointly by more than one person, delivery of a single sharecertificate to one joint holder shall be a sufficient delivery to all of them.

Ifa share certificate is defaced, worn-out or alleged to have been lost, stolen or destroyed, a new share certificate shall be issued onthe payment of such expenses reasonably incurred by the Company and the person requiring the new share certificate shall first surrenderthe defaced or worn-out share certificate or give such evidence of the loss, theft or destruction of the share certificate and such indemnityto the Company as the Directors may require.

Wherethe arrangements described in this Article ‎10 are implemented, no provision of these Articles shall apply or have effect to theextent that it is in any respect inconsistent with:

Notwithstandinganything contained in these Articles (but subject always to the Companies Act, any other applicable laws and regulations and the facilitiesand requirements of any Relevant System):

TheDirectors may permit Shares of any Class to be represented by Depository Interests and to be transferred or otherwise dealt with by meansof a Relevant System and may revoke any such permission.

Wherethe arrangements described in this Article ‎11 are implemented, no provision of these Articles shall apply or have effect to theextent that it is in any respect inconsistent with:

Sharesin a particular Class shall not form a separate Class of Shares from other Shares in that Class because they are dealt with as DepositoryInterests.

Thejoint holders of a Share shall be jointly and severally liable to pay all calls in respect of it.

lfthe whole of the sum payable in respect of any call is not paid by the day it becomes due and payable, the person from whom it is dueshall pay all costs, charges and expenses that the Company may have incurred by reason of such non-payment, together with interest onthe unpaid amount from the day it became due and payable until it is paid at the rate fixed by the terms of the allotment of the Shareor in the notice of the call or, if no rate is fixed, at such rate as the Directors shall determine. The Directors may waive paymentof such costs, charges, expenses or interest in whole or in part.

Subjectto the allotment terms, the Directors may make arrangements on or before the issue of Shares to differentiate between the holders ofShares in the amounts and times of payment of calls on their Shares.

Unlessthe Directors decide otherwise, no Member shall be entitled to receive any dividend or to be present or vote at any meeting or to exerciseany right or privilege as a Member until he has paid all calls due and payable on every Share held by him, whether alone or jointly withany other person, together with interest and expenses (if any) to the Company.

Anysum payable in respect of a Share on allotment or at any fixed date, whether in respect of the nominal value of the Share or by way ofpremium or otherwise or as an instalment of a call, shall be deemed to be a call. lf such sum is not paid, these Articles shall applyas if it had become due and payable by virtue of a call.

Whena Share has been forfeited, the Company shall give notice of the forfeiture to the person who was before forfeiture the holder of theShare or the person entitled by transmission to the Share. An entry that such notice has been given and of the fact and date of forfeitureshall be made in the Register of Members. Notwithstanding the above, no forfeiture will be invalidated by any omission to give such noticeor make such entry.

Astatutory declaration by a Director or any other officer that a Share has been forfeited on a specified date shall be conclusive evidenceof the facts stated in it against all persons claiming to be entitled to the Share. The declaration shall (subject to the execution ofany necessary instrument of transfer) constitute good title to the Share. The person to whom the Share is disposed of shall not be boundto see to the application of the consideration (if any) given for it on such disposal. His title to the Share will not be affected byany irregularity in, or invalidity of, the proceedings connected with the forfeiture or disposal.

Subjectto these Articles, a Member may transfer all or any of his Shares:

Nofee shall be charged for the registration of a transfer of a Share or other document relating to or affecting the title to any Share.

Nothingin these Articles shall preclude the Directors from recognising the renunciation of any Share by the allottee thereof in favour of someother person.

Notransfer shall be made to an infant or to a person of whom an order has been made by competent court or official on the grounds thathe is or may be suffering from mental disorder or is otherwise incapable of managing his affairs or under other legal disability.

Thetransferor shall be deemed to remain the holder of the Share transferred until the name of the transferee is entered in the Registerof Members in respect of that Share.

Ifa Member dies, becomes bankrupt, commences liquidation or is dissolved, the only person that the Company will recognise as having anytitle to, or interest in, that Member’s Share (other than the Member) are:

butnothing in these Articles releases the estate of a deceased Member, or any other successor by operation of law, from any liability inrespect of any Share held by that Member solely or jointly.

Anyperson becoming entitled to a Share as a result of the death, bankruptcy, liquidation or dissolution of a Member (or in any other waythan by transfer) may, upon such evidence being produced as may from time to time be required by the Directors, elect either to becomeregistered as the holder of the Share or nominate another person to be registered as the holder of that Share. If he elects to be registeredas the holder of the Share himself, he shall give written notice to the Company to that effect. If he elects to have some other personregistered as the holder of the Share, he shall:

Aperson becoming entitled to a Share by reason of the death, bankruptcy, liquidation or dissolution of a Member (or in any other casethan by transfer) shall be entitled to the same Dividends and other rights to which he would be entitled if he were the registered holderof the Share. However, the person shall not, before being registered as a Member in respect of the Share, be entitled in respect of itto attend or vote at any meeting of the Company and the Directors may at any time give notice requiring any such person to elect eitherto be registered himself or to have some person nominated by him registered as the holder (and the Directors shall, in either case, havethe same right to refuse registration as they would have had in the case of a transfer of the Share by that Member before his death,bankruptcy, liquidation or dissolution, as the case may be). If the notice is not complied with within ninety (90) days the Directorsmay withhold payment of all Dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice havebeen complied with.

Anyfinancial assistance given by the Company in connection with a purchase made or to be made by any person of any Shares or Interests inShares in the Company shall only be made in accordance with the Companies Act, applicable law and the Exchange Rules (where applicable).

TheCompany shall be entitled to charge a fee not exceeding one U.S. dollar (US$1.00) on the registration of every probate, letters of administration,certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.

Subjectto the Companies Act, if at any time the share capital of the Company is divided into different Classes of Shares, all or any of therights attached to any Class of Shares may be varied in such manner as those rights may provide or, if no such provision is made either:

TheDirectors may treat two or more or all of the Classes of Shares as forming one class of Shares if the Directors consider that such Classesof Shares would be affected by the proposed variation in the same way.

Therights attached to any Class of Shares are not taken to be varied by:

Theprovisions of these Articles relating to general meetings of the Company shall apply mutatis mutandis to any Class meeting, except that(i) the quorum shall be one or more Members that together hold at least one-third of the Shares of that Class and (ii) subject to Article‎19.1, no separate class meeting shall be required to be held to facilitate the votes of the holders of a Class B Share at a generalmeeting (including for the purpose of passing an Ordinary Resolution or a Special Resolution).

Exceptas otherwise expressly provided by these Articles or as required by law or as ordered by a court of competent jurisdiction, the Company:

TheCompany shall have a first and paramount lien on all Shares registered in the name of a Member (whether solely or jointly with others).The Company’s lien on a Share extends to any amount payable in respect of it, including but not limited to dividends. The Company’slien on a Share is released if a transfer of that Share is registered.

TheCompany may sell, on such terms and in such manner as the Directors think fit, any Share on which the Company has a lien, if a sum inrespect of which the lien exists is presently payable, and is not paid within fourteen (14) clear days after notice has been given bythe Company to the holder of the Share (or to any other person entitled by transmission to the Shares) demanding payment of that amountand giving notice of intention to sell the Share if such payment is not made.

Thenet proceeds of a sale made under a lien after payment of costs, shall be applied in payment of such part of the amount in respect ofwhich the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existedupon the Shares before the sale) be paid to the person who was entitled to the Shares immediately prior to the sale.

TheCompany shall account to the Member or other person entitled to such Share for the net proceeds of such sale by carrying all monies inrespect of the sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such Member or otherperson in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or investedas the Directors may think fit. No interest shall be payable to such Member or other person in respect of such monies and the Companyshall not be required to account for any money earned on them.

Subjectto the provisions of the Companies Act and to any rights attached to any Shares, the Company may by Special Resolution reduce its sharecapital, any capital redemption reserve, any share premium account or any other undistributable reserve in any way.

TheDirectors may convene a general meeting of the Company whenever the Directors think fit, and must do so if required to do so pursuantto a valid Members’ requisition. The Company may (but shall not be obliged to) in each calendar year hold a general meeting asits annual general meeting and shall specify the meeting as such in the notices calling it. At these meetings the report of the Directors(if any) shall be presented. The annual general meeting shall be held at such time and place as may be determined by the Directors. TheChairman or a majority of the Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed toconvene a general meeting of the Company.

AMembers’ requisition is a requisition of Members of the Company holding, at the date of deposit of the requisition at the RegisteredOffice, not less than one-third of all votes attaching to the issued Shares in the Company entitled to vote at the general meeting.

Theaccidental omission to send or give notice of meeting or, in cases where it is intended that it be sent out or given with the notice,an instrument of proxy or other document to, or the non-receipt of any such item by, any person entitled to receive such notice shallnot invalidate the proceedings at that meeting.

Nobusiness may be transacted at a general meeting unless a quorum is present. A quorum is those Members present in person or by proxy orby a duly authorised representative holding shares entitled to vote on the business to be transacted which represent not less than one-thirdof all votes, unless the Company has only one Member in which case that Member alone constitutes a quorum The absence of a quorum willnot prevent the appointment of a chairman of the meeting. Such appointment shall not be treated as being part of the business of themeeting.

Ageneral meeting may be held by means of any telephone, electronic or other communications facilities that permit all persons in the meetingto communicate with each other and participation in such a meeting shall constitute presence in person at such meeting. Unless otherwisedetermined by resolution of the Members present, the meeting shall be deemed to be held at the place where the chairman is physicallypresent.

Ifwithin thirty (30) minutes after the time appointed for a general meeting a quorum is not present (or if during such a meeting a quorumceases to be present), the meeting:

Thechairman shall take such action or give directions for such action to be taken as he thinks fit to promote the orderly conduct of thebusiness of the meeting. The chairman’s decision on points of order, matters of procedure or arising incidentally from the businessof the meeting shall be final as shall be his determination as to whether any point or matter is of such a nature.

EachDirector shall be entitled to attend and speak at any general meeting of the Company. The chairman may invite any person to attend andspeak at any general meeting of the Company where he considers that this will assist in the deliberations of the meeting.

Thechairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meetingfrom time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business leftunfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for fourteen (14) days or more,notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give anysuch notice.

Atany general meeting a resolution put to the vote of the meeting must be decided on a poll vote.

Ifthere is an equality of votes on a poll, the chairman is not entitled to a second or casting vote in addition to any other vote he mayhave or be entitled to exercise.

Aresolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all Members for the timebeing entitled to receive notice of and to attend and vote at general meetings of the Company shall be as valid and effective as if theresolution had been passed at a general meeting of the Company duly convened and held. A resolution in writing is adopted when all Membersentitled to do so have signed it.

Noperson shall be entitled to vote at any general meeting unless he is registered as a Member in the Register of Members on the recorddate for such meeting.

Ifa Share is held jointly and more than one of the joint holders votes in respect of that Share, only the vote of the joint holder whosename appears first in the Register of Members in respect of that Share counts.

AMember of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in matters concerning mental disorder,may vote a poll by his receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such receiver,curator bonis or other person may vote by proxy.

Unlessthe Directors decide otherwise, no Member shall be entitled to be present or vote at any general meeting either personally or by proxyuntil he has paid all calls due and payable on every Share held by him whether alone or jointly with any other person together with interestand expenses (if any) to the Company.

Theinstrument appointing a proxy may be in any usual or common form (or in any other form approved by the Directors or prescribed by theExchange) and may be expressed to be for a particular general meeting (or any adjournment of a general meeting) or generally until revoked.

Theinstrument appointing a proxy shall be deemed (unless the contrary is stated in it) to confer authority to demand or join in demandinga poll and to vote, on a poll, on a resolution as a motion or an amendment of a resolution put to, or other business which may properlycome before, the meeting or meetings for which it is given or any adjournment of any such meeting, as the proxy thinks fit.

Theinstrument appointing a proxy and any authority under which it is executed shall be deposited at the Registered Office or at such otherplace as is specified in the notice convening the meeting (or in any instrument of proxy sent out by the Company) prior to the time setout in such notice or instrument (or if no such time is specified, no later than forty-eight (48) hours before the time appointed forholding the meeting or adjourned meeting). Notwithstanding the foregoing, the chairman may, in any event, at his discretion, direct thatan instrument of proxy shall be deemed to have been duly deposited.

Inrelation to any Shares which are held by means of a Relevant System, the Directors may from time to time permit appointments of a proxyto be made by means of an electronic communication in the form of an Uncertificated Proxy Instruction. The Directors may in a similarmanner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means. TheDirectors may in addition prescribe the method of determining the time at which any such properly authenticated dematerialised instruction(and/or other instruction or notification) is to be treated as received by the Company or such participant. Notwithstanding any otherprovision in these Articles, the Directors may treat any such Uncertificated Proxy Instruction which purports to be or is expressed tobe sent on behalf of a holder of a Share as sufficient evidence of the authority of the persons sending that instruction to send it onbehalf of the holder.

Votesgiven in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principalor revocation of the instrument of proxy or of the authority under which the instrument of proxy was executed, or the transfer of theShare in respect of which the proxy is appointed unless notice in writing of such death, insanity, revocation or transfer was receivedby the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which the proxy voted.

Acorporation which is a Member may, by resolution of its directors or other governing body, authorise such person as it thinks fit toact as its representative at any meeting of the Company or at any separate meeting of the holders of any Class of Shares. Any personso authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’sholdings to which the authority relates) as the corporation could exercise if it were an individual Member. The corporation shall forthe purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present at it. Allreferences in these Articles to attendance and voting in person shall be construed accordingly. A Director, the Secretary or some otherperson authorised for the purpose by a Director may require the representative to produce a certified copy of the resolution so authorisinghim or such other evidence of his authority reasonably satisfactory to such person before permitting him to exercise his powers.

Ifa Clearing House or a Depository (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fitto act as its representatives at any meeting of the Company or at any separate meeting of the holders of any Class of Shares providedthat, if more than one person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which eachsuch representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been dulyauthorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing Houseor the Depository (or its nominee(s)) as if such person was the registered holder of the Shares of the Company held by the Clearing Houseor the Depository (or its nominee(s)).

Avote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previoustermination of the authority of the person voting or demanding a poll, unless notice of the termination was received by the Company atthe Registered Office, or at such other place at which the instrument of proxy was duly deposited, or, where the appointment of proxywas contained in an electronic communication, at the address at which such appointment was duly received, at least one hour before thecommencement of the meeting or adjourned meeting at which the vote Is given or the poll demanded or (in the case of a poll not takenon the same day as the meeting or adjourned meeting) at least one hour before the time appointed for taking the poll.

Sharesthat are beneficially owned by the Company shall not be voted, directly or indirectly, at any general meeting or Class meeting (as applicable)and shall not be counted in determining the total number of outstanding Shares at any given time.

Everyperson acting as an alternate Director shall be an officer of the Company, shall alone be responsible to the Company for his own actsand defaults and shall not be deemed to be the agent of the Director appointing him.

Analternate Director shall (subject to his giving to the Company an address at which notices may be served on him) be entitled to receivenotice of all meetings of the Directors and all committees of the Directors of which his appointor is a member and, in the absence fromsuch meetings of his appointor, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities ofhis appointor (other than the power to appoint an alternate Director). A Director acting as alternate Director shall have a separatevote at Directors’ meetings for each Director for whom he acts as alternate Director, but he shall count as only one for the purposeof determining whether a quorum is present.

Analternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements with the Company andto be repaid expenses and to be indemnified in the same way and to the same extent as a Director. However, he shall not be entitled toreceive from the Company any fees for his services as alternate, except only such part (if any) of the fee payable to his appointor assuch appointor may by notice in writing to the Company direct. Subject to this Article, the Company shall pay to an alternate Directorsuch expenses as might properly have been paid to him if he had been a Director.

Allcheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Companyshall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine.

TheDirectors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salariedoffice or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums forthe purchase or provision of any such gratuity, pension or allowance.

TheDirectors may from time to time at their discretion exercise all the powers of the Company to borrow money and to mortgage or chargeall or any part of its undertaking and property and to issue debentures, debenture stock, mortgages, bonds and other such securitieswhether outright or as security for any debt, liability or obligation of the Company or of any third party.

Subjectto the provisions of these Articles, the Directors may regulate their proceedings as they think fit.

Questionsarising at any Directors’ meeting shall be decided by more than two-thirds of votes. In the case of an equality of votes (if relevant),the chairman shall not have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence ofhis appointor to a separate vote on behalf of his appointor in addition to his own vote.

ADirector or an alternate Director may, or any other officer of the Company at the request of a Director or alternate Director shall,call a meeting of the Directors by not less than twenty-four (24) hours’ notice. Notice of a meeting of the Directors must specifythe time and place of the meeting and the general nature of the business to be considered, and shall be deemed to be given to a Directorif it is given to him personally or by word of mouth or sent in writing to his last known address given to the Company by him for suchpurpose or given by electronic communications to an address for the time being notified to the Company by the Director. A Director maywaive the requirement that notice of any Directors’ meeting be given to him, either at, before or after the meeting.

ADirector or alternate Director who attends any Directors’ meeting waives any objection that he or she may have to any failure togive notice of that meeting. The accidental failure to give notice of a Directors’ meeting to, or the non-receipt of notice by,any person entitled to receive notice of that meeting does not invalidate the proceedings at that meeting or any resolution passed atthat meeting.

Nobusiness shall be transacted at any meeting of the Directors unless a quorum is present. The quorum shall be a majority of Directorsthen in office, which shall include each Director who is also a holder (either directly or indirectly) of Class B Shares; provided, however,a quorum shall nevertheless exist at a meeting at which a quorum would exist but for the fact that any Director who is also a holder(either directly or indirectly) of Class B Shares is voluntarily absent from the meeting and notifies the Board of his decision to beabsent from that meeting, before or at the meeting. A Director represented by proxy or by an alternate Director at any meeting shallbe deemed to be present for the purposes of determining whether or not a quorum is present.

Thecontinuing Directors or sole continuing Director may act notwithstanding any vacancies in their number, but if the number of Directorsis less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies inthat number, or for calling a general meeting of the Company.

TheDirectors may elect a chairman of their board and determine the period for which he is to hold office, but if no such chairman is elected,or if at any meeting the chairman is not present within five minutes after the time appointed for the meeting, the Directors presentmay appoint one of their number to be chairman of the meeting.

Allacts done by a meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall,notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or alternate Director, orthat they or any of them were disqualified from holding office (or had vacated office) or were not entitled to vote, be as valid as ifevery such person had been duly appointed and qualified to be a Director or alternate Director as the case may be and had been entitledto vote.

Ameeting of the Directors (or committee of Directors) may be held by means of any telephone, electronic or such other communications facilitiesthat permit all persons in the meeting to communicate with each other simultaneously and instantaneously and participation in such ameeting shall constitute presence in person at such meeting. Unless otherwise determined by the Directors the meeting shall be deemedto be held at the place where the chairman is physically present.

Aresolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternateDirector being entitled to sign such a resolution on behalf of his appointor) shall be as valid and effective as if it had been passedat a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. A resolution in writing is adoptedwhen all the Directors (whether personally, by an alternate Director or by a proxy) have signed it.

ADirector but not an alternate Director may be represented at any meeting of the Directors by a proxy appointed in writing by him. Theproxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.The authority of any such proxy shall be deemed unlimited unless expressly limited in the written instrument appointing him.

ADirector (or alternate Director) present at a meeting of Directors is taken to have cast a vote in favour of a resolution of the Directorsunless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with thechairman or secretary of the meeting before the adjournment of the meeting or shall forward such dissent by registered post to such personimmediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of a resolutionof the Directors.

TheDirectors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all resolutionsand proceedings at general and Class meetings of the Company and meetings of the Directors or committees of the Directors, includingthe names of the Directors or alternate Directors present at each meeting.

TheDirectors may:

Acommittee to which any powers, authorities and discretions have been delegated under the preceding Article must exercise those powers,authorities and discretions in accordance with the terms of delegation and any other regulations that may be imposed by the Directorson that committee. The proceedings of a committee of the Directors must be conducted in accordance with any regulations imposed by theDirectors, and, subject to any such regulations, to the provisions of these Articles dealing with proceedings of Directors insofar asthey are capable of applying.

TheDirectors may delegate to a Director holding executive office any of its powers, authorities and discretions for such time and on suchterms and conditions as it shall think fit. The Directors may grant to a Director the power to sub-delegate, and may retain or excludethe right of the Directors to exercise the delegated powers, authorities or discretions collaterally with the Director. The Directorsmay at any time revoke the delegation or alter its terms and conditions.

Subjectto Articles ‎29.2‎(c) and ‎29.3: (i) the Directors may appoint such officers (including a Secretary) as they consider necessaryon such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal asthe Directors think fit, and (ii) unless otherwise specified in the terms of his appointment an officer may be removed from that officeby resolution of the Directors or by Ordinary Resolution.

TheCompany shall pay to the Directors (but not alternate Directors) for their services as Directors such aggregate amount of fees as theDirectors may decide. The aggregate fees shall be divided among the Directors in such proportions as the Directors may decide or, ifno decision is made, equally. A fee payable to a Director pursuant to this Article shall be distinct from any salary, remuneration orother amount payable to him pursuant to other provisions of these Articles and accrues from day to day.

ADirector may also be paid all travelling, hotel and other expenses properly incurred by him in connection with his attendance at meetingsof the Directors or of committees of the Directors or general meetings or separate meetings of the holders of any Class of Shares orotherwise in connection with the discharge of his duties as a Director, including (without limitation) any professional fees incurredby him (with the approval of the Directors or in accordance with any procedures stipulated by the Directors) in taking independent professionaladvice in connection with the discharge of such duties.

Thesalary or remuneration of a Director appointed to hold employment or executive office in accordance with the Articles may be a fixedsum of money, or wholly or in part governed by business done or profits made, or as otherwise decided by the Directors (including, forthe avoidance of doubt, by the Directors acting through a duly authorised Directors’ committee), and may be in addition to or insteadof a fee payable to him for his services as Director pursuant to these Articles.

ADirector who, at the request of the Directors, goes or resides abroad, makes a special journey or performs a special service on behalfof or for the Company (including, without limitation, services as a chairman of the board of Directors, services as a member of any committeeof the Directors and services which the Directors consider to be outside the scope of the ordinary duties of a Director) may be paidsuch reasonable additional remuneration (whether by way of salary, bonus, commission, percentage of profits or otherwise) and expensesas the Directors (including, for the avoidance of doubt, the Directors acting through a duly authorised Directors’ committee) maydecide.

TheDirectors may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to providedeath or disability benefits or other allowances or gratuities (by insurance or otherwise) for a person who is or has at any time beena Director, an officer or a director or an employee of a company which is or was a Group Undertaking, a company which is or was alliedto or associated with the Company or with a Group Undertaking or a predecessor in business of the Company or of a Group Undertaking (andfor any member of his family, including a spouse or former spouse, or a person who is or was dependent on him). For this purpose theDirectors may establish, maintain, subscribe and contribute to any scheme, trust or fund and pay premiums. The Directors may arrangefor this to be done by the Company alone or in conjunction with another person. A Director or former Director is entitled to receiveand retain for his own benefit any pension or other benefit provided in accordance with this Article and is not obliged to account forit to the Company.

TheCompany may, if the Directors so determine, have a Seal. The Seal shall only be used with the authority of the Directors or a committeeof the Directors established for such purpose. Every document to which the Seal is affixed shall be signed by at least one person whoshall be either a Director or some officer or other person appointed by the Directors for that purpose unless the Directors decide that,either general or in a particular case, that a signature may be dispensed with or affixed by mechanical means.