EXHIBIT 1.1
Company number: 4031152
The Companies Act 2006
Public company limited by shares
Articles of Association
of
National Grid plc
As amended by special resolution on 30 July 2012
(Incorporated on 11 July 2000)
Introduction
1 | Default Articles and other standard regulations do not apply |
1.1 | The regulations in Table A of the Companies (Tables A to F) Regulations 1985 and in the Companies (Model Articles) Regulations 2008, and any other articles or regulations which may apply to companies likeus under theStatutes, do not apply tous, unless expressly included in theseArticles. |
2 | The meaning of the Articles |
2.1 | The following table gives the meaning of certain words and phrases as they are used in theseArticles. However, the meaning given in the table does not apply if it is inconsistent with the context in which a word or phrase appears. After theArticles there is a glossary which explains various words and expressions. But the glossary is not part of theArticles and it does not affect their meaning. The words which are explained in the table below, or in specificArticles, are printed inbold and those which are explained in the glossary are printed initalics. |
Words | Definitions | |
accounting reference date | This is 31 March, the date on whichour financial year ends. | |
alternate director | A person appointed by aDirector to act in their place. | |
Annual General Meeting | The annual meeting ofour shareholders whichwe hold to comply with theseArticles and thelaw. | |
Articles | Our Articles of Association, which set outour company’s rules, and any changes made to them. | |
Auditors | Our auditors, an independent firm of accountants which examinesourrecords and financial statements. |
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Words | Definitions | |
Board | Our Board ofDirectors, or thoseDirectors attending aDirectors’ meeting that has been properly convened (arranged) and which has aquorum. | |
business day | A day which is not a Saturday, Sunday, or a public or bank holiday in England. | |
class meeting | A meeting of the holders of a relevant class ofshares. | |
clear days | This period of a notice is the number of days between, but not including, the day when the notice is given or deemed (considered) to be given and the day for which it is given or on which it is to take effect. | |
committee | A committee of theBoard, appointed with powers delegated in line with Article 84. | |
Companies Act | The Companies Act 2006. | |
Company Communications Provisions | Sections 1143 to 1148, Section 1168 and Schedules 4 and 5 of theCompanies Act. | |
corporate representative | A person or persons, authorised by acompanywhich is ashareholder, to act as its corporate representative or corporate representatives at aGeneral Meeting orclass meeting which thecompanyis entitled to attend. | |
CREST Regulations | The Uncertificated Securities Regulations 2001. | |
Director | A Director ofNG. | |
electronic form | Includes anynotice, document or information sent or suppliedelectronically or through any other medium (including sending by email, posting on awebsite, sending by fax or by sending a disk by post). | |
existing shares (of any kind) | Shares which are inissue at the relevant time. | |
General Meetingor meeting | A meeting ofour shareholders (including any satellite meeting as set out in Article 32) which is anAnnual General Meeting or any other General Meeting, as set out in Article 28. | |
in writing | Written by hand or produced by any substitute for writing including anything inelectronic form. | |
Interested Directors | Directors who have or could have a direct or indirect interest in a matter which conflicts, or could conflict, withour interests. | |
law | TheCompanies Acts, and all other laws and regulations applying toNG(including theUKLA’srules) orour shareholders as the case may be. | |
London Stock Exchange | The London Stock Exchange plc. |
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Words | Definitions | |
NG | National Grid plc. | |
operator | Euroclear UK & Ireland Limited or any other operator of arelevant systemunder theCREST Regulations. | |
paid up shareor other security | Includes ashare or other security which is treated (credited) as paid up. | |
pay | Includes any kind of reward or payment for services. | |
Procedural Resolution | A resolution at aGeneral Meeting which in the chairman’s opinion is of a procedural nature (such as a resolution on the choice of a chairman of theGeneral Meeting, a resolution toadjourn theGeneral Meeting or a resolution to correct an obvious error in aSubstantive Resolution). | |
Register | Our register ofshareholders. | |
registered office | Our registered office. | |
seal | Our Common Seal, or any official sealwe keep under Section 50 of theCompanies Act (called asecurities seal). | |
shareholder | A holder ofourshares. | |
shareholders’ meeting | Includes both aGeneral Meetingand aclass meeting ofNG. | |
shares | Ourordinary shares or any other class ofourshares which are created. | |
Statutes | TheCompanies Acts, theCREST Regulations and every other law currently in force which concern companies and affectus. | |
Substantive Resolution | Any resolution at aGeneral Meeting, other than aProcedural Resolution. | |
UK Listing Authorityor UKLA | The Financial Services Authority acting in its capacity as the competent authority for the purposes of the Financial Services and Markets Act 2000. | |
United Kingdom | Great Britain and Northern Ireland. | |
we, us, our | National Grid plc. |
2.2 | References to adebenture includedebenture stockand references to adebentureholder include adebenture stockholder. |
2.3 | Where theArticles refer to a person who isautomatically entitled to a share by law, this includes a person who is entitled to theshare as a result of the death, or bankruptcy, of ashareholder. |
2.4 | Words which refer to a single number also refer to plural numbers, and the other way around. |
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2.5 | References to a person or people include companies,unincorporated associations and so on. |
2.6 | Any headings in theseArticles are only included for convenience. They do not affect the meaning of theArticles. |
2.7 | When anAct, or a section of anAct, is referred to, this includes any amendment to theAct or section (before or after the adoption of theseArticles), as well as where it is included in a laterAct. |
2.8 | When anAct or theArticles are referred to, the version which is current at the time will apply. |
2.9 | Where theArticles give any power or authority to anybody, this power or authority can be used on any number of occasions, unless the way in which power or authority is used does not allow this meaning. |
2.10 | References to theCompanies Acts have the meaning given to them by Section 2 of theCompanies Act but will only apply to provisions which are in force at the relevant date. |
2.11 | Any word which is defined in theCompanies Acts or theCREST Regulationsmeans the same in theArticles, unless theArticles define it differently, or the way in which the word is used is inconsistent with the definition given in theCompanies Acts or theCREST Regulations. |
2.12 | Where theArticles say that something can be done by passing anordinary resolution, this can also be done by passing aspecial resolution. |
2.13 | Where theArticles refer to any document being made effective, this means being signed, sealed orexecuted in some other legally valid way. |
2.14 | Where theArticles refer to months or years, these are calendar months or years. |
2.15 | Articles which apply toshares can also apply tostock. References in thoseArticles toshare orshareholder includestock or stockholder. |
2.16 | Where theArticles refer toshares in certificated form, this means thatownership of theshares can be transferred using a written transfer document (rather than in line with theCREST Regulations) and that a sharecertificate is usuallyissued to the owner. |
2.17 | Where theArticles refer toshares in uncertificated form, this means thatownership of theshares can be transferred in line with theCREST Regulations without using a written transfer document and that no sharecertificate isissued to the owner. |
2.18 | References to officers includeDirectors and theCompany Secretary, but not theAuditors. |
2.19 | Where theArticles refer to an address, this will include any number or address (including, in the case of anyproxy appointment permitted under Article 51.3, an identification number of a participant in therelevantsystem) used for sending or receiving notices, documents or informationelectronicallyor through awebsite. |
2.20 | Except where the context requires otherwise, any reference toissuedshares of any class (whether ofNG or of any othercompany) will not include any shares of that class held astreasury shares. |
2.21 | References to thesystem’s ruleswill include the rules, regulations, procedures, facilities and requirements of therelevant system concerned. |
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Shares
3 | Shareholders’ Liabilities |
Eachshareholder’s liability (as ashareholder) is limited to the amount (if any) that is unpaid on theshares that he or she holds.
4 | Fractions of shares |
4.1 | If anyshares areconsolidatedor divided, theDirectors have the power to deal with any fractions ofshares which result. TheDirectors can sell anyshares representing fractions as they think fit and distribute the net proceeds of sale amongshareholders in proportion to their fractional entitlements in line with thelaw, their rights and interests. TheDirectors can sell to anyone (includingus, if thelaw allows this) and can authorise any person to transfer thoseshares to the buyer or in line with the buyer’s instructions. The buyer does not need to check howweused the money and theirownership of theshareswill not be affected if the sale was irregular or invalid in any way. |
4.2 | So far as thelaw allows, whenshares areconsolidated or divided, theDirectors can treat ashareholder’s shares which are held in certificated form and in uncertificated form as separate shareholdings. |
4.3 | TheDirectors can also arrange for anyshares which result from aconsolidation or division and which represent rights to fractions ofshares to be entered in theRegister asshares in certificated form where this makes it easier to sell them. |
5 | The power to reduce capital |
5.1 | Theshareholders can pass aspecial resolution to: |
(a) | reduceourshare capital in any way; or |
(b) | reduce, in any way, anycapital redemption reserve,share premium account, or other reserve which cannot be distributed. |
This issubject toany restrictions under theStatutes.
6 | Buying back shares |
6.1 | We can buy back, or agree to buy back in the future, anyshares of any class (includingredeemableshares), if thelawallows this.We can hold such repurchasedshares astreasury shares in line with theCompanies Act. However, ifwehaveexisting shares which are admitted to the official list maintained by theUK Listing Authority and which can be converted into othershares which areequity shares, thenwe can only buy backequity shares of that class if: |
(a) | either the terms of issueof the convertibleshares permitusto buy back theequity shares; or |
(b) | the buy-back or agreement to buy back has been approved by aspecial resolution passed by the holders of the convertibleshares at a separateclass meeting. |
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6.2 | Wehave the right to: |
(a) | sell anytreasury shares; |
(b) | transfer anytreasury shares for the purposes of, or to benefit, an employees’ share scheme; |
(c) | receive anallotment ofshares asfully paid bonusshares in respect of anytreasury shares; or |
(d) | receive any amount payable onredemption of anyredeemable treasury shares. |
Wecannotexercise any other right in respect oftreasury shares we hold, including any right to attend or vote at meetings, to participate in any offerwe make toshareholders or to receive any distribution (including in awinding up).
7 | The special rights of new shares |
7.1 | Ifwe issue newshares, the newshares can haverights or restrictions attached to them. Therights can take priority over therights ofexisting shares, orexisting shares can take priority over therightsof the newshares, or the newshares and theexisting shares canrankequally. Theserights and restrictions can apply to sharing inourprofits orassets. Otherrights and restrictions can also apply, for example on the right to vote. The powers conferred by this Article 7.1 aresubject to the provisions of Article 7.4. |
7.2 | Therights and restrictions referred to in Article 7.1 can be decided by anordinary resolution passed by theshareholders. TheDirectors can also take these decisions if they do not conflict with any resolution passed by theshareholders. |
7.3 | If thelaw allows, therights of any newshares can includerights for the holder orus (or both the holder andus) to have them redeemed. TheDirectors may determine the terms, conditions and manner ofredemption of any suchshares. |
7.4 | The ability to attach particularrights and restrictions to newshares can be restricted byspecial rights previously given to holders of any existing shares. |
8 | The Directors’ power to deal with shares |
8.1 | TheDirectors can decide how to deal with any newshares. TheDirectors can: |
(a) | allot them on any terms, which can include the right to transfer theallotment to another person before any person has been entered on theRegister. This is known as the right torenounce theallotment (see also Article 10.1); |
(b) | grant options to give people a choice to acquireshares in the future; or |
(c) | dispose of theshares in any other way. |
This Article 8.1 issubject tothe provisions of Article 8.3.
8.2 | TheDirectors are free to decide who they deal with, when they deal with theshares, and the terms on which they deal. |
8.3 | TheDirectors must comply with: |
(a) | thelaw relating to authority,pre-emption rights and other matters; and |
(b) | any resolution of aGeneral Meeting which is passed under thelaw. |
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9 | Power to pay commission and brokerage |
9.1 | We can use all the powers given by thelawto pay commission orbrokerage to any person who: |
(a) | applies, or agrees to apply, for any newshares; or |
(b) | gets anybody else to apply, or agree to apply, for any newshares. |
9.2 | The rate per cent or amount of the commission paid, or agreed to be paid, must be disclosed as required by thelaw. The commission can be paid in either cash or by theallotment offully paidshares, any combination of the two or in any other way allowed by thelaw. |
10 | Renouncing allotted but unissued shares |
10.1 | Where ashare has beenallotted to a person but that person has not yet been entered on theRegister, theDirectors can recognise a transfer (called arenunciation) by that person of their right to theshare in favour of some other person. The ability torenounce allotments only applies if the terms on which theshare isallotted are consistent withrenunciation. TheDirectors can impose terms and conditions regulatingrenunciation rights. |
11 | No trusts or similar interests recognised |
11.1 | We will only be affected by, or recognise, a current and absolute right to wholeshares. The fact that anyshare, or any part of ashare, may not be owned outright by the registered owner does not concernus, for example if ashare is held on any kind oftrust. |
11.2 | The only exception to Article 11.1 is for any right: |
(a) | which is expressly given by theseArticles; or |
(b) | whichwehave a legal duty to recognise. |
Uncertificated shares
12 | Uncertificated shares |
12.1 | We can issueshares, and othersecurities, which do not havecertificates.We can also allowexisting shares, and othersecurities, to be held withoutcertificates. Evidence ofownership of theseshares andsecurities does not involve acertificate.We can also allow anyshares, or othersecurities, to be transferred without using a transfer form. All this applies so far as thelawallows. |
12.2 | Theseshares and othersecurities can, for example, be transferred by using arelevant system, as defined in theCREST Regulations.Shares transferred in this way are called uncertificated shares. |
12.3 | Immediately before anyshares becomeuncertificated shares, theArticles will only apply to thoseshares so far as they are consistent with: |
(a) | holding thoseshares as uncertificated shares; |
(b) | transferringownership of thoseshares by using arelevant system; and |
(c) | any of the provisions of theCREST Regulations. |
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12.4 | TheDirectors can also lay down regulations which: |
(a) | govern theissue, holding and transfer, and where appropriate, the mechanics of conversion andredemption, of theseshares andsecurities; |
(b) | govern the mechanics for payments involving arelevant system; and |
(c) | make any other provisions which they consider are necessary to ensure that theseArticles are consistent with theCREST Regulations, and with any rules or guidance of anoperatorof arelevant system. |
These regulations will, if they say so, apply instead of the other provisions in theArticles relating tocertificates, and the transfer, conversion andredemption ofshares and othersecurities, and any other provisions which are not consistent with theCREST Regulations. If theDirectors do make any regulations under this Article 12.4, Article 12.3 will still apply to theArticles, read with those regulations.
Share certificates
13 | Certificates |
13.1 | Except as otherwise provided in theseArticles, when ashareholder is first registered as the holder of any class ofshares in certificated form, they are entitled, free of charge, to a separate sharecertificate for each class ofshares they hold in certificated form. |
13.2 | We must also satisfy any requirements of theCREST Regulations when issuing sharecertificates. Where thelaw allows,we do not need to issue sharecertificates. |
13.3 | If ashareholder receives moreshares in certificated form of any class, they are entitled, without charge, to anothercertificate for the extrashares. |
13.4 | If ashareholder transfers part of theirshares covered by acertificate, they are entitled, free of charge, to a newcertificate for the balance if the balance is also held in certificated form.We will cancel the oldcertificate. |
13.5 | We do not have to issue more than onecertificate for anyshare in certificated form, even if thatshare is held jointly. |
13.6 | Whenwe deliver acertificate to one jointshareholder holdingshares in certificated form,we treat this as delivery to all of the jointshareholders. |
13.7 | We can deliver acertificate to a broker oragentwho is acting for a person who is buying theshares in certificated form, or who is having theshares transferred to them in certificated form. |
13.8 | TheDirectors can decide how sharecertificates are made effective. For example, they can be: |
(a) | signed by one or moreDirectors; |
(b) | sealed with theSeal (or, in the case ofshares on a branch register, an official seal for use in the relevant territory); or |
(c) | printed, in any way, with a copy of theSeal or with a copy of the signature of one or moreDirectors. The copy can be made or produced mechanically,electronically or in any other way theDirectors approve as long as it complies with the law. |
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13.9 | A sharecertificate must state the number and class ofshares to which it relates, theirnominal value and the amount paid up on thoseshares. It cannot be forshares of more than one class. |
13.10 | The time limit forus to provide a sharecertificate in certificated form is: |
(a) | one month after theallotment of a newshare (or any longer period provided by its terms ofissue); or |
(b) | fivebusiness daysafter a transfer ofshares is presented for registration. |
13.11 | Sharecertificates will also be prepared and sent earlier where theUK Listing Authority requires it. |
14 | Replacement share certificates |
14.1 | If ashareholderhas two or more sharecertificates forshares of the same class which are in certificated form, they can return thecertificates tous, askus to cancel these and replace them with a single newcertificate.Wecan comply with this request and theDirectors can require theshareholder to payour administrative expenses for doing so. |
14.2 | Ashareholder can askus to cancel and replace a single sharecertificate with two or morecertificates, for the same total number ofshares.We can comply with this request and theDirectors can require theshareholder to payour administrative expenses for doing so. |
14.3 | Ashareholder can askusfor a newcertificate if the original is: |
(a) | damaged or defaced; or |
(b) | said to be lost, stolen, or destroyed. |
14.4 | If acertificate has been damaged or defaced,wecan ask for thecertificate to be returned tous before issuing a replacement. If acertificate is said to be lost, stolen or destroyed,we can ask for satisfactory evidence, and anindemnity, before issuing a replacement. |
14.5 | TheDirectors can require theshareholderto payour administrative expenses for issuing any sharecertificates under Article 14.3. |
14.6 | Any one jointshareholder can request replacementcertificates under this Article 14 andwe can treat an application for a replacementcertificate made by one jointshareholderas being made on behalf of all theshareholders concerned. |
Changing share rights
15 | Changing the special rights of shares |
15.1 | Wheneverour share capital is split into different classes ofshare, anyspecial rightsattached to any of these classes can be varied or cancelled: |
(a) | in such a way as provided by thoserights; or |
(b) | if approved by aspecial resolution; |
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as long as:
(a) | thelaw allows this; and |
(b) | theArticles orrights attached to any class ofshare do not say otherwise. |
Thespecial resolution must be passed at a separate meeting of the holders of the relevant class ofshares. This is called aclass meeting (the provisions governing aclass meeting are set out in Article 30). Alternatively, the holders of at least three-quarters of theexisting shares of the class (bynominal value) can give their consentin writing.
15.2 | Thespecial rights of a class ofshares can be varied or cancelled: |
(a) | whilewe are a going concern; |
(b) | whilewe are beingwound up; or |
(c) | ifwe are considering beingwound up. |
15.3 | This Article 15 also applies to the variation or cancellation ofspecial rightsofshares forming part of a class. Each part of the class which is being treated differently is viewed as a separate class under this Article 15. |
16 | More about the special rights of shares |
16.1 | Thespecial rights ofexisting shares are not regarded as varied, breached or cancelled if: |
(a) | newshares are created, orissued, whichrank equally with or subsequent to any otherexisting shares in sharing inourprofits orassets; or |
(b) | weredeem or buy backour ownshares. |
But this does not apply if the terms of theexisting shares expressly say otherwise.
Transferring shares
17 | Transfer forms |
17.1 | Unless theArticles or termsof issueof anyshares say otherwise, anyshareholdercan transfer some or all of theirshares to another person. Every transfer ofshares in certificated form must bein writing, and either in the usual standard form (known as a stock transfer form), or in any other form approved by theDirectors. |
17.2 | Transfers of uncertificatedshares are to be carried out using arelevant system and must comply with theCREST Regulations. |
18 | Transferring shares in certificated form |
18.1 | A transfer form forshares in certificated form must be delivered to the office where theRegister is kept (or any other place theDirectors may decide). The transfer form must have with it: |
(a) | the sharecertificate for theshares to be transferred; and |
(b) | any other evidence which theDirectors ask for to prove that the person wanting to make the transfer is entitled to do so. |
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18.2 | A transfer form for shares in certificated form must be signed, or made effective in some other way, by the person making the transfer. |
18.3 | The person making a transfer will be treated as continuing to be theshareholder until the name of the person theshare is being transferred to is put on theRegisterfor thatshare. |
18.4 | Ifwe register a transfer, or if theDirectors have any grounds for suspecting fraud,we can keep the transfer form. Otherwise, if theDirectors refuse to register a transfer, the transfer form will be returned, when notice of refusal is given, to the person lodging it. |
18.5 | A transfer form cannot be used to transfer more than one class ofshares. Each class ofsharesneeds a separate form. |
18.6 | Wedo not charge a fee for transferringshares or registering changes relating to theownership ofshares. |
18.7 | Transfers cannot be in favour of more than four joint holders. |
18.8 | A transfer form must be properly stamped by HM Revenue & Customs (or its successor if any) for payment of stamp duty where this is required. |
19 | Refusing to register certain transfers |
19.1 | TheDirectors can refuse to register a transfer of anyshares: |
(a) | if the relevant conditions in Article 18 are not satisfied; |
(b) | if the transfer is in favour of a minor, a bankrupt, or a person ofunsound mind; or |
(c) | where theBoard is obliged or entitled to refuse to do so as a result of any failure to comply with a notice under Section 793 of theCompanies Act(see Article 49). |
19.2 | TheDirectors do not have to give any reasons for refusing to register a transfer of anyshares, but if any of thoseshares are admitted to the official list maintained by theUK Listing Authority, theDirectors cannot refuse to register a transfer if this would stop dealings in theshares from taking place on an open and proper basis. |
19.3 | If theDirectors decide not to register a transfer of a share, they must notify the person the shares were to be transferred to, in line with Article 18.4. They must do this no later than two months after we receive the transfer form (in the case of a share in certificated form) or the instruction from theoperator of the relevant system (in the case of a share in uncertificated form). |
20 | Overseas branch registers |
20.1 | We can use all legal powers to keep an overseas branch register. TheDirectors can make and change any regulations relating to this register, as long as thelawallows this. |
21 | More provisions on uncertificated shares |
21.1 | Subject tothelaw and theCREST Regulations, and apart from any class ofshare which is wholly in uncertificated form, theDirectors can decide that any class ofshares can be held in uncertificated form and that title to suchshares can be transferred by means of arelevant system, or thatshares of any class should stop being held and transferred as such. |
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21.2 | The provisions of theseArticles do not apply toshares of any class which are in uncertificated form if theseArticles are inconsistent with: |
(a) | holdingshares of that class in uncertificated form; |
(b) | transferring title toshares of that class by means of arelevant system; or |
(c) | any provision of theCREST Regulations. |
People automatically entitled to shares by law
22 | If a shareholder dies |
22.1 | If a sole shareholder dies (or ashareholder who is the last survivor of jointshareholders dies), their legalpersonal representatives will be the only people whowe will recognise as being entitled to theirshares. |
22.2 | If ashareholder who is a jointshareholder dies, the remaining jointshareholder orshareholders will be the only people whowe will recognise as being entitled to theirshares. |
22.3 | But this Article does not discharge the estate of anyshareholder from any liability. |
23 | Registering personal representatives |
23.1 | A person who becomesautomatically entitled to a share by law can either be registered as theshareholder, or can select some other person to have theshare transferred to. The person who isautomatically entitled by law must provide any evidence of his entitlement theDirectorsrequire. |
24 | A person who wants to be registered must give notice |
24.1 | If a person who isautomatically entitled to shares by law wants to be registered as ashareholder, and subject (where relevant) to thesystem’s rules, they must deliver or send a notice tous saying that they have made this decision. They must sign this notice, and it must be in the form, and accompanied by any other documents, which theDirectors require. This notice will be treated as a transfer form. All of the provisions of theseArticles about registering transfers ofshares apply to it except that theshares will only be treated as being presented for registration under Article 13.10 whenwe receive the notice in the form, and accompanied by any other documents, required by theDirectors. TheDirectors have the same power to refuse to register the automatically-entitled person as they would have had in deciding whether to register a transfer by the person who was previously entitled to theshares. |
25 | Transfers by a person who is automatically entitled to a share by law |
25.1 | If a person who isautomatically entitled to a share by law wants theshare to be transferred to another person, they must do the following: |
(a) | for ashare in certificated form, sign a transfer form to the person they have selected; and |
(b) | for ashare in uncertificated form, transfer theshare using arelevant system. |
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25.2 | TheDirectors have the same power to refuse to register the person selected as they would have had in deciding whether to register a transfer by the person who was previously entitled to theshares. |
26 | The rights of people automatically entitled to shares by law |
26.1 | A person who isautomatically entitled to a share by law is entitled to any dividends or other money relating to theshare, even though they are not registered as the holder of thatshare. But theDirectors can withhold the dividend and other money until a person has been properly registered as theshareholder as laid down in theArticles. They can also withhold the dividend if the person who was previously entitled to theshare could have had their dividend withheld. |
26.2 | Unless and until they are registered as theshareholder, the personautomatically entitled to a share by law is not entitled to: |
(a) | receivenotices of meetings; |
(b) | attend or vote at meetings; or |
(c) | (subject toArticle 26.1) any of the other rights and benefits of being ashareholder. |
Shareholders who cannot be traced
27 | Shareholders who cannot be traced |
27.1 | Wecan sell anyshares at the best pricewecan reasonably obtain if: |
(a) | during the period of 12 years before the earliest of the advertisements referred to in Article 27.1 (b), at least three dividends have been payable on thoseshares and none has been claimed, and no payments sent byus in line with theseArticles has been cashed; |
(b) | after this 12-year period,weannounce thatwe intend to sell theshares by placing an advertisement in a national newspaper; and |
(c) | during this 12-year period, and for three months after the last advertisement appears,wedo not hear from theshareholder or any person who isautomatically entitled to the shares by law. |
27.2 | To sell anyshares in this way,we can appoint any person to transfer theshares. This transfer will be just as effective as if it had been signed or made effective in some other way by the registered holder of theshares, or by a person who isautomatically entitled to the shares by law. Theownership of the person theshares are transferred to will not be affected, even if the sale is irregular or invalid in any way. Nor does the newshareholder need to take any steps to see how any money they may be paying for theshares is used. |
27.3 | The net sale proceeds belong tous until claimed under this Article 27, butwe must pay these to theshareholder who could not be traced beforewesold theshares, or to the person who isautomatically entitled to their shares by law, if thatshareholder, or that other person, asks for it. |
27.4 | We must record the name of thatshareholder, or the person who wasautomatically entitled to the shares by law, as a creditor for this money inour accounts. The money is not held ontrust, andwedo not have to pay interest on the money.Wecan keep any |
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money whichwe have earned on the net sale proceeds.We can use the money forour business, orwe can invest the money in any way that theDirectors decide. But the money cannot be invested inour shares, or in the shares of any ofourholding companies.
27.5 | In the case ofuncertificated shares held byshareholders who cannot be traced, restrictions under theCREST Regulations will apply. |
General Meetings
28 | The Annual General Meeting |
28.1 | Unless thelawsays otherwise,wewill hold anAnnual General Meetingeach year in addition to any otherGeneral Meetings whichwehold in the year. Thenoticecalling themeeting must say that themeeting is theAnnual General Meeting. We must hold anAnnual General Meeting within six months ofour accounting reference date. TheDirectors will decide when and where to hold the Annual General Meeting. They can, in accordance with Article 32, decide to hold anAnnual General Meeting or any otherGeneral Meeting in more than one location. |
29 | Notice of General Meetings |
29.1 | Subject toArticle 29.2,wemust give at least 21clear days’ notice in writing for everyAnnual General Meeting. For every otherGeneral Meeting, other than aGeneral Meeting convened in line with Article 29.2,wemust give at least 14clear days’ notice in writing. |
29.2 | Wecan convene aGeneral Meeting by shorternotice than that specified in Article 29.1, and it will be considered to be properly convened, if: |
(a) | in the case of anAnnual General Meeting, allshareholders, entitled to attend and vote, agree; or |
(b) | in the case of any otherGeneral Meeting, a majority of theshareholders entitled to attend and vote, and who together hold not less than 95 per cent innominal valueof theshares giving that right, agree. |
29.3 | Anynotice ofGeneral Meetingmust: |
(a) | say where themeeting is to be held (and, if themeeting will be held at more than one location in accordance with Article 32, state theprincipal meeting place and any other location under Article 32); |
(b) | give the date and time of themeeting; |
(c) | give the general nature of the business of themeeting; |
(d) | say if any resolution will be proposed as aspecial resolution; |
(e) | say that ashareholder who can attend, speak and vote can appoint one or moreproxies (who need not beshareholders) to vote for him or her; |
(f) | state the address where appointments ofproxy are to be delivered; and |
(g) | state whether themeeting is anAnnual General Meeting or any otherGeneral Meeting. |
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29.4 | Wemust sendnotices ofmeetings to theshareholders, except in cases where theArticles or the rights attached toshares state that the holders are not entitled to receive them fromus.We must also givenotice to theAuditors andDirectors. The dayweserve thenotice, or it is treated as served, and the day of themeeting do not count towards the period ofnotice. |
29.5 | In relation to any class ofshares,wecan decide that only people who are entered on theRegister at the close of business on a particular day are entitled to receive such anotice.Wewill choose that day and it will fall not more than 21 days beforewesend thenotice. |
29.6 | Ifwecannot call aGeneral Meeting by sendingnotices through the post, because the postal service is suspended or restricted in theUnited Kingdom, theDirectors can call themeeting by publishing anotice in at least oneUnited Kingdom national newspaper.Notice published in this way will be treated as being properly served onshareholders who are entitled to receive it.We can still: |
(a) | make thenotice available onour website from the date it appears in the national newspaper until themeeting or anyadjourned meeting ends; |
(b) | serve thenoticeelectronically; and |
(c) | if it becomes possible to use the postal service again more than seven days before themeeting,we must send confirmation of thenotice through the post to thoseshareholders who did not receive the notice electronically. |
29.7 | Unless theCompanies Act does not require it, ifwe receive a requestinwriting from the number ofshareholders specified in theCompaniesAct and in line with Article 29.8 and theCompanies Act,we must send toshareholders: |
(a) | entitled to receivenotice of the nextAnnual General Meeting,notice of any resolution which can properly be proposed and is intended to be proposed at thatmeeting; and |
(b) | entitled to receivenotice of anyGeneral Meeting, a statement from theshareholders requesting it of not more than one thousand words about the matter referred to in any proposed resolution or the business to be dealt with at thatmeeting. |
Wewill givenotice of any resolution and circulate any appropriate statement, toour shareholders who are entitled to havenotice of theGeneral Meeting sent to them.
29.8 | If, before the end of the financial year preceding the nextAnnual General Meeting,we receive a request (that complies with the requirements of theCompanies Act) to circulate a resolution or statement, and it is in a form acceptable to theDirectors,wewill send out the resolution or statement without cost to theshareholders requesting it. Otherwise,wemay require theshareholders who requested it to deposit or pay a reasonable sum to meetour expenses to circulate the resolution or statement. |
29.9 | No proceedings at anyGeneral Meeting will be invalidated ifwe accidentally fail to givenotice of themeeting or to send an instrumentof proxyto anyshareholder. |
30 | Class meetings |
30.1 | All theArticles relating toGeneral Meetings ormeetingsapply, with any necessary changes, to aclass meeting, but with the following adjustments. |
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(a) | At least two people who hold (or who act asproxies for) at least one-third of the totalnominal value of theexisting shares of the class are aquorum. However, if thisquorum is not present at anadjournedclass meeting, one person who holdsshares of the class, or hisproxy, is aquorum. |
(b) | On apoll, the holders ofshares will have one vote for everyshare of the class they hold. |
This issubject toanyspecial rights or restrictions which are attached to any class ofshares by theArticles, or when rights are attached toshares in some other way under theArticles.
31 | Moving a General Meeting at short notice |
31.1 | If theDirectors consider that it is impractical, undesirable or unreasonable, to hold aGeneral Meeting at the place, time or on the date stated in thenotice calling themeeting, they can change any or all of these things. If theDirectors do this, an announcement of the date, time and place of the rearrangedmeeting will, if practical, be published in at least oneUnited Kingdom national newspaper and onour website.Notice of the business of themeeting does not need to be given again. TheDirectors must take reasonable steps to ensure that anyshareholder trying to attend themeeting at the original time and place is informed of the new arrangements. If ameeting is rearranged in this way,proxy formscan be delivered, in the way required by Article 51, until 48 hours before the rearrangedmeeting. TheDirectors can also move or postpone the rearrangedmeeting, or both, under this Article 31. |
32 | Satellite meeting places |
32.1 | To assist with the organisation and administration of anyGeneral Meeting, theDirectors may decide that the GeneralMeeting will be held at more than one location. |
32.2 | For the purposes of theseArticles, anyGeneral Meeting taking place at two or more locations will be treated as taking place where the chairman of themeeting is in attendance (to be known as theprincipal meeting place) and any other location where thatmeeting takes place is referred to in theseArticles as asatellite meeting. |
32.3 | Ashareholder present in person or byproxy at asatellite meeting may be counted in thequorum and can exercise all rights that they would have been able to exercise if they were present at theprincipal meeting place. |
32.4 | TheDirectorscan make and change such arrangements as they consider appropriate to: |
32.4.1 | ensure that allshareholders andproxies forshareholders wanting to attend themeeting can do so; |
32.4.2 | ensure that all persons attending themeeting are able to take part in the business of themeeting and to see and hear anyone else addressing themeeting; |
32.4.3 | ensure the safety of persons attending themeeting and the orderly conduct of themeeting; and |
32.4.4 | restrict the numbers ofshareholders andproxies at any one location to a number that can be safely and conveniently accommodated there. |
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32.5 | Whether anyshareholder orproxyis entitled to attend a satellitemeeting will depend on any arrangements then in force and stated in thenotice ofmeeting oradjournedmeeting. |
32.6 | If the communication equipment fails or if any other arrangements fail for shareholders to take part in themeeting at more than one place, the chairman mayadjourn themeeting under Article 38. Such anadjournment will not affect the validity of suchmeeting, or any business conducted at suchmeeting up to the point it is adjourned, or any action taken following such ameeting. |
32.7 | A person (known as aSatellite Chairman) may be appointed by theDirectors to preside at eachsatellite meeting. EverySatellite Chairmanappointed: |
32.7.1 | will carry out all requests made by the chairman of theGeneral Meeting; |
32.7.2 | can take whatever action they think necessary to maintain the proper and orderly conduct of thesatellite meeting; and |
32.7.3 | will have all powers necessary or desirable to carry out these duties. |
Proceedings at General Meetings
33 | The chairman of a General Meeting |
33.1 | The chairman of theBoard will be the chairman at everyGeneral Meeting, if they are willing and able to take the chair. If the chairman notifies theDirectors that they will not attend theGeneral Meeting, theDirectors will, in advance of theGeneral Meeting, appoint aDirector to chair themeeting. |
33.2 | Subject to Article 33.1, ifwe do not have a chairman, or if the chairman is not willing and able to chair themeeting, after waiting 10 minutes from the time that ameeting is due to start, theDirectors who are present will choose one of themselves to act as chairman. If there is only oneDirector present, they will be chairman, if they agree. |
33.3 | If there is noDirector willing and able to be chairman, or if noDirector is present within 15 minutes of the time fixed for themeeting, then theshareholders who are personally present at themeeting and entitled to vote will pass anordinary resolution to decide which one of them is to be chairman. Aproxy cannot be appointed as the chairman. |
33.4 | Any resolution (including any amending resolution) proposed by the chairman of themeeting does not need to be seconded. |
33.5 | To avoid any doubt, nothing in theArticles restricts or excludes any of the powers or rights of a chairman of ameeting which are given by the generallaw. |
34 | Security and other arrangements at General Meetings |
34.1 | TheDirectors can put in place any arrangements or restrictions they think necessary to ensure the safety and security of people attending aGeneral Meeting and the orderly conduct of themeeting, including requiring those attending to submit to searches. |
34.2 | The chairman of ameeting can take any action they consider appropriate for: |
(a) | the safety of people attending aGeneral Meeting (including searching anyone attending or any other precautions); |
(b) | proper and orderly conduct at aGeneral Meeting; or |
(c) | themeeting to reflect the wishes of the majority. |
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34.3 | The chairman of themeeting can refuse entry to anyone attending aGeneral Meeting who refuses a security search or will not otherwise comply with any security arrangements or restrictions. |
34.4 | If anyone has gained entry to aGeneral Meeting and refuses to comply with any security arrangements or restrictions, or disrupts the proper and orderly conduct of theGeneral Meeting, the chairman can at any time, without the consent of theGeneral Meeting, order this person to leave or be removed from theGeneral Meeting. |
34.5 | The chairman of themeeting can invite any person to attend and speak at theGeneral Meetingwho they consider has the knowledge or experience ofourbusiness to assist in the deliberations of themeeting. |
34.6 | The chairman’s decision on points of order, matters of procedure or matters arising incidentally out of the business of aGeneral Meeting will be final, as will their decision, acting in good faith, on whether a point or matter is of this nature. |
35 | Overflow meeting rooms |
35.1 | TheDirectors can arrange for any people who cannot be seated in the mainmeeting room, where the chairman will be, to attend and take part in aGeneral Meeting in an overflow room or rooms. Any overflow room will have appropriate links with the main room as required by thelaw and will enable audio-visual communication between themeeting rooms throughout themeeting.Wewill give details of any arrangements under this Article 35 in thenotice of themeeting, but ifwe fail to do this, it will not invalidate themeeting. TheDirectors can decide how to divide people between the main room and an overflow room. If an overflow room is used, themeeting will be treated as being held, and taking place, in the main room and themeeting will consist of all people who are attending in both the main room and the overflow room. |
36 | The quorum needed for General Meetings |
36.1 | Before aGeneral Meeting starts to do business, there must be aquorum present. If there is not, themeeting cannot carry out any business other than appointing a chairman. Unless theArticles say otherwise, aquorum for all purposes is two people who are entitled to attend and vote. |
37 | The procedure if there is no quorum |
37.1 | This Article applies if a quorumis not present within 10 minutes of the time fixed for aGeneral Meeting to start or within any longer period of up to one hour which the chairman can decide on or, if during ameeting, aquorum is no longer present. |
37.2 | If themeeting was called byshareholders, it is dissolved. Any othermeeting isadjourned to another day, time and place stated in thenotice ofmeeting. If thenotice does not contain these details, themeeting isadjourned to a day, time and place decided by the chairman, not less than 10 days and not more than 28 days later. |
37.3 | We will give at least 10clear days’notice of anyadjournedmeeting where themeeting wasadjourned due to not beingquo rate, and thenotice will specify that if twoshareholders are present (whatever the number ofshares held by them) they will be aquorum. |
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37.4 | If at theadjournedmeeting aquorum (twoshareholders) is not present within five minutes of the time fixed for it, themeeting is dissolved. |
38 | Adjourning General Meetings |
38.1 | The chairman of aGeneral Meeting canadjourn themeeting, before or after it has started, and whether or not aquorum is present, if the chairman considers that: |
(a) | there is not enough room for the number ofshareholders who want to attend themeeting; |
(b) | the behaviour of the people present prevents, or is likely to prevent, the business of themeeting being carried out in an orderly way; or |
(c) | anadjournment is necessary for the safety of the people attending themeeting or for any other reason so that the business of themeeting can be properly carried out. |
The chairman does not need the consent of themeeting toadjourn it for any of these reasons. This includes an indefiniteadjournment. Theadjournment will be to another time, which can be later on the same day or on a new date, and can be to another place. The chairman will decide on these matters.
38.2 | The chairman of aGeneral Meeting can alsoadjourn ameeting which has aquorum present, if this is agreed by themeeting. This can be to a time, date and place proposed by the chairman. It includes an indefiniteadjournment. The chairman mustadjourn themeeting if themeeting directs the chairman to. In these circumstances themeeting will decide how long theadjournmentwill be, and where it willadjourn to. If ameeting isadjourned indefinitely, theDirectors will subsequently fix the time, date and place of theadjournedmeeting. |
38.3 | General Meetings can beadjourned more than once. But if ameeting at which aquorum is present isadjourned for more than 30 days, or indefinitely,we must give at least sevenclear days’notice for theadjournedmeeting in the same way as was required for the originalmeeting. If ameeting isadjourned for less than 30 days,we do not need to givenotice about theadjournedmeeting, or about the business to be considered there. Sufficientnotice is given ifwe publish an advertisement in at least one national daily newspaper in theUnited Kingdom sevenclear daysbefore theadjournedmeeting. |
38.4 | AnadjournedGeneral Meeting can only deal with business that could have been dealt with at the originalmeeting before it wasadjourned. |
39 | Amending resolutions |
39.1 | In the case of a resolution duly proposed as aspecial resolution, no amendment to that resolution (other than an amendment to correct an obvious error) can be considered or voted on. |
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39.2 | In the case of a resolution duly proposed as anordinary resolution, no amendment to that resolution (other than an amendment to correct an obvious error) can be considered or voted on unless: |
(a) | notice of the terms of the amendment and of the intention to move the amendment have been: |
(i) | lodged in writing at theregistered office; or |
(ii) | receivedelectronically, with thenotice ofmeeting, at the address specified for receivingnotices inelectronic form, |
at least two clearbusiness daysbefore the time appointed for holding themeeting oradjournedmeeting at which the resolution is to be proposed; and
(b) | the chairman of themeeting decides in good faith that it can be considered and voted on. |
39.3 | If the chairman, acting in good faith, rules an amendment to a resolution out of order, any error in that ruling will not affect the validity of a vote on the original resolution. |
40 | Proxies, Corporate Representatives and Directors speaking at General Meetings |
40.1 | Proxies and corporaterepresentatives can speak at aGeneral Meeting. |
40.2 | ADirector who is not ashareholder can still attend and speak at aGeneral Meeting. |
Voting procedures
41 | All votes decided on a poll |
41.1 | Substantive Resolutions at aGeneral Meetingwill be decided on apoll (whether or not one is demanded) and anyProcedural Resolutionwill be decided on ashow of hands unless apoll is (before or on the declaration of the result of theshow of hands) demanded. |
41.2 | Apoll can be demanded by: |
(a) | the chairman of themeeting; |
(b) | at least fiveshareholders at themeeting who are entitled to vote (includingproxies ofshareholders entitled to vote); |
(c) | one or moreshareholders at themeeting who are entitled to vote and who have, between them, at least 10 per cent of the total votes of allshareholders who have the right to vote at themeeting (includingproxies forshareholders entitled to vote); or |
(d) | one or moreshareholders who haveshares which allow them to vote at themeeting (includingproxies ofshareholders entitled to vote), where the total amount which has beenpaid up on theseshares is at least 10 per cent of the total sumpaid up on allshares which give the right to vote at themeeting. |
41.3 | Aproxy form gives theproxy the authority to demand apoll, or to join others in demanding one. A demand for apoll made by aproxy for ashareholder is treated in the same way as a demand by theshareholder them self. |
41.4 | A demand for apoll can be withdrawn before the earlier of the time at which thepoll is taken and the close of themeeting if the chairman agrees to this. If apollis demanded, and this demand is then withdrawn, any declaration by the chairman of the result of a vote on that resolution by ashow of hands, which was made before thepoll was demanded, will stand. If a demand is withdrawn, any othershareholder entitled to demand apoll may do so. |
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42 | How a poll is taken |
42.1 | If apoll is taken or demanded in line with theArticles, the chairman of theGeneral Meetingdecides where, when and how thepoll will be carried out. The result is treated as the decision of themeeting where thepoll was taken or demanded, even if thepoll is carried out after themeeting. |
42.2 | The chairman can: |
(a) | decide that a ballot, voting papers, tickets or electronic means, or any such combination, will be used; |
(b) | appoint scrutineers (who need not beshareholders); |
(c) | adjourn themeeting to a day, time and place which they decide on for the result of thepoll to be declared; or |
(d) | decide a time and place where the result of thepoll will be declared. |
42.3 | On apoll, ashareholder can vote either personally or by hisproxy. Ashareholder can appoint more than oneproxy to attend on the same occasion. If ashareholder votes on apoll, they do not have to use all their votes or cast all their votes in the same way. Unless their appointment provides otherwise, andsubject totheArticles, aproxy can vote or not at their discretion on any matter at themeeting. |
42.4 | A demand for apoll on aProcedural Resolution does not stop ameeting from continuing and dealing with other matters. If a demand for apoll has been withdrawn, the chairman may give such directions as the chairman considers necessary to ensure that the business of themeeting proceeds as if the demand had not been made. |
43 | Timing of a poll |
43.1 | Apoll can either be taken immediately at themeeting or within 30 days and at a place decided on by the chairman. Nonotice is required for apoll which is not taken immediately if the time and place it is to be taken are announced at theGeneral Meeting. If the time and place thepoll is to be taken are not announced at themeeting,we must give sevenclear days’notice of the time and place thepoll is to be taken. |
44 | The effect of a declaration by the chairman |
44.1 | Any declaration by the chairman on a point of order is conclusive. In addition, a corresponding entry in the minute book is conclusive proof of the following declarations by the chairman of theGeneral Meeting: |
(a) | a resolution has been passed or not passed; or |
(b) | a resolution has been passed by a particular majority. |
There is no need to prove the validity, number or proportion of votes recorded for or against a resolution.
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Voting rights
45 | The votes of shareholders |
45.1 | Subject toArticle 45.2 and anyspecial rightsor restrictions which are given to any class ofshares by, or in line with, theArticles: |
45.1.1 | When ashareholder is entitled to attend aGeneral Meeting and vote, ashareholder has only one vote on ashow of hands. When a duly appointedproxy is entitled to attend aGeneral Meeting and vote, thensubject to Article 45.1.2, a duly appointedproxy also has only one vote on ashow of hands. |
45.1.2 | On ashow of hands, a duly appointedproxy has one vote for and one vote against a resolution if theproxy has been appointed by more than oneshareholder entitled to vote on the resolution, and the proxy has been instructed: |
(i) | by one or more of thoseshareholders to vote for the resolution and by one or more other of thoseshareholders to vote against it; or |
(ii) | by one or more of thoseshareholders to vote either for or against the resolution and by one or more other of thoseshareholders to use his/her discretion as to how to vote. |
45.1.3 | On apoll, ashareholder has one vote for everyshare which they hold. On apoll, a duly appointedproxy or acorporate representative who is entitled to be present and to vote, has one vote for every share for which they have been appointed. |
45.2 | To decide who can attend or vote at aGeneral Meeting and how many votes can be cast, thenotice of themeeting must give a time by which people must be entered on theRegister in order to be entitled to attend or vote at themeeting. This time must be 48 hours or less before the time fixed for themeeting. In calculating the time periods in this Article 45.2, theDirectors can decide to exclude any part of any day which is not abusiness day. |
46 | Shareholders who owe us money |
46.1 | Unless theArticles say otherwise,shareholders who have not paidus all sums relating to theirshares which are due at the time of themeeting cannot attend or vote atGeneral Meetings orexercise any other right conferred by being ashareholder in relation toGeneral Meetings. This applies both to attending ameeting personally and to attending byproxy orcorporate representative. |
47 | Votes of shareholders who are of unsound mind |
47.1 | This Article 47 applies where: |
(a) | ashareholder is ofunsound mind; and |
(b) | a court which claims jurisdiction to protect people who are unable to manage their own affairs has made an order detaining ashareholder or appointing a person to manage their property or affairs. |
47.2 | The person or people appointed to act for theshareholder can vote for theshareholderandexercise other rights atGeneral Meetings. This includes appointing aproxy, voting on ashow of hands and voting on apoll. However, this Article 47 only applies if they deliver any evidence which theDirectors may require of their authority to do these things to the office where theRegister is kept (or at any other place which can be specified in line with theseArticles) at least 48 hours before the relevantmeeting (oradjournedmeeting). |
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48 | The votes of joint holders |
48.1 | Where ashare is held by jointshareholdersany one joint shareholdercan vote at aGeneral Meeting (either personally or byproxy). If more than one of the jointshareholders votes (either personally or byproxy), the only vote which will count is the vote of the person whose name is listed before the other voters on theRegister for theshare. |
Restrictions on shareholder voting
49 | Suspending shareholder rights on non-disclosure of interest |
49.1 | If anyshareholder, or any person appearing to be interested inshares held by theshareholder, has been properly served with a notice under Section 793 of theCompanies Act which requires information about interests in shares (aSection 793 notice), and has not supplieduswith the information required within 14 days of the date of the notice, then (unless theDirectors decide otherwise) this Article 49 will apply. Until they provide the information, theshareholder will not be entitled to attend or vote personally or byproxy or by acorporate representative at ashareholders’ meeting or toexercise any other right in relation toshareholders’ meetings as holder of: |
(a) | theshares covered by the notice (calleddefault shares); |
(b) | any furthershares which areissued in respect ofdefault shares; and |
(c) | any othershares held by theshareholder holding thedefault shares. |
49.2 | Any person who acquiresshares subject to the restrictions under Article 49.1 is limited by the same restrictions, unless: |
(a) | the transfer was anapproved transfer (see Article 49.9); or |
(b) | the transfer was by ashareholder who has supplied the information required by the notice under Article 49.1. |
49.3 | Where thedefault shares represent 0.25 per cent or more of theexisting shares of a class theDirectors can, by a notice (aSection 793 Notice) to theshareholder, direct that: |
(a) | we retain any dividend or part of a dividend or other money which would otherwise be payable on thedefault shares (without any liability to pay interest when such money is finally paid to theshareholder) and theshareholder will not be entitled to elect to receiveshares instead of a dividend; and |
(b) | subject to Article 49.4, no transfer of any of theshares held by theshareholder will be registered unless: |
(i) | the transfer is anapproved transfer (see Article 49.9); or |
(ii) | theshareholder has supplied the information required and the transfer is of part only of their holding; and |
(iii) | when presented for registration, the transfer is accompanied by acertificate. Thiscertificate must be in a form satisfactory to theDirectors and state that, after due and careful enquiry, theshareholder is satisfied that none of theshares included in the transfer aredefault shares. |
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49.4 | AnySection 793 Notice can treatshares of ashareholder in certificated and uncertificated form as separate shareholdings and either apply only toshares in certificated form or toshares in uncertificated form or apply differently toshares in certificated and uncertificated form. In the case ofshares in uncertificated form, theDirectors can only use their discretion to prevent a transfer if this is allowed by theCREST Regulations. |
49.5 | We must send a copy of theSection 793 Notice to every person who appears to be interested in theshares covered by the notice, but ifwe fail to do so, this does not invalidate the notice. |
49.6 | The effect stated in aSection 793 Notice continues until the information required has been supplied. It ceases to apply when theDirectors decide (which they must do within one week of the default being resolved).We must give theshareholder written notice of theDirectors’ decision. |
49.7 | ASection 793 Notice also ceases to apply to anyshares which are transferred by ashareholder in a transfer which would be permitted under Article 49.3 even where aSection 793 Notice restricts transfers. |
49.8 | For the purposes of this Article 49, a person is treated as appearing to be interested in anyshares if theshareholder holding theshares has been served with a notice under Section 793 of theCompanies Act and: |
(a) | theshareholder has named the person as being interested; or |
(b) | (after taking into account the response of theshareholder to the notice and any other relevant information)we know or have reasonable cause to believe that the person in question is or may be interested in theshares. |
49.9 | For the purposes of this Article 49, a transfer ofshares is anapproved transfer if: |
(a) | it is a transfer ofshares to a person offering to buy them or under an acceptance of atake-over offer (as defined in Section 974 of theCompanies Act); or |
(b) | theDirectors are satisfied that the transfer is made following a sale in good faith of the whole of thebeneficial ownership of theshares to a party unconnected with theshareholderor with any person appearing to be interested in theshares. This includes a sale made through theLondon Stock Exchange or any other stock exchange on which theshares are normally traded. For this purpose any associate (as that term is defined in Section 435 of the Insolvency Act 1986) is included among the people who are connected with theshareholder or any person appearing to be interested in theshares. |
49.10 | For the purposes of this Article 49, ‘interested’ has the same meaning as in Section 793 of theCompanies Act. |
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49.11 | For the purposes of this Article 49, reference to a person having failed to giveus the information required by aSection 793 Notice, or being in default of supplying such information, includes: |
(a) | their failure or refusal to give all or any part of it; |
(b) | giving information which they know to bematerially false; or |
(c) | having recklessly given information which ismaterially false. |
49.12 | This Article 49 does not restrict in any way the provisions of theCompanies Act which apply to failures to comply with notices under Section 793 of theCompanies Act. |
Proxies
50 | Completing proxy forms |
50.1 | Aproxy form can be in any form which is commonly used, or in any other form, which theDirectors approve. |
50.2 | Aproxy form must bein writing. Aproxy form given by an individualshareholder must be signed by theshareholder appointing theproxy, or by an agent who has been properly appointedin writingor authenticated in line with Article 121. If aproxy is appointed by acompany, the form should be either sealed with thecompany’s seal or signed by an officer or an agent who is properly authorised to act for thecompany or authenticated in line with Article 121. Unless shown otherwise, theDirectors are entitled to assume that where aproxy form appears to have been signed by an officer or agent of acompany, the officer or agent was authorised to sign by thecompany, without requiring any further evidence. Signatures or authentication need not be witnessed. |
50.3 | Subject to thelaw, allnotices conveningGeneral Meetings which are sent toshareholdersentitled to vote at theGeneral Meeting must be accompanied by aproxy form atour expense. |
50.4 | Ifweaccidentally fail to send out aproxy form to ashareholder entitled to it (or they do not receive theproxy form) it will not invalidate any resolution passed or proceedings at theGeneral Meeting to which theproxy form relates. |
50.5 | Ashareholder can appoint more than oneproxy to attend, vote and speak at the samemeetingprovided that eachproxy is appointed to exercise the rights attached to a differentshare orshares held by thatshareholder. Depositing theproxy form does not prevent ashareholder from attending and voting at themeeting or at anyadjournment of it. |
50.6 | Aproxy need not be ashareholder. |
50.7 | Proxies are appointed for 12 months from the date theproxyform is signed and dated, but the appointment will remain valid after 12 months for the purposes of apoll or anadjournedmeeting, if thepoll was demanded or theadjournment moved at ameeting held within the 12-month period. |
51 | Delivering completed proxy forms |
51.1 | A completedproxy form must be delivered to the place stated in thenotice ofGeneral Meeting, or in theproxy form, or, if no place is stated, to the office where theRegister is kept. If theDirectors decide to acceptproxies deliveredelectronically,theproxies must be delivered in the way that theDirectors specify. |
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Aproxy form must be delivered at least:
(a) | 48 hours before aGeneral Meeting or anadjournedmeeting; |
(b) | 24 hours before apoll is taken, if thepoll is taken more than 48 hours after it was demanded; or |
(c) | 48 hours before ameeting or anadjournedmeeting, if thepoll is taken within 48 hours of themeeting or anadjournedmeeting. |
In calculating the time periods in this Article 51.1, theDirectors can decide to exclude any part of any day which is not abusiness day.
51.2 | As far as the law permits,Directors can decide to acceptproxies deliveredelectronically (see Article 51.3),subject to any limitations, restrictions or conditions they decide to apply.Wemay choose not to apply Articles 51.1 and 51.2 in relation to aproxy form delivered in this way. If aproxy form is signed by an agent, thepower of attorneyor other authority granted to the agent to sign it, or a copy which has been certified, must be delivered with theproxy form, unless thepower ofattorney has already been registered withus. |
51.3 | In relation to anysharesin uncertificated form, theDirectorscan permit a proxy to be appointedelectronically in the form of anuncertificated proxy instruction. They can also permit any supplement to, or amendment or withdrawal of, any such instruction by a furtheruncertificated proxy instruction. TheDirectorscan set out the method of determining whenweshould considerwe received any such instruction. TheDirectorscan treat any such instruction which appears or claims to be sent on behalf of theshareholder as sufficient evidence that the person sending the instruction is authorised to send it on behalf of thatshareholder. |
51.4 | If Article 51 is not met, theproxy will not be able to act for the person who appointed them. |
51.5 | Where two or moreproxy forms are delivered for use by the sameshares,wewill treat the one which has been delivered last as replacing andrevoking the others which have been delivered. |
51.6 | Unless theproxy form says otherwise, it will be valid at anadjournedGeneral Meeting as well as for the originalGeneral Meeting it relates to. |
51.7 | Once aproxy form relating to more than onemeeting (including anyadjournedmeeting) has been delivered, it does not need to be delivered for each followingmeeting it relates to. |
51.8 | Ashareholder can attend and vote at aGeneral Meeting even if they have appointed aproxy to attend, vote and speak at thatmeeting. However, if they vote in person on a resolution, their appointment of aproxy will not be valid on that resolution. |
52 | Cancelling a proxy’s authority |
52.1 | Any vote cast in the way aproxy form authorises, or any demand for apoll made by aproxy, will be valid even though: |
(a) | the person who appointed theproxy has died or is ofunsound mind; |
(b) | theproxy form has been withdrawn; or |
(c) | the authority of the person who signed theproxy form for theshareholder has been withdrawn. |
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52.2 | However, this does not apply if notice of the fact has been received at the office where theRegisteris kept (or at such other place at which theproxy was validly deposited) before: |
(a) | theGeneral Meeting oradjournedmeeting starts; or |
(b) | the time fixed to take apoll on a later day; |
when theproxy form is used.
53 | Representatives of companies |
53.1 | Subject to theStatutes, acompanywhich is ashareholder can authorise one or more persons to act as its representative or representatives at anyGeneral Meeting or anyclass meeting which it is entitled to attend. Each person will be called acorporate representative. |
54 | Challenging votes |
54.1 | Any objection to the right of any person to vote must be made at theGeneral Meeting (oradjournedmeeting) at which the vote is cast. This also applies to any objection about the counting of any vote or the failure to count any vote. If a vote is not disallowed at ameeting, it is valid for all purposes. Any objection must be raised with the chairman of themeeting and the chairman’s decision is final. |
Directors
55 | The number of Directors |
55.1 | There must be at least twoDirectors (other thanalternate directors). But theshareholders can increase this minimum by passing anordinary resolution. There is no maximum number ofDirectors. |
56 | Qualification to be a Director |
56.1 | ADirector need not be ashareholder. |
57 | Directors’ fees |
57.1 | Under this Article 57.1, each of theDirectors, other than aDirector acting in anexecutive capacity, will be paid a fee for their services. TheDirectors or acommittee can decide on the amount, timing and way of payingDirectors’ fees, but the total of the fees paid to all of theDirectors (excluding amounts paid as specialpay under Article 58, amounts paid as expenses under Article 59 and any payments under Article 60) must not exceed: |
(a) | £2,000,000 a year; or |
(b) | any higher sum decided on by anordinary resolution at aGeneral Meeting. |
57.2 | The fee will accrue from day to day and anyDirector holding office as aDirector for only part of the period covered by the fee is only entitled to a pro-rata share for that part of the period. |
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58 | Special pay |
58.1 | TheDirectors or anycommittee can award specialpay to anyDirector who: |
(a) | acts in anexecutive capacity; |
(b) | serves on anycommittee; |
(c) | performs any other services which theDirectors consider to extend beyond the ordinary duties of aDirector; |
(d) | devotes special attention to the business ofNG; or |
(e) | goes or lives abroad onour behalf. |
58.2 | Specialpay can take the form of salary, commission or other benefits, or can be paid in some other way (for example by issuingshares). This is decided on by theDirectors or anycommittee and can be a fixed sum or percentage of profits or otherwise. |
58.3 | Specialpay is additional to fees paid under Article 57.1. |
59 | Directors’ expenses |
59.1 | We can also repay aDirector’s travelling, hotel and other expenses properly incurred: |
(a) | to attend and return fromshareholders’ meetings (including anyclass meetings); |
(b) | to attend and return fromDirectors’ meetings; |
(c) | to attend and return from meetings ofcommittees; or |
(d) | in other ways in connection withour business. |
60 | Directors’ pensions and other benefits |
60.1 | TheDirectors or anycommittee can decide whether to award: |
(a) | pensions; |
(b) | annual payments; |
(c) | gratuities; or |
(d) | other allowances or benefits |
to any people who are or wereDirectors, executive officers, officers, or employees ofNG or of anysubsidiary or formersubsidiary ofNG, or of any predecessor in business ofNG and to any member of their family (including a husband or wife, or former husband or wife) or to any person who is or was dependent on them.
60.2 | TheDirectors can decide to contribute (before as well as after they stop receiving a salary or occupy a position for which they receive any form of remuneration) to any scheme, trust or fund or to pay premiums to a third party for these purposes. TheDirectors can make such payments while the intended beneficiary is aDirector ofNG or of any ofour subsidiaries. They can also make such payments if any intended beneficiary is related to, or depends on (or did depend on), aDirector ofNGor any ofoursubsidiaries. |
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60.3 | TheDirectors or anycommittee can arrange for any of these matters to be done byus either alone or working with any other person. |
60.4 | NoDirector or formerDirector is accountable tous orour shareholders for a benefit of any kind given in line with this Article 60. Receiving a benefit of any kind given in line with this Article 60 does not prevent a person from being or becoming aDirector. |
61 | Appointing Directors to various posts |
61.1 | TheBoard or anycommittee can appoint anyDirector as chairman, or as Chief Executive, or to act in any otherexecutive capacity they decide on. So far as thelaw allows, they can decide on how long these appointments will be for, and on their terms.Subject to the terms of any of theDirectors’ contracts withus, they can also vary or end their appointments. |
61.2 | ADirector appointed as an executiveDirector can, in line with Article 58, be paid specialpay(by salary, commission, profit sharing or otherwise) in any way theDirectors or anycommittee may decide and either in addition to, or in place of, any fee they receive as aDirector under Article 57. |
61.3 | ADirector will automatically stop being chairman or Chief Executive or acting in any otherexecutive capacity if they are no longer aDirector. Other executive appointments will only stop if the contract or resolution appointing theDirector to a post says so. If aDirector’s appointment ends under this Article 61.3, this does not prejudice any claim for breach of contract againstuswhich may otherwise apply. |
61.4 | TheDirectors can give aDirector appointed to an executive post any of the powers which they jointly have asDirectors. These powers can be given on terms and conditions decided on by theDirectors either in parallel with, or in place of, the powers of theDirectors acting jointly. TheDirectors can change the basis on which such powers are given or withdraw such powers from the executive. |
Changing Directors
62 | Retiring Directors |
62.1 | At anAnnual General Meeting, anyDirector who was elected or last re-elected three or more calendar years before the current year will automatically retire from office. |
63 | Eligibility for re-election |
63.1 | A retiringDirector is eligible for re-election. |
64 | Re-electing a Director who is retiring |
64.1 | ADirectormay be re-elected at theGeneral Meetingat which they retire (as long as they are eligible for re-election and have not toldus in writing that they do not want to be re-elected) if theshareholders pass anordinary resolution to re-elect theDirector. |
64.2 | ADirector retiring at aGeneral Meeting retires at the end of thatmeeting or (if earlier) when a resolution is passed to appoint someone in his place. Where a retiringDirector is re-elected theDirector continues as aDirector without a break. |
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65 | Electing two or more Directors |
65.1 | A single resolution for electing two or moreDirectors is void unless putting the resolution in this form has been approved by an earlier resolution taken at theGeneral Meeting, with no votes cast against. |
66 | People who can be Directors |
66.1 | Only the following people can be elected asDirectors at aGeneral Meeting: |
(a) | aDirector who is retiring at themeeting; |
(b) | a person who is recommended by theDirectors; or |
(c) | a person who has been proposed by ashareholder (under Article 66.2) who is entitled to attend and vote at theGeneral Meeting. |
66.2 | Ashareholder proposing aDirector must deliver to theregistered office: |
(a) | a signed letter stating that they intend to propose another person for election asDirector; and |
(b) | written confirmation from the person to be proposed that they are willing to be elected. |
These must be delivered at least 14 days before theGeneral Meeting, but not more than 42 days before themeeting (this period includes the date on which thenotice is given).
67 | Filling vacancies and appointing extra Directors |
67.1 | TheDirectors can appoint any person as an extraDirector or to fill acasual vacancy. AnyDirector appointed in this way must retire at the firstAnnual General Meeting after their appointment. At thisAnnual General Meeting they can be elected by theshareholders as aDirector. |
67.2 | Subject to Article 66, at aGeneral Meeting theshareholders can also pass anordinary resolution to fill acasual vacancy or to appoint an extraDirector. |
67.3 | ExtraDirectors can only be appointed under this Article up to the limit (if any) on the total number ofDirectors under theArticles (or any variation of the limit approved by theshareholders under theArticles). |
68 | Removing and appointing Directors by an ordinary resolution |
68.1 | Theshareholderscan pass anordinary resolution to remove aDirector, even though their time in office has not ended. This applies whatever else is said in theArticles, or in any agreement betweenus and theDirector concerned. Bylaw,wemust be given aspecial notice of theordinary resolution. But if aDirector is removed in this way, it will not affect any claim for damages for breach of any contract of service they may have. |
68.2 | Subject to Article 66, theshareholders can pass anordinary resolution to elect a person to replace aDirector who has been removed in this way. If aDirector is not appointed under this Article 68.2, the vacancy can be filled under Article 67. |
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69 | When Directors are disqualified |
69.1 | AnyDirector automatically ceases to be aDirector in any of the following circumstances. |
(a) | If a bankruptcy order is made against them. |
(b) | If they make any arrangement or composition with their creditors or apply for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under the Insolvency Act 1986. |
(c) | If they become ofunsound mind. |
(d) | If they have missedDirectors’ meetings for a continuous period of six months, without permission from theDirectors, and theDirectors pass a resolution stating that they have ceased to be aDirector. |
(e) | If they cease to be or are banned from being aDirector bylaw. |
(f) | If they: |
(i) | giveus a letter of resignation; or |
(ii) | offer to resign and theDirectors pass a resolution accepting the offer. |
(g) | If all the otherDirectors pass a resolution, or sign a notice, requiring theDirector to resign, they will no longer be aDirector when the notice is served on them. But if aDirector is removed in this way, this will not affect any claim for damages for breach of any contract of service which they may have withus. |
(h) | If they hold any executive office and this appointment is ended or expires without being renewed within 14 days, and theDirectors decide that they should leave their office. |
69.2 | When aDirector stops being aDirector for any reason, they will also automatically stop being a member of anycommittee. Their removal from office will be without prejudice to any claim which they orwemight bring over any contract of service between them andus. |
Directors’ meetings
70 | Directors’ meetings |
70.1 | TheDirectors can decide when to have meetings and how they will be conducted, and on thequorum. They can alsoadjourn their meetings. |
71 | How Directors’ meetings are called |
71.1 | AnyDirector can call a meeting. TheCompany Secretarymust also call a meeting if aDirector requests a meeting. |
71.2 | Meetings are called by serving anotice on all theDirectors. Thisnotice can be given to aDirector: |
(a) | personally; |
(b) | by word of mouth; |
(c) | bynoticein writing (sent to him or her at their last known address); or |
(d) | inelectronic form. |
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71.3 | AnyDirectorcan waive the right to receivenotice of any meeting, including one which has already taken place. |
72 | Quorum |
72.1 | If no otherquorum is fixed, twoDirectors are aquorum.Subject to theseArticles and thelaw, a meeting at which aquorum is present canexercise all the powers, authorities and discretions of theDirectors. |
72.2 | A person who holds office only as analternate director will, if the person who appointed them is not present, be counted in thequorum. |
72.3 | ADirector who ceases to be aDirector at aDirectors’ meeting can continue to be present and act as aDirector and be counted in thequorum until the end of that meeting if no otherDirector objects and aquorum would not otherwise be present. |
73 | The chairman of Directors’ meetings |
73.1 | If the chairman of theBoard is at a meeting, they will chair it. If the chairman notifies theDirectors that they will not attend theDirectors’ meeting then theDirectors will, in the advance of theDirectors’ meeting, appoint aDirector to chair the meeting. |
73.2 | Subject to Article 73.1, if the chairman of theBoard is not present, or if the chairman is not willing to act as chairman, within 10 minutes of the time when the meeting is due to start, theDirectors who are present can choose which one of them will chair the meeting. |
74 | Voting at Directors’ meetings |
74.1 | Matters for decision which arise at aDirectors’ meeting will be decided by a majority vote. If votes are equal, the chairman of the meeting has a second, casting vote.Directors can act even if there are vacancies. |
74.2 | The remainingDirectors can continue to act even if one or more of them stops being aDirector. But if the number ofDirectors falls below the minimum which applies under Articles 55 and 72 (including any variation of this minimum which is approved by anordinary resolution ofshareholders), the remainingDirector can only either: |
(a) | appoint furtherDirectors to make up the shortfall; or |
(b) | call aGeneral Meeting. |
74.3 | If noDirectors are willing or able to act under this Article 74, any twoshareholders can call aGeneral Meeting to appoint extraDirectors. |
75 | Directors’ meetings by video or web conference and phone |
75.1 | Any or all of theDirectors, or members of acommittee, can take part in a meeting of theDirectors or of acommittee by taking part in a video or web conference or by using a conference phone or similar equipment designed to allow everybody to take part in theDirectors’ meeting. |
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75.2 | Taking part in this way will be counted as being present at theDirectors’ meeting. ADirectors’ meeting which takes place by way of video or web conference, conference phone or similar equipment will be treated as taking place where most of the participants are. If there is no largest group,Directors’ meetings will be treated as taking place where the chairman is. |
75.3 | ADirectors’ meeting held in the way described in Article 75.1 will be valid as long as aquorum is present in one single place, or in places connected by way of video or web conference, telephone conference or similar equipment. |
76 | Resolutions in writing |
76.1 | This Article 76 applies to a written resolution which is signed or confirmedelectronically by the minimum number ofDirectors required to make aDirectors’ meeting or a meeting of acommittee quo rate. This kind of resolution is just as valid and effective as a resolution passed by thoseDirectors at a meeting orcommittee meeting which is properly called and held. |
76.2 | The resolution can be passed using several copies of a document, if each document is signed by one or moreDirectors, or eachDirector confirms their agreementelectronically. These copies can be sentelectronically. A resolution is not adopted unless the minimum number ofDirectors to make the meeting orcommittee meetingquo rate have signed it or confirmed their agreementelectronically. |
76.3 | A resolution signed by analternate director need not also be signed by the person who appointed them. Also, a resolution signed by the person who appointed analternate director need not also be signed by thealternate directorin that capacity. |
76.4 | A written resolution will be valid when it is signed by the lastDirector. |
76.5 | The resolution can be: |
(a) | in the form of a letter; |
(b) | inelectronic form (as long as it isin writing); or |
(c) | in any other way theDirectors may approve. |
77 | The validity of Directors’ actions |
77.1 | Everything which is done by: |
(a) | theBoard; |
(b) | acommittee; |
(c) | aDirector; |
(d) | a person acting as aDirector; or |
(e) | a member of acommittee; |
will be valid even though it is discovered later that anyDirector, or person acting as aDirector, was not properly appointed.
77.2 | Article 77.1 also applies if it is discovered later that anyone was disqualified from being aDirector, or had stopped being aDirector, or was not entitled to vote. |
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77.3 | In any of the cases set out above, anything done in favour of anyone dealing withus in good faith will be as valid as if there was no defect or irregularity of the kind referred to in this Article 77. |
Directors’ interests
78 | Authorising Directors’ interests |
78.1 | For the purposes of Section 175 of theCompanies Act, theDirectors can authorise any matter which: |
(a) | would or could be a breach of aDirector’s duty under that section; or |
(b) | could result in a breach of aDirector’s duty under that section. |
This authorisation will avoid a situation arising in which theDirector has, or could have, a direct or indirect interest that conflicts, or could conflict, withour interests.
78.2 | For authorisation of a matter under this Article to be effective: |
(a) | the matter in question must have been proposedin writing for consideration at aBoard meeting, in line with theBoard’s normal procedures or in any other way theDirectors may decide; |
(b) | anyquorum requirement at theBoard meeting when the matter is considered must be met without counting anyInterested Directors; and |
(c) | the matter must be agreed without theInterested Directors voting, or would have been agreed if the votes of theInterested Directors had not been counted. |
78.3 | Any matter authorised under this Article will include any existing or potential conflict of interest which it is reasonable to expect will arise out of the authorised matter. |
78.4 | Any authorisation of a matter under this Article will besubject to any conditions or limitations that theBoard decides. TheBoard can decide the conditions or limitations at the time authorisation is given, or later on, and can end them at any time. ADirector must comply with any obligations theDirectors impose on him or her after a matter has been authorised. |
78.5 | ADirector does not have to hand over tous any benefit he or she receives (or apersonconnected with them receives) as a result of anything theBoardhas authorised under this Article. No contract, transaction or arrangement of the type described in this Article can be set aside because of anyDirector’s interest or benefit. |
79 | Directors may have certain interests |
79.1 | Subject to complying with Article 79.2, aDirector can have the following interests. |
(a) | ADirector (or aperson connected with them) can be a director,officer or employee of, or have an interest in (including holding shares) anyRelevant Company. |
(b) | ADirector (or aperson connected with them) can have an interest in anyRelevant Company we have an interest in, or be a party to a contract with that company. |
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(c) | ADirector (or aperson connected with them, or any firm theDirector is a partner, employee orshareholder of) can do professional work for anyRelevant Company (other than as anAuditor) whether or not they are paid for the work. |
(d) | ADirector can have an interest if it is unreasonable to expect that it will result in a conflict of interest. |
(e) | ADirector can have an interest, transaction or arrangement which may result in another interest which they do not know about. |
(f) | ADirector may have an interest in any matter authorised under Article 78. |
(g) | A Director may have any other interest authorised byordinary resolution. |
No authorisation under Article 78 is required for any interests under this Article 79.1.
79.2 | TheDirector must declare the nature and extent of any interest allowed under Article 79.1, but which does not fall within Article 79.3. They must do this at aBoard meeting or by sending notice in writing to otherDirectorselectronically or otherwise. If a Director: |
(a) | has an interest in a company and is interested in any transaction or arrangement with that company; or |
(b) | is connected with a person and is interested in a transaction with that person, |
they must declare the nature and extent of any interest and give such notice at aBoard meeting.
79.3 | ADirector does not need to declare an interest: |
(a) | falling within paragraph (d) or (e) or (f) of Article 79.1; |
(b) | if the otherDirectors already know about the interest (and for this purpose the otherDirectors will be treated as knowing about the interest if it is reasonable to expect they know about it); or |
(c) | if the interest concerns the terms of their service contract (as defined in Section 227 of theCompanies Act) that have been or are to be considered at aBoard meeting or at a committee meeting ofDirectors appointed under theseArticlesto consider the terms. |
79.4 | ADirector does not have to hand over tous any benefit he or she (or aperson connected with them) receives: |
(a) | from any contract or employment with, or interest in, anyRelevant Company; or |
(b) | for any payment as referred to in Article 79.1. |
No contract, transaction or arrangement of the type described above can be set aside because of anyDirector’s interest or benefit.
79.5 | In this Article each of the following is aRelevant Company: |
(a) | NG; |
(b) | asubsidiaryofNG; |
(c) | anyholding company ofNG or asubsidiary undertaking of any suchholding company; |
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(d) | anycompany promoted byNG; or |
(e) | anycompany in whichNG is interested. |
80 | Restrictions on quorum and voting |
80.1 | Unless this Article says otherwise, and regardless of whether the interest is one which is authorised under Article 78 or allowed under Article 79, aDirector cannot vote (and if he or she does, their vote will not be counted) on a resolution about a contract in which they (or aperson connected with them) have an interest. |
80.2 | ADirector cannot be counted in thequorum for aBoard meeting in relation to any resolution on which they are not entitled to vote. |
80.3 | If thelaw allows, aDirector can (unless they have some other interest as well as an interest allowed by this Article) vote and be counted in thequorum on a resolution concerning a contract: |
(a) | in which theDirector has an interest which they do not know about; |
(b) | in which theDirector has an interest which it is unreasonable to expect will result in a conflict of interest; |
(c) | in which theDirector has an interest only because they holdour shares,debentures or othersecurities, or by reason of any other interest in or throughus; |
(d) | which involves giving any security, guarantee orindemnity to theDirector or any otherperson for: |
(i) | money lent or obligations incurred by theDirector, or by any other person; |
(ii) | at our request, or forour benefit or the benefit of any ofour subsidiaries; or |
(iii) | a debt or other obligation which is owed byus or any ofour subsidiariesto that other person if theDirector has taken responsibility for all or any part of that debt or obligation by giving a guarantee, security orindemnity; |
(e) | wherewe or any ofour subsidiariesare offering any shares,debentures or othersecurities forsubscription or purchase: |
(i) | to which theDirector is or may be entitled as a holder ofoursecurities; or |
(ii) | where theDirector will be involved in theunderwriting orsub-underwriting; |
(f) | relating to any othercompany in which theDirector has an interest, directly or indirectly (including holding a position in thatcompany) or is ashareholder, creditor, employee or is otherwise involved in thatcompany. These rights do not apply if theDirector owns one per cent or more of thatcompany or of the voting rights in thatcompany; |
(g) | relating to an arrangement for the benefit ofour employees or former employees or any ofour subsidiarieswhich only gives theDirectors the same benefits that are generally given to the employees or former employees the arrangement relates to; |
(h) | relating tous buying or renewing insurance for anyliability for the benefit ofDirectors and others; |
(i) | which gives Directors indemnities; |
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(j) | relating to funding expenditure by anyDirector orDirectors: |
(i) | on defending criminal, civil or regulatory proceedings or actions against theDirector or theDirectors; |
(ii) | in connection with an application to the court for relief; or |
(iii) | on defending theDirector or theDirectors in any regulatory investigations; |
(k) | which enables anyDirector orDirectors to avoid incurring expenditure as described in paragraph (j); and |
(l) | in which theDirector’s interest, or the interest ofDirectors generally, has been authorised by anordinary resolution. |
80.4 | This Article 80 applies if theDirectors are considering proposals to appoint two or moreDirectors to positions withus or anycompanywe are interested in. It also applies if theDirectors are considering setting or changing the terms of the appointment. These proposals can be split up to deal with each proposedDirector separately. If this is done, each proposedDirector can vote and be included in thequorum for each resolution, except the one concerning them. |
80.5 | If any question comes up at ameeting about whether aDirector has amaterial interest or whether they can vote or be counted in thequorum, and theDirector does not agree to abstain from voting on the issue or not be counted in thequorum, the question will be referred to the chairman of themeeting. The chairman’s ruling about theDirector is conclusive, unless the nature or extent of theDirector’s interests has not been fairly disclosed to theBoard. If the chairman is theDirector in question, the question will be decided by a resolution of theBoard (the chairman will be counted in thequorum but will not vote on the matter) and the resolution will be final unless the nature or extent of the chairman’s interest (so far as it is known to them) has not been fairly disclosed to theBoard. |
81 | Confidential information |
81.1 | Subject to Article 78, if aDirector receives information for which he or she owes a duty of confidentiality to aperson other thanus, and they did not receive the information because of their position as aDirector, they will not be required to: |
(a) | disclose the confidential information to theBoard, or to any ofDirectors,officers or employees; or |
(b) | use or apply the confidential information in any other way in connection with their duties as aDirector. |
81.2 | A duty of confidentiality may arise when aDirector has, or could have, a direct or indirect interest that conflicts, or may conflict, withour interests. This Article 81 will apply only if the conflict arises out of a matter which has been authorised under Article 78 or falls within Article 79. |
81.3 | This Article does not affect any equitable principle (rules of fairness) or rule oflaw which may excuse or release theDirector from disclosing information, in circumstances where disclosure may otherwise be required under this Article. |
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82 | Directors’ interests - general |
82.1 | For the purposes of Articles 78 to 82: |
(a) | an interest of aperson who is connected with aDirector will be treated as an interest of theDirector; and |
(b) | Section 252 of the CompaniesAct will determine whether aperson is connected with aDirector. |
82.2 | Where aDirector has an interest which it is reasonable to expect will result in a conflict of interest, theDirector will, if asked to do so by theBoard, take any additional steps that are necessary or desirable to manage the conflict of interest. These steps can include complying with any procedures laid down by theBoard to manage conflicts of interest generally, or carrying out any specific procedures approved by theBoard for managing the situation or matter in question, including (without limitation) theDirector: |
(a) | being absent from anyBoard meetings where the relevant situation or matter is to be considered; and |
(b) | not being given access to documents or information made available to theBoard generally in relation to such a situation, or arranging for the documents or information to be reviewed by a professional adviser to determine whether it is appropriate for him or her to have access to such documents or information. |
82.3 | By passing anordinary resolution, theshareholders can ratify any contract not properly authorised because it breached any of the provisions in Articles 78 to 82. |
Minutes
83 | Minutes |
83.1 | TheDirectors must make sure that minutes are made in the appropriate books: |
(a) | recording the appointment of officers made by theDirectors; |
(b) | recording the proceedings ofshareholder meetingsand meetings of theDirectors andcommittees; and |
(c) | recording in each case the names of theDirectors present. |
83.2 | Subject tothelaw, the minutes will be a sufficient record of the meeting if signed by the chairman. |
Directors’ committees
84 | Delegating powers to committees |
84.1 | TheDirectors can delegate any of their powers, or discretions, tocommittees of one or moreDirectors. This includes powers or discretions relating toDirectors’ pay or giving benefits toDirectors. If theDirectors have delegated any power or discretion to acommittee, any references in theseArticles to using that power or discretion include its use by thecommittee. Anycommittee must comply with any regulations laid down by theDirectors. These regulations can require or allow people who are notDirectors to be co-opted onto thecommittee, and can give voting rights to co-opted members. |
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84.2 | Unless theDirectors decide not to allow this, acommittee can sub-delegate powers and discretions to sub-committees. References in theseArticles tocommittees include sub-committees permitted under this Article 84. |
85 | Committee procedure |
85.1 | If acommittee includes two or moreDirectors, theArticles which regulateDirectors’ meetings and their procedure will also apply tocommittee meetings (if they can apply tocommittee meetings), unless these are inconsistent with any regulations for thecommittee which have been laid down under Article 84.1. |
Directors’ powers
86 | General powers of Directors |
86.1 | TheDirectors manageour business and affairs.Subject tothe Statutes, theseArticles, and any regulation made byspecialresolution which affects their powers, the Directors will exercise all powers other than thosewe are required to exercise in aGeneral Meeting. No regulation made byspecial resolution will invalidate any act previously carried out by theDirectors which would have been valid if the regulation had not been made. The general powers granted to theDirectors by this Article 86.1 will not be limited or restricted by any special authority or power given to theDirectors by any of the other provisions in theseArticles. |
87 | Provision for employees if we cease or transfer our business |
87.1 | Ifwe cease or transfer to any person the whole or part of the undertaking ofNG (or the whole or part of the undertaking of any ofoursubsidiaries), theDirectors may make provision for the benefit ofour employees or former employees (or the employees or former employees of that subsidiary) other than directors, former directors, or shadow directors. |
88 | The power to appoint attorneys and agents |
88.1 | TheDirectors can appoint anyone (including the members of a group which changes over time) asourattorneys or agents by granting apower of attorney or by authorising them in some other way. Theattorneys or agents can either be appointed directly by theDirectors, or theDirectors can give someone else the power to appointattorneys or agents. TheDirectors can decide on the purposes, powers, authorities and discretions ofattorneys or agents. But they cannot give anattorneyor agent any power, authority or discretion which theDirectors do not have under theseArticles. |
88.2 | TheDirectors can decide how long apower of attorney or authority will last for, and they can attach any conditions to it. Thepower of attorney or authority can also include any provisions which theDirectors decide on for the protection and convenience of anybody dealing with theattorney or agent. Thepower of attorney can also allow theattorney to grant any or all of their power, authority or discretion to any other person. |
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88.3 | For the purposes of this Article 88 but subject to Article 88.1, anattorney can be appointed by: |
(i) | twoDirectors; or |
(ii) | aDirector and theCompany Secretary; or |
(iii) | aDirector in the presence of a witness who confirms the signature of theDirector. |
An agent can be appointed by aDirector or theCompany Secretary.
89 | Local boards |
89.1 | TheDirectors can establish any local boards or agencies for managing any ofour affairs, either in theUnited Kingdom or elsewhere. |
89.2 | TheDirectors can: |
(a) | appoint members of these local boards, or any managers or agents; |
(b) | fix their remuneration, and |
(c) | delegate to any local board, manager or agent any of theDirectors’ powers, authorities and discretions, including the power to sub-delegate. |
89.3 | TheDirectors can authorise the members of any local boards to fill any vacancies and to act despite any vacancies. |
89.4 | Any appointments or delegations can be made under any terms that theDirectors think fit. TheDirectors can remove any person appointed in this way, and end or vary any such delegation. No person dealing in good faith with the local board or agency will be affected if they have not received notice of any termination or variation of the appointment or delegation. |
90 | Using the title ‘Director’ |
90.1 | A person who is employed by, or occupies an office withNG may be given a title which includes the word ‘Director’. This does not mean that the person is aDirector ofNG or that the person can act as aDirector ofNG or be deemed to be aDirector ofNG under theseArticles. |
91 | Signatures on cheques |
All cheques, promissory notes, drafts, bills of exchange and othernegotiable or transferable instruments, and all receipts for money paid tous, can be signed, drawn, accepted, endorsed or made legally effective in any way theDirectors decide by passing a resolution.
92 | Borrowing powers |
92.1 | So far as theCompanies Acts allow, theDirectors canexercise allour powers to: |
(a) | borrow money; |
(b) | issue (subject tothe provisions of theCompanies Actsdealing with authority toallot debenturesconvertible intoshares)debentures and othersecurities; and |
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(c) | give any form of: |
(i) | guarantee; and |
(ii) | security, either outright or as collateral and over all or any ofourundertakings, property andassets; |
for any orourdebts,liabilities or obligations or those of any third party.
93 | Borrowing restrictions |
93.1 | TheDirectors must: |
(a) | limit ourBorrowings; and |
(b) | exercise all voting and other rights or powers of controlwe have overoursubsidiary undertakings; |
to make sure that the total amount of allBorrowings by theGroup outstanding at any time (excluding any borrowings owed by one member of theGroup to another) will not be more than £35,000,000,000 or any other amount approved byshareholders by anordinary resolution at aGeneral Meeting.
This limitation onBorrowings will only affectsubsidiary undertakings to the extent that theDirectors can restrict theBorrowings of thesubsidiary undertakings by exercising the rights or powers of control whichwe have overoursubsidiary undertakings.We can consent in advance to exceeding the borrowing limit by passing anordinary resolution at aGeneral Meeting.
93.2 | In this Article: |
(a) | Group meansNG, itssubsidiaries andsubsidiary undertakings, other than those not consolidated inNG’s group accounts in line with Section 402 of theCompanies Act; |
(b) | minority proportion means the proportion of the issued equity share capital of a partly-owned subsidiary which is not, for the time being, beneficially owned within theGroup; and |
(c) | borrowings means the aggregate amount (combined total) of all liabilities and obligations of theGroup which, in line with the accounting bases and principles of theGroup, are treated as borrowings in the latestaudited consolidated balance sheet(see Article 93.2(d)) of theGroup and will include: |
(i) | money borrowed from outside theGroupby a partly-ownedsubsidiary(less a proportion equal to theminority proportion); and |
(ii) | the proportion of money (equal to theminority proportion) borrowed by a member of theGroupfrom a partly-ownedsubsidiaryof theGroup. |
Borrowings do not include:
(i) | money borrowed by one member of theGroup to repay (with or without a premium), within six months of being borrowed, all or part of the outstanding borrowings owed by another member of theGroup; |
(ii) | for six months from the date on which a company becomes asubsidiary undertaking of theGroup, an amount equal to money borrowed by thatcompany, and which is outstanding at the date when it becomes a member of theGroup; |
(iii) | for six months from the date on which acompany is acquired by a member of theGroup, an amount secured on an asset of that company, and which is outstanding at the date of acquisition; and |
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(iv) | money beneficially owned by a member of theGroup which is deposited with a person who is not a member of theGroup and which must be repaid on, or within three months of, a demand (less, in the case of a partly-ownedsubsidiary of theGroup, a proportion equal to theminority proportion). |
If the amount ofBorrowings is being calculated in connection with a transaction involving acompany becoming or ceasing to be a member of theGroup, the amount is to be calculated as if the transaction had already occurred.
The aggregate of the following will be credited against the money borrowed:
(i) | cash in hand of theGroup; |
(ii) | cash deposits and the balance on each current account of theGroup with banks in theUnited Kingdom (and elsewhere if this applies) if the remittance of the cash to theUnited Kingdom is not prohibited by anylaw, regulation, treaty or official directive; |
(iii) | the amount of all short-termassets that might be included in ‘Investments – short-term loans and deposits’ in a consolidated balance sheet of theGroup, prepared on the date of the relevant calculation in line with the principles with which the latest audited balance sheet was produced; and |
(iv) | the amount of any cash or short-termassets which are securing the repayment of any amount borrowed by theGroup deposited or otherwise placed with the trustee or similar entity in respect of the relevant borrowing. |
Where the aggregate principal amount ofBorrowings required to be taken into account for the purposes of this Article 93 is being calculated on any particular date, the following will apply:
(i) | Money borrowed byNG or anysubsidiary undertaking expressed or calculated in a currency other than sterling will be converted into sterling using the current rate of exchange, when preparing the audited balance sheet which forms the basis of the calculation of theBorrowings. Or, if the calculation did not involve the relevant currency, theAuditors can refer to the rate of exchange, or approximate rate of exchange, they consider appropriate on the date the audited balance sheet was prepared. |
(ii) | If, under the terms of any borrowing, the amount of money needed to discharge the principal amount of the borrowing in full if it fell to be repaid (at the option ofNG or by reason of default) is less than the amount that would otherwise be taken into account for such borrowing, for the purpose of this Article 93, the amount of the borrowing to be taken into account will be the lesser amount. |
(d) | Audited consolidated balance sheet means the audited consolidated balance sheet of theGroup prepared in line with thelawfor the relevant financial year. |
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93.3 | A certificate or report given by a person chosen by theDirectors certifying or reporting on the total amount ofBorrowings by theGroup outstanding at a particular time will be conclusive evidence of that amount. However, theDirectors can rely on a ‘good-faith’ estimate of the total amount ofBorrowings at any time and if, as a result, the borrowing limit stated in Article 93.1 is accidentally exceeded, an amount of borrowings equal to the excess can be disregarded until six months after the date on which theDirectors became aware that such a situation had or may have arisen. |
93.4 | No lender or other person dealing with theGroup needs to see or enquire if we are observing the borrowing limit imposed by Article 93.1. No debt incurred or security given in excess of this borrowing limit will be invalid or ineffective unless the lender or the recipient of the security was given notice at the time when the debt was incurred or security given, that the limit had been or would be exceeded as a result. |
Alternate directors
94 | Alternate directors |
94.1 | AnyDirector can appoint any person (including anotherDirector) to act in their place (this person is called analternate director). These appointments need the approval of the otherDirectors, unless the proposedalternate director is anotherDirector. ADirector appoints analternate director by delivering a signed appointment (or in any other way approved by theDirectors) tous. Analternate director need not be ashareholder. |
94.2 | The appointment of analternate director ends if theDirector appointing them ceases to be aDirector, unless thatDirector retires at aGeneral Meeting at which theDirector is re-elected under Article 64. ADirector can also remove theiralternate directorby delivering a signed notice (or in any other way approved by theDirectors) tous. Analternate director can also be removed as analternate directorby a resolution of theDirectors. |
94.3 | Analternate director is entitled to receivenotices ofDirectors’ meetings once they have givenusan address, electronic address or fax number wherewecan servenotices. They are entitled to attend and vote as aDirector at any meeting where theDirector appointing them is not present and generally to perform all the functions of theDirector appointing them as analternate director. If thealternate directoris aDirector or attends any meeting as an alternate for more than oneDirector, they will have one vote for eachDirector they act as an alternate for, as well as their own vote as aDirector. However, they may not be counted more than once for the purposes of thequorum. If the person who appointed them is temporarily unable to act through ill health or disability, the signature of thealternate directorto any resolution in writing of theDirectors is as effective as the signature of the person who appointed them. |
94.4 | If theDirectors decide to allow this, Article 94.3 also applies to any meeting of acommittee that the person who appointed them is a member of. |
94.5 | Analternate director will alone be responsible tous for their own actions and mistakes. Except as said in this Article 94, analternate director: |
(a) | does not have power to act as aDirector; |
(b) | is not considered to be aDirector for the purposes of theArticles; |
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(c) | is not considered to be the agent of the person who appointed them; and |
(d) | cannot appoint analternate director. |
94.6 | If thelawallows, analternate director is entitled to: |
(a) | contract; |
(b) | benefit from contracts or arrangements or transactions; |
(c) | be repaid expenses; and |
(d) | beindemnified to the same extent as if thealternate director were aDirector. |
However, thealternate director is not entitled to receive anypay fromus, except for anypay wewould otherwisepay to the person who appointed them but which they had toldus,in writing, topay to their alternate or unlesswe decide otherwise byordinary resolution.
The Company Secretary
95 | The Company Secretary |
95.1 | TheCompany Secretaryis appointed by theDirectors. TheDirectors decide on the terms and period of their appointment as long as thelawallows this. TheBoard can also remove theCompany Secretary, but this does not affect any claim for damages againstus for breach of any contract of employment they may have. TheDirectors may appoint two or more people to be joint Company Secretaries. One or more deputy and/or assistantCompany Secretaries may also be appointed. |
The Seal
96 | The Seal |
96.1 | TheDirectors are responsible for arranging for theSeal and anysecurities seal to be kept safely. TheSealand anysecurities seal can only be used with the authority of theBoard or a duly-authorisedcommitteeof the Board. Thesecurities seal can be used only for sealingsecuritieswe issue in certificated form and sealing documentsweissue to create or certifysecurities. |
96.2 | Subject tothe provisions of theseArticles and unless theBoard or a duly authorisedcommitteeof the Board decide otherwise, every document which is sealed using theSealmust be signed personally by: |
(a) | oneDirector and the Company Secretary; |
(b) | twoDirectors; or |
(c) | aDirector in the presence of a witness who confirms the signature of theDirector. |
96.3 | Acommittee duly authorised by theBoard for the purposes of this Article 96 can consist entirely or partly of people other thanDirectors. Other than the provisions of Articles 83.1(a) and (b), Articles 83 and 76 will apply to thiscommittee. |
96.4 | Where a signature is required to witness theSeal, theDirectors can decide that the witness need not sign the document personally but that their signature can be printed on it mechanically,electronically or in any other way theDirectors approve. |
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96.5 | Securities and documents which have thesecurities seal stamped on them do not need to be signed unless theDirectors or thelawrequire this. |
96.6 | TheDirectors can use all the powers given bylaw relating to official seals to be used abroad. |
96.7 | Ourcertificates fordebentures or othersecurities may be printed in any way and may be sealed or signed for (or both) in any way allowed by theseArticles. |
96.8 | As long as it is allowed bylaw, any documentweagree to that is signed by: |
(a) | oneDirector and theCompany Secretary; |
(b) | twoDirectors; or |
(c) | aDirector in the presence of a witness who confirms the signature of theDirector, |
(d) | will be as effective as if theSeal had been used. However, a document intended as a deed must not be signed in this way without the authority of theDirectors or of acommittee authorised by theDirectors to give such authority. |
Authenticating documents
97 | Establishing that documents are genuine |
97.1 | AnyDirector, or theCompany Secretary, has power to authenticate any of the following, and to certify copies or extracts from them as true copies or extracts: |
(a) | any documents relating toour constitution; |
(b) | any resolutions passed by theshareholders, or by theDirectors or by acommittee; and |
(c) | any books, documents, records or accounts which relate toour business. |
97.2 | When any books, documents, records and accounts are not kept at theregistered office,our officer who holds them is treated as a person who has been authorised by theDirectors to authenticate any of them, and to provide certified copies or extracts from them. |
97.3 | This Article 97.3 applies to a document which appears to be a copy of a resolution or an extract from the minutes of any meeting, and which is certified as a copy or extract as described in Article 97.1 or 97.2. This document is conclusive evidence for anyone who deals withus on the strength of the document that: |
(a) | the resolution has been properly passed; or |
(b) | the extract is a true and accurate record of the proceedings of a valid meeting. |
Reserves
98 | Setting up reserves |
98.1 | TheDirectors can set aside any ofourprofits and hold them in areserve or use these sums for any legal purpose. Sums held in areserve can either be used inour business or be invested. TheDirectors can divide thereserve into separate funds for special purposes and alter the funds thereserve is divided into. TheDirectors can also carry forward any profits without holding them in areserve. TheDirectors must comply with the legal restrictions which relate toreserve funds. |
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Dividends
99 | Final dividends |
99.1 | By law, theDirectors can recommend the amount of anyfinal dividend. Theshareholderscan thendeclare final dividends by passing anordinary resolution. No dividend can exceed the amount recommended by theDirectors. |
100 | Fixed and interim dividends |
100.1 | By law, if theDirectors consider thatour profits justify dividend payments, they can: |
(a) | pay the fixed dividends on any class ofshares carrying a fixed dividend on the dates set down for paying these dividends; and |
(b) | payinterim dividendsonshares of any class of the amounts, and on the dates and for the periods they decide. |
But nointerim dividend will be paid onshares which carry deferred or non-preferred rights if, at the time of payment, any preferentialdividend is inarrears (on any one of them).
100.2 | If theDirectors act in good faith, they are not liable to anyshareholders who suffer a loss because theDirectors have paid a lawful dividend under this Article 100 on othershares whichrank equally with or behind theirshares. |
101 | Dividends not in cash |
101.1 | If theDirectors recommend this, theshareholderscan pass anordinary resolutionto direct all or part of a dividend to be paid by distributing specificassets(and in particularpaid-up shares ordebentures of any othercompany). TheDirectors will give effect to such a resolution. Where any difficulty arises on distributing or valuing theassets, theDirectors can settle it as they decide. In particular, they can: |
(a) | issue fractionalcertificates (or ignore fractions); |
(b) | fix the value ofassetsfor distribution purposes; |
(c) | subject tothe law and, in the case ofshares held in uncertificated form, thesystem’s rules, authorise and instruct any person to sell and transfer any fractions; |
(d) | pay cash of a similar value to adjust the rights of people entitled to the dividend; and |
(e) | transfer anyassetstotrusteesfor people entitled to the dividend. |
102 | Deducting amounts owing from dividends and other money |
102.1 | If ashareholderowes any money relating toshares, theDirectors can deduct any of this money from: |
(a) | any dividend on anyshares held by theshareholder; or |
(b) | any other money payable byusto theshareholderin connection with theshares. |
Money deducted in this way can be used to pay amounts owed tousin connection with theshares.
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103 | Payments to shareholders |
103.1 | Any dividend or other money payable in cash (whether in sterling or foreign currency) relating to ashare can be paid: |
(a) | by cheque or warrant or any other similar financial instrument made payable to theshareholderwho is entitled to it and sent direct to their registered address. In the case of jointshareholders, the cash will be sent to theshareholder who is first named in theRegister and sent direct to their registered address. The cash can also be sent to someone else named in a written instruction from theshareholder (or from all jointshareholders); |
(b) | in the case ofshares in uncertificated form, by the use of arelevant system (if authorised by theshareholder); |
(c) | by inter-bank transfer or other electronic means to an account named in a written instruction from the person receiving the payment; or |
(d) | in some other way agreed between theshareholder (or all jointshareholders) andus. |
103.2 | For jointshareholders, or people jointly andautomatically entitled to shares by law,wecan rely on a receipt for a dividend or other money paid onshares from any one of the jointshareholders. |
103.3 | Cheques and warrants are sent, and payment in any other way is made, at the risk of the people who are entitled to the money.Weare treated as having paid a dividend if such a cheque or warrant is cleared or if a payment using arelevant system or bank transfer or other electronic means is made in line withour instructions.We will not be responsible for a payment which is lost or delayed. If any cheque or warrant or related tax voucher has been, or is alleged to have been, lost, stolen or destroyed, theDirectors may issue a replacement cheque or warrant or related tax voucher if the person entitled to the money requests this and paysour administrative expenses for complying with their request. |
103.4 | Unless the rights attached to anyshares, or theterms of anyshares or theArticlessay otherwise, a dividend, or any other money payable in respect of ashare, can be paid in whatever currency theDirectors decide, using an appropriate exchange rate selected by theDirectors for any currency conversions. TheDirectors can also agree how and when the amount to be paid in the other currency will be calculated and paid, and forus or any other person to pay any costs involved. |
103.5 | No dividend or other sum payable byuson or forour shares carries a right to interest fromus unless the rights of theshares provide otherwise. |
103.6 | If the person entitled to the dividend is one ofour employees or one ofoursubsidiaries, the cheque or warrant may be sent to that person throughour internal post system or that ofoursubsidiary. |
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104 | Record dates for payments and other matters |
104.1 | Any dividend or distribution can be paid to theshareholdersshown on theRegister at the close of business on a particular day. The date must be stated in the resolution passed for payment of the dividend or providing for the distribution. The payment will be based on the number ofshares registered on that day. This Article 104 applies whether what is being done is the result of a resolution of theDirectors or a resolution passed at aGeneral Meeting. The date stated for payment can be before any relevant resolution was passed. This Article 104 does not affect the rights between past and presentshareholders to payments or other benefits. |
105 | Dividends which are not claimed |
105.1 | TheDirectorscan invest a dividend or use it in some other way forour benefit if it has not been claimed for one year after the passing of either: |
(a) | the resolution at aGeneral Meeting declaring that dividend; or |
(b) | the resolution of theDirectors providing for payment of that dividend; |
(whichever is later).
If theDirectors decide to pay unclaimed dividends into a separate account,wewill not be atrusteeof the money and will not be liable to pay any interest on it. Any dividend which has not been claimed for 12 years after the date on which it wasdeclared or became due for payment will beforfeited and belong tous.
105.2 | We can stop paying dividends or other monies payable by cheque or other payment order if the cheques or other payment orders for two dividends or other monies payable in a row are sent back or not cashed. This also applies if, following one such occasion, reasonable enquiries have failed to establish any new postal or delivery address for theshareholder or appropriate details for making payment in any other way.We can start paying dividends in this way again if theshareholder or a personautomatically entitled to the shares by law claims those dividends. |
106 | Waiving dividends |
106.1 | Wecan waive (not pay out) all or any dividend by acting on a document signed by theshareholder(or the personautomatically entitled to the shares by law) and delivered tous. |
Capitalising reserves
107 | Capitalising reserves |
107.1 | Taking account of anyspecial rightsattaching to any class ofshares, theshareholderscan pass anordinary resolutionto allow theDirectors to change into capital any sum: |
(a) | which is part of any ofourreserves (includingpremiumsreceived when anyshares wereissued,capital redemption reservesor other un distributablereserves); or |
(b) | whichweare holding as undistributed profits. |
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107.2 | Unless theordinary resolutionstates otherwise, theDirectors will use the sum which is changed into capital by setting it aside for theshareholdersat the close of business on the day the resolution is passed (or another date stated in the resolution). The sum set aside must be used toallotshares and distribute them toshareholders (or as they may direct) as bonusshares in proportion to their holdings ofsharesat the time. Theshares can be ordinaryshares or, if the rights of otherexisting shares allow this,shares of some other class. |
107.3 | If any difficulty arises distributingshares in line with this Article 107, theDirectors,subject to thelaw and theCREST Regulations, can resolve it in any way they decide. For example, they can deal with entitlements to fractions of ashare or any options involvingour employee share schemes. They can decide: |
(a) | that the benefit ofshare fractions belongs tous; |
(b) | thatshare fractions are ignored; or |
(c) | deal with fractions in some other way including by cash payment. |
107.4 | TheDirectors can appoint any person to sign any contract withuson behalf of those who are entitled toshares under the resolution. Such a contract is binding on allshareholders concerned. |
Scrip dividends
108 | Shareholders can be offered the right to receive scrip dividends (extra shares instead of cash dividends) |
108.1 | If thelawallows, theDirectors can, on any terms they think fit, offershareholders the right to receive extrashares, instead of some or all of their cash dividend. Theshareholdersmust have passed anordinary resolutionauthorising theDirectors to make this offer before theDirectors can do this. |
108.2 | Theordinary resolutioncan apply to a particular dividend or dividends. Or it can apply to some or all of the dividends which can bedeclared or paid in the period up to and including theAnnual General Meeting which is held in the fifth year after theordinary resolutionis passed. |
108.3 | TheDirectors can offershareholdersthe right to request newshares instead of cash for: |
(a) | the next dividend; or |
(b) | all future dividends (if a share alternative is made available), until they tellusthat they no longer want to receive newshares or the authority under Article 108.1 is not renewed. |
TheDirectors can also allowshareholdersto choose between these alternatives.
108.4 | Ashareholderis entitled toshares whose totalrelevant valueis as near as possible to, but not greater than, the cash dividend they would have received. Therelevant value of ashare is a value calculated in the way set out in theordinary resolution. If theordinary resolution does not set this out, then therelevant valueof ashare is the average value of thesharesfor the five dealing days starting from, and including, the day when theshares are first quoted ‘ex dividend’. This is worked out from the average middle-market quotations for theshareson theLondon Stock Exchange, as published in its Daily Official List. A certificate or report from theAuditor stating therelevant value will be conclusive evidence of that amount. |
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108.5 | TheDirectors will only apply this Article 108 ifwe have enough revenues or reserves which can becapitalised to satisfy the offer. |
108.6 | After theDirectors have decided to apply this Article 108 to a dividend, as soon as reasonably practicable they must, notify eligibleshareholders in writing of their right to opt for newshares. This notice should also say how, where and whenshareholdersmust notifyusif they want to receive newshares. Where newshares are available andshareholdershave already opted to receive newshares in place of all future dividends,wewill not notify them of a right to opt for newshares. Instead,wewill remind them that they have already opted for newshares and tell them how to tellusif they want to start receiving cash dividends again. |
108.7 | TheDirectors can set a minimum number ofshares whichshareholderscan receive under their right to choose newshares. Noshareholderswill receive a fraction of ashare. TheDirectors can decide how to deal with any fractions left over.We can, if theDirectors decide, have the benefit of these left over fractions. |
108.8 | TheDirectors can exclude or restrict the right to opt for newshares, or make any other arrangements which they decide are necessary or convenient to deal with any of the following legal or practical problems: |
(a) | problems relating to laws of any territory; or |
(b) | problems relating to the requirements of any recognised regulatory body or stock exchange in any territory; or |
(c) | where special formalities would otherwise apply in connection with the offer of newshares. |
108.9 | So far as ashareholderopts to receive newshares, no dividend on theshares for which they have opted to receive newshares (called theelected shares) will bedeclaredor payable. Instead, newshareswill beallottedon the basis set out earlier in this Article 108. To do this theDirectors will convert into capital the sum equal to the totalnominal amountof the newsharesto beallotted. They will use this sum to pay up in full the appropriate number of newshares. These will then beallottedand distributed to the holders of theelected sharesas set out above. The sum to be converted into capital can be taken from any amount in anyreserveor fund (including theshare premium account, anycapital redemption reserveand the income statement). Article 107 applies to this process, so far as it is consistent with this Article 108. |
108.10 | Unless theDirectors decide otherwise or theCREST Regulations or the rules of arelevant system require otherwise, any newshares which ashareholder has chosen to receive instead of some or all of their cash dividend will be: |
(a) | shares in uncertificated form if the correspondingelected shares wereuncertificated shareson the record date for that dividend; and |
(b) | shares in certificated form if the correspondingelected sharesweresharesin certificated form on the record date for that dividend. |
108.11 | The newsharesrank equally in all respects with theexisting shareson the record date for the dividend. But, they are not entitled to share in the dividend from which they arose. |
108.12 | TheDirectors can decide at their discretion that newshares will not be available in place of any cash dividend. They can decide this at any time before newshares areallottedin place of a cash dividend, whether before or aftershareholdershave opted to receive newshares. |
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Accounts
109 | Accounting and other records |
TheDirectors will make sure that proper accounting records that comply with thelaware kept to record and explainourtransactions.
110 | The location and inspection of records |
110.1 | The accounting records will be kept: |
(a) | at theregistered office; or |
(b) | at any other place which thelawallows, and theDirectorsdecide on. |
110.2 | Ourofficers always have the right to inspect the accounting records. |
110.3 | Anyone else (including ashareholder) does not have any right to inspect any ofour accounting books or papers unless: |
(a) | thelawor a proper court order or anordinary resolutionpassed byusgives them that right; or |
(b) | theDirectors authorise them to do so. |
111 | Sending copies of accounts and other documents |
111.1 | This Article 111 applies to every balance sheet and income statement to be laid before theshareholdersat aGeneral Meeting with any other document which thelawrequires to be attached to these, including theDirectors’ andAuditor’s reports. |
111.2 | We must send copies of the documents mentioned in Article 111.1 to theAuditors,shareholdersanddebentureholders and all other people theArticles, or thelaw, saywe must send them to.We must do this at least 21clear daysbefore the relevantGeneral Meeting. Butwedo not need to send these documents to: |
(a) | shareholderswhowe send summary financial statements to; |
(b) | more than one joint holder ofshares ordebentures; or |
(c) | any personwedo not have a current address for. |
111.3 | Shareholdersordebentureholders who are not sent copies can receive a copy free of charge by applying tousat theregistered office. |
Auditors
112 | Acts of Auditors |
112.1 | TheDirectors must appointAuditors forus. So far as thelawallows, the actions of a person acting as an auditor are valid in favour of someone dealing withusin good faith, even if there was some defect in the person’s appointment or the person was at any time not qualified to act as an auditor. |
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113 | Auditors at General Meetings |
113.1 | AnAuditor can attend anyGeneral Meeting and should receive allnotices of and other communications relating to anyGeneral Meeting which anyshareholder is entitled to receive. They can speak atGeneral Meetings on any business which is relevant to them asAuditor. |
Communicating with shareholders
114 | Serving and delivering notices and other documents |
114.1 | Subject to and in line with theCompanies Acts and theseArticles,wecan send or supply all types ofnotices, documents or information toshareholderselectronically or by making thenotices, documents or information available on awebsite (or wecan do both). |
114.2 | Subject to and in line with Articles 114, 115, 117 and 118, theCompany Communications Provisionsin theCompanies Act govern howwe send or receivenotices, documents or information. |
115 | Notices to joint holders |
115.1 | We will consider anything which needs to be agreed by jointshareholdersas agreed when the first jointshareholder who is listed on theRegister has agreed. We treat anotice given to the first shareholder in this way as given to all of the jointshareholders. |
115.2 | When anotice or document is given to joint shareholders, it will be given to the first jointshareholderwho is listed on theRegister. |
115.3 | Where this Article 115 relates to jointshareholders, it will take priority over the Company Communications Provisions. |
116 | Notices for shareholders with foreign addresses |
116.1 | This Article 116 applies toshareholders (including joint shareholders) whose address on theRegisteris outside theUnited Kingdom.Subject to theStatutes, they can giveusaUnited Kingdomaddress where wecan servenotices or documents on them. If they do give us a United Kingdom address, they are entitled to havenotices or documents served on them at that address. Otherwise, they are not entitled to receive anynotices and documents fromusexceptelectronically, subject to all the laws that apply. |
116.2 | Forshareholdersregistered on a branch register,notices or documents can be posted in theUnited Kingdomor in the country where the branch register is kept. |
117 | When notices are served or considered to be served |
117.1 | If we send anotice or any other kind of document (including a share certificate): |
(a) | through the post (or internal post for ashareholderwho is one ofour employees or an employee of one ofour subsidiaries); or |
(b) | inelectronic form but notelectronically; |
we treat it as being properly served or delivered within 24 hours ifwe used first-class post or 48 hours ifwe used second-class post (or on the day advised by the post office).
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We can prove that anotice or other document was served by post (or internal post) by showing that:
(a) | the letter containing thenotice or document was properly addressed; and |
(b) | it was put into the postal system with postage pre-paid (where this applies) or given to a delivery agent. |
117.2 | We will treat anynotice or document whichwe sent or suppliedelectronically as being properly sent 24 hours after it was transmitted. Proving delivery of thenotice, document or information will be adequate to show it was properly addressed. |
117.3 | We will treat anynotice or document which we send or supply through awebsite as being properly served when: |
(a) | the material is first made available on the website; or |
(b) | the person wesent thenotice or document to received (or is treated as having received)notice that the material was available on thewebsite. |
117.4 | Ifwe serve, deliver personally or leave anotice or any other kind of document at the address for theshareholder on theRegister,we treat it as being served or delivered on the day and at the time it was left. |
117.5 | If ashareholder is present at anyshareholders’ meeting either in person or byproxy or, in the case of a corporateshareholder, by a duly authorisedcorporate representative, we will consider that they receivednotice of themeeting and of the reason why it was called. |
117.6 | Where this Article 117 relates to anynoticesor documents wetreat as having been delivered, it will take priority over theCompany Communications Provisions. |
118 | Serving notices and documents on shareholders who have died, are bankrupt or are of unsound mind |
118.1 | This Article 118 applies if ashareholderhas died, has become ofunsound mind or become bankrupt or is in liquidation, but is still registered as ashareholder. It applies whether they are registered as a sole or jointshareholder. A person who isautomatically entitled to such shares by law, and who proves this to the reasonable satisfaction of theDirectors, can give an address for service ofnotices and documents. If this is done,notices and documents must be sent to that address. Otherwise, if any notice or other document is served on theshareholdernamed on theRegister, or sent to them in line with theArticles, this will be valid despite their death,unsound mind, bankruptcy or liquidation. This applies even ifweknew about these things. Ifnotices or documents are served or sent in line with this Article 118.1, there is no need to send them to, or serve them in any other way, on any other people who may be involved. |
118.2 | Where this Article relates to ashareholderwho has died, has become ofunsound mind or become bankrupt or is in liquidation, it will take priority over the Company Communications Provisions. |
119 | If documents are accidentally not sent |
119.1 | If anynotice or other document relating to any meeting or other proceeding is accidentally not sent, or is not received, the meeting or other proceeding will not be invalid as a result. |
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120 | When entitlement to notices stops |
120.1 | This Article 120 applies if, on two consecutive occasions,notices or other communications have been sent by post to ashareholderat their registered address (or, in the case of ashareholderwhose registered address is not in theUnited Kingdom, any address given tousfor servingnotices) but have been returned undelivered. Theshareholderwill not be entitled to receive any more notices or other communication until they have givenusa new registered address (or, in the case of ashareholder whose registered address is not within theUnited Kingdom, a new address for serving ofnotices). For the purposes of this Article 120.1, references to a communication include references to any cheque or other method of payment; but nothing in this Article 120.1 will entitleusto stop sending any cheque or other method of payment for any dividend, unlesswe are also entitled to do so under Article 105.2. |
121 | Signing or authenticating of documents sent electronically |
121.1 | If, under theseArticles, anotice, information or document needs to be signed or authenticated by ashareholder or other person,we will consider anynoticeor document inelectronic form is sufficiently authenticated if: |
(a) | we can confirm the identity of the sender; |
(b) | we have no reason to doubt the identity of the sender; or |
(c) | it is in any other way approved by theDirectors. |
Wemay specify ways for validating anotice, information or a document, andwe will regard anynotice, information or document not validated in the waywe specify as not having been received byus.
122 | Statutory requirements for notices |
122.1 | Nothing in Articles 114 to 121 will affect any legal requirement for serving any offer,notice, information or other document in any particular way. |
Winding up
123 | Directors’ power to petition |
123.1 | TheDirectors have power inour name and onourbehalf to present a petition to the court forNG to bewound up. |
124 | Distributing assets in kind |
124.1 | Ifwearewound up (whether by voluntary liquidation, under supervision of the Court, or by the Court) the liquidator can, with the authority of aspecial resolutionpassed by theshareholders and any other sanction required by thelaw, divide the whole or any part ofour assets amongour shareholders. This applies whether theassetsconsist of property of one kind or different kinds. For this purpose, the liquidator can set whatever value they consider fair on any property and decide how to divide it betweenshareholdersor different groups ofshareholders. The liquidator can also, with the authority of aspecial resolutionpassed by theshareholders and any other sanction required bylegislation, transfer any part of theassetstotrusteeson trusts for the benefit ofshareholdersas the liquidator decides. The liquidation ofNGcan then be closed andourcompany dissolved. However, under this Article 124, no past or presentshareholdercan be forced to accept anyshares or other property which carries aliability. |
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Destroying documents
125 | Destroying documents |
125.1 | Wecan destroy: |
(a) | all transfer forms forshares, and documents sent to support a transfer, and any other documents which were the basis for making an entry on theRegister, six years after the date of registration; |
(b) | all dividend payment instructions and notifications of a change of address or name, two years after the date these were registered; and |
(c) | all cancelled sharecertificates, one year after the date they were cancelled. |
125.2 | Ifwe destroy a document in line with Article 125.1, it is conclusively treated as having been a valid and effective document in line withourrecords relating to the document. Any actionwetook in dealing with the document in line withour terms before it was destroyed is conclusively treated as properly taken. |
125.3 | This Article 125 only applies to documents which are destroyed in good faith and ifwe are not on notice of any claim to which the document may be relevant. |
125.4 | For documents relating toshares in uncertificated form,wemust also comply with any rules (as defined in theCREST Regulations) which limitour ability to destroy these documents. |
125.5 | We can destroy a document earlier than the dates mentioned in Article 125.1 ifwe make a permanent record (whetherelectronically, by microfilm, by digital imaging or by any other means) of that document beforewe destroy it. |
125.6 | This Article 125 does not makeus liable: |
(a) | ifwe destroy a document earlier than referred to in Article 125.1; or |
(b) | ifwe would not be liable if this Article 125 did not exist. |
125.7 | This Article 125 applies whetherwe destroy a document or dispose of it in some other way. |
Indemnity and insurance
126 | Indemnity and insurance |
126.1 | To the fullest extent permitted bylaw,we will indemnify allour Directors and officers out ofour own funds against the following: |
(a) | Any liability incurred by or attaching to them in connection with any negligence, default, breach of duty or breach of trust by them in relation toNGother than: |
(i) | any liability tous or anyassociated company; and |
(ii) | any liability of the kind referred to in Section 234(3) of theCompanies Act. |
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(b) | Any other liability incurred by or attaching to them: |
(i) | in actually or seemingly carrying out their duties; |
(ii) | in using or seemingly using their powers; and |
(iii) | in any other activity connected to their duties, powers or office. |
Where aDirector or officer is indemnified against any liability in line with this Article 126, theindemnity will cover all costs, charges, losses, expenses andliabilities incurred by them.
126.2 | As well as the cover provided under Article 126.1 above, theDirectors will have power to purchase and maintain insurance for or for the benefit of: |
(a) | any person who is or was at any time aDirector or officer of anyrelevant company; or |
(b) | any person who is or was at any time a trustee of any pension fund or employees’ share scheme in which employees of anyrelevant company are interested. |
This includes insurance against any liability incurred by or attaching to them through any act or omission:
(i) | in actually or seemingly carrying out their duties; |
(ii) | in using or seemingly using their powers; and |
(iii) | in any other activity connected to their duties, powers or offices; |
in relation to:
(a) | anyrelevant company; |
(b) | any pension fund; or |
(c) | any employees’ share scheme; |
and all costs, charges, losses, expenses andliabilities incurred by them in relation to any act or omission.
126.3 | Subject tothelaw,wewill: |
(a) | provide aDirector orofficer with funds to meet expenditure they have incurred or may incur in defending any criminal or civil proceedings or in connection with any application under the provisions mentioned in Section 205(5) of theCompanies Act; |
(b) | provide aDirector orofficer with funds to meet expenditure they have incurred or may incur in defending an investigation by a regulatory authority or against action proposed by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by him or her in relation tous; and |
(c) | do anything to enable aDirector or officer to avoid incurring such expenditure, but any fundswe provide or other thingswe do will be in line with Section 205(5) of theCompanies Act. |
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The ADR Depositary
Some of our shares are held in the form of American Depositary Receipts (ADRs). These are receipts, administered by American banks, for shares in non-American companies. The American bank’s role includes collecting and distributing dividends to ADR Holders.
127 | ADR definitions |
127.1 | In Articles 127 to 136: |
ADR Depositary | A bank (custodian), approved by theBoard, who holdsDepositary Shares under arrangements where they issueADRs to anADR Holder. | |
ADR Holder | means a person or persons who are registered as holdingour ADRs. | |
ADRs | American depositary receipts which are issued by theADR Depositary and representDepositary Shares. | |
Appointed Number | means the number ofDepositary Shares which anAppointed Proxy holds. | |
Appointed Proxy | means anADR Holder who is appointed asproxy by theADR Depositary. | |
Depositary Shares | Our shares held by a custodian. | |
Proxy Register | The register of names and addresses of all theAppointed Proxies. |
128 | The ADR Depositary can appoint proxies |
128.1 | TheADR Depositary can appoint more than one person to be itsproxy. As long as the appointment is in line with the requirements in Article 128.2, the appointment can be made in any way and on any terms which theADR Depositary thinks fit. Each person appointed in this way is called anAppointed Proxy. |
128.2 | The appointment must set out the number ofshares allocated to eachAppointed Proxy. This number is called theAppointed Number. When added together, theAppointed Numbers of allAppointed Proxies appointed by theADR Depositary must not be more than the number ofDepositary Shares (as calculated in Article 128.3). |
128.3 | TheDepositary Shares which can be held by theADR Depositary consist of the total of the number ofshares registered in the name of theADR Depositary. |
129 | The ADR Depositary must keep a Proxy Register |
129.1 | TheADR Depositary must keep a register of the names and addresses of all theAppointed Proxies. This is called theProxy Register. TheProxy Register will also set out theADRs held by eachAppointed Proxy.TheAppointed Number ofshares can be calculated by multiplying the number ofADRs held by anAppointed Proxy by the number ofshares which any oneADR currently represents. |
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129.2 | TheADR Depositary must let anyone theDirectors nominate inspect theProxy Register during usual business hours on abusiness day. TheADR Depositary must also provide, as soon as possible, any information contained in theProxy Register ifwe orour agents ask for it. |
130 | Appointed Proxies can only attend General Meetings if properly appointed |
130.1 | AnAppointed Proxy may only attend aGeneral Meeting if they provideus with written evidence of their appointment by theADR Depositary for thatGeneral Meeting. This must be in a form agreed between theDirectors and theADR Depositary. |
131 | Rights of Appointed Proxies |
131.1 | Subject totheCompanies Act and theseArticles, and as long as theDepositary Shares are sufficient to include anAppointed Proxy’s Appointed Number: |
(a) | at aGeneral Meeting which anAppointed Proxy is entitled to attend, they are entitled to the same rights and have the same obligations in relation to theirAppointed Number ofshares as if theADR Depositary was the registered holder of theshares and they had been validly appointed in line with Articles 50 to 54 by theADR Depositary as itsproxy in relation to thoseshares; and |
(b) | anAppointed Proxy can appoint another person to be theirproxy for theirAppointed Number ofshares, as long as the appointment is made and deposited in line with Articles 50 to 54 and, if it is, the provisions of theseArticles will apply to this appointment as though theAppointed Proxy was the registered holder of suchshares and the appointment was made by them in that capacity. |
132 | Sending information to an Appointed Proxy |
132.1 | We can, if theDirectors decide andsubject to U.S. and any other legal and regulatory requirements, send all the same documents we send toshareholders to anAppointed Proxy, at their address in theProxy Register. |
133 | Paying dividends to an Appointed Proxy |
133.1 | We can pay to anAppointed Proxy, at their address in theProxy Register, all dividends or other monies relating to theAppointed Proxy’s Appointed Number ofshares instead of paying this amount to theADR Depositary. Ifwe do this,we will not have any obligation to make this payment to theADR Depositary as well. |
134 | The Proxy Register can be fixed at a certain date |
134.1 | To determine who is entitled asAppointed Proxies to: |
(a) | exercise the rights conferred by Article 131; |
(b) | receive documents sent in line with Article 132; and |
(c) | be paid dividends in line with to Article 133, |
and theAppointed Number ofshares for which a person is to be treated as having been appointed as anAppointed Proxy, theADR Depositary can determine that theAppointed Proxies are the people entered in theProxy Register at the close of business on a date (a ‘Record Date’) determined by theADR Depositary in consultation withus.
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134.2 | When aRecord Date is decided for a particular purpose: |
(a) | theAppointed Number ofshares held by anAppointed Proxy will be treated as the number appearing against their name in theProxy Register at the close of business on theRecord Date; |
(b) | this can be shown by multiplying the number ofADRs which eachAppointed Proxy holds by the number ofshares which any oneADR currently represents; and |
(c) | changes to entries in theProxy Register after the close of business on theRecord Date will be ignored in determining if a person is entitled for the purpose concerned. |
135 | The nature of an Appointed Proxy’s interest |
135.1 | Except as required by theCompanies Act,we will not recognise anyAppointed Proxy as holding any interest inshares held in any trust. |
135.2 | Except for recognising the rights set out in Article 131,we are entitled to treat any person entered in theProxy Register as anAppointed Proxy for certainsharesas the only person (other than theADR Depositary) who has any interest in suchshares. |
136 | Validity of the appointment of Appointed Proxies |
136.1 | If any question arises at aGeneral Meeting about the validity of any appointments to vote (orexercise any other right) in respect of anyshares (for example, because the total number ofshares recorded against appointments in theProxy Register is more than the number ofDepositary Shares), the chairman of theGeneral Meeting will decide who can vote (which can include refusing to recognise a particular appointment or appointments as valid) and the chairman’s decision will, if made in good faith, be final and binding. |
136.2 | If a question of the type described in Article 136.1 arises in any circumstances other than at or in relation to aGeneral Meeting, the question will be decided by theDirectors. Their decision (which can include refusing to recognise a particular appointment or appointments as valid) will also, if made in good faith, be final and binding. |
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Glossary
About the glossary
This glossary is to help readers understandour Articles. Words are explained as they are used in theArticles, they might mean different things in other documents. The glossary is not legally part of theArticles and it does not affect their meaning. The definitions are intended to be a general guide, they are not precise.
Act An Act of Parliament, including theCompanies Act, any statute, statutory instrument, order, rule, regulation or directive.
adjourn When a meeting breaks up, to be continued at a later time or day, at the same or a different place.
allot When new shares are allotted, they are set aside for the person they are intended for. This will normally be after the person has agreed to pay for a new share, or has become entitled to a new share for any other reason. As soon as a share is allotted, that person gets the right to have their name put on the register of shareholders. When they have been registered, the share has also beenissued.
asset Anything which is of any value to its owner.
attorney An attorney is a person who has been appointed to act for another person. The person is appointed by a formal document, calleda power of attorney.
associated companyThe meaning of associated company is given in Section 256 of theCompanies Act. The term could relate to one of thecompany’s subsidiaries, itsholding companyor a subsidiary of itsholding company.
automatically entitled to a share by law In some situations, a person will be entitled to have shares which are registered in somebody else’s name registered in their own name. Or they may want the shares to be transferred to another person. When ashareholder dies, or the sole survivor of jointshareholders dies, theirpersonal representativeshave the right to have theshares transferred. If ashareholder is made bankrupt, their trustee in bankruptcy has this right.
beneficial interest (orownership) If a trustee holds shares for someone, or for their benefit, that person has a beneficial interest in those shares.
brokerage Commission which is paid to a broker by acompany issuing shares, where the broker’s clients have applied for shares.
capitalise To convert some or all of thereservesof acompany into capital (such as shares).
capital redemption reserve A reserve of funds which acompany can set up to maintain its capital base when shares areredeemedor bought back.
casual vacancy A vacancy amongst theDirectors which occurs because of the death, resignation or disqualification of aDirector, or because an electedDirector does not accept their appointment, or for any other reason except the retirement of aDirector in line with theArticles.
certificate A certificate includes a share certificate (which is not a valid document of title), a loan capital certificate or certificates forour othersecurities (other than letters of allotment, scrip certificates or similar documents).
Common Seal A seal used to stampour documents as evidence thatwe haveexecuted them.
company Includes any corporate body.
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Company Secretary A person appointed in line with Section 271 of theCompanies Act and who has the necessary knowledge and experience to carry out the functions of the secretary of thecompany and who satisfies the requirements of Section 273 of theCompanies Act or, if applicable, a joint, deputy or assistantCompany Secretary.
consolidate When shares are consolidated, they are combined with other shares, for example every three shares with anominal valueof £1 might be consolidated into one new share with anominal valueof £3.
debenture A typical debenture is a document recording long-term borrowing by acompany. The loan usually has to be repaid at a fixed date in the future, and carries a fixed rate of interest.
declare When a dividend is declared, it becomes due to be paid on the date specified in the Resolution.
dividend arrears This includes any dividends on shares withcumulative rights which could not be paid, but which have been carried forward.
dividend warrant A dividend warrant is a cheque for a dividend.
electronically Any document or information sent or supplied inelectronic form, as further defined in Section 1168 of theCompanies Act.
equity securities Securities that can be converted toequity sharesas further defined in Section 560 of the Companies Act.
equity shares Shares inour capital which are regarded as equity share capital under Section 548 of theCompanies Act.
ex dividend When a share goes ‘ex dividend’, a person who buys it will not be entitled to the dividend which has beendeclared shortly before they bought it. However, the seller is entitled to this dividend, even though it will be paid after they have sold their share.
executed A document is executed when it is signed or sealed or made valid in some other way.
executive capacity A role which carries the power of a person responsible for an activity or business.
exercise When a power is exercised, it is put to use.
final dividend The dividend, which is approved by theshareholders and paid following the end of the financial year.
fully paid shares When all of the money due to us for a share has been paid, a share is called a fully paid (orpaid up) share.
holding company Acompany which controls anothercompany (for example, by owning a majority of its shares) is called the holdingcompany of that othercompany. The othercompany is thesubsidiary of the holdingcompany.
indemnity If a person gives another person an indemnity, they promise to make good any losses or damage which the other might suffer. The person who gives the indemnity is said toindemnify the person they give it to.
in issue Seeissue.
instrumentsFormal legal documents.
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interim dividend A dividend, authorised by theDirectors, and paid part way through the financial year.
issue When a share has been issued, everything necessary has been done to make the shareholder the owner of the share. In particular, the shareholder’s name has been put on the register of shareholders. Existing shares which have been issued arein issue.
liabilities Debts and other obligations.
jointly and severally liable When more than one person is jointly and severally liable it means that any one of them can be sued, or they can all be sued together.
material TheBoard will determine on a case-by-case basis whether a matter or contract is material, considering its value and significance toour business and the interests of anyDirector.
negotiable instrument A document such as a cheque, which can be freely transferred from one person to another.
nominal amount or value The value of theshare inour accounts. For example, the nominal value of 11p ordinary shares is 11 p. This value is shown on the sharecertificate.We can issue newshares for a price which is at apremiumto the nominal value. Shares can be bought and sold on the stock market for more, or less, than the nominal value. The nominal value is sometimes also called the ‘par value’. The nominal value is not connected to the quoted share price ofNG.
notice A formal announcement about a future meeting or event.
non equity securities Securities which are notequity securities.
ordinary resolution A resolution which needs a simple majority. That is, at least 50 per cent of those voting to be in favour.
personal representatives A person who is entitled to deal with the property (‘the estate’) of a person who has died. If the person who has died left a valid will, the will appoints ‘executors’ who are personal representatives. If the person died without leaving a valid will, the courts will appoint one or more ‘administrators’ to be the personal representatives.
poll A vote. On a poll vote, the number of votes ashareholder has depends on the number ofshares they own. Ashareholder has one vote for eachshare they own. A poll vote is different from ashow of hands vote, where each person who is entitled to vote has just one vote, however manyshares the person owns.
power of attorney A formal document which legally appoints one or more people to act on behalf of another person.
pre-emption rights The right ofshareholders, given by theCompanies Act, to be offered a proportion of certain classes of newlyissuedshares and other securities before they are offered to anyone else. This offer must be made on terms which are at least as favourable as the terms offered to anyone else.
premium Ifweissue a newshare for more than itsnominal value(for example, because the market value is more than thenominal value), the amount above thenominal valueis the premium.
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proxy A proxy is a person who is appointed by ashareholder to attend and speak at ameeting and vote for thatshareholder. A proxy is appointed by using aproxy form. A proxy does not have to be ashareholder.
proxy form A form which ashareholder uses to appoint aproxyto attend and speak at ameeting and vote for them. The proxy form must be delivered tous before themeeting it relates to.
quorum The minimum number who must be present before a meeting can start. When this number is reached, the meeting is said to be ‘quorate’.
rankand ranking When either capital or income is distributed toshareholders, it is paid out according to the rank (or ranking) of theshares. For example, ashare which ranks before (or above) anothershare whenour income is distributed is entitled to have its dividends paid first, before any dividends are paid onshares which rank below (or after) it. If there is not enough income to pay dividends on allshares, the available income must be used first to pay dividends onshares which rank first, and then toshares which rank below. The same applies for repayments of capital. Capital must be paid first toshares which rank first in sharing inour capital, and then toshares which rank below.
redeem andredemption When a share is redeemed, it comes back tous in return for a sum of money (the ‘redemption price’) which was fixed before the share wasissued. This process is called redemption. A share which can be redeemed is called a ‘redeemable’ share.
relevant company This refers to:
(a) | us; |
(b) | any ofour holding companies; and |
(c) | anycompany (incorporated or not) in whichwe or any ofour holdingcompanies have or have had a direct or indirect interest, or which is associated in any way with us or any ofour subsidiaries. |
relevant securities Any shares of acompany, except shares held as a result of share schemes for employees (such as profit-sharing schemes) and some shares held by the founders of thecompany. Also included are any securities which can be converted into shares of this type, or which allow their holders tosubscribefor shares of this type.
relevant system This is a term used in theCREST Regulationsfor a paperless share-dealing computer system which allows shares without sharecertificates to be transferred without using transfer forms.
renouncing or renunciation Where a share has beenallotted, but nobody has been entered on the share register for the share, it can berenouncedto another person. This transfers the right to have the share registered to another person.
reserve fund or reserves A fund which has been set aside in the accounts of acompany. Profits which are not paid out toshareholders as dividends, or used up in some other way, are held in a reserve fund by thecompany.
rights orrights of any share The rights attached to theshare when it is issued, or afterwards (for example, the right to vote at ameeting or the rights to receive a dividend).
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securities All shares, bonds and other investment instruments issued by acompany which entitle the holder to a share in the profits orassets of thatcompany, to receive a cash payment from acompany or to subscribe for such a security.
securities sealA seal used to stampoursecurities as evidence thatwe have issued them.Our security seal is likeourCommon Seal but with the addition of the word ‘securities’.
share premium account Ifwe issue a newshare for more than itsnominal value(because the market value is more than thenominal value), the amount above thenominal value is the premium, and the total of these premiums is held in areserve fund(which cannot be used to pay dividends) called the share premium account.
show of hands A vote where each person who is entitled to vote has just one vote, however many shares that person holds.
special noticeThis term is defined in Section 312 of theCompanies Act. Broadly, ifspecial noticeof a resolution is required, the resolution is not valid unlesswehave been told about the intention to propose it at least 28 days before theshareholders’ meeting at which it is proposed (although in certain circumstances themeeting can be on a date less than 28 days from the date of the notice).
special resolution A decision which needs the votes of at least 75 per cent of those voting to be in favour.Shareholders must be given at least 14clear days’ notice of any special resolution.
special rights These are the rights of a particular class of shares, as distinct from rights which apply to all shares generally. Typical examples of special rights are where the sharesrank their rights to sharing in income andassets and voting rights.
statutory declaration A formal way of declaring something in writing. Particular words and formalities must be used—these are laid down by the Statutory Declarations Act of 1835.
stock Shares which have been converted into a singlesecurity with a different unit value. For example a shareholding of one hundred £1 shares might be converted into £100 worth of stock.
subdividing shares When shares are subdivided they are split into shares which have a smallernominal amount. For example, a £1 share might be subdivided into two 50p shares.
subject to Means that something else has priority, or prevails, or must be taken into account. When a statement is subject to another statement the first statement must be read in the light of the other statement, which will prevail if there is any conflict.
subscribe for shares To agree to take new shares in acompany (usually for a cash payment).
subsidiaryAcompany which is controlled by anothercompany (for example, because the othercompany owns a majority of its shares) is called a subsidiary of thatcompany as defined in Section 1159 of theCompanies Act.
subsidiary undertaking This is a term defined in theCompanies Act. It is a wider definition thansubsidiary. Generally speaking it is acompany which is controlled by anothercompany because the othercompany:
(a) | has a majority of the votes in thecompany either alone, or acting with others; |
(b) | is ashareholder who can appoint or remove a majority of the directors; or |
(c) | canexercise dominant influence over thecompany because of anything in thecompany’s articles, or because of a certain kind of contract. |
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system’s rules The rules of therelevant system.
take-over offer An offer made by onecompany to the shareholders of anothercompany to buy enough shares to give it control over the othercompany.
treasury shares Shares which are held by acompany as treasury shares in line with Sections 724 to 726 of theCompanies Act.
trustees People who hold property of any kind for the benefit of one or more other people under an arrangement which thelaw treats as a ‘trust’. The people whose property is held by the trustees are called thebeneficial owners.
UK GAAP UK generally accepted accounting principles.
uncertificated proxy instruction A properly authenticated instruction sent by means of arelevant system, in line with thesystem’s rules, to a person acting onour behalf, on terms decided by theDirectors.
unincorporated associations Associations, partnerships, societies and other bodies which thelaw does not treat as a separate legal person from their members.
unsound mind Not being able to make an informed decision due to lack of awareness and understanding of the nature of a document or situation.
website A collection of web pages on the World Wide Web which contain files belonging tous.
wind up The formal process to put an end to acompany. When a company is wound up itsassets are distributed. The assets go first to creditors who have supplied property and services, and then toshareholders.Shares which rank first in sharing inour assets will receive any funds which are left over before anyshares which rank after (or below) them.
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Table of contents
Article | Page | |||||
Introduction | 1 | |||||
1 | Default Articles and other standard regulations do not apply | 1 | ||||
2 | The meaning of the Articles | 1 | ||||
Shares | 5 | |||||
3 | Shareholders’ Liabilities | 5 | ||||
4 | Fractions of shares | 5 | ||||
5 | The power to reduce capital | 5 | ||||
6 | Buying back shares | 5 | ||||
7 | The special rights of new shares | 6 | ||||
8 | The Directors’ power to deal with shares | 6 | ||||
9 | Power to pay commission and brokerage | 7 | ||||
10 | Renouncing allotted but unissued shares | 7 | ||||
11 | No trusts or similar interests recognised | 7 | ||||
Uncertificated shares | 7 | |||||
12 | Uncertificated shares | 7 | ||||
Share certificates | 8 | |||||
13 | Certificates | 8 | ||||
14 | Replacement share certificates | 9 | ||||
Changing share rights | 9 | |||||
15 | Changing the special rights of shares | 9 | ||||
16 | More about the special rights of shares | 10 | ||||
Transferring shares | 10 | |||||
17 | Transfer forms | 10 | ||||
18 | Transferring shares in certificated form | 10 | ||||
19 | Refusing to register certain transfers | 11 | ||||
20 | Overseas branch registers | 11 | ||||
21 | More provisions on uncertificated shares | 11 |
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People automatically entitled to shares by law | 12 | |||||
22 | If a shareholder dies | 12 | ||||
23 | Registering personal representatives | 12 | ||||
24 | A person who wants to be registered must give notice | 12 | ||||
25 | Transfers by a person who is automatically entitled to a share by law | 12 | ||||
26 | The rights of people automatically entitled to shares by law | 13 | ||||
27 | Shareholders who cannot be traced | 13 | ||||
General Meetings | 14 | |||||
28 | The Annual General Meeting | 14 | ||||
29 | Notice of General Meetings | 14 | ||||
30 | Class meetings | 15 | ||||
31 | Moving a General Meeting at short notice | 16 | ||||
32 | Satellite meeting places | 16 | ||||
Proceedings at General Meetings | 17 | |||||
33 | The chairman of a General Meeting | 17 | ||||
34 | Security and other arrangements at General Meetings | 17 | ||||
35 | Overflow meeting rooms | 18 | ||||
36 | The quorum needed for General Meetings | 18 | ||||
37 | The procedure if there is no quorum | 18 | ||||
38 | Adjourning General Meetings | 19 | ||||
39 | Amending resolutions | 19 | ||||
40 | Proxies, Corporate Representatives and Directors speaking at General Meetings | 20 | ||||
Voting procedures | 20 | |||||
41 | All votes decided on a poll | 20 | ||||
42 | How a poll is taken | 21 | ||||
43 | Timing of a poll | 21 | ||||
44 | The effect of a declaration by the chairman | 21 | ||||
Voting rights | 22 | |||||
45 | The votes of shareholders | 22 |
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46 | Shareholders who owe us money | 22 | ||||
47 | Votes of shareholders who are of unsound mind | 22 | ||||
48 | The votes of joint holders | 23 | ||||
Restrictions on shareholder voting | 23 | |||||
49 | Suspending shareholder rights on non-disclosure of interest | 23 | ||||
Proxies | 25 | |||||
50 | Completing proxy forms | 25 | ||||
51 | Delivering completed proxy forms | 25 | ||||
52 | Cancelling a proxy’s authority | 26 | ||||
53 | Representatives of companies | 27 | ||||
54 | Challenging votes | 27 | ||||
Directors | 27 | |||||
55 | The number of Directors | 27 | ||||
56 | Qualification to be a Director | 27 | ||||
57 | Directors’ fees | 27 | ||||
58 | Special pay | 28 | ||||
59 | Directors’ expenses | 28 | ||||
60 | Directors’ pensions and other benefits | 28 | ||||
61 | Appointing Directors to various posts | 29 | ||||
Changing Directors | 29 | |||||
62 | Retiring Directors | 29 | ||||
63 | Eligibility for re-election | 29 | ||||
64 | Re-electing a Director who is retiring | 29 | ||||
65 | Electing two or more Directors | 30 | ||||
66 | People who can be Directors | 30 | ||||
67 | Filling vacancies and appointing extra Directors | 30 | ||||
68 | Removing and appointing Directors by an ordinary resolution | 30 | ||||
69 | When Directors are disqualified | 31 | ||||
70 | Directors’ meetings | 31 |
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71 | How Directors’ meetings are called | 31 | ||||
72 | Quorum | 32 | ||||
73 | The chairman of Directors’ meetings | 32 | ||||
74 | Voting at Directors’ meetings | 32 | ||||
75 | Directors’ meetings by video or web conference and phone | 32 | ||||
76 | Resolutions in writing | 33 | ||||
77 | The validity of Directors’ actions | 33 | ||||
Directors’ interests | 34 | |||||
78 | Authorising Directors’ interests | 34 | ||||
79 | Directors may have certain interests | 34 | ||||
80 | Restrictions on quorum and voting | 36 | ||||
81 | Confidential information | 37 | ||||
82 | Directors’ interests—general | 38 | ||||
Minutes | 38 | |||||
83 | Minutes | 38 | ||||
Directors’ committees | 38 | |||||
84 | Delegating powers to committees | 38 | ||||
85 | Committee procedure | 39 | ||||
Directors’ powers | 39 | |||||
86 | General powers of Directors | 39 | ||||
87 | Provision for employees if we cease or transfer our business | 39 | ||||
88 | The power to appoint attorneys and agents | 39 | ||||
89 | Local boards | 40 | ||||
90 | Using the title ‘Director’ | 40 | ||||
91 | Signatures on cheques | 40 | ||||
92 | Borrowing powers | 40 | ||||
93 | Borrowing restrictions | 41 | ||||
Alternate directors | 43 | |||||
94 | Alternate directors | 43 |
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The Company Secretary | 44 | |||||
95 | The Company Secretary | 44 | ||||
The Seal | 44 | |||||
96 | The Seal | 44 | ||||
Authenticating documents | 45 | |||||
97 | Establishing that documents are genuine | 45 | ||||
Reserves | 45 | |||||
98 | Setting up reserves | 45 | ||||
Dividends | 46 | |||||
99 | Final dividends | 46 | ||||
100 | Fixed and interim dividends | 46 | ||||
101 | Dividends not in cash | 46 | ||||
102 | Deducting amounts owing from dividends and other money | 46 | ||||
103 | Payments to shareholders | 47 | ||||
104 | Record dates for payments and other matters | 48 | ||||
105 | Dividends which are not claimed | 48 | ||||
106 | Waiving dividends | 48 | ||||
Capitalising reserves | 48 | |||||
107 | Capitalising reserves | 48 | ||||
Scrip dividends | 49 | |||||
108 | Shareholders can be offered the right to receive scrip dividends (extra shares instead of cash dividends) | 49 | ||||
Accounts | 51 | |||||
109 | Accounting and other records | 51 | ||||
110 | The location and inspection of records | 51 | ||||
111 | Sending copies of accounts and other documents | 51 | ||||
Auditors | 51 | |||||
112 | Acts of Auditors | 51 | ||||
113 | Auditors at General Meetings | 52 |
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Communicating with shareholders | 52 | |||||
114 | Serving and delivering notices and other documents | 52 | ||||
115 | Notices to joint holders | 52 | ||||
116 | Notices for shareholders with foreign addresses | 52 | ||||
117 | When notices are served or considered to be served | 52 | ||||
118 | Serving notices and documents on shareholders who have died, are bankrupt or are of unsound mind | 53 | ||||
119 | If documents are accidentally not sent | 53 | ||||
120 | When entitlement to notices stops | 54 | ||||
121 | Signing or authenticating of documents sent electronically | 54 | ||||
122 | Statutory requirements for notices | 54 | ||||
Winding up | 54 | |||||
123 | Directors’ power to petition | 54 | ||||
124 | Distributing assets in kind | 54 | ||||
Destroying documents | 55 | |||||
125 | Destroying documents | 55 | ||||
Indemnity and insurance | 55 | |||||
126 | Indemnity and insurance | 55 | ||||
The ADR Depositary | 57 | |||||
127 | ADR definitions | 57 | ||||
128 | The ADR Depositary can appoint proxies | 57 | ||||
129 | The ADR Depositary must keep a Proxy Register | 57 | ||||
130 | Appointed Proxies can only attend General Meetings if properly appointed | 58 | ||||
131 | Rights of Appointed Proxies | 58 | ||||
132 | Sending information to an Appointed Proxy | 58 | ||||
133 | Paying dividends to an Appointed Proxy | 58 | ||||
134 | The Proxy Register can be fixed at a certain date | 58 | ||||
135 | The nature of an Appointed Proxy’s interest | 59 | ||||
136 | Validity of the appointment of Appointed Proxies | 59 | ||||
About the glossary | 60 |
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