Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule13a-16 or15d-16 of
the Securities Exchange Act of 1934
For the month of May, 2018
PRUDENTIAL PUBLIC LIMITED COMPANY
(Translation of registrant’s name into English)
12 ARTHUR STREET, LONDON,
EC4R 9AQ, ENGLAND
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form20-F or Form40-F.
Form20-F ☒ Form40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule12g3-2(b): 82-
Table of Contents
COMPANY NO. 1397169
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM
and
ARTICLES OF ASSOCIATION
of
PRUDENTIAL PUBLIC LIMITED COMPANY
Table of Contents
COMPANY NO. 1397169
A PUBLIC COMPANY LIMITED BY SHARES
of
PRUDENTIAL PUBLIC LIMITED COMPANY
(amended by the Companies Act 2006 effective on 1 October 2009)
We, the subscribers to this memorandum of association, wish to be formed into a company pursuant to this memorandum. We agree to take the number of shares shown opposite our respective names.
Name and address of subscriber | Number of shares taken | |||
Ronald Hugh Owen | 1 | |||
The Rt. Hon. James Edward Ramsden | 1 | |||
The Rt. Hon. Leslie Kenneth Baron O’Brien of Lothbury | 1 | |||
Angus Fraser Murray | 1 | |||
John Anthony Tristram Barston | 1 | |||
The Rt. Hon. Leonard Robert Lord Carr of Hadley | 1 | |||
Harry Gordon Clarke | 1 | |||
Total shares taken | ||||
7 |
Date: 27 September 1978
Witness to signatures:
1
Table of Contents
COMPANY NO. 1397169
A PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
PRUDENTIAL PUBLIC LIMITED COMPANY
(adopted by a special resolution passed on 17 May 2018)
Exclusion of other regulations | 1. | No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or articles of the Company. | ||
Definitions | 2. | In these Articles, except where the subject or context otherwise requires:
Actmeans the Companies Act 2006 including any modification orre-enactment of it for the time being in force;
address, includes any number or address used for the purposes of sending or receiving documents or information by electronic means;
Articlesmeans these articles of association as altered from time to time by special resolution;
auditorsmeans the auditors of the Company;
the Bank of England base ratemeans the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998;
the boardmeans the directors or any of them acting as the board of directors of the Company;
certificated sharemeans a share in the capital of the Company that is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly;
clear daysin relation to the sending of a notice means the period excluding the day on which a notice is sent or deemed to be sent and the day for which it is sent or on which it is to take effect;
Companies Actsmeans every statute (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies in so far as it applies to the Company;
Companymeans Prudential public limited company; |
2
Table of Contents
directormeans a director of the Company;
electronic platformmeans any form of electronic platform and includes, without limitation, website addresses, application technology and conference systems;
employees’ share schemehas the meaning given by section 1166 of the Act;
entitled by transmissionmeans, in relation to a share in the capital of the Company, entitled as a consequence of the death or bankruptcy of the holder or some other event which gives rise to the transmission of the share by operation of law;
holderin relation to a share in the capital of the Company means the member whose name is entered in the register as the holder of that share;
hybrid general meetingmeans a general meeting held at a physical location where simultaneous participation is enabled via an electronic platform(s);
legislationmeans every statute (and any orders, regulations or other subordinate legislation made under it) applying to the Company; | ||||
Memorandummeans the memorandum of association of the Company as amended from time to time;
officemeans the registered office of the Company;
ordinary shareholdermeans in relation to an ordinary share the member whose name is entered in the register as the holder of that ordinary share;
ordinary sharesmeans the ordinary shares of 5p each in the capital of the Company;
paidmeans paid or treated (credited) as paid;
placemeans, in relation to a general meeting, the place of a physical meeting and (in the case of a hybrid general meeting) the electronic platform(s) specified by the board in relation to such hybrid general meeting and, where relevant, references to the place of a general meeting include any combination of two or more such places;
physical general meetingmeans a general meeting that is not a hybrid general meeting;
recognised personmeans a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, each of which terms has the meaning given to it by section 778(3) of the Act;
registermeans the register of members of the Company;
sealmeans any common or official seal that the Company may be permitted to have under the Companies Acts;
secretarymeans the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the duties of the secretary; |
3
Table of Contents
subsidiary undertakingshall be construed in accordance with section 1162 of the Act; | ||||
the uncertificated securities rulesmeans any provision of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision; | ||||
uncertificated sharemeans a share in the capital of the Company title to which is recorded on the register and which may, by virtue of the uncertificated securities rules, be transferred by means of a relevant system and references in these Articles to a share being held in uncertificated form shall be construed accordingly; and | ||||
United Kingdommeans Great Britain and Northern Ireland. | ||||
Construction | 3. | References to adocumentinclude, unless the context otherwise requires, references to documents sent or received by electronic means. | ||
References in these Articles to a document being “signed” or to “signature” include references to its being signed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the legislation. References to aninstrumentmean, unless the contrary is stated, a written document having tangible form and not comprised in an electronic form. | ||||
Where, in relation to a share, these Articles refer to arelevant system, the reference is to the relevant system in which that share is a participating security at the relevant time. | ||||
References to a notice or other document beingsentorgivento or by a person mean such notice or other document, or a copy of such notice or other document, being sent, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these Articles, andsendingandgivingshall be construed accordingly. | ||||
References towritingmean the representation or reproduction of words, symbols or other information in a visible andnon-transitory form by any method or combination of methods, whether comprised in electronic form or otherwise, andwrittenshall be construed accordingly. | ||||
References to a person beingpresentat orattendinga general meeting means present at a physical meeting or participating via the electronic platform(s) specified by the board in relation to that meeting, and references toabsenceandrefuse entryshall be read accordingly. | ||||
Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include corporations. | ||||
Words or expressions contained in these Articles which are not defined in Article 2 but are defined in legislation in force when these Articles are adopted will have the same meaning in these Articles, unless inconsistent with the subject or context. | ||||
Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the uncertificated securities rules have the same meaning as in the uncertificated securities rules unless inconsistent with the subject or context. |
4
Table of Contents
5
Table of Contents
The rights to a return of capital or to share in the surplus assets of the Company available for distribution amongst the members on a winding up or liquidation conferred by each series of each class of Preference Shares shall be determined by the board prior to the date on which such shares are allotted. | ||||
(c) Rights of the Preference Shares to attend and vote at Meetings | ||||
The rights of the holders of each series of each class of Preference Shares to attend at General Meetings of the Company, to speak at such General Meetings or vote on any Resolution proposed at such General Meetings shall be determined by the board prior to the date on which such shares are allotted. | ||||
(d) Redemption | ||||
Unless the board shall, prior to the allotment of any series of any class of Preference Shares, determine that such series shall benon-redeemable, each series of each class of Preference Shares shall, be redeemable on such terms and conditions and in such manner as shall be determined by the board prior to the date on which such shares are allotted. | ||||
(e) Purchase | ||||
(i) Subject to the provisions of the Companies Acts and any other applicable laws, the Company may at any time and from time to time purchase any Preference Shares upon such terms as the board shall determine. | ||||
(ii) Upon the purchase of any Preference Share the nominal amount of such share comprised in the capital of the Company shall thereafter be reclassified as a Preference Share (of the same class as the Preference Share so purchased) without any further resolution or consent being required. | ||||
(f) Restriction on capitalisation | ||||
If so determined by the board prior to the date of allotment of any series of Preference Shares, save with the written consent of the holders of three-quarters in nominal value of, or the sanction of a special resolution passed at a separate General Meeting of the holders of, such series of Preference Shares, the board shall not, pursuant to Article 169, capitalise any part of the amounts available for distribution and referred to therein if after such capitalisation the aggregate of such amounts would be less than such multiple, if any, as may be determined by the board prior to the date of allotment of such series of Preference Shares, of the aggregate amount of the dividends (exclusive of any associated tax credit) payable in the twelve month period following such capitalisation on the Preference Shares of such series then in issue and any other Preference Shares then in issue expressed to rank pari passu therewith as regards participation in profits. | ||||
(g) Priority | ||||
(i) Except as may be determined otherwise by the board prior to the date of allotment of any series of any class of Preference Shares, save with the written consent of the holders of three-quarters in nominal value of, or the sanction of a special resolution passed at a separate General Meeting of the holders of, such |
6
Table of Contents
series of such class of Preference Shares, the board shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to such series of such class of Preference Shares; | ||||
(ii) The special rights attached to any series of any class of Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any new Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Preference Shares. Any new Shares ranking pari passu with such Preference Shares in some or all respects may without their creation or issue being deemed to vary the special rights attached to any Preference Share then in issue either carrying rights identical in all respects with such Preference Shares or any of them or rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that: | ||||
(A) the rate of or means of calculating the dividend may differ and the dividend may be cumulative ornon-cumulative; | ||||
(B) the new Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ; | ||||
(C) the new Shares may be denominated in Sterling or in any Foreign Currency; | ||||
(D) a premium may be payable on return of capital or there may be no such premium; | ||||
(E) the new Shares may be redeemable at the option of the holder or of the Company, or may benon-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Preference Shares; and | ||||
(F) the new Shares may be convertible into ordinary shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof. | ||||
Shares with special rights | 7. | Without prejudice to any rights attached to any existing shares or class of shares, any share may be issued in one or more series with or have attached to it or be subject to such rights or restrictions whether with regard to dividend, voting, attendance at meetings, return of capital, the terms, conditions and manner of redemption, purchase by the Company or otherwise, as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the board shall determine. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these Articles. |
7
Table of Contents
Uncertificated shares | 8. | Subject to the provisions of the uncertificated securities rules, the board may permit the holding of shares in any class of shares in uncertificated form and the transfer of title to shares in that class by means of a relevant system and may determine that any class of shares shall cease to be a participating security. | ||
Not separate class of shares | 9. | Shares in the capital of the Company that fall within a certain class shall not form a separate class of shares from other shares in that class because any share in that class: | ||
(a) is held in uncertificated form; or | ||||
(b) is permitted in accordance with the uncertificated securities rules to become a participating security. | ||||
Exercise of Company’s entitlements in respect of uncertificated share | 10. | Where any class of shares is a participating security and the Company is entitled under any provision of the Companies Acts, the uncertificated securities rules or these Articles to sell, transfer or otherwise dispose of, forfeit,re-allot, accept the surrender of or otherwise enforce a lien over a share held in uncertificated form, the Company shall be entitled, subject to the provisions of the Companies Acts, the uncertificated securities rules, these Articles and the facilities and requirements of the relevant system: | ||
(a) to require the holder of that uncertificated share by notice to change that share into certificated form within the period specified in the notice and to hold that share in certificated form so long as required by the Company; | ||||
(b) to require the holder of that uncertificated share by notice to give any instructions necessary to transfer title to that share by means of the relevant system within the period specified in the notice; | ||||
(c) to require the holder of that uncertificated share by notice to appoint any person to take any step, including without limitation the giving of any instructions by means of the relevant system, necessary to transfer that share within the period specified in the notice; | ||||
(d) to require the Operator to convert that uncertificated share into certificated form in accordance with Regulation 32(2)(c) of the uncertificated securities rules; and | ||||
(e) to take any action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture,re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. | ||||
Share dealing powers | 11. | Subject to any resolution of the Company in general meeting and to any provision of these Articles the board may allot (with or without conferring a right of renunciation), grant options over, or otherwise deal with or dispose of shares in the Company to such persons on such terms and conditions, including consideration and at such times as it thinks fit. | ||
Redeemable shares | 12. | Subject to any rights attached to any existing shares or class of shares, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the holder on such terms and conditions and in such manner as shall be determined by the board prior to the date on which such shares are allotted. Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles. |
8
Table of Contents
9
Table of Contents
10
Table of Contents
11
Table of Contents
12
Table of Contents
13
Table of Contents
14
Table of Contents
15
Table of Contents
have become inadequate for the purposes referred to in Articles 54 and 55, then the chairman may in his absolute discretion, without the consent of the meeting, interrupt or adjourn the general meeting and/or, in the case of a hybrid general meeting, change the electronic platform(s). All business conducted at that general meeting up to the time of that adjournment shall be valid. The provisions of Article 71 shall apply to that adjournment. | ||||
Other arrangements for viewing and hearing proceedings | 57. | The board may make arrangements for persons entitled to attend a general meeting or an adjourned general meeting to be able to view and hear the proceedings of the general meeting or adjourned general meeting and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. Those attending any such venue shall, unless the general meeting is being held as a hybrid general meeting and they are properly attending such hybrid general meeting by electronic means in accordance with Article 55, not be regarded as present at the general meeting or adjourned general meeting and shall not be entitled to vote at the meeting at or from that venue. The inability for any reason of any member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the physical general meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting. | ||
Article 57 arrangements | 58. | Notices of general meetings shall include details of any arrangements made for the purpose of Article 57 (making clear that participation in those arrangements will not amount to attendance at the meeting to which the notice relates). | ||
Controlling level of attendance at physical general meetings | 59. | The board may from time to time make any arrangements for controlling the level of attendance at any venue for which arrangements have been made pursuant to Article 57 (including without limitation the issue of tickets or the imposition of some other means of selection) which it in its absolute discretion considers appropriate, and may from time to time change those arrangements. If a member, pursuant to those arrangements, is not entitled to attend in person or by proxy at a particular venue, he shall be entitled to attend in person or by proxy at any other venue for which arrangements have been made pursuant to Article 57. The entitlement of any member to be present at such venue in person or by proxy shall be subject to any such arrangement then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting. | ||
Change in place/ electronic platform and/or time of meeting | 60. | If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the board decides that it is impracticable or unreasonable, for a reason beyond its control, to hold | ||
(a) a physical general meeting at the declared place (or any of the declared places, in the case of a meeting to which Article 54 applies) or | ||||
(b) in the case of a hybrid general meeting, to simultaneously hold the hybrid general meeting on the electronic platform(s) specified in the notice, | ||||
and/or time, it may change the place (or any of the places, in the case of a meeting to which Article 54 or 55 applies) and/or postpone the time at which the meeting is to be held. If such a decision is made, the board may then change the place (or any of the places, in the case of a meeting to which Article 54 or 55 applies) and/or postpone the time again if it decides that it is reasonable to do so. In either case: |
16
Table of Contents
(a) no new notice of the meeting need be sent, but the board shall, if practicable, advertise the date, time and place of the meeting in at least two newspapers having a national circulation and shall make arrangements for notices of the change of place and/or postponement to appear at the original place and/or electronic platform and/or at the original time; and | ||||
(b) a proxy appointment in relation to the meeting may, if by means of an instrument, be delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 88(a) or, if contained in an electronic form, be received at the address (if any) specified by or on behalf of the Company in accordance with Article 88(a), at any time not less than 48 hours before any postponed time appointed for holding the meeting. | ||||
Meaning of participate | 61. | For the purposes of Articles 54, 56, 57, 58 and 60, in relation to physical general meetings, the right of a member to participate in the business of any general meeting shall include without limitation the right to speak, vote on a show of hands, vote on a poll, be represented by a proxy and have access to all documents which are required by the Companies Acts or these Articles to be made available at the meeting. | ||
62. | For the purposes of Articles 55, 56, 57 and 60 in relation to hybrid general meetings, the right of a member to participate in the business of any general meeting shall include without limitation the right to speak, vote on a poll, be represented by proxy and have access (including electronic access) to all documents which are required by the Companies Acts or these Articles to be made available at the meeting. | |||
Accidental omission to send notice etc. | 63. | The accidental omission to send a notice of a meeting, or to send any notification where required by the Companies Acts or these Articles in relation to the publication of a notice of meeting on a website, or to send a form of proxy where required by the Companies Acts or these Articles, to any person entitled to receive it, or thenon-receipt for any reason of any such notice or notification or form of proxy by that person, whether or not the Company is aware of such omission ornon-receipt, shall not invalidate the proceedings at that meeting. | ||
Security at general meetings | 64. | The board and/or the chairman may make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The board and the chairman are entitled to refuse entry to a person who refuses to comply with these arrangements, requirements or restrictions. | ||
Security at hybrid general meetings | 65. | In the case of hybrid general meetings, the board and/or the chairman may make any arrangement and impose any requirement or restriction as is: | ||
(a) necessary to ensure the identification of those taking part and the security of the electronic communication, and | ||||
(b) proportionate to those objectives. | ||||
In this respect, the Company is able to authorise any voting application, system or facility for hybrid general meetings as it sees fit. |
17
Table of Contents
18
Table of Contents
Adjournment: procedures | 71. | Any such adjournment may be for such time and to such other place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such other places) as the chairman may, in his absolute discretion determine, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. Any such member may nevertheless appoint a proxy for the adjourned meeting either in accordance with Article 88(a) or by means of an instrument which, if delivered (including by electronic means) by him at the meeting which is adjourned to the chairman or the secretary or any director, shall be valid even though it is given at less notice than would otherwise be required by Article 88(a). If the continuation of an adjourned meeting is to take place three months or more after it was adjourned, notice of the adjourned meeting shall be given as in the case of the original meeting. Except where these Articles otherwise require, it shall not be necessary to send any notice of an adjournment or of the business to be transacted at an adjourned meeting. | ||
Amendments to resolutions | 72. | If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chairman, an amendment may be withdrawn by its proposer before it is voted on. No amendment to a resolution duly proposed as a special resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error). No amendment to a resolution duly proposed as an ordinary resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error) unless either (a) at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered, notice of the terms of the amendment and the intention to move it has been received by the Company, or (b) the chairman in his absolute discretion decides that the amendment may be considered and voted on. | ||
Methods of voting | 73. | A resolution or any question put to the vote of a physical general meeting shall be decided on a show of hands unless the Company’s intention to call a poll on the resolution is stated in the notice to the general meeting or, before or on the declaration of the result of a vote on the show of hands or on the withdrawal of any other demand for a poll, a poll is duly demanded. Subject to the provisions of the Companies Acts, a poll may be demanded by: | ||
(a) the chairman of the meeting; or | ||||
(b) at least five members present in person or by proxy having the right to vote on the resolution; or | ||||
(c) any member or members present in person or by proxy representing not less than one - tenth of the total voting rights of all the members having the right to vote on the resolution; or | ||||
(d) any member or members present in person or by proxy holding shares conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less thanone-tenth of the total sum paid up on all the shares conferring that right. | ||||
A resolution put to the members at a hybrid general meeting shall be voted on by a poll in such manner as the board and/or the chairman of the meeting in their sole discretion deems appropriate for the purposes of the meeting. | ||||
Declaration of result | 74. | Unless, in the case of a physical general meeting, a poll is duly demanded (and the demand is |
19
Table of Contents
20
Table of Contents
21
Table of Contents
member from attending and voting in person at the meeting or poll concerned. A member may appoint more than one proxy to attend on the same occasion and if he does he shall specify the number of shares in respect of which each proxy is entitled to exercise the related votes and shall ensure that no proxy is appointed to exercise the votes which any other proxy has been appointed by that member to exercise. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting. | ||||
Delivery/receipt of proxy appointment | 88. | Without prejudice to Article 60(b) or to the second sentence of Article 71, the appointment of a proxy shall: | ||
(a) in the case of an instrument, be delivered personally or by post to the office or such other place within the United Kingdom as may be specified by or on behalf of the Company for that purpose: | ||||
(i) in the notice convening the meeting, or | ||||
(ii) in any form of proxy sent by or on behalf of the Company in relation to the meeting,
not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (or any postponed time appointed for holding the meeting pursuant to Article 60) at which the person named in the appointment proposes to vote; or | ||||
(b) in the case of an appointment made by electronic means, where an address has been specified by or on behalf of the Company for the purpose of receiving appointment of proxies by electronic means: | ||||
(i) in the notice convening the meeting, or | ||||
(ii) in any form of proxy sent by or on behalf of the Company in relation to the meeting, or | ||||
(iii) in any invitation sent by electronic means to appoint a proxy issued by or on behalf of the Company in relation to the meeting, | ||||
be received at that address not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or | ||||
(c) in either case, where a poll is taken more than 48 hours after it is demanded, be delivered or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or | ||||
(d) in the case only of an instrument, where a poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director. |
22
Table of Contents
The board may at its discretion determine that in calculating the periods mentioned in this Article no account shall be taken of any part of a day that is not a working day. | ||||
Receipt of authority | 89. | Where the appointment of a proxy is expressed to have been or purports to have been signed by a person on behalf of the holder of a share: | ||
(a) the Company may treat the appointment as sufficient evidence of the authority of that person to sign the appointment on behalf of that holder; | ||||
(b) that holder shall, if requested by or on behalf of the Company at any time, send or procure the sending of any written authority under which the appointment has been signed, or a copy of such authority certified notarially or in some other way approved by the board, to such address and by such time as may be specified in the request and, if the request is not complied with in any respect, the appointment may be treated as invalid; and | ||||
(c) whether or not a request under Article 89(b) has been made or complied with, the Company may determine that it has insufficient evidence of the authority of that person to sign the appointment on behalf of that holder and may treat the appointment as invalid. | ||||
Validity of proxy appointment | 90. | A proxy appointment which is not delivered or received in accordance with Article 88, or in respect of which Article 89 has not been complied with, shall be invalid. No proxy appointment shall be valid more than twelve months after the date of its receipt save that, unless the contrary is stated in it, an appointment of a proxy shall be valid for use at an adjourned meeting or a poll after a meeting or an adjourned meeting even after twelve months, if it was valid for the original meeting. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one which was received last shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was received last, none of them shall be treated as valid in respect of that share. Any question as to whether a proxy appointment has been validly delivered or received which is unresolved at the commencement of a general meeting shall be referred to the chairman whose decision shall be final and conclusive. The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is sent in electronic form as provided in these Articles, but because of a technical problem it cannot be read by the recipient. | ||
Rights of proxy | 91. | The proxy appointment shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The proxy appointment shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates. | ||
Revocation of authority | 92. | A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding the poll unless notice of the determination was either delivered or received as mentioned in the following sentence not later than the last time at which an appointment of proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll demanded. Such notice of determination shall be either by means of an instrument delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 88(a) or delivered in electronic form to the address (if any) specified by or |
23
Table of Contents
24
Table of Contents
25
Table of Contents
(a) who has been appointed by the board since the last annual general meeting, or | ||||
(b) who held office at the time of the two preceding annual general meetings and who did not retire at either of them, or | ||||
(c) who has held office with the Company, other than employment or executive office, for a continuous period of nine years or more at the date of the meeting, | ||||
shall retire from office and may offer himself forelection/re-election by the members. | ||||
When director deemed to bere-elected | 102. | If the Company does not fill the vacancy at the meeting at which a director retires by rotation or otherwise, the retiring director shall, if willing to act, be deemed to have beenre-elected unless at the meeting it is resolved not to fill the vacancy or unless a resolution for there-election of the director is put to the meeting and lost. | ||
Eligibility for election | 103. | No person other than a director retiring by rotation shall be elected as a director at any general meeting unless: | ||
(a) he is recommended by the board; or | ||||
(b) not less than seven nor more than 42 days before the date appointed for the meeting, notice signed by three or more members entitled to attend and vote at the meeting holding between them shares of any class of an aggregate nominal value of at least £10,000 (none of them being the person to be proposed) has been received by the Company of the intention to propose that person for election stating the particulars which would, if he were so elected, be required to be included in the Company’s register of directors, together with notice signed by that person of his willingness to be elected. | ||||
Separate resolutions on election | 104. | Except as otherwise authorised by the Companies Acts, the election of any person proposed as a director shall be effected by a separate resolution. | ||
Additional powers of the Company | 105. | The Company may by ordinary resolution elect a person who is willing to act to be a director either to fill a vacancy or as an additional director. The election of a person to fill a vacancy or as an additional director shall take effect from the end of the meeting. | ||
Appointment by board | 106. | The board may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director and in either case whether or not for a fixed term, provided that the appointment does not cause the number of directors to exceed the number, if any, determined by or in accordance with these Articles as the maximum number of directors. Irrespective of the terms of his appointment, a director so appointed shall hold office only until the next following general meeting. If not elected at such general meeting, he shall vacate office at its conclusion. | ||
Position of retiring directors | 107. | A director who retires at an annual general meeting may, if willing to act, be re -elected. If he is notre-elected or deemedre-elected, he shall retain office until the meeting elects someone in his place, or if it does not do so, until the end of the meeting or when a resolution tore-elect the director is put to the meeting and lost. | ||
Share qualification | 108. | The qualification of every director shall be the beneficial ownership of that number of shares as may from time to time be determined by ordinary resolution at any general meeting of the Company. A director may act before acquiring his qualification but shall in any case unless already qualified acquire the same within one year of his election. |
26
Table of Contents
27
Table of Contents
28
Table of Contents
29
Table of Contents
30
Table of Contents
31
Table of Contents
32
Table of Contents
Other conflicts of interest | 132. |
(a) If a director is in any way directly or indirectly interested in a proposed contract with the Company or a contract that has been entered into by the Company, he must declare the nature and extent of that interest to the directors in accordance with the Companies Acts.
(b) Provided he has declared his interest in accordance with paragraph (a), a director may:
(i) be party to, or otherwise interested in, any contract with the Company or in which the Company has a direct or indirect interest;
(ii) hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of director for such period and upon such terms, including as to remuneration, as the board may decide;
(iii) act by himself or through a firm with which he is associated in a professional capacity for the Company or any other company in which the Company may be interested (otherwise than as auditor);
(iv) be or become a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise be interested in any holding company or subsidiary company of the Company or any other company in which the Company may be interested; and
(v) be or become a director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his appointment as a director of that other company. | ||||
Benefits | 133. | A director shall not, by reason of his office or of the fiduciary relationship thereby established, be liable to account to the Company for any remuneration, profit or other benefit realised by reason of his having any type of interest authorised under Article 131(a) or permitted under Article 132(b) and no contract shall be liable to be avoided on the grounds of a director having any type of interest authorised under Article 131(a) or permitted under Article 132(b). | ||||
Quorum and voting requirements | 134. | |||||
(a) A director shall not vote on or be counted in the quorum in relation to any resolution of the board concerning his own appointment, or the settlement or variation of the terms or the termination of his own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested.
(b) Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each director and in that case each of the directors concerned shall be entitled to vote and be counted in the quorum in |
33
Table of Contents
respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another director to an office or place of profit with a company in which the Company is interested and the director seeking to vote or be counted in the quorum has a Relevant Interest in it. | ||||
(c) A director shall not vote on, or be counted in the quorum in relation to, any resolution of the board in respect of any contract in which he has an interest and, if he shall do so, his vote shall not be counted, but this prohibition shall not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest arises only from one or more of the following matters:-
(i) the giving to him of any guarantee, indemnity or security in respect of money lent or obligations undertaken by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;
(ii) the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
(iii) the giving to him of any other indemnity where all other directors are also being offered indemnities on substantially the same terms;
(iv) the funding by the Company of his expenditure on defending proceedings or the doing by the Company of anything to enable him to avoid incurring such expenditure where all other directors are being offered substantially the same arrangements;
(v) where the Company or any of its subsidiary undertakings is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting orsub-underwriting of which the director is to participate;
(vi) any contract in which he is interested by virtue of his interest in shares or debentures or other securities of the Company or by reason of any other interest in or through the Company;
(vii) any contract concerning any other company (not being a company in which the director has a Relevant Interest) in which he is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever;
(viii)any contract concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme or employees’ share scheme which relates both to directors and employees of the Company or of any of its subsidiary undertakings and does not provide in respect of any director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates;
(ix) any contract for the benefit of employees of the Company or of any of its subsidiary undertakings under which he benefits in a similar manner to the employees and which does not accord to any director as such any privilege or advantage not accorded to the employees to whom the contract relates; and |
34
Table of Contents
(x) any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any director or directors or for, or for the benefit of, persons who include directors.
(d) In relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.
(e) Where a company in which a director has a Relevant Interest is interested in a contract, he also shall be deemed interested in that contract.
(f) If any question shall arise at any meeting of the board as to the interest of a director (other than the chairman of the meeting) in a contract and whether it is likely to give rise to a conflict of interest or as to the entitlement of any director (other than the chairman of the meeting) to vote or be counted in the quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question shall be referred to the chairman of the meeting and his ruling in relation to the director concerned shall be conclusive except in a case where the nature or extent of the director’s interest (so far as it is known to him) has not been fairly disclosed to the board. If any question shall arise in respect of the chairman of the meeting, the question shall be decided by a resolution of the board (for which purpose the chairman of the meeting shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chairman of the meeting (so far as it is known to him) has not been fairly disclosed to the board.
(g) Subject to these Articles, the board may also cause any voting power conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment of the directors or any of them as directors or officers of the other company, or in favour of the payment of remuneration to the directors or officers of the other company. Subject to these Articles, a director may also vote on and be counted in the quorum in relation to any of such matters. | ||||||||
General | 135. | |||||||
(a) References in these Articles to
(i) acontractinclude references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract; and
(ii) aconflict of interestinclude a conflict of interest and duty and a conflict of duties.
(b) ARelevant Interestmeans an interest in one per cent. or more of any class of the equity share capital of a company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company if and so long as the director is to his knowledge (either directly or indirectly) the holder of or beneficially interested in such interest. |
35
Table of Contents
36
Table of Contents
37
Table of Contents
Determining whether limit breached | 146. | A determination by the auditors as to the amount of Borrowings or the amount of the Share Capital and Consolidated Reserves or to the effect that the limit imposed by Article 144 has not been or will not be exceeded at any particular time or times shall be conclusive evidence of such amount or fact for the purposes of Article 144. Nevertheless for the purposes of Article 144 the board may at any time act in reliance on a bona fide estimate of the amount of the Borrowings or Share Capital and Consolidated Reserves. | ||||||||
Definitions | 147. | For the purposes of this Article and Articles 143 to 146:
Audited Consolidated Balance Sheetmeans the most recent audited consolidated balance sheet of the Company prepared in accordance with the Companies Acts dealing with the state of affairs of the Group;
The Company may from time to time change the accounting convention on which the audited consolidated balance sheet is based provided that any new convention adopted complies with the requirements of the Companies Acts. If the Company should prepare its main audited consolidated balance sheet on the basis of one convention, but a supplementary audited consolidated balance sheet on the basis of another, the main audited consolidated balance sheet shall be taken as the audited consolidated balance sheet;
Borrowingsmeans the aggregate amount of all liabilities of the Group which in accordance with the accounting bases and principles of the Group are treated as borrowings in the Audited Consolidated Balance Sheet of the Group or which are determined by the directors to have the character of borrowed money but: | ||||||||
(a) adjusted as appropriate in respect of any variation to borrowings since the date of the latest Audited Consolidated Balance Sheet as determined by the board;
(b) making such other adjustments (if any) as the directors of the Company consider appropriate;
(c) shall be deemed not to include the following: | ||||||||||
(i) borrowings incurred in connection with the investment assets held in respect of Insurance Funds;
(ii) moneys deposited with the Company or any of its subsidiary undertakings in connection with insurance business or with any staff saving scheme;
(iii) amounts secured by policies, guarantees, indemnities, bonds or contracts issued or given by the Company or any of its subsidiary undertakings in the course of its business as an insurance company;
(iv) moneys deposited with, borrowings made by or amounts secured by guarantees, indemnities, bonds or contracts issued or given by the Company or any of its subsidiary undertakings in connection with the business of banking or deposit taking; |
38
Table of Contents
(v) without prejudice to the generality ofsub-paragraph (c)(iv), the borrowings of any subsidiary undertaking the shares of which are listed on any Stock Exchange; | ||||
(vi) borrowings attributable to any undertaking the Company’s interest in which is equity accounted in the Audited Consolidated Balance Sheet; | ||||
(vii) any intra-Group borrowings; and | ||||
(viii)any indebtedness for borrowed money incurred in respect of which the person to whom such indebtedness is owed has no recourse whatsoever to the issuer or any member of the Group, other than recourse for amounts limited to the cash flow or net cash flow (other than historic cash flow or historic net cash flow) directly or indirectly attributable to specified assets or contracts (or a specified class of asset or contract) or the profits or regulatory surplus emerging from specified assets or contracts (or a specified class thereof); | ||||
borrowings expressed in a currency other than sterling shall be converted into sterling as follows: | ||||
(d) as regards a borrowing shown as outstanding in whole or in part in the then latest Audited Consolidated Balance Sheet, at the rate of exchange adopted for the purpose of that balance sheet; | ||||
(e) as regards other borrowings (that is to say those borrowings no part of which was outstanding at the date of the relevant balance sheet) at the rates of exchange ruling in London at the close of business on the date upon which they were incurred; but so that | ||||
(f) an overdraft or other borrowing on current account expressed in a currency other than sterling shall be converted: | ||||
(i) if at the date of the relevant balance sheet any amount was outstanding on that overdraft or current account, at the rates indicated in clauses (i) or (ii) above; and
(ii) if no such amount was then outstanding at the rates of exchange ruling in London at the close of business on the date upon which, since the date of such balance sheet, the overdraft or current account was first in debit, | ||||
notwithstanding, in either case, its subsequent repayment and a later borrowing on the same account; | ||||
Groupmeans the Company and its subsidiary undertakings; | ||||
Insurance Fundsmeans the technical provisions maintained by the Group in respect of insurance and investment contracts and any unallocated surplus in respect of the Group’s long term insurance business; | ||||
Share Capital and Consolidated Reservesmeans the capital and reserves as shown by the then latest Audited Consolidated Balance Sheet but: |
39
Table of Contents
40
Table of Contents
41
Table of Contents
42
Table of Contents
Extra Shares instead of cash dividend | 160. | The directors may in their absolute discretion offer to members (excluding any member holding shares as treasury shares) the right to elect to receive additional shares credited as fully paid (“Extra Shares”) instead of cash in respect of any dividend or any part of any dividend announced and payable in accordance with Articles 156 and 157 subject to the provisions set out below: | ||
(a) The directors may specify a particular dividend or dividends or all or any dividends to be paid within a specified period or all dividends to be paid until notice is given that such offer is withdrawn. | ||||
(b) The entitlement of each member to Extra Shares shall be such that the value (calculated in accordance withsub-article (c)) of each Extra Share shall be as nearly as possible equal to (but not greater than) the cash amount that the member would have received by way of dividend. No fraction of a share shall be allotted and the directors may make such provision as they think fit for any fractional entitlements including provision: | ||||
(i) for the whole or part of the benefit of fractional entitlements to be disregarded or to accrue to the Company; or | ||||
(ii) for the value thereof to be accumulated on behalf of any member, without entitlement to interest and applied subsequently in paying up in full the appropriate number of unissued shares or in payment to such member in cash. | ||||
(c) Extra Shares whensoever allotted shall be allotted at the average of such number of middle market quotations of a share on the London Stock Exchange as the directors may determine (and at such times and by reference to such sources as the directors may determine) during each of at least three consecutive business days determined by the directors on which the shares are quoted ex the relevant dividend. | ||||
(d) The directors, either before or after determining the price and/or basis of allotment, will notify the members in writing of the right of election offered to them and shall send with or following such notice forms of election and specify the procedures to be followed and the place at which the latest date and time by which duly completed forms of election must be received in order to be effective. The directors may permit members to make an election under this Article for more than one dividend. | ||||
(e) The dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on shares in respect whereof the share election has been duly exercised (the “Elected Shares”), and in lieu thereof Extra Shares shall be allotted to the holders of the Elected Shares on the basis of allotment determined as aforesaid and for such purpose the directors shall capitalise, out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve fund) or profit and loss account as the directors may determine a sum equal to the aggregate nominal amount of additional shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued shares for allotment and distribution to and amongst the holders of the Elected Shares on such basis. | ||||
(f) The directors may on any occasion determine that rights of election shall not extend to any members either where the directors believe that the extension of that right may or would involve the contravention of the laws of any territory or for any other reason that the directors consider in their absolute discretion appropriate and in such event the foregoing provisions of this Article shall be read and construed subject to such determination. |
43
Table of Contents
(g) The Extra Shares allotted in lieu of any dividend shall rankpari passuin all respects with the fully paid shares in issue at the date of allotment except that they will not be entitled to participate in the relevant dividend or share election in lieu. | ||||
Permitted deductions and retentions | 161. | The board may deduct from any dividend or other moneys payable to any member in respect of a share any moneys presently payable by him to the Company in respect of that share. Where a person is entitled by transmission to a share, the board may retain any dividend payable in respect of that share until that person (or that person’s transferee) becomes the holder of that share. | ||
Procedure for payment to holders and others entitled | 162. | Any dividend or other moneys payable in respect of a share may be paid: | ||
(a) in cash; or | ||||
(b) by cheque or warrant made payable to or to the order of the holder or person entitled to payment; or | ||||
(c) by any direct debit, bank or other funds transfer system to the holder or person entitled to payment or, if practicable, to a person designated by notice to the Company by the holder or person entitled to payment; | ||||
(d) in respect of an uncertificated share by means of the relevant system (subject to the facilities and requirements of the relevant system); or | ||||
(e) by any other method approved by the board and agreed (in such form as the Company thinks appropriate) by the holder or person entitled to payment. | ||||
Joint entitlement | 163. | If two or more persons are registered as joint holders of any share, or are entitled by transmission jointly to a share, the Company may: | ||
(a) pay any dividend or other moneys payable in respect of the share to any one of them and any one of them may give effectual receipt for that payment; and | ||||
(b) for the purpose of Article 162, rely in relation to the share on the written direction, designation or agreement of, or notice to the Company by, any one of them. | ||||
Payment by post | 164. | A cheque or warrant may be sent by post: | ||
(a) where a share is held by a sole holder, to the registered address of the holder of the share; or | ||||
(b) if two or more persons are the holders, to the registered address of either person who is named in the register; or | ||||
(c) if a person is entitled by transmission to the share, as if it were a notice to be sent under Article 180; or |
44
Table of Contents
45
Table of Contents
46
Table of Contents
47
Table of Contents
(i) the publication of the notice or document on a website; | ||||
(ii) the address of that website; | ||||
(iii) the place on that website where the notice or document may be accessed, and how it may be accessed; and | ||||
(d) the notice or document is published on that website throughout the publication period, provided that, if the notice or document is published on that website for a part, but not all of, the publication period, the notice or document shall be treated as being published throughout that period if the failure to publish that notice or document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid. | ||||
Publication Period | 174. | In Article 173publication periodmeans:
(a) in the case of a notice of an adjourned meeting pursuant to Article 71 a period of not less than seven clear days before the date of the adjourned meeting, beginning on the day following that on which the notification referred to in Article 173(c) above is sent or (if later) is deemed sent; | ||
(b) in the case of a notice of a poll a period of not less than seven clear days before the taking of the poll, beginning on the day following that on which the notification referred to in Article 173(c) above is sent or (if later) is deemed sent; | ||||
(c) otherwise, for the applicable notice period specified in these Articles or any applicable provision of the Companies Act; and | ||||
(d) in any other case, a period of not less than 28 days, beginning on the day following that on which the notification referred to in Article 174(c) above is sent or (if later) is deemed sent. | ||||
Methods of member etc. sending notice | 175. | Unless otherwise provided by these Articles, a member or a person entitled by transmission to a share shall send any notice or other document pursuant to these Articles to the Company by whichever of the following methods he may in his absolute discretion determine: | ||
(a) by posting the notice or other document in a prepaid envelope addressed to the office; or | ||||
(b) by leaving the notice or other document at the office; or | ||||
(c) by sending the notice or other document by electronic means to such address (if any) for the time being notified by or on behalf of the Company for that purpose. | ||||
Notice to joint holders | 176. | In the case of joint holders of a share, all notices or other documents shall be sent to the joint holder whose name stands first in the register in respect of the joint holding. Any notice or other document so sent shall be deemed for all purposes sent to all the joint holders. Anything to be agreed or specified in relation to any notice, document or other information to be served on or sent or supplied to joint holders may be agreed or specified by any one of the joint holders and the agreement or specification of the senior shall be accepted to the exclusion of that of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding. |
48
Table of Contents
Registered address outside UK | 177. | A member whose registered address is not within the United Kingdom, Channel Islands or the Isle of Man and who sends to the Company an address within the United Kingdom, Channel Islands or the Isle of Man at which a notice or other document may be sent to him by instrument, or an address to which a notice or other document may be sent to him by electronic means, shall be entitled to have notices or other documents sent to him at that address, or, where applicable, by making them available on a website and notifying the holder at that address, but otherwise: | ||
(a) no such member shall be entitled to receive any notice or other document from the Company; and | ||||
(b) without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting. | ||||
Deemed receipt of notice | 178. | A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called. | ||
Terms and conditions for electronic communications | 179. | The board may from time to time issue, endorse or adopt terms and conditions relating to the sending of notices, other documents and proxy appointments by the Company in electronic form to members or persons entitled by transmission and by members or persons entitled by transmission to the Company. | ||
Notice to persons entitled by transmission | 180. | A notice or other document may be sent by the Company to the person or persons entitled by transmission to a share by sending it in any manner the Company may choose, as authorised by these Articles, for the sending of a notice or other document to a member, addressed to them by name, or by the title of a representative of the deceased, or trustee of the bankrupt or by any similar description at the address (if any) in the United Kingdom as may be supplied for that purpose by or on behalf of the person or persons claiming to be so entitled. Until such an address has been supplied, a notice or other document may be sent in any manner in which it might have been sent if the death or bankruptcy or other event giving rise to the transmission had not occurred. | ||
Transferees etc. bound by prior notice | 181. | Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register, has been sent to a person from whom he derives his title, provided that no person who becomes entitled by transmission to a share shall be bound by any direction notice sent under Article 93 to a person from whom he derives his title. | ||
Proof of sending/when notices etc. deemed sent by post | 182. | Proof that an envelope containing a notice or other document was properly addressed, prepaid and posted shall be conclusive evidence that the notice or document was sent. Proof that a notice or other document contained in electronic form was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators current at the date of adoption of these Articles, or, if the board so resolves, any subsequent guidance so issued, shall be conclusive evidence that the notice or document was sent. A notice or other document sent by the Company to a member by post shall be deemed to be sent: | ||
(a) if sent by first class post or special delivery post from an address in the United Kingdom to another address in the United Kingdom, the Channel Islands or the Isle of Man, or by a |
49
Table of Contents
postal service similar to first class post or special delivery post from an address in another country to another address in that other country, on the day following that on which the envelope containing it was posted; | ||||
(b) in any other case, on the second day following that on which the envelope containing it was posted. | ||||
When notices etc. deemed sent by electronic means | 183. | A notice or other document sent by the Company to a member by electronic means shall be deemed sent to the member on the same day on which it was sent to the member. Such a notice or other document shall be deemed sent by the Company to the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant notice or other document for any reason and notwithstanding that the Company subsequently sends a hard copy of such notice or other document by post to the member. Any notice, document or other information made available on a website shall be deemed to have been received on the first day of the publication period (as defined in Article 174) or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. | ||
Notice includes website notification | 184. | Except when the subject or context otherwise requires, in Articles 2, 175, 176, 177, 178, 179, 180, 181, 182, and 183, references to a notice include without limitation references to any notification required by the Companies Acts or these Articles in relation to the publication of any notices or other documents on a website. | ||
Notice during disruption of services | 185. | If at any time the Company is unable effectively to convene a general meeting by notices sent through the post in the United Kingdom, by electronic means or by making it available on the website, as a result of the suspension or curtailment of postal services in the United Kingdom or of the relevant communication system in the United Kingdom, notice of general meeting may be sufficiently given to the members affected by advertisement in the United Kingdom. Any notice given by advertisement for the purpose of this Article shall be advertised in at least one newspaper having a national circulation. If advertised in more than one newspaper, the advertisements shall appear on the same date. Such notice shall be deemed to have been sent to all persons who are entitled to have notice of meetings sent to them on the day when the advertisement appears. In any such case, the Company shall send confirmatory copies of the notice by post or by electronic means to the persons entitled to receive them or, where applicable, notify the affected members of availability on the website, if at least seven days before the meeting the sending or supply of notices by post, by electronic means or by making it available on a website has again become generally possible. | ||
Untraced members: notices | 186. | If on three consecutive occasions notices sent through the post to any member at his registered address or his address for the service of notices have been returned undelivered, or if, after any one such occasion, the board or any committee authorised by the board on their behalf are of the opinion, after making all reasonable enquiries, that any further notices to such member would, if sent as aforesaid, likewise be returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company in respect of his shares and supplied in writing to the transfer office a new registered address or address within the United Kingdom, Channel Islands or the Isle of Man for the service of notices. | ||
187. | Where a member has been sent a notice, document or other information by the Company otherwise than in hard copy form, the Company will, without charge, send a copy of such notice, document or other information in hard copy form to the member concerned within 21 days after receipt by the Company of a request in writing therefor from such member. |
50
Table of Contents
51
Table of Contents
52
Table of Contents
53
Table of Contents
1 | ||||
ARTICLE | PAGE | |||
2 | ||||
5 | ||||
5 | ||||
5 | ||||
9 | ||||
9 | ||||
10 | ||||
10 | ||||
11 | ||||
12 | ||||
13 | ||||
14 | ||||
15 | ||||
18 | ||||
20 | ||||
21 | ||||
24 | ||||
25 | ||||
25 | ||||
27 | ||||
28 | ||||
28 | ||||
29 | ||||
30 | ||||
31 | ||||
31 | ||||
32 | ||||
36 | ||||
37 | ||||
40 | ||||
41 | ||||
41 | ||||
42 | ||||
45 | ||||
46 | ||||
47 | ||||
47 | ||||
51 | ||||
52 | ||||
53 | ||||
53 |
54
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: 18 May 2018
PRUDENTIAL PUBLIC LIMITED COMPANY |
By: /s/ Chris Smith |
Chris Smith |
Deputy Group Secretary |