Exhibit 99.2
THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION OF
ZAPP ELECTRIC VEHICLES GROUP LIMITED
(APPROVED BY SPECIAL RESOLUTION DATED 11 APRIL 2024 AND ADOPTED ON 11 April 2024)
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THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
ZAPP ELECTRIC VEHICLES GROUP LIMITED
(APPROVED BY SPECIAL RESOLUTION DATED 11 APRIL 2024 AND ADOPTED ON 11 April 2024)
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TABLE OF CONTENTS
CLAUSE | PAGE |
TABLE A | 1 |
INTERPRETATION | 2 |
PRELIMINARY | 4 |
SHARES | 5 |
MODIFICATION OF RIGHTS | 5 |
CERTIFICATES | 6 |
FRACTIONAL SHARES | 6 |
LIEN | 6 |
CALLS ON SHARES | 7 |
FORFEITURE OF SHARES | 8 |
TRANSFER OF SHARES | 9 |
TRANSMISSION OF SHARES | 9 |
ALTERATION OF SHARE CAPITAL | 10 |
REDEMPTION, PURCHASE AND SURRENDER OF SHARES | 10 |
TREASURY SHARES | 11 |
GENERAL MEETINGS | 11 |
PROCEEDINGS AT GENERAL MEETINGS | 12 |
VOTES OF SHAREHOLDERS | 14 |
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS | 15 |
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DIRECTORS | 15 |
ALTERNATE DIRECTOR | 16 |
POWERS AND DUTIES OF DIRECTORS | 17 |
BORROWING POWERS OF DIRECTORS | 18 |
THE SEAL | 19 |
DISQUALIFICATION OF DIRECTORS | 19 |
PROCEEDINGS OF DIRECTORS | 19 |
DIVIDENDS | 22 |
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION | 23 |
CAPITALISATION OF RESERVES | 23 |
SHARE PREMIUM ACCOUNT | 24 |
NOTICES | 24 |
INDEMNITY | 26 |
NON-RECOGNITION OF TRUSTS | 26 |
WINDING UP | 27 |
AMENDMENT OF ARTICLES OF ASSOCIATION | 27 |
CLOSING OF REGISTER OR FIXING RECORD DATE | 27 |
REGISTRATION BY WAY OF CONTINUATION | 28 |
MERGERS AND CONSOLIDATION | 28 |
DISCLOSURE | 28 |
EXCLUSIVE FORUM | 28 |
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THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
ZAPP ELECTRIC VEHICLES GROUP LIMITED
(APPROVED BY SPECIAL RESOLUTION DATED 11 APRIL 2024 AND ADOPTED ON 11 April 2024) TABLE A
The Regulations contained or incorporated in Table 'A' in the First Schedule of the Companies Act shall not apply to Zapp Electric Vehicles Group Limited (the "Company") and the following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
"Articles" means these articles of association of the Company, as amended or substituted from time to time.
"Board" means the board of Directors of the Company from time to time.
"Branch Register" means any branch Register of such category or categories of Members as the Company may from time to time determine.
"Chairman" means chair of the Board.
"Class" or "Classes" means any class or classes of Shares as may from time to time be issued by the Company.
"Companies Act" means the Companies Act (as amended) of the Cayman Islands.
"Compensation Committee" means a compensation committee of the Board as defined under the Designated Stock Exchange rules.
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"Designated Stock Exchange" means any national securities exchange or automated quotation system on which the Company’s securities are traded, including but not limited to Nasdaq Capital Market.
"Directors" means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof.
"Independent Director" means a Director who qualifies as "independent" under the rules of the Designated Stock Exchange.
"Listing Date" means 1 May 2023.
"Memorandum of Association" means the memorandum of association of the Company, as amended or substituted from time to time.
"Office" means the registered office of the Company as required by the Companies Act. "Officers" means the officers for the time being and from time to time of the Company. "Ordinary Resolution" means a resolution:
"paid up" means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up.
"Person" means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires, other than in respect of a Director or Officer in which circumstances Person shall mean any person or entity permitted to act as such in accordance with the laws of the Cayman Islands.
"Principal Register", where the Company has established one or more Branch Registers pursuant to the Companies Act and these Articles, means the Register maintained by the Company pursuant to the Companies Act and these Articles that is not designated by the Directors as a Branch Register.
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"Register" means the register of Members of the Company required to be kept pursuant to the Companies Act and includes any Branch Register(s) established by the Company in accordance with the Companies Act.
"Seal" means the common seal of the Company (if adopted) including any facsimile thereof.
"Secretary" means any Person appointed by the Directors to perform any of the duties of the secretary of the Company.
"Share" means a share in the capital of the Company. All references to "Shares" herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression "Share" shall include a fraction of a Share.
"Shareholder" or "Member" means a Person who is registered as the holder of Shares in the Register and includes each subscriber to the Memorandum of Association pending entry in the Register of such subscriber.
"Share Premium Account" means the share premium account established in accordance with these Articles and the Companies Act.
"signed" means bearing a signature or representation of a signature affixed by mechanical means.
"Special Resolution" means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:
"Treasury Shares" means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled.
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PRELIMINARY
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SHARES
and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued.
MODIFICATION OF RIGHTS
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being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by them. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes. The Directors may vary the rights attaching to any Class without the consent or approval of Shareholders provided that the rights will not, in the determination of the Directors, be materially adversely varied or abrogated by such action.
CERTIFICATES
FRACTIONAL SHARES
LIEN
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been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of their death or bankruptcy.
CALLS ON SHARES
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FORFEITURE OF SHARES
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TRANSFER OF SHARES
TRANSMISSION OF SHARES
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the registered Shareholder, except that they shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.
ALTERATION OF SHARE CAPITAL
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
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TREASURY SHARES
GENERAL MEETINGS
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NOTICE OF GENERAL MEETINGS
PROCEEDINGS AT GENERAL MEETINGS
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but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen days or more, notice of the adjourned meeting shall be given in the manner provided for the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
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by the chair or one or more Shareholders present in person or by proxy entitled to vote, and unless a poll is so demanded, a declaration by the chair that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
VOTES OF SHAREHOLDERS
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CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
DIRECTORS
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replacement Class I Directors are appointed, the existing Class I Directors shall be automatically re-appointed for a further term of three (3) years;
ALTERNATE DIRECTOR
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alternate acts as a Director. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing them and the proportion thereof shall be agreed between them.
POWERS AND DUTIES OF DIRECTORS
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Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in them.
BORROWING POWERS OF DIRECTORS
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THE SEAL
DISQUALIFICATION OF DIRECTORS
PROCEEDINGS OF DIRECTORS
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Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors provided that not less than 48 hours' notice of the meeting is given to all Directors.
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DIVIDENDS
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ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
CAPITALISATION OF RESERVES
and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share
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Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;
and any such agreement made under this authority being effective and binding on all those Shareholders; and
SHARE PREMIUM ACCOUNT
NOTICES
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In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.
No other Person shall be entitled to receive notices of general meetings.
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INDEMNITY
unless the same shall happen through such Indemnified Person's own dishonesty, wilful default or fraud as determined by a court of competent jurisdiction.
NON-RECOGNITION OF TRUSTS
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in each Shareholder registered in the Register, provided that, notwithstanding the foregoing, the Company shall be entitled to recognise any such interests as shall be determined by the Directors.
WINDING UP
AMENDMENT OF ARTICLES OF ASSOCIATION
CLOSING OF REGISTER OR FIXING RECORD DATE
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meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.
REGISTRATION BY WAY OF CONTINUATION
MERGERS AND CONSOLIDATION
DISCLOSURE
EXCLUSIVE FORUM
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the Company, the courts of the Cayman Islands shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Company to the Company or the Company’s Shareholders, (iii) any action or petition asserting a claim arising pursuant to any provision of the Companies Act or these Articles including but not limited to any purchase or acquisition of Shares, securities or guarantee provided in consideration thereof, or (iv) any action asserting a claim against the Company concerning its internal affairs. This Article shall not apply to claims or causes of action brought to enforce a duty or liability created by the United States Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, or any other claim based on securities laws for which claim the federal district courts of the United States have exclusive jurisdiction.
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