Exhibit 1.1
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| THE COMPANIES ACT 1985 | | COMPANY NO. 77536 |
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
REED ELSEVIER PLC1*
(Adopted by special resolution on 23 April 2008)
PRELIMINARY
1. The regulations in Table A as in force at the date of the incorporation of the Company shall not apply to the Company.
Table A
2. In these Articles, except where the subject or context otherwise requires:
Actmeans the Companies Act 1985 including any modification or re-enactment thereof for the time being in force;
2006 Actmeans the Companies Act 2006 including any modification or re-enactment thereof for the time being in force;
addressincludes a number or address used for the purposes of sending or receiving documents or information by electronic means;
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| 1 | | NOTE: The Company was incorporated under the name of “ALBERT E. REED & COMPANY, LIMITED”. On 1st August, 1963, the name of the Company was changed to “REED PAPER GROUP LIMITED” pursuant to a SPECIAL RESOLUTION dated 24th July, 1963. On 11th August, 1969, the name of the Company was changed from “REED PAPER GROUP LIMITED” to “REED GROUP LIMITED” pursuant to a SPECIAL RESOLUTION dated 30th July, 1969. On 3rd August, 1970, the name of the Company was changed from “REED INTERNATIONAL LIMITED pursuant to a SPECIAL RESOLUTION dated 29th July, 1970. On 1st April, 1982 the name of the Company was changed from “REED INTERNATIONAL LIMITED” to “REED INTERNATIONAL P.L.C.” pursuant to a Directors’ resolution dated 2nd March, 1982. On 19th April, 2002 the name of the company was changed from “REED INTERNATIONAL P.L.C. to “REED ELSEVIER PLC” pursuant to a special resolution dated 9 April 2002. |
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Articlesmeans these articles of association as altered from time to time by special resolution;
auditorsmeans the auditors of the Company;
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 given or deemed to be given and the day for which it is given or on which it is to take effect;
Companies Actshas the meaning given by section 2 of the 2006 Act;
director means a director of the Company;
dividendmeans dividend or bonus;
electronic copy, electronic form and electronic meanshave the meanings given to them by section 1168 of the 2006 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 otherwise by operation of law;
hard copy and hard copy formhave the meanings given to them by section 1168 of the 2006 Act;
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;
membermeans a member of the Company;
Memorandummeans the memorandum of association of the Company as amended from time to time;
officemeans the registered office of the Company;
Ordinary Sharemeans an ordinary share of 14 51/116p in the capital of the Company; Operator shall have the meaning given to it in the Regulations;
Operator-instructionshall have the meaning given to it in the Regulations;
paid means paid or credited as paid;
participating securityshall have the meaning given to it in the Regulations;
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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 185(4) of the Act;
registermeans either or both of the issuer register of members and the Operator register of members of the Company;
Regulations meansthe Uncertificated Securities Regulations 2001 including any modification or re-enactment of them for the time being in force;
sealmeans the common seal of the Company and includes any official seal kept by the Company by virtue of section 39 or 40 of the Act;
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;
treasury shareshas the meaning given by the Act, as amended by The Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 and The Companies (Acquisition of Own Shares) (Treasury Shares) No 2 Regulations 2003, as if those Regulations were in force at the date of adoption of these Articles;
uncertificated sharemeans (subject to Regulation 42(11)(a) of the Regulations) a share in the capital of the Company title to which is recorded on the Operator register of members of the Company and which may, by virtue of the Regulations, 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;
United Kingdommeans Great Britain and Northern Ireland; and
working dayhas the meaning given by section 1173 of the 2006 Act.
Construction
3. References towritingmean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, andwrittenshall be construed accordingly.
References to a document or information beingsent, supplied or givento or by a person mean such document or information, or a copy of such document or information, being sent, supplied, 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, andsending, supplyingandgivingshall be construed 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 the Act have the same meaning as in the Act (but excluding any
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modification of the Act not in force at the date of adoption of 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 Regulations have the same meaning as in the Regulations (but excluding any modification of the Regulations not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.
Subject to the preceding two paragraphs, references to any provision of any enactment or of any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) include any modification or re-enactment of that provision for the time being in force.
Headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles.
In these Articles, (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word board in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more directors, any director holding executive office and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated; (c) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.
Where, in relation to a share, these Articles refer to a relevant system, the reference is to the relevant system in which that share is a participating security at the relevant time.
SHARE CAPITAL.
Share Capital
4. The liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.
Shares with special rights
5. Subject to the provisions of the Companies Acts and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the board shall determine.
Uncertificated shares
6. Subject to the provisions of the Regulations, 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.
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Not separate class of shares
7. 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 |
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| (b) | | is permitted in accordance with the Regulations to become a participating security. |
Exercise of Company’s entitlements in respect of uncertificated share
8. Where any class of shares is a participating security and the Company is entitled under any provision of the Companies Acts, the Regulations or these Articles to sell, transfer or otherwise dispose of, forfeit, redeem, 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 Regulations, 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 for so long as required by the Company; |
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| (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; |
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| (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; |
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| (d) | | to require the Operator to convert that uncertificated share into certificated form in accordance with Regulation 32(2)(c) of the Regulations; and |
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| (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. |
Allotment
9. Subject to the provisions of the Companies Acts relating to authority, preemption rights or otherwise and of any resolution of the Company in general meeting passed pursuant thereto, and, in the case of redeemable shares, the provisions of Article 10, all unissued shares for the time being in the capital of the Company shall be at the disposal of the board, and the board may reclassify, allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of them to such persons, on such terms and conditions, and at such times as it thinks fit.
Redeemable shares
10. Subject to the provisions of the Companies Acts, and without prejudice 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 in such manner as may be provided by these Articles.
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Section 80 Authority
11. The board has general and unconditional authority to exercise all the powers of the Company to allot relevant securities up to an aggregate nominal amount equal to the section 80 amount, for each prescribed period.
Section 89 disapplication
12. The board is empowered for each prescribed period to allot equity securities for cash pursuant to the authority conferred by Article 11 as if section 89(1) of the Act did not apply to any such allotment, provided that its power shall be limited to:
| (a) | | the allotment of equity securities in connection with a pre-emptive issue; and |
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| (b) | | the allotment (otherwise than pursuant to Article 12(a)) of equity securities up to an aggregate nominal amount equal to the section 89 amount. |
This Article applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 94(3A) of the Act as if in this Article the words “pursuant to the authority conferred by Article 11” were omitted.
Allotment after expiry
13. Before the expiry of a prescribed period the Company may make an offer or agreement which would or might require equity securities or other relevant securities to be allotted after such expiry. The board may allot equity securities or other relevant securities in pursuance of that offer or agreement as if the prescribed period during which that offer or agreement was made had not expired.
Definitions
14. In this Article and Articles 11, 12, and 13:
prescribed periodmeans any period for which the authority conferred by Article 11 is given by ordinary or special resolution stating the section 80 amount and/or the power conferred by Article 12 is given by special resolution stating the section 89 amount;
pre-emptive issuemeans an offer of equity securities to ordinary shareholders or an invitation to ordinary shareholders to apply to subscribe for equity securities and, if in accordance with their rights the board so determines, holders of other equity securities of any class (whether by way of rights issue, open offer or otherwise) where the equity securities respectively attributable to the interests of ordinary shareholders or holders of other equity securities, if applicable are proportionate (as nearly as practicable) to the respective numbers of ordinary shares or other equity securities, as the case may be held by them, but subject to such exclusions or other arrangements as the board may deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any regulatory body or stock exchange;
section 80 amountmeans, for any prescribed period, the amount stated in the relevant ordinary or special resolution; and
section 89 amountmeans, for any prescribed period, the amount stated in the relevant special resolution.
Commissions
15. The Company may exercise all powers of paying commissions or brokerage conferred or permitted by the Companies Acts. Subject to the provisions of the Companies Acts, any such commission or brokerage may be satisfied by the payment
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of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other or by the grant of an option to call, within a specified time, for a specified number or amount of shares in the Company at a specified price being not less than par.
Trusts not recognised
16. Except as required by law, no person shall be recognised by the Company as not holding any share upon any trust and (except as otherwise provided by these Articles or by law) the Company shall not be bound by or recognise any interest in any share (or in any fractional part of a share) except an absolute right to the entirety thereof in the holder.
Joint holders
17. The Company shall not be bound to register more than four persons as joint holders of any share (except in the case of executors or administrators of a deceased member), and any one of such registered joint holders may give effectual receipts for any dividend or other moneys payable in respect of such share.
VARIATION OF RIGHTS
Method of varying rights
18. Subject to the provisions of the Companies Acts, if at any time the capital of the Company is divided into different classes of shares, the rights attached to any class may (unless otherwise provided by the terms of allotment of the shares of that class) be varied or abrogated, whether or not the Company is being wound up, either:
| (a) | | with the written consent of the holders of three-quarters in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares), which consent shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the Company for that purpose, or in default of such specification to the office, and may consist of several documents, each executed or authenticated in such manner as the board may approve by or on behalf of one or more holders, or a combination of both; or |
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| (b) | | with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class, |
but not otherwise.
When rights deemed to be varied
19. For the purposes of Article 16, if at any time the capital of the Company is divided into different classes of shares, unless otherwise expressly provided by the rights attached to any share or class of shares, those rights shall be deemed to be varied by:
| (a) | | the reduction of the capital paid up on that share or class of shares otherwise than by a purchase or redemption by the Company of its own shares; and |
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| (b) | | the allotment of another share ranking in priority for payment of a dividend or in respect of capital or which confers on its holder voting rights more favourable than those conferred by that share or class of shares, |
but shall not be deemed to be varied by:
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| (c) | | the creation or issue of another share ranking equally with, or subsequent to, that share or class of shares or by the purchase or redemption by the Company of its own shares; or |
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| (d) | | the Company permitting, in accordance with the Regulations, the holding of and transfer of title to shares of that or any other class in uncertificated form by means of a relevant system. |
SHARE CERTIFICATES
Members’ rights to certificates
20. Every member, upon becoming the holder of any certificated share (except a recognised person in respect of whom the Company is not required by law to complete and have ready for delivery a certificate), shall be entitled, without payment, to one certificate for all the certificated shares of each class held by him (and, upon transferring a part of his holding of certificated shares of any class, to a certificate for the balance of his holding of certificated shares) or several certificates each for one or more of his certificated shares upon payment for every certificate after the first of such reasonable sum as the board may from time to time determine. Every certificate shall be executed under the seal or otherwise in accordance with Article 170 or in such other manner as the board may approve and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up on those shares. The Company shall not be bound to issue more than one certificate for certificated shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. Shares of different classes may not be included in the same certificate.
Replacement certificates
21. Any member holding two or more certificates representing shares of any one class may request the cancellation of such certificates and the Company shall issue a single new certificate for such shares in lieu without charge.
22. If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity (with or without security) and payment of any exceptional out-of-pocket expenses reasonably incurred by the Company in investigating evidence and preparing the requisite form of indemnity as the board may determine but otherwise free of charge; and (in the case of defacement or wearing out) on delivery up of the old certificate.
LIEN
Company to have lien on shares
23. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys payable to the Company (whether presently or not) in respect of that share. The board may at any time (generally or in a particular case) waive any lien or declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to any amount (including without limitation any dividend) payable in respect of it.
Enforcement of lien by sale
24. The Company may sell, in such manner as the board determines, any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen clear days after notice has been sent to the
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holder of the share or to the person entitled to it by transmission, demanding payment and stating that if the notice is not complied with the share may be sold.
Giving effect to sale
25. To give effect to any sale mentioned in Article 22 the board may, if the share is a certificated share, authorise any person to execute an instrument of transfer of the share sold to, or in accordance with the directions of, the purchaser. If the share is an uncertificated share, the board may exercise any of the Company’s powers under Article 8 to effect the sale of the share to, or in accordance with the directions of, the purchaser. The purchaser shall not be bound to see to the application of the purchase money nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in relation to the sale.
Application of proceeds
26. The net proceeds of the sale mentioned in the preceding Articles, after payment of the costs, shall be applied in or towards payment or satisfaction of so much of the sum in respect of which the lien exists as is presently payable. Any residue shall (if the share sold is a certificated share, on surrender to the Company for cancellation of the certificate in respect of the share sold, and whether the share sold is a certificated or uncertificated share, subject to a like lien for any moneys not presently payable as existed upon the shares before .he sale), be paid to the person entitled to the shares at the date of the sale.
CALLS ON SHARES
Power to make calls
27. Subject to the terms of allotment, the board may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium). Each member shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made) pay to the Company the amount called on his shares as required by the notice. A call may be required to be paid by instalments. A call may be revoked in whole or part and the time fixed for payment of a call may be postponed in whole or part as the board may determine. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.
Time when call made
28. A call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed.
Liability of joint holders
29. The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.
Interest payable
30. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid. The interest shall be paid at the rate fixed by the terms of allotment of the relevant share or in the notice of the call or, if no rate is fixed, at such rate, not exceeding 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act), as may he determined by the board. The board shall be at liberty to waive payment of such interest wholly or in part.
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Deemed calls on allotment
31. An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and notified and payable on the date so fixed or in accordance with the terms of the allotment. If it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.
Differentiation on calls
32. Subject to the terms of allotment, the board may make arrangements on the issue of shares for a difference between the allottees or holders in the amounts and times of payment of calls on their shares.
Payment of calls in advance
33. The board may, if it thinks fit, receive from any member all or any part of the of moneys uncalled and unpaid on any share held by him. Such payment in advance of calls shall extinguish the liability upon the share in respect of which it is made to the extent of the payment. The Company may pay on all or any of the moneys so advanced (until the same would but for such advance become presently payable) interest at such rate as may be agreed upon between the board and such member not exceeding (unless the Company by ordinary resolution otherwise directs) 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act).
Rights suspended if payment in arrears
34. No member shall be entitled to receive any dividend or other moneys, or (save as proxy for another member) to be present or vote at any general meeting, either personally or by proxy, or to exercise any privilege a; a member, or be counted in a quorum in respect of any share held by him (whether alone or jointly with any other person), if and so long as he shall have defaulted in payment of any call or other sum for the time being due and payable on such share or any interest or expenses (if any) payable in connection therewith.
FORFEITURE AND SURRENDER
Notice requiring payment of call
35. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable, the board may give the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.
Forfeiture for non-compliance
36. If any notice issued in accordance with Article 33 is not complied with, any for share in respect of which it was sent may, at any time before the payment required the notice has been made, be forfeited by a resolution of the board. The forfeiture shall include all dividends or other moneys in respect of the forfeited share which have not been paid before the forfeiture. When any share has been forfeited, notice of the forfeiture shall be sent to the person who was the holder of the share before the forfeiture. Where the forfeited share is held in certificated form, an entry shall be made promptly in the register opposite the entry of the share showing that notice has been sent, that the share has been forfeited and the date of forfeiture. No forfeiture shall be invalidated by any omission or neglect to send such notice or to make such entries.
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Sale of forfeited shares
37. Subject to the provisions of the Companies Acts, a forfeited share shall be deemed to belong to the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the board determines, either to the person who was the holder before the forfeiture or to any other person. At any time before sale, reallotment or other disposal, the forfeiture may be cancelled on such terms as the board thinks fit. Where for the purposes of its disposal a forfeited share held in certificated form is to be transferred to any person, the board may authorise any person to execute an instrument of transfer of the share to that person. Where for the purposes of its disposal a forfeited share held in uncertificated form is to be transferred to any person, the board may exercise any of the Company’s powers under Article 8. The Company may receive the consideration given for the share on its disposal and may register the transferee as holder of the share.
Liability following forfeiture
38. A person shall cease to be a member in respect of any share which has been forfeited and shall, if the share is a certificated share, surrender the certificate for any forfeited share to the Company for cancellation. The person shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of that share with interest on that amount at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the rate determined by the board, not exceeding 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act), from the date of forfeiture until payment. The board may waive payment wholly or in part or enforce payment without any allowance for the value of the share at the time of forfeiture or for any consideration received on its disposal.
Surrender
39. The board may accept the surrender of any share which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.
Extinction of rights
40. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the person whose share is forfeited and the Company, except only those rights and liabilities expressly saved by these Articles, or as are given or imposed in the case of past members by the Companies Acts.
Evidence of forfeiture or surrender
41. A statutory declaration by a director or the secretary that a share has been duly forfeited or surrendered on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject if necessary to the execution of an instrument of transfer or transfer by means of the relevant system, as the case may be) constitute a good title to the share. The person to whom the share is disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity in, or invalidity of, the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.
Power to annul forfeiture or surrender
42. Notwithstanding any such forfeiture as aforesaid, the board may, at any time before the forfeited or surrendered share has been sold, re-allotted or otherwise disposed of, annul the forfeiture or surrender upon Payment of all calls and interest
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due on, and costs, charges and expenses incurred in respect of, the share, and on such further conditions (if any) as it may think fit.
TRANSFER OF SHARES
Form and execution of transfer of certificated shares
43. Without prejudice to any power of the Company to register as shareholder a person to whom the right to any share has been transmitted by operation of law, the instrument of transfer of a certificated share may be in any usual form or in any other form which the board may approve. An instrument of transfer shall be signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. An instrument of transfer need not be under seal.
Transfers of partly paid certificated shares
44. The board may, in its absolute discretion and without giving any reason, refuse to register the transfer of a certificated share which is not fully paid, provided that the refusal does not prevent dealings in shares in the Company from taking place on an open and proper basis.
Invalid transfers of certificated shares
45. The board may also refuse to register the transfer of a certificated share unless the instrument of transfer:
| (a) | | is lodged, duly stamped (if stampable), at the. office or at such other place appointed by the board accompanied by the certificate for the share to which it relates and such other evidence as the board may reasonably require to show the right of the transferor to make the transfer; |
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| (b) | | is in respect of only one class of shares; and |
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| (c) | | is in favour of not more than four transferees. |
Transfers by recognised persons
46. In the case of a transfer of a certificated share by a recognised person, the lodging of a share certificate will only be necessary if and to the extent that a certificate has been issued in respect of the share in question.
Notice of refusal to register
47. If the board refuses to register a transfer of a share in certificated form, it shall send the transferee notice of its refusal within two months after the date on which the instrument of transfer was lodged with the Company.
Suspension of registration
48. The registration of transfers of shares or of transfers of any class of shares may be suspended at such times and for such periods (not exceeding 30 days in any year) as the board may determine, except that the board may not suspend the registration of transfers of any participating security without the consent of the Operator of the relevant system.
No fee payable on registration
49. No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to a share.
Retention of transfers
50. The Company shall be entitled to retain an instrument of transfer which is registered, but an instrument of transfer which the board refuses to register shall be returned to the person lodging it when notice of the refusal is sent.
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TRANSMISSION OF SHARES
Transmission
51. If a member dies, the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest. Nothing in these Articles shall release the estate of a deceased member (whether a sole or joint holder) from any liability in respect of any share held by him.
Elections permitted
52. A person becoming entitled to a share by transmission may, upon production of such evidence as to his entitlement as the board may properly require, elect either to become the holder of the share or to have another person nominated by him registered as the transferee. If he elects to become the holder he shall send notice to the Company to that effect. If he elects to have another person registered and the share is a certificated share, he shall execute an instrument of transfer of the share to that person. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the board may require (including without limitation the execution of any document and the giving of any instruction by means of a relevant system) to enable himself or that person to be registered as the holder of the share. All the provisions of these Articles relating to the transfer of shares shall apply to any such notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member or other event giving rise to the transmission had not occurred.
Elections required
53. The board may at any time send a notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within sixty days the board may thereafter withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.
Rights of persons entitled by transmission
54. A person becoming entitled by transmission to a share shall, on production of any evidence as to his entitlement properly required by the board and subject to the requirements of Article 50, have the same rights in relation to the share as he would have had if he were the holder of the share, subject to Article 183. That person may give a discharge for all dividends and other moneys payable in respect of the share, but he shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any meeting of the Company or to receive notice of, or to attend or vote at, any separate meeting of the holders of any class of shares in the capital of the Company.
ALTERATION OF SHARE CAPITAL
Alterations by ordinary resolution
55. The Company may by ordinary resolution:
| (a) | | increase its share capital by such sum to be divided into shares of such amount as the resolution prescribes; |
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| (b) | | consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; |
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| (c) | | subject to the provisions of the Companies Acts, sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum and the resolution may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage as compared with the others; and |
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| (d) | | cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. |
New shares subject to these Articles
56. All shares created pursuant to the operation of Article 53 shall be:
| (a) | | subject to all the provisions of these Articles, including without limitation provisions relating to payment of calls, lien, forfeiture, transfer and transmission; and |
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| (b) | | unclassified, unless otherwise provided by these Articles, by the resolution creating the shares or by the terms of allotment of the shares. |
Consolidation and fractions arising
57. Whenever any fractions arise as a result of a consolidation or sub-division of shares, the board may on behalf of the members deal with the fractions as it thinks fit. In particular, without limitation, the board may sell shares representing fractions to which any members would otherwise become entitled to any person (including, subject to the provisions of the Companies Acts, the Company) and distribute the net proceeds of sale in due proportion among those members or determine that the net proceeds of sale be retained for the benefit of the Company. Where the shares to be sold are held in certificated form, the board may authorise any person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. Where the shares to be sold are held in uncertificated form, the board may do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the purchaser. The purchaser shall not be hound to see to the application of the purchase moneys and his title to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in relation to the sale.
Power to reduce capital
58. Subject to the provisions of the Companies Acts, the Company may by special resolution reduce its share capital, capital redemption reserve and share premium account in any way.
PURCHASE OF OWN SHARES
Power to purchase own shares
59. Subject to and in accordance with the provisions of the Companies Acts and without prejudice to any relevant special rights attached to any class of shares, the Company may purchase any of its own shares of any class (including without limitation redeemable shares) in any way and at any price (whether at par or above or below par) and may hold such shares as treasury shares.
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GENERAL MEETINGS
Annual general meetings
60. The board shall convene and the Company shall hold general meetings as annual general meetings in accordance with the requirements of the Companies Acts.
Class meetings
61. All provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the holders of any class of shares in the capital of the Company, except that:
| (a) | | the necessary quorum shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or, at any adjourned meeting of such holders, one holder present in person or by proxy, whatever the amount of his holding, who shall be deemed to constitute a meeting; |
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| (b) | | any holder of shares of the class present in person or by proxy may demand a poll; and |
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| (c) | | each holder of shares of the class shall, on a poll, have one vote in respect of every share of the class held by him. |
For the purposes of this Article, where a person is present by proxy or proxies, he is treated only as holding the shares in respect of which those proxies are authorised to exercise voting rights.
Convening general meetings
62. The board may call general meetings whenever and at such times and places as it shall determine. On the requisition of members pursuant to the provisions of the Companies Acts, the board shall promptly convene a general meeting in accordance with the requirements of the Companies Acts. If there are insufficient directors in the United Kingdom to call a general meeting any director of the Company may call a general meeting, but where no director is willing or able to do so, any two members of the Company may summon a meeting for the purpose of appointing one or more directors.
NOTICE OF GENERAL MEETINGS
Period of notice
63. An annual general meeting shall be called by at least 21 clear days’ notice. All other general meetings shall be called by at least 14 clear days’ notice.
Recipients of notice
64. Subject to the provisions of the Companies Acts, to the provisions of these Articles and to any restrictions imposed on any shares, the notice shall be sent to every member and every director. The auditors are entitled to receive all notices of , and other communications relating to, any general meeting which any member is entitled to receive.
Uncontactable shareholders
65. Subject to the provisions of the Act, if on two consecutive occasions notices or any other documents have been sent by post to a member at his registered address but have been returned undelivered, then the member shall not be entitled to receive any subsequent notice or other documents until he has given to the Company a new registered address or has notified the Company in writing that such notices or other
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documents should continue to be sent to his registered address. For the purposes of this Article references toregistered addressmean, in the case of a member whose registered address is not within the United Kingdom, any address within the United Kingdom given by him to the Company for the service of notices or other documents. References toother documentsdo not include references to dividend warrants or cheques, which the Company shall be entitled to cease sending in accordance with the provisions of Article 189.
Contents of notice — general
66. The notice shall specify the time, date and place of the meeting (including without limitation any satellite meeting place arranged for the purposes of Article 67, which shall be identified as such in the notice) and the general nature of the business to be dealt with.
Contents of notice — additional requirements
67. In the case of an annual general meeting, the notice shall specify the meeting as such. In the case of a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution.
Article 69 arrangements
68. The notice shall include details of any arrangements made for the purpose of Article 69 (making clear that participation in those arrangements will not amount to attendance at the meeting to which the notice relates).
General meetings at more than one place
69. The board may resolve to enable persons entitled to attend a general meeting to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to vote at, the general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chairman of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that members attending at all the meeting places are able to:
| (a) | | participate in the business for which the meeting has been convened; |
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| (b) | | hear and see all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and |
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| (c) | | be heard and seen by all other persons so present in the same way. |
The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.
Interruption or adjournment where facilities inadequate
70. If it appears to the chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place have become inadequate for the purposes referred to in Article 67, then the chairman may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid. The provisions of Article 80 shall apply to that adjournment.
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Other arrangements for viewing and hearing proceedings
71. 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 at any such venue shall 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 meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting.
Controlling level of attendance
72. 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 71 (including without limitation the issue of tickets or the imposition of some other means of selection) 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 71. 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 and/or time of meeting
73. 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 the meeting at the declared place (or any of the declared places, in the case of a meeting to which Article 69 applies) and/or time, it may change the place (or any of the places, in the case of a meeting to which Article 69 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 69 applies) and/or postpone the time again if it decides that it is reasonable to do so. In either case:
| (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 at the original time; and |
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| (b) | | a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, 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 109(a) or, if in electronic form, be received at the address (if any) specified by or on behalf of the Company in accordance with Article 109(b), at any time not less than 48 hours before the postponed time appointed for holding the meeting provided that the board may |
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| | | specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day. |
Meaning of participate
74. For the purposes of Articles 67 to 71, 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.
Accidental omission to send notice etc.
75. The accidental omission to send a notice of a meeting or resolution, 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 the non-receipt for any reason of any such notice, resolution or notification or form of proxy by that person, whether or not the Company is aware of such omission or non-receipt, shall not invalidate the proceedings at that meeting.
Security
76. The board and, at any general meeting, 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, at any general meeting, the chairman are entitled to refuse entry to a person who refuses to comply with these arrangements, requirements or restrictions.
PROCEEDINGS AT GENERAL MEETINGS
Quorum
77. No business shall be dealt with at any general meeting unless a quorum is present, but the absence of a quorum shall not preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Articles, two qualifying persons present at a meeting and entitled to vote on the business to be dealt with are a quorum, unless:
| (a) | | each is a qualifying person only because he is authorised under the Companies Acts to act as a representative of a corporation in relation to the meeting, and they are representatives of the same corporation; or |
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| (b) | | each is a qualifying person only because he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member. |
For the purposes of this Article a “qualifying person” means (i) an individual who is a member of the Company, (ii) a person authorised under the Companies Acts to act as a representative of the corporation in relation to the meeting, or (iii) a person appointed as proxy of a member in relation to the meeting.
If quorum not present
78. If such a quorum is not present within five minutes (or such longer time not exceeding thirty minutes as the chairman of the meeting may decide to wait) from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved,
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and in any other case shall stand adjourned to such time and place as the chairman of the meeting may determine. If at the adjourned meeting a quorum is not present within fifteen minutes after the time appointed for holding the meeting, the meeting shall be dissolved.
Chairman
79. The chairman, if any, of the board or, in his absence, any deputy chairman of the Company or, in his absence, some other director nominated by the board, shall preside as chairman of the meeting. If neither the chairman, deputy chairman nor such other director (if any) is present within five minutes after the time appointed for holding the meeting or is not willing to act as chairman, the directors present shall elect one of their number to be chairman. If there is only one director present and willing to act, he shall be chairman. If no director is willing to act as chairman, or if no director is present within five minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote shall choose a member or a proxy of a member or a person authorised to act as a representative of a corporation in relation to the meeting to be chairman.
Directors entitled to speak
80. A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the capital of the Company.
Adjournment: chairman’s powers
81. The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place. No business shall be dealt with at an adjourned meeting other than business which might properly have been dealt with at the meeting had the adjournment not taken place. In addition (and without prejudice to the chairman’s power to adjourn a meeting conferred by Article 68), the chairman may adjourn the meeting to another time and place without such consent if it appears to him that:
| (a) | | it is likely to be impracticable to hold or continue that meeting because of the number of members wishing to attend who are not present; or |
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| (b) | | the conduct of persons attending the meeting prevents or is likely to prevent the orderly continuation of the business of the meeting; or |
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| (c) | | an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. |
Adjournment: procedures
82. 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 106 or by means of a document in hard copy form which, if delivered 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 106(a). When a meeting is adjourned for 30 days or more or for an indefinite period, notice shall be sent at least seven clear days before the date of the adjourned meeting specifying the time and place (or places, in the case of a meeting to which Article 67 applies) of the adjourned
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meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to send any notice of an adjournment or of the business to be dealt with at an adjourned meeting.
Amendments to resolutions
83. 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 (which, if the board so specifies, shall be calculated taking no account of any part of a day that is not a working day), notice of the terms of the amendment and the intention to move it has been delivered in hard copy form to the office or to such other place as may be specified by or on behalf of the Company for that purpose, or received in electronic form at such address (if any) for the time being specified by or on behalf of the Company for that purpose, or |
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| (b) | | the chairman in his absolute discretion decides that the amendment may be considered and voted on. |
Methods of voting
84. A resolution put to the vote of a general meeting shall be decided on a show of hands unless 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 |
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| (b) | | (except on the election of the chairman of the meeting or on a question of adjournment) at least five members present in person or by proxy having the right to vote on the resolution; or |
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| (c) | | any member or members present in person or by proxy representing not less than 10% of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares held as treasury shares); or |
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| (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 than 10% of the total sum paid up on all the shares conferring that right (excluding any shares conferring a right to vote on the resolution which are held as treasury shares). |
The appointment of a proxy to vote on a matter at a meeting authorises the proxy to demand, or join in demanding, a poll on that matter. In applying the provisions of this
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Article, a demand by a proxy counts (i) for the purposes of paragraph (b) of this Article, as a demand by the member, (ii) for the purposes of paragraph (c) of this Article, as a demand by a member representing the voting rights that the proxy is authorised to exercise, and (iii) for the purposes of paragraph (d) of this Article, as a demand by a member holding the shares to which those rights are attached.
Declaration of result
85. Unless a poll is duly demanded (and the demand is not withdrawn before the poll is taken) a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
Withdrawal of demand for poll
86. The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If the demand for a poll is withdrawn, the chairman or any other member entitled may demand a poll.
Conduct of poll
87. Subject to Article 88 a poll shall be taken as the chairman directs and he may, and shall if required by the meeting, appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
Chairman’s casting vote
88. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
89. A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either at the meeting or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
Notice of poll
90. No notice need be sent of a poll not taken at the meeting at which it is demanded if the time and place at which it is to be taken are announced at the meeting. In any other case at least seven clear days’ notice shall be sent specifying the time and place at which the poll is to be taken.
Effectiveness of special and extraordinary resolutions
91. Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective.
VOTES OF MEMBERS
Right to vote
92. Subject to any rights or restrictions attached to any shares:
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| (a) | | on a show of hands every member who is present in person shall have one vote and every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote; and |
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| (b) | | on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder. |
Votes of joint holders
93. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the register.
Member under incapacity
94. A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised for that purpose appointed by that court or official. That receiver, curator bonis or other person may, on a show of hands or on a poll, vote by proxy. The right to vote shall be exercisable only if evidence satisfactory to the board of the authority of the person claiming to exercise the right to vote has been delivered to the office, or another place specified in accordance with these Articles for the delivery of proxy appointments, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised provided that the Company may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day.
Calls in arrears
95. No member shall be entitled to vote at any general meeting or at any separate meeting of the holders of any class of shares in the capital of the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid
Section 793 of the Companies Act 2006: restrictions if in default
96. If at any time the board is satisfied that any member, or any other person appearing to be interested in shares held by such member, has been duly served with a notice under section 793 of the 2006 Act (asection 793 notice) and is in default for the prescribed period in supplying to the Company the information thereby required, or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the board may, in its absolute discretion at any time thereafter by notice (adirection notice) to such member direct that:
| (a) | | in respect of the shares in relation to which the default occurred (thedefault shares, which expression includes any shares issued after the date of the section 793 notice in respect of those shares) the member shall not be entitled to attend or vote either personally or by proxy at a general meeting or at a separate meeting of the holders of that class of shares or on a poll; and |
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| (b) | | where the default shares represent at least1/4 of one per cent. in nominal value of the issued shares of their class (excluding any shares of that class held as treasury shares), the direction notice may additionally direct that in respect of the default shares: |
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| | (i) | | no payment shall be made by way of dividend and no share shall be allotted pursuant to Article 192; |
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| | (ii) | | no transfer of any default share shall be registered unless: |
| | (A) | | the member is not himself in default as regards supplying the information requested and the transfer when presented for registration is accompanied by a certificate by the member in such form as the board may in its absolute discretion require to the effect that after due and careful enquiry the member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer; or |
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| | (B) | | the transfer is an approved transfer; or |
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| | (C) | | registration of the transfer is required by the Regulations. |
Copy of notice to interested persons
97. The Company shall send the direction notice to each other person appearing to be interested in the default shares, but the failure or omission by the Company to do so shall not invalidate such notice.
When restrictions cease to have effect
98. Any direction notice shall cease to have effect. not more than seven days after the earlier of receipt by the Company of:
| (a) | | a notice of an approved transfer, but only in relation to the shares transferred; or |
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| (b) | | all the information required by the relevant section 793 notice, in a form satisfactory to the board. |
Board may cancel restrictions
99. The board may at any time send a notice cancelling a direction notice.
Conversion of uncertificated shares
100. The Company may exercise any of its powers under Article 8 in respect of any default share that is held in uncertificated form.
Supplementary provisions
101. For the purposes of this Article and Articles 96, 97, 98, 99 and 100:
| (a) | | a person shall be treated as appearing to be interested in any shares if the member holding such shares has sent to the Company a notification under section 793 of the 2006 Act which either (i) names such person as being so interested or (ii) fails to establish the identities of all those interested in the shares, and (after taking into account the said notification and any other relevant section 793 notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; |
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| (b) | | the prescribed period is 14 days from the date of service of the section 793 notice; and |
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| (c) | | a transfer of shares is an approved transfer if: |
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| | (i) | | it is a transfer of shares pursuant to an acceptance of a takeover offer (within the meaning of section 974 of the 2006 Act); or |
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| | (ii) | | the board is satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the member and with any other person appearing to be interested in the shares; or |
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| | (iii) | | the transfer results from a sale made through a recognised investment exchange as defined in the Financial Services and Markets Act 2000 or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded. |
102. Nothing contained in Article 96, 97, 98, 99, 100 or 101 limits the power of the Company under section 794 of the 2006 Act.
Errors in voting
103. If any votes are counted in any meeting which ought not to have been counted, or might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting, or at any adjournment thereof, and it is in the opinion of the chairman of sufficient magnitude to vitiate the result of the voting.
Objection to voting
104. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or poll at which the vote objected to is tendered. Every vote not disallowed at such meeting shall be valid and every vote not counted which ought to have been counted shall be disregarded. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
Voting: additional provisions
105. On a poll, votes may be given either personally or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
PROXIES AND CORPORATE REPRESENTATIVES
Appointment of proxy: form
106. The appointment of a proxy shall be made in writing and shall be in any usual form or in any other form which the board may approve. Subject thereto, the appointment of a proxy may be:
| (a) | | in hard copy form; or |
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| (b) | | in electronic form, if the Company agrees. |
Execution of proxy
107. The appointment of a proxy, whether made in hard copy form or in electronic form, shall be executed in such manner as may be approved by or on behalf of the Company from time to time. Subject thereto, the appointment of a proxy shall be executed by the appointor or any person duly authorised by the appointor or, if the appointor is a corporation, executed by a duly authorised person or under its common seal or in any other manner authorised by its constitution.
Proxies: other provisions
108. The board may, if it thinks fit, but subject to the provisions of the Companies Acts, at the Company’s expense send hard copy forms of proxy for use at the meeting
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and issue invitations in electronic form to appoint a proxy in relation to the meeting in such form as may be approved by the board. The appointment of a proxy shall not preclude a 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, provided that each such proxy is appointed to exercise the rights attached to a different share or shares held by that member.
Delivery/receipt of proxy appointment
109. Without prejudice to Article 73(b) or to the second sentence of Article 82, the appointment of a proxy shall:
| (a) | | if in hard copy form, be delivered by hand 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 |
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| | (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 73) at which the person named in the appointment proposes to vote; or |
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| (b) | | if in electronic form, be received at any address to which the appointment of a proxy may be sent by electronic means pursuant to a provision of the Companies Acts or to any other address specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy in electronic form in: |
| | (i) | | the notice convening the meeting; or |
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| | (ii) | | any form of proxy sent by or on behalf of the Company in relation to the meeting; or |
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| | (iii) | | any invitation to appoint a proxy issued by 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 73) at which the person named in the appointment proposes to vote; or |
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| (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 |
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| (d) | | if in hard copy form, 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. |
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In calculating the periods mentioned in this Article, the board may specify, in any case, that no account shall be taken of any part of a day that is not a working day.
Authentication of proxy appointment not made by holder
110. Where the appointment of a proxy is expressed to have been or purports to have been made, sent or supplied 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 make, send or supply the appointment on behalf of that holder; |
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| (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 made, sent or supplied 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 |
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| (c) | | whether or not a request under this Article has been made or complied with, the Company may determine that it has insufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder and may treat the appointment as invalid. |
Validity of proxy appointment
111. A proxy appointment which is not delivered or received in accordance with Article 109 shall be invalid. 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 that was last delivered or received shall be treated as replacing or revoking the others as regards that share, provided that if the Company determines that it has insufficient evidence to decide whether or not a proxy appointment is in respect of the same share, it shall be entitled to determine which proxy appointment (if any) is to be treated as valid. Subject to the Companies Acts, the Company may determine at its discretion when a proxy appointment shall be treated as delivered or received for the purposes of these Articles.
Rights of proxy
112. A proxy appointment shall be deemed to entitle the proxy to exercise all or any of the appointing member’s rights to attend and to speak and vote at a meeting of the Company. 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.
Corporate representatives
113. Any corporation which is a member of the Company (in this Article thegrantor) may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any separate meeting of the holders of any class of shares. Where the grantor authorises only one person, he is entitled to exercise the same powers on behalf of the grantor as the grantor could exercise if it were an individual member of the Company. Where the grantor authorises more than one person, any one of them is entitled to exercise the same powers on behalf of the grantor as the grantor could exercise if it were an individual member of the Company.
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Revocation of authority
114. The termination of the authority of a person to act as a proxy or duly authorised representative of a corporation does not affect:
| (a) | | whether he counts in deciding whether there is a quorum at a meeting; |
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| (b) | | the validity of anything he does as chairman of a meeting; |
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| (c) | | the validity of a poll demanded by him at a meeting; or |
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| (d) | | the validity of a vote given by that person, |
unless notice of the termination was either delivered or received as mentioned in the following sentence at least three hours before the start of the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Such notice of termination shall be either by means of a document in hard copy form 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 109(a) or in electronic form received at the address (if any) specified by or on behalf of the Company in accordance with Article 109(b), regardless of whether any relevant proxy appointment was effected in hard copy form or in electronic form.
NUMBER OF DIRECTORS
Limits on number of directors
115. Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall be not less than five nor more than twenty in number.
APPOINTMENT AND RETIREMENT OF DIRECTORS
Number of directors to retire
116. At every annual general meeting one-third of the directors or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office; but:
| (a) | | if any director has at the start of the annual general meeting been in office for more than three years since his last appointment or re-appointment, he shall retire; and |
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| (b) | | if there is only one director who is subject to retirement by rotation, he shall retire. |
Which directors to retire
117. Subject to the provisions of the Companies Acts and these Articles, the directors to retire by rotation shall be, first, those who wish to retire and not be re-appointed to office and, second, those who have been longest in office since their last appointment or re-appointment. As between persons who became or were last re-appointed directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. The directors to retire on each occasion (both as to number and identity) shall be determined by the composition of the board at the date of the notice convening the annual general meeting. No director shall be required to retire or be relieved from retiring or be retired by reason of any change in
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the number or identity of the directors after the date of the notice but before the close of the meeting.
When director deemed to be re-appointed
118. 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 been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the director is put to the meeting and lost.
Eligibility for election
119. No person other than a director retiring by rotation shall be appointed a director at any general meeting unless:
| (a) | | he is recommended by the board; or |
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| (b) | | not less than ten nor more than 42 clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting (not being the person to be proposed) has been received by the Company of the intention to propose that person for appointment stating the particulars which would, if he were so appointed, be required to be included in the Company’s register of directors, together with notice by that person of his willingness to be appointed. |
Separate resolutions on appointment
120. Except as otherwise authorised by the Companies Acts, the appointment of any person proposed as a director shall be effected by a separate resolution.
Additional powers of the Company
121. Subject as aforesaid, the Company may by ordinary resolution appoint a person who is willing to act to be a director either to fill a vacancy or as an additional director and may also determine the rotation in which any additional directors are to retire. The appointment of a person to fill a vacancy or as an additional director shall take effect from the end of the meeting.
Appointment by board
122. 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, fixed 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 and shall not be taken into account in determining the directors who are to retire by rotation at the meeting. If not re-appointed at such general meeting, he shall vacate office at its conclusion.
Position of retiring directors
123. A director who retires at an annual general meeting may, if willing to act, be re-appointed. If he is not re-appointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.
No share qualification
124. A director shall not be required to hold any shares in the capital of the Company by way of qualification.
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ALTERNATE DIRECTORS
Power to appoint alternates
125. Any director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the board and willing to act, to be an alternate director and may remove from office an alternate director so appointed by him.
Alternates entitled to receive notice
126. An alternate director shall be entitled to receive notice of all meetings of the board and of all meetings of committees of the board of which his appointor is a member, to attend and vote at any such meeting at which his appointor is not personally present, and generally to perform all the functions of his appointor (except as regards power to appoint an alternate) as a director in his absence. It shall not be necessary to send notice of such a meeting to an alternate director who is absent from the United Kingdom.
Alternates representing more than one director
127. A director or any other person may act as alternate director to represent more than one director, and an alternate director shall be entitled at meetings of the board or any committee of the board to one vote for every director whom he represents (and who is not present) in addition to his own vote (if any) as a director, but he shall count as only one for the purpose of determining whether a quorum is present.
Expenses and remuneration of alternates
128. An alternate director may be repaid by the Company such expenses as might properly have been repaid to him if he had been a director but shall not in respect of his services as an alternate director be entitled to receive any remuneration from the Company except such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice to the Company from time to time direct. An alternate director shall be entitled to be indemnified by the Company to the same extent as if he were a director.
Termination of appointment
129. An alternate director shall cease to be an alternate director:
| (a) | | if his appointor ceases to be a director; but, if a director retires by rotation or otherwise but is re-appointed or deemed to have been re-appointed at the meeting at which he retires, any appointment of an alternate director made by him which was in force immediately prior to his retirement shall continue after his re-appointment; or |
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| (b) | | on the happening of any event which, if he were a director, would cause him to vacate his office as director; or |
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| (c) | | if he resigns his office by notice to the Company. |
Method of appointment and revocation
130. Any appointment or removal of an alternate director shall be by notice to the Company by the director making or revoking the appointment and shall take effect in accordance with the terms of the notice (subject to any approval required by Article 125) on receipt of such notice by the Company which shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the Company for that purpose.
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Alternate not an agent of appointer
131. Save as otherwise expressly provided in these Articles, an alternate director shall be deemed for all purposes to be a director and accordingly, except where the context otherwise requires, references to a director shall be deemed to include a reference to an alternate director. An alternate director shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the director appointing him.
POWERS OF THE BOARD
Business to be managed by board
132. Subject to the provisions of the Companies Acts, the Memorandum and these Articles and to any directions given by special resolution, the business of the Company shall be managed by the board which may exercise all the powers of the Company, including the power to dispose of all or any part of the undertaking of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the board by these Articles. A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.
Exercise by Company of voting rights
133. The board may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including without limitation the exercise thereof in favour of any resolution appointing its members or any of them directors of such body corporate, or voting or providing for the payment of remuneration to the directors of such body corporate).
DELEGATION OF POWERS OF THE BOARD
Committees of the board
134. The board may delegate any of its powers to any committee consisting of one or more directors. The board may also delegate to any director holding any executive office such of its powers as the board considers desirable to be exercised by him. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers delegated and may be made subject to such conditions as the board may specify, and may be revoked or altered. The board may co-opt on to any such committee persons other than directors, who may enjoy voting rights in the committee. The number of co-opted members shall be less than half of the total membership of the committee. A resolution of any committee shall be effective only if a majority of the members present were directors. Subject to any conditions imposed by the board, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of directors so far as they are capable of applying.
Local boards, etc.
135. The board may establish local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of the local or divisional boards, or any managers or agents, and may fix their remuneration. The board may delegate to any local or divisional board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the board, with power to sub-delegate, and may
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authorise the members of any local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any appointment or delegation made pursuant to this Article may be made upon such terms and subject to such conditions as the board may decide. The board may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.
Agents
136. The board may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes, with such powers, authorities and discretions (not exceeding those vested in the board) and on such conditions as the board determines, including, without limitation, authority for the agent to delegate all or any of his powers, authorities and discretions, and may revoke or vary such delegation.
BORROWING POWERS
Power to borrow
137. The board may exercise all the powers of the Company to borrow money, to guarantee, to indemnify, to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital, and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
Borrowing limit
138. The board shall, in relation to the borrowings of the Company and its subsidiaries for the time being (in these Articles 137 to 144 called theGroup), restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries (if any) so as to secure (as regards subsidiaries so far as by such exercise they can secure) that the aggregate nominal or principal amount (together with any fixed or minimum premium payable on final repayment) for the time being owing by the Group in respect of moneys borrowed (exclusive of moneys borrowed by the Company from and for the time being owing to any of its subsidiaries or by any such subsidiary from and for the time being owing to the Company or another such subsidiary of the Company) less cash deposits shall not without the previous sanction of an ordinary resolution exceed an amount equal to the higher of (i) eight thousand million pounds; and (ii) two and a half times the adjusted total of capital and reserves.
139. For the purpose of Articles 135 to 142:
| (a) | | the expression “the adjusted total of capital and reserves” means the aggregate of: |
| | (i) | | the amount for the time being paid up on the issued share capital of the Company; and |
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| | (ii) | | the amounts standing to the credit of the consolidated reserves of the Group (including the balances standing to the credit of profit and loss account and share premium account, including the Company’s appropriate share of the reserves of its associated undertakings) as shown in the last audited consolidated balance sheet of the Group and of the Company’s equity interest in associated undertakings after |
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| | | | making such adjustments as in the opinion of the Auditors may be appropriate, including adjustments to take account of any alterations to such reserves resulting from any distributions or any issues of share capital whether for cash or other consideration (including any transfers to share premium account in connection therewith) or any payments up by capitalisation from reserves of share capital theretofore not paid up or any reductions of paid up share capital or share premium account which may have taken place since the date of such balance sheet, less any amounts included in the reserves and appearing on such consolidation as being reserved or set aside for future taxation assessable by reference to profits earned down to the date to which such balance sheets are made up and after adding back an appropriate proportion of the amount of goodwill arising on acquisitions, made since 31 March 1989, of companies and businesses remaining within the Group or associated undertakings of the Company which, as at the date of the last such audited consolidated balance sheet, has been written off against reserves in accordance with United Kingdom accounting practices, the appropriate proportion of an amount of goodwill arising on any such acquisition being such amount thereof as would not have been amortised by such date if such goodwill were to be amortised over forty years; |
| (b) | | the expressioncash depositsmeans all cash deposits (otherwise than on current account) with banks (not being the Company or any subsidiary of the Company), certificates of deposit and securities of governments and companies and similar instruments owned by the Company and/or any subsidiary of the Company which are or represent amounts available (or which will become available) for repayment of any moneys borrowed; |
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| (c) | | the nominal or principal amount of any share capital, debentures or moneys borrowed from any person or body, the beneficial interest in which or the right to payment or repayment of which is not for the time being owned by and the repayment of which is guaranteed or secured by or is the subject of an indemnity given or assumed by the Company or any of its subsidiaries (but in the case of a subsidiary only that proportion Hereof as the equity share capital of such subsidiary which is beneficially owned directly or indirectly by the Company bears to the total equity share capital of such subsidiary) shall be deemed to be moneys borrowed by the Company. |
140. For the purpose of Articles 135 to 142 capital allotted shall be treated as issued and any capital already called up or payable at any fixed future date shall be treated as already paid up.
141. Moneys borrowed for the purpose and within four months applied in repaying other borrowed moneys falling to be taken into account shall not themselves be taken into account until such application.
142. For the purpose of Article 136 above there shall be included in the meanings ofmoneys borrowedandcash depositssuch proportion of the money borrowed by, or
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cash deposits of, a subsidiary company as the equity share capital of such subsidiary which is beneficially owned directly or indirectly by the Company bears to the total equity share capital of such subsidiary and the remainder of the money borrowed by, and the cash deposits of, such subsidiary shall be excluded.
143. A certificate or report by the auditors for the time being of the Company as to the amount of the adjusted total of capital and reserves or the amount of any moneys borrowed or to the effect that the limit imposed by Articles 135 to 142 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 Articles 135 to 142.
144. No person dealing with the Company or any of its subsidiaries shall by reason of the foregoing provisions be concerned to see or enquire whether this limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had at the time when the debt was incurred or security given express notice that the limit hereby imposed had been or would thereby be exceeded.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
Disqualification of a director
145. A person ceases to be a director as soon as:
| (a) | | that person ceases to be a director by virtue of any provision of the 2006 Act or is prohibited from being a director by law; |
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| (b) | | a bankruptcy order is made against that person; |
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| (c) | | a composition is made with that person’s creditors generally in satisfaction of that person’s debts; |
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| (d) | | a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; |
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| (e) | | by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have; |
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| (f) | | notification is received by the Company from the director that the director is resigning or retiring from office, and such resignation or retirement has taken effect in accordance with its terms, or his office as a director is vacated pursuant to Article 122; or |
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| (g) | | that person receives notice signed by not less than three quarters of the other directors stating that that person should cease to be a director. In calculating the number of directors who are required to give such notice to the director, (i) an alternate director appointed by him acting in his capacity as such shall be excluded; and (ii) a director and any alternate director appointed by him and |
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| | | acting in his capacity as such shall constitute a single director for this purpose, so that notice by either shall be sufficient. |
Power of Company to remove director
146. The Company may, without prejudice to the provisions of the Companies Acts, by ordinary resolution remove any director from office (notwithstanding any provision of these Articles or of any agreement between the Company and such director, but without prejudice to any claim he may have for damages for breach of any such agreement). No special notice need be given of any resolution to remove a director in accordance with this Article and no director proposed to be removed in accordance with this Article has any special right to protest against his removal. The Company may, by ordinary resolution, appoint another person in place of a director removed from office in accordance with this Article. Any person so appointed shall, for the purpose of determining the time at which he or any other director is to retire by rotation, be treated as if he had become a director on the day on which the director in whose place he is appointed was last elected a director. In default of such appointment the vacancy arising on the removal of a director from office may be filled as a casual vacancy.
REMUNERATION OF NON-EXECUTIVE DIRECTORS
Ordinary remuneration
147. The ordinary remuneration of the directors who do not hold executive office for their services (excluding amounts payable under any other provision of these Articles) shall not exceed in aggregate £250,000 per annum or such higher amount as the Company may from time to time by ordinary resolution determine. Subject thereto, each such director shall be paid a fee (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the board.
REMUNERATION FOR SPECIAL SERVICES
Additional remuneration for special services
148. The directors may grant special remuneration to any director who, being called upon, shall perform any special or extra services to or at the request of the Company. Such special remuneration may be made payable to such director in addition to or in substitution for his ordinary remuneration (if any) as a director, and may, without prejudice to the provisions of Article 147, be made payable by a lump sum or by way of salary or commission on the dividends or profits of the Company or of any other company in which the Company is interested or other participation in any such profits or otherwise, or by any or all or partly by one and partly by another or other of those modes.
DIRECTORS’ EXPENSES
Directors may be paid expenses
149. The directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of the board or committees of the board or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.
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EXECUTIVE DIRECTORS
Appointment to executive office
150. Subject to the provisions of the Companies Acts, the board may appoint one or more of its body to be the holder of any executive office (except that of auditor) in the Company and may enter into an agreement or arrangement with any director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made upon such terms, including, without limitation, terms as to remuneration, as the board determines. The board may revoke or vary any such appointment but without prejudice to any rights or claims which the person whose appointment is revoked or varied may have against the Company by reason thereof.
Termination of appointment to executive office
151. Any appointment of a director to an executive office shall terminate if he ceases to he a director but without prejudice to any rights or claims which he may have against the Company by reason of such cessation. A director appointed to an executive office shall not cease to be a director merely because his appointment to such executive office terminates.
Emoluments to be determined by the board
152. The emoluments of any director holding executive office for his services as
such shall be determined by the board, and may be of any description, including (without limitation) admission to, or continuance of, membership of any scheme (including any share acquisition scheme) or fund instituted or established or financed or contributed to by the Company for the provision of pensions, life assurance or other benefits for employees or their dependants, or the, payment of a pension or other benefits to him or his dependants on or after retirement or death, apart from membership of any such scheme or fund.
DIRECTORS’ INTERESTS2
Authorisation under s175 of the Act
153. For the purposes of section 175 of the 2006 Act, the board may authorise any matter proposed to it in accordance with these articles which would, if not so authorised, involve a breach of duty by a director under that section, including, without limitation, any matter which relates to a situation in which a director has, or can have, an interest which conflicts, or possibly may conflict, with the interests of the Company. Any such authorisation will be effective only if:
| (a) | | any requirement as to quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director; and |
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| (b) | | the matter was agreed to without their voting or would have been agreed to if their votes had not been counted. |
The board may (whether at the time of the giving of the authorisation or subsequently) make any such authorisation subject to any limits or conditions it expressly imposes
2 Changes to come into force on 1 October 2008.
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but such authorisation is otherwise given to the fullest extent permitted. The board may vary or terminate any such authorisation at any time.
For the purposes of the Articles, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests.
Director’s contract with the Company
154. Provided that he has disclosed to the board the nature and extent of his interest (unless the circumstances referred to in section 177(5) or section 177(6) of the 2006 Act apply, in which case no such disclosure is required) a director notwithstanding his office:
| (a) | | may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; |
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| (b) | | may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director; |
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| (c) | | may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested. |
Remuneration, benefits etc.
155. A director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate:
| (a) | | the acceptance, entry into or existence of which has been approved by the board pursuant to Article 153 (subject, in any such case, to any limits or conditions to which such approval was subject); or |
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| (b) | | which he is permitted to hold or enter into by virtue of paragraph (a), (b) or (c) of Article 154; |
nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the 2006 Act.
Notification of interests
156. Any disclosure required by Article 154 may be made at a meeting of the board, by notice in writing or by general notice or otherwise in accordance with section 177 of the 2006 Act.
Duty of confidentiality to another person
157. A director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a director of theCompany and in respect of which he owes a duty of confidentiality to another person. However, to the extent that his relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this article applies only if the existence of that relationship has been approved by the board pursuant to Article 154.
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In particular, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the 2006 Act because he fails:
| (a) | | to disclose any such information to the board or to any director or other officer or employee of the Company; and/or |
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| (b) | | to use or apply any such information in performing his duties as a director of the Company. |
Consequences of authorisation
158. Where the existence of a director’s relationship with another person has been approved by the board pursuant to Article 154 and his relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the 2006 Act because he:
| (a) | | absents himself from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or |
| (b) | | makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser, |
for so long as he reasonably believes such conflict of interest or possible conflict of interest subsists.
Without prejudice to equitable principles or rule of law
159. The provisions of Articles 157 and 158 are without prejudice to any equitable principle or rule of law which may excuse the director from:
| (a) | | disclosing information, in circumstances where disclosure would otherwise be required under these articles; or |
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| (b) | | attending meetings or discussions or receiving documents and information as referred to in Article 158, in circumstances where such attendance or receiving such documents and information would otherwise be required under these articles. |
GRATUITIES, PENSIONS AND INSURANCE
Gratuities and pensions
160. The board may (by establishment of, or maintenance of, schemes or otherwise) provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present director or employee of the Company or any of its subsidiary undertakings or any body corporate associated with, or any business acquired by, any of them, and for any member of his family (including a spouse, a civil partner, a former spouse and a former civil partner) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
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Insurance
161. Without prejudice to the provisions of Article 233, the board may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:
| (a) | | a director, officer or employee of the Company, or of any other company which is or was the holding company or subsidiary undertaking of the Company or in which the Company or such holding company or subsidiary undertaking has or had any interest whether direct or indirect or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or |
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| (b) | | a trustee of any pension fund in which employees of the Company or of any other body referred to in sub-paragraph (a) above is or has been interested, |
including (without limitation) insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to his duties, powers or offices in relation to the relevant body or fund.
Directors not liable to account
162. No director or former director shall be accountable to the Company or the members for any benefit provided pursuant to these Articles. The receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.
Section 719 of the Act
163. Pursuant to section 719 of the Act, the board is hereby authorised to make such provision as may seem appropriate for the benefit of any persons employed or formerly employed by the Company or any of its subsidiary undertakings in connection with the cessation or the transfer of the whole or part of the undertaking of the Company or any subsidiary undertaking. Any such provision shall be made by a resolution of the board in accordance with section 719.
PROCEEDINGS OF THE BOARD
Convening meetings and proceedings
164. Subject to the provisions of these Articles, the board may regulate its proceedings as it thinks fit. A director may, and the secretary at the request of a director shall, call a meeting of the board by giving notice of the meeting to each director. Notice of a board meeting shall be deemed to be given to a director if it is given to him personally or by word of mouth or sent in hard copy form to him at his last known address or such other address (if any) as may for the time being be specified by him or on his behalf to the Company for that purpose, or sent in electronic form to such address (if any) for the time being specified by him or on his behalf to the Company for that purpose. A director absent or intending to be absent from the United Kingdom may request the board that notices of board meetings shall during his absence be sent in hard copy form or in electronic form to such address (if any) for the time being specified by him or on his behalf to the Company for that purpose, but such notices need not be sent any earlier than notices sent to directors not so absent and, if no such request is made to the board, it shall not be necessary to send notice of a board meeting to any director who is for the time being absent from the United Kingdom. No account is to be taken of directors absent from the United Kingdom when considering the adequacy of the period of notice of the meeting.
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Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. Any director may waive notice of a meeting and any such waiver may be retrospective. Any notice pursuant to this Article need not be in writing if the board so determines and any such determination may be retrospective.
Quorum
165. The quorum for the transaction of the business of the board may be fixed by the board and unless so fixed at any other number shall be two. A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum. Any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no director objects.
Powers of directors if number falls below minimum
166. The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
Chairman and deputy chairman
167. The board may appoint one of their number to be the chairman, and one of their number to be the deputy chairman, of the board and may at any time remove either of them from such office. Unless he is unwilling to do so, the director appointed as chairman, or in his stead the director appointed as deputy chairman, shall preside at every meeting of the board at which he is present. If there is no director holding either of those offices, or if neither the chairman nor the deputy chairman is willing to preside or neither of them is present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.
Validity of acts of the board
168. All acts done by a meeting of the board, or of a committee of the board, or by a person acting as a director or alternate director, shall, notwithstanding that it be of afterwards discovered that there was a defect in the appointment of any director or any member of the committee or alternate director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director or, as the case may be, an alternate director and had been entitled to vote.
Resolutions in writing
169. A resolution in writing agreed to by all the directors entitled to receive notice of a meeting of the board or of a committee of the board (not being less than the number of directors required to form a quorum of the board) shall be as valid and effectual as if it had been passed at a meeting of the board or (as the case may be) a committee of the board duly convened and held. For this purpose:
| (a) | | a director signifies his agreement to a proposed written resolution when the Company receives from him a document indicating his agreement to the resolution authenticated in the manner permitted by the Companies Acts for a document in the relevant form; |
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| (b) | | the director may send the document in hard copy form or in electronic form to such address (if any) for the time being specified by the Company for that purpose; |
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| (c) | | if an alternate director signifies his agreement to the proposed written resolution, his appointor need not also signify his agreement; and |
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| (d) | | if a director signifies his agreement to the proposed written resolution, an alternate director appointed by him need not also signify his agreement in that capacity. |
Meetings by telephone, etc
170. Without prejudice to the first sentence of Article 164, a person entitled to be present at a meeting of the board or of a committee of the board shall be deemed to be present for all purposes if he is able (directly or by electronic communication) to speak to and be heard by all those present or deemed to be present simultaneously. A director so deemed to be present shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where it is convened to be held or (if no director is present in that place) where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is. The wordmeetingin these Articles shall be construed accordingly.
Directors’ power to vote on contracts in which they are interested
171. Except as otherwise provided by these Articles, a director shall not vote at a meeting of the board or a committee of the board on any resolution of the board concerning a matter in which he has an interest (other than by virtue of his interests in shares or debentures or other securities of, or otherwise in or through, the Company) which can reasonably be regarded as likely to give rise to a conflict with the interests of the Company, unless his interest arises only because the resolution concerns one or more of the following matters:
| (a) | | the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings; |
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| (b) | | the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director has assumed responsibility (in whole or part and whether alone or jointly with others) under a guarantee or indemnity or by the giving of security; |
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| (c) | | a contract, arrangement, transaction or proposal concerning an offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate; |
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| (d) | | a contract, arrangement, transaction or proposal concerning any other body corporate in which he or any person connected with him is interested, directly or indirectly, and whether as an officer, shareholder, creditor or otherwise, if he and any persons connected with him do not to his knowledge hold an interest (as that term is used in sections 820 to 825 of the Act) representing |
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| | | one per cent. or more of either any class of the equity share capital (excluding any shares of that class held as treasury shares) of such body corporate (or any other body corporate through which his interest is derived) or of the voting rights available to members of the relevant body corporate (any such interest being deemed for the purpose of this Article to be a material interest in all circumstances); |
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| (e) | | a contract, arrangement, transaction or proposal for the benefit of employees of the Company or of any of its subsidiary undertakings which does not award him any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and |
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| (f) | | a contract, arrangement, transaction or proposal concerning any insurance which the Company is empowered to purchase or maintain for, or for the benefit of, any directors of the Company or for persons who include directors of the Company. |
For the purposes of this Article, 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.3
172. The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Articles prohibiting a director from voting at a meeting of directors or of a committee of directors.
Division of proposals
173. Where proposals are under consideration concerning the appointment (including without limitation fixing or varying the terms of appointment) of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately. In such cases each of the directors concerned shall be entitled to vote in respect of each resolution except that concerning his own appointment.
Interests of connected person and alternate director
174. For the purposes of this Article and Article 164, an interest of a person who is, for any purpose of the Companies Acts (excluding any statutory modification thereof not in force when this Article is adopted), connected with a director shall be treated as an interest of the director and, 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
Decision of chairman final and conclusive
175. If a question arises at a meeting of the board or of a committee of the board as to the entitlement of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other than himself’ shall be final and conclusive except in a case where the nature or extent of the interests of the director concerned have not been fairly
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| 3 | | Changes to come into force on 1 October 2008. |
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disclosed. If any such question arises in respect of the chairman of the meeting, it shall be decided by resolution of the board (on which the chairman shall not vote) and such resolution will be final and conclusive except in a case where the nature and extent of the interests of the chairman have not been fairly disclosed.
SECRETARY
Appointment and removal of secretary
176. Subject to the provisions of the Companies Acts, the secretary shall be appointed by the board for such term, at such remuneration and upon such conditions as it may think fit. The board may, in addition, and at any time and from time to time appoint any person to be assistant or deputy secretary and anything required or authorised to be done by or to the secretary may be done by or to any assistant or deputy secretary so appointed. Any secretary or assistant or deputy secretary so appointed may be removed by the board, but without prejudice to any claim for damages for breach of any contract of service between him and the Company.
MINUTES
Minutes required to be kept
177. The board shall cause minutes to be recorded for the purpose of:
| (a) | | all appointments of officers made by the board; and |
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| (b) | | all proceedings at meetings of the Company, the holders of any class of shares in the capital of the Company, the board and committees of the board, including the names of the directors present at each such meeting. |
Conclusiveness of minutes
178. Any such minutes, if purporting to be authenticated by the chairman of the meeting to which they relate or of the next meeting, shall be sufficient evidence of the proceedings at the meeting without any further proof of the facts stated in them.
THE SEAL
Authority required for use of seal
179. The seal shall only be used by the authority of a resolution of the board or of a committee of the board. The board may determine who shall sign any instrument executed under the seal and unless otherwise so determined it shall be signed by at least one director and the secretary or by at least two directors. Any instrument may be executed under the seal by impressing the seal by mechanical means or by printing the seal or a facsimile of it on the instrument or by applying the seal or a facsimile of it by any other means to the instrument.
Certificates for shares and debentures
180. The board may by resolution determine either generally or in any particular case that any certificate for shares or debentures or representing any other form of security may, in accordance with the Act, have any the signature affixed to it by some mechanical or electronic means, or printed thereon and that in the case of a certificate executed under seal need not bear any signature.
Official seal for use abroad
181. The Company may exercise the powers conferred by section 39 of the Act with regard to having an official seal for use abroad.
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Execution of instrument as a deed under hand
182. Any instrument executed, with the authority of a resolution of the board or of a committee of the board, by one director and the secretary or by two directors and expressed (in whatever form of words) to be executed by the Company shall have the same effect as if executed under the seal.
Delivery of deeds
183. A document which is executed by the Company as a deed shall not be deemed to be delivered by the Company solely as a result of its having been executed by the Company.
REGISTERS
Overseas and local registers
184. Subject to the provisions of the Companies Acts and Regulations, the Company may keep an overseas or local or other register in any place, and the board may make, amend and revoke any regulations it thinks fit respecting the keeping of that register.
Authentication and certification of copies and extracts
185. Any director or the secretary or any other person appointed by the board for the purpose shall have power to authenticate and certify as true copies of and extracts from:
| (a) | | any document comprising or affecting the constitution of the Company, whether in hard copy form or electronic form; |
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| (b) | | any resolution passed by the Company, the holders of any class of shares in the capital of the Company, the board or any committee of the board, whether in hard copy form or electronic form; and |
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| (c) | | any book, record and document relating to the business of the Company, whether in hard copy form or electronic form (including without limitation the accounts). |
If certified in this way, a document purporting to be a copy of a resolution, or the minutes or an extract from the minutes of a meeting of the Company, the holders of any class of shares in the capital of the Company, the board or a committee of the board, whether in hard copy form or electronic form, shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolution was duly passed or that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.
CHEQUES
Signature of cheques and bills
186. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the directors shall from time to time by resolution determine.
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DIVIDENDS
Declaration of dividends
187. Subject to the provisions of the Companies Acts, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the board.
Fixed and interim dividends
188. Subject to the provisions of the Companies Acts, the board may pay fixed dividends on any class of shares carrying an entitlement to fixed dividends, expressed to be payable on fixed dates, on the dates prescribed and, subject thereto, may pay interim dividends if it appears to the board that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the board may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. The board may also pay at intervals settled by it any dividend payable at a fixed rate if it appears to the board that the profits available for distribution justify the payment. Provided the board acts in good faith it shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
Declaration and payment in different currencies
189. Dividends may be declared and paid in any currency or currencies that the board shall determine. The board may also determine the exchange rate and the relevant date for determining the value of the dividend in any currency.
Apportionment of dividends
190. Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid; but no amount paid on a share in advance of the date on which a call is payable shall be treated for the purpose of this Article as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is allotted or issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.
Dividends in specie
191. A general meeting declaring a dividend may, upon the recommendation of the board, by ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of assets, including without limitation paid up shares or debentures of any other body corporate. Where any difficulty arises regarding the distribution, the board may settle the same as it thinks fit, including without limitation (a) the fixing of the value for distribution of any assets and (b) the payment of cash to any member on the basis of the value so fixed in order to adjust the rights of members and (c) the vesting of any assets in trustees.
Scrip dividends, authorising resolution
192. The board may, if authorised by an ordinary resolution of the Company (theResolution), offer any holder of shares the right to elect to receive shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of all or any dividend specified by the Resolution. The offer shall be on the terms and conditions and be made in the manner specified in Article 193 or, subject to those provisions, specified in the Resolution.
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193. The following provisions shall apply to the Resolution and any offer made pursuant to it and Article 192.
| (a) | | The Resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period. |
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| (b) | | Each holder of shares shall be entitled to that number of new shares as are together as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forgo (each anew share). For this purpose, the value of each new share shall be: |
| | (i) | | equal to theaverage quotationfor the Company’s ordinary shares, that is, the average of the middle market quotations for those shares on the London Stock Exchange plc, as derived from the Daily Official List, on the day on which such shares are first quotedexthe relevant dividend and the four subsequent dealing days; or |
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| | (ii) | | calculated in any other manner specified by the Resolution, |
| | | but shall never be less than the par value of the new share. |
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| | | A certificate or report by the auditors as to the value of a new share in respect of any dividend shall be conclusive evidence of that value. |
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| (c) | | On or as soon as practicable after announcing that any dividend is to be declared or recommended, the board, if it intends to offer an election in respect of that dividend, shall also announce that intention. If, after determining the basis of allotment, the board decides to proceed with the offer, it shall notify the holders of shares of the terms and conditions of the right of election offered to them, specifying the procedure to be followed and place at which, and the latest time by which, elections or notices amending or terminating existing elections must be delivered in order to be effective. |
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| (d) | | The board shall not proceed with any election unless the board has sufficient authority to allot shares and sufficient reserves or funds that may be appropriated to give effect to it after the basis of allotment is determined. |
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| (e) | | The board may exclude from any offer any holders of shares where the board believes the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them. |
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| (f) | | The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on shares in respect of which an election has been made (theelected shares) and instead such number of new shares shall be allotted to each holder of elected shares as is arrived at on the basis stated in paragraph (b) of this Article. For that purpose the board shall appropriate out of any amount for the time being standing to the credit of any reserve or fund (including without limitation the profit and loss account), |
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| | | whether or not it is available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to each holder of elected shares as is arrived at on the basis stated in paragraph (b) of this Article. |
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| (g) | | The new shares when allotted shall rank equally in all respects with the fully paid shares of the same class then in issue except that they shall not be entitled to participate in the relevant dividend. |
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| (h) | | No fraction of a share shall be allotted. The board may make such provision as it thinks fit for any fractional entitlements including without limitation payment in cash to holders in respect of their fractional entitlements, provision for the accrual, retention or accumulation of all or part of the benefit of fractional entitlements to or by the Company or to or by or on behalf of any holder or the application of any accrual, retention or accumulation to the allotment of fully paid shares to any holder. |
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| (i) | | The board may do all acts and things it considers necessary or expedient to give effect to the allotment and issue of any share pursuant to this Article or otherwise in connection with any offer made pursuant to this Article and may authorise any person, acting on behalf of the holders concerned, to enter into an agreement with the Company providing for such allotment or issue and incidental matters. Any agreement made under such authority shall be effective and binding on all concerned. |
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| (j) | | The board may, at its discretion, amend, suspend or terminate any offer pursuant to this Article. |
Permitted deductions and retentions
194. 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
195. Any dividend or other moneys payable in respect of a share may be paid:
| (a) | | in cash; or |
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| (b) | | by cheque or warrant made payable to or to the order of the holder or person entitled to payment; or |
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| (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; or |
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| (d) | | 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, including (without limitation) in respect of an uncertificated share, by means |
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| | | of the relevant system (subject to the facilities and requirements of the relevant system). |
Joint entitlement
196. 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 |
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| (b) | | for the purpose of Article 195, 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
197. 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 |
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| (b) | | if two or more persons are the holders, to the registered address of the person who is first named in the register; or |
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| (c) | | if a person is entitled by transmission to the share, as if it were a notice to be sent under Article 213; or |
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| (d) | | in any case, to such person and to such address as the person entitled to payment may direct by notice to the Company. |
Discharge to Company and risk
198. Payment of a cheque or warrant by the bank on which it was drawn or the transfer of funds by the bank instructed to make the transfer or, in respect of an uncertificated share, the making of payment in accordance with the facilities and requirements of the relevant system (which, if the relevant system is CREST, may include the sending by the Company or by any person on its behalf of an instruction to the Operator of the relevant system to credit the cash memorandum account of the holder or joint holders or, if permitted by the Company, of such person as the holder or joint holders may in writing direct) shall be a good discharge to the Company. Every cheque or warrant sent or transfer of funds made by the relevant bank or system in accordance with these Articles shall be at the risk of the holder or person entitled. The Company shall have no responsibility for any sums lost or delayed in the course of payment by any method used by the Company in accordance with Article 195.
Interest not payable
199. No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.
Forfeiture of unclaimed dividends
200. Any dividend which has remained unclaimed for 12 years from the date when it became due for payment shall, if the board so resolves, be forfeited and cease to remain owing by the Company. The payment of any unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company’s own account. Such payment shall not constitute the Company a trustee in respect of it. The Company shall be entitled to cease sending dividend warrants and cheques by post or otherwise to a member if
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those instruments have been returned undelivered to, or left uncashed by, that member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish the member’s new address. The entitlement conferred on the Company by this Article in respect of any member shall cease if the member claims a dividend or cashes a dividend warrant or cheque.
CAPITALISATION OF PROFITS AND RESERVES
Power to capitalise
201. The board may with the authority of an ordinary resolution of the Company:
| (a) | | subject as hereinafter provided, resolve to capitalise any undistributed profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or other fund, including, without limitation, the Company’s share premium account and capital redemption reserve, if any; |
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| (b) | | appropriate the sum resolved to be capitalised to the members or any class of members on the record date specified in the relevant resolution who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares, debentures or other obligations of the Company of a nominal amount equal to that sum, and allot the shares, debentures or other obligations credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other; but the share premium account, the capital redemption reserve, and any 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 members credited as fully paid; |
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| (c) | | where shares or debentures become, or would otherwise become, distributable under this Article in fractions, make such provision as it thinks fit for dealing with any fractional entitlements including, without limitation, authorising their sale and transfer to any person, or resolving that the distribution be made as nearly as practicable in the correct proportion but not exactly so, or ignoring fractions altogether or resolving that cash payments be made to any members in order to adjust the rights of all parties; |
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| (d) | | authorise any person to enter into an agreement with the Company on behalf of all the members concerned providing for either: |
| | (i) | | the allotment to the members respectively, credited as fully paid, of any shares, debentures or other obligations to which they are entitled upon such capitalisation; or |
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| | (ii) | | the payment up by the Company on behalf of the members of the amounts, or any part of the amounts, remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised, |
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| | | and any agreement made under such authority shall be binding on all such members; |
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| (e) | | for the purposes of this Article, unless the relevant resolution provides otherwise, if the Company holds treasury shares of the relevant class at the record date specified in the relevant resolution, it shall be treated as if it were entitled to receive the dividends in respect of those treasury shares which would have been payable if those treasury shares had been held by a person other than the Company; and |
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| (f) | | generally do all acts and things required to give effect to such resolution as aforesaid. |
RECORD DATES
202. Notwithstanding any other provision of these Articles, the Company or the board may:
Record dates for dividends, etc
| (a) | | fix any date as the record date for any dividend, distribution, allotment or issue, which may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made; |
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| (b) | | for the purpose of determining which persons are entitled to attend and vote at a general meeting of the Company, or a separate general meeting of the holders of any class of shares in the capital of the Company, and how many votes such persons may cast, specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register in order to have the right to attend or vote at the meeting; changes to the register after the time specified by virtue of this sub-paragraph shall be disregarded in determining the rights of any person to attend or vote at the meeting; and |
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| (c) | | for the purpose of sending notices of general meetings of the Company, or separate general meetings of the holders of any class of shares in the capital of the Company, under these Articles, determine that persons entitled to receive such notices are those persons entered on the register at the close of business on a day determined by the Company or the board, which day may not be more than 21 days before the day that notices of the meeting are sent. |
ACCOUNTS
Rights to inspect records
203. No member shall (as such) have any right to inspect any accounting records or other book or document of the Company except as conferred by statute or authorised by the board or by ordinary resolution of the Company or order of a court of competent jurisdiction.
Sending of annual accounts
204. Subject to the Companies Acts, a copy of the Company’s annual accounts, together with a copy of the directors’ report for that financial year and the auditors’ report on those accounts shall, at least 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the provisions of
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the Companies Acts, be sent to every member and to every holder of the Company’s debentures of whose address the Company is aware, and to every other person who is entitled to receive notice of meetings from the Company under the provisions of the Companies Acts or of these Articles or, in the case of joint holders of any share or debenture, to one of the joint holders,
Summary financial statements
205. Subject to the Companies Acts, the requirements of Article 204 shall be deemed satisfied in relation to any person by sending to the person, instead of such copies, a summary financial statement derived from the Company’s annual accounts and the directors’ report, which shall be in the form and containing the information prescribed by the Companies Acts and any regulations made under the Companies Acts.
COMMUNICATIONS
When notice required to be in writing
206. Any notice to be sent to or by any person pursuant to these Articles (other than a notice calling a meeting of the board) shall be in writing.
Methods of Company sending notice
207. Subject to Article 206 and unless otherwise provided by these Articles, the Company shall send or supply a document or information that is required or authorised to be sent or supplied to a member or any other person by the Company by a provision of the Companies Acts or pursuant to these Articles or to any other rules or regulations to which the Company may be subject in such form and by such means as it may in its absolute discretion determine provided that the provisions of the 2006 Act which apply to sending or supplying a document or information required or authorised to be sent or supplied by the Companies Acts shall, the necessary changes having been made, also apply to sending or supplying any document or information required or authorised to be sent by these Articles or any other rules or regulations to which the Company may be subject.
Methods of member etc. sending document or information
208. Subject to Article 206 and unless otherwise provided by these Articles, a member or a person entitled by transmission to a share shall send a document or information pursuant to these Articles to the Company in such form and by such means as it may in its absolute discretion determine provided that:
| (a) | | the determined form and means are permitted by the Companies Acts for the purpose of sending or supplying a document or information of that type to a company pursuant to a provision of the Companies Acts; and |
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| (b) | | unless the board otherwise permits, any applicable condition or limitation specified in the Companies Acts, including without limitation as to the address to which the document or information may be sent, is satisfied. |
Unless otherwise provided by these Articles or required by the board, such document or information shall be authenticated in the manner specified by the Companies Acts for authentication of a document or information sent in the relevant form.
Notice to joint holders
209. In the case of joint holders of a share any document or information shall be sent to the joint holder whose name stands first in the register in respect of the joint
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holding and any document or information so sent shall be deemed for all purposes sent to all the joint holders.
Registered address outside EEA
210. A member whose registered address is not within an EEA State and who sends to the Company an address within an EEA State at which a document or information may be sent to him shall be entitled to have the document or information sent to him at that address (provided that, in the case of a document or information sent by electronic means, including without limitation any notification required by the Companies Acts that the document or information is available on a website, the Company so agrees, which agreement the Company shall be entitled to withhold in its absolute discretion including, without limitation, in circumstances in which the Company considers that the sending of the document or information to such address using electronic means would or might infringe the laws of any other jurisdiction) but otherwise:
| (a) | | no such member shall be entitled to receive any document or information from the Company; and |
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| (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
211. 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
212. The board may from time to time issue, endorse or adopt terms and conditions relating to the use of electronic means for the sending of notices, other documents and proxy appointments by the Company to members or persons entitled by transmission and by members or persons entitled by transmission to the Company.
Notice to persons entitled by transmission
213. A document or information may be sent or supplied by the Company to the person or persons entitled by transmission to a share by sending it in any manner the Company may choose authorised by these Articles for the sending of a document or information to a member, addressed to them by name, or by the title of 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 document or information 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
214. 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 96 to a person from whom he derives his title.
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Proof of sending/when notices etc. deemed sent by post
215. Proof that a document or information was properly addressed, prepaid and posted shall be conclusive evidence that the document or information was sent. Proof that a document or information sent or supplied by electronic means was properly addressed shall be conclusive evidence that the document or information was sent or supplied. A document or information sent by the Company to a member by post shall be deemed to have been received:
| (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, or by a 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 document or information was posted; |
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| (b) | | if sent by airmail from an address in the United Kingdom to an address outside the United Kingdom, or from an address in another country to an address outside that country (including without limitation an address in the United Kingdom), on the third day following that on which the document or information was posted; |
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| (c) | | in any other case, on the second day following that on which the document or information was posted. |
When notices etc. deemed sent by electronic means
216. A document or information sent or supplied by the Company to a member in electronic form shall be deemed to have been received by the member on the day following that on which the document or information was sent to the member. Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member.
When notices etc. deemed sent by website
217. A document or information sent or supplied by the Company to a member by means of a website shall be deemed to have been received by the member:
| (a) | | when the document or information was first made available on the website; or |
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| (b) | | if later, when the member is deemed by Article 215 or 216 to have received notice of the fact that the document or information was available on the website. Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member. |
Notice during disruption of services
218. Subject to the Companies Acts, if at any time the Company is unable effectively to convene a general meeting by notices sent through the post in the United Kingdom as a result of the suspension or curtailment of postal services, notice of general meeting may be sufficiently given 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
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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, if at least seven days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.
DESTRUCTION OF DOCUMENTS
Power of Company to destroy documents
219. The Company shall be entitled to destroy:
| (a) | | all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entry is made in the register, at any time after the expiration of six years from the date of registration; |
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| (b) | | all dividend mandates or variations or cancellations thereof and notifications of change of address at any time after the expiration of two years from the date of recording; |
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| (c) | | all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation; |
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| (d) | | all paid dividend warrants and cheques at any time after the expiration of one year from the date of actual payment; |
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| (e) | | all proxy appointments which have been used for the purpose of a poll at any time after the expiration of one year from the date of use; |
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| (f) | | all proxy appointments which have not been used for the purpose of a poll at any time after one month from the end of the meeting to which the proxy appointment relates and at which no poll was demanded. |
Presumption regarding destroyed documents
220. It shall conclusively be presumed in favour of the Company that:
| (a) | | every entry in the register purporting to have been made on the basis of an instrument of transfer or other document destroyed in accordance with Article 209 was duly and properly made; |
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| (b) | | every instrument of transfer destroyed in accordance with Article 219 was a valid and effective instrument duly and properly registered; |
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| (c) | | every share certificate destroyed in accordance with Article 219 was a valid and effective certificate duly and properly cancelled; |
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| (d) | | every other document destroyed in accordance with Article 219 was a valid and effective document in accordance with its recorded particulars in the books or records of the Company, |
PROVIDED ALWAYS THAT:
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| (e) | | the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant; |
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| (f) | | nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than the time permitted in Article 219 or in any other circumstances which would not attach to the Company in the absence of this Article; and |
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| (g) | | references to the destruction of any document include references to the disposal thereof in any manner. |
Early destruction
221. Any document referred to in Articles 219 and 220 may be destroyed earlier than the relevant date authorised by those Articles, provided that a permanent record of the document is made which record is not destroyed before that date.
UNTRACED SHAREHOLDERS
Power to dispose of shares of untraced shareholders
222. The Company shall be entitled to sell, at the best price reasonably obtainable, the shares of a member or the shares to which a person is entitled by transmission if:
| (a) | | during the period of twelve years prior to the date of the publication of the advertisements referred to in sub-paragraph (b) below (or, if published on different dates, the first date) (therelevant period) at least three dividends in respect of the shares in question have been declared and all dividend warrants and cheques which have been sent in the manner authorised by these Articles in respect of the shares in question have remained uncashed; |
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| (b) | | the Company shall as soon as practicable after expiry of the relevant period have inserted advertisements both in a national daily newspaper and in a newspaper circulating in the area of the last known address of such member or other person giving notice of its intention to sell the shares; and |
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| (c) | | during the relevant period and the period of three months following the publication of the advertisements referred to in sub-paragraph (b) above (or, if published on different dates, the first date) .he Company has received no indication either of the whereabouts or of the existence of such member or person. |
223. If during any relevant period referred to in Article 212 above, further shares have been issued in right of those held at the beginning of such period or of any previously issued during such period and all the other requirements of this Article and Articles 222 and 224 to 226 (other than the requirement that they be in issue for twelve years) have been satisfied in regard to the further shares, the Company may also sell the further shares.
Transfer on sale
224. To give effect to any sale pursuant to Article 212 or 213, the board may:
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| (a) | | where the shares are held in certificated form, authorise any person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser; or |
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| (b) | | where the shares are held in uncertificated form, do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the buyer. |
Effectiveness of transfer
225. An instrument of transfer executed by that person in accordance with Article 224(a) shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, the shares. An exercise by the Company of its powers in accordance with Article 224(b) shall be as effective as if exercised by the registered holder of or person entitled by transmission to the shares. The transferee shall not be bound to see to the application of the purchase money, and his title to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in reference to the sale.
Proceeds of sale
226. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds of sale, which may be employed in the business of the Company or invested in such a way as the board from time to time thinks fit.
WINDING UP
Liquidator may distribute in specie
227. If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Insolvency Act 1986, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the same sanction, vest the whole or any part of the assets in trustees for the benefit of the members and determine the scope and terms of these trusts, but no member shall be compelled to accept any asset upon which there is a liability.
Disposal of assets by liquidator
228. The power of sale of a liquidator shall include a power to sell wholly or partially for shares or debentures or other obligations of another body corporate, either then already constituted or about to be constituted for the purpose of carrying out the sale.
Members abroad to give address for service
229. If the Company is wound up, every member of the Company who is not for the time being in the United Kingdom shall be bound, within fourteen days after the passing of an effective resolution to wind up the Company voluntarily, or within the like period after the making of an order for the winding up of the Company, to serve notice on the Company appointing some person resident in London upon whom all processes in relation to or under the winding up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on
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behalf of such member to appoint some such person, and service upon any such appointee shall be deemed to be a good personal service on such member for all purposes, and where the liquidator makes any such appointment he shall, with all convenient speed, give notice thereof to such member by advertisement in The Times or any other leading London daily newspaper, or by a letter sent by registered or recorded delivery post and addressed to such member at his address as appearing in the Register, and such notice shall be deemed to be served on the day following that on which the advertisement appears or the letter is posted.
SHARE WARRANTS
Company may issue warrants
230. Subject to any statutory restrictions for the time being in force, the Company, with respect to fully paid up shares, may issue warrants (hereinafter calledshare warrants) stating that the bearer of the warrant is entitled to the shares therein specified and may provide, by coupons or otherwise, for the payment of future dividends on the shares included in such share warrants. The Company may decide, either generally or in a particular case or cases, that any signature on a warrant may be applied by electronic or mechanical means or printed on it or that the warrant need not be signed by any person.
Board may determine conditions
231. The board may determine and, from time to time, vary the conditions on which share warrants shall be issued including, without limitation:
| (a) | | on which a new share warrant or coupon will be issued in place of one worn out, lost, defaced or destroyed; |
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| (b) | | on which the bearer of the share warrant shall be entitled to attend and vote at general meetings; and |
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| (c) | | upon which a share warrant may be surrendered, and the name of the holder entered in the register in respect of the shares therein specified. |
No share warrant or coupon may be issued to replace one that has been lost unless the board is satisfied beyond reasonable doubt that the original has been destroyed. Subject to such conditions and to these Articles, the bearer of a share warrant shall be a member to the full extent. The holder of a share warrant shall be subject to the conditions for the time being in force, whether made before or after the issue of such warrant. The board may by resolution determine that signatures on share warrants sealed by the Company may be dispensed with or affixed by means of some method or system of mechanical signature and that signatures on share warrants signed on behalf of the Company may be affixed by means of some method or system of mechanical signature or shall be printed in facsimile.
Notice to warrant holders
232. Any notice required to be given by the Company to the holders of share warrants shall be sufficiently given if given by advertisement made once in at least one national newspaper and shall be taken as given on the day on which such advertisement appears. A holder of a share warrant shall be entitled in respect thereof to notice of a general meeting only by advertisements as herein provided. A notice to be given by advertisement shall be deemed to have been served on the day on which the advertisement appears.
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INDEMNITY
Indemnity to directors, officers, etc
233. Subject to the provisions of the Companies Acts, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every director or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) shall be indemnified out of the assets of the Company against any liability incurred by him for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, provided that this Article shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this Article, or any element of it, to be treated as void under the Act or otherwise under the Companies Acts.
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CONTENTS
| | | | | |
| CLAUSE | | PAGE |
| ARTICLES OF ASSOCIATION | | | 1 | |
| Preliminary | | | I | |
| Table A | | | 1 | |
| Definitions | | | 1 | |
| Construction | | | 3 | |
| | | | | |
| | | ARTICLE |
| | | | | |
| Accounts | | | | |
| Right to inspect records | | | 203 | |
| Sending of annual accounts | | | 204 | |
| Summary financial statements | | | 205 | |
| | | | | |
| Alteration of Share Capital | | | | |
| Alteration by ordinary resolution | | | 55 | |
| New shares subject to these Articles | | | 56 | |
| Consolidation and fractions arising | | | 57 | |
| Power to reduce capital | | | 58 | |
| | | | | |
| Alternate Directors | | | | |
| Power to appoint alternates | | | 125 | |
| Alternates entitled to receive notice | | | 126 | |
| Alternates representing more than one director | | | 127 | |
| Expenses and remuneration of alternates | | | 128 | |
| Termination of appointment | | | 129 | |
| Method of appointment and revocation | | | 130 | |
| Alternate not an agent of appointor | | | 131 | |
| | | | | |
| Appointment and retirement of Directors | | | | |
| Number of Directors to retire | | | 116 | |
| Which directors to retire | | | 117 | |
| When director deemed to be re-appointed | | | 118 | |
| Eligibility for election | | | 119 | |
| Separate resolutions on appointment | | | 120 | |
| Additional powers of the Company | | | 121 | |
| Appointment by board | | | 122 | |
| Position of retiring directors | | | 123 | |
| No share qualification | | | 124 | |
| | | | | |
| Borrowing Powers | | | | |
| Power to Borrow | | | 137 | |
| Borrowing limit | | | 138 | |
Page 58
| | | | | |
| CLAUSE | | PAGE |
| Calls on Shares | | | | |
| Power to make calls | | | 27 | |
| Time when call made | | | 28 | |
| Liability of joint holders | | | 29 | |
| Interest payable | | | 30 | |
| Deemed calls on allotment | | | 31 | |
| Differentiation on calls | | | 32 | |
| Payment of calls in advance | | | 33 | |
| Rights suspended if payment in arrears | | | 34 | |
| | | | | |
| Capitalisation of profits and reserves | | | | |
| Power to capitalise | | | 201 | |
| | | | | |
| Cheques | | | | |
| Signature of cheques and bills | | | 186 | |
| | | | | |
| Communication | | | | |
| When notice required to be in writing | | | 206 | |
| Methods of Company sending notice | | | 207 | |
| Methods of member etc. sending document or information | | | 208 | |
| Notice to joint holders | | | 209 | |
| Registered address outside EEA | | | 210 | |
| Deemed receipt of notice | | | 211 | |
| Terms and conditions for electronic communications | | | 212 | |
| Notice to persons entitled by transmission | | | 213 | |
| Transferees etc. bound by prior notice | | | 214 | |
| Proof of sending/when notices etc. deemed sent by post | | | 215 | |
| When notices etc. deemed sent by electronic means | | | 216 | |
| When notices etc. deemed sent by website | | | 217 | |
| Notice during disruption of services | | | 218 | |
| | | | | |
| Delegation of Powers of the Board | | | | |
| Committees of the board | | | 134 | |
| Local boards, etc. | | | 135 | |
| Agents | | | 136 | |
| | | | | |
| Destruction of Documents | | | | |
| Power of Company to destroy documents | | | 219 | |
| Presumption regarding destroyed documents | | | 220 | |
| Early destruction | | | 221 | |
| | | | | |
| Directors expenses | | | | |
| Directors may be paid expenses | | | 149 | |
| | | | | |
| Directors interests | | | | |
| Authorisation under s175 of the Act | | | 153 | |
| Director’s contract with the Company | | | 154 | |
| Remuneration, benefits etc. | | | 155 | |
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| | | | | |
| CLAUSE | | PAGE |
| Notification of interests | | | 156 | |
| Duty of confidentiality to another person | | | 157 | |
| Consequences of authorisation | | | 158 | |
| Without prejudice to equitable principles or rule of law | | | 159 | |
| | | | | |
| Disqualification and removal of Directors | | | | |
| Disqualification of a directors | | | 145 | |
| Power of Company to remove director | | | 146 | |
| | | | | |
| Dividends | | | | |
| Declaration of Dividends | | | 187 | |
| Fixed and interim dividends | | | 188 | |
| Declaration and payment in different currencies | | | 189 | |
| Apportionment of dividends | | | 190 | |
| Dividends in specie | | | 191 | |
| Scrip dividends, authorising resolution | | | 192 | |
| Permitted deductions and retentions | | | 194 | |
| Procedure for payment to holders and others entitled | | | 195 | |
| Joint entitlement | | | 196 | |
| Payment by post | | | 197 | |
| Discharge to Company and risk | | | 198 | |
| Interest not payable | | | 199 | |
| Forfeiture of unclaimed dividends | | | 200 | |
| | | | | |
| Executive Directors | | | | |
| Appointment to executive office | | | 150 | |
| Termination of appointment to executive office | | | 151 | |
| Emoluments to be determined by the board | | | 152 | |
| | | | | |
| Forfeiture and Surrender | | | | |
| Notice requiring payment of call | | | 35 | |
| Forfeiture for non-compliance | | | 36 | |
| Sale of forfeited shares | | | 37 | |
| Liability following forfeiture | | | 38 | |
| Surrender | | | 39 | |
| Extinction of rights | | | 40 | |
| Evidence of forfeiture or surrender | | | 41 | |
| Power to annul forfeiture or surrender | | | 42 | |
| | | | | |
| General Meetings | | | | |
| Annual General Meeting | | | 60 | |
| Class meetings | | | 61 | |
| Convening general meetings | | | 62 | |
| | | | | |
Gratuities,pensions and Insurance | | | | |
| Gratuities and pensions | | | 160 | |
| Insurance | | | 161 | |
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| | | | | |
| CLAUSE | | PAGE |
| Directors not liable to account | | | 162 | |
| Section 719 of the Act | | | 163 | |
| | | | | |
| Indemnity | | | | |
| Indemnity to directors, officers, etc. | | | 233 | |
| | | | | |
| Lien | | | | |
| Company to have lien on shares | | | 23 | |
| Enforcement of lien by sale | | | 24 | |
| Giving effect to sale | | | 25 | |
| Application of proceeds | | | 26 | |
| | | | | |
| Minutes | | | | |
| Minutes required to be kept | | | 177 | |
| Conclusiveness of minutes | | | 178 | |
| | | | | |
| Notice of General Meetings | | | | |
| Period of notice | | | 63 | |
| Recipients of notice | | | 64 | |
| Uncontactable shareholders | | | 65 | |
| Contents of notice — general | | | 66 | |
| Contents of notice — additional requirements | | | 67 | |
| Article 69 arrangements | | | 68 | |
| General meetings at more than one place | | | 69 | |
| Interruption or adjournment where facilities inadequate | | | 70 | |
| Other arrangements for viewing and hearing proceedings | | | 71 | |
| Controlling level of attendance | | | 72 | |
| Change in place and/or time of meeting | | | 73 | |
| Meaning of participate | | | 74 | |
| Accidental omission to send notice etc. | | | 75 | |
| Security | | | 76 | |
| | | | | |
| Number of Directors | | | | |
| Limits on number of directors | | | 115 | |
| | | | | |
| Powers of the Board | | | | |
| Business to be managed by board | | | 132 | |
| Exercise by Company of voting rights | | | 133 | |
| | | | | |
| Proceedings at General Meetings | | | | |
| Quorum | | | 77 | |
| If quorum not present | | | 78 | |
| Chairman | | | 79 | |
| Directors entitled to speak | | | 80 | |
| Adjournment: chairman’s powers | | | 81 | |
| Adjournment: procedures | | | 82 | |
| Amendments to resolutions | | | 83 | |
| Methods of voting | | | 84 | |
Page 61
| | | | | |
| CLAUSE | | PAGE |
| Declaration of result | | | 85 | |
| Withdrawal of demand for poll | | | 86 | |
| Conduct of poll | | | 87 | |
| Chairman’s casting vote | | | 88 | |
| Notice of poll | | | 90 | |
| Effectiveness of special and extraordinary resolutions | | | 91 | |
| | | | | |
| Proceedings of the board | | | | |
| Convening meetings and proceedings | | | 164 | |
| Quorum | | | 165 | |
| Powers of directors if number falls below minimum | | | 166 | |
| Chairman and deputy chairman | | | 167 | |
| Validity of acts of the board | | | 168 | |
| Resolutions in writing | | | 169 | |
| Meetings by telephone, etc. | | | 170 | |
| Directors’ power to vote on contracts in which they are interested | | | 171 | |
| Division of proposals | | | 173 | |
| Interests of connected person and alternate director | | | 174 | |
| Decision of chairman final and conclusive | | | 175 | |
| | | | | |
| Proxies and Corporate Representatives | | | | |
| Appointment of proxy: from | | | 106 | |
| Execution of proxy | | | 107 | |
| Proxies: other provision | | | 108 | |
| Delivery/ receipt of proxy appointment | | | 109 | |
| Authentication of proxy appointment not made by holder | | | 110 | |
| Validity of proxy appointment | | | 111 | |
| Rights of proxy | | | 112 | |
| Corporate representatives | | | 113 | |
| Revocation of authority | | | 114 | |
| | | | | |
| Purchase of own shares | | | | |
| Power to purchase own shares | | | 59 | |
| | | | | |
| Record Dates | | | | |
| Record dates for dividends, etc. | | | 202 | |
| | | | | |
| Registers | | | | |
| Overseas and local registers | | | 184 | |
| Authentication and certification of copies and extracts | | | 185 | |
| | | | | |
| Remuneration for Special Services | | | | |
| Additional remuneration for special services | | | 148 | |
| | | | | |
Remuneration of Non-Executive Directors | | | | |
| Ordinary remuneration | | | 147 | |
| | | | | |
| Secretary | | | | |
| Appointment and removal of secretary | | | 176 | |
Page 62
| | | | | |
| CLAUSE | | PAGE |
| Share Capital | | | | |
| Share Capital | | | 4 | |
| Shares with special rights | | | 5 | |
| Uncertificated shares | | | 6 | |
| Not separate class of shares | | | 7 | |
| Exercise of Company’s entitlements in respect of uncertificated share | | | 8 | |
| Allotment | | | 9 | |
| Redeemable shares | | | 10 | |
| Section 80 Authority | | | 11 | |
| Section 89 disapplication | | | 12 | |
| Allotment after expiry | | | 13 | |
| Definitions | | | 14 | |
| Commissions | | | 15 | |
| Trusts not recognised | | | 16 | |
| Joint holders | | | 17 | |
| | | | | |
| Share Certificates | | | | |
| Members’ rights to certificates | | | 20 | |
| Replacement certificates | | | 21 | |
| | | | | |
| Share Warrants | | | | |
| Company may issue warrants | | | 230 | |
| Board may determine conditions | | | 231 | |
| Notice to warrant holders | | | 232 | |
| | | | | |
| The Seal | | | | |
| Authority required for use of seal | | | 179 | |
| Certificates for shares and debentures | | | 180 | |
| Official seal for use abroad | | | 181 | |
| Execution of instrument as a deed under hand | | | 182 | |
| Delivery of deeds | | | 183 | |
| | | | | |
| Transfer of Shares | | | | |
| Form and execution of transfer of certified shares | | | 43 | |
| Transfers of partly paid certificated shares | | | 44 | |
| Invalid transfers of certificated shares | | | 45 | |
| Transfers by recognised persons | | | 46 | |
| Notice of refusal to register | | | 47 | |
| Suspension of registration | | | 48 | |
| No fee payable on registration | | | 49 | |
| Retention of transfers | | | 50 | |
| | | | | |
| Transmission of Shares | | | | |
| Transmission | | | 51 | |
| Elections permitted | | | 52 | |
| Elections required | | | 53 | |
| Rights of persons entitled by transmission | | | 54 | |
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| | | | | |
| CLAUSE | | PAGE |
| Untraced Shareholders | | | | |
| Power to dispose of shares of untraced shareholders | | | 222 | |
| Transfer on sale | | | 224 | |
| Effectiveness of transfer | | | 225 | |
| Proceeds of sale | | | 226 | |
| | | | | |
| Variation of rights | | | | |
| Method of varying rights | | | 18 | |
| When rights deemed to be varied | | | 19 | |
| | | | | |
| Votes of Members | | | | |
| Right to vote | | | 92 | |
| Votes of joint holders | | | 93 | |
| Member under incapacity | | | 94 | |
| Calls in arrears | | | 95 | |
| Section 793 of the Companies Act 2006: restrictions if in default | | | 96 | |
| Copy of notice to interested persons | | | 97 | |
| When restrictions cease to have effect | | | 98 | |
| Board may cancel restrictions | | | 99 | |
| Conversion of uncertificated shares | | | 100 | |
| Supplementary provisions | | | 101 | |
| Errors in voting | | | 103 | |
| Objection to voting | | | 104 | |
| Voting: additional provisions | | | 105 | |
| | | | | |
| Winding up | | | | |
| Liquidator may distribute in specie | | | 227 | |
| Disposal of assets by liquidator | | | 228 | |
| Members abroad to give address for service | | | 229 | |
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