THE COMPANIES ACTS 1985 AND 1989
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PRIVATE COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
of
EDWARD JONES LIMITED
CLIFFORD CHANCE
200 Aldersgate Street
London EC1A 4JJ
Telephone: 0171 600 1000
Fax: 0171 600 5555
Reference: TJH/E3769/15/AMXM
PRELIMINARY
1.(A) The regulations contained in Table A in the Schedule to
the Companies (Table A to F) Regulations 1985 (as
amended) ("Table A) apply to the Company except to the
extent that they are excluded or modified by these
articles.
(B) The regulations of Table A numbered 24, 38, 60, 61, 64,
73, 74, 75, 76, 77, 78, 80, 81, 90, 94, 95, 96, 97, 98,
115 and 118 do not apply. The regulations of Table A
numbered 37, 46, 53, 57, 59, 62, 65, 66, 67, 68, 72, 79,
84, 88, 110, 112 and 116 are modified. The regulations
of Table A numbered 88, 89, 91 and 93 are excluded if and
for so long as there is a sole director of the Company.
The regulations of Table A numbered 40 and 54 are
modified if and for so long as the Company has only one
member. Subject to these exclusions and modifications,
and in addition to the remaining regulations of Table A,
the following are the articles of association of the
Company.
(C) Where an ordinary resolution of the Company is expressed
to be required for any purpose, a special or
extraordinary resolution is also effective for that
purpose, and where an extraordinary resolution is
expressed to be required for any purpose, a special
resolution is also effective for that purpose.
PRIVATE COMPANY
2.The Company is a private company limited by shares and
accordingly any invitation to the public to subscribe for any
shares or debentures of the Company is prohibited.
SHARE CAPITAL
3.The authorised share capital of the Company at the date of
incorporation of the Company is #100 divided into 100 ordinary
shares of #1 each.
4.(A) Subject to the provisions of the Act, the directors have
general and unconditional authority to allot (with or
without conferring rights of renunciation), grant options
over, offer or otherwise deal with or dispose of any
unissued shares of the Company (whether forming part of
the original or any increased share capital) to such
persons, at such times and on such terms and conditions
as the directors may decide but no share may be issued at
a discount.
(B) The directors have general and unconditional authority,
pursuant to section 80 of the Act, to exercise all powers
of the Company to allot relevant securities for a period
expiring on the fifth anniversary of the date of
incorporation of the Company unless previously renewed,
varied or revoked by the Company in general meeting.
(C) The maximum amount of relevant securities which may be
allotted pursuant to the authority conferred by paragraph
(B) is the amount of the authorised but as yet unissued
share capital of the Company at the date of incorporation
of the Company.
(D) By the authority conferred by paragraph (B), the directors
may before the authority expires make an offer or
agreement which would or might require relevant
securities of the Company to be allotted after it expires
and may allot relevant securities in pursuance of that
offer or agreement.
5.The pre-emption provisions of section 89(1) of the Act and
the provisions of sub-sections (1) to (6) inclusive of section
90 of the Act do not apply to any allotment of the Company's
equity securities.
TRANSFERS
6.The directors may, in their absolute discretion and without
giving any reason, refuse to register the transfer of a share
to any person, whether or not it is a fully-paid share or a
share on which the Company has a lien.
GENERAL MEETINGS
7.Regulation 37 of Table A is modified by the deletion of the
words "eight weeks" and the substitution for them of the words
"28 days".
NOTICE OF GENERAL MEETINGS
8.An annual general meeting and an extraordinary general
meeting called for the passing of a special resolution or an
elective resolution must be called by at least 21 clear days'
notice. All other extraordinary general meetings must be
called by at least 14 clear days' notice but a general meeting
may be called by shorter notice if it is so agreed:
(a) in the case of an annual general meeting or a meeting
called for the passing of an elective resolution, by all
the members entitled to attend and vote at that meeting;
and
(b) in the case of any other meeting, by a majority in number
of the members having a right to attend and vote, being
(i) a majority together holding not less than such
percentage in nominal value of the shares giving that
right as has been determined by elective resolution of
the members in accordance with the Act, or (ii) if no
such elective resolution is in force, a majority together
holding not less than 95 per cent. in nominal value of
the shares giving that right.
The notice must specify the time and place of the meeting and
the general nature of the business to be transacted and, in
the case of an annual general meeting, must specify that the
meeting is an annual general meeting.
Subject to the provisions of the articles and to any
restrictions imposed on any shares, the notice must be given
to all the members, to all persons entitled to a share in
consequence of the death or bankruptcy of a member and to the
directors and auditors.
PROCEEDINGS AT GENERAL MEETINGS
9.A poll may be demanded by the chairman or by any member
present in person or by proxy and entitled to vote and
regulation 46 of Table A is modified accordingly.
10.Regulation 53 of Table A is modified by the addition at the
end of the following sentence: "If a resolution in writing is
described as a special resolution or as an extraordinary
resolution, it has effect accordingly.".
VOTES OF MEMBERS
11.Regulation 57 of Table A is modified by the inclusion after
the word "shall" of the phrase ", unless the directors
otherwise determine,".
12.Regulation 59 of Table A is modified by the addition at the
end of the following sentence: "Deposit of an instrument of
proxy does not preclude a member from attending and voting at
the meeting or at any adjournment of it.".
13.An instrument appointing a proxy must be in writing in any
usual form or in any other form which the directors may
approve and must be executed by or on behalf of the appointor.
14.Regulation 62 of Table A is modified by the deletion in
paragraph (a) of the words "deposited at" and by the
substitution for them of the words "left at or sent by post or
by facsimile transmission to", by the substitution in
paragraph (a) of the words "at any time" in place of "not less
than 48 hours" and by the substitution in paragraph (b) of the
words "at any time" in place of "not less than 24 hours".
NUMBER OF DIRECTORS
15.Unless otherwise determined by ordinary resolution, the
number of directors (other than alternate directors) is not
subject to any maximum and the minimum number is one.
ALTERNATE DIRECTORS
16.A director may appoint any person willing to act, whether
or not he is a director of the Company, to be an alternate
director. That person need not be approved by resolution of
the directors, and regulation 65 is modified accordingly.
17.An alternate director who is absent from the United Kingdom
is entitled to receive notice of all meetings of directors and
meetings of committees of directors and regulation 66 of Table
A is modified accordingly.
18.Regulation 68 of Table A is modified by the addition at the
end of the following sentence: "Any such notice may be left at
or sent by post or facsimile transmission to the office or
another place designated for the purpose by the directors.".
DELEGATION OF DIRECTORS' POWERS
19.Regulation 72 is modified by the addition at the end of the
regulation of the following sentence: "Where a provision of
the articles refers to the exercise of a power, authority or
discretion by the directors and that power, authority or
discretion has been delegated by the directors to a committee,
the provision must be construed as permitting the exercise of
the power, authority or discretion by the committee.".
APPOINTMENT AND REMOVAL OF DIRECTORS
20.The directors are not subject to retirement by rotation.
Regulations 73, 74 and 75 of Table A do not apply, and
reference in regulations 67 and 84 to retirement by rotation
must be disregarded.
21.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.
22.A person appointed by the directors to fill a vacancy or as
an additional director is not required to retire from office
at the annual general meeting next following his appointment
and the last two sentences of regulation 79 of Table A are
deleted.
23.The holder or holders of more than half in nominal value of
the shares giving the right to attend and vote at general
meetings of the Company may remove a director from office and
appoint a person to be a director, but only if the appointment
does not cause the number of directors to exceed a number
fixed by or in accordance with the articles as the maximum
number of directors. The removal or appointment is effected
by notice to the Company signed by or on behalf of the holder
or holders. The notice may consist of several documents in
similar form each signed by or on behalf of one or more
holders and shall be left at or sent by post or facsimile
transmission to the office or such other place designated by
the directors for the purpose. The removal or appointment
takes effect immediately on deposit of the notice in
accordance with the articles or on such later date (if any)
specified in the notice.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
24.The office of a director is vacated if:
(a) he ceases to be a director by virtue of any provision of
the Act or he becomes prohibited by law from being a
director; or
(b) he becomes bankrupt or makes any arrangement or
composition with his creditors generally; or
(c) he becomes, in the opinion of all his co-directors,
incapable by reason of mental disorder of discharging his
duties as director; or
(d) he resigns his office by notice to the Company; or
(e) he is for more than six consecutive months absent without
permission of the directors from meetings of directors
held during that period and his alternate director (if
any) has not during that period attended any such
meetings instead of him, and the directors resolve that
his office be vacated; or
(f) he is removed from office by notice addressed to him at
his last-known address and signed by all his co-
directors; or
(g) he is removed from office by notice given by a member or
members under article 24.
REMUNERATION OF DIRECTORS
25.A director who, at the request of the directors, goes or
resides abroad, makes a special journey or performs a special
service on behalf of the Company may be paid such reasonable
additional remuneration (whether by way of salary, percentage
of profits or otherwise) and expenses as the directors may
decide.
PROCEEDINGS OF DIRECTORS
26.Regulation 88 of Table A is modified by the exclusion of
the third sentence and the substitution for it of the
following sentences: "Every director must receive notice of a
meeting, whether or not he is absent from the United Kingdom.
A director may waive the requirement that notice be given to
him of a board meeting, either prospectively or
retrospectively.".
27.A director or his alternate may validly participate in a
meeting of the directors or a committee of directors through
the medium of conference telephone or similar form of
communication equipment if all persons participating in the
meeting are able to hear and speak to each other throughout
the meeting. A person participating in this way is deemed to
be present in person at the meeting and is counted in a quorum
and entitled to vote. Subject to the Act, all business
transacted in this way by the directors or a committee of
directors is for the purposes of the articles deemed to be
validly and effectively transacted at a meeting of the
directors or of a committee of directors although fewer than
two directors or alternate directors are physically present at
the same place. The meeting is deemed to take place where the
largest group of those participating is assembled or, if there
is no such group, where the chairman of the meeting then is.
28.If and for so long as there is a sole director of the
Company:
(a) he may exercise all the powers conferred on the directors
by the articles by any means permitted by the articles or
the Act;
(b) for the purpose of regulation 89 of Table A the quorum for
the transaction of business is one; and
(c) all other provisions of the articles apply with any
necessary modification (unless the provision expressly
provides otherwise).
29.Without prejudice to the obligation of any director to
disclose his interest in accordance with section 317 of the
Act, a director may vote at a meeting of directors or of a
committee of directors on any resolution concerning a matter
in respect of which he has, directly or indirectly, an
interest or duty. The director must be counted in the quorum
present at a meeting when any such resolution is under
consideration and if he votes his vote must be counted.
DIVIDENDS
30.The directors may deduct from a dividend or other amounts
payable to a person in respect of a share any amounts due from
him to the Company on account of a call or otherwise in
relation to a share.
CAPITALISATION OF PROFITS
31.The directors may, with the authority of an ordinary
resolution of the Company, resolve that any shares allotted
under regulation 110 of Table A to any member in respect of a
holding by him of any partly-paid shares rank for dividend, so
long as those shares remain partly paid, only to the extent
that those partly-paid shares rank for dividend and regulation
110 of Table A is modified accordingly.
NOTICES
32.Regulation 112 of Table A is modified by the deletion of
the last sentence and the substitution for it of the
following: "A member whose registered address is not within
the United Kingdom is entitled to have notices given to him at
that address.".
33.A notice sent to a member (or another person entitled to
receive notices under the articles) by post to an address
within the United Kingdom is deemed to be given:
(a) 24 hours after posting, if pre-paid as first class, or
(b) 48 hours after posting, if pre-paid as second class.
A notice sent to a member (or other person entitled to receive
notices under the articles) by post to an address outside the
United Kingdom is deemed to be given 72 hours after posting,
if pre-paid as airmail. Proof that an envelope containing the
notice was properly addressed, pre-paid and posted is
conclusive evidence that the notice was given. A notice not
sent by post but left at a member's registered address is
deemed to have been given on the day it was left.
34.Regulation 116 of Table A is modified by the deletion of
the words "within the United Kingdom".
INDEMNITY
35.Subject to the provisions of the Act, but without prejudice
to any indemnity to which he may otherwise be entitled, each
person who is a director, alternate director or secretary of
the Company must be indemnified out of the assets of the
Company against all costs, charges, losses and liabilities
incurred by him in the proper execution of his duties or the
proper exercise of his powers, authorities and discretions
including, without limitation, a liability incurred:
(a) defending proceedings (whether civil or criminal) in
which judgment is given in his favour or in which
he is acquitted, or which are otherwise disposed of
without a finding or admission of material breach
of duty on his part, or
(b) in connection with any application in which relief is
granted to him by the court from liability for
negligence, default, breach of duty or breach of
trust in relation to the affairs of the Company.
36.The directors may exercise all the powers of the Company to
purchase and maintain insurance for the benefit of a person
who is or was:
(a) a director, alternate director, secretary or auditor of
the Company or of a company which is or was a subsidiary
undertaking of the Company or in which the Company has or
had an interest (whether direct or indirect); or
(b) trustee of a retirement benefits scheme or other trust in
which a person referred to in the preceding paragraph is
or has been interested,
indemnifying him against liability for negligence, default,
breach of duty or breach of trust or other liability which may
lawfully be insured against by the Company.
SOLE MEMBER
37.If and for so long as the Company has only one member:
(a) in relation to a general meeting, the sole member or a
proxy for that member or (if the member is a corporation)
a duly authorised representative of that member is a
quorum and regulation 40 of Table A is modified
accordingly;
(b) a proxy for the sole member may vote on a show of hands
and regulation 54 of Table A is modified accordingly;
(c) the sole member may agree that any general meeting, other
than a meeting called for the passing of an elective
resolution, be called by shorter notice than that
provided for by the articles; and
(d) all other provisions of the articles apply with any
necessary modification (unless the provision expressly
provides otherwise).
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NAME AND ADDRESS OF SUBSCRIBER
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Name:
For and on behalf of:
Edward D. Jones & Co., L.P.
12555 Manchester Road
St Louis
MO 6313-3729
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DATED this day of
WITNESS to the above signature:
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Name:
Address: