EXHIBIT 3.1
ARTICLES OF ASSOCIATION
OF
THE GALORE GROUP LIMITED
FREEHILL, HOLLINGDALE & PAGE
SOLICITORS & NOTARIES
MLC CENTRE, MARTIN PLACE
SYDNEY N.S.W. 2000
AUSTRALIA
AUSTRALIAN CAPITAL TERRITORY
Companies Act 1981
Company Limited by Shares
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ARTICLES OF ASSOCIATION
OF
THE GALORE GROUP LIMITED
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Interpretation
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1. (1) In these articles -
"Business days" means those days on which the home exchange is open.
"Code" means the Companies Act 1981 as varied or amended from time to
time or such equivalent code of such other State or Territory in which
the Company may be incorporated from time to time;
"the Company" means The Galore Group Limited;
"home exchange" means the Sydney Stock Exchange Limited or any other
exchange so designated by the Australian Associated Stock Exchanges;
"seal" means the common seal of the Company and includes any official
seal of the Company;
"secretary" means any person appointed to perform the duties of a
secretary of the Company; and
"State" means the Australian Capital Territory or such other State or
Territory in which the Company may be incorporated from time to time.
(2) Section 40 of the Companies and Securities (Interpretation and
Miscellaneous Provisions) Act 1980 applies in relation to these
articles as if they were an instrument made by an authority under a
power conferred by the Code as in force on the date on which these
articles became binding on the Company.
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(3) An expression used in a particular Part or Division of the Code that
is given by that Part or Division a special meaning for the purposes
of that Part or Division has, in any of these articles that deals with
a matter dealt with by that Part or Division, unless the contrary
intention appears, the same meaning as in that Part or Division.
(4) The regulations contained in Table A in Schedule 3 to the Code are
excluded and shall not apply to the Company.
Share Capital and Variation of Rights
-------------------------------------
2. (1) The share capital of the Company is one hundred million dollars
($100,000,000) divided into five hundred million (500,000,000) shares
of twenty cents ($0.20) each.
(2) Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares but subject to the
Code and to these articles, shares in the Company may be issued by the
directors in such manner as they think most beneficial to the Company,
and any such share may be issued with such preferred, deferred or
other special rights or such restrictions whether with regard to
dividend, voting, return of capital or otherwise as the directors,
subject to any resolution, determine.
3. Subject to the Code, any preference shares may, with the sanction of a
resolution, be issued on the terms that they are, or at the option of the
Company are liable, to be redeemed.
4. (1) If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by
the terms of issue of the shares of that class) may, whether or not
the Company is being wound up, be varied with the consent in writing
of the holders of three-quarters of the issued shares of that class,
or with the sanction of a special resolution passed at a separate
meeting of the holders of the shares of the class.
(2) The provisions of these articles relating to general meetings apply so
far as they are capable of application and mutatis mutandis to every
such separate meeting except that -
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(a) a quorum is constituted by 2 persons who, between them,
hold, or represent a corporation or corporations that hold,
or represent by proxy or power of attorney, one-third of
the issued shares of the class; and
(b) a poll may be demanded -
(i) by not less than 5 holders of shares of the class
present in person or by proxy or attorney;
(ii) by a holder or holders of shares of the class
present in person or by proxy or attorney and
representing not less than one-tenth of the total
voting rights of all the holders of shares of the
class; or
(iii) by a holder or holders of shares of the class
present in person or by proxy or attorney, being
shares on which an aggregate sum has been paid up
equal to not less than one-tenth of the total sum
paid up on all the shares of the class.
5. (1) The Company may exercise the power to pay commissions conferred by the
Code if -
(a) the rate or the amount of the commission paid or agreed to be
paid is disclosed in the manner required by the Code; and
(b) the commission does not exceed 10% of the price at which the
shares in respect of which the commission is paid are issued.
(2) The commission may be satisfied by the payment of cash or by the
allotment of fully or partly paid shares or partly by the payment of
cash and partly by the allotment of fully or partly paid shares.
(3) The Company may, on any issue of shares, also pay such brokerage as is
lawful.
6. (1) Except as required by law, the Company shall not recognise a person as
holding a share upon any trust.
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(2) The Company is not bound by or compelled in any way to recognise
(whether or not it has notice of the interest or rights concerned) any
equitable, contingent, future or partial interest in any share or unit
of a share or (except as otherwise provided by these articles or by
law) any other right in respect of a share except an absolute right
of ownership in the registered holder.
7. (1) A person whose name is entered as a member in the register of members
is entitled without payment to receive a certificate in respect of the
share under the seal of the Company in accordance with the Code but,
in respect of a share or shares held jointly by several persons, the
Company is not bound to issue more than one certificate.
(2) Delivery of a certificate for a share to one of several joint holders
is sufficient delivery to all such holders.
8. (1) where several persons are jointly entitled to any share or shares -
(a) in the absence of any express direction from those persons to the
contrary, the Company shall enter the names of those persons as
members in the register of members in the order in which their
names appear on the application for shares or the instrument of
transfer or the notice of death or bankruptcy given to the
Company to establish those persons' entitlement to the share or
shares;
(b) notwithstanding anything to the contrary contained in these
articles, in any circumstances and for all purposes it shall be a
sufficient discharge of any of the Company's obligations to those
persons if the Company discharges that obligation in relation to
the firstnamed holder of the share or shares in the register of
members; and
(c) those persons shall be jointly and severally liable to pay all
calls, interest and other amounts in respect of the share or
shares.
(2) Nothing in sub-article (1) shall prevent the Company from
differentiating between the joint
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holders of any share or shares in any respect as provided for in these
articles.
9. Subject to the provisions of the Code, the Company may establish a scheme
or schemes for the allotment of shares or other interests in the Company
directly or indirectly to any persons selected by the board of directors
from time to time to participate in such scheme or schemes including but
not limited to executives, directors, consultants to, franchisees,
licensees, management and other employees of the Company and related
corporations generally or interests nominated by them.
Lien
----
10. (1) The Company has a first and paramount lien on every share (not being a
fully paid share) for all money (whether presently payable or not)
called or payable at a fixed time in respect of that share.
(2) The Company also has a first and paramount lien on all shares (not
being fully paid shares) registered in the name of a sole holder for
all moneys as the Company may be called upon by law to pay in respect
of those shares.
(3) The directors may at any time exempt a share wholly or in part from
the provisions of this Article.
(4) The Company's lien (if any) on a share extends to all dividends
payable in respect of the share.
11. (1) Subject to sub-article (2), the Company may sell, in such manner as
the directors think fit, any shares on which the Company has a lien.
(2) A share on which the Company has a lien shall not be sold unless -
(a) a sum in respect of which the lien exists is presently payable;
and
(b) the Company has, not less than 14 days before the date of the
sale, given to the registered holder for the time being of the
share or the person entitled to the share by reason of the death
or bankruptcy of the registered holder a
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notice in writing setting out, and demanding payment of,
such part of the amount in respect of which the lien exists
as is presently payable.
12. (1) For the purpose of giving effect to a sale mentioned in Article 11,
the directors may authorise a person to transfer the shares sold to
the purchaser of the shares.
(2) The Company shall register the purchaser as the holder of the shares
comprised in any such transfer and the purchaser is not bound to see
to the application of the purchase money.
(3) The title of the purchaser to the shares is not affected by any
irregularity or invalidity in connection with the sale.
13. The proceeds of a sale mentioned in Article 11 shall be applied by the
Company in payment of such part of the amount in respect of which the lien
exists as is presently payable, and the residue (if any) shall (subject to
any like lien for sums not presently payable that existed upon the shares
before the sale) be paid to the person entitled to the shares at the date
of the sale.
Calls on Shares
---------------
14. (1) The directors may subject to these articles and to any conditions of
allotment from time to time make such calls upon the members in
respect of any money unpaid on the shares of the members (whether on
account of the nominal value of the shares or by way of premium).
(2) Each member shall, upon receiving at least 14 days' notice specifying
the time or times and place of payment, pay to the Company at the time
or times and place so specified the amount called on his shares.
(3) The directors may revoke or postpone a call.
15. A call shall be deemed to have been made at the time when the resolution of
the directors authorising the call was passed and may be required to be
paid by instalments.
16. The joint holders of a share are jointly and severally liable to pay all
calls in respect of the share.
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17. If a sum called in respect of a share is not paid before or on the day
appointed for payment of the sum, the person from whom the sum is due shall
pay interest on the sum from the day appointed for payment of the sum to
the time of actual payment at such rate as the directors determine, but the
directors may waive payment of that interest wholly or in part.
18. Any sum that, by the terms of issue of a share, becomes payable on
allotment or at a fixed date, whether on account of the nominal value of
the share or by way of premium, shall for the purposes of these articles be
deemed to be a call duly made and payable on the date on which by the terms
of issue the sum becomes payable, and, in case of non-payment, all the
relevant provisions of these articles as to payment of interest, forfeiture
or otherwise apply as if the sum had become payable by virtue of a call
duly made and notified.
19. The directors may, on the issue of shares, differentiate between the
holders as to the amount of calls to be paid and the times of payment.
20. (1) The directors may accept from a member the whole or a part of the
amount unpaid on a share although no part of that amount has been
called up.
(2) The directors may authorise payment by the Company of interest upon
the whole or any part of an amount so accepted, until the amount
becomes payable, at such rate as is agreed upon between the directors
and the member paying the sum.
Transfer of Shares
------------------
21. (1) Subject to these articles, a member may transfer all or any of his
shares by instrument in writing in any usual or common form or in any
other form that the directors approve.
(2) An instrument of transfer referred to in sub-article (1) shall be
executed by or on behalf of the transferor (but need not be executed
by the transferee) or may be executed otherwise in accordance with the
Code.
(3) A transferor of shares remains the holder of the shares transferred
until the transfer is registered and the name of the transferee is
entered in the register of members in respect of the shares.
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22. The instrument of transfer shall be left for registration at the registered
office of the Company accompanied by the certificate of the shares to which
it relates and such other information as the directors properly require to
show the right of the transferor to make the transfer, and thereupon the
Company shall, subject to the powers vested in the directors by these
articles, register the transferee as a shareholder
23. The directors may decline to register any transfer of shares on which the
Company has a lien and may also decline to register any transfer of
shares -
(a) where the transfer is of a partly paid share in respect of which the
directors have required the transferee or an authorised officer of the
transferee to complete a statutory declaration stating that the
transferee is financially able to meet any unpaid liability in respect
of the share and such a declaration has not been received by the
Company; or
(b) where the Company may refuse to register the transfer under the
Official Listing Requirements of the Australian Associated Stock
Exchanges.
24. The registration of transfers may be suspended at such times and for such
periods as the directors from time to time determine not exceeding in the
whole 30 days in any year.
Transmission of Shares
----------------------
25. In the case of the death of a member, the survivor or survivors where the
deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole holder, shall be the only persons recognised
by the Company as having any title to his interest in the shares, but this
Article does not release the estate of a deceased joint holder from any
liability in respect of a share that had been jointly held by him with
other persons.
26. (1) Subject to the Bankruptcy Act 1966, a person becoming entitled to a
share in consequence of the death or bankruptcy of a member may, upon
such information being produced as is properly required by the
directors, elect either to be registered himself as holder of the
share or to have some other person nominated by him registered as the
transferee of the share.
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(2) If the person becoming entitled elects to be registered himself, he
shall deliver or send to the Company a notice in writing signed by him
stating that he so elects.
(3) If he elects to have another person registered, he shall execute a
transfer of the share to that other person.
(4) All the limitations, restrictions and provisions of these articles
relating to the right to transfer, and the registration of transfers
of, shares are applicable to any such notice or transfer as if the
death or bankruptcy of the member had not occurred and the notice or
transfer were a transfer signed by that member.
27. (1) Where the registered holder of a share dies or becomes bankrupt, his
personal representative or the trustee of his estate, as the case may
be, is, upon the production of such information as is properly
required by the directors, entitled to the same dividends and other
advantages, and to the same rights (whether in relation to meetings of
the Company, or to voting or otherwise), as the registered holder
would have been entitled to if he had not died or become bankrupt.
(2) Where 2 or more persons are jointly entitled to any share in
consequence of the death of the registered holders they shall, for the
purpose of these articles, be deemed to be joint holders of the share.
Forfeiture of Shares
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28. (l) If a member fails to pay a call or instalment of a call on the day
appointed for payment of the call or instalment, the directors may, at
any time thereafter during such time as any part of the call or
instalment remains unpaid, serve a notice on him requiring payment of
so much of the call or instalment as is unpaid, together with any
interest that has accrued.
(2) The notice shall name a further day (not earlier than the expiration
of 14 days from the date of service of the notice) on or before which
the payment required by the notice is to be made and shall state that,
in the event of non-payment at or before the time appointed,
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the shares in respect of which the call was made will be liable to be
forfeited.
29. (1) If the requirements of a notice served under Article 28 are not
complied with, any share in respect of which the notice has been given
may at any time thereafter, before the payment required by the notice
has been made, be forfeited by a resolution of the directors to that
effect.
(2) Such a forfeiture shall include all dividends declared in respect of
the forfeited shares and not actually paid before the forfeiture.
30. A forfeited share may be sold or otherwise disposed of on such terms and in
such manner as the directors think fit, and, at any time before a sale or
disposition the forfeiture may be canceled on such terms as the directors
think fit.
31. A person whose shares have been forfeited ceases to be a member in respect
of the forfeited shares. Such a person remains liable however to pay to the
Company all money that, at the date of forfeiture, was payable by him to
the Company in respect of the shares (including interest at such rate as
the directors determine from the date of forfeiture on the money for the
time being unpaid, if the directors think fit to enforce payment of the
interest). The liability of such a person ceases if and when the Company
receives payment in full of all the money (including interest) so payable
in respect of the shares.
32. A statutory declaration in writing declaring that the declarant making the
statement is a director or a secretary of the Company, and that a share in
the Company has been duly forfeited on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the share.
33. (1) The Company may receive the consideration (if any) given for a
forfeited share on any sale or disposition of the share and may
execute a transfer of the share in favour of the person to whom the
share is sold or disposed of.
(2) Upon the execution of the transfer, the transferee shall be registered
as the holder of the share and is not bound to see to the application
of any money paid as consideration.
(3) The title of the transferee to the share is not affected by any
irregularity or invalidity in
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connection with the forfeiture, sale or disposal of the share.
34. The provisions of these articles as to forfeiture apply in the case of non-
payment of any sum that, by the terms of issue of a share, becomes payable
at a fixed time, whether on account of the nominal value of the share or by
way of premium, as if that sum had been payable by virtue of a call duly
made and notified.
Conversion of Shares into Stock
-------------------------------
35. The Company may, by ordinary resolution, convert all or any of its shares
into stock and re-convert any stock into shares of any nominal value.
36. (1) Subject to sub-article (2), where shares have been converted into
stock, the provisions of these articles relating to the transfer of
shares apply, so far as they are capable of application, to the
transfer of the stock or of any part of the stock.
(2) The directors may fix the minimum amount of stock transferable and
restrict or forbid the transfer of fractions of that minimum, but the
minimum shall not exceed the aggregate of the nominal values of the
shares from which the stock arose.
37. (1) The holders of stock have, according to the amount of the stock held
by them, the same rights, privileges and advantages as regards
dividends, voting at meetings of the Company and other matters as they
would have if they held the shares from which the stock arose.
(2) No such privilege or advantage (except participation in the dividends
and profits of the Company and in the property of the Company on
winding up) shall be conferred by any amount of stock that would not,
if existing in shares, have conferred that privilege or advantage.
38. The provisions of these articles that are applicable to shares apply to
stock, and references in those provisions to share and shareholder shall be
read as including references to stock and stockholder, respectively.
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Alteration of Capital
---------------------
39. The Company may by ordinary resolution -
(a) increase its authorised share capital by the creation of new shares of
such amount as is specified in the resolution;
(b) consolidate and divide all or any of its authorised share capital into
shares of larger amounts than its existing shares;
(c) subdivide all or any of its shares into shares of smaller amount than
is fixed by the memorandum but so that in the subdivision the
proportion between the amount paid and the amount (if any) unpaid on
each such share of a smaller amount is the same as it was in the case
of the share from which the share of a smaller amount is derived; and
(d) cancel shares that, at the date of passing of the resolution, have not
been taken or agreed to be taken by any person and reduce its
authorised share capital by the amount of the shares so cancelled.
40. Unless otherwise provided by these articles or by the terms of issue, new
shares created upon an increase in the Company's authorised share capital
shall rank equally with and carry the same rights as the existing shares.
41. Subject to the Code, the Company may, by special resolution, reduce its
share capital, any capital redemption reserve fund or any share premium
account.
General Meetings
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42. The directors may whenever they think fit convene a general meeting.
43. (1) A notice of a general meeting shall specify the place, the day and the
hour of meeting and shall state the general nature of the business to
be transacted at the meeting.
(2) A general meeting, other than a meeting for the passing of a special
resolution, shall be convened by notice in writing of not less than 14
days or by shorter notice if it is so agreed -
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(a) in the case of a meeting convened as the annual general meeting -
by all the members entitled to attend and vote at the meeting; or
(b) in the case of any other meeting - by a majority in number of the
members having a right to attend and vote at the meeting, being
a majority that together hold not less than 95% in nominal value
of the shares giving a right to attend and vote.
44. The accidental omission to give notice of any general meeting to, or the
non-receipt of any such notice by, any person entitled to be so notified
shall not invalidate any resolution passed at that meeting.
45. (1) A resolution is a special resolution of the Company if -
(a) it is passed at a meeting of the Company, being a meeting of
which not less than 21 days' written notice specifying the
intention to propose the resolution as a special resolution has
been duly given; and
(b) it is passed at a meeting referred to in paragraph (a) by a
majority of not less than three quarters of such members of the
Company as, being entitled to do so, vote in person or by proxy
or attorney, at that meeting.
(2) A resolution is a special resolution of the holders of any class of
shares in the Company if -
(a) it is passed at a meeting of the holders of shares of that class,
being a meeting of which not less than 21 days' written notice
specifying the intention to propose the resolution as a special
resolution has been duly given; and
(b) it is passed at a meeting referred to in paragraph (a) by a
majority of not less than three quarters of such holders of
shares of that class as, being entitled to do so, vote in person
or by proxy or attorney, at that meeting.
(3) Notwithstanding the provisions of sub-article (1) or (2), if it is so
agreed by a majority in
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48. The chairman, if any, of the board of directors shall preside as chairman
at every general meeting of the Company, or if there is no such chairman,
or if he is not present within 15 minutes after the time appointed for the
holding of the meeting or is unwilling to act, the members present shall
elect one of their number to be chairman of the meeting.
49. The chairman's ruling on all matters relating to the order of business,
procedure and conduct of a general meeting shall be final and no motion of
dissent therefrom shall be accepted.
50. (1) The chairman may with the consent of any 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, but no business shall be
transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
(2) When a meeting is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of an original
meeting.
(3) Except as provided by sub-article (2), it is not necessary to give any
notice of any adjournment or of the business to be transacted at an
adjourned meeting.
51. (1) At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded -
(a) by the chairman;
(b) by at least 5 members present in person or by proxy or attorney;
(c) by a member or members present in person or by proxy or attorney
and representing not less than one-tenth of the total voting
rights of all the members having the right to vote at the
meeting; or
(d) by a member or members holding shares in the Company conferring a
right to vote at the meeting being shares on which an aggregate
sum has been paid up equal to not less than one-tenth of the
total sum paid up on all the shares conferring that right.
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(2) Unless a poll is so demanded, a declaration by the chairman that a
resolution has on a show of hands been carried or carried
unanimously, or by a particular majority, or lost, and an entry to
that effect in the book containing the minutes of the proceedings
of the Company, is conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour of or
against the resolution.
(3) The demand for a poll may be withdrawn.
(4) The demand of a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on
which a poll has been demanded.
52. (1) If a poll is duly demanded, it shall be taken in such manner and
(subject to sub-article (2)) either at once or after an interval or
adjournment or otherwise as the chairman directs, and the result of
the poll shall be the resolution of the meeting at which the poll
was demanded.
(2) A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith.
53. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place
or at which the poll is demanded shall be entitled to a second or casting
vote.
54. (1) Subject to sub-article (2), an entitlement to receive notice of
general meetings shall confer on members the right to attend and
vote thereat.
(2) Subject to any rights or restrictions for the time being attached
to any class or classes of shares -
(a) at meetings of members or classes of members each member
entitled to vote may vote in person or by proxy or attorney;
and
(b) on a show of hands every person present who is a member or a
representative of a member has one vote, and, subject to
paragraphs (c) and (d), on a poll every member present in
person or by proxy or
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attorney and every person present who is a representative of
a member has one vote for each share he holds or represents
as the case may be;
(c) where a member holds a partly paid share subscribed for as a
result of an offer of partly paid shares made pro-rata to
all shareholders, on a poll every such member present in
person or by proxy or attorney and every person present who
is a representative of such a member has one vote for each
such share held; and
(d) where a member holds a partly paid share subscribed for as a
result of an offer of partly paid shares made other than
pro-rata to all shareholders, on a poll every such member
present in person or by proxy or attorney and every person
present who is a representative of such a member has that
fraction of a vote for each such share held as equals the
fraction generated by dividing the total amount paid on the
share by the issue price of the share.
55. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy or by attorney, shall be accepted to the
exclusion of the votes of the other joint holders and, for this purpose,
seniority shall be determined by the order in which the names stand in the
register of members, but the other or others of the joint holders are
entitled to be present at general meetings.
56. If a member is of unsound mind or is a person whose person or estate is
liable to be dealt with in any way under the law relating to mental
health, his committee or trustee or such other person as properly has the
management of his estate may exercise any rights of the member in relation
to a general meeting as if the committee, trustee or other person were the
member.
57. A member is not entitled to vote at a general meeting unless all calls and
other sums presently payable by him in respect of shares in the Company
have been paid.
58 (1) An objection may be raised to the qualification of a voter only at
the meeting or adjourned meeting at which the vote objected to is
given or tendered.
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(2) Any such objection shall be referred to the chairman of the
meeting, whose decision is final.
(3) A vote not disallowed pursuant to such an objection is valid for
all purposes.
59. (1) An instrument appointing a proxy shall be in writing under the hand
of the appointer or of his attorney duly authorised in writing or,
if the appointer is a corporation, either under the seal of the
corporation or under the hand of an officer or attorney duly
authorised in writing.
(2) A proxy may but need not be a member.
(3) An instrument appointing a proxy may specify the manner in which
the proxy is to vote in respect of a particular resolution and,
where an instrument of proxy so provides, the proxy is not entitled
to vote on the resolution except as specified in the instrument.
(4) An instrument appointing a proxy shall, unless the instrument
expressly provides otherwise, be deemed to confer authority to
agree to a meeting being convened by shorter notice than is
required by the Code or by these articles and to a resolution being
proposed and passed as a special resolution at a meeting of which
less than 21 days' notice has been given and authority to demand or
join in demanding a poll.
(5) An instrument appointing a proxy shall be in the following form or
in a form that is as similar to the following form as the
circumstances allow or in such other common form as the directors
may from time to time prescribe or approve in particular cases:
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Appointment, Removal and Remuneration of Directors
--------------------------------------------------
62. (1) Until otherwise determined by the Company by ordinary resolution,
the number of the directors shall be not less than 3 nor more than
15.
(2) The Company may, by ordinary resolution, increase or reduce the
number of directors, and may also determine in what rotation the
increased or reduced number is to vacate office.
(3) A director is not required to have any share qualification.
63. (1) Subject to Articles 65, 66 and 85, at the annual general meeting of
the Company held in every year one-third of the directors for the
time being, or, if their number is not 3 or a multiple of 3, then
the number rounded down nearest one-third, shall retire from
office.
(2) The directors to retire at an annual general meeting are those who
have been longest in office since their last election, but, as
between persons who became directors on the same day, those to
retire shall (unless they otherwise agree among themselves) be
determined by lot.
(3) A director retiring under this Article or Article 65 shall be
eligible for re-election and shall act as a director throughout the
meeting at which he retires.
(4) No director (except a managing director) shall remain in office for
a period in excess of 3 years without submitting himself for re-
election.
64. (l) Subject as hereinafter provided the Company may, at the meeting at
which a director so retires, by ordinary resolution fill the
vacated office by electing a person to that office.
(2) If the vacated office is not so filled, the retiring director
shall, if offering himself for re-election and not being
disqualified under the Code or these articles from holding office
as a director, be deemed to have been re-elected unless at that
meeting -
21
(a) it is expressly resolved not to fill the vacated office; or
(b) a resolution for the re-election of that director is put and
lost.
(3) No person (not being a director retiring by rotation) shall be
eligible for election to the office of director at any general
meeting unless he or some other member intending to propose him
has, not less than thirty (30) Business days before the meeting,
left at the registered office of the Company a notice in writing
duly signed by such nominee consenting to nomination and signifying
his candidature or the intention of such member to propose him.
Notice of every candidature shall, not less than five (5) Business
days before the meeting at which an election is to take place, be
given to all members.
65. (1) The directors may at any time appoint any person to be a director,
either to fill a casual vacancy or as an addition to the existing
directors but so that the total number of directors does not at any
time exceed the number determined in accordance with these
articles.
(2) Any director so appointed holds office only until the next
following annual general meeting and is then eligible for re-
election but shall not be taken into account in determining the
directors who are to retire by rotation at that meeting.
66. (1) The Company may by ordinary resolution remove any director before
the expiration of his period of office, and may by ordinary
resolution and subject to these Articles appoint another person in
his stead.
(2) Any person so appointed is subject to retirement at the same time
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.
67. (1) The directors shall be paid by way of fees for their services such
aggregate sum as may be determined from time to time by the Company
in general meeting and that sum shall be divided amongst the
directors in such proportions and manner as they shall from time to
time agree or in default of agreement equally. The fees
22
payable by the Company to directors other than executive directors
shall not be by way of commission on or a percentage of profits or
turnover. The aggregate sum of the directors fees shall not be
increased except with the prior approval of the Company in general
meeting and notice of any proposed increase and the new maximum
aggregate sum that may be paid shall be given to members in the
notice convening the meeting.
(2) All directors' fees shall be deemed to accrue from day to day.
(3) The directors may also be paid all travelling, accommodation and
other expenses properly incurred by them in attending and returning
from meetings of the directors or any committee of the directors or
general meetings of the Company or otherwise in connection with the
exercise of their powers and the discharge of their duties or the
business of the Company.
(4) If any director, being willing, renders or is called upon to
perform extra services or to make any special exertions in going or
residing abroad or otherwise for any business or purposes of the
Company, the directors may arrange with that director for a special
remuneration by the payment of a stated sum of money and that
special remuneration may be either in addition to or in
substitution for his share in the remuneration provided in these
articles.
68. In addition to any other remuneration otherwise provided by these
articles, on or after a director, who is not engaged in the full time
employment of the Company or of a subsidiary of the Company, ceasing to
hold office by reason of death or otherwise howsoever the directors shall
have power to pay to him, or in case of his death to his widow, dependents
or legal personal representatives in respect of him, such sum as the
directors shall think fit but in any event not exceeding the sum permitted
by section 233 of the Code, and any such payments may be in the form of a
lump sum or be paid by instalments.
69. In addition to the circumstances in which the office of a director becomes
vacant by virtue of the Code, the office of a director becomes vacant if
the director -
(a) becomes an insolvent under administration;
23
(b) becomes prohibited from being a director by reason of an order made
under the Code;
(c) becomes of unsound mind or a person whose person or estate is
liable to be dealt with in any way under the law relating to mental
health;
(d) resigns his office by notice in writing to the Company;
(e) is absent without the consent of the directors from meetings of the
directors held during a continuous period of 6 months and the board
resolves that his office be vacated; or
(f) reaches age 72.
Powers and Duties of Directors
------------------------------
70. (1) Subject to the Code and to any other provision of these articles,
the business of the Company shall be managed by the directors, who
may exercise all such powers of the Company as are not, by the Code
or by these articles, required to be exercised by the Company in
general meeting.
(2) Without limiting the generality of sub-article (1), the directors
may exercise all the powers of the Company to borrow or raise or
secure the payment of money, to charge any property or business of
the Company or all or any of its uncalled capital and to issue
debentures or give any other security for a debt, liability or
obligation of the Company or of any other person.
71. (1) The directors may, by power of attorney, appoint any person or
persons to be the attorney or attorneys of the Company for such
purposes, with such powers, authorities and discretions (being
powers, authorities and discretions vested in or exercisable by the
directors), for such period and subject to such conditions as they
think fit.
(2) Any such power of attorney may contain such provisions for the
protection and convenience of persons dealing with the attorney as
the directors think fit and may also authorise the attorney to
delegate all or any of the powers, authorities and discretions
vested in him.
24
72. All cheques, promissory notes, bankers drafts, bills of exchange and other
negotiable instruments, and all receipts for money paid to the Company,
shall be signed, drawn, accepted, endorsed or otherwise executed, as the
case may be, by any 2 directors or in such other manner as the directors
shall from time to time by resolution determine.
73. If the directors or any of them or any other person becomes or is about to
become personally liable for the payment of any sum primarily due from the
Company, the directors may execute or cause to be executed any mortgage,
charge or security over or affecting the whole or any part of the assets
of the Company by way of indemnity to secure the directors or persons so
becoming liable from any loss in respect of such liability.
74. (1) The directors shall cause minutes of all proceedings of general
meetings and of meetings of the directors to be entered, within one
month after the relevant meeting is held, in books kept for that
purpose.
(2) Except in the case of documents that are deemed to constitute
minutes by virtue of Article 83, those minutes shall be signed by
the chairman of the meeting at which the proceedings took place or
by the chairman of the next succeeding meeting.
Disposal of Main Undertaking
----------------------------
75. The directors shall not authorise a sale or disposal of, or an agreement
to sell or dispose of, the Company's main undertaking unless the Company
has by ordinary resolution authorised the sale or disposal or unless the
sale or disposal, or the agreement, is subject to ratification by the
Company by ordinary resolution.
Proceedings of Directors
------------------------
76. (1) The directors may meet together for the despatch of business and
adjourn and otherwise regulate their meetings as they think fit.
(2) At a meeting of directors, the number of directors whose presence
is necessary to constitute a quorum is such number as is determined
by the directors and, unless so determined, is 2.
25
(3) A director may at any time, and a secretary shall on the
requisition of a director, convene a meeting of the directors,
(4) Without limiting the discretion of the directors to regulate their
meetings under sub-article (1), the directors may, if they think
fit, confer by radio, telephone closed circuit television or other
electronic means of audio or audio-visual communication and a
resolution passed by such a conference shall, notwithstanding the
directors are not present together in one place at the time of the
conference, be deemed to have been passed at a meeting of the
directors held on the day on which and at the time at which the
conference was held. The provisions of these articles relating to
proceedings of directors apply so far as they are capable of
application and mutatis mutandis to such conferences.
77. (1) Subject to these articles, questions arising at a meeting of
directors shall be decided by a majority of votes of directors
present and voting and any such decision shall for all purposes be
deemed a decision of the directors.
(2) In case of an equality of votes, the chairman of the meeting, in
addition to his deliberative vote, has a casting vote unless only 2
directors are present at the meeting or only 2 directors are
competent to vote on the question at issue, in either of which
cases the chairman shall not have a casting vote in addition to his
deliberative vote.
78. (1) A director may hold any other office or place of profit (except
that of auditor) in the Company in conjunction with the office of
director and on such terms as to remuneration and otherwise as the
directors may determine.
(2) A director of the Company may be or become a director or other
officer of or otherwise interested in any corporation promoted by
the Company or in which the Company may be interested as a
shareholder or otherwise and he shall not be accountable to the
Company for any remuneration or other benefits received by him as a
director or officer of or from his interest in the other
corporation.
(3) Subject to sub-article (6) -
26
(a) a director shall not be disqualified by his office from
contracting with the Company either as vendor, purchaser or
otherwise;
(b) such a contract, and any contract or arrangement entered
into by or on behalf of the Company in which a director is
in any way, whether directly or indirectly, interested,
shall not be avoided; and
(c) a director shall not be liable, by reason of holding his
office or of the fiduciary relations thereby established, to
account to the Company for any profit arising from such a
contract or from such contracts or arrangements.
(4) A director shall not vote in respect of any contract or arrangement
or proposed contract or arrangement in which he has, whether
directly or indirectly a material interest nor in respect of any
matter arising out of such a contract or arrangement or proposed
contract or arrangement.
(5) Notwithstanding sub-article (4), a director may sign or countersign
a contract or other document to which the seal is affixed and in
which he has, whether directly or indirectly, a material interest.
(6) A director who has, whether directly or indirectly, an interest in
a contract or proposed contract with the Company shall declare the
nature of his interest at a meeting of the directors, and a
director who holds any office or possesses any property whereby,
whether directly or indirectly, duties or interests might be
created in conflict with his duties or interests as director shall
declare at a meeting of the directors the fact and the nature,
character and extent of the conflict.
79. (1) A director may, with the approval of a majority of the other
directors, appoint a person (whether a member of the Company or
not) to be an alternate director in his place during such period as
he thinks fit.
(2) An alternate director is entitled to notice of meetings of the
directors and, if the appointor is not present at such a meeting,
is entitled to attend and vote in his stead.
27
(3) An alternate director may exercise any powers that the appointor
may exercise and the exercise of any such power by the alternate
director shall be deemed to be the exercise of the power by the
appointor.
(4) An alternate director is not required to have any share
qualification.
(5) The appointment of an alternate director may be terminated at any
time by the appointor notwithstanding that the period of the
appointment of the alternate director has not expired, and
terminates in any event if the appointor vacates office as a
director.
(6) An appointment, or the termination of an appointment, of an
alternate director shall be effected by a notice in writing signed
by the director who makes or made the appointment and served on the
Company.
80. In the event of a vacancy or vacancies in the office of a director or
offices of directors, the remaining directors may act but, if the number
of remaining directors is not sufficient to constitute a quorum at a
meeting of directors, they may act only for the purposes of increasing the
number of directors to that number or of convening a general meeting of
the Company or in emergencies but not for any other purpose.
81. The directors may elect a chairman of their meetings and a deputy chairman
and determine the periods for which they are respectively to hold office.
The chairman or in his absence the deputy chairman shall preside at every
meeting of the directors but if at the time of any meeting no such
chairman or deputy chairman has been elected and is in office or if at any
meeting neither the chairman nor deputy chairman is present within fifteen
minutes of the time appointed for holding it the directors present shall
choose someone of their number to be chairman of such meeting.
82. (1) The directors may delegate any of their powers to a committee or
committees consisting of such of their number as they think fit.
Such a committee or committees may consist of only one director.
(2) A committee to which any powers have been so delegated shall
exercise the powers delegated in accordance with any directions of
the directors and a power so exercised shall be deemed to have been
exercised by the directors.
28
(3) The members of such a committee may elect one of their number as
chairman of their meetings.
(4) Where such a meeting is held and -
(a) a chairman has not been elected as provided by sub-article
(3); or
(b) the chairman is not present within 10 minutes after the time
appointed for the holding of the meeting or is unwilling to
act,
the members present may elect one of their number to be chairman of
the meeting.
(5) A committee may meet and adjourn as it thinks proper.
(6) Questions arising at a meeting of a committee shall be determined
by a majority of votes of the members present and voting.
(7) In the case of an equality of votes, the chairman, in addition to
his deliberative vote, has a casting vote.
83. (1) If all the directors have signed a document containing a statement
that they are in favour of a resolution of the directors in the
terms set out in the document, a resolution in those terms shall be
deemed to have been passed at a meeting of the directors held on
the day on which the document was signed and at the time at which
the document was last signed by a director or, if the directors
signed the document on different days, on the day on which, and at
the time at which, the document was last signed by a director and,
where a document is so signed, the document shall be deemed to
constitute a minute of that meeting.
(2) For the purposes of sub-article (1), 2 or more separate documents
containing statements in identical terms each of which is signed by
one or more directors shall together be deemed to constitute one
document containing a statement in those terms signed by those
directors on the respective days on which they signed the separate
documents.
(3) A reference in sub-article (1) to all the directors does not
include a reference to a director who, at a meeting of directors,
would not be entitled to vote on the resolution, or a
29
reference to an alternate director whose appointor has signed the
document mentioned in sub-article (1).
84. All acts done by any meeting of the directors or of a committee of
directors or by any person acting as a director are, notwithstanding that
it is afterwards discovered that there was some defect in the appointment
of a person to be a director or a member of the committee, or to act as a
director, or that a person so appointed was disqualified, as valid as if
the person had been duly appointed and was qualified to be a director or
to be a member of the committee.
Managing Directors
------------------
85. (1) The directors may from time to time appoint one or more of their
number to be managing director or managing directors for such
period and on such terms as they think fit, and, subject to the
terms of any agreement entered into in a particular case, may
revoke any such appointment.
(2) A managing director's appointment automatically terminates if he
ceases from any cause to be a director.
(3) A managing director appointed under this Article shall not, while
he continues to hold that office, be subject to retirement by
rotation or be taken into account in determining the rotation of
directors; but he shall subject to the provisions of any contract
between him and the Company be subject to the same provisions as to
resignation and removal as the other directors of the Company.
86. A managing director shall, subject to the terms of any agreement entered
into in a particular case, receive such remuneration (whether by way of
salary, bonus, commission or participation in profits, or partly in one
way and partly in another) as the directors determine provided that the
said remuneration shall not be by way of commission on or percentage of
turnover.
87. (1) The directors may, upon such terms and conditions and with such
restrictions as they think fit, confer upon a managing director any
of the powers exercisable by them.
30
(2) Any powers so conferred may be concurrent with the powers of the
directors.
(3) The directors may at any time withdraw or vary any of the powers so
conferred on a managing director.
Secretary
---------
88. (1) The directors shall appoint at least one secretary of the Company
and may terminate any such appointment or appointments.
(2) A secretary of the Company holds office on such terms and
conditions, as to remuneration and otherwise, as the directors
determine.
Seal
----
89. (1) The directors shall provide for the safe custody of the seal.
(2) The seal may be used in any place where the Company carries on
business.
(3) The seal shall be used only by the authority of the directors, or
of a committee of the directors authorised by the directors to
authorise the use of the seal, and every document to which the seal
is affixed shall be signed by a director and be countersigned by
another director, a secretary or another person appointed by the
directors to countersign that document or a class of documents in
which that document is included.
(4) The Company may have for use outside the State in place of its
common seal one or more official seals, each of which shall be a
facsimile of the common seal of the Company with the addition on
its face of the name of every place where it is to be used.
(5) The Company may have a duplicate common seal, which shall be a
facsimile of the common seal of the Company with the addition on
its face of the words "Share Seal" or "Certificate Seal" and a
certificate referring to or relating to securities of the Company
sealed with such a duplicate seal shall be deemed to be sealed with
the common seal of the Company.
31
(6) Certificates referring to or relating to securities of the Company
may be issued bearing a printed impression of the duplicate common
seal referred to in sub-article (5) together with printed
impressions of the signature of a director and the countersignature
of another director, a secretary or another person appointed by the
directors to countersign such certificates, and such certificate
shall be deemed to be sealed with the common seal of the Company.
Inspection of Records
---------------------
90. The directors shall determine whether and to what extent, and at what time
and places and under what conditions, the accounting records and other
documents of the Company or any of them will be open to the inspection of
members other than directors, and a member other than a director does not
have the right to inspect any document of the Company except as provided
by law or authorised by the directors or by the Company in general
meeting.
Dividends and Reserves
----------------------
91. (1) The Company in general meeting may declare a dividend if, and only
if, the directors have recommended a dividend.
(2) A dividend shall not exceed the amount recommended by the
directors.
92. The directors may authorise the payment by the Company to the members of
such interim dividends as appear to the directors to be justified by the
profits of the Company.
93. No dividend shall be payable except out of profits or pursuant to section
119 of the Code.
94. Interest is not payable by the Company in respect of any dividend.
95. (1) The directors may, before recommending any dividend, set aside out
of the profits of the Company such sums as they think proper as
reserves, to be applied, at the discretion of the directors, for
any purpose for which the profits of the Company may be properly
applied.
32
(2) Pending any such application, the reserves may, at the discretion
of the directors, be used in the business of the Company or be
invested in such investments as the directors think fit.
(3) The directors may carry forward so much of the profits remaining as
they consider ought not to be distributed as dividends without
transferring those profits to a reserve.
96. (1) Subject to the rights of persons (if any) entitled to shares with
special rights as to dividend, all dividends shall be declared and
paid according to the amounts paid or credited as paid on the
shares in respect of which the dividend is paid.
(2) All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion
or portions of the period in respect of which the dividend is paid,
but, if any share is issued on terms providing that it will rank
for dividend as from a particular date, that share ranks for
dividend accordingly.
(3) An amount paid or credited as paid on a share in advance of a call
shall not be taken for the purposes of this Article to be paid or
credited as paid on the share.
97. The directors may deduct from any dividend payable to a member all sums of
money (if any) presently payable by him to the Company on account of calls
or otherwise in relation to shares in the Company.
98. (1) Any general meeting declaring a dividend may, by ordinary resolution,
direct payment of a dividend wholly or partly by the distribution of
specific assets, including paid up shares in, or debentures of, any
other corporation, and the directors shall give effect to such a
resolution.
(2) Where a difficulty arises in regard to such a distribution, the
directors may settle the matter as they consider expedient and fix
the value for distribution of the specific assets or any part of
those assets and may determine that cash payments will be made to any
members on the basis of the value so fixed in order to adjust the
rights of all parties, and may vest any such specific assets in
trustees as the directors consider expedient.
33
(3) A share issued in pursuance of sub-article (1) shall unless
otherwise provided by the terms of issue only rank for dividend as
from the date of allotment thereof.
99. (1) Any dividend, interest or other money payable in cash in respect of
shares may be paid by cheque sent through the post directed to -
(a) the address of the holder as shown in the register of
members, or in the case of joint holders, to the address
shown in the register of members as the address of the joint
holder first named in that register; or
(b) to such other address as the holder or joint holders in
writing directs or direct.
(2) Any one of 2 or more joint holders may give effectual receipts for
any dividends or other money payable in respect of the shares held
by them as joint holders.
Capitalisation of Profits
-------------------------
100. (1) Subject to sub-article (2), the Company in general meeting may
resolve that it is desirable to capitalise any sum, being the whole
or a part of the amount for the time being standing to the credit
of any reserve account or the profit and loss account or otherwise
available for distribution to members, and that that sum be
applied, in any of the ways mentioned in sub-article (3), for the
benefit of members in the proportions to which those members would
have been entitled in a distribution of that sum by way of
dividend.
(2) The Company shall not pass a resolution as mentioned in sub-article
(1) unless the resolution has been recommended by the directors.
(3) The ways in which a sum may be applied for the benefit of members
under sub-article (1) are -
(a) in paying up any amounts unpaid on shares held by members;
(b) in paying up in full unissued shares or debentures to be
issued to members as fully paid; or
34
(c) partly as mentioned in paragraph (a) and partly as mentioned
in paragraph (b).
(4) The directors shall do all things necessary to give effect to the
resolution and in particular, to the extent necessary to adjust
the rights of the members among themselves, may -
(a) issue fractional certificates or make cash payments in cases
where shares or debentures become issuable in fractions; and
(b) authorise any person to make, on behalf of all the members
entitled to any further shares or debentures upon the
capitalisation, an agreement with the Company providing for
the issue to them, credited as fully paid up, of any such
further shares or debentures or for the payment up by the
Company on their behalf 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,
and any agreement made under an authority referred to in paragraph
(b) is effective and binding on all the members concerned.
101. The directors may in their discretion implement and maintain on such terms
and conditions as they may determine from time to time a dividend
reinvestment plan for cash dividends paid by the Company to be reinvested
by way of subscription for shares in the Company to be allotted by the
Company such shares to rank from the date of allotment equally in all
respects (including in respect of dividends for the period in which they
are allotted) with other such existing fully paid shares of the Company
and participation in the plan is to be available to such members of the
Company as wish to participate therein and are eligible to do so under the
terms and conditions of the plan. The directors may in their discretion
terminate any plan which may be in existence from time to time on
reasonable written notice to all members of the Company.
35
Notices
-------
102. (1) A notice may be given by the Company to any member either by
serving it on him personally or by sending it by post to him at his
address as shown in the register of members or the address supplied
by him to the Company for the giving of notices to him. In the case
of overseas shareholders, documents shall be forwarded by air.
(2) Where a notice is sent by post, service of the notice shall be
deemed to be effected by properly addressing, prepaying, and
posting a letter containing the notice, and to have been effected,
in the case of a notice of a meeting, on the day after the date of
its posting and, in any other case, at the time at which the letter
would be delivered in the ordinary course of post.
(3) A notice may be given by the Company to the joint holders of a
share by giving the notice to the joint holder first named in the
register of members in respect of the share.
(4) A notice may be given by the Company to a person entitled to a
share in consequence of the death or bankruptcy of a member by
serving it on him personally or by sending it to him by post
addressed to him by name, or by the title of representative of the
deceased or assignee of the bankrupt, or by any like description,
at the address (if any) within the State supplied for the purpose
by the person or, if such an address has not been supplied, at the
address to which the notice might have been sent if the death or
bankruptcy had not occurred.
103. (1) Notice of every general meeting shall be given in the manner
authorised by Article 101 to -
(a) every member;
(b) every person entitled to a share in consequence of the death
or bankruptcy of a member who, but for his death or
bankruptcy, would be entitled to receive notice of the
meeting; and
(c) the auditor for the time being of the Company.
36
104. Every person who by operation of law or by transfer or otherwise becomes
entitled to any share shall be bound by every notice in respect of that
share which previously to his name and address being entered in the
register of members in respect of that share has been duly given to the
member from whom he derived his title to that share.
Winding Up
----------
105. (1) If the Company is wound up, the liquidator may, with the sanction of
a special resolution, divide among the members in kind the whole or
any part of the property of the Company and may for that purpose set
such value as he considers fair upon any property to be so divided
and may determine how the division is to be carried out as between
the members or different classes of members.
(2) The liquidator may, with the sanction of a special resolution, vest
the whole or any part of any such property in trustees upon such
trusts for the benefit of the contributories as the liquidator thinks
fit, but so that no member is compelled to accept any shares or other
securities in respect of which there is any liability.
(3) If an order is made for the winding up of the Company or if it is
resolved by special resolution of the members in general meeting to
wind up the Company within twelve (12) months of the shares of the
Company being quoted for the first time on the home exchange, shares
issued for cash to members of the public shall rank in priority to
share capital (if any) classified by the home exchange as "vendor
securities".
Indemnity
---------
106. Every officer, auditor or agent of the Company shall be indemnified out of
the property of the Company against any liability incurred by him in his
capacity as officer, auditor or agent in defending any proceedings,
whether civil or criminal, in which judgment is given in his favour or in
which he is acquitted or in connection with any application in relation to
any such proceedings in which relief is under the Code granted to him by
the Court.
37
107. No auditor or director or other officer of the Company shall be liable
for -
(l) the acts, receipts, neglects or defaults of any other director or
officer;
(2) joining in any receipt or other act for conformity;
(3) any loss or expense happening to the Company through the
insufficiency or deficiency of title to any property acquired by
order of the directors or on behalf of the Company;
(4) the insufficiency or deficiency of any security in or upon which any
of the moneys of the Company shall be invested;
(5) any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person with whom any moneys, securities or
effects shall be deposited;
(6) any loss occasioned by any error of judgment, omission or oversight
on his part; or
(7) any other loss, damage or misfortune whatever which shall happen in
relation thereto,
unless the same happen through his own negligence, default, breach of
duty or breach of trust.
Members Not Entitled to Discovery
---------------------------------
108. No member shall be entitled to require discovery of or any information
respecting any detail of the Company's trading, or any matter which is or
may be in the nature of a trade secret, mystery of trade, or secret
process which may relate to the conduct of the business of the Company if,
in the opinion of the directors, it would be contrary to the interests of
the members of the Company to communicate such information.
I hereby certify that the Articles of Association contained in the foregoing
pages 1 to 37 inclusive comprise the Articles of Association of THE GALORE GROUP
----------------
LIMITED adopted by special Resolution passed on March, 1987.
- -------
/s/ Signature appears here
--------------------------
Director
agent number (02)644-4177 ----------------------------
agent name DAVID M. GLASER
address 327 Chisholm Road
AUBURN NSW 2144
telephone (02)644-4177
facsimile (02)644-9828 ----------------------------
DX
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Australian Securities Commission form 205
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Notification of Corporations Law
RESOLUTION 256(1)
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company name: THE GALORE GROUP LIMITED
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A.C.N.: 008 577 759
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SUBJECT OF RESOLUTION
176(1) alteration to Articles of Association (K) REFER ANNEXURE A
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DETAILS OF THE GENERAL MEETING
date (d/m/y): 28/11/1995
place of meeting: 327 Chisholm Road, Auburn
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DETAILS OF THE RESOLUTION
type of resolution: Special
result: Passed
=================
SIGNATURE
Name: DAVID MAURICE GLASER
Capacity: Secretary
Sign Here: /s/ David Maurice Galser Date: 28/11/1995
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page 1
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THIS ANNEXURE A OF 1 PAGE REFERRED TO
INFORM 205 "NOTIFICATION OF RESOLUTION"
THE GALORE GROUP LIMITED ACN 008 577 759
Resolution Signed:/s/ David Maurice Glaser DATE: 28/11/95
To consider and, if thought fit, to pass the following resolution as a special
resolution:
"That the Articles of Association of the company be amended by inserting
the following Article as a new Article 9A:
'(a) The company may buy shares in itself in any manner permitted by the
Corporations Law,
(b) Unless Article 9A(c) applies, Article 9A(a) ceases to have effect at
the end of 3 years beginning on the date that this Article was
inserted in the Articles of Association of the company.
(c) If the Corporations Law ceases to:
(1) require that a buy-back authorisation be contained in a
company's Articles as a condition of the company being able to
buy back its ordinary shares; or
(2) provide that a buy-back authorisation in a company's Articles
ceases to have effect unless renewed,
then Article 9Ab) ceases to have effect'."
Explanatory memorandum
The Corporations Law contains provisions giving a company the ability to buy
back its own shares. In order for a company to take advantage of the new
provisions the Corporations Law requires the Articles of Association of the
company to contain an appropriate authorisation to that effect. The proposed
special resolution which inserts a new Article 9A into the Articles of
Association of the company will provide such an authorisation.
In essence the buy-back provisions of the Corporations Law aim to ensure that
the ability of a company to buy back shares is not misused and that the
approval of shareholders is obtained where appropriate. The consequences of the
amendment to the Articles is that the company will be permitted to buy back
ordinary shares in itself in certain circumstances and subject to certain
conditions as provided under the Corporations Law.
The reason for proposing the special resolution is to enable the company to take
advantage of future opportunities to purchase shares in itself within the
guidelines of the Corporations Law.
The advantage for the company, the directors and the shareholders in adopting
the new article 9A is that it will give the company greater flexibility in
structuring its capital base to take account of its changing circumstances and
requirements in the future. There do not appear to be any potential
disadvantages in adopting the new article 9A.
THE GALORE GROUP LIMITED Passed by Special Resolution At
------------------------ The AGM Held on 24/11/94 Page 1 of 1
ACN 008 577 759
--------------- Annexure A
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ALTERATION TO ARTICLES OF ASSOCIATION
-------------------------------------
To consider and, if thought fit, to pass the following resolution as a special
resolution:
"That the Articles of Association of the Company are amended by:
(a) deleting Article 78(4) and replacing it with the following new Article
78(4):
"Except as permitted by law or the Listing Rules of the
Australian Stock Exchange Limited prevailing for the time being
to the extent applicable or by Article 107, a director who has a
material personal interest in a matter that is being considered
at a meeting of directors must not vote on the matter, nor be
present at, nor otherwise participate in, the meeting while the
matter is being considered at the meeting.";
(b) deleting Articles 106 and 107 and replacing them with the following new
Articles:
"106. Articles 106A and 106B apply:
(a) to each person who is or has been a director, alternate
director or executive officer (as defined in the
Corporations Law) of the company; and
(b) to such other officers or former officers or the company
or of its related bodies corporate as the directors in
each case determine.
106A. The Company must indemnify, on a full indemnity basis and to
the full extent permitted by law, each person to whom this
Article 106A applies for all losses or liabilities incurred by
the person as an officer of the company or of a related body
corporate including, but not limited to, a liability for
negligence or for reasonable costs and expenses incurred:
(a) in defending proceedings, whether civil or criminal, in
which judgment is given in favour of the person or in
which the person is acquitted; or
(b) in connection with an application in relation to such
proceedings, in which the Court grants relief to the
person under the Corporations Law.
106B. The Company may, to the extent permitted by law:
(a) purchase and maintain insurance; or
(b) pay or agree to pay a premium for instance,
for any person to whom this Article 106B applies against any
liability incurred by the person as an officer of the Company
or of a related body corporate including, but not limited to, a
liability for negligence or for reasonable costs and expenses
incurred in defending proceedings, whether civil or criminal
and whatever their outcome.
107. Subject to section 232A of the Corporations Law, a director may
be present at a meeting of the directors of the Company while a
matter relating to an existing or proposed contract of
insurance of a kind permitted by Article 106B is being
considered and may vote on the matter and on a resolution in
relation to it notwithstanding that the director may have an
interest in or benefit under the insurance contract."
THIS IS ANNEXURE A OF ONE PAGE REFERRED TO IN
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FORM 205 "NOTIFICATION OF RESOLUTION"
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SIGNED: /s/ David Maurice Glaser
AUSTRALIAN CAPITAL TERRITORY
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Companies Ordinance 1962
A Company Limited by Shares
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MEMORANDUM OF ASSOCIATION
of
SUNBO PTY. LIMITED
The name of the Company is Sunbo Pty. Limited.
The provisions of the Third Schedule to the Companies Ordinance 1962 (as
amended) are hereby excluded.
The objects for which the Company is formed are:
(a) To invest whether by purchase or subscription or otherwise in real or
personal property of any tenure or shares stock debentures or units in
any company or trust whatsoever or in any interest therein whatsoever.
(b) To supply all or any of the following services:
(i) financial services
(ii) use by lease licence or otherwise or shops offices factories
homes home units or any other reals estate whatsoever
(iii) technical and expert services of any nature whatsoever including
but not limited to secretarial, bookkeeping, insurance broking, or
building consultancy services.
(c) To carry on business as a merchant, shopkeeper, exporter, trader,
importer or dealer in or manufacturer or producer of raw processed or
manufactured goods materials or products of any description whatsoever.
(d) To conduct hotels, motels, restaurants, cafes, kiosks, services stations
or garages.
(e) To buy, apply for, lease, give or accept options over, acquire by
licence or hire and to develop, manage, sell, exchange, let on lease,
licence or hire, and otherwise deal with property, and in particular:-
(i) Shares stock bonds debentures notes and securities of any
company government or local authority
(ii) Lands buildings easements and all other rights in respect of
real estate
(iii) Personal property chattels real or personal choices in action
book debts liabilities
(iv) Patent rights inventions copyrights designs charters trade marks
formulae; licences franchises and concessions.
(f) To build repair alter maintain and/or manage buildings wharves roads
plant machinery equipment and furnishings.
(g) To pay for the acquisition of any rights or property or services by
inter alia the issue of shares (fully or partly paid up) debentures or
other securities of this or of any other company or by cash instalments
of cash or any other form of consideration.
(h) To sell the undertaking and/or any or all of the assets of the Company
in return for:-
(i) Cash,
(ii) Instalments of cash,
(iii) Shares or debentures of any other company,
(iv) Real or personal property or any interest therein,
(v) Guarantees liens charges or other securities over the assets of
any other company or person.
(i) To pay costs and expenses preliminary and/or incidental to the
promotion establishment and incorporation of the Company, and to
reimburse and indemnify persons who have advanced or paid money
for those purposes.
(j) To make gifts of property whether real or personal for any
purpose and to any person firm or corporation whatsoever.
(k) To carry on any of the businesses or act in the respective
capacities specified herein for or on behalf of or as trustee for
others.
(1) Subject to section 125 of the Ordinance to lend money with or
without accepting security for loans.
(m) To receive money on deposit and/or to borrow money.
(n) To guarantee and/or indemnify the contracts or liabilities of
others.
(o) To furnish security by way of mortgage debentures lien charges or
other hypothecation of the Company's rights and property
including uncalled capital.
(p) To draw issue accept endorse execute discount and negotiate
negotiable and/or transferable instruments.
(q) To enter into partnership or other arrangements for profit-
sharing with any person or company engaged in any business which
this Company is authorised to carry on.
(r) To grant pensions retiring allowances super- annuation benefits
long-serve leave and general benefits to employees and Directors
(past and present) of the Company or of subsidiary, holding, or
related companies, or of its predecessors in business by:-
(i) Grants of money insurance or other aid to them and
their dependents and connections,
(ii) Establishing and/or subsidising funds and trusts,
(iii) Medical educational housing recreational and other
amenities.
(s) To promote Companies for any purpose.
(t) To appoint attorneys, agents, brokers or trustees on such
conditions (including remuneration) as the Company shall
determine.
(u) To distribute in specie any of the assets of the Company provided
that if a reduction of capital is involved thereby then section
64 of the Ordinance shall be complied with.
(v) To procure registration as a foreign and/or recognised company
and/or to establish agencies branch registers and local boards
anywhere in the world.
AND IT IS HEREBY DECLARED that the objects specified in each of the
-------------------------
paragraphs of this clause shall be regarded as independent objects,
and accordingly shall not be limited or restricted by reference to or
inference from the terms of any other objects but may be carried out
in the widest sense and no objects herein specified shall be deemed
subsidiary or ancilliary to any other object.
4. The liability of the members of the Company is limited.
5. The capital of the Company is One hundred thousand dollars ($100,000)
divided into One hundred thousand (100,000) shares of One dollar
($1.00) each with power for the Company to increase or reduce the said
capital. The shares in the capital for the time being whether
original or increased may be divided into several classes with any
preferential special qualified or deferred rights privileges or
conditions attached thereto.
6. The full names and addresses and occupations of the subscribers to the
Memorandum of Association of the Company and the number of shares they
respectively agree to take are as follows:-
Name, Address and Occupation Number of Shares
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Ydeet Winter-Irving One (1) Ordinary
6 Supply Place Share
RED HILL ACT
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Solicitor
Christopher Tyrrel One (1) Ordinary
59 McNicoll Street Share
HUGHES ACT
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Solicitor
WE, the several persons whose names and addresses are subscribed hereto are
desirous of being formed into a Company in pursuant of this Memorandum of
Association and we agree to take the number of shares in the capital of the
Company set out opposite our respective names.
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Names, Addresses and No. of Shares Witness to
Occupations of taken by each Signatures
Subscribers Subscriber
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Ydeet Winter-Irving One (1) Susan G. Page,
6 Supply Place Ordinary 21 Batchelor Street,
RED HILL ACT Share TORRENS. A.C.T.
Solicitor Secretary
Christopher Tyrrell One (1) Susan G. Page,
59 McNicoll Street Ordinary 21 Batchelor Street,
HUGHES ACT Share TORRENS. A.C.T.
Solicitor Secretary
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DATED: this third day of June , 1982
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---- AUSTRALIAN CAPITAL TERRITORY ----
Companies Act 1981
Companies Form 27
[Sub-section 72(9)]
NATIONAL COMPANIES AND SECURITIES COMMISSION
Registered No.
CL 19011
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CERTIFICATION OF INCORPORATION ON
CHANGE OF NAME OF COMPANY
This is to certify that BARBEQUES GALORE HOLDINGS LIMITED ORIGINALLY CALLED
SUNBO PTY. LIMITED AND FORMERLY NAMED BARBECUES GALORE HOLDINGS PTY. LIMITED
which was on the SIXTEENTH day of JUNE 1982
incorporated under COMPANIES ORDINANCE as a PROPRIETARY
1962
company, on the TWENTY-THIRD day of MARCH 1987
changed its name to THE GALORE GROUP LIMITED
and that the company is a PUBLIC company,
and is a company limited by shares.
Given under the seal of the National Companies and Securities Commission at
Canberra on this TWENTY-THIRD day of MARCH 1987
[LOGO OF NATIONAL COMPANIES AND SECURITIES COMMISSION APPEARS HERE]
[SIGNATURE APPEARS HERE]
A person authorised by the Corporate
Affairs Commission - Delegate of the
National Companies and Securities Commission.