THE COMPANIES ACTS 1985 AND 1989
A PUBLIC COMPANY LIMITED BY SHARES.
MEMORANDUM OF ASSOCIATION OF
REUTERS GROUP PLC
(as altered by special resolution passed on 12 December 1997)
1. The name of the Company is: REUTERS GROUP PLC(1).
2. The Company is to be a public company1.
3. The Registered Office of the Company will be situated in England and Wales.
4. The objects for which the Company is established are:-
(1) To acquire and hold, directly or indirectly, all or any part of the
issued share capital of Reuters Holdings PLC and generally to carry
on business as an investment holding company and for that purpose to
acquire and hold, either in the name of the Company or in that of
any nominee, shares, stocks, debentures, debenture stock, bonds,
notes, options, obligations and securities issued or guaranteed by
any company wherever incorporated or carrying on business and
debentures, debenture stock, bonds, notes, obligations and
securities issued or guaranteed by any government, sovereign ruler,
commissioners, public body or authority, supreme, dependent,
municipal, local or otherwise in any part of the world and to
exercise and enforce all rights and powers conferred by or incident
to the ownership of any such shares, stock, obligations or other
securities including without prejudice to the generality of the
foregoing all such powers of veto or control as may be conferred or
capable of exercise whether by virtue of the holding by the Company
of some special proportion of the issued or nominal amount thereof
or otherwise and to provide managerial and other executive,
supervisory and consultant services for or in relation to any
company in which the Company is interested upon such terms as may be
thought fit
(2) To carry on, acquire, obtain and supply wireless, telegraphic,
telephonic, telex or other news and intelligence, and to issue,
publish and circulate, and otherwise utilise, with a view to the
profit or advantage of the Company, the same news and intelligence
................................................................................
(1) By virtue of a special resolution passed on 12 December 1997 the name
was changed to "Reuters Group PLC" with effect from 12 December 1997,
Clause 2 was added and Clause 4 was inserted in place of the existing
Clause 4.
(3) To construct, purchase, hire or otherwise acquire or work, wireless
installations, satellites and other electronic equipment,
telegraphs, telex, telephones and other means of communications and
telecommunications
(4) To undertake and facilitate the collection and remittance of money,
securities and other valuables, merchandise and property in, to and
between any part or parts of the world, to grant and issue letters
of credit and circular notes, to receive deposits of money and
securities, to open credits and generally to utilise the means of
inter-communication possessed by the Company, for the purpose of
granting pecuniary, financial and commercial facilities, in and
between any part or parts of the world
(5) To carry on any other business of any nature whatsoever which may
seem to the Directors to be capable of being conveniently carried on
in connection or conjunction with any business of the Company herein
authorised or to be expedient with a view to rendering profitable or
more profitable any of the Company's assets or utilising its
know-how or expertise
(6) To subscribe, underwrite, purchase or otherwise acquire, and to
hold, dispose of, and deal with, any shares or other securities or
investments of any nature whatsoever, and any options or rights in
respect thereof, and to buy and sell foreign exchange
(7) To draw, make, accept, endorse, discount, negotiate, execute, and
issue, and to buy, sell and deal with bills of exchange, promissory
notes, and other negotiable or transferable instruments or
securities
(8) To purchase, or otherwise acquire for any estate or interest any
property or assets or any concessions, licences, grants, patents,
trade marks, copyrights or other exclusive or non-exclusive rights
of any kind and to develop and turn to account and deal with the
same in such manner as may be thought fit and to make experiments
and tests and to carry on all kinds of research work
(9) To build, construct, equip, execute, carry out, improve, work,
develop, administer, maintain, manage or control works, plants,
factories, wharves, jetties, roads, railways, warehouses, depots,
offices and other buildings, structures or facilities of all kinds,
whether for the purposes of the Company or for sale, letting or hire
to or in return for any consideration from any company, firm or
person, and to contribute to or assist in or carry out any part of
any such operation
(10) To amalgamate or enter into partnership or any joint venture or
profit sharing arrangement or other association with any company,
firm or person
(11) To purchase or otherwise acquire and undertake all or any part of
the business, property and liabilities of any company, firm or
2
person carrying on any business which the Company is authorised to
carry on or possessed of any property suitable for the purposes of
the Company
(12) To promote, or join in the promotion of, any company, whether or not
having objects similar to those of the Company
(13) To borrow and raise money and to secure or discharge any debts or
obligations of or binding on the Company or on any company which in
relation to the Company is a subsidiary or a holding company or
subsidiary of such holding company in such manner as may be thought
fit and in particular by mortgages and charges upon all or any part
of the undertaking, property and assets (present and future) and the
uncalled capital of the Company, or by the creation and issue of
debentures, debenture stock or other securities of any description
(14) To advance, lend or deposit money or give credit to or with any
company, firm or person on such terms as may be thought fit and with
or without security
(15) To guarantee or give indemnities or provide security, whether by
personal covenant or by mortgage or charge upon all or any part of
the undertaking, property and assets (present and future) and the
uncalled capital of the Company, or by all or any such methods, and
for the performance of any contracts or obligations, and the payment
of capital or principal (together with any premium) and dividends or
interest on any shares, debentures or other securities, of any
person, firm or company including (without limiting the generality
of the foregoing) any company which is for the time being a
subsidiary or a holding company of the Company or another subsidiary
of any such holding company or is associated with the Company in
business
(16) To enter into a Deed of Mutual Covenant with Reuters Founders Share
Company Limited and others, and thereafter to agree to and become a
party to such alterations of and additions to such Deed of Mutual
Covenant as may be made in accordance with its terms or as the
Company may thereafter think fit to approve, and to exercise and
enforce such powers and rights and to perform and to discharge such
obligations as shall be conferred or (as the case may be) imposed
upon the Company by such Deed of Mutual Covenant, whether in its
original form or with and subject to any such alterations and
additions as aforesaid
(17) To give guarantees and indemnities of all kinds, and to make
payments of all kinds, to or in favour of Reuters Founders Share
Company Limited and/or all or any one or more of its directors and
members for the time being
(18) To issue any securities which the Company has power to issue for any
other purpose by way of security or indemnity or in satisfaction of
any liability undertaken or agreed to be undertaken by the Company
3
and in relation to any issue by the Company or offer by the Company
or any other company, person or firm of securities of the Company to
enter into such arrangements for the underwriting thereof and in
connection therewith to give any undertaking, warranty or indemnity
(19) To sell, lease, grant licences, easements and other rights over, and
in any manner deal with or dispose of, the undertaking, property,
assets, rights and effects of the Company or any part thereof for
such consideration as may be though fit, and in particular for
shares or other securities, whether fully or partly paid up
(20) To procure the registration or incorporation of the Company in or
under the laws of any territory outside England
(21) To subscribe or guarantee money for any national, charitable,
benevolent, public, general or useful object, or for any purpose
which may be considered likely directly or indirectly to further the
interests of the Company or of its members
(22) To establish and maintain or contribute to any pension or
superannuation funds for the benefit or, and to give or procure the
giving of donations, gratuities, pensions, allowances or emoluments
to, any individuals who are or were at any time in the employment or
service of the Company or of any company which is its holding
company or is a subsidiary of the Company or any such holding
company or otherwise is allied to or associated with the Company, or
who are or were at any time directors or officers of the Company or
of any such other company, and the spouses, widows, widowers,
families and dependants of any such individuals; to establish and
subsidise or subscribe to any institutions, associations, clubs or
funds which may be considered likely to benefit any such other
company; and to make payments for or towards the insurance of any
such persons
(23) To establish and maintain, and to contribute to, any scheme for
encouraging or facilitating the holding of shares or debentures in
the Company by or for the benefit of its employees or former
employees, of those of its subsidiary or holding company or any
subsidiary of its holding company, or by or for the benefit of such
other persons as may for the time being be permitted by law, or any
scheme for sharing profits with its employees or those of its
subsidiary and/or associated companies, and (so far as for the time
being permitted by law) to lend money to the Company's employees
(other than directors) with a view to enabling them to acquire
shares in the Company or its holding company
(24) To distribute among members of the Company in specie or otherwise,
by way of dividend or bonus or by way of reduction of capital, all
or any of the property or assets of the Company, or any proceeds of
4
sale or other disposal of any property or assets of the Company,
with and subject to any incident authorised and consent required by
law
(25) (i) To purchase and maintain insurance for or for the benefit of any
persons who are or were at any time directors, officers or employees
or auditors of the Company, or of any other company which is its
holding company or in which the Company or such holding company or
any of the predecessors of the Company or of such holding company
has any interest whether direct or indirect or which is in any way
allied to or associated with the Company, or of any subsidiary
undertaking of the Company or of any such other company, or who are
or were at any time trustees of any pension fund in which any
employees of the Company or of any such other company or subsidiary
undertaking are interested, including (without prejudice to the
generality of the foregoing) insurance against any liability
incurred by such persons in respect of any act or omission in the
actual or purported execution and/or discharge of their duties
and/or in the exercise or purported exercise of their powers and/or
otherwise in relation to their duties, powers or offices in relation
to the Company or any such other company, subsidiary undertaking or
pension fund and (ii) to such extent as may be permitted by law
otherwise to indemnify or to exempt any such person against or from
any such liability; for the purposes of this clause "holding
company" and "subsidiary undertaking" shall have the same meanings
as in the Companies Act 1989
(26) To do all or any of the things and matters aforesaid anywhere and
either as principals, agents, contractors, trustees or otherwise,
and by or through trustees, agents, subsidiary companies or
otherwise, and either alone or in conjunction with others
(27) To do all such other things as may be considered to be incidental or
conducive to any of the above objects
And it is hereby declared that the objects of the Company as specified in each
of the foregoing paragraphs of this Clause (except only if and so far as
otherwise expressly provided in any paragraph) shall be separate and distinct
objects of the Company and shall not be in any way limited by reference to any
other paragraph or the order in which the same occur or the name of the Company.
5. The liability of the members is limited.
5
6. The share capital of the Company is (pound)100 divided into 100 shares
of (pound)1 each with power to increase or to divide the shares in the
capital of the Company for the time being into different classes having
such rights, privileges and restrictions as to voting or otherwise as
the Articles of Association may from time to time prescribe.(2)
................................................................................
(2) By virtue of an ordinary resolution passed on 2 December 1997 the 2
issued shares of (pound)1 each were subdivided into 8 ordinary shares of
25p each, the 98 unissued but authorised shares of (pound)1 each were
converted into redeemable preference shares of (pound)1 each and the
authorised share capital of the Company was increased to (pound)50,000
by the creation of 49,900 redeemable preference shares of (pound)1 each.
By virtue of a special resolution passed on 16 December 1997 (approved
by the shareholders of Reuters Holdings PLC on 19 January 1998) the
authorised capital of the Company was increased to (pound)525,000,001 by
the creation of 2,099,800,000 ordinary shares of 25 pence each and one
Founders Share of (pound)1.
The 49,998 redeemable preference shares of (pound)1 each were redeemed
on [ ] 1998 and by operation of the articles of association of the
Company were converted into 199,992 ordinary shares of 25 pence.
6
We, the persons whose names and addresses are subscribed hereafter are desirous
of being formed into a company in pursuance of this Memorandum and we
respectively agree to take the number of shares in the capital of the Company
set opposite our respective names.
Names, Addresses and Descriptions Number of Shares taken
of the Subscribers by each Subscriber
- ------------------ ------------------
Chettleburgh's Limited One Ordinary Share
By Robert Stephen Kelford
a duly authorised Officer
Temple House
20 Holywell Row
London EC2A 4JB
Company Registration Agents
Chettleburgh International Limited One Ordinary Share
By Robert Stephen Kelford
a duly authorised Officer
Temple House
20 Holywell Row
London EC2A 4JB
Anglo-Japanese Consultants
Total Shares Taken Two Ordinary Shares
Dated this 2nd day of December, 1996
Witness to the above signatures:
Roland John Chettleburgh
17 Downhall Close
Rayleigh
Essex
SS6 9LU
Company Registration Agent
7
No. 3296375
THE COMPANIES ACTS 1985 AND 1989
--------------------
A PUBLIC COMPANY LIMITED BY SHARES
--------------------
ARTICLES OF ASSOCIATION
OF
REUTERS GROUP PLC
-----------------------------
No. 3296375
THE COMPANIES ACTS 1985 AND 1989
--------------------
A PUBLIC COMPANY LIMITED BY SHARES
--------------------
ARTICLES OF ASSOCIATION
OF
REUTERS GROUP PLC
(adopted pursuant to a Special Resolution passed on 16 December 1997)
-----------------------------
TABLE OF CONTENTS
PRELIMINARY.................................................................................................1
1. Table A not to apply...............................................................................1
F.2 Definitions and Interpretation.....................................................................1
SHARE CAPITAL...............................................................................................5
3. ...................................................................................................5
(A) Amount of capital..................................................................................5
(B) Rights attaching to shares.........................................................................5
VARIATION OF RIGHTS.........................................................................................6
F.4 ...................................................................................................6
(A) Consents required for variation....................................................................6
(B) When shares not a separate class...................................................................7
F.5 Rights not varied by issue of further shares or permission of transfer of Uncertificated
Shares; exception for Founders Share...............................................................7
ALTERATION OF SHARE CAPITAL.................................................................................7
F.6 Company may increase capital; Founders Share Company consent required for creation of shares
with voting rights not identical to those of Ordinary Shares.......................................7
F.7 ...................................................................................................8
(A) Company may consolidate, cancel (other than the Founders Share) and subdivide shares...............8
(B) Fractional entitlements to shares..................................................................8
F.8 Company may purchase its own shares (other than the Founders Share)................................9
F.9 Company may reduce its capital - exception regarding the Founders Share............................9
SHARES ..................................................................................................10
i
F.10 ..................................................................................................10
(A) Company may issue shares with whatever rights or restrictions, but Founders Share Company
consent required for issue of shares not identical to Ordinary Shares.............................10
(B) Directors may issue shares, but Founders Share Company consent required for issue of shares
not identical to Ordinary Shares..................................................................10
11. ..................................................................................................10
(A) Section 80 authority for allotments of relevant securities........................................10
(B) Disapplication of Section 89(1) (pre-emption) to allotments under Section 80 authority............10
12. Company may pay commissions and brokerages........................................................12
13. Company may recognise renunciations of allotments.................................................12
14. Company not bound to recognise trusts of shares...................................................12
LIMITATION OF SHAREHOLDINGS................................................................................12
F.15 ..................................................................................................12
(A) Definitions and interpretation....................................................................12
(B) Part VI of the Act to apply, save as provided.....................................................13
(C) Service of Restriction Notice on Relevant Person..................................................14
(D) Disenfranchisement of shares under Restriction Notice.............................................15
(E) Directors' power to make Required Disposal........................................................15
(F) Manner of making Directors' Disposal..............................................................15
(G) Relevant shares of multiple holders or of certificated and Uncertificated Shares to be sold
pro rata in Directors' Disposal...................................................................15
(H) Transfers, certificates and disposal of sale proceeds in Directors' Disposal......................16
(I) Cesser of voting restrictions.....................................................................16
(J) Directors' resolution as to a person being Relevant Person conclusive.............................17
(K) Directors' resolution as to shares being shares of a Relevant Person conclusive...................17
ii
(L) Notices under Regulation F.15 to be in writing....................................................17
(M) No obligation to serve notice if address unknown..................................................17
(N) Regulations on notices to apply...................................................................17
(O) Service of notices on non-members.................................................................17
(P) Directors' decisions conclusive...................................................................18
(Q) Company register of share interests...............................................................18
(R) Directors to inform other Directors regarding Relevant Persons....................................18
(S) ADR Custodians and ADS holders....................................................................18
(T) Rights issues and limitation of shareholdings.....................................................19
(U) Underwriting of share issues and limitation of shareholdings......................................19
UNCERTIFICATED SHARES......................................................................................20
16. ..................................................................................................20
(A) Directors may permit shares to be a Participating Security........................................20
(B) Shares may be changed from uncertificated to certificated form and vice versa.....................20
(C) Uncertificated Shares are not a separate class....................................................20
(D) Disapplication of inconsistent Regulations........................................................20
POWER OF SALE OF UNCERTIFICATED SHARES.....................................................................20
F.17 Powers of Company in respect of procuring sales of Uncertificated Shares..........................21
THE FOUNDERS SHARE.........................................................................................21
F.18 ..................................................................................................21
(A) Founders Share may defeat resolution to vary or abrogate its rights...............................21
(B) Deemed variations or abrogations of Founders Share rights.........................................22
(C) Action without consent of Founders Share Company a deemed variation or abrogation.................22
F.19 ..................................................................................................22
iii
(A) Definition and interpretation as regards "Control" of Company.....................................22
(B) Directors to inform other Directors (and Directors to inform Founders Share Company) of
attempts to gain Control..........................................................................23
(C) Founders Share Control Notices....................................................................23
(D) Rescission of Founders Share Control Notice.......................................................23
(E) Voting rights of Founders Share whilst Founder Share Control Notice in force......................24
(F) Founders Share Company decisions conclusive.......................................................24
F.20 ..................................................................................................24
(A) Founders Share Company may requisition Extraordinary General Meetings.............................24
(B) Directors to convene requisitioned meeting and circulate any statement of the Founders Share
Company...........................................................................................25
(C) Founders Share Company may convene meeting if Directors in default................................25
(D) Founders Share Company may convene Extraordinary General Meetings while Founders Share
Control Notice in force...........................................................................26
F.21 Founders Share Company may receive notice of and attend and speak at General Meetings.............26
F.22 ..................................................................................................27
(A) Consultation between Directors and Reuter Trustees................................................27
(B) Reuter Trustees entitled to receive reports from and make representations to the Directors........27
F.23 ..................................................................................................27
(A) Company to reimburse Founders Share Company for expenses of Reuter Trustees.......................27
(B) Company to fund or procure company secretarial and administrative services for Founders Share
Company...........................................................................................28
SHARE CERTIFICATES.........................................................................................28
24. Contents of share certificates....................................................................28
iv
25. Certificates for joint holders....................................................................28
26. Entitlement of members holding Certificated Shares to share certificates..........................28
27. Entitlement to balancing certificates.............................................................28
28. ..................................................................................................28
(A) Entitlement to consolidating certificates.........................................................28
(B) Directors may issue split certificates............................................................29
(C) Replacement of damaged, lost or stolen certificates...............................................29
(D) Requests for replacement certificates for joint holders...........................................29
29. ..................................................................................................29
(A) Entitlement to certificate for shares changed to Certificated Shares..............................29
(B) No entitlement to certificate in respect of Uncertificated Shares.................................29
CALLS ON SHARES............................................................................................29
30. Directors may make calls for amounts unpaid on shares.............................................29
31. Obligation to pay calls...........................................................................30
32. Interest on unpaid calls..........................................................................30
33. Calls deemed to be made when so provided by terms of issue of shares..............................30
34. Directors' discretion as to amounts and times of calls on issue of shares.........................30
35. Directors may accept and pay interest on moneys in advance of calls...............................30
FORFEITURE AND LIEN........................................................................................31
36. Directors may serve payment notice in respect of unpaid calls.....................................31
37. Notice to provide for forfeiture of shares........................................................31
38. Forfeiture of shares..............................................................................31
39. Forfeited or surrendered share the property of the Company........................................31
40. Ex-member to remain liable for moneys unpaid on forfeited shares..................................31
v
41. Company to have lien on shares not fully paid.....................................................32
42. Company's power of sale under lien................................................................32
43. Application of sale proceeds......................................................................32
44. Title to shares sold under lien or after forfeiture...............................................32
TRANSFER OF SHARES.........................................................................................33
45. ..................................................................................................33
(A) Requirements as to form of transfers of Certificated Shares.......................................33
(B) Requirements as to transfers of Uncertificated Shares.............................................33
(C) Transferor to remain holder until transfer actually registered....................................33
46. Directors may suspend registration of transfers...................................................33
47. ..................................................................................................33
(A) Directors may refuse to register certain renunciations and transfers of Certificated Shares.......33
(B) Directors may refuse to register transfers of Certificated Shares of more than one class of
share, unstamped transfers or transfers unaccompanied by proof of transferor's title..............34
48. ..................................................................................................34
(A) Registration of transfers of Uncertificated Shares................................................34
(B) Directors to notify refusals to register transfers of Uncertificated Shares.......................34
49. Company may retain registered transfers...........................................................34
50. No fee for registration of transfers or related documents.........................................34
51. Company may destroy documents after certain periods...............................................35
TRANSMISSION OF SHARES.....................................................................................35
52. Personal representatives of deceased holders entitled to shares but liabilities of estate
continue..........................................................................................35
53. ..................................................................................................36
vi
(A) Registration of persons entitled to shares by operation of law....................................36
(B) Registration of other persons.....................................................................36
(C) Limitations apply to such transfers...............................................................36
54. Entitlement to share rights pending registration of persons entitled to shares by operation
of law............................................................................................36
UNTRACED SHAREHOLDERS......................................................................................36
55. ..................................................................................................37
(A) Company may sell shares of untraced holders after certain periods.................................37
(B) Power of sale to extend to additional shares......................................................37
(C) Procedures for exercise of power of sale..........................................................38
GENERAL MEETINGS...........................................................................................38
56. Annual General Meetings to be held................................................................38
57. Directors to convene Extraordinary General Meetings...............................................38
NOTICE OF GENERAL MEETINGS.................................................................................39
F.58 ..................................................................................................39
(A) Periods of notice for General Meetings............................................................39
(B) Determination of record date for serving notices of meetings......................................39
(C) Accidental non-delivery of notice to or non-receipt of notice by any person (except Founders
Share Company) not to invalidate proceedings at meeting...........................................39
59. ..................................................................................................40
(A) Contents of notices of General Meetings...........................................................40
(B) Notice of Annual General Meeting..................................................................40
(C) Notices to identify special business..............................................................40
(D) Determination of record date for entitlement to attend and vote at general meetings...............40
60. Routine business of Annual General Meetings.......................................................40
vii
PROCEEDINGS AT GENERAL MEETINGS............................................................................41
61. ..................................................................................................41
(A) Chairmanship of General Meetings..................................................................41
(B) Directors may attend and speak at General Meetings................................................41
F.62 ..................................................................................................41
(A) Directors may make provision for persons (other than Founders Share Company) to attend
General Meetings at satellite venues..............................................................41
(B) Discretion of Chairman to interrupt or adjourn General Meetings...................................42
(C) Directors may arrange for persons to hear, see and speak at General Meetings by audio-visual
means.............................................................................................42
(D) Validity of meetings if accommodation inadequate..................................................42
(E) Rights of members to take part in General Meetings................................................43
F.63 ..................................................................................................43
(A) Quorum for General Meetings.......................................................................43
(B) Meetings where no quorum present..................................................................44
F.64 ..................................................................................................44
(A) Adjournment of General Meetings...................................................................44
(B) Chairman's power to adjourn in certain circumstances..............................................44
(C) Business at adjourned General Meetings............................................................45
65. Notice of adjournment not required................................................................45
66. Amendments to resolutions.........................................................................45
F.67 Votes by show of hands unless poll demanded and requisitionists required for poll.................45
68. ..................................................................................................46
(A) Withdrawal of demand for poll.....................................................................46
(B) Procedure for polls...............................................................................46
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69. Chairman to have casting vote.....................................................................47
F.70 Arrangements for security of General Meetings.....................................................47
VOTES OF MEMBERS...........................................................................................47
71. Votes on show of hands and on polls...............................................................47
72. Votes of joint holders............................................................................47
73. Votes by receivers and others on behalf of members suffering from mental disorder.................48
F.74 ..................................................................................................48
(A) No members to vote if sums unpaid on shares.......................................................48
(B) Direction Notices to members and others not entitled to vote because in default under Section
212...............................................................................................48
(C) Cesser of effect of Direction Notices.............................................................49
(D) Direction Notices and depositaries................................................................50
(E) Obligations of depositary under Direction Notice..................................................50
(F) Interpretation of Regulation F.74.................................................................50
(G) Saving for Directors powers under Section 216.....................................................51
F.75 Founders Share Company may require Directors to serve Section 212 notice or Direction Notice
or to apply to Court under Section 216............................................................51
F.76 Objections to admissibility of votes to be raised only at the relevant meeting - saving for
votes of Founders Share...........................................................................51
F.77 Votes on a poll may be given personally or by proxy...............................................52
F.78 Proxy need not be a member........................................................................52
F.79 Requirements as to form of appointment of proxy...................................................52
80. Procedure for appointment of proxy................................................................52
81. Proxy may join in demand for poll but not otherwise speak at meeting..............................53
82. Validity of votes by proxies......................................................................53
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CORPORATIONS ACTING BY REPRESENTATIVES.....................................................................53
F.83 ..................................................................................................53
(A) Requirements for appointment of representative by corporation.....................................53
(B) Representatives of Founders Share Company.........................................................53
(C) Powers of representatives of corporations.........................................................54
DIRECTORS..................................................................................................54
84. Number of Directors...............................................................................54
85. No share qualification - Directors may attend and speak at General Meetings.......................54
86. Remuneration of non-executive Directors...........................................................54
87. Executive Directors - numbers and remuneration....................................................54
88. Directors' expenses...............................................................................55
89. ..................................................................................................55
(A) Powers to give pensions to Directors..............................................................55
(B) Power to arrange Directors and Officers insurance.................................................55
90. Directors may be interested in contracts with the Company and in companies party to such
contracts.........................................................................................55
91. ..................................................................................................56
(A) Directors may appoint Managing Director...........................................................56
(B) Appointment as Managing Director to cease with Directorship.......................................56
(C) Appointment to any other executive office not to cease with Directorship unless contract so
provides..........................................................................................56
92. Directors may delegate powers to executive Directors..............................................56
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS...........................................................56
93. Section 293 to apply to the Company...............................................................57
94. Vacation of office as Director:...................................................................57
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95. Directors to retire by rotation...................................................................57
96. Which Directors to retire.........................................................................58
97. Appointment of Directors by Company...............................................................58
98. Resolutions to appoint two or more Directors to be subject to consent of General Meeting..........58
99. Notice of candidature for Directorship............................................................58
100. Company may remove and replace Directors by Ordinary Resolution...................................59
101. Company and Directors may fill casual vacancies and appoint additional Directors..................59
ALTERNATE DIRECTORS........................................................................................60
102. ..................................................................................................60
(A) Directors may appoint alternates..................................................................60
(B) Alternateships to determine with Directorship of appointor........................................60
(C) Rights and powers of alternates...................................................................60
(D) Alternates may be interested in contracts, be paid expenses and be indemnified....................60
MEETINGS AND PROCEEDINGS OF DIRECTORS......................................................................61
103. ..................................................................................................61
(A) Directors may meet and regulate proceedings - determining resolutions.............................61
(B) Directors may summon meetings of Directors........................................................61
104. Quorum for Directors' meetings....................................................................61
105. Questions to be determined by majority voting.....................................................61
106. ..................................................................................................61
(A) Directors' interests in contracts - general prohibition on voting.................................61
(B) Exceptions to prohibition on voting...............................................................61
(C) Directors voting on executive appointments........................................................63
xi
(D) Chairman to rule on materiality of a Director's interest..........................................63
(E) Directors to resolve as to the materiality of a Chairman's interest...............................63
(F) Interests of the appointor of an alternate to be treated as the interests of the alternate........63
107. Directors may act notwithstanding vacancies - limited powers if below minimum number..............63
108. ..................................................................................................64
(A) Chairmanship of Directors.........................................................................64
(B) Rights of Deputy Chairmen to act..................................................................64
109. ..................................................................................................64
(A) Resolutions of Directors in writing...............................................................64
(B) Form of written resolutions.......................................................................65
(C) Powers of alternates as to written resolutions....................................................65
(D) Resolutions in writing by committees..............................................................65
(E) Service on Directors of resolutions to be passed in writing.......................................66
F.110 Directors may delegate to committees..............................................................66
111. Meetings and proceedings of committees............................................................66
112. ..................................................................................................66
(A) Validity of acts of Directors or committees.......................................................66
(B) Participation in meetings by audio-visual means...................................................67
BORROWING POWERS...........................................................................................67
113 ..................................................................................................67
(A) Directors may exercise borrowing powers of Company................................................67
(B) Limit on exercise of borrowing powers.............................................................67
(C) Definition of "Adjusted Capital and Reserves".....................................................68
xii
(D) Interpretation of Regulation 113..................................................................69
POWERS AND DUTIES OF DIRECTORS.............................................................................71
F.114 Directors to observe Reuter Trust Principles......................................................71
115. Business and powers of Company to be managed and exercised by Directors...........................72
116. Non-limitation of Regulation 115 powers by other authorities or powers............................72
117. Directors may establish local boards or agencies..................................................72
118. Directors may appoint attorneys...................................................................73
119. Directors may elect a President of the Company....................................................73
120. Mode of signing cheques and other instruments.....................................................73
REGISTERS..................................................................................................73
121. ..................................................................................................73
(A) Entries on Registers of numbers of Uncertificated Shares and Certificated Shares..................73
(B) Directors may keep branch Registers...............................................................73
SECRETARY..................................................................................................74
122. Directors to appoint and may remove Secretary; Joint Secretaries and Assistant Secretaries........74
THE SEAL ..................................................................................................74
123. ..................................................................................................74
(A) Directors' authority required for use of Seal and any Securities Seal.............................74
(B) Mode of affixing Seal and Securities Seal.........................................................74
(C) Signing of sealed documents.......................................................................74
(D) Use of Securities Seal............................................................................74
(E) Execution of Deeds not under Seal.................................................................74
(F) Deeds to be authorised by Directors...............................................................75
xiii
124. Company may provide for an official seal for use abroad...........................................75
AUTHENTICATION OF DOCUMENTS................................................................................75
125. Procedure for and manner of authentication of documents...........................................75
RESERVES ..................................................................................................75
126. Directors may create reserves.....................................................................75
DIVIDENDS..................................................................................................76
127. Company may declare dividends not exceeding Directors' recommendation.............................76
128. Directors may declare and pay fixed and interim dividends.........................................76
F.129 ..................................................................................................76
(A) Dividends to be paid pro rata to amounts paid on shares...........................................76
(B) Directors may pay dividends to ADR Custodians in currencies other than sterling...................76
130. Distributable reserves............................................................................77
131. Pre-acquisition profits distributable.............................................................77
132. No dividends to bear interest against the Company.................................................77
133. ..................................................................................................77
(A) Directors may make deductions from dividends......................................................77
(B) Directors may retain dividends on shares of persons entitled by operation of law pending
registration......................................................................................77
134. Waivers of Dividends..............................................................................77
135. ..................................................................................................78
(A) Returned or uncashed dividends....................................................................78
(B) Directors not trustees of unclaimed dividends.....................................................78
F.136 Directors may pay dividends in kind...............................................................78
137. ..................................................................................................78
xiv
(A) Delivery of dividends and other payments..........................................................78
(B) Payments in respect of shares.....................................................................79
(C) Payment of foreign currency dividends to ADR Custodians...........................................79
138. Receipts for dividends to joint holders...........................................................80
F.139 Dividend resolution may specify record date at any time...........................................80
CAPITALISATION OF PROFITS AND RESERVES.....................................................................80
140. Directors may make capitalisation issues of shares................................................80
SCRIP DIVIDENDS............................................................................................81
141. ..................................................................................................81
(A) Directors may offer shares in lieu of dividends with authority of Ordinary Resolution.............81
(B) Period and other terms of authority for scrip dividends...........................................81
(C) Offer to be communicated to shareholders..........................................................81
(D) Number of shares to which shareholders entitled...................................................81
(E) No fractional entitlements........................................................................82
(F) Directors may capitalise profits and reserves for issue of scrip dividends........................82
(G) Scrip dividend shares to rank pari passu with existing shares.....................................82
(H) Directors may determine terms and conditions of offers of scrip dividends.........................83
ACCOUNTS ..................................................................................................83
142. Accounting records to be kept at Office; members' right of inspection.............................83
143. Balance sheets and profit and loss accounts to be sent to members and others......................83
AUDITORS ..................................................................................................83
144. Validity of acts of Auditors......................................................................84
145. Auditors entitled to notice of and to attend and be heard at General Meetings.....................84
NOTICES ..................................................................................................84
xv
F.146 Mode of delivery of notices; when notices deemed delivered........................................84
147. Transferees and persons entitled by operation of law bound by notices in respect of shares
pending registration..............................................................................85
148. Notices to joint holders..........................................................................85
149. Persons entitled following death or bankruptcy entitled to delivery of notices pending
registration......................................................................................85
150. No entitlement to receipt of notices outside the United Kingdom...................................85
151. Notices of General Meetings by advertisement......................................................85
152. Serving for statutory requirements................................................................86
WINDING UP.................................................................................................86
F.153 Directors may petition court for winding up with consent of Founders Share Company................86
154. Directors may distribute assets in kind on a winding up...........................................86
INDEMNITY..................................................................................................86
155. Directors and Officers entitled to indemnity......................................................86
THE REUTERS NEWS SERVICES..................................................................................87
F.156 Entitlement of certain members to receive Reuters News Services...................................87
xvi
No. 3296375
THE COMPANIES ACTS 1985 AND 1989
--------------------
A PUBLIC COMPANY LIMITED BY SHARES
--------------------
ARTICLES OF ASSOCIATION
OF
REUTERS GROUP PLC
(adopted pursuant to a Special Resolution passed on 16 December 1997)
-----------------------------
PRELIMINARY
1. TABLE A NOT TO APPLY
The regulations in Table A in the Companies (Tables A to F) Regulations
1985 shall not apply to the Company.
F.2 DEFINITIONS AND INTERPRETATION
(I) In these Regulations (if not inconsistent with the subject or
context) the words and expressions set out in the first column
below shall bear the meanings set opposite to them
respectively:-
the Act The Companies Act 1985.
ADR Custodian a custodian (or depositary),
approved by the Company, under
arrangements whereby such custodian
(or depositary) holds shares in the
Company and either itself or some
other person issues American
Depositary Receipts evidencing
American Depositary Shares which
represent such shares in the Company
(or evidence of a right to receive the
same).
Certificated Share a share which is recorded in the
Register as being held in certificated
form.
the Company Reuters Group PLC
1
the Deed of Mutual the Deed of Mutual Covenant referred
Covenant to in Clause 4(16) of the Memorandum
of Association as amended from time
to time.
Director a Director for the time being of the
Company.
F Regulation any of these Regulations to the
number of which the letter "F" is
prefixed.
the Founders Share the Founders Share of (pound)1 of
the Company.
the Founders Share
Company Reuters Founders Share Company
Limited in its capacity as the
holder of the Founders Share.
in writing written or produced by any
reasonably durable substitute for
writing or partly one and partly
another.
month calendar month.
the Office the registered office of the Company
from time to time.
Operator has the meaning given to that
expression in the Uncertificated
Securities Regulations.
Ordinary Shares the ordinary shares of 25p each of
the Company.
Paid paid or credited as paid.
Participating Issuer participating issuer, as defined in
the Uncertificated Securities
Regulations.
Participating
Security a share or class of shares or a
renounceable right of allotment of a
share, title to which is permitted
to be transferred by means of a
Relevant System in accordance with
the Uncertificated Securities
Regulations.
Register Unless the context otherwise
requires, the register of members
kept pursuant to section 352 of the
Act and any register maintained by
the Company of persons holding any
renounceable right of allotment of a
share
Relevant System relevant system, as defined in the
Uncertificated Securities
Regulations.
Reuters News
Services any news services which may from
time to time be supplied by Reuters.
2
Reuters the Company and every subsidiary
undertaking of the Company from time
to time supplying news services.
the Reuters Group the Company and its subsidiary
undertakings from time to time.
the Reuter Trustees the members and directors from time
to time of the Founders Share
Company.
Seal the Common Seal of the Company.
Securities Seal an official seal kept by the
Company by virtue of section 40 of
the Act.
the Statutes the Act and every act and
subordinate legislation (including,
but not limited to, the
Uncertificated Securities
Regulations) from time to time in
force concerning companies (whether
or not a company within the meaning
of the Act) and affecting the
Company.
these Regulations these articles of association as
amended from time to time.
the London Stock London Stock Exchange Limited.
Exchange
the Transfer Office the place where the Register is
situate from time to time.
the Uncertificated
Securities
Regulations the Uncertificated Securities
Regulations 1995 (S.I. 1995 no.
3272) including any modification
thereof or any regulations in
substitution therefor made under
section 207 of the Companies Act
1989 and for the time being in
force.
Uncertificated Share a share title to which is recorded
in the Register as being held in
uncertificated form and title to
which may, by virtue of the
Uncertificated Securities
Regulations, be transferred by means
of a Relevant System.
the United Kingdom Great Britain and Northern Ireland.
year calendar year.
3
(II) In these Regulations (if not inconsistent with the subject or
context):-
(A) The expression "Employees' Share Scheme" shall have the
meaning given to it by section 743 of the Act;
(B) The word "Secretary" shall include any person appointed by the
Directors to perform any of the duties of the Secretary, and
where two or more persons are appointed to act as Joint
Secretaries shall include any one or more of those persons;
(C) The expression "debenture" shall include debenture stock;
(D) The expressions "recognised clearing house" and "recognised
investment exchange" shall mean any clearing house or
investment exchange (as the case may be) granted recognition
under the Financial Services Act 1986;
(E) The word "company" shall include any body corporate
incorporated or registered in any part of the world and the
expressions "subsidiary undertaking" and "parent undertaking"
shall have the respective meanings given to them by section
258 of the Act;
(F) Such of the provisions of these Regulations as apply to
paid-up shares shall apply to stock, and the words "share" and
"shareholder" shall be construed accordingly;
(G) Words denoting the singular shall include the plural and
vice-versa; words denoting the masculine gender shall include
the feminine gender; and words denoting persons shall include
bodies corporate; and
(H) Any reference to any statute or statutory provision shall be
construed as including a reference to any statutory
modification or re-enactment thereof from time to time in
force.
(I) For the purposes of these Regulations, references to a
Relevant System shall be deemed to relate to the Relevant
System on which the particular share or class of shares or
renounceable right of allotment of a share concerned in the
capital of the Company is a Participating Security for the
time being and any references in these Regulations to the
giving of an instruction by means of a Relevant System shall
be deemed to relate to a properly authenticated dematerialised
instruction given in accordance with the Uncertificated
Securities Regulations. Such instructions shall only be given
to the extent:
(i) permitted by the Uncertificated Securities Regulations;
4
(ii) permitted by and practicable under the rules and practices
from time to time of the Operator of the Relevant System; and
(iii) practicable under and in accordance with the facilities and
requirements of the Relevant System.
(J) The headings in these Regulations do not affect the
interpretation of these Regulations.
(III) Subject as aforesaid or as otherwise expressly provided by these
Regulations any words or expressions defined in the Act or in the
Uncertificated Securities Regulations shall (if not inconsistent
with the subject or context) bear the same meanings in these
Regulations.
(IV) The written consent of the Founders Share Company shall be deemed
to have been given for any of the purposes of these Regulations if,
and only if, a certificate signed on behalf of the Founders Share
Company by not less than two of the Reuter Trustees shall have been
received at the Office confirming that a resolution giving the
consent in question has been duly passed at a meeting of the Reuter
Trustees (in their capacity as directors of the Founders Share
Company).
(V) A Special or Extraordinary Resolution shall be effective for any
purpose for which an Ordinary Resolution is expressed to be
required under any provision of these Regulations.
SHARE CAPITAL
3. .
(A) AMOUNT OF CAPITAL
The share capital of the Company is (pound)525,000,001 divided into
2,100,000,000 Ordinary Shares of 25p each and one Founders Share of
(pound)1.
(B) RIGHTS ATTACHING TO SHARES
The rights, as regards participation in the profits and assets of
the Company, respectively attaching to the above-mentioned shares,
shall be as follows:-
(1) Subject to any special rights which may be attached to any
other class of shares and to the provisions of the Statutes,
the profits of the Company available for distribution and
resolved to be distributed shall be distributed by way of
dividend among the holders of the Ordinary Shares rateably
according to the number of shares held by them respectively;
5
(2) On a return of assets on a winding-up, the assets of the
Company available for distribution among the members shall be
applied, subject to any provision made under section 719 of
the Act and any special rights which may be attached to any
other class of shares, in repaying to the holders of the
Founders Share and the Ordinary Shares rateably according to
the number of shares held by them respectively (save that the
Founders Share shall for this purpose count as four shares)
the amounts paid up on such shares, and subject thereto shall
belong to and be distributed among the holders of the Ordinary
Shares rateably according to the number of such shares held by
them respectively; and
(3) The Founders Share shall carry no right to receive any of the
profits of the Company available for distribution by way of
dividend or otherwise.
VARIATION OF RIGHTS
F.4 .
(A) CONSENTS REQUIRED FOR VARIATION
Whenever the share capital of the Company is divided into different
classes of shares, the special rights attached to any class may,
subject to the provisions of the Statutes, be varied or abrogated
either with the consent in writing of the holders of three-quarters
in nominal value of the issued shares of the class or with the
sanction of an Extraordinary Resolution passed at a separate General
Meeting of the holders of the shares of the class (but not
otherwise) and may be so varied or abrogated either whilst the
Company is a going concern or during or in contemplation of a
winding-up but so that the rights attached to the Founders Share
shall not be capable of being varied or abrogated in any respect
whatsoever without the prior written consent of the Founders Share
Company. To every such separate General Meeting all the provisions
of these Regulations relating to General Meetings of the Company and
to the proceedings thereat shall apply, except that the necessary
quorum shall be two persons at least holding or representing by
proxy at least one-third in nominal value of the issued shares of
the class (but that at any adjourned meeting any holder of shares of
the class present in person or by proxy shall be a quorum) and that
any holder of shares of the class present in person or by proxy may
demand a poll and that every such holder shall, subject as otherwise
provided by these Regulations, on a poll have one vote for every
share of the class held by him. The foregoing provisions of this
Regulation shall, subject to paragraph (B) below, apply to the
variation or abrogation of the special rights attached to some only
of the shares of any class as if each group of shares of the class
differently treated formed a separate class the special rights
whereof are to be varied.
6
(B) WHEN SHARES NOT A SEPARATE CLASS
Shares of a class shall not be treated as forming a separate class
from other shares of that class merely because any of the following
apply to them:-
(1) the restrictions set out in section 454 of the Act;
(2) suspension of voting rights or rights to receive dividends or
other distributions pursuant to these Regulations;
(3) any requirement pursuant to these Regulations that a person
dispose of such shares or any interest in them;
(4) any provisions of these Regulations enabling the Directors to
dispose of such shares or requiring the Directors not to
register transfers of such shares;
(5) they are enabled or permitted in accordance with the
Uncertificated Securities Regulations to become a
Participating Security, or cease to be a Participating
Security; or
(6) any shares of that class are from time to time held in
uncertificated form.
F.5 RIGHTS NOT VARIED BY ISSUE OF FURTHER SHARES OR PERMISSION OF TRANSFER OF
UNCERTIFICATED SHARES; EXCEPTION FOR FOUNDERS SHARE
The special rights attached to any class of shares having preferential
rights shall not unless otherwise expressly provided by the terms of issue
thereof be deemed to be varied by the creation or issue of further shares
ranking as regards participation in the profits or assets of the Company
in some or all respects pari passu therewith but in no respect in priority
thereto, or by the Company permitting, in accordance with the
Uncertificated Securities Regulations, the holding and transfer of shares
of any class in uncertificated form by means of a Relevant System. The
special rights attached to the Founders Share shall be deemed to be varied
by the creation or issue of any further Founders Share.
ALTERATION OF SHARE CAPITAL
F.6 COMPANY MAY INCREASE CAPITAL; FOUNDERS SHARE COMPANY CONSENT REQUIRED FOR
CREATION OF SHARES WITH VOTING RIGHTS NOT IDENTICAL TO THOSE OF ORDINARY
SHARES
The Company may from time to time by Ordinary Resolution increase its
capital by such sum to be divided into shares of such amounts as the
resolution shall prescribe. All new shares created on any such increase of
capital shall be subject to the provisions of the Statutes and of these
Regulations with reference to allotment, payment of calls, lien, transfer,
transmission, forfeiture and otherwise. No such new share shall, without
the prior written consent of the Founders Share Company, have attached
7
thereto (either at the time of the creation thereof or at any subsequent
time) any rights in respect of voting which are not identical in all
respects with those attached to the Ordinary Shares.
F.7 .
(A) COMPANY MAY CONSOLIDATE, CANCEL (OTHER THAN THE FOUNDERS SHARE) AND
SUBDIVIDE SHARES
The Company may by Extraordinary Resolution:-
(1) Consolidate and divide all or any of its capital (other than
the Founders Share) into shares of larger amounts than its
existing shares;
(2) Cancel any shares (other than the Founders Share) which, at
the date of the passing of the resolution, have not been
taken, or agreed to be taken, by any person and diminish the
amount of its capital by the amount of the shares so
cancelled;
(3) Sub-divide its shares, or any of them (other than the Founders
Share), into shares of smaller amount than is fixed by the
Memorandum of Association (subject nevertheless to the
provisions of the Statutes), and so that the resolution
whereby any share is sub-divided may determine that, as
between the holders of the shares resulting from such
sub-division, one or more of the shares may, as compared with
the others, have any such preferred, deferred or other special
rights, or be subject to any such restrictions, as the Company
has power to attach to unissued or new shares.
(B) FRACTIONAL ENTITLEMENTS TO SHARES
If, as the result of consolidation and division or sub-division of
shares, members become entitled to fractions of a share, the
Directors may on behalf of the members deal with the fractions as
they think fit. In particular, the Directors (treating holdings of
the same member or members of Certificated Shares and Uncertificated
Shares of the same class as if they were separate holdings, unless
the Directors otherwise determine) may:
(i) sell fractions of a share to a person (including, subject to
the Statutes, to the Company) for the best price reasonably
obtainable and distribute the net proceeds of sale in due
proportion amongst the persons entitled (except that if the
amount due to a person is less than(pound)3, or such other sum
as the board may decide, the sum may be retained for the
benefit of the Company). To give effect to a sale the
Directors may authorise a person to execute an instrument of
transfer of Certificated Shares or, in respect of
Uncertificated Shares, the Directors may exercise any of the
8
powers conferred on the Company by Regulation F.17 to effect
transfer of the shares to the purchaser or his nominee, and
may cause the name of the purchaser or his nominee to be
entered in the Register as the holder of the shares. The
purchaser is not bound to see to the application of the
purchase money and the title of the transferee to the shares
is not affected by an irregularity or invalidity in the
proceedings connected with the sale; or
(ii) subject to the Statutes, issue to a member credited as fully
paid by way of capitalisation the minimum number of shares
required to round up his holding of shares to a number which,
following consolidation and division or sub-division, leaves a
whole number of shares (such issue being deemed to have been
effected immediately before consolidation or sub-division, as
the case may be). The amount required to pay up those shares
may be capitalised as the Directors think fit out of amounts
standing to the credit of reserves (including a share premium
account, capital redemption reserve and profit and loss
account), whether or not available for distribution, and
applied in paying up in full the appropriate number of shares.
A resolution of the Directors capitalising part of the
reserves has the same effect as if the capitalisation had been
declared by ordinary resolution of the Company pursuant to
Regulation 140. In relation to the capitalisation the board
may exercise all the powers conferred on it by Regulation 140
without an ordinary resolution of the Company.
F.8 COMPANY MAY PURCHASE ITS OWN SHARES (OTHER THAN THE FOUNDERS SHARE)
Subject to the provisions of the Statutes the Company may purchase, or
enter into a contract under which it may become entitled or obliged to
purchase, any of its own shares (including any redeemable shares) other
than the Founders Share. Every contract for the purchase by the Company
of, or under which it may become entitled or obliged to purchase, its own
shares shall, in addition to such authorisation as may be required by the
Statutes, be sanctioned by an Extraordinary Resolution passed at a
separate General Meeting of the holders of each class of shares in issue
convertible into equity share capital of the Company.
F.9 COMPANY MAY REDUCE ITS CAPITAL - EXCEPTION REGARDING THE FOUNDERS SHARE
The Company may reduce its share capital or any capital redemption
reserve, share premium account or other undistributable reserve in any
manner and with and subject to any incident authorised and consent
required by law but this Regulation shall not apply in any way whatsoever
to the Founders Share.
9
SHARES
F.10 .
(A) COMPANY MAY ISSUE SHARES WITH WHATEVER RIGHTS OR RESTRICTIONS, BUT
FOUNDERS SHARE COMPANY CONSENT REQUIRED FOR ISSUE OF SHARES NOT
IDENTICAL TO ORDINARY SHARES
Subject as otherwise provided by these Regulations and without
prejudice to the rights attached to any shares or class of shares
from time to time issued, any share in the Company may be issued
with or have attached thereto such preferred, deferred or other
special rights, or be issued subject to or have attached such
restrictions, whether as regards dividend, return of capital or
otherwise, as the Company may from time to time by Ordinary
Resolution determine (or, in the absence of any such determination,
as the Directors may determine) and subject to the provisions of the
Statutes the Company may issue any shares which are, or at the
option of the Company or the holders are liable, to be redeemed
Provided always that, without the prior written consent of the
Founders Share Company, no share shall be capable of being issued
having attached thereto any rights which are not identical in all
respects with those attached to the Ordinary Shares.
(B) DIRECTORS MAY ISSUE SHARES, BUT FOUNDERS SHARE COMPANY CONSENT
REQUIRED FOR ISSUE OF SHARES NOT IDENTICAL TO ORDINARY SHARES
Subject to the provisions of the Statutes, of these Regulations and
of any resolution of the Company in general meeting passed pursuant
thereto, all unissued shares shall be at the disposal of the
Directors and they may allot (with or without conferring a right of
renunciation), grant options over or otherwise dispose of them to
such persons, at such times and on such terms as they think proper.
Provided always that, without the prior written consent of the
Founders Share Company, the Directors shall not allot, grant any
option over or otherwise dispose of any share having attached
thereto any rights in respect of voting which are not identical in
all respects with those attached to the Ordinary Shares.
11. .
(A) SECTION 80 AUTHORITY FOR ALLOTMENTS OF RELEVANT SECURITIES
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 up to an aggregate nominal amount equal to
the section 80 amount, for each prescribed period.
(B) DISAPPLICATION OF SECTION 89(1) (PRE-EMPTION) TO ALLOTMENTS UNDER
SECTION 80 AUTHORITY
10
The Directors have general power for each prescribed period to allot
equity securities pursuant to the authority conferred by paragraph
(A) above:
(1) in connection with a rights issue; and
(2) up to an aggregate nominal amount equal to the section 89
amount otherwise than in connection with a rights issue;
as if section 89(1) of the Act does not apply to any such allotment.
(C) By the authority and power conferred by paragraphs (A) and (B)
above, the board may during a prescribed period make an offer or
agreement which would or might require equity securities or other
relevant securities to be allotted after the prescribed period and
may allot securities in pursuance of that offer or agreement.
(D) In this Regulation:
(1) "PRESCRIBED PERIOD" means any period for which the authority
conferred by paragraph (A) above is given by ordinary or
special resolution stating the section 80 amount and/or the
power conferred by paragraph (B) above is given by special
resolution stating the section 89 amount;
(2) "rights issue" means an offer of equity securities open for
acceptance for a period fixed by the Directors to holders of
equity securities on the Register on a fixed record date in
proportion to their respective holdings of such securities or
in accordance with the rights attached thereto (but subject to
such exclusions or other arrangements as the Directors may
deem necessary or expedient in relation to fractional
entitlements or legal or practical problems under the laws of,
or the requirements of any recognised regulatory body or any
stock exchange in, any territory);
(3) "section 80 amount" means for any prescribed period, the
amount stated in the relevant ordinary or special resolution
or, in either case, another amount fixed by resolution of the
Company;
(4) "section 89 amount" means for any prescribed period, the
amount stated in the relevant special resolution;
(5) the nominal amount of securities is, in the case of rights to
subscribe for or convert any securities into shares of the
Company, the nominal amount of shares which may be allotted
pursuant to those rights.
11
12. COMPANY MAY PAY COMMISSIONS AND BROKERAGES
The Company may exercise the powers of paying commissions conferred by the
Statutes to the full extent thereby permitted. The Company may also on any
issue of shares pay such brokerage as may be lawful.
13. COMPANY MAY RECOGNISE RENUNCIATIONS OF ALLOTMENTS
The Directors may at any time after the allotment of any share but before
any person has been entered in the Register as the holder recognise a
renunciation thereof by the allottee in favour of some other person and
may accord to any allottee of a share a right to effect such renunciation
upon and subject to such terms and conditions as the Directors may think
fit to impose.
14. COMPANY NOT BOUND TO RECOGNISE TRUSTS OF SHARES
Except as required by law, or pursuant to any of the provisions of these
Regulations, no person shall be recognised by the Company as holding any
share upon any trust, and the Company shall not be bound by or compelled
in any way to recognise any equitable, contingent, future or partial
interest in any shares, or any interest in any fractional part of a share,
or (except only as by these Regulations or by law otherwise provided) any
other right in respect of any share, except an absolute right to the
entirety thereof in the registered holder.
LIMITATION OF SHAREHOLDINGS
F.15 .
(A) DEFINITIONS AND INTERPRETATION
In this Regulation and subject as hereinafter provided:-
(1) except in paragraphs (J), (K) and (Q) below, references to
Part VI of and to sections of the Act are references to the
same as in force at 11 April 1995 notwithstanding any later
repeal, amendment or re-enactment thereof;
(2) an "Included Interest" means an interest referred to in
section 209(1)(a) of the Act except that of a bare trustee
under the law of England or of a simple trustee under the law
of Scotland or any analogous interest arising under the law of
any other jurisdiction;
(3) a person shall be treated as having an interest in shares and
as being interested in them whenever in accordance with Part
VI of the Act he would be taken either to have an interest or
to be interested in them for the purposes of sections 198 to
202 of the Act save that any Included Interest shall be taken
into account for all purposes instead of being disregarded and
12
save that section 203(3) of the Act shall be taken to read as
follows:-
"Where a person is entitled to exercise or control the
exercise of or is deemed by this subsection to be able
to exercise (in aggregate) one half or more of the
voting power at general meetings of a body corporate and
that body corporate is entitled to exercise or control
the exercise of any of the voting power at general
meetings of another body corporate ("the effective
voting power"), then, for the purposes of subsection
(2)(b) above and this subsection, the effective voting
power shall be deemed to be exercisable by that
person.";
(4) "Relevant Person" means any person who is interested in 15 per
cent. or more of the issued shares of any class of the
Company, other than the Founders Share, provided that, for the
purpose of calculating whether or not any person is interested
in 15 per cent. or more of the issued shares of any class of
the Company, holdings of Certificated Shares and
Uncertificated Shares of such class in which such person is
interested shall be aggregated;
(5) "Relevant Shares" means shares of the Company in which a
Relevant Person is interested; and
(6) "Required Disposal" means a disposal of such number and class
of Relevant Shares as will cause a Relevant Person to cease to
be a Relevant Person.
(B) PART VI OF THE ACT TO APPLY, SAVE AS PROVIDED
Without prejudice to the Statutes, the Company, its members and all
persons interested in issued shares of the Company shall have the
rights and obligations provided for in Part VI of the Act save
that:-
(1) Included Interests shall not be disregarded;
(2) a person shall be subject to such obligations notwithstanding
that he is outside the United Kingdom and that the event
giving rise to an obligation occurs outside the United
Kingdom;
(3) such rights and obligations shall apply as if section 203(3)
of the Act read as set out in paragraph (A) (3) above;
(4) this paragraph (B) shall not apply to an ADR Custodian in its
capacity as such;
13
(5) notwithstanding any Regulations made under section
210(A)(1)(b) of the Act, if the percentage giving rise to a
notifiable interest referred to in section 199(2)(a) of the
Act shall exceed 3 per cent. or in section 199(2)(b) of the
Act shall exceed 10 per cent., such rights and obligations
shall apply as though such percentages were 3 per cent. and 10
per cent. respectively;
(6) notwithstanding section 199(2A) of the Act, the following
interests shall be deemed to be material interests:
(a) interests mentioned in sections 199(2A)(a) and
199(2A)(b) of the Act;
(b) interest falling within section 199(2A)(c) of the Act
which would fall to be disregarded by virtue of section
209(10)(c) of the Act; and
(c) any interest of another person which a person is taken
to have by virtue of the application of section 203 or
205 of the Act where the interest of that other person
falls within sub-paragraphs (a) or (b) above;
(7) if a notification is given in compliance with such rights and
obligations and some or all of the shares in the Company to
which it relates are the subject of such a notification only
because of the provisions of sub-paragraph (1) and/or (3)
above, then such notification shall state that some or all (as
the case may be) of the shares to which it relates are the
subject of such a notification only because of such provisions
and, if it states that some of the said shares are so subject
only because of such provisions, shall specify the class and
number of such shares (or if they are of more than one class,
the classes and numbers of shares of each class); and
(8) Included Interests and other interests which would not require
to be notified to the Company under statute shall when
notified to the Company be entered by the Company in a
separate Register to be kept by it for that purpose and to
which the provisions of sections 217(1) to (6) and 218(1) and
(2) of the Act shall apply.
(C) SERVICE OF RESTRICTION NOTICE ON RELEVANT PERSON
If after 18 February 1998 any person has become or becomes a
Relevant Person, the Directors shall cause the Company to serve a
notice (hereinafter called a "Restriction Notice") on that Relevant
Person and on all those (so far as known to them) having interests
in, and, if different, on the registered holders of, his Relevant
Shares. A Restriction Notice shall (subject as hereinafter
provided):-
14
(1) set out the restrictions provided for by paragraph (D) below;
and
(2) subject to paragraphs (T) and (U) below, call for a Required
Disposal to be made and for reasonable evidence of it to be
supplied to the Company within twenty one days or such longer
period as the Directors consider reasonable.
The Directors may in their absolute discretion extend such twenty
one days or longer period.
(D) DISENFRANCHISEMENT OF SHARES UNDER RESTRICTION NOTICE
Subject to paragraph (T) below, from the serving of a Restriction
Notice in respect of Relevant Shares until any such time as the
restrictions specified in this paragraph (D) (hereinafter called
"the Voting Restrictions") cease to apply in accordance with the
later provisions of this Regulation, a registered holder of such
Relevant Shares shall not be entitled in respect of such shares to
receive notice of or to attend or vote (in person or by proxy) at
any General Meeting of the Company or any meeting of the holders of
any class of shares of the Company.
(E) DIRECTORS' POWER TO MAKE REQUIRED DISPOSAL
If a notice calling for a Required Disposal is not complied with to
the satisfaction of the Directors within the time appointed the
Directors shall, so far as they are able, make a Required Disposal
(hereinafter called a "Directors' Disposal") and shall give notice
in writing of it to the registered holders of the shares sold.
(F) MANNER OF MAKING DIRECTORS' DISPOSAL
The manner, timing and terms of any Directors' Disposal (including,
but not limited to, the price or prices at which the same is made
and the extent to which assurance is obtained that no transferee
thereunder is or would thereby become a Relevant Person) shall be
such as the Directors determine. The Directors may take advice from
bankers, brokers or other persons considered by them to be
appropriate as to such manner, timing and terms and shall not be
liable to any person for the consequences of reliance on such
advice. The Directors shall be entitled to make such disposal
without delay.
(G) RELEVANT SHARES OF MULTIPLE HOLDERS OR OF CERTIFICATED AND
UNCERTIFICATED SHARES TO BE SOLD PRO RATA IN DIRECTORS' DISPOSAL
If on a Directors' Disposal Relevant Shares are held:
(1) by more than one registered holder (treating joint holders of
any Relevant Shares as a single holder) the Directors shall,
15
so far as is practicable, cause the same proportion of each
holding as is known to them to be sold; or
(2) as Certificated Shares and Uncertificated Shares, the
Directors may in their absolute discretion vis a vis any
Relevant Person, but in consultation with the Founders Share
Company, treat such holdings of Certificated Shares and
Uncertificated Shares as if they were separate holdings and,
in such event, shall cause to be sold such proportion of
either or both holdings of Certificated Shares and
Uncertificated Shares as the Directors may, in exercise of
their discretion as aforesaid, direct.
(H) TRANSFERS, CERTIFICATES AND DISPOSAL OF SALE PROCEEDS IN DIRECTORS'
DISPOSAL
For the purpose of effecting any Directors' Disposal, the Directors
may authorise in writing any officer or employee of the Company to
execute any necessary transfer on behalf of any registered holder of
Certificated Shares and may notwithstanding that no share
certificate has been lodged enter the name of the transferee in the
Register and issue a new certificate to the purchaser for the
Certificated Shares so transferred or, in respect of Uncertificated
Shares, the Directors may exercise any of the powers conferred on
the Company by Regulation F.17 to effect valid transfer of such
shares. The net proceeds of such disposal shall be received by the
Company, whose receipt shall be a good discharge for the purchase
money, and shall be paid (without any interest being payable
thereon) to the former registered holder, in the case of
Uncertificated Shares, as soon as practicable, and, otherwise, on
surrender by him of the certificate for the Certificated Shares
formerly held by him and so sold.
(I) CESSER OF VOTING RESTRICTIONS
The Voting Restrictions shall cease to apply:-
(1) to any shares sold by a Directors' Disposal;
(2) to any Relevant Shares if the Directors resolve that they are
satisfied that the Relevant Person concerned has ceased to be
interested in them; and
(3) if the Directors resolve that they are satisfied that a
Required Disposal has been made, to the shares comprised in
such disposal and to any other shares in which the former
Relevant Person concerned continues to be interested;
from the date of such sale or resolution, as the case may be, but
without prejudice to their imposition again if the Directors serve a
new Restriction Notice in respect of them.
16
(J) DIRECTORS' RESOLUTION AS TO A PERSON BEING RELEVANT PERSON
CONCLUSIVE
If the Directors resolve that they have reasonable cause to believe
that a person is or may be a Relevant Person and that they have made
reasonable enquiries (whether by way of notices under section 212 of
the Act or otherwise) to establish whether he is or not but that
such enquiries have not been answered or fail to establish whether
he is or not, he shall for all the purposes of this Regulation be
deemed to be a Relevant Person from the date of such resolution
until any such time as the Directors resolve that they are satisfied
that he is not a Relevant Person.
(K) DIRECTORS' RESOLUTION AS TO SHARES BEING SHARES OF A RELEVANT PERSON
CONCLUSIVE
If the Directors resolve that they have reasonable cause to believe
that any shares of the Company are or may be shares in which a
Relevant Person (whether he is such by virtue of paragraph (J) above
or otherwise) is interested and that they have made reasonable
enquiries (whether by way of notices under section 212 of the Act or
otherwise) to establish whether they are or not but that such
enquiries have not been answered or fail to establish whether they
are or not, such shares shall for all the purposes of this
Regulation be deemed to be shares in which such Relevant Person is
interested from the date of such resolution until any such time as
the Directors resolve that they are satisfied that such shares are
not shares in which such Relevant Person is interested.
(L) NOTICES UNDER REGULATION F.15 TO BE IN WRITING
All notices provided for by this Regulation shall be in writing.
(M) NO OBLIGATION TO SERVE NOTICE IF ADDRESS UNKNOWN
Neither the Company nor the Directors shall be obliged to serve any
notice provided for by this Regulation on any person if they do not
know either his identity or his address. Subject as aforesaid, the
Directors shall give notice of any resolutions referred to in
paragraphs (I), (J) and (K) above to the Relevant Person concerned.
(N) REGULATIONS ON NOTICES TO APPLY
Regulations F.146, 148 and 149 shall apply to the service of any
notice required by this Regulation to be served by the Company on
any member of the Company.
(O) SERVICE OF NOTICES ON NON-MEMBERS
17
Any notice required by this Regulation to be served by the Company
on any person who is not a member of the Company may be served on or
delivered to him either personally or by placing it in the post in
the United Kingdom in a pre-paid cover addressed to him at such
address as the Directors believe to be his address or by delivering
it to such address. Where such notice is served or sent by post as
aforesaid, service or delivery shall be deemed to be effected at the
time when the same would be received in the ordinary course of post
and in proving such service or delivery it shall be sufficient to
prove that such cover was properly addressed, stamped and posted.
(P) DIRECTORS' DECISIONS CONCLUSIVE
Any belief, resolution or decision of the Directors which is held or
made in pursuance or purported pursuance of any of the provisions of
this Regulation shall be conclusive, final and binding on all
persons concerned, and the validity of any act or thing which is
done or caused to be done by the Directors in pursuance or purported
pursuance of any of such provisions shall not be capable of being
impeached by anyone on the ground that there was not any basis or
reasonable basis on which the Directors could have arrived at any
such belief or made any such resolution or decision, or on the
ground that any conclusion of fact on which the Directors relied or
might have relied for the purposes of arriving at any such belief or
making any such resolution or decision was incorrect, or on any
other ground whatsoever.
(Q) COMPANY REGISTER OF SHARE INTERESTS
Without prejudice to the provisions of the Statutes, the Directors
may assume without enquiry that a person is not a Relevant Person
unless the information contained in the Registers kept by the
Company under section 211 of the Act and under paragraph (B) (8)
above indicates to the contrary or they have reason to believe
otherwise. In the latter case the Directors shall make reasonable
enquiries to discover whether anyone is a Relevant Person.
(R) DIRECTORS TO INFORM OTHER DIRECTORS REGARDING RELEVANT PERSONS
If a Director has reason to believe that anyone is a Relevant Person
he shall without delay inform the other Directors of that fact.
(S) ADR CUSTODIANS AND ADS HOLDERS
An ADR Custodian in its capacity as such shall not be a Relevant
Person. A person who has an interest in American Depositary Shares
evidenced by an American Depositary Receipt representing shares held
by an ADR Custodian shall be treated for all the purposes of this
Regulation as having an interest in the number and class of shares
in the Company represented by such American Depositary Shares and
18
evidenced by such American Depositary Receipt and not (in the
absence of any other reason why he should be so treated) in the
remainder of the shares in the Company held by the ADR Custodian.
(T) RIGHTS ISSUES AND LIMITATION OF SHAREHOLDINGS
In this paragraph (T):-
(1) "RIGHTS ISSUE" means an offer by or on behalf of the Company
of shares in the Company to persons who already hold shares in
the Company (other than the Founders Share) under which
(subject to any exclusion from the offer of persons which the
Directors may deem necessary to deal with fractional
entitlements or problems with such offer arising in any
overseas territory) the number of shares offered to each
offeree is as nearly as practicable proportionate to the
number of shares already held by him; and
(2) "BASIC ENTITLEMENT" means the number of shares so offered to
an offeree and does not include any shares for which he makes
an excess application, that is, an application for shares so
offered to other shareholders but not taken up by them.
If a person (hereinafter in this paragraph (T) called "THE SAID
PERSON") becomes interested in 15 per cent. or more of the issued
shares of any class of the Company solely because on a rights issue
a holder of shares in the Company (whether he is the said person or
not) accepts up to his basic entitlement of the shares comprised in
such issue and the said person does not thereafter become interested
in any further shares of that class (except solely because of the
same occurring on a further rights issue), a Required Disposal shall
not be required, the Voting Restrictions shall apply only to shares
in excess of such 15 per cent. and any Restriction Notice given to
him shall be modified accordingly.
(U) UNDERWRITING OF SHARE ISSUES AND LIMITATION OF SHAREHOLDINGS
If a person becomes interested in 15 per cent. or more of the issued
shares of any class of the Company solely by underwriting an offer
of shares in the Company in the ordinary course of a business which
includes underwriting offers of securities, then so long as he does
not become interested in any further such shares (except solely by
so underwriting any further such offer) he shall be allowed one year
or such longer period as the Directors consider reasonable (either
of which the Directors may in their absolute discretion extend) in
which to make the Required Disposal and supply reasonable evidence
of it to the Company, and any Restriction Notice shall be modified
accordingly.
19
UNCERTIFICATED SHARES
16. .
(A) DIRECTORS MAY PERMIT SHARES TO BE A PARTICIPATING SECURITY
Subject to the Statutes and the rules of any Relevant System, the
Directors may permit the holding and transfer of any class of shares
in uncertificated form by means of a Relevant System and, subject as
aforesaid, the Directors may at any time determine that any class of
shares shall cease to be a Participating Security.
(B) SHARES MAY BE CHANGED FROM UNCERTIFICATED TO CERTIFICATED FORM AND
VICE VERSA
Where any class of shares in the capital of the Company is a
Participating Security, any share in such class may be changed from
an Uncertificated Share to a Certificated Share and from a
Certificated Share to an Uncertificated Share in accordance with and
subject to the provisions of the Uncertificated Securities
Regulations and the rules and procedures of the Relevant System.
(C) UNCERTIFICATED SHARES ARE NOT A SEPARATE CLASS
Subject to the Statutes, Uncertificated Shares shall not be regarded
as forming a separate class of shares from Certificated Shares of
the same class.
(D) DISAPPLICATION OF INCONSISTENT REGULATIONS
In relation to any class of shares which is a Participating
Security, and for so long as that class of shares or any part of
that class of shares remains a Participating Security, these
Regulations shall (notwithstanding anything contained in these
Regulations) only apply to Uncertificated Shares to the extent that
they are consistent with:-
(1) the holding of shares in that class in uncertificated form;
(2) the transfer of title to shares in that class by means of a
Relevant System; and
(3) the Uncertificated Securities Regulations.
POWER OF SALE OF UNCERTIFICATED SHARES
F.17 POWERS OF COMPANY IN RESPECT OF PROCURING SALES OF UNCERTIFICATED SHARES
Where any class of shares in the capital of the Company is a Participating
Security and the Company is entitled under any provisions of the Statutes
or the rules of any Relevant System or under these Regulations to dispose
20
of, forfeit, enforce a lien over or sell or procure the sale of any shares
of such class which are held in uncertificated form, the Directors shall
have the power (to the extent permitted by and subject to the provisions
of the Uncertificated Securities Regulations and the rules and procedures
of the Relevant System) to take such steps as may be required, by
instruction given by means of a Relevant System or otherwise, to effect
such disposal, forfeiture, enforcement or sale and such powers shall
(subject as aforesaid) include, but shall not be limited to, the power to:
(1) request or require the deletion of any computer-based entries in the
Relevant System relating to such shares;
(2) alter such computer-based entries so as to divest the registered
holder of such shares of the power to transfer them to any person
other than a transferee identified by the Company;
(3) require by notice in writing any holder of such shares:
(a) to change his holding of such shares into certificated form
within such period as may be specified in the notice; or
(b) direct the holder to take such steps as may be necessary to
sell or transfer such shares;
(4) appoint any person to take such steps in the name of the holder of
such shares as may be required to effect transfer of such shares and
such steps shall be as effective as if they had been taken by the
registered holder of the shares concerned.
THE FOUNDERS SHARE
F.18 .
(A) FOUNDERS SHARE MAY DEFEAT RESOLUTION TO VARY OR ABROGATE ITS RIGHTS
Without prejudice to paragraph (A) of Regulation F.4, on any poll on
any resolution of the Company in General Meeting, being a resolution
the passing of which by the requisite majority of votes would be, or
be deemed to be, a variation or abrogation of the rights attached to
the Founders Share, the Founders Share Company, if it opposes such
resolution, shall have the right to cast such number of votes as
shall be necessary to ensure the defeat of such resolution, and such
right may be exercisable either by a representative appointed by the
Founders Share Company in accordance with section 375(1)(a) of the
Act, or by a proxy for the Founders Share Company.
(B) DEEMED VARIATIONS OR ABROGATIONS OF FOUNDERS SHARE RIGHTS
21
For all of the purposes of these Regulations the passing by the
requisite majority of any of the following kinds of resolution by
the Company in General Meeting shall be deemed to be a variation or
abrogation of the rights attached to the Founders Share:-
(1) any Special Resolution the effect of which, if duly passed,
would be to alter, or to delete, or in any way to derogate
from the effect of, any F Regulation or to remove the prefix
"F" from any F Regulation;
(2) any resolution to wind up the Company voluntarily or pursuant
to paragraph (a) of section 122 of the Insolvency Act 1986;
(3) any resolution for, or approving or sanctioning, any
reconstruction of the Company;
(4) any resolution the effect of which, if duly passed, would be
to attach or to authorise the attachment to any share (whether
issued or unissued) of any voting rights which are not
identical in all respects with those attached to the Ordinary
Shares;
(5) any resolution to amend any such resolution as is described in
any of the preceding sub-paragraphs of this paragraph (B).
(C) ACTION WITHOUT CONSENT OF FOUNDERS SHARE COMPANY A DEEMED VARIATION
OR ABROGATION
For all of the purposes of these Regulations the doing of any act or
thing which, in accordance with any provision of these Regulations
requires the prior written consent of the Founders Share Company
shall be deemed to be a variation or abrogation of the rights
attached to the Founders Share.
F.19 .
(A) DEFINITION AND INTERPRETATION AS REGARDS "CONTROL" OF COMPANY
For the purposes of this Regulation:-
(1) where a person would in accordance with Part VI of the Act (as
in force at 11 April 1995 notwithstanding any later repeal,
amendment or re-enactment thereof) and/or Regulation F.15 be
taken to be interested in shares in which another person is
interested or would in accordance therewith be taken to be
interested, such other person shall be deemed to be his
associate;
(2) in addition, two or more persons shall be deemed to be
associates if there are, in the opinion of the Founders Share
Company, reasonable grounds for believing that they have or
are attempting to obtain Control pursuant (either wholly or in
part) to some arrangement between them;
22
(3) arrangement means any agreement, understanding or arrangement
of any kind, whether formal or tacit, and whether or not
legally binding, other than the Deed of Mutual Covenant;
(4) "Control" means the ability to control the exercise of 30 per
cent. or more of the votes which can be cast on a poll at a
General Meeting of the Company (disregarding the rights of the
Founders Share Company and disregarding any suspension of the
voting rights of any shares pursuant to the Statutes or these
Regulations).
(B) DIRECTORS TO INFORM OTHER DIRECTORS (AND DIRECTORS TO INFORM
FOUNDERS SHARE COMPANY) OF ATTEMPTS TO GAIN CONTROL
If any Director becomes aware of any facts which might lead to the
Directors and/or the Founders Share Company taking the view that a
person and his associates (if any) has or have obtained or is or are
attempting to obtain, directly or indirectly, Control, he shall
without delay inform the other Directors of such facts and the
Directors shall forthwith give written notice of such facts to the
Founders Share Company.
(C) FOUNDERS SHARE CONTROL NOTICES
If there are, in the opinion of the Founders Share Company,
reasonable grounds for believing that any person and his associates
(if any) has or have obtained or is or are attempting to obtain,
directly or indirectly, Control, the Founders Share Company, whether
it has received any notice pursuant to paragraph (B) above or not,
shall be entitled in its absolute discretion to serve or cause to be
served at the Office a notice in writing (hereinafter called a
"Founders Share Control Notice"), signed by any one or more of the
Reuter Trustees, to the effect that the Founders Share Company is of
that opinion.
(D) RESCISSION OF FOUNDERS SHARE CONTROL NOTICE
If at any time after the service of a Founders Share Control Notice,
the Founders Share Company becomes of the opinion that no person or
no person and his associates has or have obtained or is or are
attempting to obtain, directly or indirectly, Control, then the
Founders Share Company shall as soon as practicable thereafter
(provided that it is still of that opinion) serve or cause to be
served at the Office a notice in writing, signed by any one or more
of the Reuter Trustees, rescinding such Founders Share Control
Notice, but the service of any such notice in writing pursuant to
and in accordance with this paragraph (D) (in this Regulation called
a "Rescission Notice") shall be without prejudice to the entitlement
of the Founders Share Company subsequently to serve or cause to be
served at the Office another Founders Share Control Notice pursuant
to and in accordance with paragraph (C) above.
23
(E) VOTING RIGHTS OF FOUNDERS SHARE WHILST FOUNDER SHARE CONTROL NOTICE
IN FORCE
At all times after the service at the Office of any Founders Share
Control Notice, until any Rescission Notice rescinding that Founders
Share Control Notice is served, the Founders Share shall confer upon
the Founders Share Company the right to cast, on any poll which
shall be taken on any Ordinary, Special, Extraordinary or other
Resolution which is proposed at any General Meeting of the Company,
such number of votes as shall be necessary to ensure the effective
passing of such Resolution if those votes are cast in favour thereof
or (as may be appropriate) to ensure the defeat of such resolution
if those votes are cast against such Resolution, and such right may
be exercisable either by a representative appointed by the Founders
Share Company in accordance with section 375(1)(a) of the Act, or by
any proxy for the Founders Share Company.
(F) FOUNDERS SHARE COMPANY DECISIONS CONCLUSIVE
Any opinion of the Founders Share Company, which is expressed in and
for the purposes of any Founders Share Control Notice, or which is
manifested by any Rescission Notice, shall be conclusive, final and
binding on all persons concerned, and the validity of any Founders
Share Control Notice or of any Rescission Notice shall not be
impeached by any person on the ground that there was not any basis
or any reasonable basis upon which the Founders Share Company could
have arrived at any such opinion, or on the ground that any
conclusion of fact which the Founders Share Company relied on or
might have relied on in or for the purpose of arriving at any such
opinion was incorrect, or on any other ground whatsoever.
F.20 .
(A) FOUNDERS SHARE COMPANY MAY REQUISITION EXTRAORDINARY GENERAL
MEETINGS
The Founders Share Company shall be entitled at any time and from
time to time to serve upon the Company at the Office, a requisition
in writing, signed on behalf of the Founders Share Company,
requiring the Directors:-
(1) to convene an Extraordinary General Meeting of the Company for
the purposes specified in such requisition; and
(2) to ensure that every copy of any notice by which an
Extraordinary General Meeting is convened pursuant to such
requisition shall be accompanied by a copy of such statement
in writing (if any) of not more than five thousand words as
shall be attached to such requisition.
24
(B) DIRECTORS TO CONVENE REQUISITIONED MEETING AND CIRCULATE ANY
STATEMENT OF THE FOUNDERS SHARE COMPANY
In the event of any such requisition being served as aforesaid at
the Office the Directors shall, not later than the expiration of the
period of seven days next following such service, duly convene an
Extraordinary General Meeting of the Company for the purposes
specified in such requisition (and so that any Extraordinary General
Meeting shall be convened on such minimum period of notice as shall
be sufficient, having regard to the purposes so specified and to the
provisions of the Statutes and of these Regulations relative to
notices of Extraordinary General Meetings), and shall ensure that
every copy of any notice by which such Extraordinary General Meeting
is convened shall be accompanied by a copy of such statement in
writing (if any) as shall have been attached to such requisition in
accordance with the provisions of sub-paragraph (2) of paragraph (A)
of this Regulation.
(C) FOUNDERS SHARE COMPANY MAY CONVENE MEETING IF DIRECTORS IN DEFAULT
If the Directors do not, before the expiration of the period of
seven days next following the service at the Office of any such
requisition as aforesaid, duly convene an Extraordinary General
Meeting in accordance with the provisions of paragraph (B) of this
Regulation and otherwise comply in all respects with those
provisions, the Founders Share Company shall be entitled at any time
after such expiration to convene an Extraordinary General Meeting of
the Company for the purposes specified in such requisition, and so
that:-
(1) any Extraordinary General Meeting which is so convened by the
Founders Share Company shall be convened in the same manner,
as nearly as possible, in which Extraordinary General Meetings
of the Company are to be convened by the Directors pursuant to
paragraph (B) of this Regulation, but so that the requirement
as to minimum notice referred to in such paragraph (B) shall
not apply; and
(2) the Founders Share Company shall be entitled to procure that
each copy of the notice by which any such Extraordinary
General Meeting is convened by the Founders Share Company
shall be accompanied by a copy of such statement in writing of
not more than five thousand words as the Founders Share
Company shall in its absolute discretion think fit, and so
that the Founders Share Company shall have this entitlement
whether or not such requisition had attached thereto, in
accordance with sub-paragraph (2) of paragraph (A) of this
Regulation, any copy of any statement.
25
(D) FOUNDERS SHARE COMPANY MAY CONVENE EXTRAORDINARY GENERAL MEETINGS
WHILE FOUNDERS SHARE CONTROL NOTICE IN FORCE
In addition and without prejudice to the rights conferred upon the
Founders Share Company by the preceding paragraphs of this
Regulation, so long as any Founders Share Control Notice which has
been served at the Office pursuant to and in accordance with the
provisions of paragraph (C) of Regulation F.19 shall not have been
rescinded by a Rescission Notice served at the Office pursuant to
and in accordance with the provisions of paragraph (D) of Regulation
F.19, the Founders Share Company shall be entitled at any time and
from time to time to convene an Extraordinary General Meeting of the
Company for such purposes as the Founders Share Company shall in its
absolute discretion think fit, and shall also be entitled to cause
every copy of any notice by which any Extraordinary General Meeting
is so convened to be accompanied by a copy of such statement in
writing of not more than five thousand words as the Founders Share
Company shall in its absolute discretion think fit. Any
Extraordinary General Meeting which is convened by the Founders
Share Company pursuant to this paragraph (D) shall be convened in
such manner, as nearly as possible, in which Extraordinary General
Meetings are to be convened by the Directors pursuant to paragraph
(B) of this Regulation, but so that the requirement as to minimum
notice referred to in paragraph (B) of this Regulation shall not
apply.
F.21 FOUNDERS SHARE COMPANY MAY RECEIVE NOTICE OF AND ATTEND AND SPEAK AT
GENERAL MEETINGS The Founders Share Company shall be entitled:-
(A) to receive notice of every General Meeting of the Company, and of
every separate General Meeting of the holders of the shares of any
class in the Company's issued share capital; and
(B) to attend, either by a representative appointed in accordance with
section 375(1)(a) of the Act, or by any proxy, at any such General
Meeting or separate General Meeting; and
(C) through any such representative or proxy, to speak at any such
General Meeting or separate General Meeting;
but the Founders Share Company shall not, save as provided in Regulations
F.18 and F.19, be entitled to vote at any General Meeting of the Company,
and shall in no circumstances be entitled to vote at any such separate
General Meeting other than a separate General Meeting of the Founders
Share Company.
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F.22 .
(A) CONSULTATION BETWEEN DIRECTORS AND REUTER TRUSTEES
The Reuter Trustees shall be entitled, at the invitation of the
Directors, to attend meetings of the Directors and to confer with
the Directors, and the Reuter Trustees shall generally be available
to act in a consultative capacity with the Directors.
(B) REUTER TRUSTEES ENTITLED TO RECEIVE REPORTS FROM AND MAKE
REPRESENTATIONS TO THE DIRECTORS
The Reuter Trustees shall be entitled to receive from the Directors
periodical reports of the activities of the Reuters Group, and shall
be entitled to make such representations (if any) to the Directors,
on matters of general interest affecting the Reuters Group, as the
Reuter Trustees may from time to time think fit.
F.23 .
(A) COMPANY TO REIMBURSE FOUNDERS SHARE COMPANY FOR EXPENSES OF REUTER
TRUSTEES
The Company will pay to the Founders Share Company on demand all
such sums of money as the Founders Share Company shall from time to
time certify are required by it:-
(1) to indemnify the Reuter Trustees in respect of their
travelling, hotel and other reasonable expenses incurred in
attending and returning from all meetings of the Reuter
Trustees as directors and members of the Founders Share
Company and in carrying on the functions of the Founders Share
Company, including (but without limitation) the exercise of
the rights, powers and duties exercisable by the Founders
Share Company and the Reuter Trustees;
(2) to indemnify the Founders Share Company in respect of all
disbursements, fees and expenses which have been incurred or
paid or will or may become liable to be incurred by it
including in particular (but without limitation) all expenses
incurred in enforcing the Reuter Trust Principles as contained
and defined in the Deed of Mutual Covenant and any other
provisions contained in the Deed of Mutual Covenant and in
carrying out the objects of the Founders Share Company,
whether by judicial proceedings or otherwise; and
(3) to comply with all statutory requirements in force (and
whether arising under taxation statutes or statutes relating
to companies or otherwise) and applicable to the Founders
Share Company.
27
(B) COMPANY TO FUND OR PROCURE COMPANY SECRETARIAL AND ADMINISTRATIVE
SERVICES FOR FOUNDERS SHARE COMPANY
The Company will pay to the Founders Share Company on demand the
cost of (or at the option of the Founders Share Company procure the
provision without cost to the Founders Share Company of) all company
secretarial services and other ancillary administrative services
which the Founders Share Company may from time to time request.
SHARE CERTIFICATES
24. CONTENTS OF SHARE CERTIFICATES
Every share certificate shall specify the number and class of shares to
which it relates and the amount paid up thereon. No certificate shall be
issued representing shares of more than one class. No certificate shall
normally be issued in respect of shares held by a recognised clearing
house or a nominee of a recognised clearing house or of a recognised
investment exchange.
25. CERTIFICATES FOR JOINT HOLDERS
In the case of a share held jointly by several persons the Company shall
not be bound to issue more than one certificate therefor and delivery of a
certificate to one of joint holders shall be sufficient delivery to all.
26. ENTITLEMENT OF MEMBERS HOLDING CERTIFICATED SHARES TO SHARE CERTIFICATES
Any person (subject as aforesaid) whose name is entered in the Register as
a holder of any Certificated Shares of any one class upon the issue or
transfer thereof shall be entitled without payment to a certificate
therefor (in the case of issue) within one month (or such longer period as
the terms of issue shall provide) after allotment of Certificated Shares
or (in the case of a transfer of fully paid shares) within fourteen days
after lodgment of a transfer or (in the case of a transfer of partly paid
shares) within two months after lodgment of a transfer of Certificated
Shares.
27. ENTITLEMENT TO BALANCING CERTIFICATES
Where some only of the shares comprised in a share certificate are
transferred the old certificate shall be cancelled and a new certificate
for the balance of such Certificated Shares shall be issued in lieu
without charge.
28. .
(A) ENTITLEMENT TO CONSOLIDATING CERTIFICATES
Any two or more certificates representing shares of any one class
held by any member may at his request be cancelled and a single new
certificate for such Certificated Shares issued in lieu without
charge.
28
(B) DIRECTORS MAY ISSUE SPLIT CERTIFICATES
If any member shall surrender for cancellation a share certificate
representing shares held by him and shall request the Company to
issue in lieu two or more share certificates representing such
Certificated Shares in such proportions as he may specify, the
Directors may, subject to the provisions of Regulation 29 below, if
they think fit, comply with such request.
(C) REPLACEMENT OF DAMAGED, LOST OR STOLEN CERTIFICATES
If a share certificate shall be damaged or defaced or alleged to
have been lost, stolen or destroyed, a new certificate representing
the same shares must be issued without charge (other than the
exceptional out of pocket expenses (if any) referred to below) to
the holder upon request subject to delivery up of the old
certificate or (if alleged to have been lost, stolen or destroyed)
upon compliance with such conditions as to evidence and indemnity
and the payment of any exceptional out-of-pocket expenses of the
Company in connection with the request as the Directors may think
fit.
(D) REQUESTS FOR REPLACEMENT CERTIFICATES FOR JOINT HOLDERS
In the case of shares held jointly by several persons any such
request may be made by any one of the joint holders.
29. .
(A) ENTITLEMENT TO CERTIFICATE FOR SHARES CHANGED TO CERTIFICATED SHARES
Subject to the Statutes, these Regulations and the requirements of
the London Stock Exchange, where any Uncertificated Share is changed
to certificated form, the holder (other than a recognised clearing
house or a nominee of a recognised clearing house or of a recognised
investment exchange referred to in Regulation 24) is entitled,
unless the terms of issue of the shares provide otherwise, without
charge, to one certificate in respect of all the Uncertificated
Shares so changed to certificated form.
(B) NO ENTITLEMENT TO CERTIFICATE IN RESPECT OF UNCERTIFICATED SHARES
The provisions of Regulations 24 to 29 (inclusive) shall not apply
so as to require the Company to issue to any person a certificate in
respect of any share where such person holds such share in
uncertificated form.
CALLS ON SHARES
30. DIRECTORS MAY MAKE CALLS FOR AMOUNTS UNPAID ON SHARES
The Directors may from time to time make calls upon the members in respect
of any moneys unpaid on their shares (whether on account of the nominal
value of the shares or, when permitted, by way of premium) but subject
29
always to the terms of issue of such shares. 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 made payable by instalments.
31. OBLIGATION TO PAY CALLS
Each member shall (subject to receiving at least fourteen 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.
The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof. A call may be revoked or postponed as the
Directors may determine.
32. INTEREST ON UNPAID CALLS
If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall
pay interest on the sum from the day appointed for payment thereof to the
time of actual payment at such rate (not exceeding 15 per cent. per annum)
as the Directors determine but the Directors shall be at liberty in any
case or cases to waive payment of such interest wholly or in part.
33. CALLS DEEMED TO BE MADE WHEN SO PROVIDED BY TERMS OF ISSUE OF SHARES
Any sum (whether on account of the nominal value of the share or by way of
premium) which by the terms of issue of a share becomes payable upon
allotment or at any fixed date shall for all the purposes of these
Regulations be deemed to be a call duly made and payable on the date on
which by the terms of issue the same becomes payable. In case of
non-payment all the relevant provisions of these Regulations as to payment
of interest and expenses, forfeiture or otherwise shall apply as if such
sum had become payable by virtue of a call duly made and notified.
34. DIRECTORS' DISCRETION AS TO AMOUNTS AND TIMES OF CALLS ON ISSUE OF SHARES
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.
35. DIRECTORS MAY ACCEPT AND PAY INTEREST ON MONEYS IN ADVANCE OF CALLS
The Directors may if they think fit receive from any member willing to
advance the same all or any part of the moneys (whether on account of the
nominal value of the share or by way of premium) uncalled and unpaid upon
the shares held by him and such payment in advance of calls shall
extinguish to the extent of the payment the liability upon the shares in
respect of which it is made and upon the money so received (until and to
the extent that the same would but for such advance become payable) the
Company may pay interest at such rate (not exceeding 15 per cent. per
annum) as the member paying such sum and the Directors may agree.
30
FORFEITURE AND LIEN
36. DIRECTORS MAY SERVE PAYMENT NOTICE IN RESPECT OF UNPAID CALLS
If a member fails to pay in full any call or instalment of a call on the
due date for payment thereof, the Directors may at any time thereafter
serve a notice on him requiring payment of so much of the call or
instalment as is unpaid together with any interest which may have accrued
thereon and any expenses incurred by the Company by reason of such
non-payment.
37. NOTICE TO PROVIDE FOR FORFEITURE OF SHARES
The notice shall name a further day (not being less than seven days from
the date of service of the notice) on or before which and the place where
the payment required by the notice is to be made, and shall state that in
the event of non-payment in accordance therewith the shares on which the
call has been made will be liable to be forfeited.
38. FORFEITURE OF SHARES
If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which such notice has been given may at any time
thereafter, before payment of all calls and interest and expenses due in
respect thereof has been made, be forfeited by a resolution of the
Directors to that effect. Such forfeiture shall include all dividends
declared in respect of the forfeited share and not actually paid before
forfeiture. The Directors may accept a surrender of any share liable to be
forfeited hereunder.
39. FORFEITED OR SURRENDERED SHARE THE PROPERTY OF THE COMPANY
A share so forfeited or surrendered shall become the property of the
Company and may be sold, re-allotted or otherwise disposed of either to
the person who was before such forfeiture or surrender the holder thereof
or entitled thereto or to any other person upon such terms and in such
manner as the Directors shall think fit and at any time before a sale,
re-allotment or disposition the forfeiture or surrender may be cancelled
on such terms as the Directors think fit. The Directors may, if necessary,
authorise some person to transfer a forfeited or surrendered share to any
such other person as aforesaid.
40. EX-MEMBER TO REMAIN LIABLE FOR MONEYS UNPAID ON FORFEITED SHARES
A member whose shares have been forfeited or surrendered shall cease to be
a member in respect of the shares but shall notwithstanding the forfeiture
or surrender remain liable to pay the Company all moneys which at the date
of forfeiture or surrender were presently payable by him to the Company in
respect of the shares with interest thereon at 15 per cent. per annum (or
such lower rate as the Directors may determine) from the date of
forfeiture or surrender until such payment and the Directors may at their
31
absolute discretion enforce payment without allowance for the value of the
shares at the time of forfeiture or surrender or waive payment in whole or
in part.
41. COMPANY TO HAVE LIEN ON SHARES NOT FULLY PAID
The Company shall have a first and paramount lien on every share (not
being a fully paid share) for all moneys (whether presently payable or
not) called or payable at a fixed time in respect of such share. The
Directors may waive any lien which has arisen and may resolve that any
shares for some limited period be exempt wholly or partially from the
provisions of this Regulation.
42. COMPANY'S POWER OF SALE UNDER LIEN
The Company may sell in such manner as the Directors think fit any share
on which the Company has a lien, but no sale shall be made unless some sum
in respect of which the lien exists is presently payable nor until the
expiration of fourteen days after a notice in writing stating and
demanding payment of the sum presently payable and giving notice of
intention to sell in default shall have been given to the holder for the
time being of the share or the person entitled thereto by reason of his
death or bankruptcy.
43. APPLICATION OF SALE PROCEEDS
The net proceeds of such sale after payment of the costs of such sale
shall be applied in or towards payment or satisfaction of the debts or
liabilities in respect whereof the lien exists so far as the same are then
payable and any residue shall, upon surrender to the Company for
cancellation of the certificate for the share sold or the provision of any
indemnity (with or without security) required by the Directors as to any
lost or destroyed certificate and subject to a like lien for debts or
liabilities not presently payable as existed upon the share prior to the
sale, be paid to the person entitled to the share at the time of the sale.
For the purpose of giving effect to any such sale the Directors may
authorise some person to transfer the share sold to, or in accordance with
the directions of, the purchaser.
44. TITLE TO SHARES SOLD UNDER LIEN OR AFTER FORFEITURE
A statutory declaration in writing that the declarant is a Director or the
Secretary of the Company and that a share has been duly forfeited or
surrendered or sold to satisfy a lien of the Company 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. Such
declaration and the receipt of the Company for the consideration (if any)
given for the share on the sale, re-allotment or disposal thereof together
with the share certificate delivered to a purchaser or allottee thereof
shall (subject to the execution of a transfer if the same be required)
constitute a good title to the share and the person to whom the share is
sold, re-allotted or disposed of shall be registered as the holder of the
share and shall not be bound to see to the application of the purchase
32
money (if any) nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings relating to the forfeiture,
surrender, sale, re-allotment or disposal of the share.
TRANSFER OF SHARES
45. .
(A) REQUIREMENTS AS TO FORM OF TRANSFERS OF CERTIFICATED SHARES
All transfers of Certificated Shares may be effected by transfer in
writing in any usual or common form or in any other form acceptable
to the Directors and may be under hand only. The instrument of
transfer shall be signed by or on behalf of the transferor and
(except in the case of fully paid shares) by or on behalf of the
transferee.
(B) REQUIREMENTS AS TO TRANSFERS OF UNCERTIFICATED SHARES
A member may transfer all or any of his Uncertificated Shares in the
manner provided for in the rules and procedures of the Operator of
the Relevant System and in accordance with and subject to the
Uncertificated Securities Regulations.
(C) TRANSFEROR TO REMAIN HOLDER UNTIL TRANSFER ACTUALLY REGISTERED
The transferor of a share shall remain the holder of the share
concerned until the name of the transferee is entered in the
Register in respect thereof.
46. DIRECTORS MAY SUSPEND REGISTRATION OF TRANSFERS
Subject to the Statutes, the registration of transfers may be suspended at
such times and for such periods as the Directors may from time to time
determine and either generally or in respect of any class of shares,
provided that the Company shall not close any Register relating to a
Participating Security without the consent of the Operator of the Relevant
System. The Register shall not be closed for more than thirty days in any
year.
47. .
(A) DIRECTORS MAY REFUSE TO REGISTER CERTAIN RENUNCIATIONS AND TRANSFERS
OF CERTIFICATED SHARES
The Directors may refuse to register an allotment or a transfer of
Certificated Shares (whether fully paid or not) in favour of more
than four persons jointly. If the Directors refuse to register a
renounceable letter of allotment or a transfer of a Certificated
Share they shall within two months after the date on which the
letter of allotment or transfer was lodged with the Company send to
the allottee or transferee notice of the refusal.
33
(B) DIRECTORS MAY REFUSE TO REGISTER TRANSFERS OF CERTIFICATED SHARES OF
MORE THAN ONE CLASS OF SHARE, UNSTAMPED TRANSFERS OR TRANSFERS
UNACCOMPANIED BY PROOF OF TRANSFEROR'S TITLE
The Directors may also decline to recognise any instrument of
transfer in respect of Certificated Shares (which for the purposes
of these Regulations shall include a renunciation of a renounceable
letter of allotment) unless the instrument of transfer is in respect
of only one class of share, is duly stamped (if required) and is
lodged at the Transfer Office accompanied by the relevant share
certificate(s) (except in the case of a renunciation and as
described below) and such other evidence as the Directors may
reasonably require to show the right of the transferor to make the
transfer (and, if the instrument of transfer is executed by some
other person on his behalf, the authority of that person so to do).
In the case of a transfer by a recognised clearing house or a
nominee of a recognised clearing house or of a recognised investment
exchange the lodgment of share certificates will only be necessary
if and to the extent that certificates have been issued in respect
of the shares in question.
48. .
(A) REGISTRATION OF TRANSFERS OF UNCERTIFICATED SHARES
The Company shall register a transfer of title to any Uncertificated
Share or any renounceable right of allotment of a share which is a
Participating Security held in uncertificated form, but so that the
Directors may refuse to register such a transfer in favour of more
than four persons jointly or in any other circumstance permitted by
the Uncertificated Securities Regulations.
(B) DIRECTORS TO NOTIFY REFUSALS TO REGISTER TRANSFERS OF UNCERTIFICATED
SHARES
If the Directors refuse to register the transfer of an
Uncertificated Share or of any renounceable right of allotment of a
share which is a Participating Security held in uncertificated form
the Company shall, within two months after the date on which the
transfer instruction relating to such transfer was received by the
Company, send notice of the refusal to the transferee.
49. COMPANY MAY RETAIN REGISTERED TRANSFERS
All instruments of transfer which are registered may be retained by the
Company.
50. NO FEE FOR REGISTRATION OF TRANSFERS OR RELATED DOCUMENTS
No fee will be charged by the Company in respect of the registration of
any instrument of transfer or probate or letters of administration or
certificate of marriage or death or stop notice or power of attorney or
other document or instruction relating to or affecting the title to any
34
shares or otherwise for making any entry in the Register affecting the
title to any shares.
51. COMPANY MAY DESTROY DOCUMENTS AFTER CERTAIN PERIODS
The Company shall be entitled to destroy all instruments of transfer or
other documents which have been registered or on the basis of which
registration was made at any time after the expiration of six years from
the date of registration thereof and all dividend mandates and
notifications of change of address at any time after the expiration of two
years from the date of recording thereof and all share certificates which
have been cancelled at any time after the expiration of one year from the
date of cancellation thereof and it shall conclusively be presumed in
favour of the Company that every entry in the Register purporting to have
been made on the basis of an instrument of transfer or other such document
so destroyed was duly and properly made and every instrument of transfer
so destroyed was a valid and effective instrument duly and properly
registered and every share certificate so destroyed was a valid and
effective certificate duly and properly cancelled and every other document
hereinbefore mentioned so destroyed was a valid and effective document in
accordance with the recorded particulars thereof in the books or records
of the Company. Provided always that:-
(1) the provisions aforesaid shall apply only to the destruction of a
document in good faith and without notice of any claim (regardless
of the parties thereto) to which the document might be relevant;
(2) nothing herein contained shall be construed as imposing upon the
Company any liability in respect of the destruction of any such
document earlier than as aforesaid or in any other circumstances
which would not attach to the Company in the absence of this
Regulation;
(3) reference herein to the destruction of any document include
references to disposal thereof in any manner.
TRANSMISSION OF SHARES
52. PERSONAL REPRESENTATIVES OF DECEASED HOLDERS ENTITLED TO SHARES BUT
LIABILITIES OF ESTATE CONTINUE
In case of the death of a shareholder, the survivors or survivor where the
deceased was a joint holder, and the executors or administrators of the
deceased where a sole or only surviving holder, shall be the only persons
recognised by the Company as having any title to his interest in the
shares, but nothing in this Regulation shall release the estate of a
deceased holder (whether sole or joint) from any liability in respect of
any share held by him.
35
53. .
(A) REGISTRATION OF PERSONS ENTITLED TO SHARES BY OPERATION OF LAW
Any person becoming entitled to a share in consequence of the death
or bankruptcy of a member or otherwise by operation of law may
(subject as hereinafter provided) upon supplying to the Company such
evidence as the Directors may reasonably require to show his title
to the share either be registered himself as holder of the share
upon giving to the Company notice in writing of such desire of his
or transfer such share to some other person.
(B) REGISTRATION OF OTHER PERSONS
If he elects to have another person registered, he shall:
(1) in the case of a Certificated Share, execute an instrument of
transfer of the Certificated Share to that person; or
(2) in the case of an Uncertificated Share, either procure that
instructions are given by means of the Relevant System to
effect the transfer of such Uncertificated Share to that
person in accordance with the Uncertificated Securities
Regulations, or procure that the Uncertificated Share is
changed to certificated form and execute an instrument of
transfer of that Certificated Share to that person.
(C) LIMITATIONS APPLY TO SUCH TRANSFERS
All the limitations, restrictions and provisions of these
Regulations relating to the right to transfer and the registration
of transfers of shares shall be applicable to any such notice or
transfer as aforesaid as if the death or bankruptcy of the member
had not occurred and the notice or transfer were a transfer executed
or instruction given by such member.
54. ENTITLEMENT TO SHARE RIGHTS PENDING REGISTRATION OF PERSONS ENTITLED TO
SHARES BY OPERATION OF LAW
Save as otherwise provided by or in accordance with these Regulations, a
person becoming entitled to a share in consequence of the death or
bankruptcy of a member or otherwise by operation of law (upon supplying to
the Company such evidence as the Directors may reasonably require to show
his title to the share) shall be entitled to the same dividends and other
advantages as those to which he would be entitled if he were the
registered holder of the share except that he shall not be entitled in
respect thereof (except with the authority of the Directors) to exercise
any right conferred by membership in relation to meetings of the Company
until he shall have been registered as a member in respect of the share.
36
UNTRACED SHAREHOLDERS
55. .
(A) COMPANY MAY SELL SHARES OF UNTRACED HOLDERS AFTER CERTAIN PERIODS
The Company shall be entitled to sell the shares of a member or the
shares to which a person is entitled by virtue of transmission on
death or bankruptcy or otherwise by operation of law if and provided
that:-
(1) during the period of twelve years prior to the date of the
publication of the advertisements referred to in paragraph (2)
below (or, if published on different dates, the first thereof)
no communication has been received by the Company from the
member or the person entitled by transmission and no cheque or
warrant sent by the Company through the post in a pre-paid
letter addressed to the member or to the person entitled by
transmission to the shares at his address on the Register or
otherwise the last known address given by the member or the
person entitled by transmission to which cheques and warrants
are to be sent has been cashed or no payment made by the
Company by any other means permitted by these Regulations has
been claimed or accepted and at least three dividends in
respect of the shares in question have become payable and no
dividend in respect of those shares has been claimed; and
(2) the Company shall on expiry of the said period of twelve years
have inserted advertisements in both a national daily
newspaper and in a newspaper circulating in the area in which
the last known address of the member or the address at which
service of notices may be effected in the manner authorised by
these Regulations is located giving notice of its intention to
sell the said shares; and
(3) during the said period of twelve years and the period of three
months following the publication of the said advertisements
the Company shall have received no communication from such
member or person; and
(4) notice shall have been given to the London Stock Exchange in
London of its intention to make such sale.
(B) POWER OF SALE TO EXTEND TO ADDITIONAL SHARES
In addition to the power of sale conferred by paragraph (A) above,
if during the period of 12 years referred to in paragraph (A)(1)
above or a further period ending on the date when all the
requirements of paragraphs (A)(1) to (4) above have been satisfied
additional shares have been issued in right of those shares held at
the beginning of, or previously so issued during, those periods and
all the requirements of paragraphs (A)(1) to (4) have been satisfied
in respect of the additional shares, the Company shall be entitled
37
to sell the additional shares of the relevant member or the relevant
person entitled by transmission, as the case may be.
(C) PROCEDURES FOR EXERCISE OF POWER OF SALE
To give effect to any such sale the Company may appoint any person
to execute as transferor an instrument of transfer of Certificated
Shares or, in respect of any Uncertificated Shares, the Directors
may exercise any of the powers conferred on the Company by
Regulation F.17 to effect transfer of the shares, and such
instrument or exercise of such powers (as the case may be) shall be
as effective as if it had been executed or exercised by the
registered holder of or person entitled by transmission to such
shares, and the title of the transferee shall not be affected by any
irregularity or invalidity in the proceedings relating thereto. The
net proceeds of sale shall belong to the Company which shall be
obliged to account to the former member or other person previously
entitled as aforesaid for an amount equal to such proceeds and shall
enter the name of such former member or other person in the books of
the Company as a creditor for such amount which shall be a permanent
debt of the Company. No trust shall be created in respect of the
debt, no interest shall be payable in respect of the same and the
Company shall not be required to account for any money earned on the
net proceeds, which may be employed in the business of the Company
or invested in such investments (other than shares of the Company or
its parent undertaking, if any) as the Directors may from time to
time think fit.
GENERAL MEETINGS
56. ANNUAL GENERAL MEETINGS TO BE HELD
An Annual General Meeting shall be held once in every year, at such time
(within a period of not more than fifteen months after the holding of the
last preceding Annual General Meeting) and place as may be determined by
the Directors. All other General Meetings shall be called Extraordinary
General Meetings.
57. DIRECTORS TO CONVENE EXTRAORDINARY GENERAL MEETINGS
The Directors may whenever they think fit, and shall on any requisition
made in accordance with the Statutes, proceed with proper expedition to
convene an Extraordinary General Meeting.
38
NOTICE OF GENERAL MEETINGS
F.58 .
(A) PERIODS OF NOTICE FOR GENERAL MEETINGS
An Annual General Meeting and any Extraordinary General Meeting at
which it is proposed to pass a Special Resolution, or (save as
provided by the Statutes) a resolution of which special notice has
been given to the Company, shall be called by twenty one days'
notice in writing at the least, and any other Extraordinary General
Meeting by fourteen days' notice in writing at the least. The period
of notice shall in each case be exclusive of the day on which it is
served or deemed to be served and of the day on which the meeting is
to be held and shall, subject as provided in paragraph (B) of this
Regulation F.58, be given in the manner hereinafter mentioned to all
members other than such as are not under the provisions of these
Regulations entitled to receive such notices from the Company.
Provided that a General Meeting notwithstanding that it has been
called by a shorter notice than that specified above shall be deemed
to have been duly called if it is so agreed:-
(1) in the case of an Annual General Meeting by all the members
entitled to attend and vote thereat which for this purpose
shall include the Founders Share Company; and
(2) in the case of an Extraordinary General Meeting by a majority
in number of the members having a right to attend and vote
thereat, being a majority together holding not less than 95
per cent. in nominal value of the shares giving that right,
and by the Founders Share Company.
(B) DETERMINATION OF RECORD DATE FOR SERVING NOTICES OF MEETINGS
For the purposes of serving notices of meetings, whether under
section 370(2) of the Act or any other enactment or under these
Regulations, the Directors may determine that persons entitled to
receive such notices are those persons entered on the Register at
the close of business on a day determined by the Directors, provided
that, if the Company is a participating issuer, the day determined
by the Directors may not be more than 21 days before the day that
the relevant notice of meeting is sent.
(C) ACCIDENTAL NON-DELIVERY OF NOTICE TO OR NON-RECEIPT OF NOTICE BY ANY
PERSON (EXCEPT FOUNDERS SHARE COMPANY) NOT TO INVALIDATE PROCEEDINGS
AT MEETING
The accidental omission to give notice to or the non-receipt of
notice by any person entitled thereto (other than in each case the
Founders Share Company) shall not invalidate the proceedings at any
General Meeting.
39
59. .
(A) CONTENTS OF NOTICES OF GENERAL MEETINGS
Every notice of a General Meeting shall specify the principal
meeting place and the satellite meeting places (if any) and the day
and hour of the meeting and there shall appear with reasonable
prominence in every such notice a statement that a member entitled
to attend and vote is entitled to appoint a proxy or proxies to
attend and, on a poll, vote instead of him and that a proxy need not
be a member of the Company.
(B) NOTICE OF ANNUAL GENERAL MEETING
In the case of an Annual General Meeting, the notice shall also
specify the meeting as such.
(C) NOTICES TO IDENTIFY SPECIAL BUSINESS
In the case of any General Meeting at which business other than
routine business is to be transacted, the notice shall specify the
general nature of such business; and, if any resolution is to be
proposed as an Extraordinary Resolution or as a Special Resolution,
the notice shall contain a statement to that effect.
(D) DETERMINATION OF RECORD DATE FOR ENTITLEMENT TO ATTEND AND VOTE AT
GENERAL MEETINGS
For the purposes of determining which persons are entitled to attend
or vote at any General Meeting, the notice may also specify a time
(which shall not be more than 48 hours before the time fixed for the
meeting) by which a person must be entered on the Register in order
to have the right to attend or vote at the meeting. Changes to
entries on the Register after the time so specified in the notice
shall be disregarded in determining the rights of any person to so
attend or vote.
60. ROUTINE BUSINESS OF ANNUAL GENERAL MEETINGS
Routine business shall mean and include any business transacted at an
Annual General Meeting of the following classes:-
(1) declaring dividends;
(2) receiving and/or adopting the accounts, the reports of the Directors
and Auditors and other documents required to be attached or annexed
to the accounts;
(3) appointing or re-appointing Directors to fill vacancies arising at
the meeting on retirement whether by rotation or otherwise;
40
(4) re-appointing the retiring Auditors (unless they were last appointed
otherwise than by the Company in General Meeting);
(5) fixing the remuneration of the Auditors or determining the manner in
which such remuneration is to be fixed; and
(6) granting, renewing or varying authority under section 80 of the Act
or disapplying section 89 of the Act.
PROCEEDINGS AT GENERAL MEETINGS
61. .
(A) CHAIRMANSHIP OF GENERAL MEETINGS
The Chairman of the Directors, failing whom one of the Deputy
Chairmen, shall preside as chairman at a General Meeting. If there
be no such Chairman or Deputy Chairman, or if at any meeting neither
be present within five minutes after the time appointed for holding
the meeting and willing to act, the Directors present shall choose
one of their number (or, if no Director be present or if all the
Directors present decline to take the chair, the members present
shall choose one of their number) to be chairman of the meeting.
(B) DIRECTORS MAY ATTEND AND SPEAK AT GENERAL MEETINGS
A Director is entitled to attend and speak at a General Meeting and
at a separate General Meeting of the holders of a class of shares or
debentures whether or not he is a member.
F.62 .
(A) DIRECTORS MAY MAKE PROVISION FOR PERSONS (OTHER THAN FOUNDERS SHARE
COMPANY) TO ATTEND GENERAL MEETINGS AT SATELLITE VENUES
The Directors may resolve to enable persons entitled to attend a
General Meeting (other than the representative or proxy of the
Founders Share Company) to do so by attending at a satellite meeting
place anywhere in the world and the members present in person or by
proxy at satellite meeting places shall be counted in the quorum for
and entitled to vote at the meeting, and the meeting shall be duly
constituted and its proceedings valid provided that (a) in the case
of any General Meeting falling within the proviso to paragraph (A)
of Regulation F.63, the Founders Share Company has given its prior
written consent, and (b) the chairman of the General Meeting is
satisfied that adequate facilities are available throughout the
General Meeting to ensure that members attending at all the meeting
places are able to (i) participate in the business for which the
meeting has been convened, (ii) hear and see all persons present at
and who speak (whether by the use of microphones, loudspeakers,
41
audio-visual communications equipment or otherwise) in the principal
meeting place, any satellite meeting place or elsewhere in
accordance with paragraph (D) below, and (iii) be heard and seen by
all other persons so present in the same way. The chairman of the
General Meeting shall be present at, and the meeting shall be deemed
to take place at, the principal meeting place.
(B) DISCRETION OF CHAIRMAN TO INTERRUPT OR ADJOURN GENERAL MEETINGS
If it appears to the chairman of the General Meeting that the
facilities at the principal meeting place or any satellite meeting
place have become inadequate for the purposes referred to in
paragraph (A) above, then the chairman may, without the consent of
the meeting, interrupt or adjourn the General Meeting for such time
and/or to such other place as the chairman of the General Meeting
may in his absolute discretion determine. All business conducted at
that General Meeting up to the time of such adjournment shall be
valid.
(C) DIRECTORS MAY ARRANGE FOR PERSONS TO HEAR, SEE AND SPEAK AT GENERAL
MEETINGS BY AUDIO-VISUAL MEANS
The Directors may make arrangements for persons entitled to attend a
General Meeting to be able to view and/or hear the proceedings of
any General Meeting and/or to speak at the meeting (whether by the
use of microphones, loudspeakers, audio-visual communications
equipment or otherwise), by attending a venue anywhere in the world
not being a satellite meeting place and those attending any such
venue shall not be regarded as present and shall not be entitled to
vote at the meeting at or from that venue and the inability for any
reason of any member present in person or by proxy at such a venue
to view and/or hear all or any of the proceedings of the meeting
and/or to speak at the meeting shall not in any way affect the
validity of such proceedings.
(D) VALIDITY OF MEETINGS IF ACCOMMODATION INADEQUATE
If it appears to the chairman of the General Meeting that any
principal meeting place or satellite meeting place specified in the
notice convening the meeting is inadequate to accommodate all
members entitled and wishing to attend, the meeting shall be duly
constituted and its proceedings valid if (a) in the case of any
General Meeting falling within the proviso to paragraph (A) of
Regulation F.63, any representative or proxy of the Founders Share
Company is allowed to be present at the principal meeting place, and
(b) the chairman is satisfied that adequate facilities are available
to ensure that any other member who is unable to be accommodated is
able to (i) participate in the business for which the meeting has
been convened, and (ii) hear and see all persons present at and who
speak (whether by the use of microphones, loudspeakers, audio-visual
communications equipment or otherwise), in the principal meeting
43
place, any satellite meeting place or elsewhere in accordance with
this paragraph (D), and (iii) be heard and seen by all other persons
so present in the same way.
(E) RIGHTS OF MEMBERS TO TAKE PART IN GENERAL MEETINGS
For the purposes of this Regulation, the right for a member to
participate in the business of any General Meeting shall include,
without limitation, the right to: speak; vote on any show of hands;
vote on any poll; be represented by a proxy; and the right to have
access to all documents which are required by the Statutes and these
Regulations to be made available at the meeting.
F.63 .
(A) QUORUM FOR GENERAL MEETINGS
No business (other than the appointment of a chairman) shall be
transacted at any General Meeting unless a quorum is present at the
time when the meeting proceeds to business. Any two members present
in person or by proxy and entitled to vote or the Founders Share
Company, present either by a representative appointed in accordance
with section 375(1)(a) of the Act or by proxy, shall constitute a
quorum for all purposes at any General Meeting. Provided that at any
General Meeting:-
(1) the business of which includes the consideration of any such
resolution as is mentioned in Regulation F.18, or
(2) which is held at a time when a Founders Share Control Notice,
which has been served at the Office pursuant to and in
accordance with paragraph (C) of Regulation F.19, has not been
rescinded by any Rescission Notice served at the Office
pursuant to and in accordance with paragraph (D) of that
Regulation, or
(3) which is called by shorter notice than the twenty one days or
fourteen days (as the case may be) specified in Regulation
F.58,
a quorum shall not be present for any purpose unless the Founders
Share Company is present thereat, either by a representative
appointed as aforesaid or by proxy.
(B) MEETINGS WHERE NO QUORUM PRESENT
If within five minutes from the time appointed for a General Meeting
(or such longer interval as the chairman of the meeting may think
fit to allow) a quorum is not present, the General Meeting, if
convened pursuant to any of the provisions of section 368 of the Act
or of Regulation F.20, shall be dissolved. In any other case it
43
shall stand adjourned to such other day and such time and such
principal meeting place and satellite meeting places as may have
been specified for the purpose in the notice convening the General
Meeting or (if not so specified) as the chairman of the General
Meeting may determine and in the latter case not less than seven
days' notice of the adjourned meeting shall be given, subject always
to the provisions of paragraph (B) of Regulation F.58, in like
manner as in the case of the original meeting. At any such adjourned
meeting all of the provisions of paragraph (A) of this Regulation
shall apply as though every reference in that Regulation to a
General Meeting included a reference to any such adjourned meeting.
F.64 .
(A) ADJOURNMENT OF GENERAL MEETINGS
The chairman of any General Meeting at which a quorum is present may
with the consent of the General Meeting (and shall if so directed by
the General Meeting) adjourn the meeting from time to time and from
place to place or for an indefinite period, provided that in the
case of any General Meeting falling within the proviso to paragraph
(A) of Regulation F.63 any such adjournment will be subject to the
consent of any representative or proxy of the Founders Share
Company.
(B) CHAIRMAN'S POWER TO ADJOURN IN CERTAIN CIRCUMSTANCES
Without prejudice to any other power which he may have under the
provisions of these Regulations or at common law, the chairman of
any General Meeting may (without the consent of the meeting but, in
the case of any General Meeting falling within the proviso to
paragraph (A) of Regulation F.63, subject to the consent of any
representative or proxy of the Founders Share Company) interrupt or
adjourn a meeting if he is of the opinion that it has become
necessary to do so in order to (i) secure the proper and orderly
conduct of the meeting, or (ii) give all persons entitled to do so a
reasonable opportunity of speaking and voting at the meeting, or
(iii) ensure the proper disposal of the business of the meeting. Any
such adjournment may be for such time as the chairman of the meeting
may in his absolute discretion determine, and the chairman of the
meeting shall have power to specify some other place for holding the
meeting, notwithstanding that by reason of such adjournment some
members may be unable to be present at the adjourned meeting. Any
such person may nevertheless execute a form of proxy for the
adjourned meeting and if he shall do so and shall deliver the same
to the chairman of the adjourned meeting or to the Secretary of the
Company, such proxy shall be valid notwithstanding that it is given
at less notice than would otherwise be required under these
Regulations.
44
(C) BUSINESS AT ADJOURNED GENERAL MEETINGS
No business shall be transacted at any adjourned meeting except
business which might lawfully have been transacted at the meeting
from which the adjournment took place. Business transacted at any
adjourned meeting shall be treated as business transacted at the
General Meeting which had been adjourned. Where a meeting is
adjourned for an indefinite period, the time and place for the
adjourned meeting shall be fixed by the Directors. When a meeting is
adjourned for thirty days or more or for an indefinite period, not
less than seven days' notice of the adjourned meeting shall be
given, subject always to the provisions of paragraph (B) of
Regulation F.58, in like manner as in the case of the original
meeting. At any adjourned meeting held pursuant to any of the
provisions of this Regulation all of the provisions of Regulation 60
and Regulation F.63 shall apply as though every reference in those
Regulations to a General Meeting included a reference to any such
adjourned meeting.
65. NOTICE OF ADJOURNMENT NOT REQUIRED
Save as hereinbefore expressly provided, it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at any
adjourned meeting.
66. AMENDMENTS TO RESOLUTIONS
If an amendment shall be proposed to any resolution under consideration
but shall in good faith be ruled out of order by the chairman of the
meeting the proceedings on the substantive resolution shall not be
invalidated by any error in such ruling. In the case of a resolution duly
proposed as a Special or Extraordinary Resolution no amendment thereto
(other than a mere clerical amendment to correct a patent error) may in
any event be considered or voted upon.
F.67 VOTES BY SHOW OF HANDS UNLESS POLL DEMANDED AND REQUISITIONISTS REQUIRED
FOR POLL
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 by:-
(A) the chairman of the meeting; or
(B) not less than three members present in person or by proxy and
entitled to vote; or
(C) a member or members present in person or by proxy 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
45
(D) a member or members present in person or by proxy and 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; or
(E) the Founders Share Company, present either by a representative
appointed in accordance with section 375(1)(a) of the Act or by
proxy.
Provided that:-
(1) any such resolution as is mentioned in Regulation F.18, and
(2) any resolution which is proposed at a General Meeting at a time when
a Founders Share Control Notice, which has been served at the Office
pursuant to and in accordance with paragraph (C) of Regulation F.19,
has not been rescinded by any Rescission Notice served at the Office
pursuant to and in accordance with paragraph (D) of that Regulation,
shall, in the absence of the written consent of the Founders Share Company
to the contrary, be a resolution on which a poll must be taken, and in the
event that a poll shall not be taken on any such resolution as aforesaid
the result of any show of hands on that resolution shall be deemed to be
invalid for all purposes.
68. .
(A) WITHDRAWAL OF DEMAND FOR POLL
A demand for a poll may be withdrawn only with the approval of the
General Meeting. Unless a poll is duly demanded, or is required to
be taken, a declaration by the chairman of the meeting that a
resolution has been carried, or carried unanimously, or by a
particular majority, or lost, and an entry to that effect in the
minute book, shall be conclusive evidence of that fact without proof
of the number or proportion of the votes recorded for or against
such resolution. If a poll is duly demanded, or is required to be
taken, it shall be taken in such manner (including the use of ballot
or other voting papers or tickets) as the chairman of the meeting
may direct, and the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was so demanded or
required to be taken. The chairman of the meeting may (and if so
directed by the meeting shall) appoint scrutineers and may adjourn
the meeting to some place and time fixed by him for the purpose of
declaring the result of the poll.
(B) PROCEDURE FOR POLLS
A poll which is duly demanded (or which is required to be taken) on
the choice of a chairman or on a question of adjournment shall be
taken forthwith. A poll which is duly demanded (or which is required
to be taken) on any other question shall be taken either immediately
46
or at such subsequent time (not being more than thirty days from the
date of the meeting) and place as the chairman may direct. No notice
need be given of a poll not taken immediately. The fact that a poll
shall have been duly demanded (or shall be required to be taken) on
any question (other than on the choice of a chairman or an
adjournment) shall not prevent the continuance of the meeting for
the transaction of any business other than that question.
69. CHAIRMAN TO HAVE CASTING VOTE
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 casting vote.
F.70 ARRANGEMENTS FOR SECURITY OF GENERAL MEETINGS
The Directors and, at any General Meeting, the chairman may make any
arrangement and impose any restriction they consider appropriate to ensure
the security and orderly conduct of a General Meeting including, without
limitation, the searching of the personal property of persons attending
the meeting and the restriction of items that may be taken into the
meeting place. The Directors and, at any General Meeting, the chairman is
entitled to refuse entry to a meeting to a person (other than any
representative or proxy of the Founders Share Company) who refuses to
comply with these arrangements or restrictions.
VOTES OF MEMBERS
71. VOTES ON SHOW OF HANDS AND ON POLLS
Subject as otherwise provided by these Regulations, at any General Meeting
of the Company:-
(1) on any show of hands every member entitled to vote at such General
Meeting other than the Founders Share Company who is present in
person shall have one vote;
(2) on any poll every holder of Ordinary Shares shall have one vote for
every Ordinary Share of which he is the holder.
72. VOTES OF JOINT HOLDERS
In the case of joint holders of a share the vote of the senior who tenders
a vote, whether in person or by proxy, shall be accepted to the exclusion
of the votes of the other joint holders and for this purpose seniority
shall be determined by the order in which the names stand in the Register
in respect of the share.
47
73. VOTES BY RECEIVERS AND OTHERS ON BEHALF OF MEMBERS SUFFERING FROM MENTAL
DISORDER
Where in England or elsewhere a receiver or other person (by whatever name
called) has been appointed by any court claiming jurisdiction in that
behalf to exercise powers with respect to the property or affairs of any
member on the ground (however formulated) of mental disorder, the
Directors may in their absolute discretion, upon or subject to production
of such evidence of the appointment as the Directors may require, permit
such receiver or other person on behalf of such member to vote in person
or by proxy at any General Meeting or to exercise any other right
conferred by membership in relation to meetings of the Company.
F.74 .
(A) NO MEMBERS TO VOTE IF SUMS UNPAID ON SHARES
No member shall, unless the Directors otherwise determine, be
entitled in respect of shares held by him to vote at a General
Meeting or meeting of the holders of any class of shares of the
Company either personally or by proxy or to exercise any other right
conferred by membership in relation to meetings of the Company or of
the holders of any class of shares of the Company if any call or
other sum presently payable by him to the Company in respect of such
shares remains unpaid.
(B) DIRECTION NOTICES TO MEMBERS AND OTHERS NOT ENTITLED TO VOTE BECAUSE
IN DEFAULT UNDER SECTION 212
If any member, or any other person appearing to be interested in
shares held by such member, has been duly served with a notice under
section 212 of the Act and is in default for the prescribed period
in supplying to the Company the information thereby required, then
the Directors may in their absolute discretion at any time
thereafter by notice (a "DIRECTION NOTICE") to such member direct
that:-
(1) in respect of the shares in relation to which the default
occurred (the "DEFAULT SHARES") the member shall not be
entitled to attend or vote (either in person or by proxy) at a
General Meeting or at a separate general meeting of the
holders of a class of shares or on a poll;
(2) where the Default Shares represent at least 0.25 per cent. of
the class of shares concerned, then the Direction Notice may
additionally direct that any of the following shall be
effected:-
(a) in respect of the Default Shares any dividend or other
money which would otherwise be payable on such shares
shall be retained by the Company without any liability
to pay interest thereon when such money is finally paid
to the member and any shares issued in lieu of dividend
be withheld by the Company;
48
(b) no transfer of any Default Shares which are held in
certificated form shall be registered unless the
transfer is an approved transfer or:-
(i) the member is not himself in default as regards
supplying the information requested; and
(ii) the transfer is of part only of the member's
holding and when presented for registration is
accompanied by a certificate by the member in a
form satisfactory to the Directors to the effect
that after due and careful enquiry the member is
satisfied that no person in default as regards
supplying such information is interested in any of
the shares the subject of the transfer;
(c) if the Directors so determine, the Company shall be
entitled to require the holder of any such Default
Shares which are held in uncertificated form, by notice
in writing to the holder concerned, to change his
holding of uncertificated Default Shares to certificated
form within such period as may be specified in the
notice and require such holder to continue to hold such
Default Shares in certificated form for so long as the
default subsists. The Directors may also appoint any
person to take such other steps, by instruction by means
of a Relevant System or otherwise, in the name of the
holder of such Default Shares, to effect conversion of
such shares to certificated form and such steps shall be
as effective as if they had been taken by the registered
holder of the uncertificated Default Shares.
The Company shall send to each other person appearing to be interested in
the shares the subject of any Direction Notice a copy of the notice, but
the failure or omission by the Company to do so shall not invalidate such
notice.
(C) CESSER OF EFFECT OF DIRECTION NOTICES
Any Direction Notice shall cease to have effect seven days after the
earlier of:
(1) receipt by the Company of notice of an approved transfer, but
only in relation to the shares transferred; and
(2) receipt by the Company, in a form satisfactory to the
Directors, of all the information required by the section 212
notice.
49
(D) DIRECTION NOTICES AND DEPOSITARIES
Where any person appearing to be interested in any shares has been
served with a notice under section 212 of the Act and such shares
are held by a recognised depositary, the provisions of this
Regulation shall be deemed to apply only to those shares held by the
recognised depositary in which such person appears to be interested
and references to default shares shall be construed accordingly.
(E) OBLIGATIONS OF DEPOSITARY UNDER DIRECTION NOTICE
Where the member on whom a notice under section 212 of the Act has
been served is a recognised depositary, the obligations of the
recognised depositary acting in its capacity as such shall be
limited to disclosing to the Company such information relating to
any person appearing to be interested in the shares held by it as
has been recorded by the recognised depositary pursuant to the
arrangements entered into by the Company or approved by the
Directors pursuant to which it was appointed as a recognised
depositary.
(F) INTERPRETATION OF REGULATION F.74
For the purposes of this Regulation:-
(1) a person shall be treated as appearing to be interested in any
shares if the member holding such shares has given to the
Company a notification under the said section 212 which either
(a) names such person as being so interested or (b) fails to
establish the identities of those interested in the shares and
(after taking into account the said notification and any other
relevant section 212 notification) the Company knows or has
reasonable cause to believe that the person in question is or
may be interested in the shares;
(2) the prescribed period in respect of any particular member is
14 days from the date of service of the said notice under the
said section 212;
(3) a transfer of shares is an approved transfer if but only if:-
(a) it is a transfer of shares to an offeror by way or in
pursuance of acceptance of a takeover offer (as defined
in section 428(1) of the Act); or
(b) the Directors are satisfied that the transfer is made
pursuant to a sale of the whole of the beneficial
ownership of the shares to a party unconnected with the
member and with other persons appearing to be interested
in such shares; or
50
(c) the transfer results from a sale made through a
recognised investment exchange as defined in the
Financial Services Act 1986 or any other stock exchange
outside the United Kingdom on which the Company's shares
are normally traded.
(4) a recognised depositary is an ADR Custodian or a trustee
(acting in his capacity as such) of any Employee's Share
Scheme established by the Company where such scheme has been
approved by the Directors for the purposes of this Regulation.
(G) SAVING FOR DIRECTORS POWERS UNDER SECTION 216
Nothing contained in this Regulation shall limit the power of the
Directors under section 216 of the Act.
F.75 FOUNDERS SHARE COMPANY MAY REQUIRE DIRECTORS TO SERVE SECTION 212 NOTICE
OR DIRECTION NOTICE OR TO APPLY TO COURT UNDER SECTION 216
The Founders Share Company shall be entitled in its absolute discretion at
any time and from time to time to serve or cause to be served upon the
Company at the Office a requisition in writing requiring the Directors:
(1) to serve in accordance with section 212 of the Act such notice or
notices upon such person or respective persons as shall be specified
in such requisition; and/or
(2) to serve in accordance with paragraph (B) of Regulation F.74 a
Direction Notice or Notices upon such person or respective persons
and applying such of the provisions of paragraph (B) of Regulation
F.74 as shall be specified in such requisition; and/or
(3) to apply to the Court under section 216 of the Act for such order
against such person or respective persons as shall be specified in
such requisition,
and the Directors shall be bound to comply with any such requisition as
soon as practicable after service thereof as aforesaid.
F.76 OBJECTIONS TO ADMISSIBILITY OF VOTES TO BE RAISED ONLY AT THE RELEVANT
MEETING - SAVING FOR VOTES OF FOUNDERS SHARE
No objection shall be raised as to the admissibility of any vote except at
the meeting or adjourned meeting at which the vote objected to is or may
be given or tendered and every vote not disallowed at such meeting shall
be valid for all purposes. Any such objection shall be referred to the
chairman of the meeting whose decision shall be final and conclusive save
that no such decision shall be capable of prejudicing the effect of any
valid exercise of any of the voting rights attached by these Regulations
to the Founders Share.
51
F.77 VOTES ON A POLL MAY BE GIVEN PERSONALLY OR BY PROXY
On a poll votes may be given either personally or by proxy and a person
entitled to more than one vote need not use all his votes or cast all the
votes he uses in the same way.
F.78 PROXY NEED NOT BE A MEMBER
A proxy need not be a member of the Company.
F.79 REQUIREMENTS AS TO FORM OF APPOINTMENT OF PROXY
An instrument appointing a proxy shall be in writing in any usual or
common form or in any other form which the Directors may approve and:-
(A) in the case of an individual shall be signed by the appointor or his
attorney; and
(B) in the case of a corporation shall be either given under its common
seal or signed on its behalf by an attorney or a duly authorised
officer of the corporation, or in the case of the Founders Share
Company may be signed by any one of the Reuter Trustees.
The signature on such instrument need not be witnessed. Where an
instrument appointing a proxy is signed on behalf of the appointor by an
attorney, the letter or power of attorney or a duly certified copy thereof
must (failing previous registration with the Company) be lodged with the
instrument of proxy pursuant to the next following Regulation, failing
which the chairman of the meeting may treat the instrument as invalid.
80. PROCEDURE FOR APPOINTMENT OF PROXY
An instrument appointing a proxy must be left at such place or one of such
places (if any) as may be specified for that purpose in or by way of note
to or in any document accompanying the notice convening the meeting (or,
if no place is so specified, at the Transfer Office) not less than forty
eight hours before the time appointed for the holding of the meeting or
adjourned meeting or (in the case of a poll taken otherwise than at or on
the same day as the meeting or adjourned meeting) for the taking of the
poll at which it is to be used, and in default shall not be treated as
valid. The instrument shall, unless the contrary is stated thereon, be
valid as well for any adjournment of the meeting as for the meeting to
which it relates. Provided that an instrument of proxy relating to more
than one meeting (including any adjournment thereof) having once been so
delivered for the purposes of any meeting shall not require again to be
delivered for the purposes of any subsequent meeting to which it relates.
When two or more valid but differing instruments of proxy are delivered
for the same share for use at the same meeting, the one which is last
validly delivered (regardless of its date or the date of its execution)
shall be treated as replacing and revoking the other or others as regards
that share. Deposit of an instrument of proxy does not prevent a member
52
attending and voting in person at the meeting or an adjournment of the
meeting or on a poll in which case no proxy shall be entitled to attend or
vote in place of that member.
81. PROXY MAY JOIN IN DEMAND FOR POLL BUT NOT OTHERWISE SPEAK AT MEETING
An instrument appointing a proxy shall be deemed to include the right to
demand or join in demanding a poll but shall not confer any further right
to speak at the meeting, except with the permission of the chairman of the
meeting.
82. VALIDITY OF VOTES BY PROXIES
A vote cast by proxy shall not be invalidated by the previous death or
insanity of the principal or by the revocation of the appointment of the
proxy or of the authority under which the appointment was made provided
that no intimation in writing of such death, insanity or revocation shall
have been received by the Company at the Transfer Office at least one hour
before the commencement of the meeting or (in the case of a poll taken
other than at or on the same day as the meeting or adjourned meeting) the
time appointed for the taking of a poll at which the vote is cast.
CORPORATIONS ACTING BY REPRESENTATIVES
F.83 .
(A) REQUIREMENTS FOR APPOINTMENT OF REPRESENTATIVE BY CORPORATION
Any corporation which is a member of the Company may, in accordance
with the provisions of section 375(1)(a) of the Act, by resolution
of its directors or other governing body authorise such person as it
thinks fit to act as its representative at any meeting of the
Company or of any class of members of the Company. A Director, the
Secretary or other person authorised for the purpose by the
Secretary may require the representative to produce a certified copy
of the resolution of authorisation before permitting him to exercise
his powers.
(B) REPRESENTATIVES OF FOUNDERS SHARE COMPANY
A person who in accordance with the Articles of Association of the
Founders Share Company from time to time in force is deemed to be
such a representative as aforesaid shall be treated as such for the
purposes of these Regulations.
(C) POWERS OF REPRESENTATIVES OF CORPORATIONS
Any person so authorised or treated as so authorised shall be
entitled to exercise the same powers on behalf of such corporation
as the corporation could exercise if it were an individual member of
the Company and such corporation shall for the purposes of these
Regulations be deemed to be present in person at any such meeting if
a person so authorised or treated as so authorised is present
thereat.
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DIRECTORS
84. NUMBER OF DIRECTORS
The Directors shall not be less than five nor more than fifteen in number,
but the Company in General Meeting may at any time and from time to time
by Ordinary Resolution alter the minimum number and/or the maximum number
of Directors.
85. NO SHARE QUALIFICATION - DIRECTORS MAY ATTEND AND SPEAK AT GENERAL
MEETINGS
A Director shall not be required to hold any shares of the Company by way
of qualification. A Director who is not a member of the Company shall
nevertheless be entitled to attend and speak at General Meetings.
86. REMUNERATION OF NON-EXECUTIVE DIRECTORS
Directors of the Company not holding executive office shall each be
entitled to ordinary remuneration of such sum as shall be determined
either before or after the adoption of these Regulations by an Ordinary
Resolution of the Company in General Meeting.
87. EXECUTIVE DIRECTORS - NUMBERS AND REMUNERATION
Any Director who holds an executive office (including for this purpose the
office of Chairman or Deputy Chairman whether or not such office is held
in an executive capacity) may be paid such remuneration by way of salary,
commission or otherwise as the Directors may determine. Any other Director
who serves on any committee of the Directors or otherwise performs
services which in the opinion of the Directors are outside the ordinary
duties of a non-executive Director may be paid such remuneration, in
addition to his ordinary remuneration, by way of salary, commission or
otherwise as the Directors may determine. The maximum number of the
Directors who may hold an executive office shall be the maximum number of
Directors prescribed pursuant to Regulation 84 less five, provided that,
if at any time there are less than such maximum number of Directors, no
Director may be appointed who holds executive office or to an executive
office unless there are at least five Directors not holding any executive
office.
88. DIRECTORS' EXPENSES
The Directors may repay to any Director all such reasonable expenses as he
may incur in attending and returning from meetings of the Directors or of
any committee of the Directors or General Meetings or otherwise in or
about the business of the Company.
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89. .
(A) POWERS TO GIVE PENSIONS TO DIRECTORS
The Directors shall have power to pay and agree to pay pensions or
other retirement, superannuation, death or disability benefits to
(or to any person in respect of) any Director or ex-Director and for
the purpose of providing any such pensions or other benefits to
contribute to any scheme or fund or to pay premiums.
(B) POWER TO ARRANGE DIRECTORS AND OFFICERS INSURANCE
Without prejudice to the provisions of Regulation 155 the Directors
shall have power to purchase and maintain insurance for or for the
benefit of any persons who are or were at any time directors,
officers or employees or auditors of the Company, or of any other
company which is its parent undertaking or in which the Company or
such parent undertaking or any of the predecessors of the Company or
of such parent undertaking has any interest whether direct or
indirect or which is in any way allied to or associated with the
Company, or of any subsidiary undertaking of the Company or of any
such other company, or who are or were at any time trustees of any
pension fund in which any employees of the Company or of any such
other company or subsidiary undertaking are interested, including
(without prejudice to the generality of the foregoing) insurance
against any liability incurred by such persons in respect of any act
or omission in the actual or purported execution and/or discharge of
their duties and/or in the exercise or purported exercise of their
powers and/or otherwise in relation to their duties, powers or
offices in relation to the Company or any such other company,
subsidiary undertaking or pension fund.
90. DIRECTORS MAY BE INTERESTED IN CONTRACTS WITH THE COMPANY AND IN COMPANIES
PARTY TO SUCH CONTRACTS
A Director may be party to or in any way interested in any contract or
arrangement or transaction to which the Company is a party or in which the
Company is in any way interested and he may hold and be remunerated in
respect of any office or place of profit (other than the office of Auditor
of the Company or any subsidiary undertaking thereof) under the Company or
any other company in which the Company is in any way interested and he (or
any firm of which he is a member) may act in a professional capacity for
the Company or any such other company and be remunerated therefor and in
any such case as aforesaid (save as otherwise agreed) he may retain for
his own absolute use and benefit all profits and advantages accruing to
him thereunder or in consequence thereof.
91. .
(A) DIRECTORS MAY APPOINT MANAGING DIRECTOR
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The Directors may from time to time appoint (subject to the
provisions of Regulation 87) one or more of their body to be the
holder of any executive office (including, where considered
appropriate, the office of Managing or Joint Managing or Deputy or
Assistant Managing Director or Chief Executive) on such terms and
for such periods as they may (subject to the provisions of the
Statutes) determine and, without prejudice to the terms of any
contract entered into in any particular case, may at any time revoke
any such appointment.
(B) APPOINTMENT AS MANAGING DIRECTOR TO CEASE WITH DIRECTORSHIP
The appointment of any Director to the office of Managing or Joint
Managing or Deputy or Assistant Managing Director or Chief Executive
shall automatically determine if he ceases to be a Director but
without prejudice to any claim for damages for breach of any
contract of service between him and the Company.
(C) APPOINTMENT TO ANY OTHER EXECUTIVE OFFICE NOT TO CEASE WITH
DIRECTORSHIP UNLESS CONTRACT SO PROVIDES
The appointment of any Director to any other executive office shall
not automatically determine if he ceases from any cause to be a
Director, unless the contract or resolution under which he holds
office shall expressly state otherwise, in which event such
determination shall be without prejudice to any claim for damages
for breach of any contract of service between him and the Company.
92. DIRECTORS MAY DELEGATE POWERS TO EXECUTIVE DIRECTORS
The Directors may entrust to and confer upon any Director holding any
executive office any of the powers exercisable by them as directors upon
such terms and conditions and with such restrictions as they think fit,
and either collaterally with or to the exclusion of their own powers, and
may from time to time revoke, withdraw, alter or vary all or any of such
powers.
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
93. SECTION 293 TO APPLY TO THE COMPANY
The provisions of section 293 of the Act shall apply to the Company.
94. VACATION OF OFFICE AS DIRECTOR:
The office of a Director shall be vacated in any of the following events,
namely:-
(A) IF PROHIBITED FROM ACTING BY LAW:
If he shall become prohibited by law from acting as a Director;
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(B) ON RESIGNATION:
If he shall resign by writing under his hand left at the Office or
if he shall in writing offer to resign and the Directors shall
resolve to accept such offer;
(C) ON INSOLVENCY:
If he shall have a receiving order made against him or shall
compound with his creditors generally or shall apply to the court
for an interim order under section 253 of the Insolvency Act 1986 in
connection with a voluntary arrangement under that Act;
(D) AS A CONSEQUENCE OF MENTAL DISORDER:
If in England or elsewhere an order shall be made by any court
claiming jurisdiction in that behalf on the ground (however
formulated) of mental disorder for his detention or for the
appointment of a guardian or for the appointment of a receiver or
other person (by whatever name called) to exercise powers with
respect to his property or affairs; and/or
(E) ON REMOVAL BY CO-DIRECTORS:
If he shall be removed from office by notice in writing served upon
him signed by all his co-Directors, but so that if he holds an
appointment to an executive office which thereby automatically
determines such removal shall be deemed an act of the Company and
shall have effect without prejudice to any claim for damages for
breach of any contract of service between him and the Company.
95. DIRECTORS TO RETIRE BY ROTATION
At each Annual General Meeting of the Company one-third of the Directors
for the time being (or, if their number is not a multiple of three, the
number nearest to but not greater than one-third) shall retire from office
by rotation.
96. WHICH DIRECTORS TO RETIRE
The Directors to retire by rotation shall include or comprise any Director
who is due to retire at the meeting by reason of age or who wishes to
retire and not to offer himself for re-election. Any further Directors so
to retire shall be those of the Directors who have been longest in office
since their last re-election or appointment and so that as between persons
who become or were last re-elected Directors on the same day those to
retire shall (unless they otherwise agree among themselves) be determined
by lot. A retiring Director shall be eligible for re-election.
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97. APPOINTMENT OF DIRECTORS BY COMPANY
The Company at the meeting at which a Director retires under any provision
of these Regulations may by Ordinary Resolution fill the office being
vacated by electing thereto the retiring Director or some other person
eligible for appointment. In default the retiring Director shall be deemed
to have been re-elected except in any of the following cases:-
(1) Where at such meeting it is expressly resolved not to fill such office
or a resolution for the re-election of such Director is put to the
meeting and lost;
(2) Where such Director has given notice in writing to the Company that he
is unwilling to be re-elected;
(3) Where the default is due to the moving of a resolution in
contravention of the next following Regulation;
(4) Where such Director has attained any retiring age applicable to him as
Director.
The retirement shall not have effect until the conclusion of the meeting
except where a resolution is passed to elect some other person in the place
of the retiring Director or a resolution for his re-election is put to the
meeting and lost and accordingly a retiring Director who is re-elected or
deemed to have been re-elected will continue in office without a break.
98. RESOLUTIONS TO APPOINT TWO OR MORE DIRECTORS TO BE SUBJECT TO CONSENT OF
GENERAL MEETING
A resolution for the appointment of two or more persons as Directors by a
single resolution shall not be moved at any General Meeting unless a
resolution that it shall be so moved has first been agreed to by the
meeting without any vote being given against it; and any resolution moved
in contravention of this Regulation shall be void.
99. NOTICE OF CANDIDATURE FOR DIRECTORSHIP
No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for election, be eligible for appointment as
a Director at any General Meeting unless not less than seven nor more than
forty two days (inclusive of the date on which the notice is given) before
the date appointed for the meeting there shall have been lodged at the
Office notice in writing signed by some member (other than the person to
be proposed) duly qualified to attend and vote in respect of the
appointment of such person at the meeting concerned or by the Founders
Share Company of his or its intention to propose such person for election
and also notice in writing signed by the person to be proposed of his
willingness to be appointed or reappointed.
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100. COMPANY MAY REMOVE AND REPLACE DIRECTORS BY ORDINARY RESOLUTION
The Company may, in accordance with and subject to the provisions of the
Statutes, by Ordinary Resolution of which special notice has been given
remove any Director from office (notwithstanding any provision of these
Regulations or of any agreement between the Company and such Director, but
without prejudice to any claim he may have for damages for breach of any
such agreement) and appoint another person to be a Director in place of
the Director so removed from office and any person so appointed shall be
treated for the purpose of determining the time at which he or any other
Director is to retire by rotation as if he had become a Director on the
day on which the Director in whose place he is appointed was last elected
such a Director. In default of such appointment the vacancy arising upon
the removal of a Director from office may be filled as a casual vacancy.
101. COMPANY AND DIRECTORS MAY FILL CASUAL VACANCIES AND APPOINT ADDITIONAL
DIRECTORS
Subject to the maximum numbers of Directors and of Directors who may hold
an executive office fixed by or in accordance with these Regulations:-
(1) the Company may by Ordinary Resolution appoint any person to be a
Director either to fill a casual vacancy or as an additional
Director; and
(2) without prejudice to paragraph (1) above the Directors may at any
time appoint any person to be a Director either to fill a casual
vacancy or as an additional Director.
Any person so appointed by the Directors shall hold office only until the
next Annual General Meeting and shall then be eligible for re-election,
but he shall not be taken into account in determining the number of
Directors who are to retire by rotation at such meeting.
ALTERNATE DIRECTORS
102. .
(A) DIRECTORS MAY APPOINT ALTERNATES
Any Director may at any time in writing under his hand and deposited at
the Office, or delivered at a meeting of the Directors, appoint any person
(including another Director) to be his alternate Director and may in like
manner at any time terminate such appointment. Such appointment, unless
previously approved by the Directors, shall have effect only upon and
subject to being so approved.
(B) ALTERNATESHIPS TO DETERMINE WITH DIRECTORSHIP OF APPOINTOR
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The appointment of an alternate Director shall determine on the happening
of any event which if he were a Director would cause him to vacate such
office or if his appointor ceases to be a Director.
(C) RIGHTS AND POWERS OF ALTERNATES
An alternate Director shall be entitled to receive notices of
meetings of the Directors and shall be entitled to attend and vote
as a Director at any such meeting at which the Director appointing
him is not personally present and generally at such meeting to
perform all functions of his appointor as a Director and for the
purposes of the proceedings at such meeting the provisions of these
Regulations shall apply as if he (instead of his appointor) were a
Director. If he shall be himself a Director or shall attend any such
meeting as an alternate for more than one Director, his voting right
shall be cumulative. To such extent as the Directors may from time
to time determine in relation to any committees of the Directors the
foregoing provisions of this paragraph shall also apply to any
meeting of any such committee of which his appointor is a member. An
alternate Director shall not (save as aforesaid) have power to act
as a Director nor shall he be deemed to be a Director for the
purposes of these Regulations.
(D) ALTERNATES MAY BE INTERESTED IN CONTRACTS, BE PAID EXPENSES AND BE
INDEMNIFIED
An alternate Director shall be entitled to contract and be
interested in and benefit from contracts or arrangements or
transactions and to be repaid expenses and to be indemnified to the
same extent as if he were a Director but he shall not be entitled to
receive from the Company in respect of his appointment as alternate
Director any remuneration except only such part (if any) of the
remuneration otherwise payable to his appointor as such appointor
may by notice in writing to the Company from time to time direct.
MEETINGS AND PROCEEDINGS OF DIRECTORS
103. .
(A) DIRECTORS MAY MEET AND REGULATE PROCEEDINGS - DETERMINING
RESOLUTIONS
Subject to the provisions of these Regulations the Directors may
meet together for the despatch of business, adjourn and otherwise
regulate their proceedings as they think fit. Without prejudice to
the generality of the foregoing, the Directors may determine by
resolution (a "DETERMINING RESOLUTION") that questions on certain
matters may only be determined by a special majority of votes. To be
valid a resolution varying or revoking a determining resolution will
require the same special majority of votes as is required to
determine questions on matters which are the subject of the
determining resolution.
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(B) DIRECTORS MAY SUMMON MEETINGS OF DIRECTORS
At any time any Director may, and the Secretary on the requisition
of a Director shall, summon a meeting of the Directors. Any Director
may waive notice of any meeting and any such waiver may be
retroactive.
104. QUORUM FOR DIRECTORS' MEETINGS
The quorum necessary for the transaction of the business of the Directors
may be fixed from time to time by the Directors and unless so fixed at any
other number shall be five. A meeting of the Directors at which a quorum
is present shall be competent to exercise all powers and discretions from
time to time exercisable by the Directors.
105. QUESTIONS TO BE DETERMINED BY MAJORITY VOTING
Subject to Regulations 103 and 109, questions arising at any meeting of
the Directors shall be determined by a majority of votes.
106. .
(A) DIRECTORS' INTERESTS IN CONTRACTS - GENERAL PROHIBITION ON VOTING
Save as herein provided, a Director shall not vote in respect of any
contract or arrangement or any other proposal whatsoever in which he
has an interest which (together with any interest of any person
connected with him within the meaning of section 346 of the Act) is,
to his knowledge, a material interest, otherwise than by virtue of
his interests in shares or debentures or other securities of or
otherwise in or through the Company.
(B) EXCEPTIONS TO PROHIBITION ON VOTING
Subject to the provisions of the Statutes a Director shall (in the
absence of some other material interest than is indicated below) be
entitled to vote in respect of any resolution concerning any of the
following matters, namely:-
(1) The giving of any guarantee, security or indemnity to him in
respect of money lent or obligations incurred by him or any
other person at the request of or for the benefit of the
Company or any of its subsidiary undertakings;
(2) The giving of any guarantee, security or indemnity to a third
party in respect of a debt or obligation of the Company or any
of its subsidiary undertakings for which he himself has
assumed responsibility in whole or in part under a guarantee
or indemnity or by the giving of security;
(3) Any proposal concerning an offer of shares or debentures or
other securities of or by the Company or any of its subsidiary
undertakings for subscription or purchase in which offer he is
or may be entitled to participate as a holder of securities or
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is to be interested as a participant in the underwriting or
sub-underwriting thereof;
(4) Any proposal concerning any other company in which he is
interested, directly or indirectly and whether as an officer
or shareholder or otherwise howsoever, provided that he
(together with persons connected with him within the meaning
of section 346 of the Act) does not to his knowledge hold an
interest in shares (as that term is used in sections 198 to
211 of the Act) representing one per cent. or more of the
issued shares of any class of such company (or of any third
company through which his interest is derived) or of the
voting rights available to members of the relevant company
(any such interest being deemed for the purpose of this
Regulation to be a material interest in all circumstances);
and/or
(5) Any proposal concerning the adoption, modification or
operation of any pension, superannuation or similar scheme or
retirement, death or disability benefits scheme or Employees'
Share Scheme which has been approved by the Inland Revenue or
is conditional upon such approval or does not award him any
privilege or benefit not awarded to the employees to whom such
scheme relates; and/or
(6) Any proposal concerning any insurance which the Company is
empowered to purchase and/or maintain for or for the benefit
of any Directors of the Company or for persons who include
Directors of the Company.
(C) DIRECTORS VOTING ON EXECUTIVE APPOINTMENTS
Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of the appointment) of two or
more Directors to offices or employments with the Company or any
company in which the Company is interested, such proposals may be
divided and considered in relation to each Director separately and
in such case each of the Directors concerned (if not debarred from
voting under paragraph (B)(4) of this Regulation) shall be entitled
to vote in respect of each resolution except that concerning his own
appointment.
(D) CHAIRMAN TO RULE ON MATERIALITY OF A DIRECTOR'S INTEREST
If any question shall arise at any time as to the materiality of a
Director's interest or as to the entitlement of any Director (other
than the chairman of the meeting) to vote and such question is not
resolved by his voluntarily agreeing to abstain from voting, such
question shall be referred to the chairman of the meeting and his
ruling in relation to any other Director shall be final and
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conclusive except in a case where the nature or extent of the
interest of such Director has not been fairly disclosed.
(E) DIRECTORS TO RESOLVE AS TO THE MATERIALITY OF A CHAIRMAN'S INTEREST
If any question shall arise at any time as to the materiality of the
interest of the chairman of the meeting or as to the entitlement of
the chairman to vote and such question is not resolved by his
voluntarily agreeing to abstain from voting, such question shall be
decided by resolution of the Directors or committee members present
at the meeting (excluding the chairman) whose majority vote shall be
final and conclusive, except in a case where the nature or extent of
the interest of the chairman has not been fairly disclosed.
(F) INTERESTS OF THE APPOINTOR OF AN ALTERNATE TO BE TREATED AS THE
INTERESTS OF THE ALTERNATE
For the purposes of this Regulation, in relation to an alternate
Director, the interest of his appointor shall be treated as the
interest of the alternate Director in addition to any interest which
the alternate Director otherwise has. This Regulation applies to an
alternate Director as if he were a Director otherwise appointed.
107. DIRECTORS MAY ACT NOTWITHSTANDING VACANCIES - LIMITED POWERS IF BELOW
MINIMUM NUMBER
The continuing Directors may act notwithstanding any vacancies, but if and
so long as the number of Directors is reduced below the minimum number
fixed by or in accordance with these Regulations the continuing Directors
or Director may act for the purpose of filling such vacancies or of
summoning General Meetings, but not for any other purpose. If there be no
Directors or Director able or willing to act, then any two members may
summon a General Meeting for the purpose of appointing Directors.
108. .
(A) CHAIRMANSHIP OF DIRECTORS
The Directors may elect from their number a Chairman and a Deputy
Chairman (or two or more Deputy Chairmen) and determine the period
for which each is to hold office. If no Chairman or Deputy Chairman
shall have been appointed or if at any meeting of the Directors no
Chairman or Deputy Chairman shall be present within five minutes
after the time appointed for holding the meeting, the Directors
present may choose one of their number to be chairman of the
meeting.
(B) RIGHTS OF DEPUTY CHAIRMEN TO ACT
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If at any time there is more than one Deputy Chairman the right in
the absence of the Chairman to preside at a meeting of the Directors
or of the Company shall be determined as between the Deputy Chairmen
present (if more than one) by seniority in length of appointment or
otherwise as resolved by the Directors.
109. .
(A) RESOLUTIONS OF DIRECTORS IN WRITING
A resolution in writing of the Directors shall be as valid and
effectual as if it had been passed at a meeting of Directors duly
convened and held where:
(i) the resolution is signed or approved by all the Directors, in
which case the resolution shall have effect at the time and
date when the resolution is last signed or approved by a
Director; or
(ii)
(a) the resolution has been served on all the Directors and
alternate Directors entitled to receive notice of a
meeting of Directors (being at least such number of
Directors as would constitute a quorum of a meeting of
Directors);
(b) the resolution is signed or approved in accordance with
paragraph (B) below by three-quarters of the Directors
who would be entitled to vote on the resolution if it
were considered at a meeting of Directors (or, if their
number is not a multiple of four, the number nearest to
but not less than three-quarters); and
(c) no Director has within forty-eight hours of the time
(the "SERVICE TIME") at which the resolution is served
on him, or deemed to have been served on him in
accordance with paragraph (E) below, notified the
Secretary that he requires the resolution to be
considered by a meeting of Directors,
in which case the resolution shall, subject to the terms of the
resolution, have effect at the expiry of the later of (aa) the
period of forty-eight hours following the service time in respect of
the Director or alternate Director on whom the resolution is served
or deemed to have been served last, (bb) the date and time when the
resolution is signed or approved by the last Director required to
constitute the necessary majority.
(B) FORM OF WRITTEN RESOLUTIONS
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Such a written resolution may consist of several documents in like
form, each signed by one or more Directors, and/or may be approved
by one or more Directors by one or more telex, facsimile or
electronic mail messages sent to the Secretary by them or at their
request and specifically identifying the resolution seen and
approved by them.
(C) POWERS OF ALTERNATES AS TO WRITTEN RESOLUTIONS
If the appointor of an alternate Director is for the time being
absent from the United Kingdom or temporarily unable to act through
ill-health or disability the signature or approval of his alternate
Director to any resolution in writing of the Directors or his
alternate Director notifying the Secretary pursuant to paragraph
(A)(ii)(c) above that he requires any such resolution to be
considered by a meeting of Directors, shall be as effective as the
signature, approval or notification of his appointor for all
purposes under this Regulation.
(D) RESOLUTIONS IN WRITING BY COMMITTEES
This Regulation shall also apply to resolutions in writing of a
committee of the Directors in which case each reference in this
Regulation to a Director or Directors should be read as a reference
to a member or members of the committee, each reference in this
Regulation to an alternate Director or alternate Directors should be
read as a reference to an alternate Director or alternate Directors
appointed by a Director or Directors who is or are a member or
members of the committee and each reference in this Regulation to a
meeting or meetings of the Directors should be read as a reference
to a meeting or meetings of the committee.
(E) SERVICE ON DIRECTORS OF RESOLUTIONS TO BE PASSED IN WRITING
Any resolution required under paragraph (A)(ii) above to have been
served on a Director or alternate Director shall be delivered
personally or sent by facsimile, telex, electronic mail or pre-paid
first class post (air mail if overseas) to the facsimile or telex
number or address to which notices of a meeting of Directors may be
properly served on such person in accordance with the Regulations
prescribed by the Directors from time to time pursuant to Regulation
103 or, if the Director or alternate Director has otherwise notified
the Secretary of another facsimile or telex number or address or
electronic mail address anywhere in the world for the service of
such resolutions or notices during a specified or indefinite period,
during such period to such number or address and, in the absence of
evidence of earlier receipt, the resolution shall be deemed to have
been duly given (a) if delivered personally, when left with the
Director or alternate Director or at such address; (b) if sent by
facsimile, on completion of its transmission; (c) if sent by telex,
when the proper answer-back is received; (d) if sent by electronic
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mail receipt requested, when the receipt is received by the sender
of the resolution; (e) if sent by post other than air mail,
twenty-four hours after posting it; and (f) if sent by air mail, six
days after posting it.
F.110 DIRECTORS MAY DELEGATE TO COMMITTEES
The Directors may delegate any of their powers or discretions to
committees consisting of one or more members of their body and (if thought
fit) one or more other persons co-opted as hereinafter provided. Any
committee so formed shall in the exercise of the powers so delegated
conform to any Regulations which may from time to time be imposed by the
Directors. Any such Regulations may provide for or authorise the co-option
to the committee of persons other than Directors and for such co-opted
members to have voting rights as members of the committee.
111. MEETINGS AND PROCEEDINGS OF COMMITTEES
The meetings and proceedings of any such committee consisting of two or
more members shall be governed by the provisions of these Regulations
regulating the meetings and proceedings of the Directors, so far as the
same are not superseded by any Regulations made by the Directors under
Regulation F.110. To the extent that any such power or discretion is so
delegated any reference in these Regulations to the exercise by the
Directors of such power or discretion shall be read and construed as if it
were a reference to such committee.
112. .
(A) VALIDITY OF ACTS OF DIRECTORS OR COMMITTEES
All acts done by any meeting of Directors, or of any such committee,
or by any person acting as a Director or as a member of any such
committee, shall as regards all persons dealing in good faith with
the Company, notwithstanding that there was some defect in the
appointment of any of the persons acting as aforesaid, or that any
such persons were disqualified or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly
appointed and was qualified and had continued to be a Director or
member of the committee and had been entitled to vote.
(B) PARTICIPATION IN MEETINGS BY AUDIO-VISUAL MEANS
A Director or his alternate Director may participate in a meeting of
the board or a committee of the board through the medium of
conference telephone, video conferencing 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 Statutes, all business transacted in this way by the
board or a committee of the board is for the purposes of these
Regulations deemed to be validly and effectively transacted at a
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meeting of the board or a committee of the board 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.
BORROWING POWERS
113 .
(A) DIRECTORS MAY EXERCISE BORROWING POWERS OF COMPANY
Subject to the following provisions in this Regulation 113, the
Directors may exercise all the powers of the Company to borrow money
and to mortgage or charge all or part of the undertaking, property
and assets (present or future) and uncalled capital of the Company
and, subject to the Statutes, to issue debentures and other
securities, whether outright or as collateral security for a debt,
liability or obligation of the Company or of a third party.
(B) LIMIT ON EXERCISE OF BORROWING POWERS
The Directors shall restrict the borrowings of the Company and shall
exercise all voting and other rights or powers of control
exercisable by the Company in relation to its subsidiary
undertakings so as to ensure (as regards subsidiary undertakings, to
the extent possible) that the aggregate principal amount outstanding
in respect of moneys borrowed by the Reuters Group does not at any
time without the previous sanction of an Ordinary Resolution of the
Company exceed a sum equal to the higher of two and a half times the
Adjusted Capital and Reserves and (pound)5,000 million (or its
equivalent from time to time) or such greater amount as the Company
in general meeting may decide.
(C) DEFINITION OF "ADJUSTED CAPITAL AND RESERVES"
In this Regulation the expression "ADJUSTED CAPITAL AND RESERVES"
means at any material time a sum equal to the aggregate of:-
(1) the amount paid up (or credited as or deemed to be paid up) on
the issued share capital of the Company;
(2) the amount standing to the credit of the capital and revenue
reserves of the Reuters Group (including without limitation
any share premium account or capital redemption reserve) after
adding thereto or deducting therefrom any balance outstanding
to the credit or debit of the profit and loss account or any
reserve of the Reuters Group; and
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(3) the amount standing to the credit of the revaluation reserves
of the Reuters Group (in accordance with Schedule 4 of the
Act);
based on a consolidation of the then latest audited balance sheet of
the Reuters Group, after excluding reserves and any balances on
profit and loss account of companies other than members of the
Reuters Group and after:-
(a) making such adjustments as may be appropriate in respect of
any variation in the amount of such paid up share capital or
any such capital reserves subsequent to the relevant balance
sheet date; and so that for the purpose of making such
adjustments, if any issue or proposed issue of shares by the
Company for cash has been underwritten, then such shares shall
be deemed to have been issued and the amount (including any
premium) of the subscription moneys payable in respect thereof
(not being moneys payable later than six months after the date
of allotment) shall, to the extent so underwritten be deemed
to have been paid up on the date when the issue of such shares
was underwritten (or, if such underwriting was conditional, on
the date when it became unconditional);
(b) making such adjustments as may be appropriate in respect of
any distributions declared, recommended or made by the Company
or its subsidiary undertakings (otherwise than attributable
directly or indirectly to the Company) out of profits earned
up to and including the date of the latest audited balance
sheet of the Company or its subsidiary undertakings (as the
case may be) to the extent that such distribution is not
provided for in such balance sheet;
(c) making such adjustments as may be appropriate in respect of
any variation in the interests of the Company in its
subsidiary undertakings since the date of the last audited
balance sheet of the Company;
(d) making such adjustments, if the calculation is required for
the purposes of or in connection with a transaction under or
in connection with which any company is to become or cease to
be a subsidiary undertaking, as would be appropriate if such
transaction had been carried into effect;
(e) adding back an amount equal to the value of any goodwill
arising on acquisitions made after 1 January 1990 and written
off against reserves of the Reuters Group in such
consolidation provided that an amount equal to only such part
of such goodwill shall be added back which would have remained
unamortised had such goodwill been written off in accordance
with United States generally accepted accounting principles;
and
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(f) excluding minority interests in subsidiary undertakings.
The determination of the Auditors as to the amount of the Adjusted
Capital and Reserves at any time shall be conclusive and binding on
all concerned, and for the purposes of their computation, the
Auditors may at their discretion make such further adjustments (if
any) as they think fit. Nevertheless, for the purposes of this
Regulation, the Directors may act in reliance on a bona fide
estimate of the amount of the Adjusted Capital Reserves at any time
and, if in consequence the limit hereinbefore contained is
inadvertently exceeded, an amount of borrowed moneys equal to the
excess may be disregarded until the expiration of three months after
the date on which by reason of a determination of the Auditors or
otherwise the Directors become aware that such a situation has or
may have arisen.
(D) INTERPRETATION OF REGULATION 113
For the purpose of the foregoing limit the following provisions
shall apply:-
(1) there shall be deemed, subject as hereinafter provided, to
have been borrowed and to be outstanding as borrowed moneys of
the relevant member of the Reuters Group (to the extent that
the same would not otherwise fall to be taken into account):-
(a) the principal amount of all debentures of any member of
the Reuters Group which are not for the time being
beneficially owned within the Reuters Group;
(b) the outstanding amount of acceptances (not being
acceptances of trade bills in respect of the purchase or
sale of goods in the ordinary course of trading) by any
member of the Reuters Group or by any bank or accepting
house under any acceptance credit opened on behalf of
and in favour of any member of the Reuters Group;
(c) the nominal amount of any issued and paid up share
capital (other than equity share capital) of any
subsidiary undertaking of the Company not for the time
being beneficially owned by other members of the Reuters
Group;
(d) the nominal amount of any other issued and paid up share
capital and the principal amount of any other debentures
or other borrowed moneys (not being shares or debentures
which or borrowed moneys the indebtedness in respect of
which is for the time being beneficially owned within
the Reuters Group) the redemption or repayment whereof
is guaranteed or wholly or partly secured by any member
of the Reuters Group;
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(e) any fixed or minimum premium payable on final redemption
or repayment of any debentures, share capital or other
borrowed moneys falling to be taken into account;
(2) moneys borrowed by any member of the Reuters Group for the
purpose of repaying or redeeming (with or without premium) in
whole or in part any other borrowed moneys falling to be taken
into account and intended to be applied for such purpose
within six months after the borrowing thereof shall not during
such period, except to the extent so applied, themselves be
taken into account;
(3) any amounts borrowed by any member of the Reuters Group from
bankers or others for the purpose of financing any contract up
to an amount not exceeding that part of the price receivable
under such contract which is guaranteed or insured by the
Export Credits Guarantee Department or other like institution
carrying on a similar business shall be deemed not to be
borrowed moneys;
(4) moneys borrowed by a partly owned subsidiary undertaking and
not owing to another member of the Reuters Group shall be
taken into account subject to the exclusion of a proportion
thereof equal to the minority proportion and moneys borrowed
and owing to a partly owned subsidiary undertaking by another
member of the Reuters Group shall be taken into account to the
extent of a proportion thereof equal to the minority
proportion; for the purposes aforesaid "minority proportion"
shall mean the proportion of the issued equity share capital
of such partly owned subsidiary undertaking which is not
attributable to the Company;
(5) borrowed moneys of any member of the Reuters Group expressed
in or calculated by reference to a currency other than
sterling shall be translated into sterling by reference to the
rate of exchange used for the conversion of such currency in
the latest audited balance sheet of the relevant member of the
Reuters Group or, if the relevant currency was not thereby
involved, by reference to the rate of exchange or approximate
rate of exchange ruling on such date and determined on such
basis as the Auditors may determine or approve.
(D) In establishing the amounts of all monies borrowed by the Reuters
Group referred to in this Regulation 113 there shall be set against
the gross borrowings of the Reuters Group cash deposits (including
certificates of deposit and similar instruments having a maturity of
less than one year), and other marketable investments of the Reuters
Group (other than shares in the Company and investments held by a
company in the Reuters Group in a capacity other than for its own
account or for that of any other undertaking in the Reuters Group).
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(E) No person dealing with the Company or any of its subsidiary
undertakings shall be concerned to see or enquire whether the said
limit is observed and no debt incurred or security given in excess
of such limit shall be invalid or ineffectual unless the lender or
the recipient of the security had, at the time when the debt was
incurred or security given, express notice that the said limit had
been or would thereby be exceeded.
(F) If a Director or other employee of the Company or any of its
subsidiary undertakings so authorised by the Directors confirms in
writing that a particular borrowing or grant of security will not
cause the said limit to be exceeded, such certificate shall be
conclusive for all purposes and may be relied on by the recipient
for all purposes.
POWERS AND DUTIES OF DIRECTORS
F.114 DIRECTORS TO OBSERVE REUTER TRUST PRINCIPLES
The Directors shall in the performance of their functions have due regard
to the principles set out in sub-paragraphs (1) to (5) below in so far as
by the proper exercise of their powers as Directors (including the proper
exercise of all such powers as they may have to control the affairs of all
undertakings which shall from time to time be subsidiary undertakings of
the Company) and in accordance with their other duties as Directors of the
Company those principles are capable of being observed by the Directors:-
(1) that Reuters shall at no time pass into the hands of any one
interest, group or faction;
(2) that the integrity, independence and freedom from bias of Reuters
shall at all times be fully preserved;
(3) that Reuters shall supply unbiased and reliable news services to
newspapers, news agencies, broadcasters and other media subscribers
and to businesses, governments, institutions, individuals, and
others with whom Reuters has or may have contracts;
(4) that Reuters shall pay due regard to the many interests which it
serves in addition to those of the media; and
(5) that no effort shall be spared to expand, develop and adapt the news
and other services and products of Reuters so as to maintain its
leading position in the international news and information business.
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115. BUSINESS AND POWERS OF COMPANY TO BE MANAGED AND EXERCISED BY DIRECTORS
The business and affairs of the Company shall be managed by the Directors,
who may exercise all such powers of the Company as are not by the Statutes
or by these Regulations required to be exercised by the Company in General
Meeting, subject nevertheless to any of these Regulations, to the
provisions of the Statutes and to such Regulations, being not inconsistent
with the aforesaid Regulations or provisions, as may be prescribed by
Special Resolution of the Company, but no Regulation so made by the
Company shall invalidate any prior act of the Directors which would have
been valid if such Regulation had not been made.
116. NON-LIMITATION OF REGULATION 115 POWERS BY OTHER AUTHORITIES OR POWERS
The general powers given by Regulation 115 shall not be limited or
restricted by any special authority or power given to the Directors by any
other Regulation.
117. DIRECTORS MAY ESTABLISH LOCAL BOARDS OR AGENCIES
The Directors may establish any local boards or agencies for managing any
of the affairs of the Company, either in the United Kingdom or elsewhere,
and may appoint any persons to be members of such local boards, or any
managers or agents, and may fix their remuneration, and may delegate to
any local board, manager or agent any of the powers, authorities and
discretions vested in the Directors, with power to sub-delegate, and may
authorise the members of any local boards, or any of them, to fill any
vacancies therein, and to act notwithstanding vacancies, and any such
appointment or delegation may be made upon such terms and subject to such
conditions as the Directors may think fit and the Directors may remove any
person so appointed, and may annul or vary any such delegation, but no
persons dealing in good faith and without notice of any such annulment or
variation shall be affected thereby.
118. DIRECTORS MAY APPOINT ATTORNEYS
The Directors may from time to time and at any time by power of attorney
or otherwise appoint any person or any fluctuating body of persons,
whether nominated directly or indirectly by the Directors, to be the
attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretions (not exceeding those vested in or
exercisable by the Directors under these Regulations) and for such period
and subject to such conditions, as they may think fit, and any such power
of attorney may contain such provisions for the protection and convenience
of persons dealing with any such attorney as the Directors may think fit,
and may also authorise any such attorney to sub-delegate all or any of the
powers, authorities and discretions vested in him.
119. DIRECTORS MAY ELECT A PRESIDENT OF THE COMPANY
The Directors may from time to time elect a President of the Company and
may determine the period for which he shall hold office. Such President
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may be either honorary or paid such remuneration as the Directors in their
discretion shall think fit, and need not be a Director but shall, if not a
Director, be entitled to receive notice of and attend and speak, but not
to vote, at all meetings of the Board of Directors.
120. MODE OF SIGNING CHEQUES AND OTHER INSTRUMENTS
All cheques, promissory notes, drafts, bills of exchange, and other
negotiable or transferable instruments, and all receipts for moneys paid
to the Company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, in such manner as the Directors shall from
time to time by resolution determine.
REGISTERS
121. .
(A) ENTRIES ON REGISTERS OF NUMBERS OF UNCERTIFICATED SHARES AND
CERTIFICATED SHARES
Subject to the Statutes, the Company shall enter on the Register how
many Certificated Shares and Uncertificated Shares each member
holds.
(B) DIRECTORS MAY KEEP BRANCH REGISTERS
Subject to and to the extent permitted by the Statutes, the Company,
or the Directors on behalf of the Company, may cause to be kept in
any territory a branch Register of members resident in such
territory, and the Directors may make and vary such Regulations as
they think fit respecting the keeping of any such Register, provided
however that those members who hold Uncertificated Shares may not be
entered as holders of those shares on an overseas branch Register.
SECRETARY
122. DIRECTORS TO APPOINT AND MAY REMOVE SECRETARY; JOINT SECRETARIES AND
ASSISTANT SECRETARIES
The Secretary shall be appointed by the Directors on such terms and for
such period as they may think fit. Any Secretary so appointed may at any
time be removed from office by the Directors, but without prejudice to any
claim for damages for breach of any contract of service between him and
the Company. If thought fit two or more persons may be appointed as Joint
Secretaries. The Directors may also appoint from time to time on such
terms as they may think fit one or more Assistant Secretaries.
THE SEAL
123. .
(A) DIRECTORS' AUTHORITY REQUIRED FOR USE OF SEAL AND ANY SECURITIES
SEAL
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The Directors shall provide for the safe custody of the Seal and any
Securities Seal and neither shall be used without the authority of
the Directors or of a committee authorised by the Directors in that
behalf.
(B) MODE OF AFFIXING SEAL AND SECURITIES SEAL
Each of the Seal and the Securities Seal may be properly affixed to
any document by impressing it by mechanical means or by printing it
or a facsimile of it on such document, or by applying it or a
facsimile of it by any other means to such document.
(C) SIGNING OF SEALED DOCUMENTS
Every instrument to which the Seal shall be affixed shall be signed
autographically by one Director and the Secretary or by two
Directors save that as regards any certificates for shares or
debentures or other securities of the Company the Directors may by
resolution determine that such signatures or either of them shall be
dispensed with or that facsimiles of such signatures or either of
them shall be printed or applied by any other means to any such
certificates.
(D) USE OF SECURITIES SEAL
The Securities Seal shall be used only for sealing securities issued
by the Company in certificated form and documents creating and
evidencing securities so issued. Any such securities or documents
sealed with the Securities Seal shall not require to be signed.
(E) EXECUTION OF DEEDS NOT UNDER SEAL
Where the Statutes so permit any instrument signed by one Director
and the Secretary or by two Directors and expressed to be executed
by the Company shall have the same effect as if executed under the
Seal.
(F) DEEDS TO BE AUTHORISED BY DIRECTORS
No instrument shall be signed pursuant to Regulation 123(E) which
makes it clear on its face that it is intended by the person or
persons making it to have effect as a deed without the authority of
the Directors or of a committee authorised by the Directors in that
behalf.
124. COMPANY MAY PROVIDE FOR AN OFFICIAL SEAL FOR USE ABROAD
The Company may exercise the powers conferred by the Statutes with regard
to having an official seal for use abroad and such powers shall be vested
in the Directors.
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AUTHENTICATION OF DOCUMENTS
125. PROCEDURE FOR AND MANNER OF AUTHENTICATION OF DOCUMENTS
Any Director or the Secretary or any person appointed by the Directors for
the purpose shall have power to authenticate any documents affecting the
constitution of the Company and any resolutions passed by the Company or
the Directors or any committee, and any books, records, documents and
accounts relating to the business of the Company, and to certify copies
thereof or extracts therefrom as true copies or extracts; and where any
books, records, documents or accounts are elsewhere than at the Office the
local manager or other officer of the Company having the custody thereof
shall be deemed to be a person appointed by the Directors as aforesaid. A
document purporting to be a copy of a resolution, or an extract from the
minutes of the meeting, of the Company or of the Directors or any
committee which is certified as aforesaid shall be conclusive evidence in
favour of all persons dealing with the Company upon the faith thereof that
such resolution has been duly passed or, as the case may be, that any
minute so extracted is a true and accurate record of proceedings at a duly
constituted meeting.
RESERVES
126. DIRECTORS MAY CREATE RESERVES
The Directors may from time to time set aside out of the profits of the
Company and carry to reserve such sums as they think proper which, at the
discretion of the Directors, shall be applicable for any purpose to which
the profits of the Company may properly be applied and pending such
application may either be employed in the business of the Company or be
invested. The Directors may divide the reserve into such special funds as
they think fit and may consolidate into one fund any special funds or any
parts of any special fund into which the reserve may have been divided.
The Directors may also without placing the same to reserve carry forward
any profits. In carrying sums to reserve and in applying the same the
Directors shall comply with the provisions of the Statutes.
DIVIDENDS
127. COMPANY MAY DECLARE DIVIDENDS NOT EXCEEDING DIRECTORS' RECOMMENDATION
The Company may by Ordinary Resolution declare dividends but no such
dividend shall exceed the amount recommended by the Directors.
128. DIRECTORS MAY DECLARE AND PAY FIXED AND INTERIM DIVIDENDS
If and so far as in the opinion of the Directors the profits of the
Company justify such payments, the Directors may declare and pay fixed
dividends on any class of shares carrying a fixed dividend expressed to be
payable on fixed dates on the half yearly or other dates prescribed for
the payment thereof and may also from time to time declare and pay interim
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dividends on shares of any class of such amounts and on such dates and in
respect of such periods as they think fit.
F.129 .
(A) DIVIDENDS TO BE PAID PRO RATA TO AMOUNTS PAID ON SHARES
Unless and to the extent that the rights attached to any shares or
the terms of issue thereof otherwise provide, all dividends shall
(as regards any shares not fully paid throughout the period in
respect of which the dividend is paid) be apportioned and paid pro
rata according to the amounts paid on the shares during any portion
or portions of the period in respect of which the dividend is paid.
For the purposes of this Regulation no amount paid on a share in
advance of calls shall be treated as paid on the share.
(B) DIRECTORS MAY PAY DIVIDENDS TO ADR CUSTODIANS IN CURRENCIES OTHER
THAN STERLING
The Directors may at their discretion make provision to enable such
ADR Custodian and/or member as they shall from time to time
determine to receive dividends duly declared in a currency or
currencies other than sterling. For the purposes of the calculation
of the amount receivable in respect of any dividend, the rate of
exchange to be used to determine the foreign currency equivalent of
any sum payable as a dividend shall be such market rate selected by
the Directors as they shall consider appropriate ruling at the close
of business (in London) on the date which is the business day last
preceding (a) in the case of a dividend to be declared by the
Company in General Meeting, the date on which the Directors publicly
announce their intention to recommend that specific dividend and (b)
in the case of any other dividend, the date on which the Directors
publicly announce their intention to pay that specific dividend.
130. DISTRIBUTABLE RESERVES
No dividend shall be paid otherwise than out of profits available for
distributions under the provisions of the Statutes.
131. PRE-ACQUISITION PROFITS DISTRIBUTABLE
Subject to the provisions of the Statutes, where any asset, business or
property is bought by the Company as from a past date the profits and
losses thereof as from such date may at the discretion of the Directors in
whole or in part be carried to revenue account and treated for all
purposes as profits or losses of the Company. Subject as aforesaid, if any
shares or securities are purchased cum dividend or interest, such dividend
or interest may at the discretion of the Directors be treated as revenue
and it shall not be obligatory to capitalise the same or any part thereof.
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132. NO DIVIDENDS TO BEAR INTEREST AGAINST THE COMPANY
No dividend or other moneys payable on or in respect of a share shall bear
interest as against the Company.
133. .
(A) DIRECTORS MAY MAKE DEDUCTIONS FROM DIVIDENDS
The Directors may deduct from any dividend or other moneys payable
on or in respect of a share all sums of money (if any) presently due
and payable by the holder thereof to the Company on account of calls
or otherwise.
(B) DIRECTORS MAY RETAIN DIVIDENDS ON SHARES OF PERSONS ENTITLED BY
OPERATION OF LAW PENDING REGISTRATION
The Directors may retain the dividends payable upon shares in
respect of which any person is under the provisions as to the
transmission of shares hereinbefore contained entitled to become a
member, or which any person is under those provisions entitled to
transfer, until such person shall become a member in respect of such
shares or shall transfer the same.
134. WAIVERS OF DIVIDENDS
The waiver in whole or in part of any dividend on any share by any
document (whether or not under seal) shall be effective only if such
document is signed by the shareholder (or the person entitled to the share
in consequence of the death or bankruptcy of the holder) and delivered to
the Company and if or to the extent that the same is accepted as such or
acted upon by the Company.
135. .
(A) RETURNED OR UNCASHED DIVIDENDS
If, in respect of a dividend or other amount payable in respect of a
share on any one occasion:-
(1) a cheque, warrant or order is returned undelivered or left
uncashed, or
(2) a transfer made by a bank or other funds transfer system is
not accepted,
and reasonable enquiries have failed to establish another address or
account of the person entitled to the payment, the Company is not
obliged to send or transfer a dividend or other amount payable in
respect of that share to that person until he notifies the Company
of an address or account to be used for that purpose. If the cheque,
warrant or order is returned undelivered or left uncashed or
77
transfer not accepted on two consecutive occasions, the Company may
exercise this power without making any such enquiries.
(B) DIRECTORS NOT TRUSTEES OF UNCLAIMED DIVIDENDS
The payment by the Directors of any unclaimed dividend or other
moneys payable on or in respect of a share into a separate account
shall not constitute the Company a trustee in respect thereof and
any dividend unclaimed after a period of twelve years from the date
such dividend became due for payment shall be forfeited and shall
revert to the Company.
F.136 DIRECTORS MAY PAY DIVIDENDS IN KIND
The Company may with the prior written consent of the Founders Share
Company and upon the recommendation of the Directors by Ordinary
Resolution direct payment of a dividend in whole or in part by the
distribution of specific assets (and in particular of paid-up shares or
debentures of any other company) and the Directors shall give effect to
such resolution. Where any difficulty arises in regard to such
distribution, the Directors may settle the same as they think expedient
and in particular may issue fractional certificates, may fix the value for
distribution of such specific assets or any part thereof, may determine
that cash payments shall be made to any members upon the footing of the
value so fixed in order to adjust the rights of all parties and may vest
any such specific assets in trustees as may seem expedient to the
Directors.
137. .
(A) DELIVERY OF DIVIDENDS AND OTHER PAYMENTS
Any dividend or other moneys payable in cash or in respect of a
share may be paid (i) by cheque or warrant sent through the post to
the registered address of the member or person entitled thereto (or,
if two or more persons are registered as joint holders of the share
or are entitled thereto in consequence of the death or bankruptcy of
the holder, to any one of such persons) or to such person at such
address as such member or person or persons may by writing direct,
or (ii) by a bank or other funds transfer system to an account
designated in writing by the person entitled to the payment or (iii)
by such other method as the Directors may in their absolute
discretion think fit including but not limited to payments in
respect of Uncertificated Shares being made through the Relevant
System (subject always to the facilities and requirements of the
Relevant System, these Regulations and any other legal
requirements). Every such cheque or warrant shall be made payable to
the order of the person to whom it is sent or to such person as the
holder or joint holders or person or persons entitled to the share
in consequence of the death or bankruptcy of the holder may direct
and payment of the cheque or warrant by the banker upon whom it is
drawn shall be a good discharge to the Company. Every such cheque or
warrant shall be sent at the risk of the person entitled to the
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money represented thereby. If payment is made by bank or other funds
transfer, or by another method at the direction of the person
entitled to payment, the Company is not responsible for amounts lost
or delayed in the course of transfer or in carrying out those
directions.
(B) PAYMENTS IN RESPECT OF SHARES
Notwithstanding any other provision of these Regulations relating to
payments in respect of shares, where:
(i) the Directors determine to make payments in respect of
Uncertificated Shares through the Relevant System, they may
also determine to enable any holder of Uncertificated Shares
to elect not to so receive payments through the Relevant
System and, in such event, establish procedures to enable such
holder to make, vary or revoke any such election; and
(ii) the Company receives an authority in respect of such payments
in respect of shares in a form satisfactory to it from a
holder of any share (whether such authority is given in
writing or by means of the Relevant System or otherwise), the
Company may make, or procure the making of, such payments in
accordance with such authority and any payment made in
accordance with such authority shall constitute a good
discharge therefor.
(C) PAYMENT OF FOREIGN CURRENCY DIVIDENDS TO ADR CUSTODIANS
Where an ADR Custodian approved by the Directors for the purposes of
this Regulation has elected or agreed pursuant to provision made
under these Regulations to receive dividends in a foreign currency
the Directors may in their discretion approve the entering into of
arrangements with such ADR Custodian to enable payment of the
dividend to be made to such ADR Custodian in such foreign currency
for value on the date on which the relevant dividend is paid, or
such later date as the Directors may determine.
138. RECEIPTS FOR DIVIDENDS TO JOINT HOLDERS
If two or more persons are registered as joint holders of any share, or
are entitled jointly to a share in consequence of the death or bankruptcy
of the holder, any one of them may give effectual receipts for any
dividend or other moneys payable or property distributable on or in
respect of the share.
F.139 DIVIDEND RESOLUTION MAY SPECIFY RECORD DATE AT ANY TIME
Any resolution declaring a dividend on shares of any class, whether a
resolution of the Company in General Meeting or a resolution of the
Directors, may specify that the same shall be payable to the persons
registered as the holders of such shares at the close of business on a
particular date, notwithstanding that it may be a date prior to that on
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which the resolution is passed, and thereupon the dividend shall be
payable to them in accordance with their respective holdings so
registered, but without prejudice to the respective rights of transferors
and transferees of any such shares in respect of such dividend.
CAPITALISATION OF PROFITS AND RESERVES
140. DIRECTORS MAY MAKE CAPITALISATION ISSUES OF SHARES
Subject to the Statutes, the Directors may, with the sanction of an
Ordinary Resolution of the Company, capitalise any sum standing to the
credit of any of the Company's reserve accounts (including any share
premium account, capital redemption reserve, revaluation reserve pursuant
to Schedule 4 to the Act or other undistributable reserve) or any sum
standing to the credit of any profit and loss account by appropriating
such sum to the holders of each class of shares on the Register at the
close of business on the date of the Resolution (or such other date as may
be specified therein or determined as therein provided) in proportion to
their then holdings of shares of that class and applying such sum on their
behalf in paying up in full, subject to any special rights previously
conferred on any shares or class of share for the time being issued and
subject to the other provisions of these Regulations, unissued shares of
that class for allotment and distribution credited as fully paid up to and
amongst them as bonus shares in the proportion aforesaid but so that such
provisions shall not apply in respect of the Founders Share. The Directors
may do all acts and things considered necessary or expedient to give
effect to any such capitalisation, with full power to the Directors to
make such provisions as they think fit for any fractional entitlements
which would arise on the basis aforesaid (including provisions whereby
fractional entitlements are disregarded or the benefit thereof accrues to
the Company rather than to the members concerned). The Directors may
authorise any person to enter on behalf of the members interested into an
agreement with the Company providing for any such capitalisation and
matters incidental thereto and any agreement made under such authority
shall be effective and binding on all concerned.
SCRIP DIVIDENDS
141. .
(A) DIRECTORS MAY OFFER SHARES IN LIEU OF DIVIDENDS WITH AUTHORITY OF
ORDINARY RESOLUTION
The Directors may, with the prior sanction of an Ordinary Resolution
of the Company, offer the holders of Ordinary Shares the right to
elect to receive in respect of all or part of their holding of
Ordinary Shares, additional Ordinary Shares credited as fully paid
("additional Ordinary Shares") instead of cash in respect of all or
part of such dividend or dividends and (subject as hereinafter
provided) upon such terms and conditions and in such manner as may
be specified in such Ordinary Resolution.
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(B) PERIOD AND OTHER TERMS OF AUTHORITY FOR SCRIP DIVIDENDS
The said Ordinary Resolution may specify that such right to elect
shall apply in respect of all or part of a particular dividend or in
respect of all or any dividends (or any part of such dividends)
declared or paid within a specified period but such period may not
end later than the date of the fifth Annual General Meeting next
following the date of the general meeting at which such Ordinary
Resolution is passed, subject nevertheless to the provisions of the
Statutes and provided nevertheless that the Directors may in their
absolute discretion if it shall in their opinion seem expedient
suspend or terminate (whether temporarily or otherwise) such right
to elect and may do such acts and things considered necessary or
expedient with regard to, or in order to effect, any such suspension
or termination.
(C) OFFER TO BE COMMUNICATED TO SHAREHOLDERS
When such right to elect is to be offered to holders of Ordinary
Shares pursuant to this Regulation, the Directors shall notify such
holders of the said right and shall make available or provide to
such holders forms or other method of election (in such form as the
Directors may approve) whereby such holders may exercise such right.
(D) NUMBER OF SHARES TO WHICH SHAREHOLDERS ENTITLED
Each holder of Ordinary Shares who elects to receive additional
Ordinary Shares shall be entitled to receive such number of
additional Ordinary Shares, calculated at the Relevant Price for
each such share, as is nearly as possible equal to (but not in
excess of) the cash amount of the relevant dividend which such
holder would otherwise have received. For the purposes of this
Regulation, the "Relevant Price" of an additional Ordinary Share
shall be such price as is equal to the average of the middle market
prices for the Ordinary Shares of the Company, ascertained by
reference to the Daily Official List of the London Stock Exchange
during the period of five dealing days commencing on the day when
such Ordinary Shares are first quoted "ex" the relevant dividend or
to the par value of an Ordinary Share (whichever is the higher).
(E) NO FRACTIONAL ENTITLEMENTS
The basis of allotment shall be such that no member may receive a
fraction of an Ordinary Share. The Directors may make such
provisions as they may think fit for any fractional entitlements
which may or would arise (including provisions whereby fractional
entitlements are disregarded or the benefit thereof accrues to the
Company rather than to the members concerned).
(F) DIRECTORS MAY CAPITALISE PROFITS AND RESERVES FOR ISSUE OF SCRIP
DIVIDENDS
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Subject to any right of the Directors to retain any dividend or
other moneys payable on or in respect of shares pursuant to these
Regulations, the cash amount of a dividend on or in respect of an
Ordinary Share in respect whereof the holder thereof has made an
election pursuant to this Regulation shall not be payable and in
lieu thereof additional Ordinary Shares shall be allotted to such
holders on the basis of allotment hereinbefore specified. For such
purpose, the Directors may (without prejudice to their powers under
Regulation 140) capitalise out of such of the sums standing to the
credit of any of the Company's reserve accounts (including any share
premium account, capital redemption reserve or any other
undistributable reserve) or any of the profits available for
distribution under the provisions of the Statutes which would
otherwise have been applied in paying dividends in cash as the
Directors may determine a sum equal to the aggregate nominal amount
of the additional Ordinary Shares to be so allotted and shall apply
the same in paying up in full the appropriate number of unissued
Ordinary Shares for allotment and distribution credited as fully
paid to and amongst the relevant holders of Ordinary Shares. The
Directors may do all acts and things considered necessary or
expedient to give effect to any such capitalisation with full power
to the Directors to make such provisions as they think fit for any
fractional entitlements which would or might arise (including
provisions whereby fractional entitlements are disregarded or the
benefit thereof accrues to the Company rather than to the members
concerned). The Directors may authorise any person to enter on
behalf of all the members interested into an agreement with the
Company providing for any such capitalisation and matters incidental
thereto and any agreement made under such authority shall be
effective and binding on all concerned.
(G) SCRIP DIVIDEND SHARES TO RANK PARI PASSU WITH EXISTING SHARES
The additional Ordinary Shares so allotted shall rank pari passu in
all respects with the fully paid Ordinary Shares then in issue save
only as regards participation in the relevant dividend (or share
election in lieu).
(H) DIRECTORS MAY DETERMINE TERMS AND CONDITIONS OF OFFERS OF SCRIP
DIVIDENDS
Without prejudice to (but notwithstanding) the foregoing provisions
of this Regulation, the Directors may on any occasion determine that
such rights of election shall be subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient in
relation to any legal or practical problems under the laws of, or
the requirements of any recognised regulatory body or any stock
exchange in, any territory.
ACCOUNTS
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142. ACCOUNTING RECORDS TO BE KEPT AT OFFICE; MEMBERS' RIGHT OF INSPECTION
Accounting records sufficient to show and explain the Company's
transactions and otherwise complying with the Statutes shall be kept at
the Office, or at such other place as the Directors think fit, and shall
always be open to inspection by the officers of the Company. Subject as
aforesaid no member of the Company or other person shall have any right of
inspecting any account or book or document of the Company except as
conferred by statute or ordered by a court of competent jurisdiction or
authorised by the Directors.
143. BALANCE SHEETS AND PROFIT AND LOSS ACCOUNTS TO BE SENT TO MEMBERS AND
OTHERS
A copy of every balance sheet and profit and loss account which is to be
laid before a General Meeting of the Company (including every document
required by law to be comprised therein or attached or annexed thereto)
shall not less than twenty one days before the date of the meeting be sent
to every member of, and every holder of debentures of, the Company and to
every other person who is entitled to receive notices of meetings from the
Company under the provisions of the Statutes or of these Regulations.
Provided that this Regulation shall not require a copy of these documents
to be sent to more than one of joint holders or to any person of whose
address the Company is not aware, but any member or holder of debentures
to whom a copy of these documents has not been sent shall be entitled to
receive a copy free of charge on application at the Office and provided
further that if the Statutes so permit the Company need not send copies of
such documents to members who do not wish to receive them but may send
them such summary financial statement or other documents as may be
authorised by the Statutes. If all or any of the shares or debentures of
the Company shall for the time being be listed or dealt in on the London
Stock Exchange there shall be forwarded to the appropriate officer of the
London Stock Exchange such number of copies of such documents as may from
time to time be required under its Regulations or practice.
AUDITORS
144. VALIDITY OF ACTS OF AUDITORS
Subject to the provisions of the Statutes, all acts done by any person
acting as an Auditor shall, as regards all persons dealing in good faith
with the Company, be valid, notwithstanding that there was some defect in
his appointment or that he was at the time of his appointment not
qualified for appointment or subsequently disqualified.
145. AUDITORS ENTITLED TO NOTICE OF AND TO ATTEND AND BE HEARD AT GENERAL
MEETINGS
An Auditor shall be entitled to attend any General Meeting and to receive
all notices of and other communications relating to any General Meeting
which any member is entitled to receive and to be heard at any General
Meeting on any part of the business of the meeting which concerns him as
Auditor.
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NOTICES
F.146 MODE OF DELIVERY OF NOTICES; WHEN NOTICES DEEMED DELIVERED
Any notice or document (including a share certificate) may be served on or
delivered to any member by the Company either personally or by sending it
through the post in a prepaid cover addressed to such member at his
registered address, or (if he has no registered address within the United
Kingdom) to the address, if any, within the United Kingdom supplied by him
to the Company as his address for the service of notices, or by delivering
it to such address addressed as aforesaid. In the case of a member holding
Certificated Shares registered on a branch Register any such notice or
document may be posted either in the United Kingdom or in the territory in
which such branch Register is maintained. Where a notice or other document
is served or sent by post, service or delivery shall be deemed to be
effected at the expiration of twenty four hours (or, where second class
mail is employed, forty eight hours) after the time when the cover
containing the same is posted and in proving such service or delivery it
shall be sufficient to prove that such cover was properly addressed,
stamped and posted. Provided always that every notice or other document
which is required to be served or delivered, or capable of being delivered
to the Founders Share Company shall, so long as the Founders Share Company
has a registered address within fifteen miles of Charing Cross, be
personally delivered to the Founders Share Company at that address. The
accidental failure to send, or the non receipt by any person entitled to
any notice of or other document relating to any meeting or other
proceeding shall not invalidate the relevant meeting or other proceeding,
unless the person so entitled is the Founders Share Company. A notice or
document (other than a notice or document to be served on or delivered to
the Founders Share Company) not sent by post but left at a registered
address or address for service in the United Kingdom is deemed to be given
on the day it is left.
147. TRANSFEREES AND PERSONS ENTITLED BY OPERATION OF LAW BOUND BY NOTICES IN
RESPECT OF SHARES PENDING REGISTRATION
A person who becomes entitled to a share by transmission, transfer or
otherwise is bound by a notice in respect of that share (other than a
notice served by the Company under section 212 of the Act) which, before
his name is entered in the Register, has been properly served on a person
from whom he derives his title.
148. NOTICES TO JOINT HOLDERS
Any notice given to that one of the joint holders of a share whose name
stands first in the Register in respect of the share shall be sufficient
notice to all the joint holders in their capacity as such. For such
purpose a joint holder having no registered address in the United Kingdom
and not having supplied an address within the United Kingdom for the
service of notice shall be disregarded.
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149. PERSONS ENTITLED FOLLOWING DEATH OR BANKRUPTCY ENTITLED TO DELIVERY OF
NOTICES PENDING REGISTRATION
A person entitled to a share in consequence of the death or bankruptcy of
a member upon supplying to the Company such evidence as the Directors may
reasonably require to show his title to the share, and upon supplying also
an address within the United Kingdom for the service of notices, shall be
entitled to have served upon or delivered to him at such address any
notice or document to which the member but for his death or bankruptcy
would have been entitled, and such service or delivery shall for all
purposes be deemed a sufficient service or delivery of such notice or
document on all persons interested (whether jointly with or as claiming
through or under him) in the share. Save as aforesaid any notice or
document delivered or sent by post to or left at the address of any member
in pursuance of these Regulations shall, notwithstanding that such member
be then dead or bankrupt or in liquidation, and whether or not the Company
have notice of his death or bankruptcy or liquidation be deemed to have
been duly served or delivered in respect of any share registered in the
name of such member as sole or first named joint holder.
150. NO ENTITLEMENT TO RECEIPT OF NOTICES OUTSIDE THE UNITED KINGDOM
A member who has no registered address within the United Kingdom and has
not supplied to the Company an address within the United Kingdom for the
service of notices shall not be entitled to receive notices from the
Company.
151. NOTICES OF GENERAL MEETINGS BY ADVERTISEMENT
If at any time by reason of the suspension or curtailment of postal
services within the United Kingdom the Company is unable effectively to
convene a General Meeting by notices sent through the post, a General
Meeting may be convened by a notice advertised on the same date in at
least one national daily newspaper and such notice shall be deemed to have
been duly served on all members entitled thereto at noon on the day when
the advertisement appears. In any such case the Company shall send
confirmatory copies of the notice by post if at least seven days prior to
the meeting the posting of notices to addresses throughout the United
Kingdom again becomes practicable.
152. SERVING FOR STATUTORY REQUIREMENTS
Nothing in any of the preceding six Regulations shall affect any
requirement of the Statutes or of any other provision of these Regulations
that any particular offer, notice or other document be served in any
particular manner.
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WINDING UP
F.153 DIRECTORS MAY PETITION COURT FOR WINDING UP WITH CONSENT OF FOUNDERS SHARE
COMPANY
The Directors shall have power, with the prior consent in writing of the
Founders Share Company (but not otherwise), to present to the Court a
petition, in the name of and on behalf of the Company, for the Company to
be wound up.
154. DIRECTORS MAY DISTRIBUTE ASSETS IN KIND ON A WINDING UP
If the Company shall be wound up (whether the liquidation is voluntary,
under supervision, or by the court) the Liquidator may, with the authority
of an Extraordinary Resolution, divide among the members in specie or in
kind the whole or any part of the assets of the Company and whether or not
the assets shall consist of property of one kind or shall consist of
properties of different kinds, and may for such purpose set such value as
he deems fair upon any one or more class or classes of property and may
determine how such division shall be carried out as between the members or
different classes of members. The Liquidator may, with the like authority,
vest any part of the assets in trustees upon such trusts for the benefit
of members as the Liquidator with the like authority shall think fit, and
the liquidation of the Company may be closed and the Company dissolved. No
contributory shall be compelled to accept any shares or other property in
respect of which there is a liability.
INDEMNITY
155. DIRECTORS AND OFFICERS ENTITLED TO INDEMNITY
Subject to the provisions of and so far as may be consistent with the
Statutes, every Director, Auditor, Secretary or other officer of the
Company shall be entitled to be indemnified by the Company out of its own
funds against all costs, charges, losses, expenses and liabilities
incurred by him in the actual or purported execution and/or discharge of
his duties and/or the exercise or purported exercise of his powers and/or
otherwise in relation to or in connection with his duties, powers or
office including (without prejudice to the generality of the foregoing)
any liability incurred by him in defending any proceedings, civil or
criminal, which relate to anything done or omitted or alleged to have been
done or omitted by him as an officer or employee of the Company and in
which judgment is given in his favour (or the proceedings are otherwise
disposed of without any finding or admission of any material breach of
duty on his part) or in which he is acquitted or in connection with any
application under any statute for relief from liability in respect of any
such act or omission in which relief is granted to him by the Court.
THE REUTERS NEWS SERVICES
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F.156 ENTITLEMENT OF CERTAIN MEMBERS TO RECEIVE REUTERS NEWS SERVICES
The Press Association Limited, the Newspaper Publishers Association
Limited, AAP Information Services Proprietary Limited and New Zealand
Press Association Limited shall be entitled to receive the Reuters News
Services upon payment of such consideration as may be agreed from time to
time. Upon and subject to the terms of any such agreement:-
(i) The Press Association Limited shall be entitled to receive Reuters
News Services for the use of its members, such use to be limited to
the incorporation thereof in newspapers owned by such members or any
subsidiary undertaking of such members respectively
(ii) The Newspaper Publishers Association Limited shall be entitled to
receive Reuters News Services for the use of its members, such use
to be limited to the incorporation thereof in newspapers owned by
such members or any subsidiary undertaking of such members
respectively.
(iii) AAP Information Services Proprietary Limited shall be entitled to
receive Reuters News Services for the use of its members, such use
to be limited to the incorporation thereof in newspapers owned by
such members or any subsidiary undertaking of such members
respectively.
(iv) New Zealand Press Association Limited shall be entitled to receive
Reuters News Services for the use of its members, such use to be
limited to the incorporation thereof in newspapers owned by such
members or any subsidiary undertaking of such members respectively.
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