No. 109849
THE COMPANIES (CONSOLIDATION) ACT 1908
AND
THE COMPANIES ACTS 1985 AND 1989
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PUBLIC COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
OF
ENODIS PLC
(ADOPTED BY SPECIAL RESOLUTION PASSED ON 25TH JANUARY, 1999)
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INTRODUCTORY
TABLE "A" NOT TO APPLY
1. The regulations in Table A in the First Schedule to the Companies
(Consolidation) Act 1908, in Table A in the First Schedule to the Companies Act
1948 and in Table A in the Schedule to the Companies (Tables A to F) Regulations
1985 (as amended) shall not apply to Enodis plc (the "Company"), except so
far as the same are repeated or contained in these Articles.
INTERPRETATION
INTERPRETATION
2. In these Articles the words standing in the first column of the
following table shall bear the meanings set opposite to them respectively in the
second column thereof, if not inconsistent with the subject or context:-
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WORDS MEANINGS
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"accounting the period for which the accounts laid before the
reference period Company in General Meeting are made up
of the Company"
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WORDS MEANINGS
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"appointment" includes election (and appoint includes elect)
"these Articles" these Articles of Association, as adopted, or as from
time to time altered in accordance with the Statutes
"board" means the directors of the Company or the directors
present or deemed to be present at a duly convened
meeting of the directors at which a quorum is present
"certificated" means, in relation to a share, a share which is
recorded in the register as being held in
certificated form
"clear days" means, in relation to a period of notice, that period
excluding the day when the notice is given or deemed
to be given and the day for which it is given or on
which it is to take effect
"company" includes any body corporate (not being a corporation
sole) or association of persons, whether or not a
company within the meaning of the Companies Act 1985
"Directors" the directors for the time being of the Company
"in writing" written, printed, typewritten or telexed, or visibly
expressed in any other mode of representing or
reproducing words, or partly one and partly another
"month" calendar month
"the Office" the registered office for the time being of the
Company
"paid up" includes credited as paid up
"Register" means, unless the context otherwise requires, the
register of members kept pursuant to Section 352 of
the Companies Act 1985 and, where the context
requires, any register maintained by the Company of
persons holding any renounceable right of allotment
of a share
"Seal" the common seal of the Company
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WORDS MEANINGS
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"Statutes" the Companies Act 1985 and the Companies Act 1989 and
every statute (including orders, regulations or other
subordinate legislation made thereunder) for the time
being in force concerning companies so far as they
apply to the Company
"Stock Exchange a recognised clearing house or a nominee of a
nominee" recognised clearing house or of a recognised
investment exchange who is designated as mentioned in
Section 185(4) of the Companies Act 1985.
"Uncertificated means the Uncertificated Securities Regulations 1995,
Securities including any modification, re-enactment or
Regulations" substitute regulations for the time being in force
"uncertificated" means, in relation to a share, a share title to which
is recorded in the register as being held in
uncertificated form and title to which, by virtue of
the Uncertificated Securities Regulations, may be
transferred by means of a relevant system
"United Kingdom" Great Britain and Northern Ireland
"year" year from 1st January to 31st December, inclusive
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Words and expressions to which a particular meaning is given by the Companies
Act 1985 in force when these Articles are (or any part of them is) adopted have
the same meaning in these Articles, except where the word or expression is
otherwise defined herein. The expressions "Operator", "participating issuer",
"participating security" and "relevant system" have the same meaning as in the
Uncertificated Securities Regulations.
All references in these Articles to the giving of instructions 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. The giving of such instructions shall be subject to:
(i) the facilities and requirements of the relevant system;
(ii) the extent permitted by the Uncertificated Securities
Regulations; and
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(iii) the extent permitted by or practicable under the rules and
practices from time to time of the Operator of the relevant
system.
Where an Ordinary Resolution of the Company is expressed to be required for any
purpose, a Special or Extraordinary Resolution is also effective for that
purpose, and where an Extraordinary Resolution is expressed to be required for
any purpose, a Special Resolution is also effective for that purpose.
References in these Articles to any statutory provision shall be
construed as including references to:-
(i) any statutory modification or re-enactment thereof;
(ii) all statutory instruments or orders made pursuant thereto; and
(iii) any statutory provisions of which such statutory provision is
a re-enactment or modification.
Unless inconsistent with the subject or context, words importing the
singular number shall include the plural number and vice versa, words importing
the masculine gender shall include the feminine gender and words importing
persons shall include corporations and bodies of persons.
The expression "Secretary" shall (subject to the provisions of the
Statutes) include an assistant or deputy Secretary and any person appointed by
the Directors to perform any of the duties of the Secretary.
The headings and annotations are inserted for convenience only and
shall not affect the construction of these Articles.
BUSINESS
BUSINESS TO BE UNDERTAKEN
3. Any branch or kind of business which is either expressly or by
implication authorised to be undertaken by the Company may be undertaken by the
Directors at such time or times as they shall think fit, and further may be
permitted by them to be in abeyance, whether such branch or kind of business may
have been actually commenced or not, so long as the Directors may deem it
expedient not to commence or proceed with such branch or kind of business.
OFFICE
4. The Office shall be at such place in England or Wales as the
Directors shall from time to time appoint.
SHARES
SHARE CAPITAL
5. The authorised share capital of the Company at the date of adoption
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of these Articles is 172,100,000 (1) divided into 344,200,000 Ordinary Shares
of 50 pence each.
INCREASE OF CAPITAL
COMPANY MAY INCREASE ITS CAPITAL
6. The Company may from time to time, by Ordinary Resolution, whether
or not all the shares for the time being authorised shall have been issued, or
all the shares for the time being issued shall have been fully paid up, increase
its capital by the creation of new shares of such amount as may be deemed
expedient.
RIGHTS ATTACHED TO NEW SHARES
7. The Ordinary Resolution of the Company creating any new shares in
the capital of the Company may, subject to the rights and privileges attached to
any then existing shares in the capital, specify rights and privileges to be
attached to such new shares and restrictions to which they shall be subject and
(without limiting the foregoing) may provide that (subject to the Statutes) the
same are to be issued on terms that they are to be redeemed or are liable to be
redeemed at the option of the Company or the shareholder and may set out the
terms on and the manner in which redemption of the same may be effected.
NEW SHARES CONSIDERED AS ORIGINAL CAPITAL
8. Subject to any direction or determination that may be given or made
in accordance with the powers contained in these Articles, all shares created on
any increase of capital shall be subject to the provisions contained herein with
reference to the payment of calls, transfer, transmission, forfeiture, lien and
otherwise as if they had been part of the original capital.
ALTERATION OF CAPITAL
POWER TO CONSOLIDATE, SUB-DIVIDE AND CANCEL SHARES
9. The Company may, from time to time, by Ordinary Resolution:-
(i) consolidate and divide all or any of its share capital into
shares of a larger amount than its existing shares;
(ii) cancel any shares which, at the date of the passing of the
Resolution, have not been taken or agreed to be taken by any
person and diminish the amount of its share capital by the
amount of the shares so cancelled; and
(iii) by sub-division of its existing shares or any of them, divide
its share capital or any part thereof into shares of smaller
amount than is fixed by its Memorandum of Association, so
however that in the sub-division the proportion between the
amount paid up and the amount (if any) not paid up on each
such share of smaller amount shall be the same as it was in
the case of the share from which it was derived. Any
Resolution whereby any share is sub-divided may determine
that, as between the holders of the shares resulting from such
sub-division,
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(1)
1 Increased by Ordinary Resolution dated 30 July 1983 from
(Pound)55,150,000 to (Pound)69,992,819
2 Reduced by Special Resolution dated 18 November 1988 from
(Pound)69,992,819 to (Pound)69,842,819
3 Increased by Ordinary Resolution dated 31 January 1994 from
(Pound)69,842,819 to (Pound)101,490,966
4 Increased by Ordinary Resolution dated 23 January 1995 from
(Pound)101,490,966 to (Pound)172,100,000
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one or more of the shares may have such preferred or other
special rights, or may have such qualified or deferred rights
or be subject to such restrictions, as compared with the other
or others, as the Company has power to attach to new shares.
Whenever as a result of any consolidation of shares any members would become
entitled to fractions of a share, the Directors may for the purpose of
eliminating such fractions (treating holdings of a member of uncertificated
shares and certificated shares of the same class as if they were separate
holdings unless the Directors decide otherwise) sell the shares representing
the fractions for the best price reasonably obtainable and distribute the
proceeds of sale in due proportion among the members who would have been
entitled to the fractions of shares, but so that the Directors may determine
that any proceeds of sale amounting to not more than L3 (or such other sum as
the Directors may from time to time determine in accordance with the rules of
the London Stock Exchange Limited) may be retained for the benefit of the
Company. For the purpose of any such sale the Directors may authorise any
person to transfer the shares representing the fractions to the purchaser
thereof, whose name shall thereupon be entered in the Register as the holder
of the shares, and who shall not be bound to see to the application of the
purchase money nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the sale.
POWERS TO PURCHASE OWN SHARES AND TO REDUCE CAPITAL AND CAPITAL REDEMPTION
RESERVE FUND AND SHARE PREMIUM ACCOUNT
10. The Company may, from time to time:
(i) purchase its own shares (including any redeemable shares); and
(ii) by Special Resolution reduce its share capital and any capital
redemption reserve fund or share premium account,
provided that neither such purchase nor such reduction reduces its share capital
below the authorised minimum for a public company from time to time provided by
or pursuant to the Statutes.
PROCEDURE
11. Anything done in pursuance of either of the last two preceding
Articles shall be done in any manner provided, and subject to any conditions
imposed, by the Statutes, so far as they shall be applicable, and, so far as
they shall not be applicable, in accordance with the terms of the Resolution
authorising the same, and, so far as such Resolution shall not be applicable, in
such manner as the Directors deem most expedient.
VARIATION OF RIGHTS AND CLASS MEETINGS
VARIATION OF RIGHTS AND PROCEDURE AT CLASS MEETINGS
12. (A) Subject to the provisions of the Statutes, all or any of the
special rights and privileges attached to any class of shares may (whether or
not the Company is being wound up) be altered or abrogated with the consent in
writing of the holders of not less than three-fourths of the issued shares of
that class or
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with the sanction of an Extraordinary Resolution passed at a separate general
meeting of the holders of such shares. All provisions of these Articles relating
to General Meetings of the Company shall apply to every such separate general
meeting, except that:-
(i) no member, other than a Director, is entitled to notice of it
or to attend unless he is a holder of shares of that class;
(ii) no vote may be given except in respect of a share of that
class;
(iii) the necessary quorum at any such meeting (other than an
adjourned meeting) shall be two persons holding or
representing by proxy not less than one-third in nominal
amount of the issued shares of the class;
(iv) at an adjourned meeting the necessary quorum shall be one
person holding shares of the class or his proxy;
(v) the holders of shares of the class shall, on a poll, have one
vote in respect of every share of the class held by them
respectively; and
(vi) a poll may be demanded by any one holder of shares of the
class whether present in person or by proxy.
(B) Unless otherwise expressly provided by the terms of issue thereof,
the special rights or privileges attached to any class of shares shall not be
deemed to be varied or abrogated by the creation, allotment or issue of further
shares ranking PARI PASSU with or subsequent to them or by the purchase or
redemption by the Company of its own shares in accordance with the Statutes and
Article 10.
ISSUE OF UNISSUED SHARES
UNISSUED SHARES MAY BE OFFERED TO MEMBERS
13. The Company may by Ordinary Resolution (or by Special Resolution
where so required by the Statutes) resolve that the unissued shares in the
capital of the Company, or any of them, shall be offered, in the first instance,
and either at par or at a premium, to all the holders of any class of shares in
the capital of the Company, in proportion (as nearly as circumstances may
permit) to the number of shares of such class held by them respectively, or make
any other provisions as to the issue and allotment of the unissued shares or any
of them.
SHARES AT THE DISPOSAL OF THE DIRECTORS
14. (A) All unissued shares shall (if and to the extent authorised or
permitted by the Statutes, these Articles and any resolution of the Company
pursuant thereto) be at the disposal of the Directors, who may (subject to the
provisions of the Statutes, these Articles and any such resolution):-
(i) allot (with or without conferring a right of renunciation),
grant
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options over or otherwise deal with or dispose of the same to
such persons, at such times and generally on such terms as
they think proper; and
(ii) issue the same with such rights and privileges attached
thereto and subject to such restrictions as they may determine
and, in particular, such shares may be issued with a
preferential, qualified or deferred right to dividends and/or
in the distribution of assets of the Company and with or
without any right of voting (whether special or not) and any
share may be issued on terms that it is to be redeemed or
liable to be redeemed at the option of the Company or the
shareholder and the terms on and the manner in which
redemption of the same may be effected may be determined by
the Directors.
ALLOTMENTS ETC. OF SHARES
15. The Company shall duly comply with any provisions of the Statutes
regarding the allotment, issue and paying up of share capital.
POWER TO PAY COMMISSION AND BROKERAGE
16. (A) The Company may pay a commission to any person in consideration
of his subscribing, or agreeing to subscribe, whether absolutely or
conditionally, or procuring or agreeing to procure subscriptions, whether
absolute or conditional, for any shares in the capital of the Company, but such
commission shall not exceed the limit permitted by the Statutes. Any such
commission may be paid in whole or in part in cash. The Company may, in addition
to, or in lieu of, such commission, in consideration of any person so
subscribing or agreeing to subscribe, or of his procuring or agreeing to procure
subscriptions, whether absolute or conditional, for any shares in the Company,
confer on any such person an option to call within a specified time for a
specified number or amount of shares in the Company at a specified price being
not less than par. The payment or agreement to pay a commission or the
conferring of an option shall be in the discretion of the Directors on behalf of
the Company and subject to the provisions of the Statutes.
(B) The Company may also pay such brokerage as may be lawful.
ASSETS NOT TO BE APPLIED FOR THE PURPOSE OF THE ACQUISITION OF OWN SHARES ETC.
17. The Company shall not give financial assistance directly or
indirectly for the purpose of the acquisition or proposed acquisition by any
person of shares in the Company or in any holding company of the Company or for
the purpose of reducing or discharging any liability incurred by any person for
the purpose of any such acquisition of shares but nothing in this Article shall
prohibit transactions permitted by the Statutes.
JOINT HOLDERS
18. The Company shall not be bound to register more than four persons
as joint holders of any share and any one of such registered joint holders may
give effectual receipts for any dividend or other moneys payable in respect of
such share.
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EXCLUSION OF EQUITIES
19. Except as otherwise required by law or these Articles and
notwithstanding any information received by the Company pursuant to Section 212
of the Companies Act 1985 or otherwise, no person shall be recognised by the
Company as holding any share upon any trust and the Company shall not be bound
in any way to recognise (even when having notice thereof) any equitable,
contingent, future or partial interest in any share, or any interest in any
fractional part of a share, or any other right in respect of any share, except
an absolute right to the entirety thereof in the registered holder.
UNCERTIFICATED SHARES
20. (A) Subject to the Statutes, the board may resolve that a class of
shares is to become a participating security and that a class of shares shall
cease to be a participating security.
(B) Uncertificated shares of a class are not to be regarded as forming
a separate class from certificated shares of that class.
(C) A member may, in accordance with the Uncertificated Securities
Regulations, change a share of a class which is a participating security from a
certificated share to an uncertificated share and from an uncertificated share
to a certificated share.
(D) The Company may give notice to a member requiring the member to
change uncertificated shares to certificated shares by the time stated in the
notice. The notice may also state that the member may not change certificated
shares to uncertificated shares. If the member does not comply with the notice,
the board may authorise a person to change the uncertificated shares to
certificated shares in the name and on behalf of the member.
(E) While a class of shares is a participating security, these Articles
only apply to an uncertificated share of that class to the extent that they are
consistent with:
(i) the holding of shares of that class in uncertificated form;
(ii) the transfer of title to shares of that class by means of a
relevant system; and
(iii) the Uncertificated Securities Regulations.
SHARE CERTIFICATES
ISSUE OF CERTIFICATES
21. (A) Subject to the Statutes, the Uncertificated Securities
Regulations, the rules of any relevant system and these Articles, a person
(except a person to whom the Company is not required by law to issue a
certificate) whose name is entered in the Register as a holder of a certificated
share is entitled, without charge, to receive within the earlier of:
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(i) any time required by the listing rules of the London Stock
Exchange; and
(ii) two months of allotment or lodgement of a transfer to him of
those shares or within two months after the relevant Operator
instruction is received by the Company (or within any other
period as the terms of issue of the shares provide),
one certificate for all the certificated shares of a class registered in his
name or, in the case of certificated shares of more than one class being
registered in his name, a separate certificate for each class of shares.
(B) Where a member (other than a Stock Exchange nominee) transfers part
of his shares comprised in a certificate he is entitled, without charge, to one
certificate for the balance of certificated shares retained by him.
(C) The Company is not bound to issue more than one certificate for
certificated shares held jointly by two or more persons and delivery of a
certificate to one joint holder is sufficient delivery to all joint holders.
(D) A certificate shall specify the number and class and the
distinguishing numbers (if any) of the shares in respect of which it is issued
and the amount paid up on the shares. It shall be issued under the Seal in
accordance with Article 134 or in such other manner as the board may approve,
having regard to the terms of allotment or issue of the shares and the
requirements of the London Stock Exchange Limited.
REPLACEMENT OF CERTIFICATES
22. (A) 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 shares issued in lieu without charge.
(B) If any member shall surrender for cancellation a share certificate
representing shares held by him and request the Company to issue in lieu two or
more share certificates representing such shares in such proportions as he may
specify, the Directors may, if they think fit, comply with such request subject
to the payment of the Company's reasonable out of pocket expenses in complying
with such request.
(C) If a share certificate shall be damaged or defaced or alleged to
have been lost, stolen or destroyed, a new share certificate representing the
same shares may be issued to the holder upon request subject to delivery up of
the old certificate or (if alleged to have been lost, stolen or destroyed)
subject to compliance with such conditions as to evidence and indemnity as the
Directors may think fit and (in either case) to the payment of any exceptional
out of pocket expenses of the Company incidental to its investigation of the
evidence of such alleged loss, theft or destruction.
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CALLS ON SHARES
DIRECTORS MAY MAKE CALLS
23. The Directors may, subject to any conditions of allotment, from
time to time make such calls upon the members in respect of all moneys unpaid on
their shares as they think fit, provided that, except as otherwise fixed by the
conditions of application or allotment, seven days' notice at least is given of
each call, and each member shall be liable to pay the amount of every call so
made upon him to the persons and at the times and places appointed by the
Directors. Any call may be made payable in one sum or by instalments and may be
revoked or postponed as the Directors may determine.
TIME WHEN MADE
24. A call shall be deemed to have been made at the time when the
resolution of the Directors authorising such call was passed.
LIABILITY OF JOINT HOLDERS
25. The joint holders of a share shall be jointly and severally liable
for the payment of all calls and instalments in respect thereof.
INTEREST ON CALLS
26. If a call or instalment payable in respect of a share is not paid
before or on the day appointed for payment thereof, the person from whom the
amount is due shall pay interest on the amount of the call or instalment, from
the day appointed for payment to the day of actual payment, at such rate as the
Directors shall from time to time determine, and shall also pay all costs,
charges and expenses which the Company may have incurred or become liable for in
order to procure payment of or in consequence of the non-payment of such call or
instalment but the Directors shall be at liberty to waive payment of such
interest, costs, charges and expenses, wholly or in part.
SUMS DUE ON ALLOTMENT ETC. TO BE TREATED AS CALLS
27. Any sum which by the conditions of allotment of a share is made
payable on allotment, or at any fixed time, or by instalments at any fixed
times, shall for all purposes of these Articles be deemed to be a call duly made
and payable on the date or dates fixed for payment and, in case of non-payment,
the provisions of these Articles as to payment of interest and expenses,
forfeiture and the like, and all other relevant provisions of the Statutes or of
these Articles shall apply as if such sum were a call duly made and notified as
hereby provided.
POWER TO DIFFERENTIATE
28. The Directors may make arrangements on any issue of shares for a
difference between the holders of such shares in the amounts and times of
payment of calls on their shares.
PAYMENT OF CALLS IN ADVANCE
29. The Directors may, if they think fit, receive from any member
willing to advance the same all or any part of the moneys payable upon his
shares beyond the sum actually called up thereon and, upon all or any of the
moneys so paid in advance, or so much thereof as exceeds the amount for the time
being called up on the shares in respect of which such advance has been made,
the
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Directors may pay or allow interest at such rate as may be agreed upon between
the Directors and the member paying such sum in advance, in addition to any
dividend payable upon such part of the shares in respect of which such advance
has been made as is actually called up. The Directors may also at any time repay
the amount so advanced upon giving to such member one month's notice in writing.
RIGHTS SUSPENDED IF PAYMENT IN ARREAR
30. No member shall be entitled to receive any dividend, or (save as
proxy for another member) to be present or vote at any General Meeting, either
personally or by proxy, or to exercise any privilege as a member, or be reckoned
in a quorum in respect of any share held by him (whether alone or jointly with
any other person) if and so long as he shall have defaulted in payment of any
call or other sum for the time being due and payable on such share or any
interest or expenses (if any) payable in connection therewith.
LIEN ON SHARES
COMPANY TO HAVE LIEN ON PARTLY PAID SHARES
31. (A) The Company shall have a first and paramount lien and charge on
all the shares not fully paid up, registered in the name of a member (whether
solely or jointly with others), for any amount payable in respect of such
shares. Such lien shall extend to all dividends and other moneys from time to
time declared or payable in respect of such shares.
(B) Unless otherwise agreed, the registration of a transfer of shares
shall operate as a waiver of the Company's lien (if any) on such shares.
(C) The Directors may resolve that any share or shares shall for some
specified period be exempt from the provisions of this Article.
SALE OF SHARES SUBJECT TO LIEN
32. (A) For the purpose of enforcing such lien, the Directors may sell
all or any of the shares subject thereto in such manner as they may think fit,
but no sale shall be made until:-
(i) the date for payment of the amount referred to in paragraph
(A) of the preceding Article shall have arrived, and
(ii) a notice in writing demanding payment of the said amount and
giving notice of intention to sell in default shall have been
served in accordance with these Articles on such member or the
person (if any) entitled by transmission to the shares, and
(iii) default in such payment shall have been made by him for seven
days after service of such notice.
(B) The net proceeds of any such sale shall be applied in or towards
satisfaction of the said amount, and the residue (if any) shall be paid to the
member
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or the person (if any) entitled by transmission to the shares.
PURCHASER PROTECTED
33. Upon any such sale as aforesaid the Directors may authorise any
person to transfer the shares in the name and on behalf of the holder of, or the
person entitled by transmission to, the shares, or to cause the transfer of such
shares, to the purchaser and may enter the purchaser's name in the Register as
holder of the shares, and the purchaser shall not be bound to see to the
regularity or validity of or be affected by any irregularity or invalidity in
the proceedings or be bound to see to the application of the purchase money and
the validity of the sale shall not be impeached by any person, and the remedy of
any person aggrieved by the sale shall be in damages only and against the
Company exclusively.
FORFEITURE OF SHARES
NOTICE OF UNPAID CALLS
34. If any member fails to pay the whole or any part of any call or
instalment on or before the day appointed for the payment thereof, the Directors
may, at any time thereafter during such time as the call or instalment or any
part thereof remains unpaid, serve a notice on him, requiring him to pay such
call or instalment, or such part thereof as remains unpaid, together with any
accrued interest and any costs, charges and expenses incurred by the Company by
reason of such non-payment.
NOTICE TO STATE TIME AND PLACE FOR PAYMENT
35. The notice shall name a further day, being not less than fourteen
days from the date of such notice, on or before which such call or instalment,
or part thereof as aforesaid, and all such interest and costs, charges and
expenses as aforesaid are to be paid. It shall also name the place where payment
is to be made and shall state that, in the event of non-payment on or before the
day and at the place appointed, the share in respect of which such call was made
or instalment is payable will be liable to be forfeited.
FORFEITURE ON NON-COMPLIANCE WITH NOTICE
36. 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 or instalments, interest, costs,
charges and expenses due in respect thereof has been made, be forfeited by a
resolution of the Directors to that effect. Every forfeiture shall include all
dividends declared in respect of the forfeited share, and not actually paid
before the forfeiture. The Directors may accept a surrender of any share liable
to be forfeited hereunder.
NOTICE OF FORFEITURE TO BE GIVEN
37. When any share has been forfeited in accordance with these
Articles, notice of the forfeiture shall forthwith be given to the holder of the
share, or the person entitled to the share by transmission, as the case may be,
and an entry of such notice having been given, and of the forfeiture, with the
date thereof, shall forthwith be made in the Register opposite to the entry of
the share; but no forfeiture shall be in any manner invalidated by any omission
or neglect to give such notice or to make such entry as aforesaid.
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POWER TO ANNUL FORFEITURE OR SURRENDER
38. Notwithstanding any such forfeiture as aforesaid, the Directors
may, at any time before the forfeited or surrendered share has been sold,
re-allotted or otherwise disposed of, annul the forfeiture or surrender upon
payment of all calls and interest due upon and costs, charges and expenses
incurred in respect of the share, and upon such further conditions (if any) as
they may think fit.
SALE OF FORFEITED OR SURRENDERED SHARES
39. Every share which shall be forfeited or surrendered shall thereupon
become the property of the Company and (subject to the provisions of the
Statutes) may be sold, re-allotted or otherwise disposed of, upon such terms and
in such manner as the Directors shall think fit and whether with or without all
or any part of the amount previously paid up on the share being credited as so
paid up. The Directors may, if necessary, authorise any person to transfer a
forfeited or surrendered share to any person to whom the same has been sold,
re-allotted or disposed of.
RIGHTS AND LIABILITIES OF MEMBERS WHOSE SHARES HAVE BEEN FORFEITED OR
SURRENDERED
40. A person any of whose shares has been forfeited or surrendered
shall cease to be a member in respect of the forfeited or surrendered share but
shall, notwithstanding, be liable to pay to the Company all calls, instalments,
interest, costs, charges and expenses owing upon or in respect of such share at
the time of forfeiture or surrender, together with interest thereon from the
time of forfeiture or surrender until payment at such rate as the Directors
shall think fit, in the same manner as if the share had not been forfeited or
surrendered, and to satisfy all the claims and demands (if any) which the
Company might have enforced in respect of the share at the time of forfeiture or
surrender, without any deduction or allowance for the value of the share at the
time of forfeiture or surrender.
TITLE TO FORFEITED OR SURRENDERED SHARES
41. A statutory declaration in writing that the declarant is a Director
or Secretary of the Company and that a share has been duly forfeited in
pursuance of these Articles, and stating the day when it was forfeited, shall,
as against all persons claiming to be entitled to the share, be conclusive
evidence of the facts therein stated, and such declaration, together with a
certificate in respect of such share, delivered to a purchaser or allottee
thereof shall (subject to the signing of any necessary transfer) constitute a
good title to the share, and the new holder thereof shall be discharged from all
calls made prior to such purchase or allotment and shall not be bound to see to
the application of the purchase money (if any) nor shall his title to the share
be affected by any omission, irregularity or invalidity in or relating to or
connected with the proceedings in reference to the forfeiture, sale,
re-allotment or disposal of the share.
UNTRACED SHAREHOLDERS
42. (A) The Company shall be entitled to sell any share of a member, or
any share to which a person is entitled by transmission, if and provided that:-
(i) for a period of not less than twelve years prior to the date
of publication of the advertisements referred to in
sub-paragraph (ii) below (or, if published on two different
dates, the first of them) no cheque, order or warrant sent by
the Company through the post in a prepaid envelope addressed
to the member, or to the person entitled by
15
transmission to the share, at his address on the register or
other last known address given by such member or person to
which cheques, orders and warrants in respect of such share
are to be sent has been cashed and no communication has been
received by the Company from such member or person (in his
capacity as member or person entitled by transmission)
provided that in any such period of twelve years the Company
has paid at least three cash dividends (whether interim or
final) and no such dividend has been claimed by the person
entitled to it;
(ii) at the expiration of the said period of twelve years the
Company has given notice of its intention to sell such share
by advertisement in both a leading daily newspaper and in a
newspaper circulating in the area of the address referred to
in sub-paragraph (i) above;
(iii) the Company has not during the further period of three months
after the date of the advertisements (or the later
advertisement if the two advertisements are published on
different dates) and prior to the exercise of the power of
sale received any communication in respect of such share from
the member or person entitled by transmission; and
(iv) the Company has first given notice in writing to the London
Stock Exchange Limited of its intention to sell such share.
(B) If during the period of not less than twelve years referred to in
paragraph (A) above or during any period ending on the date when all the
requirements of paragraphs (A) (i) to (iv) above have been satisfied any
additional shares have been issued in right of those held at the beginning of,
or previously so issued during, such periods and all the requirements of
paragraphs (A) (ii) to (iv) above have been satisfied in regard to such
additional shares, the Company shall also be entitled to sell the additional
shares.
(C) For giving effect to such sale, the board may authorise any person
to execute an instrument of transfer of such share in the name and on behalf of
the holder of, or the person entitled by transmission to, such share in favour
of the purchaser or his nominee. The purchaser shall not be bound to see to the
application of the purchase money and the title of the transferee shall not be
affected by any irregularity or invalidity in the proceedings in reference to
the sale.
(D) The Company shall account to the member or other person entitled to
such share for the net proceeds of such sale by carrying all moneys in respect
thereof to a separate account. The Company shall be deemed to be a debtor and
not a trustee in respect thereof for such member or other person. Moneys carried
to such separate account may either be employed in the business of the Company
or invested in such investments as the board may from time to time
16
think fit. No interest shall be payable in respect of such moneys and the
Company shall not be required to account for any money earned on them.
TRANSFER OF SHARES
FORM OF TRANSFER FOR CERTIFICATED SHARES
43. Subject to the restrictions of these Articles, any member may
transfer all or any of his certificated shares, but every transfer must be:-
(i) in writing and in the usual common form, or in any other form
which the Directors may approve; and
(ii) left at the Office, or at such other place as the Directors
may determine, for registration; and
(iii) accompanied by the certificate of the shares to be transferred
(except where the shares are registered in the name of a Stock
Exchange nominee and no certificate shall have been issued
therefor) and such other evidence (if any) as the Directors
may require to prove the title of the intending transferor or
his right to transfer the shares.
TRANSFER OF UNCERTIFICATED SHARES
44. Subject to the restrictions of these Articles, a member may
transfer all or any of his uncertificated shares in accordance with the
Uncertificated Securities Regulations.
EXECUTION
45. (A) The instrument of transfer of a share shall be signed by or on
behalf of the transferor and (except in the case of a fully paid share) by or on
behalf of the transferee, provided that the Directors may dispense with the
signing of the instrument of transfer by the transferee in any case in which in
their discretion they think fit so to do. Shares of different classes shall not
be comprised in the same instrument of transfer.
(B) The transferor shall be deemed to remain the holder of the share
until the name of the transferee is entered in the Register in respect thereof.
RETENTION OF INSTRUMENTS
46. (A) All instruments of transfer which shall be registered shall be
retained by the Company, but any instrument of transfer which the Directors may
refuse to register shall (except in any case where fraud or any other crime
involving dishonesty is suspected in relation to such transfer) be returned to
the person presenting the same.
(B) Subject as hereinafter provided the Company, if so authorised by a
resolution of the Directors, shall be entitled to destroy:-
(i) at any time after the expiration of six years from the date of
registration thereof, all instruments of transfer of shares in
the Company and all other documents transferring or purporting
to transfer shares in
17
the Company or representing or purporting to represent the
right to be registered as the holder of shares in the Company
on the faith of which entries have been made in the Register;
and
(ii) at any time after the expiration of one year from the date of
cancellation thereof, all registered share certificates which
have been cancelled; and
(iii) at any time after the expiration of two years from the date of
recording thereof, all dividend mandates and notifications of
change of address; and
(iv) at any time after the expiration of one year from the date of
actual payment thereof, all paid dividend warrants and
cheques.
(C) 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 document so destroyed was duly and properly
made, that every instrument of transfer so destroyed was a valid and effective
instrument duly and properly registered, that every share certificate so
destroyed was a valid certificate duly and properly cancelled, that every other
document mentioned above so destroyed was a valid and effective document in
accordance with the particulars thereof recorded in the books and records of the
Company and that every paid dividend warrant and cheque so destroyed was duly
paid, provided always that:
(i) the provisions aforesaid shall apply only to the destruction
of documents in good faith and without notice of any claim
(regardless of the parties thereto) to which the document
might be relevant;
(ii) 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 in which liability would not attach to the
Company in the absence of this Article; and
(iii) references herein to the destruction of any documents include
references to the disposal thereof in any manner.
DIRECTORS' POWER TO REFUSE TO REGISTER TRANSFER
47. (A) The Directors may, in their absolute discretion and without
assigning any reason therefor, refuse to register:-
(i) any transfer of certificated shares not fully paid up; and
(ii) any transfer of certificated shares on which the Company has a
lien.
18
If that share has been admitted to the Official List of the London Stock
Exchange Limited, the board may not refuse to register the transfer if that
would prevent dealings in the share from taking place on an open and proper
basis.
(B) If the Directors refuse to register any transfer of certificated
shares, they shall, within two months after the date on which the transfer was
lodged with the Company, send to the transferee notice of the refusal.
(C) An instrument of transfer which the board refuses to register
shall, (except in the case of suspected fraud) be returned to the person
depositing it. Subject to Article 46, the Company may retain all instruments of
transfer which are registered. Subject to the requirements of the London Stock
Exchange Limited, 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 in accordance with the
Uncertificated Securities Regulations, but so that the board 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.
(D) If the board refuses to register the transfer of an uncertificated
share or of any such uncertificated renounceable right of allotment of a share
it 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.
NO FEE PAYABLE
48. No fee shall be charged for registration of a transfer or in
respect of the registration of any probate, letters of administration,
certificate of marriage or death, power of attorney or other document relating
to or affecting the title to any shares or for making any entry in the Register
affecting the title to any share.
POWER TO SUSPEND REGISTRATION OF TRANSFERS
49. The registration of transfers of shares or of any class of shares
may be suspended at such times and for such periods as the Directors may from
time to time determine provided always that such registration shall not be
suspended for more than thirty days in any year and the Directors shall comply
with the provisions of the Statutes as to advertisement.
RENUNCIATIONS
50. Nothing contained in these Articles shall preclude the Directors
from recognising a renunciation of the allotment of any share by the allottee in
favour of some other person.
TRANSMISSION OF SHARES
TRANSMISSION ON DEATH
51. In the case of the death of a member, the survivors or survivor
where the deceased was a joint holder, and the legal personal representatives of
the deceased where he was a sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his shares; but nothing
herein
19
contained shall release the estate of a deceased holder, whether sole or joint,
from any liability in respect of any share solely or jointly held by him.
REGISTRATION OF PERSONAL REPRESENTATIVE, TRUSTEE IN BANKRUPTCY, ETC.
52. Any person becoming entitled to a share in consequence of the death
or bankruptcy of a member or in consequence of a member becoming a patient for
the purposes of any statute relating to mental health may, upon producing such
evidence of his title as the Directors shall require, and subject as hereinafter
provided, either be registered himself as the holder of the share or elect to
have some person nominated by him registered as the transferee thereof.
NOTICE OF ELECTION TO BE REGISTERED
53. If the person so becoming entitled shall elect to be registered
himself, he shall deliver or send to the Company a notice in writing signed by
him, stating that he so elects. For all purposes of these Articles relating to
the registration of transfers of shares, such notice shall be deemed to be a
transfer, and the Directors shall have the same power of refusing to give effect
thereto by registration as if the event upon which the transmission took place
had not occurred and the notice were a transfer signed by the person from whom
the title by transmission is derived.
REGISTRATION OF NOMINEES
54. (A) If a person so becoming entitled elects to have another person
registered, he shall:
(i) if it is a certificated share, execute an instrument of
transfer of the share to that person; or
(ii) if it is an uncertificated share:
(a) procure that instructions are given by means of a
relevant system to effect transfer of the share to
that person; or
(b) change the share to a certificated share and execute
an instrument of transfer of the share to that
person.
(B) All the provisions of the Articles relating to the transfer of
certificated shares apply to the notice (referred to in Article 53) or
instrument of transfer (as the case may be) as if it were an instrument of
transfer executed by the member and his death, bankruptcy or other event giving
rise to a transmission of entitlement had not occurred.
RIGHTS OF UNREGISTERED PERSONAL REPRESENTATIVE, TRUSTEE IN BANKRUPTCY, ETC.
55. A person so becoming entitled shall have the right to receive and
give a discharge for any dividends or other moneys payable in respect of the
share, but he shall have no right to receive notice of or to attend or vote at
meetings of the Company or (save as aforesaid) to any of the rights or
privileges of a member in respect of the share, unless and until he shall be
registered as the holder thereof, provided always that the Directors may at any
time give notice requiring any such person to elect either to be registered
himself or to transfer the share
20
and, if within ninety days the notice is not complied with, the Directors may
thereafter withhold payment of all dividends or other moneys payable in respect
of the share until the requirements of the notice have been complied with.
GENERAL MEETINGS
ANNUAL GENERAL MEETINGS
56. The Company shall comply with the requirements of the Statutes
regarding the holding of Annual General Meetings. Subject to such requirements,
the Directors shall determine the date, time and place at which each Annual
General Meeting shall be held.
EXTRAORDINARY GENERAL MEETINGS
57. All General Meetings other than Annual General Meetings shall be
called Extraordinary General Meetings.
CONVENING OF EXTRAORDINARY GENERAL MEETINGS
58. (A) The Directors may convene an Extraordinary General Meeting
whenever they think fit.
(B) Extraordinary General Meetings may also be convened in accordance
with Article 107 hereof.
(C) Extraordinary General Meetings shall also be convened on such
requisition or, in default, may be convened by such requisitionists, as provided
by the Statutes.
(D) The Directors shall comply with the provisions of the Statutes
regarding the giving and the circulation, on the requisition of members, of
notices of resolutions and of statements with respect to matters relating to any
resolution to be proposed or business to be dealt with at any General Meeting of
the Company.
NOTICE OF GENERAL MEETINGS
NOTICE OF MEETINGS
59. (A) Twenty-one clear days' notice of every Annual General Meeting
and of every Extraordinary General Meeting at which it is proposed to pass a
Special Resolution, and fourteen clear days' notice of every other Extraordinary
General Meeting shall be given in a manner hereinafter mentioned to all members
(other than those who, under the provisions of these Articles or otherwise, are
not entitled to receive such notices from the Company), to the Directors and to
the auditor.
(B) The accidental omission to give notice of a meeting or (in cases
where instruments of proxy are sent out with the notice) the accidental omission
to send such instrument of proxy to, or the non-receipt of such notice or (where
appropriate) instrument of proxy by, any member or Director or the auditor shall
not invalidate any Resolution passed or proceeding had at any such meeting.
21
WHAT NOTICE IS TO SPECIFY
60. (A) Every notice of meeting shall specify the place, the day and
the time of the meeting and, in the case of special business, the general nature
of such business. In the case of a meeting convened for passing a Special or
Extraordinary Resolution, the notice shall also specify the intention to propose
the Resolution as a Special or Extraordinary Resolution, as the case may be.
(B) In the case of an Annual General Meeting, the notice shall also
specify the meeting as such.
(C) Every notice of meeting shall also state with reasonable prominence
that a member entitled to attend and vote at the meeting may appoint one or more
proxies to attend and vote thereat instead of him and that a proxy need not also
be a member.
(D) Every notice of meeting shall also state the place where
instruments of proxy are to be deposited if the Directors shall have determined
such place to be other than at the Office.
POSTPONEMENT OF MEETINGS
61. If the board, in its absolute discretion, considers that it is
impractical or unreasonable for any reason to hold a General Meeting at the time
or place specified in the notice calling the General Meeting, it may postpone
the General Meeting to another time and place. When a meeting is so postponed,
notice of the time and place of the postponed meeting shall be placed in at
least two national newspapers in the United Kingdom. Notice of the business to
be transacted at such postponed meeting is not required.
PROCEEDINGS AT GENERAL MEETINGS
SPECIAL BUSINESS AND BUSINESS OF ANNUAL GENERAL MEETING
62. All business shall be deemed special that is transacted at an
Extraordinary General Meeting, and all business that is transacted at an Annual
General Meeting shall also be deemed special with the exception of:-
(i) declaring dividends;
(ii) the consideration of the documents required by the Statutes to
be comprised in the accounts to be laid before such Meeting;
(iii) the re-appointment of the retiring auditor provided that they
were last appointed to such office by the Company in General
Meeting;
(iv) the fixing of remuneration of the auditor;
(v) the voting of remuneration or extra remuneration to the
Directors; and
(vi) the appointment of Directors (other than Directors in respect
of whose appointment special notice is required by the
Statutes) in the
22
place of those retiring by rotation or otherwise.
QUORUM
63. No business shall be transacted at any General Meeting unless the
requisite quorum is present when the meeting proceeds to business. Save as
otherwise provided in these Articles, two members present in person or by proxy
and entitled to vote shall be a quorum for all purposes.
ADJOURNMENT IF QUORUM NOT PRESENT
64. If within fifteen minutes (or such longer time as the chairman
decides) from the time appointed for the holding of a General Meeting a quorum
is not present, the meeting, if convened on the requisition of members, shall be
dissolved. In any other case, it shall stand adjourned to the same day in the
next week (or if that day be a holiday, to the next working day thereafter), at
the same time and place as the original meeting, or to such other day, and at
such other time and place as the Directors may determine and the provisions of
Article 66 as to notices and as to business to be transacted shall apply. If at
such adjourned meeting a quorum is not present within fifteen minutes (or such
longer time as the chairman decides) from the time fixed for holding the
meeting, any one member who is present in person or by proxy shall be a quorum
and may transact the business for which the meeting was called.
CHAIRMAN
65. The Chairman or, if absent or unwilling, the Deputy-Chairman (if
any) of the board or (if more than one Deputy-Chairman be present and willing)
the Deputy-Chairman who has been longest in such office or, failing him, one of
the Directors appointed for that purpose by the Directors or, failing such
appointment, by the members present, shall preside at every General Meeting, but
if no Director shall be present within fifteen minutes after the time fixed for
holding the same or, if no one of the Directors present is willing to preside,
the members present and entitled to vote shall choose one of their number to
preside at the meeting.
ADJOURNMENT
66. With the consent of any meeting at which a quorum is present the
chairman thereof may (and shall if so directed by the meeting) adjourn the same
from time to time and from place to place or for an indefinite period. No
business shall be transacted at any adjourned meeting other than the business
which might have been transacted at the meeting from which the adjournment took
place.
ADJOURNMENT WITHOUT CONSENT
67. Without prejudice to any other power which he may have under the
provisions of the Articles or at common law, the chairman may, without the
consent of the meeting, interrupt or adjourn a meeting from time to time and
from place to place or for an indefinite period if he decides that it has become
necessary to do so in order to (i) secure the proper and orderly conduct of the
meeting, (ii) give all persons entitled to do so a reasonable opportunity of
speaking and voting at the meeting, or (iii) ensure that the business of the
meeting is properly disposed of.
RECONVENING AN ADJOURNED MEETING
68. (A) Whenever a meeting is adjourned for 28 days or more or for an
indefinite period pursuant to Article 66 or Article 67, at least seven clear
days'
23
notice specifying the place, date and time of the adjourned meeting and the
general nature of the business to be transacted shall be given to the members
(other than any who, under the provisions of the Articles or the terms of
allotment or issue of the shares, are not entitled to receive notice), the
Directors and the auditors. Except in these circumstances it is not necessary to
give notice of a meeting adjourned pursuant to Article 66 or Article 67 or of
the business to be transacted at the adjourned meeting.
(B) The board may determine that persons entitled to receive notice of
an adjourned meeting in accordance with this Article are those persons entered
on the Register at the close of business on a day determined by the board,
provided that, if the Company is a participating issuer, the day determined by
the board may not be more than 21 days before the day that the relevant notice
of meeting is being sent.
AMENDMENTS TO RESOLUTIONS
69. No amendment to a resolution duly proposed as a Special or
Extraordinary Resolution (other than an amendment to correct a patent error) may
be considered or voted on at a General Meeting. If an amendment proposed to a
resolution under consideration is ruled out of order by the chairman the
proceedings on the substantive resolution are not invalidated by an error in his
ruling.
VOTING AND DEMAND FOR POLL
70. (A) At every General Meeting a resolution put to the vote of the
meeting shall be decided on a show of hands, unless (before or upon the
declaration of the result of the show of hands) a poll be demanded by:
(i) the chairman of the meeting; or
(ii) at least three members present in person or by proxy having
the right to vote on such resolution; or
(iii) a member or members present in person or by proxy representing
not less than one-tenth of the total voting rights of all the
members having the right to vote on such resolution in respect
of which the poll is demanded; or
(iv) a member or members present in person or by proxy holding
shares conferring the right to vote on such resolution 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.
(B) No poll shall be demanded on the appointment of a chairman of the
meeting and a poll demanded on a question of adjournment shall be taken at the
meeting without adjournment.
(C) Unless a poll be so demanded (and the demand is not withdrawn), a
declaration by the chairman of the meeting that a resolution has been carried,
or has been carried by a particular majority, or lost, or not carried by a
particular
24
majority, shall be conclusive, and an entry to that effect in the books of
proceedings of the Company shall be conclusive evidence thereof, without proof
of the number or proportion of the votes recorded in favour of or against such
resolution.
HOW POLL TO BE TAKEN
71. (A) If a poll be demanded in the manner aforesaid (and the demand
is not withdrawn), it shall be taken at such time (either at the meeting at
which the poll is demanded or within fourteen days after the said meeting) and
place and in such manner as the chairman of the meeting shall direct, and the
result of the poll shall be deemed to be a resolution of the meeting at which
the poll was demanded.
(B) No notice need be given of a poll not taken immediately if the time
and place at which it is to be taken are announced at the meeting at which it is
demanded. In any other case at least seven clear days' notice shall be given
specifying the time and place at which the poll is to be taken.
WITHDRAWAL OF DEMAND FOR POLL
72. The demand for a poll may be withdrawn but only with the consent of
the chairman. A demand withdrawn in this way validates the result of any show of
hands declared before the demand is made. In the case of a poll demanded before
the declaration of the result of a show of hands, where the demand is duly
withdrawn, the meeting shall continue as if the demand had not been made.
CONTINUANCE OF BUSINESS AFTER DEMAND FOR POLL
73. The demand for a poll shall not prevent the continuance of a
meeting for the transaction of any business other than the question on which a
poll has been demanded.
CHAIRMAN'S CASTING VOTE
74. In the case of an equality of votes, either 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, as the case may be, shall be entitled to a
further or casting vote in addition to the vote or votes to which he may be
entitled as a member.
ACCOMMODATION OF MEMBERS AT MEETING
75. If it appears to the chairman of a meeting that the meeting place
specified in the notice convening the meeting is inadequate to accommodate all
members entitled and wishing to attend, the meeting shall nevertheless be duly
constituted and its proceedings valid provided that the chairman is satisfied
that adequate facilities are available to ensure that any member who is unable
to be accommodated is nonetheless able to participate in the business for which
the meeting has been convened and to hear and see all persons present who speak
(whether by the use of microphones, loud-speakers, audio-visual communications
equipment or otherwise), whether in the meeting place or elsewhere, and to be
heard and seen by all other persons so present in the same manner.
SECURITY AT MEETING
76. The board may make any arrangement and impose any restriction it
considers appropriate to ensure the security of a meeting including, without
limitation, the searching of a person attending the meeting and the restriction
of the items of personal property that may be taken into the meeting place. The
board
25
may authorise one or more persons, who shall include a Director or the Secretary
or the chairman of the meeting to (i) refuse entry to a meeting to a person who
refuses to comply with these arrangements or restrictions and (ii) eject from a
meeting any person who causes the proceedings to become disorderly.
VOTES OF MEMBERS
VOTING RIGHTS AND FAILURE TO DISCLOSE INTERESTS IN SHARES
77. (A) Subject to any special rights or restrictions as to voting for
the time being attached to any shares and to the provisions of these Articles,
on a show of hands every member who (being an individual) is present in person
or (being a corporation) is present by a representative not being himself a
member, shall have one vote and, on a poll, every member who (being an
individual) is present in person or by proxy or (being a corporation) is present
by a representative or by proxy, shall have one vote for every Ordinary Share of
which he is the holder, provided that no member shall be entitled (save as proxy
for another member) to be present or vote at any General Meeting, either
personally or by proxy, or to exercise any privilege conferred by membership in
relation to General Meetings, or be reckoned in a quorum if and to the extent so
disqualified by Article 30 or the following provisions of this Article 77.
(B) If a member, or any other person appearing to be interested in
shares held by that member, has been issued with a notice pursuant to Section
212 of the Companies Act 1985 and has failed in relation to any shares (the
"default shares", which expression includes any shares allotted or issued after
the date of the Section 212 notice in respect of those shares) to give the
Company the information thereby required within the prescribed period from the
date of the notice, the following sanctions shall apply, unless the Directors
otherwise determine:-
(i) the member shall not be entitled in respect of the default
shares to be present or to vote (either in person or by
representative or proxy) at any General Meeting or at any
separate meeting of the holders of any class of shares or on
any poll or to exercise any other right conferred by
membership in relation to any such meeting or poll; and
(ii) where the default shares represent at least 0.25 per cent. in
nominal value of the issued shares of their class:-
(a) any dividend or other money payable in respect of the
shares shall be withheld by the Company, which shall
not have any obligation to pay interest on it, and
the member shall not be entitled to elect, pursuant
to Article 143(B), to receive shares instead of that
dividend; and
(b) no transfer, other than an excepted transfer, of any
certificated default shares held by the member shall
be registered unless:
(1) the member is not himself in default as
regards supplying the information required;
and
(2) the member proves to the satisfaction of the
board that no person in default as regards
supplying such information is interested in
any of the shares the subject of the
transfer.
26
For the purpose of enforcing the sanction in paragraph (B)(ii)(b), the board
may give notice to the member requiring the member to change default shares
held in uncertificated form to certificated form by the time stated in the
notice. The notice may also state that the member may not change any default
shares held in certificated form to uncertificated form. If the member does
not comply with the notice, the board may authorise any person to change
default shares held in uncertificated form to certificated form in the name
and on behalf of the member.
(C) Where the sanctions under paragraph (B) of this Article apply in
relation to any shares, they shall cease to have effect seven days after the
earlier of:-
(i) receipt by the Company of notice that the shares have been
transferred by means of an excepted transfer but only in
relation to the shares so transferred; or
(ii) receipt by the Company of the information required by the
notice issued pursuant to Section 212 of the Companies Act
1985.
(D) Where, on the basis of information obtained from a member in
respect of any share held by him, the Company issues a notice pursuant to
Section 212 of the Companies Act 1985 to any other person, it shall at the
same time send a copy of the notice to the member, but the accidental
omission to do so, or the non-receipt by the member of the copy, shall not
invalidate or otherwise affect the application of paragraph (B) of this
Article.
(E) For the purposes of this Article:-
(i) a person, other than the member holding a share, shall be
treated as appearing to be interested in that share if the
member has informed the Company that the person is, or may
be, so interested, or if the Company (after taking account
of any information obtained from the member or, pursuant to
a notice under Section 212 of the Companies Act 1985, from
anyone else) knows or has reasonable cause to believe that
the person is, or may be, so interested;
(ii) "interested" shall be construed as it is for the purpose of
Section 212 of the Companies Act 1985;
(iii) reference to a person having failed to give the Company the
information required by a notice, or being in default as
regards supplying such information, includes (a) reference
to his having failed or refused to give all or any part of
it and (b) reference to his having given information which
he knows to be false in a material particular or having
recklessly given information which is false in a material
particular;
(iv) the "prescribed period" means:
(a) in a case where the default shares represent at
least 0.25 per cent. of their class, fourteen
days; and
27
(b) in any other case, twenty-eight days;
(v) an "excepted transfer" means, in relation to any shares
held by a member:
(a) a transfer pursuant to acceptance of a takeover
offer for the Company (within the meaning of
Section 428(1) of the Companies Act 1985); or
(b) a transfer in consequence of 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; or
(c) a transfer which is shown to the satisfaction of
the board to be made in consequence of a sale of
the whole of the beneficial interest in the shares
to a person who is unconnected with the member and
with any other person appearing to be interested
in the shares.
(F) The provisions of this Article are in addition and without
prejudice to the provisions of the Statutes.
HOW VOTES MAY BE GIVEN AND WHO CAN ACT AS PROXY
78. On a poll votes may be given either personally or by proxy and a
member entitled to more than one vote need not use all his votes or cast all the
votes he uses in the same way. A proxy need not be a member of the Company and a
member may appoint more than one proxy to attend on the same occasion.
REPRESENTATION OF CORPORATIONS WHICH ARE MEMBERS OF THE COMPANY AT MEETINGS
79. (A) Any corporation which is a member of the Company may, by
resolution of its directors or other governing body, authorise any person to act
as its representative at any meeting of the Company or of any class of members
of the Company; and such representative shall be entitled to exercise the same
powers on behalf of the corporation which he represents as that corporation
could exercise if it were an individual member present at the meeting in person,
including (without limitation) power to vote on a show of hands and to demand or
concur in demanding a poll.
(B) 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.
VOTING RIGHTS OF JOINT HOLDERS
80. Where there are joint registered holders of any share, any one of
such persons may vote at any meeting either personally or by proxy in respect of
such share as if he were solely entitled thereto, but so that, if more than one
of such joint holders shall tender a vote on the same resolution, whether
personally or by proxy, the vote of the senior who tenders a vote 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 such share.
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VOTING RIGHTS OF MEMBERS INCAPABLE OF MANAGING THEIR AFFAIRS
81. A member who is a patient for the purposes of any statute relating
to mental health or in respect of whom an order has been made by any Court
having jurisdiction for the protection of persons incapable of managing their
affairs, may vote, whether on a show of hands or on a poll, by his receiver,
curator bonis, or other person in the nature of a receiver or curator bonis
appointed by such Court, and any such receiver, curator bonis or other person
may, on a poll, vote by proxy, provided that such evidence as the Directors may
require of the authority of the person claiming to vote as aforesaid shall have
been produced at the Office or at such other place as the Directors may
determine at least forty-eight hours before the time fixed for holding the
meeting or adjourned meeting (as the case may be) at which such person proposes
to vote as aforesaid.
OBJECTIONS TO ADMISSIBILITY OF VOTES
82. No objection shall be raised as to the admissibility of any vote
except at the meeting or adjourned meeting or poll at which the vote objected to
is or may be given or tendered, and every vote not disallowed at such meeting or
poll shall be valid for all purposes. Any such objection made in due time shall
be referred to the chairman of the meeting, whose decision shall be final and
conclusive.
EXECUTION OF PROXIES
83. The instrument appointing a proxy shall be in writing signed by the
appointor, or his agent duly authorised in writing, or, if such appointor be a
corporation, shall either be executed under its common seal or be signed by some
agent or officer duly authorised in that behalf. The Directors may, but shall
not be bound to, require evidence of the authority of any such agent or officer.
The signature on such instrument need not be witnessed.
PROXY MAY DEMAND A POLL
84. An instrument appointing a proxy shall be deemed also to confer
authority to demand or concur in demanding a poll.
FORM OF PROXY
85. An instrument appointing a proxy shall be in any usual or common
form or any other form which the Directors shall from time to time approve or
accept.
DEPOSIT OF PROXIES
86. (A) An instrument of proxy, and (if required by the board) a power
of attorney or other authority under which it is executed or a copy of it
notarially certified or certified in some other way approved by the board, shall
be:
(i) deposited at the Office, or another place in the United
Kingdom specified in the notice convening the meeting or in an
instrument of proxy or other accompanying document sent by the
Company in relation to the meeting, not less than 48 hours
before the time for holding the meeting or adjourned meeting
or the taking of a poll at which the person named in the
instrument proposes to vote;
(ii) in the case of a meeting adjourned for less than 28 days but
more than 48 hours or in the case of a poll taken more than 48
hours after it is demanded, deposited as required by paragraph
(i) not less than
29
24 hours before the time appointed for the holding of the
adjourned meeting or the taking of the poll; or
(iii) in the case of a meeting adjourned for less than 48 hours or
in the case of a poll not taken immediately but taken not more
than 48 hours after it was demanded, delivered at the
adjourned meeting or at the meeting at which the poll was
demanded to the chairman or to the Secretary or to a Director.
(B) In the case of an instrument signed by an agent of a member who is
not a corporation, there shall also be deposited, in the manner set out in
paragraph (A) above, the authority under which such instrument is signed or an
office copy thereof or a copy thereof certified in accordance with Section 3 of
the Powers of Attorney Act 1971.
(C) In the case of an instrument signed by an officer or agent of a
corporation, there shall also be deposited, in the manner set out in paragraph
(A) above, only such authorities or other documents as shall be specified in the
notice of the relevant meeting or in the notes to any instruments of proxy
issued by the Company in connection with the relevant meeting.
(D) In the event of the documents required by the foregoing paragraphs
not being so deposited, the person named in the instrument of proxy shall not be
entitled to vote in respect thereof.
(E) No instrument of proxy shall be valid except for the meeting
mentioned therein and any adjournment thereof.
INTERVENING DEATH OF PRINCIPAL, ETC, NOT TO REVOKE PROXY
87. A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the principal,
or revocation of the proxy or the authority under which the same was executed or
(until entered in the Register) the transfer of the share in respect of which
the vote is given, unless notice in writing of the death, insanity, revocation
or transfer shall have been received at the Office (or such other place
specified for depositing the instrument of proxy) not later than the last time
at which an instrument of proxy should have been delivered in accordance with
Article 86 in order to be valid for use at the relevant meeting, adjourned
meeting or taking of a poll.
DIRECTORS
NUMBER OF DIRECTORS
88. The Directors shall not, unless otherwise determined by an Ordinary
Resolution of the Company, be less than 3 nor more than 15 in number.
DIRECTORS NEED NOT BE MEMBERS
89. A Director need not be a member of the Company but shall be
entitled to receive notice of and to attend and speak at all General Meetings of
the Company and of any class of members of the Company.
30
REMUNERATION OF DIRECTORS
90. (A) Unless otherwise decided by the Company by Ordinary
Resolution, the Company shall pay to the Directors (but not alternate
directors or any Directors who hold an executive office or employment under
the Company or a subsidiary of the Company) for their services as directors
such amount of aggregate fees as the board decides (not exceeding L300,000
per annum or such larger amount as the Company may by Ordinary Resolution
decide). The aggregate fees shall be divided among such Directors in such
proportions as the board decides or, if no decision is made, equally. A fee
payable to a Director pursuant to this Article is distinct from any salary,
remuneration or other amount payable to him pursuant to other provisions of
the Articles or otherwise and accrues from day to day.
(B) Subject to the Statutes and to the Articles and the requirements of
the London Stock Exchange Limited, the board may arrange for part of a fee
payable to a Director under this Article to be provided in the form of
fully-paid shares in the capital of the Company. The amount of the fee payable
in this way shall be at the discretion of the board and shall be applied in the
purchase or subscription of shares on behalf of the relevant Director. In the
case of a subscription of shares, the subscription price shall be deemed to be
the closing middle-market quotation for a fully-paid share of the Company of
that class as published in the Daily Official List of the London Stock Exchange
Limited on the day of subscription.
SPECIAL REMUNERATION
91. A Director who, at the request of the board, goes or resides
abroad, makes a special journey or performs a special service on behalf of the
Company may be paid such reasonable remuneration (whether by way of salary,
percentage of profits or otherwise and without prejudice to Article 108) and
expenses as the board may decide either in addition to or in substitution for
his usual remuneration (if any).
DIRECTORS' EXPENSES
92. A Director is entitled to be repaid all reasonable travelling,
hotel and other expenses properly incurred by him in the performance of his
duties as director including, without limitation, expenses incurred in attending
meetings of the board or of committees of the board or general meetings or
separate meetings of the holders of a class of shares or debentures.
APPOINTMENT AND REMOVAL OF DIRECTORS
APPOINTMENT OF NEW DIRECTORS BY THE COMPANY
93. (A) The Company may, from time to time, by Ordinary Resolution,
appoint any person or persons to hold office as Directors.
(B) No person, not being a Director retiring at an Annual General
Meeting pursuant to these Articles, shall, unless recommended by the Directors
for appointment, be eligible for appointment to the office of Director at any
General Meeting, unless not less than seven nor more than forty-two clear days
before the day appointed for the meeting there has been given to the Secretary
notice in writing by some member other than the person to be proposed (entitled
to attend and vote on such resolution) of his intention to propose a resolution
for the appointment of such person, and also notice in writing signed by the
person to be proposed of his willingness to be appointed.
31
SEPARATE RESOLUTIONS FOR APPOINTMENT OF EACH DIRECTOR
94. Every resolution of a General Meeting for the appointment of a
Director shall relate to one named person and a single resolution for the
appointment of two or more persons shall be void, unless a resolution that it
shall be so made has been first agreed to by the meeting without any vote being
against it.
THE DIRECTORS' POWER TO APPOINT ADDITIONAL DIRECTORS
95. The Directors may, at any time, and from time to time, appoint any
person to be a Director, either to fill a casual vacancy or by way of addition
to their number but so that the total number of Directors shall not exceed the
maximum number (if any) fixed by or in accordance with these Articles. Any
Director so appointed shall retire from office at (or at the end of) the next
following Annual General Meeting of the Company, but shall then be eligible for
re-appointment.
REMOVAL OF DIRECTORS
96. The Company may by Ordinary Resolution of which special notice has
been given in accordance with the Statutes, remove any Director before the
expiration of his period of office notwithstanding anything in these Articles or
in any agreement between him and the Company, and may, if thought fit, by such
an Ordinary Resolution, appoint another person in his stead and any person so
appointed shall, for the purpose of determining the time at which he or any
other Director is to retire by rotation, be deemed to have become a Director on
the date of the last appointment of the Director in whose place he is appointed.
Any such removal shall be without prejudice to any claim which such Director may
have for damages for breach of any agreement between him and the Company.
ROTATION OF DIRECTORS
RETIREMENT OF DIRECTORS
97. At each Annual General Meeting any Directors bound to retire under
Article 95 or otherwise (other than pursuant to this Article) and one-third of
the other Directors for the time being or, if their number is not a multiple of
three, then the number nearest to one-third shall retire from office provided
always that all Directors subject to the requirement to retire by rotation shall
retire no later than the conclusion of the third Annual General Meeting
following the date of their last appointment or reappointment, as the case may
be. A retiring Director shall retain office until the close of the meeting at
which he retires.
SELECTION OF DIRECTORS TO RETIRE
98. The Directors to retire at each Annual General Meeting pursuant to
Article 97 shall be, first, Directors who wish to retire and not offer
themselves for reappointment and second, Directors who have been longest in
office since their last appointment. As between Directors of equal seniority,
the Directors to retire shall, unless they shall otherwise agree among
themselves, be selected from among them by lot. A retiring Director shall be
eligible for re-appointment.
RETIRING DIRECTORS DEEMED TO BE RE-APPOINTED
99. If at any meeting at which an appointment of Directors ought to
take place the office vacated by any retiring Director is not filled up, such
retiring Director shall, if duly qualified and offering himself for
re-appointment, be deemed to have been re-appointed, unless at such meeting it
is expressly
32
resolved not to fill such vacated office, or unless a resolution for the
re-appoint-ment of such retiring Director shall have been put to the meeting and
lost.
DISQUALIFICATION OF DIRECTORS
VACATION OF OFFICE OF DIRECTORS
100. The office of a Director shall ipso facto be vacated:
(i) if he is prohibited by law from being a Director; or
(ii) if he becomes bankrupt or a receiving order is made against
him or he makes any arrangement or composition with his
creditors; or
(iii) if he becomes a patient for the purposes of any statute
relating to mental health; or
(iv) if he shall for more than six months have been absent
without leave of absence from the Directors from meetings
of the Directors held during that period, and the board
passes a resolution that he has by reason of such absence
vacated office; or
(v) if he serves on the Company notice in writing of his wish
to resign, in which event he shall ipso facto vacate office
on the service of such notice on the Company or such later
time as is specified in such notice; or
(vi) if he is removed by an Ordinary Resolution of the Company
in the manner provided in Article 96; or
(vii) if he is removed from office by notice in writing to such
effect served on him which has been signed by all his
co-Directors.
AGE LIMITS ON DIRECTORS
101. The provisions of Section 293 of the Companies Act 1985 shall
apply to the Company.
102. A resolution of the board declaring a Director to have vacated
office under the terms of Article 100 is conclusive as to the fact and grounds
of vacation stated in the resolution.
103. If the office of a Director is vacated for any reason, he shall
cease to be a member of any committee of the board.
ALTERNATE DIRECTORS
POWER TO APPOINT ALTERNATE DIRECTORS
104. (A) Each Director shall have the power to appoint any other
Director or, with the approval of a majority of the other Directors, any other
person to act as alternate Director, in his place, during his absence and at his
discretion to remove such alternate Director. No appointment of an alternate
director who is not already a Director is effective until his consent to act as
a director in the form prescribed by the Statutes has been received at the
Office or tabled at a meeting of the board.
33
(B) On such appointment being made the alternate Director shall (except
as regards the power to appoint an alternate) be subject in all respects to the
provisions, terms and conditions of these Articles existing with reference to
the other Directors of the Company, and each alternate Director, whilst acting
in the place of an absent Director, shall be entitled to exercise and discharge
all the powers and duties of the Director he represents, but shall look to such
Director solely for his remuneration as alternate Director.
(C) Any Director of the Company who is appointed an alternate Director
shall be entitled to vote at a meeting of the Directors or of any Committee of
the Directors on behalf of the Director so appointing him as distinct from the
vote to which he is entitled in his own capacity as a Director, and shall also
be considered as two Directors for the purpose of making a quorum of Directors
when such quorum shall exceed two.
(D) Any person appointed as an alternate Director shall vacate his
office as such alternate Director if and when the Director by whom he has been
appointed vacates his office as Director (otherwise than by retirement at a
General Meeting of the Company at which he is re-elected) or removes him by
notice in writing to the Company or upon the happening of any event which, if he
were a Director, would cause him to vacate such office.
(E) Every instrument appointing or removing an alternate Director shall
be in writing signed by the appointor and shall be effective upon delivery at
the Office or at a meeting of the Directors.
(F) A person acting as an alternate director is an officer of the
Company, is alone responsible to the Company for his acts and defaults, and is
not deemed to be the agent of his appointor.
REMUNERATION OF ALTERNATE DIRECTOR
105. An alternate director is not entitled to a fee from the Company
for his services as an alternate director. The fee payable to an alternate
director is payable out of the fee payable to his appointor and consists of such
portion (if any) of the fee as he agrees with his appointor. The Company shall,
however, repay to an alternate director expenses incurred by him in the
performance of his duties if the Company would have been required to repay the
expenses to him under Article 92 had he been a Director.
POWERS OF DIRECTORS
GENERAL POWERS OF DIRECTORS TO MANAGE COMPANY'S BUSINESS
106. (A) The business of the Company shall be managed by the Directors
who may exercise all the powers of the Company to the extent that the same are
not required by the Statutes, these Articles or any resolution of the Company,
to be exercised by the Company in General Meeting. Any exercise of such powers
by the Directors shall be in accordance with the provisions of the Statutes,
these Articles and any resolution of the Company. No resolution or alteration of
these
34
Articles shall invalidate any prior act of the Directors which would have been
valid if the same had not been passed or made.
(B) The general powers given by this Article shall not be limited or
restricted by any special authority or power given to the Directors by any other
Article or by any resolution of the Company in General Meeting.
POWER TO ACT NOTWITHSTANDING VACANCY
107. (A) The continuing Directors or the sole continuing Director at
any time may act notwithstanding any vacancy in their body, provided always that
if the Directors shall at any time be reduced in number to less than the minimum
number fixed by or in accordance with these Articles, it shall be lawful for
him, or them to act as Director(s) for the purpose of filling up vacancies in
their body or to take all necessary steps to call a General Meeting of the
Company, but not for any other purpose. If there shall be no Director able or
willing to act, then any two members may summon a General Meeting for the
purpose of appointing Directors.
(B) An additional Director appointed in this way holds office (subject
to the Articles) only until dissolution of the next Annual General Meeting after
his appointment unless he is reappointed during that meeting.
PENSIONS, ETC.
108. (A) The Directors may procure the establishment and maintenance of
or participate in, or contribute to any non-contributory or contributory pension
or superannuation fund, scheme or arrangement or life assurance scheme or
arrangement for the benefit of, and pay, provide for or procure the grant of
donations, gratuities, pensions, allowances, benefits or emoluments to, any
persons who are or shall have been at any time Directors of the Company or in
the employment or service of the Company or of any company which is or was a
subsidiary of or associated with the Company or of the predecessors in business
of the Company or any such subsidiary or associated company or the wives,
widows, families, relatives or dependants of any such persons.
(B) The Directors may also procure the establishment and subsidy of or
subscription to and support of any institutions, associations, clubs, funds or
trusts calculated to be for the benefit of any such persons as aforesaid or
other-wise to advance the interests and well-being of the Company or of any such
other company as aforesaid, or its members, and may make or procure payments for
or towards the insurance of any such persons as aforesaid and subscriptions or
guarantees for charitable or benevolent objects or for any exhibition or for any
public, general or useful object.
(C) Without prejudice to the generality of the foregoing paragraphs of
this Article, the Directors may exercise any of the powers conferred by the
Statutes to make provisions for the benefit of any such persons as aforesaid in
connection with the cessation or the transfer to any person of the whole or part
of the undertaking of the Company or any of its subsidiaries notwithstanding
that the exercise of any of such powers may not be in the best interests of the
Company.
35
(D) The Directors may procure any of the matters aforesaid to be done
by the Company either alone or in conjunction with any other company.
BORROWING POWERS
POWER TO BORROW MONEY
109. (A) Subject as hereinafter provided, the Directors may exercise
all the powers of the Company to borrow money, and to mortgage or charge the
whole or any part of its undertaking, property and assets (both present and
future) and uncalled capital and (subject, to the extent applicable, to the
Statutes) to issue debentures and other securities, whether outright or as
collateral security for any debt, liability or obligation of the Company or of
any third party.
(B) The Directors shall restrict the borrowings of the Company and
exercise all voting and other rights or powers of control exercisable by the
Company in relation to its subsidiary companies (if any) so as to secure (as
regards subsidiary companies so far as by such exercise they can secure) that
the aggregate of the amounts for the time being borrowed by the Company and/or
the amounts borrowed by any subsidiary or subsidiaries for the time being of the
Company and remaining outstanding at any one time (exclusive of moneys
outstanding in respect of borrowings by the Company from any such subsidiary or
by any such subsidiary from another such subsidiary or from the Company) shall
not without the previous sanction of an Ordinary Resolution of the Company
exceed an amount equal to three times the aggregate of:-
(i) the amount paid up or credited as paid up on the issued share
capital of the Company;
(ii) the amount standing to the credit of the consolidated capital
and revenue reserves (including share premium account); and
(iii) the amount standing to the credit of the consolidated profit
and loss account of the Company and its subsidiaries,
all as shown in the latest audited consolidated balance sheet but,
(a) adjusted as may be necessary in respect of share
capital of the Company issued or paid up since the
date of such balance sheet;
(b) adjusted as may be necessary and appropriate to take
account of any subsidiary not consolidated in such
accounts;
(c) excluding any sums set aside for taxation and
deducting any debit balance on the consolidated
profit and loss account; and
(d) adding back the amount of goodwill that would have
remained on the relevant balance sheet if all
goodwill arising on acquisitions after 30th
September, 1994 and which have been written-off
against reserves had been carried on the balance
sheet as an asset and amortised on a straight line
basis over forty years.
36
(C) No person dealing with the Company or any of its subsidiaries shall
by reason of the foregoing provision 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 limit hereby imposed had been or would thereby be exceeded.
DIRECTORS' INTERESTS, ETC.
POWER OF DIRECTORS TO HOLD OFFICES OF PROFIT AND TO CONTRACT WITH COMPANY
110. (A) A Director who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the Company shall declare the
nature of his interest at a meeting of the Directors in accordance with the
provisions of the Statutes applicable thereto.
(B) No Director or intending Director shall be disqualified by his
office from contracting with the Company, either with regard to his tenure of
any office or position in the management, administration or conduct of the
business of the Company or as vendor, purchaser or otherwise, nor shall any
contract or arrangement entered into by or on behalf of the Company in which any
Director is in any way interested, be liable to be avoided, nor shall any
Director so contracting or being so interested be liable to account to the
Company for any profit realised by any such contract or arrangement by reason of
such Director holding that office or of the fiduciary relationship thereby
established.
(C) 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 any
material interest (otherwise than by virtue of his interests in shares or
debentures or other securities of or otherwise in or through the Company) and if
he shall do so, his vote shall not be counted. A Director shall not be counted
in the quorum at a meeting in relation to any resolution on which he is debarred
from voting.
(D) A Director shall (in the absence of a material interest other than
is indicated below) be entitled to vote (and be counted in the quorum) in
respect of any resolution concerning any of the following matters, namely:-
(i) the giving of any security or indemnity to him in respect of
money lent or obligations incurred by him at the request of or
for the benefit of the Company or any of its subsidiaries;
(ii) the giving of any security or indemnity to a third party in
respect of a debt or obligation of the Company or any of its
subsidiaries for which he himself has assumed responsibility
in whole or in part under a guarantee or indemnity or by the
giving of security;
(iii) any proposal concerning an offer of shares or debentures or
other securities of or by the Company or any of its
subsidiaries for sub-
37
scription or purchase in which offer he is or is to be
interested as a participant in the underwriting or
sub-underwriting thereof;
(iv) any proposal concerning any other company (a "relevant
company") in which he is interested, directly or indirectly,
and whether as an officer or shareholder or otherwise
howsoever, provided that he is not directly or indirectly
interested in 1 per cent. or more of the issued shares of any
class of such company and is not interested in 1 per cent. or
more of the voting rights of such company and, for the
purposes of this paragraph:-
(a) a person shall be deemed to be directly interested in
the issued shares of any class of a company if he
holds (whether solely or jointly) or is beneficially
interested in such shares;
(b) a person shall be deemed to be indirectly interested
in the issued shares of any class of a company if
another company (an "intermediary company") in whose
equity share capital he is directly or indirectly
interested holds (whether solely or jointly) or is
beneficially interested in such shares;
(c) a person shall be deemed to be indirectly interested
in 1 per cent. or more of the issued shares of any
class of a relevant company if the percentage of the
issued shares of such class attributable to such
person through his percentage interest in the equity
share capital of each intermediary company through
which his interest in the relevant company is derived
represents 1 per cent. or more of the issued shares
of such class of the relevant company; and
(d) a person shall be deemed to be interested in 1 per
cent. or more of the voting rights available to
members of a relevant company if he can cause 1 per
cent. or more of such voting rights to be cast at his
direction; (any such interest being deemed for the
purpose of this Article to be a material interest in
all circumstances);
(v) any proposal concerning the adoption, modification or
operation of a superannuation fund, retirement, death or
disability benefits scheme, share option scheme or share
incentive scheme which relates both to directors and employees
and does not accord to any director as such any privilege or
advantage not generally accorded to the employees to which
such fund or scheme relates;
(vi) any contract, arrangement, transaction or proposal concerning
the purchase or maintenance of any insurance policy under
which he may benefit.
(E) Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more
38
Directors to offices or employment 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 (D) (iv) of this Article) shall be
entitled to vote (and be counted in the quorum) in respect of each resolution
except that concerning his own appointment.
(F) If any question shall arise at any meeting as to the materiality of
a Director's interest or as to the entitlement of any Director 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 conclusive except in a case
where the nature or extent of the interests of the Director concerned have not
been fairly disclosed.
(G) Any Director may act by himself or his firm in a professional
capacity for the Company, and he or his firm shall be entitled to remuneration
for professional services as if he were not a Director, provided that nothing
herein contained shall authorise a Director or his firm to act as auditor of the
Company.
(H) Any Director may continue to be or become a member or director of,
or hold any other office or place of profit under, any other company in which
the Company may be interested, and no such Director shall be accountable for any
dividend, remuneration, superannuation payment or other benefits received by him
as a member or director of, or holder of any other office or place of profit
under, any such other company. The Director may exercise the voting powers
conferred by the shares in any company held or owned by the Company or
exercisable by them as directors of such other company in such manner in all
respects as they think fit (including the exercise thereof in favour of any
resolution appointing themselves or any of them directors or officers of such
company, or voting or providing for the payment of remuneration, superannuation
payments or other benefits to the directors or officers of such company). Any
Director of the Company may, subject to paragraphs (A) and (D) of this Article,
vote in favour of the exercise of such voting rights in the manner aforesaid
(other than in respect of a resolution appointing himself director of such
company, or voting or providing for the payment to himself of remuneration,
superannuation payments or other benefits), notwithstanding that he may be, or
be about to be appointed a director of or holder of any other office or place of
profit under such other company and as such is, or may become, interested in the
exercise of such voting rights in the manner aforesaid.
(I) The Company may by Ordinary Resolution suspend or relax the
provisions of this Article to any extent or ratify any transaction not duly
authorised by reason of a contravention of this Article.
(J) For the purposes of this Article, the interest of a person who is
for the purposes of the Statutes connected with (within the meaning of Section
346 of
39
the Companies Act 1985) a Director is treated as the interest of the Director
and, in relation to an alternate director, the interest of his appointor is
treated as the interest of the alternate director in addition to an interest
which the alternate director otherwise has. This Article applies to an alternate
director as if he were a Director otherwise appointed.
PROCEEDINGS OF DIRECTORS
BOARD MEETINGS, QUORUM AND VOTING
111. The Directors may meet together for the despatch of business,
adjourn and otherwise regulate their meetings as they think fit, and determine
the quorum necessary for the transaction of business. Until otherwise determined
by the Directors two Directors shall be a quorum. Questions arising at any
meeting shall be decided by a majority of votes. In case of an equality of
votes, the chairman of a meeting shall have a second or casting vote.
NOTICES OF MEETINGS
112. The Chairman or the Deputy-Chairman (if any) may at any time, and,
on the request of any Director, the Secretary shall, summon a meeting of the
Directors, by notice served upon each of the Directors. Notice of a meeting of
the Directors shall be deemed to be duly given to a Director if it is given to
him personally or by word of mouth or sent in writing to him at his last known
address or other address given by him to the Company for this purpose.
DIRECTORS ABROAD
113. A Director who is absent or intending to be absent from the United
Kingdom shall not be entitled to notices of meetings of the Directors unless he
shall have given to the Company notice of an address within the United Kingdom
to which notice of such meetings should be sent. If no such address shall have
been given by such Director, the alternate Director (if any) in the United
Kingdom acting in his place shall be entitled to notices of such meetings.
CHAIRMAN OF DEPUTY-CHAIRMAN TO PRESIDE
114. The Chairman, or failing him any Deputy-Chairman (the senior in
office taking precedence, if more than one be present), shall, if present and
willing, preside at all meetings of the Directors, but if no such Chairman or
Deputy-Chairman be appointed, or if he be not present within five minutes after
the time fixed for holding the meeting or is unwilling to act as chairman of
such meeting, the Directors present shall choose one of their number to act as
chairman of such meeting, and the Director so chosen shall preside at such
meeting accordingly.
COMPETENCE OF BOARD MEETINGS
115. A meeting of the Directors at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and discretions for
the time being vested in or exercisable by the Directors generally.
POWER TO APPOINT COMMITTEES
116. The board may delegate any of its powers, authorities and
discretions (with power to sub-delegate) to a Committee consisting of one or
more persons (whether a member or members of the board or not) as it thinks fit.
A Committee may exercise its power to sub-delegate by sub-delegating to any
person or per-
40
sons (whether or not a member or members of the board or of the Committee). The
board may retain or exclude its right to exercise the delegated powers,
authorities or discretions collaterally with the Committee. The board may at any
time revoke the delegation or alter any terms and conditions thereof or
discharge the Committee in whole or in part. Where a provision of the Articles
refers to the exercise of a power, authority or discretion by the board or by
the Directors as a whole (including, without limitation, the power to pay fees,
remuneration, additional remuneration, expenses and pensions and other benefits
pursuant to the Articles) and that power, authority or discretion has been
delegated by the board to a Committee, the provision shall be construed as
permitting the exercise of the power, authority or discretion by the Committee.
CHAIRMAN OF COMMITTEE
117. A Committee may appoint a chairman of its meetings. If no such
chairman be appointed, or if at any meeting he be not present within five
minutes after the time fixed for holding the meeting or is unwilling to act as
chairman at such meeting, the members present shall choose one of their number
to be chairman of such meeting.
PROCEDURE AT COMMITTEE MEETINGS
118. Subject to Article 116, Committees may meet and adjourn as they
think proper. Questions arising at any meeting shall be determined by a majority
of votes of the members present and, in the case of an equality of votes, the
chairman of the meeting shall have a second or casting vote.
RESOLUTIONS IN WRITING
119. A resolution in writing signed or approved by letter, telegram or
telex by all the Directors entitled to notice of a meeting of the Directors or
by all the members of a Committee shall be as valid and effectual as if it had
been passed at a meeting of the Directors or, as the case may be, such Committee
duly called and constituted. Such resolution may be contained in one document or
in several documents in like form, each signed or approved by one or more of the
said Directors or the said members of the Committee concerned. The resolution in
writing need not be signed by an alternate director if it is signed by his
appointor and a resolution signed by an alternate director need not be signed by
his appointor.
PARTICIPATION BY TELEPHONE
120. Any Director or his alternate or any member of a Committee may
validly participate in a meeting of the Directors or a Committee through the
medium of conference telephone or similar form of communication equipment
provided that all persons participating in the meeting are able to hear and
speak to each other throughout such meeting. A person so participating shall be
deemed to be present in person at the meeting and shall accordingly be counted
in a quorum and be entitled to vote. Subject to the Statutes, all business
transacted in such manner by the Directors or a Committee shall for the purposes
of these Articles be deemed to be validly and effectively transacted at a
meeting of the Directors or a Committee notwithstanding that fewer than the
quorum for such meeting of the Directors or a Committee is physically present at
the same place. Such a meeting shall be deemed to take place where the largest
group of
41
those deemed present is assembled or, if there is no such group, where the
chairman of the meeting then is.
VALIDITY OF ACTS OF DIRECTORS IN SPITE OF FORMAL DEFECT
121. All acts bona fide done by any meeting of the Directors, or of a
Committee of Directors, or by any person acting as a Director, shall,
notwithstanding it be afterwards discovered that there was some defect in the
appointment of any such Director or person acting as aforesaid, or that they or
any of them 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 qualified
to be a Director and had continued to be a Director and had been entitled to
vote.
MINUTES
122. The Directors shall cause minutes to be made in books provided for
the purpose:
(i) of all appointments of officers made by the Directors;
(ii) of the names of all the Directors present at each meeting of
the Directors and of any Committee of Directors; and
(iii) of all resolutions and proceedings of all meetings of the
Company and of any class of members, and of the Directors and
of any Committee of Directors;
and any such minutes as aforesaid, if purporting to be signed by the chairman
of the meeting at which such appointments were made or such Directors were
present or such resolutions were passed or proceedings had (as the case may
be), or by the chairman of the next succeeding meeting of the Company or
Directors or Committee (as the case may be), shall be sufficient evidence
without any further proof of the facts therein stated.
CHAIRMAN, DEPUTY-CHAIRMAN,
MANAGING DIRECTORS, ETC.
APPOINTMENT
123. The Directors may from time to time appoint one or more of their
number to any office or employment under the Company (including but without
limitation, that of Chairman, Deputy-Chairman, Managing Director or Joint
Managing Director) for such period (subject to the Statutes) and on such terms
as they think fit, and may also continue any person appointed to be a Director
in any office or employment held by him before he was so appointed. The
Directors may also from time to time (without prejudice to any claim for damages
for breach of any agreement between him or them and the Company) remove him or
them from office and appoint another or others in his place or their places.
REMUNERATION OF DIRECTOR SO APPOINTED
124. The remuneration and other terms and conditions of appointment of
a Director appointed to any office or employment under the Company pursuant to
the last preceding Article shall from time to time (without prejudice to the
provisions of any agreement between him and the Company) be fixed by the
Directors, and may (without prejudice to the provisions of Article 108) be by
way
42
of fixed salary, or commission on the dividends or profits or turnover of the
Company, or of any other company in which the Company is interested, or other
participation in any such profits or otherwise or by any or all or partly by one
and partly by another or others of those modes.
TENURE OF OFFICE OF EXECUTIVE DIRECTORS
125. A Director appointed pursuant to Article 123 to any office under
the Company shall ipso facto and immediately cease to hold such office if he
shall cease to hold the office of Director from any cause, but he shall not
(unless any agreement between him and the Company shall otherwise provide) cease
to hold his office as a Director by reason only of his ceasing to hold such
office.
POWERS AND DUTIES OF DIRECTORS SO APPOINTED
126. The board may delegate to a Director appointed to any office or
employment pursuant to Article 123 any of its powers, authorities and
discretions as it thinks fit, and may confer such powers for such time, and to
be exercised for such objects and purposes, and upon such terms and conditions,
and with such restrictions, as they may consider expedient, and may confer such
powers collaterally with, or to the exclusion of, and in substitution for, all
or any of the powers of the Directors in that behalf, and may from time to time
revoke, withdraw, alter or vary all or any of such powers.
LOCAL MANAGEMENT
POWER TO APPOINT LOCAL MANAGERS
127. The Directors may, from time to time, provide for the management
and transaction of the affairs of the Company in or from any specified locality,
whether in the United Kingdom or elsewhere, in such manner as they think fit,
and the provisions contained in the three next following Articles shall be
without prejudice to the general powers conferred by this Article.
DELEGATION OF POWERS TO LOCAL BOARDS
128. The Directors may, from time to time and at any time, establish
any Local Board or agency for managing any of the affairs of the Company in any
such specified locality and may appoint any persons to be members of such Local
Board or agency or to be managers or agents, and may fix their remuneration, and
the Directors may from time to time, and at any time, delegate to any persons so
appointed any of the powers, authorities and discretions for the time being
vested in the Directors (other than their power to make calls, forfeit shares,
borrow money or issue shares or other securities), and may authorise the members
for the time being of any such Local Board or agency or any of them to fill up
any vacancies therein, and to act notwithstanding vacancies, and any such
appointment or delegation may be made on such terms and subject to such
conditions as the Directors think fit, and the Directors may at any time remove
any person so appointed, and may annul or vary any such delegation, but no
person dealing in good faith and without notice of any such annulment or
variation shall be affected thereby.
POWER TO APPOINT ATTORNEY
129. The Directors may, at any time, and from time to time, by power of
attorney under the Seal, appoint any person to be the attorney of the Company
43
for such purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Directors under these Articles)
and for such period and subject to such conditions as the Directors may from
time to time think fit, and such appointment may (if the Directors think fit) be
made in favour of the members or any of the members of any Local Board or agency
established as aforesaid, or in favour of any body corporate, or of the members,
directors, nominees or managers of any body corporate or unincorporate, or
otherwise in favour of any fluctuating body of persons, whether nominated
directly or indirectly by the Directors, and any such powers of attorney may
contain such powers for the protection or convenience of powers dealing with
such attorney as the Directors may think fit.
POWER TO SUB-DELEGATE
130. Any such delegate or attorney as aforesaid may be authorised by
the Directors to sub-delegate all or any of the powers, authorities or
discretions for the time being vested in him unless stated otherwise in the
power of attorney by which he is appointed.
SECRETARY
APPOINTMENT OF SECRETARY
131. The Secretary shall be appointed by the Directors for such term,
at such remuneration and upon such conditions as they may think fit; and any
Secretary so appointed may (without prejudice to any claim for damages for
breach of any contract between him and the Company) be removed by them.
DUAL CAPACITY
132. A provision of the Statutes or these Articles requiring or
authorising a thing to be done by or to a Director and the Secretary shall not
be satisfied by its being done by or to the same person acting both as Director
and as, or in place of, the Secretary.
ASSISTANT SECRETARY
133. The Directors may, at any time and from time to time, appoint any
person to be Assistant Secretary, at such remuneration and upon such conditions
as they may think fit and anything required or authorised to be done by or to
the Secretary may (subject to any provision to the contrary in his appointment)
be done by or to any Assistant Secretary so appointed; and any Assistant
Secretary may (without prejudice to any claim for damages for breach of any
contract between him and the Company) be removed by the Directors.
SEAL
SEAL
134. (A) The Directors shall provide for the safe custody of the Seal
and the Company may exercise the powers conferred by the Statutes with regard to
having an official seal for use in any territory outside the United Kingdom, and
such powers shall be vested in the Directors. Whenever in these Articles
reference is made to the Seal the reference shall, when and so far as may be
applicable, be deemed to include any such official seal as aforesaid.
44
(B) The Seal shall not be affixed to any instrument, except by the
general or special authority of a resolution of the Directors, or of a Committee
of the Directors authorised in that behalf, and (subject as otherwise provided
in this Article) every instrument to which the Seal shall be so affixed shall be
signed by a Director and countersigned by the Secretary or another Director or
some other person authorised by the Directors, and in favour of any purchaser or
person bona fide dealing with the Company, such signatures shall be conclusive
evidence of the fact that the Seal has been properly affixed.
(C) Every certificate of shares, debentures, debenture stock or
representing any other form of security of the Company (other than letters of
allotment, receipts for securities or certificates of deposit) shall be issued
under the Seal but need not be signed or, if signed, a signature may be applied
by mechanical or other means or may be printed. Each certificate to which the
Seal shall be affixed shall bear the autographic signatures of at least one
Director and the Secretary or other person acting in the place of the Secretary,
provided that the Directors may by resolution determine (either generally or in
any particular case or cases) that such signatures shall be dispensed with, or
shall be affixed by means of some method or system of mechanical signature.
(D) Any instrument signed by one Director and the Secretary or by any
two Directors and expressed to be executed by the Company shall have the same
effect as if executed under a seal and shall satisfy any requirement under
these Articles to execute a document or certificate under seal.
OVERSEAS BRANCH REGISTER
OVERSEAS BRANCH REGISTER
135. The Company may also exercise the powers conferred by the Statutes
with reference to the keeping of an overseas branch register and the Directors
may, from time to time and at any time, make such provisions and regulations
regarding the same as they may think fit.
DIVIDENDS
APPLICATION OF PROFITS IN PAYMENT OF DIVIDENDS
136. Subject to the provisions of these Articles and to any rights,
privileges or restrictions for the time being attached to any shares in the
capital of the Company having preferential or special rights in regard to
dividend, the profits of the Company which it shall from time to time be
determined to distribute by way of dividend shall be applied in payment of
dividends upon the shares of the Company in proportion to the amounts paid up
thereon respectively otherwise than in advance of calls: Provided that if any
share be issued upon terms providing that it shall rank for dividend as from or
after a particular date, or be entitled to dividends declared or paid after a
particular date, such share shall rank for or be entitled to dividend
accordingly.
45
DECLARATION OF DIVIDENDS
137. Subject to Article 136, the Company may, from time to time, by
Ordinary Resolution, declare a dividend to be paid to the members, according to
their rights and interests in the profits, and may fix the time for payment of
such dividend.
DIVIDEND TO BE PAYABLE ONLY OUT OF PROFITS
138. No dividend shall be payable except out of the profits of the
Company available for distribution in accordance with the provisions of the
Statutes.
NO LARGER DIVIDEND THAN RECOMMENDED BY DIRECTORS
139. No larger dividend shall be declared than is recommended by the
Directors, but the Company may by Ordinary Resolution declare a smaller
dividend.
FIXED AND INTERIM DIVIDENDS
140. (A) If and to the extent that the Directors think fit and the
position of the Company in their opinion justifies such payment, the Directors
may declare and pay dividends on shares carrying preferential rights to
dividends, half-yearly or otherwise on fixed dates or in such other manner as
may be in accordance with the rights attached thereto and may also from time to
time declare and pay interim dividends.
(B) Provided that the Directors act bona fide, they shall not incur any
responsibility to the holders of shares conferring a preference for any damage
that they may suffer by reason of the payment of a dividend on any shares not
ranking pari passu or in priority thereto in respect of dividends.
UNCLAIMED DIVIDENDS
141. (A) All unclaimed dividends may be invested or otherwise made use
of by the Directors as they shall think fit, until the same be claimed and so
that the Company shall not thereby be constituted as a trustee in respect
thereof and any dividend unclaimed after a period of twelve years from the date
the dividend was declared or became due for payment shall be forfeited and shall
revert to the Company.
(B) If, in respect of a dividend or other amount payable in respect of
a share, on any one occasion:
(i) a cheque, warrant or order is returned undelivered or left
uncashed, or
(ii) 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 transfer not accepted on two consecutive occasions, the Company may
exercise this power without making any such enquiries.
46
NO INTEREST PAYABLE ON DIVIDENDS, ETC.
142. No dividend or other moneys payable on or in respect of a share in
the capital of the Company shall bear interest against the Company unless
otherwise provided by the rights attached to the share.
POWER TO SATISFY DIVIDEND IN SPECIE, FRACTIONAL CERTIFICATES AND CASH
ADJUSTMENTS AND PAYMENT OF SCRIP DIVIDENDS
143. (A) Without prejudice to the provisions of Article 77 with the
sanction of an Ordinary Resolution of the Company and upon the recommendation of
the Directors any dividend may be paid and satisfied, either wholly or in part,
by the distribution of specific assets, and in particular of paid-up shares or
debentures of any other company, or partly in one way and partly in another or
others, and where any difficulty arises in regard to the distribution, the
Directors may settle the same as they think expedient, and in particular they
may issue fractional certificates, and may fix the value for distribution of
such specific assets or any part thereof, and 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 upon such trusts for the persons entitled to the dividend as may seem
expedient to the Directors.
(B) Without prejudice to the provisions of Article 77 the Directors
may, with the prior authority of an Ordinary Resolution of the Company, offer
holders of a particular class of shares the right to elect to receive further
shares of that class, credited as fully-paid, instead of cash in respect of all
or part of any dividend or dividends specified by the Ordinary Resolution,
subject to such exclusions, restrictions or other arrangements as the Directors
may in their absolute discretion deem necessary or desirable in relation to
compliance with legal or practical problems under the laws of any territory, or
the requirements of any recognised regulatory body or any stock exchange in any
territory.
(C) The following provisions shall apply where payment of a dividend is
satisfied in accordance with paragraph (B) of this Article:-
(i) the Ordinary Resolution may specify a particular dividend or
may relate to all or any dividends declared or paid within a
specified period, but such period may not end later than the
beginning of the fifth Annual General Meeting next following
the date of the meeting at which the Ordinary Resolution is
passed;
(ii) the basis of allotment shall be determined by the Directors so
that, as nearly as may be considered convenient without
involving any rounding up of fractions, the value (calculated
by reference to the average quotation) of the new ordinary
shares (including any fractional entitlement) to be allotted
instead of any amount of dividend (disregarding any associated
tax credit) shall equal such amount. A certificate and report
by the auditors as to the value of the new ordinary shares to
be allotted in respect of any dividend shall be conclusive of
that amount.
For such purpose the "average quotation" of an ordinary share
shall
47
be the average of the middle market quotations for a fully
paid ordinary share of the Company as derived from the Daily
Official List of the London Stock Exchange Limited on the
business day on which the ordinary shares are first quoted
"ex" the relevant dividend and the four subsequent business
days or shall be as determined by or in accordance with the
Ordinary Resolution;
(iii) the Directors may make such provisions as they consider
necessary or expedient in relation to any offer to be made
pursuant to this Article including but not limited to the
giving of notice to shareholders of the right of election
offered to them, the provision of forms of election (whether
in respect of a particular dividend or dividends generally)
and determination of the procedure for making and revoking
such elections and the place at which, and the latest time by
which, forms of election and any other relevant documents must
be lodged in order to be effective, and provision whereby, in
whole or in part, fractional entitlements are disregarded or
rounded up or down or the benefit of fractional entitlements
accrue to the Company (rather than to the members concerned);
(iv) the dividend (or that part of the dividend in respect of which
a right of election has been offered) shall not be declared or
payable on shares in respect of which an election has been
duly made (the "elected shares") and instead additional shares
of the relevant class shall be allotted to the holders of the
elected shares on the basis of allotment calculated as stated
in paragraph (ii) above. For such purpose, the Directors may
capitalise, out of any amount for the time being standing to
the credit of any reserve or fund (including any share premium
account or capital redemption reserve) or any of the profits
which could 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 shares to be
allotted on that basis and apply it in paying up in full the
appropriate number of unissued shares for allotment and
distribution to the holders of the elected shares on such
basis. A board resolution capitalising any part of the reserve
or profits hereinbefore mentioned shall have the same effect
as if such capitalisation had been declared by Ordinary
Resolution of the Company in accordance with Article 148 and
in relation to any such capitalisation the Directors may
exercise all the powers conferred on them by that Article
without need of such Ordinary Resolution;
(v) the additional shares so allotted shall be allotted as at the
record date for the dividend in respect of which the right of
election has been offered and shall rank pari passu in all
respects with each other and with the fully paid shares of
that class then in issue except that they
48
will not rank for any dividend or other distribution or other
entitlement which has been declared, made or paid by reference
to such record date.
DEDUCTION OF DEBTS DUE TO COMPANY
144. The Directors may deduct from any dividend or other moneys payable
in respect of any shares held by a member, either alone or jointly with any
other member, all such sums of money (if any) as may be presently due and
payable by him, either alone or jointly with any other person, to the Company in
relation to shares of the Company.
MONEYS PAYABLE
145. The Company may pay any dividend, interest or other amount payable
in respect of a share:
(i) in cash;
(ii) by cheque, warrant or money order made payable to or to the
order of the person entitled to the payment (and may, at the
Company's option, be crossed "account payee" where
appropriate);
(iii) by a bank or other funds transfer system to an account
designated in writing by the person entitled to the payment;
(iv) if the board so decides, by means of a relevant system in
respect of an uncertificated share, subject to any procedures
established by the board to enable a holder of uncertificated
shares to elect not to receive dividends by means of a
relevant system and to vary or revoke any such election; or
(v) by such other reasonable method as the person entitled to the
payment may in writing direct.
The Company may send a cheque, warrant or money order by post (i) in the case of
a sole holder, to his registered address, (ii) in the case of joint holders, to
the registered address of the person whose name stands first in the Register,
(iii) in the case of a person or persons entitled by transmission to a share, as
if it were a notice given in accordance with Articles 159 and 160, or (iv) in
any case, to a person and address that the person or persons entitled to the
payment may in writing direct.
Where a share is held jointly or two or more persons are jointly entitled by
transmission to a share, (i) the Company may pay any dividend, interest or other
amount payable in respect of that share to any one joint holder, or any one
person entitled by transmission to the share, and in either case that holder or
person may give an effective receipt for the payment, and (ii) for any of the
purposes of this Article 145, the Company may rely in relation to a share on the
written direction or designation of any one joint holder of the share, or any
one person entitled by transmission to the share.
49
Every cheque, warrant or money order sent by post is sent at the risk of the
person entitled to the payment. If payment is made by bank or other funds
transfer, by means of a relevant system 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 making that payment.
RESERVES
POWER TO PROVIDE FOR DEPRECIATION AND CARRY PROFITS TO RESERVE
146. The Directors may, before recommending any dividend, write off
such sums as they think proper for depreciation, and carry forward in the
revenue accounts any profits as they think should not be divided, and may also
set aside out of profits of the Company such sum or sums as they think proper as
a reserve or reserves, which shall at the discretion of the Directors be
applicable for meeting contingencies, for the gradual liquidation of any debt or
liability of the Company, or for repairing, maintaining or adding to the
property of the Company, or for such other purposes as the Directors shall, in
their absolute discretion, think fit, and pending any such application may, at
the discretion of the Directors, either be employed in the business of the
Company, or be invested in such investments (other than shares in the Company)
as the Directors may from time to time think fit.
RESERVES
147. The Directors may establish such reserve accounts and may divide
the Company's reserves into such special funds as they may think fit. The
Directors may also carry forward any profits which they may think prudent not to
divide without placing the same to reserves.
CAPITALISATION OF RESERVES, ETC
CAPITALISATION OF RESERVES
148. (A) The Company may at any time and from time to time, upon the
recommendation of the Directors, by Ordinary Resolution resolve that any sum not
required for the payment or provision of any fixed preferential dividend and for
the time being standing to the credit of any reserve accounts of the Company
(including Share Premium Account and Capital Redemption Reserve Fund) or to the
credit of profit and loss account (whether or not the same be available for
distribution) be capitalised, and that such sum be appropriated as capital to
and amongst the Ordinary Shareholders in proportion to the number of Ordinary
Shares (whether or not fully paid) held by them respectively, and that the
Directors shall in accordance with such Resolution apply such sum in paying up
in full or in part any unissued shares or debentures of the Company on behalf of
such Ordinary Shareholders, and appropriate such shares or debentures to and
distribute the same credited as fully or partly paid up amongst such Ordinary
Shareholders in the proportions aforesaid in satisfaction of their shares and
interests in the said capitalised sum, or shall apply such sum or any part
thereof on behalf of such Ordinary Shareholders in paying up the whole or part
of any amounts which shall for the time being be unpaid in respect of any issued
shares in the Company held by them respectively, or otherwise deal with such sum
as directed by such Resolution, provided that:-
50
(i) the Share Premium Account and Capital Redemption Reserve Fund
may only be applied in paying up unissued shares to be
allotted as fully paid up; and
(ii) any sum not available for distribution in accordance with the
Statutes may only be applied in paying up in full or in part
unissued shares to be allotted as fully or partly paid up.
(B) Where any difficulty arises in respect of any such distribution,
the Directors may settle the same as they think expedient, and in particular
they may make such provisions as they think proper in the case of shares or
debentures becoming distributable in fractions (including, but without
limitation, provisions for the issue of fractional certificates, for the sale
and distribution of the proceeds of sale of shares or debentures representing
such fractions, and provisions whereby the benefit of fractional entitlements
accrue to the Company rather than the members concerned) and further the
Directors may fix the value for distribution of any fully paid-up shares or
debentures, make cash payment to any shareholders on the footing of the value so
fixed in order to adjust rights, and vest any shares or debentures in trustees
upon such trusts for the persons entitled to share in the distribution as may
seem just and expedient to the Directors. When deemed requisite, a proper
contract for the allotment and acceptance of any shares or debentures to be
distributed as aforesaid shall be executed and (if necessary) filed with the
Registrar of Companies, and the Directors may appoint any person to sign such
contract on behalf of the persons entitled to share in the distribution, and
such appointment shall be effective, and the contract may provide for the
acceptance by such persons of the shares or debentures to be allotted to them
respectively in satisfaction of their claims in respect of the sum so
distributed, and any such contract shall be effective and binding on all such
persons.
ACCOUNTS
DIRECTORS TO KEEP PROPER ACCOUNTING RECORDS
149. The Directors shall cause accounting records of the Company to be
kept and the provisions of the Statutes in this regard shall be complied with.
WHERE ACCOUNTING RECORDS TO BE KEPT
150. The accounting records shall be kept at the Office, or at such
other place in Great Britain as the Directors shall think fit, and shall always
be open to the inspection of the Directors.
INSPECTION OF RECORDS
151. The Directors shall, from time to time, determine whether in any
particular case, or class of cases, or generally, and at what times, and places,
and under what conditions or regulations, the accounting records of the Company,
or any of them, shall be open to the inspection of the members, and no member,
not being a Director, shall have any right of inspecting any account, book or
document of the Company, except as conferred by law or authorised by the
Directors or by any Ordinary Resolution of the Company, nor shall any such
member be
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entitled to require or receive any information concerning the business, trading
or customers of the Company, or any trade secret of or secret process used by
the Company.
BALANCE SHEET PROFIT AND LOSS ACCOUNTS AND SUMMARY FINANCIAL STATEMENTS
152. (A) The Directors shall, from time to time, in accordance with the
Statutes, cause to be prepared and to be laid before the Annual General Meeting
of the Company such profit and loss accounts, balance sheets, group accounts (if
any), reports of the Directors and of the auditor and other documents (if any)
as are required by the Statutes. Each balance sheet shall be signed on behalf of
the Directors by two of their number.
(B) A copy of the said balance sheet, accounts, reports and other
documents (if any) shall, twenty-one clear days at least before the meeting, be
delivered or sent by post to the registered address of every member and
debenture holder of the Company, or in the case of a joint holding to that
member or debenture holder (as the case may be) whose name stands first in the
appropriate register in respect of the joint holding, provided that the
requirements of this Article in relation to the documents to be sent shall be
deemed to be satisfied by sending to any member or holder of debentures or
debenture or loan stock or other securities of the Company, where permitted by
the Statutes and in lieu of the said copies, a summary financial statement
derived from the Company's annual accounts and the Directors' report in the form
and containing the information prescribed by the Statutes and whenever any of
the shares, debentures or other securities of the Company are listed on any
recognised stock exchange in the United Kingdom there shall be forwarded to the
appropriate officer of such stock exchange such number of copies of each of the
said documents as may for the time being be required under its regulations. The
auditor's report shall be read at the meeting. No accidental non-compliance with
the provisions of this Article shall invalidate the proceedings at the meeting.
AUDIT
PROVISIONS OF STATUTES REGARDING AUDITOR
153. The provisions of the Statutes as to the appointment, powers,
rights, remuneration and duties of the auditor shall be complied with.
NOTICES
SERVICE OF NOTICES
154. A notice or other document may be served by the Company upon any
member either personally or by sending it through the post in a prepaid letter,
envelope or wrapper addressed to such member at his address as appearing in the
Register.
MEMBERS ABROAD NOT ENTITLED TO NOTICES UNLESS THEY GIVE ADDRESSES WITHIN THE
U.K.
155. Any member described in the Register by an address not within the
United Kingdom, who shall from time to time give the Company an address within
the United Kingdom at which notices may be served upon him, shall be entitled to
have notices served upon him at such address, but, save as aforesaid, no
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member, other than a member described in the Register by an address within the
United Kingdom, shall be entitled to receive any notice from the Company.
NOTICE TO JOINT HOLDERS
156. All notices directed to be given to the members shall, with
respect to any share to which persons are jointly entitled, be given to
whichever of such persons is named first in the Register in respect of such
share, and notice so given shall be sufficient notice to all the holders of such
share.
PROOF OF SERVICE
157. (A) A notice or other document addressed to a member at his
registered address or address for service in the United Kingdom is, if sent by
post, deemed to be given within 24 hours if pre-paid as first class post and
within 48 hours if pre-paid as second class post after it has been posted, and
in proving service it is sufficient to prove that the envelope containing the
notice or document was properly addressed, pre-paid and posted.
(B) 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 or otherwise to give notice,
a General Meeting may be convened by or the notice given by way of a notice
advertised on the same date in at least two leading national daily newspapers
(one of which shall be in general circulation in London) and such notice shall
be deemed to have been duly served on all members and other persons 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
forty-eight hours prior to the time of the meeting, or such other time as the
notice may require the posting of notices to addresses throughout the United
Kingdom again becomes practicable.
MEMBERS PRESENT AT MEETING DEEMED TO HAVE RECEIVED DUE NOTICE
158. Any member present, either personally or by proxy, at any meeting
of the Company or class of members of the Company shall for all purposes be
deemed to have received due notice of such meeting and, where requisite, of the
purposes for which such meeting was convened.
SUCCESSORS IN TITLE TO BE BOUND BY NOTICES TO PREDECESSORS
159. Every person who, by operation of law, transfer or any other means
whatsoever, shall become entitled to any shares shall be bound by every notice
in respect of such shares which are (prior to his name and address being entered
in the Register) duly given to the person from whom he derives his title to such
shares.
SERVICE OF NOTICE TO BE SUFFICIENT NOTWITHSTANDING DEATH OF MEMBER SERVED
160. Any notice or document served upon or sent to, or left at the
registered address of, any member in pursuance of these Articles, shall,
notwithstanding that such member be then deceased or bankrupt and whether or not
the Company has notice of his death or bankruptcy, be deemed to have been duly
served in respect of any share held by such member, whether held solely or
jointly with other persons, until some other person be registered instead of him
as the holder or joint holder of such share, and such service shall, for all
purposes of
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these Articles, be deemed a sufficient service of such notice or document on his
executors, administrators or assigns, and all persons (if any) jointly
interested with him in such share.
SIGNATURE ON NOTICES
161. The signature on any notice to be given by the Company may be
written or printed.
WINDING UP
RULE FOR DIVISION OF ASSETS IN LIQUIDATION
162. If the Company shall be wound up, the surplus assets remaining
after payment of all creditors shall be divided among the members in proportion
to the capital which at the commencement of the winding up is paid up, or ought
to have been paid up, on the shares held by them respectively and, if such
surplus assets shall be insufficient to repay the whole of the paid-up capital,
they shall be distributed so that, as nearly as may be, the losses shall be
borne by the members in proportion to the capital paid up, or which ought to
have been paid up, at the commencement of the winding up on the shares held by
them respectively. But this Article is to be subject to the rights attached to
any shares which may be issued on special terms or conditions.
POWERS TO DISTRIBUTE IN SPECIE
163. If the Company shall be wound up the liquidator (whether voluntary
or official) may, with the sanction of an Extraordinary Resolution, divide among
the members in specie any part of the assets of the Company, or vest any part of
the assets of the Company in trustees upon such trusts for the benefit of the
members or any of them as the Resolution shall provide. Any such Resolution may
provide for and sanction a distribution of any specific assets amongst different
classes of members otherwise than in accordance with their existing rights, but
each member shall in that event have a right of dissent and other ancillary
rights in the same manner as if such Resolution were a Special Resolution passed
pursuant to Section 110 of the Insolvency Act 1986.
MEMBERS ABROAD TO GIVE ADDRESS FOR SERVICE
164. In the event of a winding up of the Company every member of the
Company who is not for the time being in the United Kingdom shall be bound,
within fourteen days after the passing of an effective Resolution to wind up the
Company voluntarily, or within the like period after the making of an order for
the winding up of the Company, to serve notice in writing on the Company
appointing some person resident in London upon whom all summonses, notices,
processes, orders and judgements in relation to or under the winding up of the
Company may be served, and in default of such nomination the liquidator of the
Company shall be at liberty on behalf of such member to appoint some such
person, and service upon any such appointee shall be deemed to be a good
personal service on such member for all purposes, and where the liquidator makes
any such appointment he shall, with all convenient speed, give notice thereof to
such member by advertisement in The Times or any other leading London daily
newspaper, or by a letter sent by registered or recorded delivery post and
addressed to such member at his address as appearing in the Register,
54
and such notice shall be deemed to be served on the day following that on which
the advertisement appears or the letter is posted.
INDEMNITY
INDEMNITY AND INSURANCE OF DIRECTORS AND SECRETARY
165. (A) Subject to the Statutes, but without prejudice to an indemnity
to which he may otherwise be entitled, every person who is or was a Director,
alternate director or Secretary of the Company shall be indemnified out of the
assets of the Company against all costs, charges, losses and liabilities
incurred by him in the proper execution of his duties or the proper exercise of
his powers, authorities and discretions including, without limitation, a
liability incurred:
(i) defending proceedings (whether civil or criminal) in which
judgment is given in his favour or in which he is acquitted,
or which are otherwise disposed of without a finding or
admission of material breach of duty on his part; or
(ii) in connection with any application in which relief is granted
to him by the court from liability for negligence, default,
breach of duty or breach of trust in relation to the affairs
of the Company.
(B) Subject to the Statutes, the board may exercise all the powers of
the Company to purchase and maintain insurance for the benefit of a person who
is or was:
(i) a Director, alternate director or Secretary of the Company or
of a company which is or was a subsidiary undertaking of the
Company or in which the Company has or had an interest
(whether direct or indirect); or
(ii) trustee of a retirement benefits scheme or other trust in
which a person referred to in Article 165(A)(i) is or has been
interested,
indemnifying him against liability for negligence, default, breach of duty or
breach of trust or any other liability which may lawfully be insured against by
the Company.