The Companies Acts 1985 to 1989
Articles of Association of
AMVESCAP PLC
Public Company Limited by Shares
(Incorporated on 19 December 1935)
CONTENTS
CLAUSE PAGE
PRELIMINARY....................................................................1
1. Table A...................................................................1
2. Interpretation............................................................1
3. Statutes..................................................................4
4. Office....................................................................4
SHARE CAPITAL..................................................................4
5. Authorised share capital..................................................4
6. Special Voting Share......................................................4
7. Rights attaching to shares................................................6
8. Redemption and purchase of shares.........................................6
9. Purchase of shares........................................................6
10. Treasury shares.........................................................6
MODIFICATION OF RIGHTS.........................................................6
11. Modification of class rights............................................6
12. Issues of further shares................................................7
SHARES.........................................................................7
13. Payment of commission and brokerage.....................................7
14. Unissued shares.........................................................7
15. Recognition of trusts...................................................7
SHARE CERTIFICATES.............................................................7
16. Uncertificated shares...................................................8
17. Share certificates and right to share certificates......................8
18. Share certificates of joint holders.....................................9
19. Replacement of share certificates.......................................9
20. Payment for share certificates..........................................9
21. Registration of holders.................................................9
LIEN...........................................................................9
22. Lien on partly paid shares..............................................9
23. Enforcement of lien by sale............................................10
24. Application of sale proceeds...........................................10
TRANSFER OF SHARES............................................................10
25. Transfers of uncertificated shares.....................................10
26. Form of transfer.......................................................10
27. Right to decline registration..........................................10
28. Further rights to decline registration.................................11
29. Notice of refusal to register..........................................11
30. No fee for registration................................................11
31. Suspension of registration.............................................11
32. Destruction of documents...............................................11
33. Renunciation of allotment..............................................12
TRANSMISSION OF SHARES........................................................13
34. Transmission on death..................................................13
35. Person entitled by transmission........................................13
36. Restrictions on election...............................................13
37. Rights of persons entitled by transmission.............................13
CALLS ON SHARES...............................................................14
38. Calls..................................................................14
39. Timing and payment of calls............................................14
40. Liability of joint holders.............................................14
41. Interest due on non-payment of calls...................................14
42. Deemed calls...........................................................14
43. Power to differentiate between holders.................................14
44. Payment of calls in advance............................................15
FORFEITURE OF SHARES..........................................................15
45. Notice if call or instalment not paid..................................15
46. Form of notice.........................................................15
47. Forfeiture for non-compliance..........................................15
48. Notice after forfeiture................................................15
49. Disposal of forfeited shares...........................................15
50. Continuing liability...................................................16
51. Statutory declaration..................................................16
STOCK.........................................................................16
52. Conversion of stock and shares.........................................16
53. Transfer of stock......................................................16
54. Stockholders' rights...................................................17
55. Application of Articles to stock.......................................17
INCREASE OF CAPITAL...........................................................17
56. Increase of share capital..............................................17
57. Application of Articles to new shares..................................17
ALTERATIONS OF CAPITAL........................................................17
58. Consolidation, sub-division and cancellation...........................17
59. Reduction of share capital.............................................18
60. Fractions of shares....................................................18
UNTRACED SHAREHOLDERS.........................................................18
61. Power to sell shares...................................................18
62. Authority to effect sale...............................................19
63. Authority to cease sending cheques.....................................19
GENERAL MEETING...............................................................20
64. Annual general meeting.................................................20
65. Extraordinary general meetings.........................................20
66. Convening of extraordinary general meetings............................20
NOTICE OF GENERAL MEETINGS....................................................20
67. Length and form of notice..............................................20
68. Short notice...........................................................20
69. Right to attend and vote...............................................21
70. Omission or non-receipt of notice or proxy.............................21
71. Postponement of general meetings.......................................21
PROCEEDINGS AT GENERAL MEETINGS...............................................21
72. Quorum and procedure if quorum not present.............................21
73. Arrangements for simultaneous attendance, security and orderly conduct.21
74. Chairman of general meetings...........................................23
75. Adjournments...........................................................23
76. Method for voting and demand for a poll; casting vote..................23
VOTES OF MEMBERS..............................................................24
77. Votes of members and joint holders.....................................24
78. Suspension of rights for non-payment of calls and non-disclosure of
interests..........................................................24
79. Joint holders..........................................................26
80. Corporate representatives..............................................27
81. Mental disorder........................................................27
82. Objections to and errors in voting.....................................27
83. Voting on a poll.......................................................27
84. Execution of proxies...................................................27
85. Appointment of proxies.................................................27
86. Rights of proxies......................................................28
87. Delivery of proxies....................................................28
88. Two or more appointments of proxy......................................28
89. Validity of proxies....................................................28
90. Cancellation of proxy's authority......................................29
91. Written resolutions....................................................29
DIRECTORS.....................................................................29
92. Number of Directors....................................................29
93. Alternate Directors....................................................29
94. Directors' fees and expenses...........................................30
95. Additional remuneration................................................30
96. Other interest of Directors............................................30
97. Directors' shareholding qualification..................................33
DISQUALIFICATION OF DIRECTORS.................................................33
98. Vacation of a Director's office........................................33
POWERS AND DUTIES OF DIRECTORS................................................34
99. Powers of the Company vested in the Directors..........................34
100. Local boards...........................................................34
101. Attorneys..............................................................34
102. Official Seal..........................................................35
103. Overseas branch register...............................................35
104. Signing of cheques etc.................................................35
105. Minutes................................................................35
BORROWING POWERS..............................................................35
106. Directors' borrowing powers and restrictions on borrowing..............35
PROCEEDINGS OF THE BOARD......................................................38
107. Board meetings and participation.......................................38
108. Quorum at Board meetings...............................................38
109. Notice of Board meetings...............................................38
110. Directors below minimum................................................39
111. Appointment of Chairman and deputy-Chairman of meetings................39
112. Board meetings.........................................................39
113. Delegation of Board's powers to committees.............................39
114. Written resolution of Directors........................................40
115. Validity of Directors' acts............................................40
ROTATION OF BOARD.............................................................40
116. Retirement from the Board..............................................40
117. Election to the Board..................................................40
118. Appointment of Directors by separate resolution........................40
119. Persons eligible for appointment.......................................40
120. Automatic re-election..................................................41
121. Increase and reduction in number of Directors..........................41
122. Casual vacancies and additional powers of Directors - powers of the
Company............................................................41
123. Casual vacancies and additional Directors - powers of Directors........41
124. Power of removal by ordinary resolution................................41
125. Appointment of replacement Director....................................42
MANAGING AND EXECUTIVE DIRECTORS..............................................42
126. Appointment of executive Directors.....................................42
127. Powers of Executive Directors..........................................42
SECRETARY.....................................................................42
128. Appointment and removal of the Secretary...............................42
129. Assistant or Deputy Secretary..........................................43
130. Capacity...............................................................43
PENSIONS AND ALLOWANCES.......................................................43
131. Power to award pensions, annuities, etc................................43
132. Power to purchase and maintain insurance...............................43
THE SEAL......................................................................44
133. Use of seal............................................................44
DIVIDENDS.....................................................................44
134. Declarations of dividends by Company...................................44
135. Calculation of dividends...............................................45
136. Payment of interim and fixed dividends by the Board....................45
137. Deductions of amounts due on shares and waiver of dividends............45
138. Interest...............................................................45
139. Forfeiture of dividends................................................45
140. Payment procedure......................................................45
141. Dividends other than in cash...........................................46
142. Establishment of reserve...............................................46
143. Waiver of dividend.....................................................46
CAPITALISATION OF PROFITS.....................................................47
144. Power to capitalise....................................................47
145. Authority required.....................................................47
146. Provision for fractions etc............................................48
ACCOUNTS......................................................................48
147. Accounting records to be kept..........................................48
148. Location of accounting records.........................................48
149. Power to extend inspection to Members..................................48
150. Inspection of accounting records.......................................48
AUDIT.........................................................................49
151. Appointment of Auditors................................................49
NOTICES.......................................................................49
152. Service of notice......................................................49
153. Members resident abroad................................................49
154. Curtailment of postal service..........................................49
155. Notice deemed served...................................................50
156. Service of notice on persons entitled by transmission..................50
157. Persons entitled to receive notice.....................................50
ELECTRONIC COMMUNICATION......................................................50
158. Electronic Communication...............................................50
159. Signature of documents.................................................51
WINDING-UP....................................................................52
160. Distribution of assets.................................................52
INDEMNITY.....................................................................52
161. Indemnity of Auditors..................................................52
162. Indemnity of Directors.................................................52
Company No. 308372
THE COMPANIES ACT 1985 to 1989
---------------------------
COMPANY LIMITED BY SHARES
---------------------------
ARTICLES OF ASSOCIATION
- of -
AMVESCAP PLC
(Adopted by Special Resolution passed on
28 April 2005)
---------------------------
PRELIMINARY
1. Table A
The regulations in Table A in the Schedule to the Companies (Tables A to F)
Regulations 1985 and in any Table A applicable to the Company under any
former enactment relating to companies shall not apply to the Company
except in so far as they are repeated or contained in these Articles.
2. Interpretation
In these Articles, if not inconsistent with the subject or context:
the words standing in the first column of the following table shall bear
the meaning set opposite to them respectively in the second column thereof.
WORD MEANINGS
"Act" Means the Companies Act 1985 (as amended
by the Companies Act 1989);
"address" Shall, in any case where Electronic
Communication is expressly permitted
pursuant to these Articles, include any
number or address used for the purpose
of such Electronic Communication
(including, in the case of any
uncertificated proxy instruction
permitted under Article 87, an
identification number of a participant
in the relevant system) but, in any
other case, shall not include any number
or address used for such purpose;
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"Articles" Means these Articles of Association as
now framed or as from time to time
altered by special resolution;
"Auditors" Means the auditors for the time being of
the Company;
"Board" Means the Board of Directors of the
Company or the Directors present at a
duly convened meeting of Directors (or
duly authorised committee thereof) at
which a quorum is present;
"clear days' notice" Means that the notice
shall be exclusive of the day on which
it is served or deemed to be served and
of the day for which it is given or on
which it is to take effect;
"communication" Shall, where the context so admits, have
the same meaning as in the Electronic
Communications Act 2000;
"Debentures" Means the 6 per cent. equity
subordinated debentures of C$1000
principal amount each issued by
Exchangeco and convertible into
Exchangeable Shares;
"Directors" Means the directors for the time being
of the Company, or, as the case may be,
the board of directors for the time
being of the Company or the persons
present at a duly convened meeting of
the board of directors or any duly
authorised committee thereof at which a
quorum is present;
"Electronic Communication" Means the same as in the Electronic
Communications Act 2000;
"Exchangeco" Means AMVESCAP Inc. a corporation
incorporated under the laws of the
province of Nova Scotia in Canada and an
indirect wholly owned subsidiary of the
Company;
"Exchangeable Shares" Means shares issued or to be
issued from time to time by Exchangeco
which are exchangeable on a one for one
basis into Ordinary Shares of the
Company;
"in writing" Means written or produced by any
substitute for writing, or partly
written and partly so produced including
(without prejudice) printing,
lithography, typewriting, photography,
Electronic Communication, and other
modes of representing or reproducing
words in visible form;
"London Stock Exchange" Means London Stock Exchange plc;
"Member" Means a member of the Company;
"month" Means calendar month;
2
"Office" Means the registered office for the time
being of the Company;
"paid up" Means paid up or credited as paid up;
"Prescribed Rate" Means an annual rate of interest equal
to two per cent. above the Base Lending
Rate (or any equivalent thereof or
successor thereto) published from time
to time by a clearing bank in London
selected by the Board from time to time
being the Base Lending Rate in effect at
the close of business in London on the
date immediately preceding the day on
which such rate falls to be determined;
"Register" Means the Register of Members of the
Company;
"Regulations" Means the Uncertificated Securities
Regulations 2001;
"relevant system" Means the computer-based system
and procedures which enable title to
shares to be evidenced and transferred
without a written instrument and which
facilitate supplementary and incidental
matters in accordance with the
Regulations;
"Seal" Means the Common Seal of the Company;
"the Statutes" Means every United Kingdom statute
(including any orders, regulations or
other subordinate legislation made
under it) from time to time in force
concerning companies insofar as it
applies to the Company;
"United Kingdom" Means Great Britain and Northern
Ireland;
Words importing the singular number only shall include the plural number
and vice versa;
Words importing the masculine gender only shall include the feminine
gender;
Words importing persons shall include corporations;
The expressions "debenture" and "debenture holder" shall include debenture
stock and debenture stockholder;
The expression "the Secretary" shall include a temporary or assistant
Secretary and any person appointed by the Board to perform any of the
duties of the Secretary;
The expression "dividend" shall include bonus;
Reference to any provision of any Statute shall extend to and include any
amendment or re-enactment of or substitution for the same effected by any
subsequent Statute; and
3
Anything which may be done by or with the sanction of an ordinary
resolution may also be done by or with the sanction of a special
resolution.
3. Statutes
Subject to the last preceding Article, any words or expressions defined in
the Statutes shall, if not inconsistent with the subject or context, bear
the same meaning in these Articles.
4. Office
The Office shall be at such place in England or Wales as the Board shall
from time to time appoint.
SHARE CAPITAL
5. Authorised share capital
The authorised share capital of the Company at the date of the adoption of
these Articles is (pound)262,500,000 divided into 1,049,999,999 Ordinary
Shares of 25 pence each and one Special Voting Share of 25 pence (the
"Special Voting Share").
6. Special Voting Share
The following provisions of this Article 6 contain the rights, privileges,
and restrictions attaching to the Special Voting Share and all the other
provisions of these Articles are to be read and construed subject to them:
6.1 The Special Voting Share shall not carry any right to receive dividends or
distributions;
6.2 The holder of the Special Voting Share shall have the right to receive
notice of and to attend and vote at any general meeting of the Company as
follows:
(a) On a show of hands, the holder of the Special Voting Share, or its
proxy, shall have one vote in addition to any votes which may be cast
by a holder of Exchangeable Shares (other than the Company and its
subsidiaries) (a "Beneficiary") (or its nominee) on such show of hands
as proxy for the holder of the Special Voting Share in accordance with
Article 6.2(d) below;
(b) On a poll, the holder of the Special Voting Share shall have one vote
for every four Exchangeable Shares then outstanding:
(i) that are owned by Beneficiaries; and
(ii) as to which the holder of the Special Voting Share confirms to
the Company that it has received voting instructions from the
Beneficiaries. Votes may be given either personally or by proxy
and a person entitled to more than one vote need not use all his
votes or cast all the votes he uses in the same way.
4
(c) The holder of the Special Voting Share shall be entitled to demand
that a poll be taken on any resolution, whether before or after a show
of hands, and to this extent Article 76.1 is amended and varied.
(d) If so instructed by a Beneficiary, the holder of the Special Voting
Share shall appoint that Beneficiary, or such other person as that
Beneficiary nominates, as proxy to attend and to exercise personally
in place of the holder of the Special Voting Share:
(i) on a poll, one vote for every four Exchangeable Shares held by
the Beneficiary, and
(ii) on a show of hands one vote (the "Beneficiary Votes"). A proxy
need not be a Member of the Company. A Beneficiary (or his
nominee) exercising his Beneficiary Votes shall have the same
rights as the holder of the Special Voting Share to speak at the
meeting in favour of any matter and to vote on a show of hands or
on a poll in respect of any matter proposed, and to this extent
Article 77 is amended and varied.
6.3 The holder of the Special Voting Share may, by service of notice by the
Company, be required to require any Beneficiary or any person whom the
holder of the Special Voting Share and/or Exchangeco know or have reason to
believe holds any interest whatsoever in an Exchangeable Share to confirm
to the Company that fact or to give to the Company such details as to who
holds an interest in such Exchangeable Share as would be required if the
Exchangeable Shares were Ordinary Shares and that the Beneficiary had been
duly served with a notice under section 212 of the Companies Act 1985 (as
amended) as referred to in Article 78.2. If the Beneficiary fails to
respond within the prescribed period then the provisions of Article 78.2
shall apply to that Beneficiary.
6.4 Subject as aforesaid, or except as otherwise required by applicable law,
the Special Voting Share and the Ordinary Shares shall constitute one
class.
6.5 In the event of voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holder of the Special Voting Share shall be
entitled to receive out of the assets of the Company available for
distribution to the shareholders of the Company, an amount equal to 25
pence before any distribution is made on the Ordinary Shares or any other
shares ranking junior to the Special Voting Share as to distribution of
assets upon voluntary or involuntary liquidation. After payment of such
amount the holder of the Special Voting Share shall not be entitled to any
further participation in any distribution of assets of the Company.
6.6 The Special Voting Share shall not be subject to redemption by the Company
or at the option of its holder, except that at such time as no Exchangeable
Shares (other than Exchangeable Shares owned by the Company or its
subsidiaries) and no Debentures shall be outstanding, the Special Voting
Share shall automatically be redeemed and cancelled, with an amount of 25
pence due and payable under such redemption, and the Board is hereby
authorised to take all (if any) such steps as may be necessary or desirable
to effect such redemption and cancellation.
6.7 The Special Voting Share shall rank senior to all Ordinary Shares.
5
6.8 The Company may not, without the consent of the holder of the Special
Voting Share, issue any special voting shares in addition to the Special
Voting Share and no other term of the Special Voting Share shall be
amended, except with the approval of the holder of the Special Voting
Share.
7. Rights attaching to shares
Without prejudice to any special rights conferred on the holders of any
shares or class of shares, any share in the Company may be issued with or
have attached thereto such preferred, deferred or other special rights or
such restrictions, whether in regard to dividend, voting, return of capital
or otherwise as the Company may from time to time by ordinary resolution
determine (or, in the absence of any such determination, as the Board may
determine).
8. Redemption and purchase of shares
Subject to the provisions of the Statutes any shares may be issued on the
terms that they are, or at the option of the Company or holders thereof are
to be liable, to be redeemed on such terms and in such manner as may be
provided by these Articles.
9. Purchase of shares
Subject to the provisions of the Statutes, the Company may purchase, or may
enter into a contract under which it will or may purchase, any of its own
shares of any class (including any redeemable shares) but so that if there
shall be in issue any shares which are admitted to the official list
maintained by the UK Listing Authority and which are convertible into
equity share capital of the Company of the class proposed to be purchased,
then the Company shall not purchase, or enter into a contract under which
it will or may purchase, such equity shares unless either:
(a) the terms of issue of such convertible shares include provisions
permitting the Company to purchase its own equity shares or providing
for adjustment to the conversion terms upon such a purchase; or
(b) the purchase, or the contract, has first been approved by an
extraordinary resolution passed at a separate meeting of the holders
of such convertible shares.
10. Treasury shares
The Company may not exercise any right in respect of treasury shares held
by it, including any right to attend or vote at meetings, to participate in
any offer by the Company to shareholders or to receive any distribution
(including in a winding-up), but without prejudice to its right to sell the
treasury shares, to receive an allotment of shares as fully paid bonus
shares in respect of the treasury shares or to receive any amount payable
on redemption of any redeemable treasury shares.
MODIFICATION OF RIGHTS
11. Modification of class rights
6
Subject to the provisions of Statutes, all or any of the special rights and
privileges for the time being attached to any class of shares for the time
being issued may from time to time (either whilst the Company is a going
concern or during or in contemplation of a winding-up) be altered or
abrogated with the consent in writing of the holders of not less than
three-fourths in nominal value of the issued shares of that class or with
the sanction of an extraordinary resolution passed at a separate general
meeting of the holders of such class of shares. To any such separate
general meeting all the provisions of these Articles as to general meetings
of the Company shall mutatis mutandis apply, but so that the necessary
quorum shall be two persons at least holding or representing by proxy not
less than one-third in nominal value of the issued shares of the class
(excluding any shares of that class held in treasury shares) and that any
holder of shares of the class shall be entitled on a poll to one vote for
every such share of the class held by him, and that, if at any adjourned
meeting of such holders a quorum as above defined be not present, those of
such holders who are present shall be a quorum.
12. Issues of further shares
The special rights conferred on the holders of any shares or class of
shares shall not unless expressly provided by the terms and conditions from
time to time attached to such shares be deemed to be altered by the
creation of or issue of further shares ranking in priority to or pari passu
therewith.
SHARES
13. Payment of commission and brokerage
The Company may exercise the powers of paying commissions conferred by the
Statutes to the full extent thereby permitted. Such commission may be
satisfied by the payment of cash or the allotment of fully or partly paid
shares or partly in one way and partly in the other. The Company may also
on any issue of shares pay such brokerage as may be lawful.
14. Unissued shares
Save as otherwise provided in the Statutes or in these Articles all
unissued shares (whether forming part of the original or any increased
capital) shall be at the disposal of the Board who may (subject to the
provisions of the Statutes) allot, grant options over, offer or otherwise
deal with or dispose of them to such persons at such times and generally on
such terms and conditions as they may determine.
15. Recognition of trusts
Except as ordered by a Court of competent jurisdiction or as required by
law or these Articles, no person shall be recognised by the Company as
holding any share upon any trust and the Company shall not be bound by or
be compelled 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.
SHARE CERTIFICATES
7
16. Uncertificated shares
16.1 Unless otherwise determined by the Board and permitted by the Regulations,
no person shall be entitled to receive a certificate in respect of any
share for so long as the title to that share is evidenced otherwise than by
a certificate and for so long as transfers of that share may be made
otherwise than by a written instrument by virtue of the Regulations.
Notwithstanding any provisions of these Articles, the Board shall have
power to implement any arrangements it may, in its absolute discretion,
think fit in relation to the evidencing of title to and transfer of an
uncertificated share (subject always to the Regulations and the facilities
and requirements of the relevant system concerned). No provision of these
Articles shall apply or have effect to the extent that it is in any respect
inconsistent with the holding of shares in uncertificated form.
16.2 Conversion of a certificated share into an uncertificated share, and vice
versa, may be made in such manner as the Board may, in its absolute
discretion, think fit (subject always to the Regulations and the facilities
and requirements of the relevant system concerned).
16.3 The Company shall enter on the Register how many shares are held by each
Member in uncertificated form and in certificated form and shall maintain
the Register in each case as required by the Regulations and the relevant
system concerned. Unless the Board otherwise determines, holdings of the
same holder or joint holders in certificated form and uncertificated form
shall be treated as separate holdings.
16.4 A class of share shall not be treated as two classes by virtue only of that
class comprising both certificated shares and uncertificated shares or as a
result of any provision of these Articles or the Regulations which applies
only in respect of certificated or uncertificated shares.
16.5 The Company shall be entitled, in accordance with regulation 32(2)(c) of
the Regulations, to require the conversion of an uncertificated share into
certificated form to enable it to deal with that share in accordance with
any provision in these Articles, including in particular, Articles 60 to
63, and 78.
16.6 The provisions of Articles 17 to 21 inclusive shall not apply to
uncertificated shares.
17. Share certificates and right to share certificates
17.1 Subject to Article 17.2 below, the certificates of title to shares shall be
issued under the Seal or under the official seal kept by the Company by
virtue of Section 40 of the Companies Act 1985 and shall specify the number
and class and the distinguishing number (if any) of the shares to which it
relates and the amount paid up thereon. No certificate shall be issued
relating to shares of more than one class.
17.2 Subject to the provisions of the Statutes and the regulations of The London
Stock Exchange, the Board may by resolution decide, either generally or in
any particular case or cases, that certificates of title to shares need not
be issued under a seal.
17.3 Every person (other than a recognised clearing house within the meaning of
the Financial Services and Markets Act 2000) or a nominee of a recognised
clearing house or of a
8
recognised investment exchange (within the meaning of the Financial
Services and Markets Act 2000) whose name is entered as a Member in the
Register shall be entitled, without payment, to receive within two months
after allotment or lodgement of transfer (or within such other period as
the conditions of issue shall provide) one certificate for all the shares
registered in his name or, in the case of shares of more than one class
being registered in his name, a separate certificate for each class of
shares so registered, and where a Member transfers part of the shares of
any class registered in his name the old certificate shall be cancelled
and, to the extent the balance is to be held in certificated form, he shall
be entitled without payment to one new certificate for the balance of
shares of that class retained by him. If a Member shall require additional
certificates he shall pay for each additional certificate such reasonable
sum (if any) as the Board may determine. The Board may, by resolution,
disapply the provisions of this Article and Article 19 below to the extent
permitted by the Statutes and the regulations of The London Stock Exchange.
18. Share certificates of joint holders
In respect of shares of the class held jointly by more than one person the
Company shall not be bound to issue more than one certificate, and delivery
of a certificate for such shares to the person first named on the Register
in respect of such shares shall be sufficient delivery to all such holders.
19. Replacement of share certificates
If a share certificate be defaced, lost or destroyed it may be replaced
upon request and on such terms (if any) as to evidence and indemnity (with
or without security) as the Board may think fit and, in the case of
defacement, on delivery of the old certificate to the Company. In respect
of shares jointly held by more than one person, any one of the joint
holders may make such request.
20. Payment for share certificates
Every certificate issued under the last preceding Article shall be issued
without payment but there shall be paid to the Company any exceptional
out-of-pocket expenses of the Company in connection with the request as the
Board thinks fit and a sum equal to the costs incurred by the Company of
any such indemnity or security as is referred to in that Article.
21. Registration of holders
The Company shall not be bound to register more than four persons as the
holders of any share.
LIEN
22. Lien on partly paid shares
The Company shall have a first and paramount lien on every share (not being
a fully paid share) for all moneys, whether presently payable or not,
called or payable at a fixed time in respect of such share but the Board
may at any time waive any lien which has arisen and may declare any share
to be wholly or in part exempt from the provisions of this Article. The
Company's lien on a share shall extend to all dividends payable thereon.
9
23. Enforcement of lien by sale
The Company may sell, in such manner as the Board may think fit, any share
on which the Company has a lien, but no sale shall be made unless some sum
in respect of which the lien exists is presently payable nor until the
expiration of fourteen days after a notice in writing stating and demanding
payment of the sum presently payable and giving notice of the intention to
sell in default shall have been given to the holder for the time being of
the share or to the person entitled by reason of his death or bankruptcy to
the share.
24. Application of sale proceeds
The net proceeds of sale, after payment of the costs thereof, shall be
received by the Company and applied in or towards payment or satisfaction
of the sum in respect whereof the lien exists so far as the same is
presently payable, and any residue shall (subject to a like lien for sums
not presently payable as existed upon the shares prior to the sale) be paid
to the person entitled to the shares at the time of the sale. For giving
effect to any such sale the Board may authorise some person to transfer the
shares sold to the purchaser thereof. The purchaser shall be registered as
the holder of the shares and he 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.
TRANSFER OF SHARES
25. Transfers of uncertificated shares
All transfers of uncertificated shares shall be made in accordance with and
be subject to the provisions of the Regulations and the facilities and
requirements of the relevant system and, subject thereto, in accordance
with any arrangements made by the Board pursuant to Article 16.1.
26. Form of transfer
26.1 All transfers of certificated shares shall be effected by instrument in
writing in any usual or common form or in any other form which the Board
may approve.
26.2 The instrument of transfer of any share (whether certificated or
uncertificated) shall be signed by or on behalf of the transferor, and 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: Provided
that in the case of a partly paid share (including a share in respect of
which the whole of any premium payable under the terms of its allotment has
not become payable and been paid) the instrument of transfer must also be
signed by or on behalf of the transferee.
27. Right to decline registration
The Board may, in its absolute discretion and without assigning any reason
therefor, decline to register any transfer of shares (which is not a fully
paid share (whether certificated or uncertificated)) provided that the
refusal does not prevent dealings in the shares in the Company from taking
place on an open and proper basis.
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28. Further rights to decline registration
In relation to a certificated share, the Board may also decline to
recognise any instrument of transfer unless:
28.1 The instrument of transfer is lodged with the Company accompanied by a
certificate of the shares to which it relates, and such other evidence as
the Board may reasonably require to show the right of the transferor to
make the transfer (and, if the instrument of transfer is executed by some
other person on his behalf, the authority of that person so to do);
provided that in the case of a transfer of shares in certificated form by a
recognised clearing house (within the meaning of the Financial Services and
Markets Act 2000) or a nominee of a recognised clearing house or of a
recognised investment exchange (within the meaning of the Financial
Services and Markets Act 2000) the lodgement of share certificates will
only be necessary if and to the extent that certificates have been issued
in respect of the shares in question; and
28.2 The instrument of transfer is in respect of only one class of share.
29. Notice of refusal to register
If the Board refuses to register a transfer it shall, in the case of
certificated shares, within two months after the date on which the
instrument of transfer was lodged with the Company, send to the transferee
notice of the refusal and (except in the case of fraud) return to him the
instrument and shall, in the case of uncertificated shares, notify such
person as may be required by the Regulations and the requirements of the
relevant system concerned. All instruments of transfer which are registered
may be retained by the Company.
30. No fee for registration
No fee shall be charged on the registration of any transfer, probate,
letters of administration, certificate of death or marriage, power of
attorney, stop notice or other instrument relating to or affecting the
title to any share or otherwise for making any entry in the Register
affecting title to any shares.
31. Suspension of registration
The transfer books and the Register and any register of holders of
debentures of the Company may, upon giving such notice as is required by
the Statutes (if any), be closed at such time or times and for such period
as the Board shall deem expedient (and either generally or in respect of
any class of shares) except that, in respect of any shares which are
uncertificated shares, the Register shall not be closed without the consent
of the operator of the relevant system and provided that the same be not
closed for any greater period in the whole than thirty days in any year.
32. Destruction of documents
Subject to compliance with the rules (as defined in the Regulations)
applicable to shares of the Company in uncertificated form, the Company
shall be entitled to destroy:
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32.1 All instruments of transfer or other documents which have been registered
or on the basis of which any entry in the Register of Members was made at
any time after the expiration of six years from the date of registration
thereof;
32.2 Any dividend mandate or any variation or cancellation thereof or any
notification of change of name or address (which shall include, in relation
to Electronic Communications, any number or address used for the purposes
of such communications) at any time after the expiration of two years from
the date of recording thereof; and
32.3 Any share certificate which has been cancelled, at any time after the
expiration of one year from the date of such cancellation;
and it shall conclusively be presumed in favour of the Company that every
entry in the Register purporting to have been made on the basis of an
instrument of transfer or other 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 and that every other document destroyed hereunder was a valid and
effective document in accordance with the recorded particulars thereof in
the books or records of the Company, provided always that:
(a) the provisions aforesaid shall apply only to the destruction of a
document in good faith and without express notice to the Company that
the preservation of such document was relevant to any claim
(regardless of the parties thereto);
(b) nothing contained in this Article 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 case where the conditions
of proviso (a) above are not fulfilled;
(c) any document referred to above may, subject to the Statutes, be
destroyed before the end of the relevant period so long as a copy of
such document (whether made electronically, by microfilm, by digital
imaging or by any other means) has been made and is retained until the
end of the relevant period;
(d) references in this Article to the destruction of any document include
references to its disposal in any manner; and
(e) references in this Article to instruments of transfer shall include,
in relation to uncertificated shares, instructions and/or
notifications made in accordance with the relevant system concerned
relating to the transfer of such shares.
33. Renunciation of allotment
The Board may at any time after the allotment of any share but before any
person has been entered in the Register as the holder:
(a) recognise a renunciation thereof by the allottee in favour of some
other person and accord to any allottee of a share a right to effect
such renunciation; and/or
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(b) allow the rights represented thereby to be one or more participating
securities under the Regulations,
in each case upon and subject to such terms and conditions as the Board may
think fit to impose.
TRANSMISSION OF SHARES
34. Transmission on death
In the case of the death of a Member the survivor or survivors, where the
deceased was a joint holder, and the executors or administrators of the
deceased, where he was a sole holder or only surviving holder, shall be the
only persons recognised by the Company as having any title to his shares,
but nothing herein contained shall release the estate of a deceased Member
from any liability in respect of any share jointly held by him with other
persons.
35. Person entitled by transmission
Any person becoming entitled to a share in consequence of the death or
bankruptcy of a Member may, upon such evidence being produced as may from
time to time be required by the Board and subject as hereinafter provided,
elect either to be registered himself as holder of the share or to have
some person nominated by him registered as the transferee thereof.
36. Restrictions on election
If any 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. If he shall elect to have another person
registered he shall testify his election by executing a transfer of such
share to that person. All the limitations, restrictions and provisions of
these Articles relating to the right to transfer and the registration of
transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the death or bankruptcy of the Member had not occurred and
the notice or transfer were a transfer executed by such Member.
37. Rights of persons entitled by transmission
A person becoming entitled to a share in consequence of the death or
bankruptcy of a Member shall, upon supplying to the Company such evidence
as the Board may reasonably require to show his title to the share, be
entitled to receive and may give a discharge for any dividends or other
moneys payable in respect of the share, but he shall not be entitled in
respect of the share to receive notices of or to attend or vote at general
meetings of the Company or, save as aforesaid, to exercise in respect of
the share any of the rights or privileges of a Member until he shall have
become registered as the holder thereof provided always that the Board may
at any time give notice requiring any such person to elect either to be
registered himself or to transfer the share, and if the notice is not
complied with within sixty days, the Board may thereafter withhold payment
of all dividends, bonuses or other monies payable in respect of the share
until the requirements of the notice have been complied with.
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CALLS ON SHARES
38. Calls
The Board may from time to time make calls upon the Members in respect of
any moneys unpaid on their shares (whether on account of the nominal amount
of the shares or by way of premium) subject to the terms of allotment
thereof made payable at fixed times provided that no call shall be payable
at less than one month from the date fixed for payment of the last previous
call and each Member shall (subject to the Company giving to him at least
fourteen days' notice specifying the time or times and place of payment)
pay to the Company at the time or times and place so specified the amount
called on his shares. A call may be revoked or postponed in whole or part
as the Board may determine.
39. Timing and payment of calls
A call may be made payable by instalments and shall be deemed to have been
made at the time when the resolution of the Board authorising the call was
passed.
40. Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
41. Interest due on non-payment of calls
If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof the person from whom the sum is due shall pay
interest on the sum from the day appointed for payment thereof to the time
of actual payment at such rate, not exceeding the Prescribed Rate, as the
Board may determine, and all expenses that may have been incurred by the
Company by reason of such non-payment, but the Board shall be at liberty to
waive payment of such interest and expenses wholly or in part.
42. Deemed calls
Any sum which, by the terms of issue of a share, becomes payable on
allotment or at any fixed date, whether on account of the nominal amount of
the share or by way of premium, shall for all the purposes of these
Articles be deemed to be a call duly made and payable on the date on which,
by the terms of issue, the same becomes payable, and in the case of
non-payment all the relevant provisions of these Articles as to payment of
interest and expenses, forfeiture or otherwise shall apply as if such sum
had become payable by virtue of a call duly made and notified.
43. Power to differentiate between holders
The Board may make arrangements on the issue of shares for a difference
between the holders in the amount of calls to be paid and the times of
payment.
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44. Payment of calls in advance
The Board may, if it thinks fit, receive from any Member willing to advance
the same all or any part of the moneys (whether on account of the nominal
value or premium) uncalled and unpaid upon any shares held by him, but any
Member making any such advance shall not be entitled to receive interest
thereon and, save as provided by the terms of issue of shares, for the
purposes of Articles 26, 27, 77, 78 and 136 account shall be taken of any
amount paid up on a share in advance of a call or the date upon which sum
premium or other payment is payable.
FORFEITURE OF SHARES
45. Notice if call or instalment not paid
If a Member fails to pay any call or instalment of a call on or before the
day appointed for payment thereof, the Board may at any time thereafter
during such time as any part of such call or instalment remains unpaid
serve a notice on him requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have accrued
and expenses incurred by the Company by reason of such non-payment.
46. Form of notice
The notice shall name a further day (not being less than fourteen days from
the date of the notice) on or before which and the place where the payment
required by the notice is to be made and shall state that in the event of
non-payment at or before the time and at the place appointed the shares in
respect of which such call or instalment is payable will be liable to be
forfeited. The Board may accept the surrender of any share liable to be
forfeited hereunder and, in such case, references herein to forfeiture
shall include surrender.
47. Forfeiture for non-compliance
If the requirements of any such notice as aforesaid be not complied with,
any share in respect of which such notice has been given may at any time
thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Board to that effect. Such forfeiture
shall include all dividends declared in respect of the forfeited shares and
not actually paid before the forfeiture. Forfeiture shall be deemed to
occur at the time of the passing of the said resolution of the Board.
48. Notice after forfeiture
When any share has been forfeited, notice of the forfeiture shall forthwith
be given to the holder of the share or the person entitled to the share by
reason of the death or bankruptcy of the holder (as the case may be), and
an entry of the forfeiture, with the date thereof, shall forthwith be made
in the Register, but no forfeiture shall be in any manner invalidated by
any omission or neglect to make such entry or give such notice as
aforesaid.
49. Disposal of forfeited shares
A forfeited share shall be deemed to be the property of the Company and may
be sold, re-allotted or otherwise disposed of either to the person who was,
before forfeiture, the holder
15
thereof or entitled thereto or to any other person and either subject to or
discharged from calls made or instalments due prior to the forfeiture upon
such terms and in such manner as the Board shall think fit, and at any time
before a sale or disposition the forfeiture may be cancelled on such terms
as the Board may think fit provided that the Company shall not exercise any
voting rights in respect of such share and any such share not disposed of
in accordance with the foregoing within a period of three years from the
date of its forfeiture shall thereupon be cancelled in accordance with the
provisions of the Statutes. For the purpose of giving effect to any such
sale or other disposition the Board may authorise some person to transfer
the share so sold or otherwise disposed of to the purchaser thereof or
other person becoming entitled thereto.
50. Continuing liability
A Member whose shares have been forfeited shall cease to be a Member in
respect of the forfeited shares and shall, in the case of certificated
shares, surrender to the Company for cancellation the certificate for such
shares. Such Member shall, notwithstanding, remain liable to pay to the
Company all moneys which at the date of forfeiture were presently payable
by him to the Company in respect of the shares with interest thereon at
such rate as the Board may determine, not exceeding the Prescribed Rate,
from the date of forfeiture until payment. The Board may, if it thinks fit,
waive the payment of such interest or any part thereof.
51. Statutory declaration
A statutory declaration in writing that the declarant is a Director or the
Secretary of the Company and that a share has been duly forfeited or
surrendered or sold to satisfy a lien of the Company on a date stated in
the declaration shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to the share. The Company may
receive the consideration (if any) given for the share on the sale or
disposition thereof and may execute a transfer of the share in favour of
the person to whom the same is sold or disposed of, and he shall thereupon
be registered as the holder of the share and shall not be bound to see the
application of the purchase money (if any) nor shall his title to the share
be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of the share.
STOCK
52. Conversion of stock and shares
The Company may from time to time by ordinary resolution convert any paid
up shares into stock of the same class and may re-convert any stock into
paid up shares of the same class and of any denomination.
53. Transfer of stock
The holders of stock may transfer the same or any part thereof in the same
manner and subject to the same regulations as and subject to which the
shares from which the stock arose might previously to conversion have been
transferred or as near thereto as circumstances admit. The Board may from
time to time fix the minimum amount of stock transferable and restrict or
forbid the transfer of fractions of such minimum, but the minimum shall not
exceed the nominal amount of the share from which the stock arose.
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54. Stockholders' rights
The holders of stock shall, according to the amount of the stock held by
them, have the same rights, privileges and advantages as regards dividends,
voting at general meetings of the Company and other matters as if they held
the shares from which the stock arose, but no such privilege or advantage
(except participation in the dividends and in assets on a winding up) shall
be conferred by an amount of stock which would not, if existing in shares,
have conferred such privilege or advantage.
55. Application of Articles to stock
All such of the provisions of these Articles as are applicable to paid up
shares shall apply to stock, and the words "share" and "shareholder" herein
shall include "stock" and "stockholder".
INCREASE OF CAPITAL
56. Increase of share capital
The Company may from time to time by ordinary resolution increase its
capital by such sum to be divided into shares of such amounts as the
resolution shall prescribe.
57. Application of Articles to new shares
The new shares shall be subject to all the provisions of these Articles
with reference to the payment of calls, lien, transfer, transmission,
forfeiture and otherwise.
ALTERATIONS OF CAPITAL
58. Consolidation, sub-division and cancellation
The Company may from time to time by ordinary resolution:
58.1 consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
58.2 sub-divide its shares or any of them into shares of smaller amount than is
fixed by the Memorandum of Association,
provided that:
(a) in the sub-division the proportion between the amount paid and the
amount, if any, unpaid on each reduced share shall be the same as it
was in the case of a share from which the reduced share is derived;
and
(b) the resolution whereby any share is sub-divided may determine that as
between the holders of the shares resulting from such sub-division one
or more of the shares may have any such preferred or other special
rights over, or may have such qualified or deferred rights or be
subject to any such restrictions as compared with, the other or others
as the Company has power to attach to unissued or new shares; and
17
58.3 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.
59. Reduction of share capital
The Company may also by special resolution reduce its share capital and any
capital redemption reserve or any share premium account in any manner and
with and subject to any incident authorised and consent required by law.
60. Fractions of shares
Subject to any direction by the Company in general meeting, whenever as the
result of any exercise of any options or warrants to subscribe for Ordinary
Shares in the Company or as the result of any consolidation or sub-division
and consolidation of shares or any issue of shares in connection with the
capitalisation of profits Members of the Company are entitled to any issued
shares of the Company in fractions, the Board may deal with each of such
fractions as they shall determine and in particular may provide that
fractions are disregarded or that the benefit of fractions shall accrue to
the Company or may sell the shares to which Members are so entitled in
fractions for the best price reasonably obtainable and pay and distribute
to and amongst the Members entitled to such shares in due proportion the
net proceeds of the sale thereof or retain such net proceeds for the
benefit of the Company. For the purpose of giving effect to any such sale
the Board may, in respect of certificated shares, nominate some person to
execute a transfer of the shares sold on behalf of the Members so entitled,
or, in respect of uncertificated shares, nominate any person to transfer
such shares in accordance with the facilities and requirements of the
relevant system concerned or make such other arrangements as are compatible
with the relevant system concerned or, in either case, in accordance with
the directions of the buyer thereof and may cause the name of the
transferee(s) to be entered in the Register as the holder(s) of the shares
comprised in any such transfer, and such transferee(s) shall not be bound
to see to the application of the purchase money nor shall such
transferee(s)' title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale. For the purposes of
this Article, any shares representing fractional entitlements to which any
Member would, but for this Article, become entitled may be issued in
certificated form or uncertificated form.
UNTRACED SHAREHOLDERS
61. Power to sell shares
The Company shall be entitled to sell, at the best price reasonably
obtainable at the time of sale, any share of a Member or any share to which
a person is entitled by transmission if and provided that:
61.1 for a period of 12 years prior to the date of publication of the
advertisement in Article 61.2 below no cheque, warrant or order sent by the
Company in the manner authorised by these Articles in respect of the share
in question has been cashed and no communication has been received by the
Company from the Member or the person entitled by transmission; provided
that, in such period of 12 years, at least three dividends whether interim
or final on or in respect of the share in question have become payable and
no such dividend during that period has been claimed; and
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61.2 the Company has, on or after expiration of the said period of 12 years, by
advertisement in both a national newspaper and a newspaper circulating in
the area in which the last known address of the Member or the address at
which service of notices may be effected in the manner authorised in
accordance with the provisions of these Articles is located, given notice
of its intention to sell such share (but such advertisements need not refer
to the names of the holder(s) of the share or identify the share in
question); and
61.3 the Company has not, during the further period of three months after the
publication of such advertisements and prior to the exercise of the power
of sale, received any communication from the Member or person entitled by
transmission.
62. Authority to effect sale
To give effect to any sale pursuant to the previous Article, the Directors
may authorise any person to execute as transferor an instrument of transfer
of the said share and such instrument of transfer shall be as effective as
if it had been executed by the registered holder of, or person entitled by
transmission to, such share. The transferee shall not be bound to see to
the application of the purchase monies and the title of the transferee
shall not be affected by any irregularity or invalidity in the proceedings
relating thereto. The net proceeds of sale shall belong to the Company
which shall be obliged to account to the former Member or other person
previously entitled as aforesaid for an amount equal to such proceeds and
shall enter the name of such former Member or other person in the books of
the Company as a long term debt for such amount. No trust shall be created
in respect of the debt, no interest shall be payable in respect of the same
and the Company shall not be required to account for any money earned on
the net proceeds, which may be employed in the business of the Company or
invested in such investments (other than shares of the Company or its
holding company (if any)) as the Directors may from time to time think fit.
63. Authority to cease sending cheques
If either:
63.1 on two consecutive occasions cheques, warrants or orders in payment of
dividends or other monies payable in respect of any share have been sent
through the post or otherwise in accordance with the provisions of these
Articles but have been returned undelivered or left uncashed during the
periods for which the same are valid or any transfer by bank or other funds
transfer system has not been satisfied; or
63.2 following one such occasion reasonable enquiries have failed to establish
any new address of the registered holder;
the Company need not thereafter despatch further cheques, warrants or
orders and need not thereafter transfer any sum (as the case may be) in
payment of dividends or other monies payable in respect of the share in
question until the Member or other person entitled thereto shall have
communicated with the Company and supplied in writing to the Office an
address for the purpose.
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GENERAL MEETING
64. Annual general meeting
The Company shall in each year hold a general meeting as its annual general
meeting in addition to any other meetings in that year, and not more than
fifteen months shall elapse between the date of one annual general meeting
of the Company and that of the next. The annual general meeting shall be
held at such time and place as the Board shall appoint.
65. Extraordinary general meetings
All general meetings other than annual general meetings shall be called
extraordinary general meetings.
66. Convening of extraordinary general meetings
The Board may, whenever it thinks fit, convene an extraordinary general
meeting, and extraordinary general meetings shall also be convened on such
requisition (and for a date not later than eight weeks after receipt of the
requisition) or, in default, may be convened by such requisitionists as
provided by the Statutes. If at any time there are not within the United
Kingdom sufficient Directors capable of acting to form a quorum, any
Director or any two Members of the Company may convene an extraordinary
general meeting in the same manner as nearly as possible as that in which
meetings may be convened by the Board.
NOTICE OF GENERAL MEETINGS
67. Length and form of notice
An annual general meeting and a meeting called for the passing of a special
resolution shall be called by twenty-one days' notice in writing or by
Electronic Communication at the least, and a meeting other than an annual
general meeting or a meeting for the passing of a special resolution shall
be called by fourteen days' notice in writing or by Electronic
Communication at the least. The notice period shall be exclusive of the day
on which it is served or deemed to be served and of the day for which it is
given, and shall specify the place, the day and the hour of meeting, and
the general nature of the business to be considered at the meeting. The
notice convening an annual general meeting shall specify the meeting as
such, and the notice convening a meeting to pass a special or extraordinary
resolution shall specify the intention to propose the resolution as a
special or extraordinary resolution as the case may be. Notice of every
general meeting shall be given in the manner hereinafter mentioned to such
persons as are, in accordance with the provisions of these Articles,
entitled to receive such notices from the Company, and also to the Auditors
for the time being of the Company.
68. Short notice
68.1 A meeting of the Company shall, notwithstanding that it is called by
shorter notice than that specified in the last preceding Article, be deemed
to have been duly called if it is so agreed:
68.2 in the case of a meeting called as the annual general meeting by all the
Members entitled to attend and vote thereat; and
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68.3 in the case of any other meeting, by a majority in number of the Members
having a right to attend and vote at the meeting, being a majority together
holding not less than 95 per cent in nominal value of the shares giving
that right.
69. Right to attend and vote
In every notice calling a meeting there shall appear with reasonable
prominence a statement that a Member entitled to attend and vote is
entitled to appoint one or more proxies to attend and vote instead of him
and that a proxy need not also be a Member.
70. Omission or non-receipt of notice or proxy
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 notice of a
meeting or such instrument of proxy by, any person entitled to receive
notice shall not invalidate the proceedings at that meeting.
71. Postponement of general meetings
If the Directors, in their absolute discretion, consider that it is
impractical or unreasonable for any reason to hold a general meeting on the
date or at the time or place specified in the notice calling the general
meeting, they may postpone the general meeting to another date, time and/or
place. When a meeting is so postponed, notice of the date, 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 shall not be required.
PROCEEDINGS AT GENERAL MEETINGS
72. Quorum and procedure if quorum not present
72.1 No business shall be transacted at any general meeting unless a quorum be
present when the meeting proceeds to business. Save as otherwise provided
by these Articles, three Members present in person or by proxy and entitled
to vote shall be a quorum for all purposes. A corporation being a Member
shall be deemed for the purpose of this Article to be personally present if
represented by proxy or in accordance with the provisions of the Statutes.
72.2 If within half-an-hour from the time appointed for the 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 at the same time and place, or to such other day and at such
other time or place as the Chairman of the meeting may determine. If at
such adjourned meeting a quorum as above defined is not present within
fifteen minutes from the time appointed for holding the meeting the Members
present whether in person or by proxy shall be a quorum and shall have
power to decide upon all matters which could properly have been disposed of
at the meeting from which the adjournment took place.
73. Arrangements for simultaneous attendance, security and orderly conduct
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73.1 In the case of any general meeting, the Directors may, notwithstanding the
specification in the notice convening the general meeting of the place at
which the chairman of the meeting shall preside (the "Principal Place"),
make arrangements for simultaneous attendance and participation at other
places by Members and proxies and others entitled to attend the general
meeting but excluded from the Principal Place under the provisions of this
Article 73.
73.2 Such arrangements for simultaneous attendance at the general meeting may
include arrangements regarding the level of attendance at the other places
provided that they shall operate so that any Members and proxies excluded
from attendance at the Principal Place are able to attend at one of the
other places. For the purpose of all other provisions of these Articles any
such general meeting shall be treated as being held and taking place at the
Principal Place.
73.3 The Directors may, for the purpose of facilitating the organisation and
administration of any general meeting to which such arrangements apply,
from time to time make arrangements, whether involving the issue of tickets
(on a basis intended to afford to all Members and proxies and others
entitled to attend the meeting an equal opportunity of being admitted to
the Principal Place) or the imposition of some random means of selection or
otherwise as they shall in their absolute discretion consider to be
appropriate, and may from time to time vary any such arrangements or make
new arrangements in their place. The entitlement of any Member or proxy or
other person entitled to attend a general meeting at the Principal Place
shall be subject to such arrangements as may for the time being be in force
whether stated in the notice of the general meeting to apply to that
Meeting or notified to the Members concerned subsequent to the provision of
the notice of the general meeting.
73.4 The Directors or the chairman of the meeting or any person authorised by
the Directors may direct that Members, proxies or corporate representatives
wishing to attend any general meeting or anyone else permitted by the
chairman of the meeting to attend should submit to such searches or other
security arrangements or restrictions (including, without limitation,
restrictions on items of personal property which may be taken into the
meeting) as the Directors or the chairman of the meeting or such person
authorised by the Directors shall consider appropriate in the
circumstances. Such persons shall be entitled in their absolute discretion
to refuse entry to, or to eject from, such general meeting any such person
who fails to submit to such searches or otherwise to comply with such
security arrangements or restrictions.
73.5 A person appointed by the Directors shall preside at each location other
than where the chairman of the meeting is presiding. Every such person
shall carry out all requests made of him by the chairman of the
shareholders' meeting, shall keep good order at that location and shall
have all powers necessary or desirable for such purposes.
73.6 The Directors or the chairman of the meeting or any person authorised by
the Directors may, at any meeting, take such action as is thought fit to
secure the safety of the people attending the meeting and to promote the
orderly conduct of the business of the meeting as laid down in the notice
of the meeting and the chairman of the meeting's decision on matters of
procedure or matters arising incidentally from the business of the meeting
shall be final, as shall be his determination as to whether any matter is
of such a nature.
73.7 Under no circumstances will a failure (for any reason) of communication
equipment, or any other failure in the arrangements for participation in
the meeting at more than one place,
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affect the validity of such meeting, or any business conducted thereat, or
any action taken pursuant thereto.
74. Chairman of general meetings
74.1 The Chairman (if any) of the Board or, in his absence, any deputy-Chairman
shall preside as Chairman at every general meeting of the Company.
74.2 If there be no such Chairman or deputy-Chairman, or if at any meeting
neither the Chairman nor the deputy-Chairman be present within fifteen
minutes after the time appointed for holding the meeting, or if neither of
them be willing to act as Chairman, the Directors present shall choose one
of their number to act, or if one Director only be present he shall preside
as Chairman if willing to act. If no Director be present, or if all the
Directors present decline to take the chair, the Members present shall
choose one of their number to be Chairman.
75. Adjournments
The Chairman may, with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting from
time to time and from place to place, but no business shall be transacted
at any adjourned meeting except business which might lawfully have been
transacted at the meeting from which the adjournment took place. When a
meeting is adjourned for thirty days or more, not less than seven clear
days' notice in writing or by Electronic Communication of the adjourned
meeting shall be given specifying the day, the place and the time of the
meeting but it shall not be necessary to specify in such notice the nature
of the business to be transacted at the adjourned meeting. Save as
aforesaid, it shall not be necessary to give any notice of an adjournment
or of the business to be transacted at an adjourned meeting.
76. Method for voting and demand for a poll; casting vote
76.1 At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless (before or on the declaration of the
result of the show of hands) a poll is demanded by the Chairman or by at
least three Members present in person or by proxy and entitled to vote or
by any Member or Members present in person or by proxy and representing in
the aggregate not less than one-tenth of the total voting rights of all
Members having the right to vote at the meeting or holding shares
conferring a right to vote at the meeting on which there have been paid up
sums in the aggregate equal to less than one-tenth of the total sum paid up
on all shares conferring that right. Unless a poll is so demanded, a
declaration by the Chairman that a resolution has, on a show of hands, been
carried or carried unanimously or by a particular majority or not carried
by a particular majority or lost, and an entry to that effect in the book
of proceedings of the Company shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in favour
of or against such a resolution.
76.2 If any votes are counted which ought not to have been counted or might have
been rejected the error shall not vitiate the resolution unless it is
pointed out at the same meeting and not in that case unless it shall, in
the opinion of the Chairman of the meeting, be of sufficient magnitude to
vitiate the resolution.
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76.3 If a poll is duly demanded, the result of the poll shall be deemed to be
the resolution of the meeting at which the poll was demanded.
76.4 In the case of an equality of votes at a general meeting, whether on a show
of hands or on a poll, the Chairman of such meeting shall be entitled to a
second or casting vote.
76.5 A poll demanded on the election of a Chairman, or on a question of
adjournment, shall be taken forthwith. A poll demanded on any other
question shall be taken at such time (not being more than thirty days after
the date of the meeting or adjourned meeting at which the poll is demanded)
and place and in such manner as the Chairman directs. No notice need to
given of a poll not taken immediately.
76.6 The demand for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which the poll
has been demanded, and the demand may be withdrawn at any time before the
poll is taken, whether before or after the termination of the meeting in
question. If a poll is demanded on a declaration of the result of a show of
hands and the demand is later withdrawn in accordance with the provisions
of this Article, then the resolution in question shall be carried or lost
(as the case may be) in accordance with such declaration and an entry to
that effect shall be made in the book of proceedings of the Company.
VOTES OF MEMBERS
77. Votes of members and joint holders
Subject to any special terms as to voting upon which any shares may be
issued or may be for the time being be held, on a show of hands every
Member who is present in person shall have one vote, and on a poll every
Member who is present in person or by proxy shall have one vote for each
Ordinary Share of which he is holder. Provided that on a poll every Member
who is present in person or by proxy shall in respect of Ordinary Shares
held by him otherwise than fully paid up have one vote for every
twenty-five pence paid up in respect of the nominal amount of Ordinary
Shares held by him. For the purposes of determining which persons are
entitled to attend or vote at a meeting and how many votes such person may
cast, the Company may specify in the notice of the meeting a time, not more
than 48 hours before the time fixed for the meeting, by which a person must
be entered on the Register in order to have the right to attend or vote at
the meeting.
78. Suspension of rights for non-payment of calls and non-disclosure of
interests
78.1 No Member shall, unless the Board otherwise determines, be entitled in
respect of any share in the capital of the Company held by him to be
present or to vote at any general meeting or meeting of the holders of any
class of shares in the capital of the Company either personally or by
proxy, or be reckoned in the quorum for any such meeting or to exercise any
other right conferred by membership in relation to meetings of the Company
or holders of any class of shares in the capital of the Company if any call
or other sum presently payable by him to the Company in respect of such
share remains unpaid.
78.2 If any Member, or any person appearing to the Board to be interested in
shares held by such Member, has been duly served with a notice under
Section 212 of the Companies Act 1985 and is in default for the prescribed
period in supplying to the Company the information
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thereby required then the Board may in their absolute discretion at any
time thereafter serve a notice (a "direction notice") upon such Member as
follows:
(a) a direction notice may direct that, in respect of the shares in
relation to which the default occurred ("default shares"), the Member
shall not be entitled to be present or to vote at a general meeting or
a meeting of the holders of any class of shares of the Company either
personally or by proxy or to be reckoned in the quorum for any such
meeting or to exercise any other right conferred by membership in
relation to the meetings of the Company or of the holders of any class
of shares of the Company for so long as the default occurs; and
(b) where the default shares represent at least 0.25 per cent. of the
class of issued shares concerned (excluding any shares in the Company
held as treasury shares), then the direction notice may additionally
direct that:
(i) in respect of the default shares any dividend or other money
which would otherwise be payable on such shares shall be retained
by the Company without any liability to pay interest thereon when
such money is finally paid to the Member; and/or
(ii) no transfer other than an approved transfer of any shares held by
such Members shall be registered unless:
(A) the Member is not himself in default as regards
supplying the information requested; and
(B) the transfer is of part only of the Member's holding
and when presented for registration is accompanied by a
certificate by the Member in a form satisfactory to the
Board to the effect that after due and careful enquiry
the Member is satisfied that no person in default as
regards supplying such information is interested in any
of the shares the subject of the transfer,
provided that, in the case of shares in uncertificated form, the
Board may only exercise their discretion not to register a
transfer if permitted to do so by the Regulations.
Any direction notice may treat shares of a Member in certificated
and uncertificated form as separate holdings and either apply
only to the former or to the latter or make different provision
for the former and the latter.
The Company shall send to each other person appearing to be
interested in the shares the subject of any direction notice a
copy of the notice, but the failure or omission by the Company to
do so shall not invalidate such notice.
78.3 Any direction notice shall cease to have effect not more than seven days
after the earlier of the receipt by the Company of:
(a) a notice of an approved transfer, but only in relation to the shares
transferred; or
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(b) all the information required by the section 212 notice, in a form
satisfactory to the Board,
provided that notice in writing of the cessation of the direction notice
shall be given to the Member promptly.
78.4 For the purpose of this Article:
(a) a person shall be treated as appearing to be interested in any shares
if the Member holding such shares has given to the Company a
notification under the said Section 212 which either:
(i) names such person as being so interested; or
(ii) fails to establish the identities of those interested in the
shares and (after taking into account the said notification and
any relevant Section 212 notification) the Company knows or has
reasonable cause to believe that the person in question is or may
be interested in the shares;
(b) the prescribed period in respect of any particular Member is
twenty-eight days from the date of service of the said notice under
Section 212 except where the default shares represent at least 0.25
per cent. of the class of shares concerned in which case such period
shall be reduced to fourteen days;
(c) a transfer of shares is an approved transfer if but only if:
(i) it is a transfer of shares to an offerer by way or in pursuance
of acceptance of a takeover offer for a company (as defined in
Section 428 of the Companies Act 1985); or
(ii) the Directors are satisfied that the transfer is made pursuant to
a sale of the whole of the beneficial ownership of the shares to
a party unconnected with the Member and with other persons
appearing to be interested in such shares; or
(iii) the transfer results from a sale made through a recognised
investment exchange (within the meaning of the Financial Services
and Markets Act 2000) or any stock exchange outside the United
Kingdom on which the Company's shares are normally traded.
78.5 Nothing contained in this Article shall limit the power of the Board under
Section 216 of the Act.
79. Joint holders
In the case of joint holders of a share the vote of the senior who tenders
a vote, whether in person or by proxy, shall be accepted to the exclusion
of the votes of the other joint holders, and for this purpose seniority
shall be determined by the order in which the names stand in the Register.
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80. Corporate representatives
A corporation being a Member may by resolution of its directors or other
governing body authorise such person as it thinks fit to act as its
representative at any meeting of the Company or of any class of Members of
the Company and the person so authorised 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 of the Company
and shall be deemed to be present in person at any such meeting if a person
so authorised is present thereat.
81. Mental disorder
A Member in respect of whom an order has been made by any Court having
jurisdiction (in the United Kingdom or elsewhere) in matters concerning
mental disorder may at the discretion of the Board vote, whether on a show
of hands or on a poll, by his committee, receiver, curator bonis or other
person appointed by such Court and subject to production of such evidence
of appointment as the Board may require, and such committee, receiver,
curator bonis or other person may vote on a poll by proxy.
82. Objections to and errors in voting
No objection shall be raised to the qualifications of any voter except at
the meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting 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.
83. Voting on a poll
On a poll votes may be given either personally or by proxy and a Member
entitled to more than one vote need not, if he votes, use all his votes or
cast all the votes he uses in the same way. Unless his appointment
otherwise provides, the proxy may vote or abstain at his discretion on any
matter coming before the meeting on which proxies are entitled to vote.
84. Execution of proxies
The appointment of a proxy shall be in writing in any usual common form, or
any other form which the Board may approve, under the hand of the appointor
or of his attorney duly authorised in writing or, if the appointor be a
corporation, either under seal or under the hand of an officer or attorney
duly authorised; or, if permitted by the Board, by Electronic Communication
in the manner and form and subject to such terms and conditions as the
Board may decide. The signature, if any, of such appointment need not be
witnessed.
85. Appointment of proxies
A proxy need not be a Member of the Company. A Member may appoint more than
one proxy to attend on the same occasion. Deposit or (in the case of an
appointment by Electronic Communication) receipt of an appointment of proxy
shall not preclude a Member from attending and voting in person at the
meeting or any adjournment thereof.
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86. Rights of proxies
A proxy shall have the right to demand or to join in demanding a poll and
the right to speak at the meeting.
87. Delivery of proxies
The appointment of a proxy and the power of attorney or other authority (if
any) under which it is signed, or a notarially certified copy of such power
or authority, or a copy certified in accordance with the provisions of the
Powers of Attorney Act, 1971, shall:
87.1 in the case of an appointment not contained in an Electronic Communication,
be deposited at the Office (or such other place in the United Kingdom as
may be specified in the Notice convening the meeting) not less than
forty-eight hours before the time appointed for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to
vote; or
87.2 in the case of an appointment contained in an Electronic Communication,
where an address has been specified for the purpose of receiving Electronic
Communications, for the appointment of proxies or voting by means of proxy
in or by way of note to the notice convening the meeting, or in any other
document sent out by the Company accompanying such notice, or in any
invitation contained in an Electronic Communication to appoint a proxy
issued by the vote, be received at such address not less than 48 hours
before the time appointed for holding the meeting or adjourned meeting at
which the person named in the appointment proposes to vote; or
87.3 in the case of a poll taken subsequently to the date of a meeting or
adjourned meeting be deposited or (in the case of Electronic Communication)
received at such address not less than twenty-four hours before the time
appointed for the taking of the poll and in default the appointment of the
proxy shall not be treated as valid.
88. Two or more appointments of proxy
If two or more valid but differing appointments of a proxy are delivered or
(in the case of Electronic Communication) received in accordance with these
Articles in respect of the same share for use at the same meeting, the one
which is last delivered, or, as the case may be, received as aforesaid
(regardless of its date, its date of sending or the date of its execution)
shall be treated as replacing and revoking the others as regards that
share. If the Company is unable to determine which was delivered or
received last, none of them shall be treated as valid in respect of that
share.
89. Validity of proxies
The appointment of a proxy shall, unless the contrary is stated thereon, be
valid as well for any adjournment of the meeting to which it relates. No
appointment of a proxy shall be valid after the expiration of twelve months
from the date named in it as the date of its execution except at an
adjourned meeting or on a poll demanded at a meeting or adjourned meeting
in cases where the meeting was originally held within twelve months from
that date.
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90. Cancellation of proxy's authority
A vote given (or poll demanded) in accordance with the terms of an
instrument of proxy or in accordance with an Electronic Communication
appointing a proxy, shall be valid notwithstanding the previous death or
insanity of the principal, or revocation of the appointment of proxy or of
the authority under which it was executed, or the transfer of the share in
respect of which the appointment of proxy is given, provided that no
intimation in writing of such death, insanity, revocation or transfer shall
have been received by the Company at the Office before or at such other
place (if any) as is specified for depositing the appointment of proxy or,
where the appointment of the proxy was contained in an Electronic
Communication or was received pursuant to Article 87, at the address at
which such appointment was duly received, at least one hour before the
commencement of the meeting or adjourned meeting, or the taking of the poll
at which the appointment of proxy is used.
91. Written resolutions
Subject to the provisions of the Statutes, a resolution in writing signed
by all the Members for the time being entitled to receive notice of and to
attend and vote at General Meetings (or being corporations by their duly
authorised representatives) shall be as valid and effective as if the same
had been passed at a General Meeting of the Company duly convened and held,
and may consist of two or more documents in like form each signed by one or
more of the Members.
DIRECTORS
92. Number of Directors
Unless and until otherwise determined by the Company in general meeting,
the Directors shall be not less than two.
93. Alternate Directors
93.1 Each Director shall have power to appoint either another Director or any
person approved for that purpose by a resolution of the Board to act as
alternate Director in his place during his absence. A person so appointed
shall (subject to his giving to the Company an address within the United
Kingdom or an address for the purpose of Electronic Communications at which
notices may be served on him) be entitled to receive notices of all
meetings of the Board and, in the absence from the Board of the Director
appointing him, to attend and vote at meetings of the Board, and to
exercise all the powers, rights, duties and authorities of the Director
appointing him. A Director may at any time revoke the appointment of an
alternate appointed by him, and subject to such approval as aforesaid where
requisite appoint another person in his place. The appointment of an
alternate Director shall cease and determine on the happening of any event
which if he was a Director would render him legally disqualified from
acting as a Director or if he has a receiving order made against him or if
he compounds with his creditors generally or if be becomes of unsound mind.
An alternate Director need not hold a share qualification. Any Director
acting as alternate shall have an additional vote for each Director for
whom he acts as alternate but shall count as only one for the purpose of
determining whether a quorum be present. An alternate Director shall ipso
facto cease to be an alternate Director if his appointor ceases for any
reason to be a Director, provided that if any Director retires by rotation
or otherwise but is re-elected at the same meeting, any
29
appointment made by him pursuant to this Article which was in force
immediately before his retirement shall remain in force as though he had
not retired.
93.2 All appointments and removals of an alternate Director shall be effected by
instrument in writing delivered at the Office and signed by the appointor
or at some other address which has been specified by the Board for the
purpose of notifying appointments and removals of alternate Directors by
means of Electronic Communications in and subject to such terms and
conditions, if any, as the Board may decide. In this Article reference to
"in writing" shall include the use of Electronic Communications.
93.3 Every person acting as an alternate Director shall be an officer of the
Company, and shall also be responsible to the Company for his own acts and
defaults, and he shall not be deemed to be the agent of or for the Director
appointing him. The remuneration of any such alternate Director shall be
payable out of the remuneration payable to the Director appointing him, and
shall consist of such portion of the last-mentioned remuneration as shall
be agreed between the alternate and the Director appointing him provided
that such payment be notified to the Company in writing.
94. Directors' fees and expenses
94.1 The Directors shall be paid out of the funds of the Company by way of fees
for their services as Directors such sums (if any) as the Board may from
time to time determine (not exceeding in the aggregate an annual sum of
(pound)1,000,000 or such larger amount as the Company may by ordinary
resolution determine) and such remuneration shall be divided among the
Directors as the Board may by resolution determine or, failing such
determination, equally, except that any Director holding office for less
than a year shall only rank in such division in proportion to the period
during which he has held office during such year. Such remuneration shall
be deemed to accrue from day to day. The Directors (including alternate
Directors) shall also be entitled to be paid their reasonable travelling,
hotel and incidental expenses of attending and returning from meetings of
the Board or committees of the Board or general meetings or otherwise
incurred while engaged on the business of the Company.
94.2 Subject to the Statutes, payment may be made to any one or more Directors
under this Article 94 by the allotment and issue to any such Director of
shares in the capital of the Company on such terms and subject to such
conditions as the Board may determine.
95. Additional remuneration
Any Director who is appointed to any executive office or who serves on any
committee or who devotes special attention to the business of the Company,
or who otherwise performs services which in the opinion of the Board are
outside the scope of the ordinary duties of a Director, may be paid such
extra remuneration by way of salary, percentage of profits or otherwise as
the Board may determine.
96. Other interest of Directors
96.1 Subject to the provisions of the Statutes and provided that he has
disclosed to the Directors the nature and extent of any interest of his, a
Director of the Company may be or become a director or other officer or
other offices, servant or member of or otherwise interested in any company
promoted by the Company or in which the Company may be interested as
30
shareholder or otherwise, and no such Director shall be accountable to the
Company for any remuneration or other benefits received by him as a
director or other officer servant or member of or from his interest in such
other company. The Board may also exercise or procure the exercise of the
voting power conferred by the shares in any other company held or owned by
the Company (and the Directors may exercise any voting rights to which they
are entitled 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 the members of the Board or any of them to be
directors or officers or servants of such other company, and fixing their
remuneration as such, and each Member of the Board may vote as a Director
of the Company in connection with any of the matters aforesaid.
96.2 Subject to the provisions of the Statutes and provided that he has
disclosed to the Directors the nature and extent of any interest of his, a
Director may hold any other office or place of profit under the Company
(except that of Auditor) in conjunction with this office of Director and
may act by himself or through his firm in a professional capacity for the
Company, and in any such case on such terms as to remuneration and
otherwise as the Board may arrange. Any such remuneration shall be in
addition to any remuneration provided for by any other Article. No Director
shall be disqualified by his office from entering into any contract,
arrangement, transaction or proposal with the Company, either with regard
to his tenure of any such other office or place of profit or as vendor,
purchaser or in any other manner whatever. Subject to the Statutes, no such
contract, arrangement, transaction or proposal entered into by or on behalf
of the Company in which any Director or person connected with him is in any
way interested, whether directly or indirectly, shall be liable to be
avoided, nor shall any Director who enters into any such contract,
arrangement, transaction or proposal or who is so interested be liable to
account to the Company for any profit realised by any such contract,
arrangement, transaction or proposal by reason of such Director holding
that office or of the fiduciary relation thereby established.
96.3 A Director who is in any way, whether directly or indirectly, interested in
a contract or arrangement or proposed contract or arrangement with the
Company shall declare the nature of his interest at the meeting of the
Board at which the question of entering into the contract or arrangement is
first taken into consideration, if his interest then exists, or in any
other case at the first meeting of the Board after he becomes so
interested. A general notice to the Board given by a Director to the effect
that he is a member of a specified company or firm and is to be regarded as
interested in all transactions with such company or firm shall be
sufficient declaration of interest under this Article, and after such
general notice it shall not be necessary to give any special notice
relating to any subsequent transaction with such company or firm, provided
that either the notice is given at a meeting of the Board or the Director
giving the same takes reasonable steps to secure that it is brought up and
read at the next Board meeting after it is given. An interest (whether of
his or a connected person, within the meaning of Section 346 of the Act) of
which a Director has no knowledge and of which it is unreasonable to expect
him to have knowledge shall not be treated as an interest of his.
96.4 Save as herein provided, a Director shall not vote in respect of any
contract or arrangement or any other proposal whatsoever in which he has an
interest which (together with any interest of any person connected with him
within the meaning of section 346 of the Act) is to his knowledge a
material interest otherwise than by virtue of his interests in shares or
debentures or other securities of or otherwise in or through the Company. A
Director shall not be counted in the quorum at a meeting in relation to any
resolution on which he is debarred from voting.
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96.5 A Director shall (in the absence of some other material interest 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:
(a) 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;
(b) 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;
(c) any proposal concerning an offer of shares or debentures or other
securities of or by the Company or any of its subsidiaries for
subscription or purchase in which offer he is to be interested as a
participant in the underwriting or sub-underwriting thereof.
(d) any proposal concerning any other company in which he (together with
persons connected with him within the meaning of Section 346 of the
Act) is interested, directly or indirectly and whether as an officer
or shareholder or otherwise howsoever, provided that neither he nor
any person connected with him is the holder of or beneficially
interested in 1 per cent or more of the issued shares of any class of
such company (or of any third company through which his interest is
derived) or of the voting rights of that company;
(e) any proposals concerning the adoption, modification or operation of a
superannuation fund or retirement benefits scheme under which he may
benefit and which has been approved by or is subject to and
conditional upon approval by the Board of Inland Revenue for taxation
purposes;
(f) any proposal concerning the adoption, modification or operation of any
scheme for enabling employees including full time Executive Directors
of the Company and/or any subsidiary to acquire shares of the Company
or any arrangement for the benefit of employees of the Company or any
of its subsidiaries under which the Director benefits in a similar
manner to employees and which does not accord to any Director as such
any privilege or advantage not generally accorded to the employees to
whom the scheme or arrangement relates; and
(g) any proposal concerning (i) insurance which the Company proposes to
maintain or purchase for the benefit of Directors or for the benefit
of persons who include Directors, or (ii) indemnities in favour of
Directors, or (iii) the funding of expenditure by one or more
Directors on defending proceedings against him or them, or (iv) doing
anything to enable such Director or Directors to avoid incurring such
expenditure.
96.6 A Director shall not vote or be counted in the quorum on any resolution
concerning his own appointment as the holder of any office or place of
profit with the Company or any company in which the Company is interested
including fixing or varying the terms of his appointment or the termination
thereof.
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96.7 Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more
Directors to offices or employments with the Company or any company in
which the Company is interested, such proposals may be divided and
considered in relation to each Director separately and in such case each of
the Directors concerned (if not otherwise debarred from voting under these
Articles) shall be entitled to vote (and be counted in the quorum) in
respect of each resolution except that concerning his own appointment.
96.8 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.
96.9 The Company may by ordinary resolution suspend or relax the provisions of
Articles 96.1 to 96.8 to any extent or ratify any transaction not duly
authorised by reason of a contravention of such Articles.
97. Directors' shareholding qualification
A Director shall not be required to hold any shares of the Company as a
qualification for office, but nevertheless shall be entitled to attend and
speak (but not to vote) at any general meeting of, or at any separate
meeting of the holders of any class of shares in, the Company.
DISQUALIFICATION OF DIRECTORS
98. Vacation of a Director's office
The office of a Director shall be vacated in any of the following events,
namely:
98.1 if he ceases to be a Director by virtue of section 293 of the Act;
98.2 if a bankruptcy order is made against him or he makes any arrangement or
composition with his creditors generally or applies to the Court for an
interim order under Section 25.3 of the Insolvency Act 1986 in connection
with a voluntary arrangement under that Act;
98.3 if he becomes prohibited by law from acting as a Director;
98.4 if, in England or elsewhere, an order is made by any court claiming
jurisdiction in that behalf on the ground (however formulated) of mental
disorder for his detention or for the appointment of a guardian or receiver
or other person to exercise powers with respect to his property or affairs;
98.5 if he resigns his office by notice in writing to the Company or offers to
resign and the Directors resolve to accept such offer;
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98.6 if, not having leave of absence from the Directors, he and his alternate
(if any) fail to attend the meetings of the Directors for six successive
months, unless prevented by illness, unavoidable accident or other cause
which may seem to the Directors to be sufficient, and the Directors resolve
that his office be vacated;
98.7 if, by notice in writing delivered to or received at the Office or at some
other address specified for the purpose of Electronic Communications or
tendered at a meeting of the Directors, his resignation is requested by all
of the other Directors (but so that this shall be without prejudice to any
claim such Director may have for damages for breach of any contract of
service between him and the Company). In this Article 98.7 references to
"in writing" shall include the use of Electronic Communications delivered
to an address which has been specified by the Directors for the purpose of
receiving such resignation request by means of Electronic Communications
and subject to such terms and conditions, if any, as the Directors may
decide.
POWERS AND DUTIES OF DIRECTORS
99. Powers of the Company vested in the Directors
The business of the Company shall be managed by the Board, which may
exercise all such powers of the Company as are not by the Act or by these
Articles required to be exercised by the Company in general meeting,
subject nevertheless to the provisions of these Articles and of the Act and
to such regulations, being not inconsistent with such provisions, as may be
prescribed by the Company in general meeting, but no regulations made by
the Company in general meeting shall invalidate any prior act of the Board
which would have been valid if such regulations had not been made. The
general powers given by this Article shall not be limited or restricted by
any special authority or power given to the Board by any other Article.
100. Local boards
The Board may establish any local boards or agencies for managing any of
the affairs of the Company, either in the United Kingdom or elsewhere, and
may appoint any persons to be members of such local boards, or any managers
or agents, and may fix their remuneration, and may delegate to any local
board, manager or agent any of the powers, authorities and discretions
vested in the Board, with power to sub-delegate, and may authorise the
members of any local board or any of them to fill any vacancies therein and
to act notwithstanding vacancies, and any such appointment or delegation
may be made upon such terms and subject to such conditions as the Board may
think fit, and the Board may 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.
101. Attorneys
The Board may by power of attorney appoint any company, firm or person or
any fluctuating body of persons, whether nominated directly or indirectly
by the Board, to be the attorney or attorneys of the Company for such
purposes and with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the Board under these Articles) and for
such period and subject to such conditions as it may think fit, and any
such power of attorney may contain such provisions for the protection and
convenience of persons dealing
34
with any such attorney as the Board may think fit, and may also authorise
any such attorney to sub-delegate all or any of the powers authorities and
discretions vested in him.
102. Official Seal
The Company may exercise the powers conferred by the Statutes with regard
to having an official seal for use abroad and with regard to having an
official seal for sealing and evidencing securities, and such powers shall
be vested in the Board.
103. Overseas branch register
The Company may exercise the powers conferred by the Statutes with regard
to the keeping of an Overseas Branch Register, and the Board may (subject
to the provisions of the Statutes) make and vary such regulations as it may
think fit respecting the keeping of any such register.
104. Signing of cheques etc
All cheques, promissory notes, drafts, bills of exchange and other
negotiable and transferable instruments and all receipts for moneys paid to
the Company shall be signed, drawn, accepted, endorsed or otherwise
executed, as the case may be, in such manner as the Board shall from time
to time determine.
105. Minutes
105.1 The Board shall cause minutes to be made in books provided for the
purpose:
(a) of all appointments of officers made by the Board;
(b) of the names of the Directors present at each Board or committee
meeting;
(c) of all resolutions and proceedings at all meetings of the Company and
of the Board and of any committees of the Board.
105.2 Any such minute as aforesaid in Article 105.1 above, if purporting to be
signed by the Chairman of the meeting at which the proceedings took place,
or by the Chairman of the next succeeding meeting, shall be receivable as
prima facie evidence of the matters stated in such minutes without any
further proof. It shall not be necessary for members of the Board present
at any meeting of the Board to sign their names in the minute book or other
book kept for recording attendance.
BORROWING POWERS
106. Directors' borrowing powers and restrictions on borrowing
106.1 Subject to the provisions, of the Statutes, the Board may exercise all the
powers of the Company to borrow or raise money as they think necessary for
the purposes of the Company. The aggregate amount at any time owing by the
Company and/or its non-banking subsidiary undertakings (as hereinafter
defined) in respect of moneys borrowed by it or them or any of them
(inclusive of moneys borrowed by the Company or a non-banking subsidiary
35
undertaking from a banking subsidiary undertaking but exclusive of moneys
borrowed by the Company from a non-banking subsidiary undertaking and
exclusive of moneys borrowed by a non-banking subsidiary undertaking from
another non-banking subsidiary undertaking or from the Company) shall not
at any time, without the previous sanction of the Company in general
meeting, exceed whichever shall be the greater of (pound)150 million and a
sum equal to three times the aggregate of:
(a) the nominal capital of the Company for the time being issued and paid
up;
(b) the share premium of the Company;
(c) other amounts standing to the credit of the consolidated capital and
reserves (including but not limited to the capital redemption reserve,
the revaluation reserve, other reserves and the profit and loss
account); and
(d) minority interests;
all as shown in a consolidation of the then latest audited Balance
Sheets of the Company and each of its non-banking subsidiary
undertakings but after:
(i) making such adjustments as may be appropriate in respect of any
variation in the issued and paid-up share capital, the Share
Premium Account and the Capital Redemption Reserve of the Company
since the date of its latest audited Balance Sheet;
(ii) deducting therefrom:
(A) an amount equal to any distribution by the Company or its
non-banking subsidiary undertakings out of profits earned
prior to the date of the latest audited consolidated Balance
Sheet and which has been declared, recommended or made since
that date except so far as provided for in such Balance
Sheet or to the extent that a distribution from a
non-banking subsidiary undertaking is received by the
Company or another non-banking subsidiary undertaking;
(B) all intangible assets other than goodwill; and
(C) any debit balance on any consolidated reserve to the extent
that such amount has not already been deducted from the
reserves of the Company and its non-banking subsidiary
undertakings;
(iii) adding thereto the total aggregate amount of any sums which have
been charged to reserves in the said consolidation of the then
latest audited Balance Sheets of the Company and each of its
non-banking subsidiary undertakings in respect of goodwill
arising (whether on consolidation or otherwise) as a result of
the acquisition of any asset by the Company or its non-banking
subsidiary undertakings (a "relevant asset") after deducting
therefrom a sum equal to the aggregate of the amounts of any
permanent diminution in value of any of the relevant assets; and
36
(iv) making such other adjustments as the Auditors for the time being
of the Company consider appropriate.
106.2 A report by the Auditors for the time being of the Company as to the
aggregate amount which may at any one time in accordance with the
provisions of this Article 106.2 be owing by the Company and its
non-banking subsidiary undertakings, without such sanction as aforesaid
shall be conclusive in favour of the Company and all persons dealing with
the Company.
106.3 No such sanction shall be required to the borrowing of any sum of money
intended to be applied within six months after such borrowing in the
repayment (with or without premium) of any moneys then already borrowed and
outstanding notwithstanding that the same may result in such limit being
exceeded. In calculating the amount of "moneys borrowed" for the purpose of
this Article there shall be deducted the amount of the cash and short-term
deposits and cash equivalents of the Company and its non-banking subsidiary
undertakings (other than any borrowed moneys permitted by this Article and
any cash, short-term deposits and cash equivalents held or made in the
capacity of a trustee of, or for or on behalf of, any other person or
persons). For the purpose of this Article "cash equivalents" means short
term, highly liquid investments that are readily convertible into known
amounts of cash and which are purchased as part of cash management
activities to earn interest or similar income rather than to make
investment gains.
106.4 No lender or other person dealing with the Company shall be concerned to
see or enquire whether the said limit is observed and no debt incurred or
security given in excess of such limit shall be invalid or ineffectual
except in the case of express notice to the lender or the recipient of the
security at the time the debt or the security was incurred that the limit
hereby imposed had been or was thereby exceeded.
106.5 The Board shall take all necessary steps (including the exercise of all
voting and other rights or powers of control exercisable by the Company in
relation to its subsidiary undertakings) for securing that the aggregate
amount at any one time outstanding in respect of moneys borrowed by all or
any of the non-banking subsidiary undertakings of the Company, exclusive as
aforesaid, shall never (without such sanction as aforesaid) when added to
the amount (if any) for the time being owing in respect of moneys borrowed
by the Company, exclusive as aforesaid, exceed the said limit.
106.6 In this Article 106, the expressions following shall have the meanings
hereinafter mentioned, that is to say:
"subsidiary undertaking" means a company which is for the time being a
subsidiary undertaking of the Company as that expression is defined by
Statutes;
"non-banking subsidiary undertaking" means a subsidiary undertaking of the
Company which is not a banking subsidiary undertaking as hereinafter
defined; and
"banking subsidiary undertaking" means any subsidiary undertaking which is
a bank authorised under the Financial Services and Markets Act 2000 or
other subsidiary undertaking the major part of the business of which for
the time being consists of the lending of money and/or the taking of
deposits and/or the holding of the equity share capital of any
37
such subsidiary undertaking and/or the co-ordination of the activities of
such subsidiary undertaking.
106.7 The Board may borrow or raise any such money as aforesaid upon or by the
issue or sale of any bonds, debentures or securities, and upon such terms
as to the time of repayment, rate of interest, price of issue or sale,
payment of premium or bonus upon redemption or repayment or otherwise as
they may think proper including a right for the holder of bonds, debentures
or securities to exchange the same for shares in the Company of any class
authorised to be issued.
106.8 Subject as aforesaid the Board may secure or provide for the payment of
any moneys to be borrowed authorised by a mortgage of or charge upon all or
any part of the undertaking or property of the Company, both present and
future, and upon any capital remaining unpaid upon the shares of the
Company whether called up or not, or by any other security, and the Board
may confer upon any mortgagee or person in whom any debenture or security
is vested such rights and powers as they think necessary or expedient, and
they may vest any property of the Company in trustees for the purpose of
securing any moneys so borrowed or raised, and confer upon the trustees or
any receiver to be appointed by them or by any debenture-holder such rights
and powers as the Board may think necessary or expedient in relation to the
undertaking or property of the Company, or the management of the
realisation thereof or the making, receiving or enforcing of calls upon the
Members in respect of unpaid capital, and otherwise, and may make and issue
debentures to trustees for the purpose of further security, and any such
trustees may be remunerated.
106.9 The Board may give security for the payment of any moneys payable by the
Company in like manner as for the payment of money borrowed or raised, but
in such case the amount shall for the purposes of the above limitation be
reckoned as moneys borrowed.
PROCEEDINGS OF THE BOARD
107. Board meetings and participation
107.1 The Board may meet together for the despatch of business, adjourn and
otherwise regulate its meetings as it thinks fit. Questions arising at any
meeting shall be determined by a majority of votes. In case of an equality
of votes the Chairman shall have a second or casting vote. A Director may
and the Secretary on the requisition of a Director shall at any time summon
a Board meeting.
107.2 The Directors shall be deemed to meet together if, being in separate
locations, they are nonetheless linked by conference telephone or other
communication equipment which allows those participating to hear and speak
to each other, and a quorum in that event shall be two Directors so linked.
108. Quorum at Board meetings
The quorum necessary for the transaction of the business of the Board may
be fixed by the Board and unless so fixed at any other number shall be two.
109. Notice of Board meetings
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Notice of a Board Meeting shall be deemed to be duly given to a Director
whether it is given to him personally or by word of mouth or sent in
writing to him at his last known address or any other address given by him
to the Company for this purpose. In this Article, references to "in
writing" include the use of Electronic Communication delivered to an
address which has been specified by a Director for the purpose of his
receiving notices of Board Meetings by means of Electronic Communications
subject to such terms and conditions, if any, as the Board may decide.
110. Directors below minimum
The continuing Directors may act notwithstanding any vacancy in their body,
but if and so long as their number be reduced below the minimum number
fixed by or in accordance with these Articles, the continuing Director may
act for the purpose of filling up vacancies in the Board or for summoning
general meetings of the Company but not for any other purpose, and may act
for either of the purposes aforesaid notwithstanding that the number of
Directors is reduced below the number fixed as the quorum by or in
accordance with these Articles. If there be no Directors or Director able
or willing to act, then any two Members may summon a general meeting for
the purpose of appointing Directors.
111. Appointment of Chairman and deputy-Chairman of meetings
The Board may elect a Chairman and deputy-Chairman of its meetings and
determine the period for which they are respectively to hold office. If no
such Chairman or deputy-Chairman be elected, or if at any meeting neither
the Chairman nor the deputy-Chairman be present within five minutes after
the time appointed for holding the same, Directors present may choose one
of their number to be Chairman of the meeting. If at any time there is more
than one deputy-Chairman, the right in the absence of the Chairman to
preside at a meeting of the Directors or of the Company shall be determined
as between the deputy-Chairmen present (if more than one) by seniority in
length of appointment or otherwise as resolved by the Directors.
112. Board meetings
A meeting of the Board at which a quorum is present shall be competent to
exercise all powers and discretions for the time being exercisable by the
Board.
113. Delegation of Board's powers to committees
113.1 The Board may delegate any of its powers to committees, whether consisting
of a member or members of its body or not, as it thinks fit. Any such
committee shall, unless the Directors otherwise resolve, have the power to
sub-delegate to sub-committees any of the powers or directions delegated to
it. Insofar as any such power or discretion is delegated to a committee or
sub-committee, any reference in these Articles to the exercise by the
Directors of the power or discretion so delegated shall be read and
construed as if it were a reference to the exercise thereof by such
committee or sub-committee. Any committee or sub-committee so formed shall,
in the exercise of the powers so delegated, conform to any regulations that
may be imposed on it by the Board.
113.2 The meetings and proceedings of any committee consisting of two or more
members shall be governed by the provisions herein contained for regulating
the meetings and proceedings of
39
the Board so far as the same are applicable and are not superseded by any
regulations imposed by the Board under the last preceding Article.
114. Written resolution of Directors
A resolution in writing signed by all the Directors entitled to receive
notice of a meeting of the Board or by all the members of a committee for
the time being shall be as valid and effectual as a resolution passed at a
meeting of the Board or, as the case may be, of such committee duly called
and constituted. Such resolution may be contained in one document or in
several documents in like form each signed by one or more of the Directors
or members of the committee concerned PROVIDED THAT such a resolution need
not be signed by an alternate Director if it is signed by the Director who
appointed him.
115. Validity of Directors' acts
All acts done by the Board or any committee or by any person acting as a
Director, notwithstanding it be afterwards discovered that there was some
defect in the appointment or continuance in office of any such Director or
person acting as aforesaid or that any of them was disqualified from
holding office or not entitled to vote, or that they or any of them had
vacated office, shall be as valid as if every such person had been duly
appointed, was qualified, had continued to be a Director and was entitled
to vote.
ROTATION OF BOARD
116. Retirement from the Board
116.1 Each Director shall retire at the annual general meeting held in the third
calendar year following the year in which he was elected or last re-elected
but, unless he falls within Article 116.2 below, he shall be eligible for
re-election. . A Director retiring at a meeting shall retain office until
the close or adjournment of the meeting.
116.2 A Director shall also retire at any annual general meeting if he has
agreed to do so (whether in accordance with the terms of his appointment or
otherwise) and unless the Directors have agreed otherwise, he shall not be
eligible for re-election.
117. Election to the Board
Subject to Article 118 the Company at the meeting at which a Director
retires in manner aforesaid may fill up the vacated office by electing a
person thereto unless at such meeting it is expressly resolved not to fill
up such vacated office.
118. Appointment of Directors by separate resolution
A single resolution for the appointment of two or more persons as Directors
shall not be put at any general meeting, unless a resolution that it shall
be so put has first been agreed to by the meeting without any vote being
given against it.
119. Persons eligible for appointment
40
No person, other than a Director retiring at the meeting, shall, unless
recommended by the Board, be eligible for election to the office of a
Director at any general meeting unless, not less than seven and not more
than twenty-one clear days before the day appointed for the meeting, there
shall have been given to the Secretary notice in writing by some Member
duly qualified to be present and vote at the meeting for which such notice
is given of his intention to propose such person for election and also
notice in writing signed by the person to be proposed of his willingness to
be elected.
120. Automatic re-election
If at any meeting at which an election of Directors ought to take place the
place of any retiring Director is not filled up, such Director, if offering
himself for re-election, shall be deemed to have been re-elected unless (i)
at such meeting it be expressly resolved not to fill up such place; or (ii)
a motion that he be re-elected is put to the meeting and defeated; or (iii)
such Director is ineligible for re-election.
121. Increase and reduction in number of Directors
The Company in general meeting may from time to time increase or reduce the
number of Directors and may also determine in what rotation such increased
or reduced number is to go out of office.
122. Casual vacancies and additional powers of Directors - powers of the Company
Subject as aforesaid, the Company may from time to time by ordinary
resolution appoint a person who is willing to be a Director either to fill
a casual vacancy or as an additional Director.
123. Casual vacancies and additional Directors - powers of Directors
Without prejudice to the power of the Company in general meeting in
pursuance of any of the provisions of these Articles to appoint any person
to be a Director, the Board shall have power at any time and from time to
time to appoint any person (subject to the Statutes) to be a Director,
either to fill a casual vacancy or as an addition to the existing Board,
but so that the total number of Directors shall not at any time exceed the
maximum number fixed by or in accordance with these Articles. Any Director
so appointed shall hold office only until the dissolution of the next
following annual general meeting unless he is re-elected during that
meeting.
124. Power of removal by ordinary resolution
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 the Company and such Director. Such
removal shall be without prejudice to any claims such Director may have for
damages for breach of any contract of service between him and the Company.
The Company may (subject to Article 118 or to the provisions of the
Statutes as the case may be) by an ordinary resolution appoint another
person in his stead.
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125. Appointment of replacement Director
Subject to Article 118, the Company may by ordinary resolution appoint
another person in place of a Director removed from office under the
immediately proceeding Article.
MANAGING AND EXECUTIVE DIRECTORS
126. Appointment of executive Directors
126.1 Subject to the Statutes the Board may from time to time appoint one or
more of its body to the office of Executive Chairman, Managing Director or
Assistant Managing Director or to such other executive office for such
period and upon such terms as it thinks fit and subject to the provisions
of any agreement entered into in any particular case, may revoke such
appointment. Such appointment of a Director shall (without prejudice to any
claim he may have for damages for breach of any contract of service between
him and the Company) ipso facto determine if he ceases from any cause to be
a Director.
126.2 The appointment of any Director to the office of Chairman or
deputy-Chairman or Managing Director or Assistant Managing Director shall
automatically determine if he ceases to be a Director but without prejudice
to any claim for damages for breach of any contract of service between him
and the Company.
126.3 The appointment of any Director to any other executive office shall not
automatically determine if he ceases, for whatever reason, to be a
Director, unless the contract or resolution under which he holds office
shall expressly state otherwise, in which event such determination shall be
without prejudice to any claim for damages for breach of any contract of
service between him and the Company.
127. Powers of Executive Directors
127.1 The Board may entrust to and confer upon an Executive Chairman, Managing
Director, Assistant Managing Director or other Director holding executive
office any of the powers exercisable by it upon such terms and conditions
and with such restrictions as it thinks fit, and either collaterally with
or to the exclusion of its own powers, and may from time to time (subject
to the terms of any agreement entered into in any particular case) revoke,
withdraw, alter or vary all or any of such powers.
127.2 The Board shall adopt terms of reference setting out the division of
responsibilities between the roles of Chairman and Chief Executive from
time to time.
SECRETARY
128. Appointment and removal of the Secretary
Subject to the Statutes, the Secretary shall be appointed by the Board for
such term, at such remuneration and upon such conditions as it may think
fit; and any Secretary so appointed
42
may be removed by the Board. No person shall be appointed or hold office as
Secretary who is:
128.1 the sole Director of the Company; or
128.2 a corporation the sole director of which is the sole Director of the
Company; or
128.3 the sole director of a corporation which is the sole Director of the
Company.
129. Assistant or Deputy Secretary
The Board may from time to time if there is no Secretary or no Secretary
capable of acting by resolution appoint any person to be an assistant or
deputy Secretary to exercise the functions of the Secretary.
130. Capacity
A provision of the Act or these Articles requiring or authorising a thing
to be done by or to a Director and the Secretary shall be satisfied by its
being done by or to the same person acting both as Director and as, or in
the place of, the Secretary.
PENSIONS AND ALLOWANCES
131. Power to award pensions, annuities, etc
The Board may exercise all the powers of the Company to give or award
pensions, annuities, gratuities and superannuation or other allowances or
benefits to any persons who are or have at any time been Directors of or
employed by or in the service of the Company or its predecessors in
business or of any company which is a subsidiary or subsidiary undertaking
of or related to or associated with the Company or any such subsidiary or
subsidiary undertaking and to the wives, widows, children and to the
relatives and dependants of any such persons and to any person who is
otherwise connected or related thereto and may establish, maintain,
support, subscribe to and contribute to all kinds of Schemes, Trusts and
Funds (whether contributory or non-contributory) for the benefit of such
persons as are hereinbefore referred to or any of them or any class of
them, and so that any Director shall be entitled to receive and retain for
his own benefit any such pension, annuity, gratuity, allowance or other
benefit (whether under any such fund or scheme or otherwise).
132. Power to purchase and maintain insurance
132.1 Without prejudice to any other provisions of these Articles, the Directors
may exercise all the powers of the Company to purchase and maintain
insurance for or for the benefit of any persons who are or were at any time
Directors, officers, employees or Auditors of the Company, or of any other
body (whether or not incorporated) which is or was its parent undertaking
or subsidiary undertaking or another subsidiary undertaking of any such
parent undertaking (together "Group Companies") or otherwise associated
with the Company or any Group Company or in which the Company or any such
Group Company has or had any interest, whether direct or indirect, or of
any predecessor in business of any of the foregoing, or who are or were at
any time trustees of (or directors of trustees of) any pension,
superannuation or similar fund, trust or scheme or any employees' share
scheme or other
43
scheme or arrangement in which any employees of the Company or of any such
other body are interested, including (without prejudice to the generality
of the foregoing) insurance against any costs, charges, expenses, losses or
liabilities suffered or incurred by such persons in respect of any act or
omission in the actual or purported execution and/or discharge of their
duties and/or the exercise or purported exercise of their powers and
discretions and/or otherwise in relation to or in connection with their
duties, powers or offices in relation to the Company or any such other
body, fund, trust, scheme or arrangement.
THE SEAL
133. Use of seal
133.1 Neither the Seal nor any official seal kept under Section 40 of the
Companies Act 1985 shall be affixed to any instrument except in the
presence or by the authority of at least two Directors or at least one
Director and the Secretary and such Directors or Director and Secretary
shall sign every instrument to which either is so affixed in their presence
or by their authority except that all forms of certificate for shares stock
or debentures or representing any other form of security may be issued and
sealed by the Registrars of the Company if there shall be in force a
resolution of the Board to this effect and all forms of certificates shall
bear the autographic signatures of one or more Directors and the Secretary
unless there shall be for the time being in force a resolution of the Board
that the same need not be signed or countersigned by any person (in which
event no signature or counter signature shall be required) and such
signatures may if the Board so resolves be affixed by mechanical means.
133.2 Where the Statutes so permit, any instrument signed by one Director and
the Secretary or by two Directors and expressed to be executed by the
Company shall have the same effect as if executed under the Seal, provided
that no instrument shall be so signed which makes it clear on its face that
it is intended by the person or persons making it to be a deed without the
authority of the Board or of a committee authorised by the Board in that
behalf. The Board may by resolution determine that such signatures or
either of them shall be affixed by some method or system of mechanical or
electronic means.
133.3 The Board may obtain such number of devices for affixing the Seal or any
official seal kept pursuant to Section 40 of the Companies Act 1985 to any
instrument as they shall think necessary or expedient and may in particular
deliver such a device to any Registrars of the Company whether in the
United Kingdom or abroad, provided that the Board shall provide for the
safe custody of the Seal and any official seal kept pursuant to section 40
of the Companies Act 1985 and shall take such steps as may appear necessary
to prevent any unauthorised use of any such device.
DIVIDENDS
134. Declarations of dividends by Company
The Company in general meeting may from time to time declare dividends to
be paid to the Members according to their rights and interests in the
profits, but no dividend shall be declared in excess of the amount
recommended by the Board and no dividend shall be paid otherwise than out
of profits available for distribution under the provisions of the Statutes.
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135. Calculation of dividends
Subject to the rights of persons if any, entitled to shares with any
priority, preference or special rights as to dividend, all dividends shall
be declared and paid according to the amounts paid up on the shares in
respect whereof the dividend is paid, but no amount paid up on a share in
advance of calls shall be treated for the purposes of this Article as paid
up on the share. All dividends shall be apportioned and paid pro rata
according to the amounts paid up on the shares during any portion or
portions of the period in respect of which the dividend is paid; but if a
share be issued on terms providing that it shall rank for dividend as from
a particular date, such share shall rank for dividend accordingly.
136. Payment of interim and fixed dividends by the Board
The Board may from time to time pay to the Members such interim dividends
as appear to the Board to be justified by the profits of the Company; the
Board may also pay the fixed dividend payable on any shares of the Company
half-yearly or otherwise on fixed dates, whenever such profits, in the
opinion of the Board, justify that course. Provided the Directors act in
good faith they shall not incur any liability to the holders of any shares
for any loss they may suffer by the lawful payment, on any other class of
shares having rights ranking after or pari passu with those shares, of any
such fixed or interim dividend as aforesaid.
137. Deductions of amounts due on shares and waiver of dividends
The Board may deduct from any dividend payable to any Member all sums of
money (if any) presently payable by him to the Company on account of calls
or otherwise.
138. Interest
No dividend or other moneys payable on or in respect of a share shall bear
interest against the Company. No dividend or interim dividend shall be paid
otherwise than in accordance with the provisions of the Statutes which
apply to the Company.
139. Forfeiture of dividends
All dividends, interest and other sums unclaimed for one year after having
been declared may be invested or otherwise made use of by the Directors for
the benefit of the Company until claimed. All dividends, interest and other
sums unclaimed for a period of twelveyears after having been declared shall
be forfeited and shall revert to the Company. The payment of any unclaimed
dividend, interest or other moneys payable by the Company on or in respect
of any share into a separate account shall not constitute the Company a
trustee thereof.
140. Payment procedure
140.1 Every dividend shall be paid (subject to the Company's lien) to those
Members who shall be on the Register at the date fixed by the Directors for
the purpose of determining the persons entitled to such dividend (whether
the date of payment or some other date) notwithstanding any subsequent
transfer or transmission of shares.
140.2 Any dividend, interest or other sum payable in cash to the holder of
shares may be paid by direct debit, bank transfer, (subject always, in the
case of uncertificated shares, to the
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facilities and requirements of the relevant system concerned, where payment
is to be made by means of such system), cheque, warrant or money order and
the same may be remitted by post addressed to the holder at his registered
address or, in the case of joint holders, addressed to the holder whose
name stands first on the Register in respect of the shares, or to such
person and such address as the holder or joint holders may in writing
direct, and the Company shall not be responsible for any loss of any such
cheque, warrant or order. Every such cheque, order or warrant shall, unless
the holder or joint holders otherwise direct, be made payable to the order
of the registered holder or, in the case of joint holders, to the order of
the holder whose name stands first on the Register in respect of such
shares and the payment of such cheque, warrant or order shall be a good
discharge to the Company. Any one or two or more joint holders may give
effectual receipts for any dividends or other moneys payable in respect of
the shares held by such joint holders. If on two consecutive occasions
cheques, warrants or orders in payment of dividends or moneys payable in
respect of any share have been sent through the post in accordance with the
provisions of this Article but have been returned, undelivered or left
uncashed during the periods which the same are valid, the Company need not
thereafter dispatch further cheques or warrants in payment of dividends or
other moneys payable in respect of the share in question until the Member
or other person entitled thereto shall have communicated with the Company
or has supplied in writing to the Office an address for the purpose.
141. Dividends other than in cash
Any general meeting declaring a dividend may, upon the recommendation of
the Board, direct payment or satisfaction , of such dividend wholly or in
part by the distribution of specific assets, and in particular of paid-up
shares or debentures of any other company, and the Board shall give effect
to such direction, and where any difficulty arises in regard to such
distribution the Board may settle it as it thinks expedient, and in
particular may issue fractional certificates and fix the value for
distribution of any 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 secure equality of distribution and may
vest any such specific assets in trustees upon trust for the persons
entitled to the dividend as may seem expedient to the Board.
142. Establishment of reserve
The Board may before recommending any dividend set aside out of the profits
of the Company such sums as it thinks proper as a reserve or reserves which
shall, at the discretion of the Board, be applicable for any purpose to
which the profits of the Company may be properly applied and pending such
application may, at the like discretion either be employed in the business
of the Company or be invested in such investments as the Board may from
time to time think fit. The Board may divide the reserve into such special
funds as they think fit, and may consolidate into one fund any special
funds or any parts of any special funds into which the reserve may have
divided as they think fit. The Board may also without placing the same to
reserve carry forward any profits which it may think prudent not to divide.
143. Waiver of dividend
The waiver in whole or in part of any dividend on any share shall be
effective only if such waiver is in writing (whether or not executed as a
deed) signed by the shareholder (or the person entitled to the share in
consequence of the death or bankruptcy of the holder or
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otherwise by operation of law) and delivered to the Company and if or to
the extent that the same is accepted as such or acted upon by the Company.
CAPITALISATION OF PROFITS
144. Power to capitalise
Subject to the provisions of Article 145, the Board may capitalise any part
of the amount for the time being standing to the credit of any of the
Company's reserve accounts (including any share premium account and capital
redemption reserve) or to the credit of the profit and loss account (in
each case, whether or not such amounts are available for distribution), and
appropriate the sum resolved to be capitalised either:
144.1 to the holders of shares on the Register at the close of business on such
date as may be specified in the resolution of the general meeting granting
authority for such capitalisation who would have been entitled thereto if
distributed by way of dividend and in the same proportions; or
144.2 to such number of the holders of shares who may, in relation to any
dividend or dividends, validly accept (whether before or after the date of
adoption or alteration of this Article) an offer or offers on such terms
and conditions as the Board may determine (and subject to such exclusions
or other arrangements as the Board may consider necessary or expedient to
deal with legal or practical problems in respect of overseas shareholders
or in respect of shares held by a depositary or its nominee) to receive new
shares, credited as fully paid, in lieu of the whole or any part of any
such dividend or dividends (any such offer being called a "Scrip Dividend
Offer");
and the Board shall apply such sum on their behalf either in or towards
paying up any amounts, if any, for the time being unpaid on any shares held
by such holders respectively or in paying up in full at par unissued shares
or debentures of the Company to be allotted credited as fully paid up to
such holders (where Article 144.1 applies, in the proportion aforesaid), or
partly in the one way and partly in the other.
145. Authority required
145.1 The authority of the Company in general meeting shall be required for the
Board to implement any Scrip Dividend Offer (which authority may extend to
one or more offers) and may be given at any time, whether before or after
the making or any acceptance of the Scrip Dividend Offer.
145.2 The authority of the Company in general meeting shall be required for any
capitalisation pursuant to Article 144.1 above.
145.3 A share premium account and a capital redemption reserve and any other
amounts which arc not available for distribution (and, in the case of a
Scrip Dividend Offer, any other reserve and the profit and loss account)
may, for the purposes of Article 144, only be applied in the paying up of
unissued shares to be allotted to holders of shares of the Company credited
as fully paid (and, in the case of any Scrip Dividend Offer, such shares
shall be allotted in accordance with the terms of such Offer).
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146. Provision for fractions etc
Whenever a capitalisation requires to be effected, the Board may do all
acts and things which they may consider necessary or expedient to give
effect thereto, with full power to the Board to make such provision as they
think fit for the case of shares or debentures becoming distributable in
fractions (including provisions whereby fractional entitlements are
disregarded or the benefit thereof accrues to the Company rather than to
the Members concerned) and also to authorise any person to enter on behalf
of all Members concerned into an agreement with the Company providing for
any such capitalisation and matters incidental thereto and any agreement
made under such authority shall be effective and binding on all concerned.
ACCOUNTS
147. Accounting records to be kept
The Board shall cause accounting records to be kept in accordance with the
Statutes.
148. Location of accounting records
The accounting records shall be kept at the Office or, subject to the
Statutes, at such other place or places as the Board may think fit and
shall always be open to the inspection of the Directors and other officers
of the Company. No Members (other than a Director or other officer) shall
have any right of inspecting any account or book or document of the Company
except as conferred by law or ordered by a court of competent jurisdiction
authorised by the Board.
149. Power to extend inspection to Members
The Board shall from time to time, in accordance with the Statutes, cause
to be prepared and to be laid before the Company in general meeting such
profit and loss accounts, balance sheets, group accounts (if any) and
reports as are referred to in the Statutes.
150. Inspection of accounting records
A printed copy of every balance sheet and profit and loss account
(including every document required by law to be annexed thereto) which is
to be laid before the Company in general meeting and of the Directors' and
Auditors' reports shall (in accordance with and subject as provided by the
Statutes) not less than twenty-one days before the date of the meeting be
sent to every Member (whether or not he is entitled to receive notices of
general meetings of the Company) and to every holder of debentures of the
Company (whether or not he is so entitled) and to every other person who is
entitled to receive notices of general meetings of the Company under these
Articles or the Statutes, provided that this Article shall not require a
copy of these documents to be sent to any person of whose address the
Company is not aware or to more than one of the joint holders of any shares
or debentures and provided further that a summary financial statement may
be sent to Members instead of such balance sheet, profit and loss account,
annexures and reports insofar as permitted under the Statutes. To the
extent permitted by the Statutes and agreed by the Member, the documents
referred to in this Article may be sent by Electronic Communication.
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AUDIT
151. Appointment of Auditors
Auditors shall be appointed and their duties regulated in accordance with
the Statutes. Subject to the provisions of the Statutes, all acts done by
any person acting as an Auditor shall, as regards all persons dealing in
good faith with the Company, be valid, notwithstanding that there was some
defect in his appointment or that he was at the time of his appointment not
qualified for appointment or subsequently became disqualified.
NOTICES
152. Service of notice
Any notice or other document may be served by the Company on any Member
either personally or by sending it through the post in a prepaid letter
addressed to such Member at his registered address as appearing in the
Register or at any other address in the United Kingdom which the Member
shall have given in writing to the Company as his address for service or by
giving it using Electronic Communications to an address for the time being
notified for that purpose to the Company by the Member in a manner
specified by the Board or as otherwise permitted by the Statutes. In the
case of joint holders of a share, all notices shall be given to that one of
the joint holders whose name stands first in the Register, and notice so
given shall be sufficient notice to all the joint holders.
153. Members resident abroad
Any Member described in the Register by an address not within the United
Kingdom who shall, from time to time, give to 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 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 even if he has supplied an address for the purposes of
receiving Electronic Communications.
154. Curtailment of postal service
If at any time by reason of the suspension or any curtailment of postal
services in the United Kingdom or of Electronic Communications Systems the
Company is unable effectively to convene a general meeting by notices sent
through the post or (in the case of those Members in respect of whom an
address has for the time being been notified to the Company, in the manner
specified by the Board, for the purpose of giving notices by Electronic
Communication) by Electronic Communication, a general meeting may be
convened by a notice advertised on the same date in at least two daily
newspapers with appropriate circulation and such notice shall be deemed to
have been duly served on all Members entitled thereto at noon on the day
when the advertisement appears. In any such case the Company shall send
confirmatory copies of the notice by post or (as the case may be) using
Electronic Communication if at least seven days prior to the date of the
meeting the posting of notices to addresses throughout the United Kingdom
or (as the case may be) the sending of notices by Electronic Communication
again becomes practicable.
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155. Notice deemed served
Service of the notice (or other document) shall be deemed to be effected by
properly addressing, prepaying, and posting a letter containing the notice
(or other document), and to have been effected at the latest within
twenty-four hours if prepaid as first-class and within seventy-two hours if
prepaid as second-class after the letter containing the same is posted or,
in the case of a notice (or other document) contained in an Electronic
Communication, at the expiration of twenty-four - hours after the time it
was sent; and in proving service of letters (or other document sent by
post) it shall be sufficient to prove that the letter containing the same
was properly addressed and stamped and put into a post office. Proof that a
notice (or other document) contained in an Electronic Communication was
sent in accordance with guidance from time to time issued by the Institute
of Chartered Secretaries and Administrators shall be conclusive evidence
that the notice was given.
156. Service of notice on persons entitled by transmission
A notice (or other document) may be given by the Company to the persons
entitled to a share in consequence of the death or bankruptcy of a Member
by sending it by Electronic Communication or through the post in a prepaid
letter addressed to them by name, or by the title of representatives of the
deceased or trustee of the bankrupt, or by any like description, at the
address, if any, within the United Kingdom or address used for the purpose
of Electronic Communication supplied for the purpose by the persons
claiming to be so entitled, or (until such an address has been so supplied)
by giving the notice (or other document) in any manner including by way of
Electronic Communication in which the same might have been given if the
death or bankruptcy had not occurred.
157. Persons entitled to receive notice
Subject to such restrictions affecting the right to receive notice as are
for the time being applicable to the holders of any class of shares, notice
of every general meeting shall be given in any manner hereinbefore
authorised to:
157.1 every Member except those Members who (having no registered address within
the United Kingdom) have not supplied to the Company an address within the
United Kingdom for the giving of notices to them;
157.2 the Auditor for the time being of the Company;
157.3 the Directors and (if any) alternate Directors.
No other person shall be entitled to receive notices of general meetings.
ELECTRONIC COMMUNICATION
158. Electronic Communication
Notwithstanding anything in these Articles to the contrary, but subject to
the Statutes;
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158.1 any notice or other document to be given or sent to any person by the
Company is also to be treated as given or sent where:
(a) the Company and that person have agreed that any notice or other
document required to be given or sent to that person may instead be
accessed by him on a web site;
(b) the meeting (in the case of a notice of meeting) or other document (in
any other case) is one to which that agreement applies;
(c) that person is notified, in a manner for the time being agreed between
him and the Company, of the publication of the notice or (as the case
may be) other document on a web site, the address of that web site and
the place on that web site where the notice or (as the case may be)
other document may be accessed and how it may be accessed;
(d) in the case of a notice of meeting, such notice of meeting is
published in accordance with Article 158.2 below and the notification
referred to in (c) above states that it concerns a notice of a company
meeting served in accordance with the Companies Act 1985; specifies
the place, date and time of the meeting; and states whether the
meeting is to be an annual or extraordinary general meeting; and
(e) in the case of a document referred to in section 238 of the Companies
Act 1985, and in the case of a document comprising a summary financial
statement referred to in section 251 of the Companies Act 1985, such
document is published in accordance with Article 158.2 below;
and in the case of a notice of meeting or other document so treated,
such notice or other document is to be treated as so given or sent, as
the case may be, at the time of the notification mentioned in (c)
above; and
158.2 where a notice of meeting or other document is required by Article
158.1(d) or (e) above to be published in accordance with this Article
158.2, it shall be treated as so published only if:
(a) in the case of a notice of meeting, the notice is published on the web
site throughout the period beginning with the giving of the
notification referred to in Article 158.1(c) above and ending with the
conclusion of the relevant meeting; and
(b) in the case of a document referred to in Article 158.1(e) above, the
document is published on the web site throughout the period beginning
at least twenty-one days before the date of the relevant meeting and
ending with the conclusion of the meeting and the notification
referred to in Article 158.1(c) above is given not less than
twenty-one days before the date of the meeting;
but so that nothing in this Article 158.2 shall invalidate the
proceedings of the meeting where the notice or other document is
published for a part, but not all, of the period mentioned in (a) or,
as the case may be (b) of this Article 158.2 and the failure to
publish the notice or other document throughout that period is wholly
attributable to circumstances which it would not be reasonable to have
expected the Company to prevent or avoid.
159. Signature of documents
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159.1 Where under these Articles a document requires to be signed by a Member or
other person then, if in the form of an Electronic Communication, it must
to be valid incorporate the electronic signature or personal identification
details (which may be details previously allocated by the Company) of that
Member or other person, in such form as the Board may approve, or be
accompanied by such other evidence as the Board may require to satisfy
themselves that the document is genuine. The Company may designate
mechanisms for validating any such document, and any such document not so
validated by use of such mechanisms shall be deemed not to have been
received by the Company.
159.2 The Board may from time to time make such arrangements or regulations (if
any) as they may from time to time in their absolute discretion think fit
in relation to the giving of notices or other documents by Electronic
Communication by or to the Company and otherwise for the purpose of
implementing and/or supplementing the provisions of these Articles and the
Statutes in relation to Electronic Communications; and such arrangements
and regulations (as the case may be) shall have the same effect as if set
out in this Article.
WINDING-UP
160. Distribution of assets
If the Company shall be wound up the Liquidator may, with the sanction of
an extraordinary resolution of the contributories, divide among the
contributories in specie or kind the whole or any part of the assets of the
Company (whether they shall consist of property of the same kind or not)
and for such purpose may set such value as he deems fair upon any property
to be divided as aforesaid and may determine how such division shall be
carried out as between the contributories or different classes of
contributories and, may with the like sanction, vest the whole or any part
of such assets in trustees upon such trusts for the benefit of the
contributories as the Liquidator, with the like sanction shall think fit.
INDEMNITY
161. Indemnity of Auditors
Subject to the provisions of the Statutes but without prejudice to any
indemnity to which the person concerned may otherwise be entitled, every
Auditor of the Company shall be indemnified out of the assets of the
Company against all costs, charges, expenses, losses or liabilities
incurred by him in or about the execution of the duties of his office or
otherwise in relation thereto, including a liability incurred by him in
defending any proceedings, whether civil or criminal, in which judgment is
given in his favour, or in which he is acquitted, or in connection with any
application in which relief is granted to him by the Court and the Company
may purchase and maintain for any such Auditor insurance against any such
costs, charges, expenses, losses or liabilities including any liability
which by virtue of any rule of law would otherwise attach to him in respect
of any negligence, default, breach of duty or breach of trust of which he
may be guilty in relation to the Company.
162. Indemnity of Directors and Officers
162.1 Subject to the provisions of, and so far as may be permitted by and
consistent with, the Statutes, every Director and Officer of the Company
shall be indemnified by the Company
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out of its own funds against (a) any liability incurred by or attaching to
him in connection with any negligence, default, breach of duty or breach of
trust by him in relation to the Company other than (i) any liability to the
Company or any associated company (as defined in Section 309A(6) of the
Act) and (ii) any liability of the kind referred to in Sections 309B(3) or
(4) of the Act; and (b) any other liability incurred by or attaching to him
in the actual or purported execution and/or discharge of his duties and/or
the exercise or purported exercise of his powers and/or otherwise in
relation to or in connection with his duties, powers or office. Where such
Drector or Officer is indemnified against any liability in accordance with
this paragraph 162.1, such indemnity shall extend to all costs, charges,
losses, expenses and liabilities incurred by him in relation thereto.
162.2 Subject to the provisions of and so far as may be permitted by the
Statutes, the Company (i) shall provide a Director or Officer with funds to
meet expenditure incurred or to be incurred by him in defending any
criminal or civil proceedings or in connection with any application under
the provisions mentioned in Section 337A(2) of the Act and (ii) may do
anything to enable a Director or Officer to avoid incurring such
expenditure, but so that the terms set out in Section 337A(4) of the Act
shall apply to any such provision of funds or other things done.
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