THE COMPANIES ACT 1985
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
NORWICH INJECTION MOULDERS LIMITED
ADOPTED BY SPECIAL RESOLUTION PASSED 2 JULY 1998
1. PRELIMINARY
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The regulations contained in Table A in the Schedule to the
Companies (Table A to F) Regulations 1985 in force at the time of
adoption of these Articles (such Table being hereinafter called
"Table A") shall apply to the Company save insofar as they are
excluded or varied by these Articles and such regulations (save as
so excluded or varied) and these Articles shall be the regulations
of the Company.
2. INTERPRETATION
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In these Articles and in Table A the following expressions have the
following meanings unless inconsistent with the context:
"the Act" the Companies Act 1985 including any statutory
modification or re-enactment thereof for the time
being in force.
"these Articles" these Articles of Association, whether as
originally adopted or as from time to time altered
by special resolution.
"clear days" in relation to the period of a notice means that
period excluding the day when the notice is given or
deemed to be given and the day for which it is
given or on which it is to take effect.
"the directors" the directors for the time being of the Company or
(as the context shall require) any of them acting
as the board of directors of the Company but such
expression shall not include any associate
directors (as hereinafter defined) who shall not
be deemed to be directors of the Company for any
purpose whatsoever.
"executed" includes any mode of execution.
"the holder" in relation to shares means the
member whose name is entered in the register of
members as the holder of the shares.
"office" the registered office of the Company.
"seal" the common seal of the company (if any).
"secretary" the secretary of the Company or any other person
appointed to perform the duties of the secretary
of the Company, including a joint, assistant or
deputy secretary.
"share" includes any interest in a share.
"the United Kingdom" Great Britain and Northern Ireland.
Unless the context otherwise requires, words or expressions
contained in these Articles and in Table A bear the same meaning as
in the Act but excluding any statutory modification thereof not in
force when these Articles become binding on the Company. Regulation
1 of Table A shall not apply to the Company.
3. SHARE CAPITAL
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3.1 No shares comprised in the authorized share capital of the
Company from time to time shall be issued without the consent
in writing of the holder or holders (in aggregate) of a
majority of the voting rights in the Company (within the
meaning of Section 736A(2) of the Act) nor shall any share be
issued at a discount or otherwise be issued in breach of the
provisions of these Articles or of the Act.
3.2 Regulation 4 of Table A and, in accordance with Section 91(1)
of the Act, sections 89(1) and 90(1) to (6) (inclusive) of the
Act shall not apply to the Company.
4. LIEN
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The Company shall have a first and paramount lien on all shares,
whether fully paid or not, standing registered in the name of any
person indebted or under liability to the Company, whether he shall
be the sole registered holder thereof or shall be one of two or more
joint holders, for all moneys presently payable by him or his estate
to the Company. Regulation 8 of Table A shall be modified
accordingly.
5. CALLS ON SHARES AND FORFEITURE
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There shall be added at the end of the first sentence of regulation
18 of Table A so as to increase the liability of any member in
default in respect of a call, the words "and all expenses that may
have been incurred by the Company by reason of such nonpayment."
6. TRANSFER OF SHARES
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The first sentence in regulation 24 of Table A shall not apply to
the Company. The words "They may also" at the beginning of the
second sentence of that regulation shall be replaced by the words
"The directors may".
7. GENERAL MEETINGS
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The directors may call general meetings and regulation 37 of Table A
shall not apply to the Company.
8. NOTICE OF GENERAL MEETINGS
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8.1 A Notice convening a general meeting shall be required to
specify the general nature of the business to be transacted
only in the case of special business and regulation 38 of Table
A shall be modified accordingly. The words "or a resolution
appointing a person a director" and paragraphs (a) and (b) in
regulation 38 of Table A shall be deleted and the words "in
accordance with section 369(3) of the Act" shall be inserted
after the words "if it is so agreed" in that regulation.
8.2 All business shall be deemed special that is transacted at an
extraordinary general meeting, and also all that is transacted
at an annual general meeting with the exception of declaring a
dividend, the consideration of the profit and loss account,
balance sheet, and the reports of the directors and auditors,
the appointment of and the fixing of the remuneration of the
auditors and the giving or renewal of any authority in
accordance with the provisions of section 80 of the Act.
8.3 Every notice convening a general meeting shall comply with the
provisions of section 372(3) of the Act as to giving
information to members in regard to their right to appoint
proxies; and notices of and other communications relating to
any general meeting which any member is entitled to receive
shall be sent to the directors and to the auditors for the time
being of the Company.
9. PROCEEDINGS AT GENERAL MEETINGS
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9.1 The words "save that, if and for so long as the Company has
only one person as a member, one member present in person or
by proxy shall be a quorum" shall be added at the end of the
second sentence of regulation 40 of Table A.
9.2 If a quorum is not present within half an hour from the time
appointed for a general meeting the general meeting 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 and place as
the directors may determine; and if at the adjourned general
meeting a quorum is not present within half an hour from the
time appointed therefor the member or members present in person
or by proxy or (being a corporate body) by representative and
entitled to vote upon the business to be transacted shall
constitute 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. Regulation 41
of Table A shall not apply to the Company.
10. VOTES OF MEMBERS
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10.1 Regulation 54 of Table A shall not apply to the Company.
Subject to any rights or restrictions for the time being
attached to any class or classes of shares, on a show of hands
every member entitled to vote who (being an individual) is
present in person or by proxy not being himself a member
entitled to vote) or (being a corporate body) is present by a
representative or proxy (not being himself a member entitled to
vote) shall have one vote and, on a poll, every member shall
have one vote for each share of which he is the holder.
10.2 The words "be entitled to" shall be inserted between the words"
shall" and "vote" in regulation 57 of Table A.
10.3 A member shall not be entitled to appoint more than one proxy
to attend on the same occasion and accordingly the final
sentence of regulation 59 of Table A shall not apply to the
Company. Any such proxy shall be entitled to cast the votes to
which he is entitled in different ways.
11. NUMBER OF DIRECTORS
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11.1 Regulation 64 of Table A shall not apply to the company.
11.2 The maximum number and minimum number respectively of the
directors may be determined from time to time by ordinary
resolution. Subject to and in default of any such
determination there shall be no maximum number of directors and
the minimum number of directors shall be one.
12. ALTERNATE DIRECTORS
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12.1 An alternate director shall be entitled to receive notice of
all meetings of the directors and of all meetings of committees
of the directors of which his appointer is a member (subject to
his giving to the company an address within the United Kingdom
at which notices may be served on him), to attend and vote at
any such meeting at which the director appointing him is not
personally present, and generally to perform all the functions
of his appointer at such meeting as a director in his absence.
An alternate director shall not be entitled as such to receive
any remuneration from the company, save that he may be paid by
the Company such part (if any) of the remuneration otherwise
payable to his appointor as such appointor may by notice in
writing to the Company from time to time direct. Regulation 66
of Table A shall not apply to the Company.
12.2 A director, or any such other person as is mentioned in
regulation 65 of Table A, may act as an alternate director to
represent more than one director, and an alternate director
shall be entitled at any meeting of the directors or of any
committee of the directors to one vote for every director whom
he represents in addition to his own vote (if any) as a
director, but he shall count as only one for the purpose of
determining whether a quorum is present and the final sentence
of regulation 88 shall not apply to the Company.
12.3 Save as otherwise provided in the regulations of the Company,
an alternate director shall be deemed for the purposes
specified in Article 12.1 to be a director and shall alone be
responsible for his own acts and defaults and he shall not be
deemed to be the agent of the director appointing him.
Regulation 69 of Table A shall not apply to the Company.
13. APPOINTMENT AND RETIREMENT OF DIRECTORS
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13.1 The directors shall not be required to retire by rotation and
regulations 73 to 80 (inclusive) of Table A shall not apply to
the Company.
13.2 A member or members holding a majority of the voting rights in
the Company (within the meaning of section 736a(2) of the Act)
shall have power at any time, and from time to time, to appoint
any person to be a director, either as an additional director
(provided that the appointment does not cause the number of
directors to exceed any number determined in accordance with
article 11.2 as the maximum number of directors for the time
being in force) or to fill a vacancy and to remove from office
any director howsoever appointed. Any such appointment or
removal shall be made by notice in writing to the Company
signed by the member or members taking the same or, in the case
of a member being a corporate body, signed by one of its
directors or duly authorized officers or by its duly authorized
attorney and shall take effect upon lodgment of such notice at
the office.
13.3 The Company may by ordinary resolution appoint any person who
is willing to act to be a director, either to fill a vacancy or
as an additional director.
13.4 The directors may appoint a person who is willing to act to be
a director, either to fill a vacancy or as an additional
director, provided that the appointment does not cause the
number of directors to exceed any number determined in
accordance with Article 11.2 as the maximum number of directors
for the time being in force.
14. DISQUALIFICATION AND REMOVAL OF DIRECTORS
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The office of a director shall be vacated if:
14.1 he ceases to be a director by virtue of any provision of the
Act or these Articles or he becomes prohibited by law from
being a director; or
14.2 he becomes bankrupt or makes any arrangement or composition
with his creditors generally; or
14.3 he is, or may be, suffering from mental disorder and either:
14.3.1 he is admitted to hospital in pursuance of an
application for admission for treatment under the Mental
Health Act 1983 or, in Scotland, an application for
admission under the Mental Health (Scotland) Act 1960, or
14.3.2 an order is made by a court having jurisdiction (whether
in the United Kingdom or elsewhere) in matters concerning
mental disorder for his detention or for the appointment
of a receiver, curator bonus or other person to exercise
powers with respect to his property or affairs; or
14.4 he resigns his office by notice to the Company; or
14.5 he shall for more than six consecutive months have been absent
without permission of the directors from meetings of the
directors held during that period and the directors resolve
that his office be vacated; or
14.6 he is removed from office as a director pursuant to Article
13.2; and
14.7 Regulation 81 of Table A shall not apply to the Company.
15. GRATUITIES AND PENSIONS
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Regulation 87 of Table A shall not apply to the Company and the
directors may exercise any powers of the Company conferred by its
Memorandum of Association to give and provide pensions, annuities,
gratuities or any other benefits whatsoever to or for past or
present directors or employees (or other dependants) of the Company
or any subsidiary or associated undertaking (as defined in section
27(3) of the Companies Act 1989) of the Company and the directors
shall be entitled to retain any benefits received by them or any of
them by reason of the exercise of any such powers.
16. PROCEEDINGS OF THE DIRECTORS
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16.1 Whensoever the minimum number of the directors shall be one
pursuant to the provisions of Article 11.2 a sole director
shall have authority to exercise all the powers and
discretion's which are expressed by Table A and by these
Articles to be vested in the directors generally and
regulations 89 and 90 of Table A shall be modified accordingly.
16.2 Subject to the provisions of the Act, and provided that he has
disclosed to the directors the nature and extent of any
interest of his, a director notwithstanding his office:
16.2.1 may be a party to or otherwise interested in any
transaction or arrangement with the Company or in which
the Company is in any way interested;
16.2.2 may be a director or other office of or employed by or
be a party to any transaction or arrangement with or
otherwise interested in any corporate body promoted by the
Company or in which the Company is in any way interested;
16.2.3 may or any firm or company of which he is a member or
director may act in a professional capacity for the
Company or any corporate body in which the Company is in
any way interested;
16.2.4 shall not by reason of his office be accountable to the
Company for any benefit which he derives from such office,
service or employment or from any such transaction or
arrangement or from any interest or any such corporate
body and no such transaction or arrangement shall be
liable to be avoided on the ground of any such interest or
benefit; and
16.2.5 shall be entitled to vote on any resolution and (whether
or not he shall vote) be counted in the quorum on any
matter referred to in any of the Articles 16.2.1 to 16.2.4
(inclusive) or on any resolution which in any way concerns
or relates to a matter in which he has, directly or
indirectly, any kind of interest whatsoever and if he
shall vote on any resolution as aforesaid his vote shall
be counted.
16.3 For the purposes of Article 16.2:
16.3.1 a general notice to the directors that a director is to
be regarded as having an interest of the nature and extent
specified in the notice in any transaction or arrangement
in which a specified person or class of persons is
interested shall be deemed to be a disclosure that the
director has an interest in any such transaction of the
nature and extent so specified;
16.3.2 an interest 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; and
16.3.3
16.4 Any director (including an alternate director) may participate
in a meeting of the directors or a committee of the directors
of which he is a member by means of a conference telephone or
similar communications equipment whereby all persons
participating in the meeting can hear each other and
participation in a meeting in this manner shall be deemed to
constitute presence in person at such meeting and, subject to
these Articles and the Act, he shall be entitled to vote and be
counted in a quorum accordingly. Such a meeting shall be
deemed to take place where the largest group of those
participating is assembled or, if there is no such group, where
the chairman of the meeting then is.
16.5 Regulation 88 of Table A shall be amended by substituting for
the sentence:
"IT SHALL NOT BE NECESSARY TO GIVE NOTICE OF A MEETING TO A
DIRECTOR WHO IS ABSENT FROM THE UNITED KINGDOM"
the following sentence:
"NOTICE OF EVERY MEETING OF THE DIRECTORS SHALL BE GIVEN TO
EACH DIRECTOR AND HIS ALTERNATE, INCLUDING DIRECTORS AND
ALTERNATE DIRECTORS WHO MAY FOR THE TIME BEING BE ABSENT FROM
THE UNITED KINGDOM AND HAVE GIVEN THE COMPANY AN ADDRESS WITHIN
THE UNITED KINGDOM FOR SERVICE."
16.6 Regulations 94 to 97 (inclusive) of Table A shall not apply to
the Company.
17. THE SEAL
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If the Company has a seal it shall be used only with the authority
of the directors or of a committee of the directors. The directors
may determine who shall sign any instrument to which the seal is
affixed and unless otherwise so determined, every instrument to
which the seal is affixed shall be signed by one director and by the
secretary or another director. In the second sentence of Regulation
A the words "shall be sealed with the seal and" shall be deleted.
Each share certificate shall only be issued by authority of the
directors or of a committee of the directors authorized by the
directors and shall bear the signature of one director and the
company secretary or a second director.
18. NOTICES
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18.1 In regulation 112 of Table A, the words "by facsimile to a
facsimile number supplied by the member for such purpose or"
shall be inserted immediately after the words "or by sending
it" and the words "first class" shall be inserted immediately
before the words "post in a prepaid envelope."
18.2 Where a notice is sent by first class post, proof of the notice
having been posted in a properly addressed, prepaid envelope
shall be conclusive evidence that the notice was given and
shall be deemed to have been given at the expiration of 24
hours after the envelope containing the same is posted. Where
a notice is sent by facsimile receipt of the appropriate
answerback shall be conclusive evidence that the notice was
given and the notice shall be deemed to have been given at the
time of transmission following receipt of the appropriate
answerback. Regulation 115 of Table A shall not apply to the
Company.
18.3 If at any time by reason of the suspension or curtailment of
postal services within the United Kingdom the Company is unable
effectively to convene a general meeting by notices sent
through the post, a general meeting may be convened by a notice
advertised in at least one national daily newspaper and such
notice shall be deemed to have been duly served on all members
entitled thereto at noon on the day when the advertisement
appears. In any such case the Company shall send confirmatory
copies of the notice by post if at least seven days prior to
the meeting the posting of notices to addresses throughout the
United Kingdom again becomes practicable.
19. WINDING UP
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In regulation 117 of Table A, the words "with the like sanction"
shall be inserted immediately before the words "determine how the
division".
20. INDEMNITY
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20.1 Subject to the provisions of section 310 of the Act every
director (including an alternate director) or other officer of
the Company shall be indemnified out of the assets of the
Company against all losses or liabilities which he may sustain
or incur in or about the lawful execution of the duties of his
office or otherwise in relation thereto, including any
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
under section 144 or section 727 of the Act in which relief is
granted to him by the court, and no director (including an
alternate director) or other officer shall be liable for any
loss, damage or misfortune which may happen to or be incurred
by the Company in the lawful execution of the duties of his
office or in relation thereto. Regulation 118 of Table A shall
not apply to the Company.
20.2 The directors shall have power to purchase and maintain at the
expense of the Company for the benefit of any director
(including an alternate director), officer or auditor of the
Company insurance against any such liability as is referred to
in section 310(1) of the Act and subject to the provisions of
the Act against any other liability which may attach to him or
loss or expenditure which he may incur in relation to anything
done or alleged to have been done or omitted to be done as a
director (including an alternate director), officer or auditor.
20.3 The directors may authorize directors of companies within the
same group of companies as the Company to purchase and maintain
insurance at the expense of the Company for the benefit of any
director (including an alternate director), other officer or
auditor in such company in respect of such liability, loss or
expenditure as is referred to in Article 20.2.
21. ASSOCIATE DIRECTORS
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21.1 The directors may from time to time appoint any manager or
other officer or person in the employment of the Company to be
an associate director of the Company.
21.2 The appointment of a person to be an associate director shall
not (save as otherwise agreed between him and the Company)
affect the terms and conditions of his employment by the
Company whether as regards duties, powers, remuneration,
pension or otherwise and his appointment as an associate
director shall be terminated if the provisions of Article 14
would apply to him if he were a director so as to cause him to
vacate office as such or if he resigns his employment or
appointment or in the event of his ceasing to be in the
employment of the Company in some capacity other than that of
an associate director or in the event of his appointment being
terminated by a resolution of the directors.
21.3 The appointment, removal and remuneration of any associate
director shall be determined by the directors with full power
to make such arrangements as the directors may think fit and
the directors shall have the right to enter into any contracts
on behalf of the Company or transact any business of any
description without the knowledge or approval of the associate
directors except that no act shall be done that would impose
any personal liability on any or all of the associate directors
except with his or their knowledge and consent.
21.4 In calculating the number to form a quorum at any meeting of
the directors any associate directors present shall not be
counted. An associate director shall not be entitled to vote
nor (except when expressly invited by the directors to attend)
to receive notice of or to attend at any meeting of the
directors or of a committee of the directors.
21.5 The directors may designate the associate directors or any of
them by such other name or title in place of the word
"Associate" as they may from time to time consider to be
descriptive of their office and actual duties. Any associate
director so designated shall be entitled to describe himself
accordingly and, in the absence of such designation, shall be
entitled to describe himself as "associate director"; in
signing any document which he is authorized to sign as
associate director he shall always after his signature add the
words "associate director" or, if he shall have been otherwise
designated, such other name or title designated to him.