EXHIBIT 1.1
No. 2723534
THE COMPANIES ACT 1985
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PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
ASTRAZENECA PLC
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Incorporated 17 June 1992
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Registered Office:
15 Stanhope Gate
LONDON W1K 1LN
Last amended: Memorandum 18 February 1999, confirmed 6 April 1999
Articles 25 April 2002
THE COMPANIES ACT 1985
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PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
(As altered by conditional Special Resolution passed on 18 February 1999
which became unconditional on 6 April 1999)
OF
ASTRAZENECA PLC
1. The name of the Company is "AstraZeneca PLC*".
2. The Company is to be a public company.
3. The Company's registered office is to be situate in England and Wales.
4. The Company's objects are:-
4.1. To acquire and hold the whole or any part of the share capital of
any member of the group of which Imperial Chemical Industries PLC
is the holding company (whether directly or through any subsidiary)
and generally to carry on business as an investment holding
company; for that purpose, to acquire and hold, either in the name
of the Company or in that of any nominee, shares, stocks,
debentures, debenture stock, bonds, notes, options, investments,
obligations and securities (together "Securities" and each a
"Security") issued or guaranteed by any company wherever
incorporated or carrying on business and Securities issued or
guaranteed by any government, sovereign ruler, commissioners,
public body or
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* The name of the Company was changed to AstraZeneca PLC from ZENECA Group
PLC by conditional Special Resolution passed on 18th February 1999 which
became unconditional on 6 April 1999.
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authority, supreme, dependent, municipal, local or otherwise in any
part of the world; and to exercise and enforce all rights and
powers conferred by or incident to the ownership of any such
Securities including, without prejudice to the generality of the
foregoing, all such powers of veto or control as may be conferred
or capable of exercise (whether by virtue of the holding by the
Company of some special proportion of the issued or nominal amount
thereof or otherwise); and to provide managerial, financial and
other executive, supervisory and consultant services for or in
relation to any company in which the Company is interested and all
or any part of the businesses or operations of any such company
upon such terms as may be thought fit.
4.2. To carry on business as manufacturers, factors, merchants,
retailers, producers, distributors, importers, exporters,
warehousemen, processors and dealers in all kinds of pharmaceutical
preparations, prescription and over-the-counter medicines, animal
health and nutritional and dietary products, personal care, hygiene
and health related products, toiletries, foodstuffs and health
drinks and products, extracts, concentrates, provisions, other
drinks, consumer products and chemicals of all kinds; and to
prepare, manufacture, import, export, produce, buy, sell and deal
in all kinds of seeds, intermediates, pigments, oils, fats,
plastics, flavours, colours, dyes, dye-stuffs, inks, coatings,
adhesives, compounds, lubricants, polymers, resins, glues, gums,
salts, acids, alkalis, drugs, medicines, medicaments, herbs, and
all pharmaceutical, veterinary, industrial, preservative, chemical,
cosmetic and surgical materials and appliances, patent or
proprietary articles, cosmetics, perfumes, scents, paints,
varnishes, leather finishes, biocides, toilet requisites,
scientific, and surgical instruments and other like articles and
things, and to provide clinical laboratory, research and other
health care services and products of all kinds.
4.3. To establish, provide, maintain, conduct or otherwise subsidise
research laboratories or experimental workshops for scientific or
technical analysis, experiments, research and development and to
undertake scientific technical tests and experiments of all kinds,
and
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generally to promote such scientific and technical studies,
investigations, research and development as may be considered
likely to assist any of the businesses which the Company is
authorised to carry on.
4.4. To carry on business as farmers, foresters, animal and fish
breeders, growers, processors, dealers and breeders in plants,
seeds and all kinds of horticultural and agricultural produce,
including maize,sorghum, wheat, barley, sugar beet, sunflowers,
oilseed rape, peas, fodder beet, alfalfa, millet seeds, soya and
vegetable seeds.
4.5. To carry on the business of manufacturers and producers of
fertilisers, manures, agrochemicals, including, but not limited to,
pesticides, herbicides, insecticides, acaricides, fungicides, plant
growth regulants, public health products, weed killers, soil
conditioners, dips, sprays, vermifuges, medicines and other
remedies for all growing things including crops, grasses, plants
and trees and for soils or other purposes or as remedies for humans
or animals and whether produced from vegetable, mineral or animal
matter or by any chemical or other process, and of machines,
equipment and materials for agricultural, horticultural,
recreational and educational use.
4.6. To own, prospect for, explore, acquire by lease, licence, purchase
or otherwise, open, work, develop and maintain, refine, treat and
render saleable and fit for use all kinds of chemical, mineral and
mining substances and to carry on and conduct the business of
working and getting and supplying to other persons such substances.
4.7. To carry on any other business or activity of any nature whatsoever
which may seem to the Directors to be capable of being conveniently
or advantageously carried on in connection or conjunction with any
business of the Company hereinbefore or hereinafter authorised or
to be expedient with a view directly or indirectly to enhancing the
value of or to rendering profitable or more profitable any of the
Company's assets or utilising its skills, know-how or expertise.
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4.8. To subscribe, underwrite, purchase, or otherwise acquire, and to
hold, dispose of, and deal with, any shares or other securities or
investments of any nature whatsoever, and any options or rights in
respect thereof or interests therein, and to buy and sell foreign
exchange.
4.9. To draw, make, accept, endorse, discount, negotiate, execute, and
issue, and to buy, sell and deal with bills of exchange, promissory
notes, and other negotiable or transferable instruments or
securities.
4.10. To purchase, or otherwise acquire for any estate or interest any
property (real or personal) or assets or any concessions, licences,
grants, patents, trade marks, trade names, know-how, copyrights or
other exclusive or non-exclusive rights of any kind and to hold,
develop and turn to account and deal with the same in such manner
as may be thought fit and to make experiments and tests and to
carry on all kinds of research work.
4.11. To build, construct, alter, remove, replace, equip, execute, carry
out, improve, work, develop, administer, maintain, manage or
control buildings, structures or facilities of all kinds, whether
for the purposes of the Company or for sale, letting or hire to or
in return for any consideration from any company, firm, or body,
and to contribute to or assist in or carry out any part of any such
operation.
4.12. To amalgamate or enter into partnership or any joint venture or
profit/loss-sharing arrangement or other association with any
company, firm, person or body.
4.13. To purchase or otherwise acquire and undertake all or any part of
the business, property and liabilities of any company, firm, person
or body carrying on any business which the Company is authorised to
carry on or possessed of any property suitable for the purposes of
the Company.
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4.14. To promote, or join in the promotion of any company, whether or not
having objects similar to those of the Company.
4.15. To borrow and raise money and to secure or discharge any debt or
obligation of or binding on the Company in such manner as may be
thought fit; and in particular by mortgage and charges upon all or
any part of the undertaking, property and assets (present and
future) and the uncalled capital of the Company, or by the creation
and issue of debentures, debenture stock or other securities of any
description.
4.16. To advance, lend or deposit money or give credit to or with any
company, firm, person or body on such terms as may be thought fit
and with or without security.
4.17. To guarantee or give indemnities or provide security, whether by
personal covenant or by mortgage or charge upon all or any part of
the undertaking, property and assets (present and future) and the
uncalled capital of the Company, or by all or any such methods, for
the performance of any contracts or obligations, and the payment of
capital or principal (together with any premium) and dividends or
interest on any shares, debentures or other securities, of any
person, firm or company including (without limiting the generality
of the foregoing) any company which is for the time being a holding
company of the Company or another subsidiary of any such holding
company or is associated with the Company in any respect.
4.18. To issue any securities which the Company has power to issue for
any other purpose by way of security or indemnity or in
satisfaction of any liability undertaken or agreed to be undertaken
by the Company.
4.19. To sell, lease, grant licences, easements and other rights over,
and in any other manner deal with or dispose of, the undertaking,
property, assets, rights and effects of the Company or any part
thereof for such consideration as may be thought fit, and in
particular for shares or other securities, whether fully or partly
paid up.
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4.20. To procure the registration, recognition or incorporation of the
Company in or under the laws of any territory outside England.
4.21. To subscribe or guarantee money for any national, charitable,
benevolent, public, general or useful object or for any purpose
which may be considered likely directly or indirectly to further
the interests of the Company or of its members.
4.22. To establish and maintain or contribute to any pension or
superannuation funds for the benefit of, and to give or procure the
giving of donations, gratuities, pensions, allowances or emoluments
to, any individuals who are or were at any time in the employment
or service of the Company or of any company which is its holding
company or is a subsidiary of the Company or any such holding
company or otherwise is allied to or associated with the Company or
any of the predecessors of the Company or any other such company as
aforesaid, or who are or were at any time Directors or officers of
the Company or of any such other company, and the wives, widows,
families and dependants of any such individuals; to establish and
subsidise or subscribe to any institutions, associations, clubs or
funds which may be considered likely to benefit any such persons or
to further the interests of the Company or of any such other
company; and to make payments for or towards the insurance of any
such persons.
4.23. To establish and maintain, and to give financial assistance (so far
as for the time being permitted by law) to, any scheme for
encouraging or facilitating the holding of shares or debentures in
the Company by or for the benefit of its employees or former
employees, or those of its subsidiary undertakings or by or for the
benefit of such other persons as may for the time being be
permitted by law, or any scheme for sharing profits with its
employees or those of its subsidiary undertakings and/or associated
companies, and (so far as for the time being permitted by law) to
give financial assistance to employees of the Company or of any
company which is its subsidiary undertaking or otherwise is allied
to or associated with
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the Company with a view to enabling them to acquire shares in the
Company.
4.24. To distribute among members of the Company in specie or otherwise,
by way of dividend or bonus or by way of reduction of capital, all
or any of the property or assets of the Company, or any proceeds of
sale or other disposal of any property or assets of the Company,
with and subject to any incident authorised and consent required by
law.
4.25. To do all or any of the things and matters aforesaid in any part of
the world, and either as principals, agents, contractors, trustees
or otherwise, and by or through trustees, agents, subsidiary
companies or otherwise, and either alone or in conjunction with
others.
4.26. To do all such other things as may be considered to be incidental
or conducive to any of the above objects.
It is declared that (a) the objects set forth in each sub-clause of
this clause shall not be restrictively construed but the widest
interpretation shall be given thereto, and (b) the word 'company'
in this clause, except where used in reference to the Company,
shall be deemed to include any partnership or other body of
persons, whether corporate or unincorporated and whether domiciled
in the United Kingdom or elsewhere, and (c) except where the
context expressly so requires, none of the several paragraphs of
this clause, or the objects therein specified, or the powers
thereby conferred shall be limited by, or be deemed merely
subsidiary or auxiliary to, any other paragraph of this clause, or
the objects specified in such other paragraph, or the powers
thereby conferred, or the order in which the same occur or the name
of the Company but may be carried out in as full and ample a manner
and shall be construed in as wide a sense as if each of the said
paragraphs defined the objects of a separate, distinct and
independent company.
5. The liability of the Members is limited.
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6. The share capital of the Company is(pound)100,000* divided into 100,000
Ordinary Shares of(pound)1 each.
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* The share capital of the Company was sub-divided from shares of
(pound)1 each into shares of 25p each on 20 April 1993. On the same
date, the share capital of the Company was increased to
(pound)300,000,000 divided into 1,200,000,000 Ordinary Shares of 25p
each. By conditional Special Resolution passed on 18 February 1999
which became unconditional on 6 April 1999 and following confirmation
of the High Court on 1 April 1999 the entire share capital of the
Company was cancelled and extinguished and immediately increased to
US$600,000,000 divided into 2,400,000,000 Ordinary Shares of $0.25
each. In addition, 50,000 redeemable preference shares of (pound)1
each were created by the Company.
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WE, THE SEVERAL PERSONS WHOSE NAMES AND ADDRESSES ARE SUBSCRIBED, ARE DESIROUS
OF BEING FORMED INTO A COMPANY IN PURSUANCE OF THIS MEMORANDUM OF ASSOCIATION,
AND WE RESPECTIVELY AGREE TO TAKE THE NUMBER OF SHARES IN THE CAPITAL OF THE
COMPANY SET OPPOSITE OUR RESPECTIVE NAMES.
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NAMES, ADDRESSES AND Number of Shares taken
DESCRIPTIONS OF SUBSRIBERS by each Subscriber
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1 Hackwood Directors Limited One
Barrington House
59-67 Gresham Street
London EC2V 7JA
R J Ashmore
For and on behalf of
Hackwood Directors Limited
2 Hackwood Secretaries Limited One
Barrington House
59-67 Gresham Street
London EC2V 7JA
R J Ashmore
For and on behalf of
Hackwood Secretaries Limited
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TOTAL SHARES TAKEN: Two
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Dated 8 June 1992
Witness to the above Signatures
B Lewis
Barrington House
59-67 Gresham Street,
London EC2V 7JA.
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A PUBLIC COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
of
AstraZeneca PLC
(adopted by special resolution
passed on 25 April 2002)
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PRELIMINARY
1. The regulations in Table A as in force at the date of the Table A
incorporation of the Company shall not apply to the Company.
2. In these Articles, except where the subject or context Definitions
otherwise requires:
Act means the Companies Act 1985 including any
modification or re-enactment of it for the time being in
force;
address, in relation to electronic communications,
includes any number or address used for the purposes of
such communications;
Approved Depositary means a custodian or other person (or
a nominee for such custodian or other person) appointed
under contractual arrangements with the Company or other
arrangements approved by the directors whereby such
custodian or other person or nominee holds or is
interested in shares of the Company or rights or
interests in shares of the Company and issues securities
or other documents of title or otherwise evidencing the
entitlement of the holder thereof to or to receive such
shares, rights or interests, provided and to the extent
that such arrangements have been approved by the
directors for the purpose of these Articles and shall
include without limitation custodians or other persons
appointed from time to time by the Company to hold Share
Warrants;
Articles means these articles of association as altered
from time to time by special resolution;
auditors means the auditors of the Company;
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the board means the directors or any of them acting as
the board of directors of the Company;
certificated share means a share in the capital of the
Company that is not an uncertificated share and
references in these Articles to a share being held in
certificated form shall be construed accordingly;
clear days in relation to the sending of a notice means
the period excluding the day on which a notice is sent or
deemed to be sent and the day for which it is sent or on
which it is to take effect;
Companies Acts has the meaning given by section 744 of
the Act and includes any enactment passed after those
Acts which may, by virtue of that or any other such
enactment, be cited together with those Acts as the
"Companies Acts" (with or without the addition of an
indication of the date of any such enactment);
director means a director of the Company;
dividend means dividend or bonus;
electronic signature has the meaning given by section
7(2) of the Electronic Communications Act 2000;
employees' share scheme has the meaning given by section
743 of the Act;
entitled by transmission means, in relation to a share in
the capital of the Company, entitled as a consequence of
the death or bankruptcy of the holder or otherwise by
operation of law;
holder in relation to a share in the capital of the
Company means the member whose name is entered in the
register as the holder of that share;
member means a member of the Company;
Memorandum means the memorandum of association of the
Company as amended from time to time;
office means the registered office of the Company;
paid means paid or credited as paid;
recognised person means a recognised clearing house or a
nominee of a recognised clearing house or of a recognised
investment exchange, each of which terms has the meaning
given to it by section 185(4) of the Act;
register means either or both of the issuer register of
members and the Operator register of members of the
Company;
Regulations means the Uncertificated Securities
Regulations 2001 including any modification or
re-enactment of them for the time being in force;
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seal means the common seal of the Company and includes
any official seal kept by the Company by virtue of
section 39 or 40 of the Act;
secretary means the secretary of the Company and includes
a joint, assistant, deputy or temporary secretary and any
other person appointed to perform the duties of the
secretary;
uncertificated share means (subject to Regulation
42(11)(a) of the Regulations) a share in the capital of
the Company title to which is recorded on the Operator
register of members of the Company and which may, by
virtue of the Regulations, be transferred by means of a
relevant system and references in these articles to a
share being held in uncertificated form shall be
construed accordingly; and
United Kingdom means Great Britain and Northern Ireland.
3. References to a document include, unless the context Construction
otherwise requires, references to an electronic
communication.
References to an electronic communication mean, unless
the contrary is stated, an electronic communication (as
defined in the Act) comprising writing.
References to a document being executed include
references to its being executed under hand or under seal
or, in the case of an electronic communication, by
electronic signature.
References to an instrument mean, unless the contrary is
stated, a written document having tangible form and not
comprised in an electronic communication.
Where, in relation to a share, these Articles refer to a
relevant system, the reference is to the relevant system
in which that share is a participating security at the
relevant time.
References to a notice or other document being sent or
given to or by a person mean such notice or other
document, or a copy of such notice or other document,
being sent, given, delivered, issued or made available to
or by, or served on or by, or deposited with or by, that
person by any method authorised by these Articles, and
sending and giving shall be construed accordingly.
References to writing mean the representation or
reproduction of words, symbols or other information in a
visible form by any method or combination of methods,
whether comprised in an electronic communication or
otherwise, and written shall be construed accordingly.
Words denoting the singular number include the plural
number and vice versa; words denoting the masculine
gender include the feminine gender; and words denoting
persons include corporations.
Words or expressions contained in these Articles which
are not defined in Article 2 but are defined in the Act
have the same meaning as in the Act (but excluding any
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modification of the Act not in force at the date of
adoption of these Articles) unless inconsistent with the
subject or context.
Words or expressions contained in these Articles which
are not defined in Article 2 but are defined in the
Regulations have the same meaning as in the Regulations
(but excluding any modification of the Regulations not in
force at the date of adoption of these Articles) unless
inconsistent with the subject or context.
Subject to the preceding two paragraphs, references to
any provision of any enactment or of any subordinate
legislation (as defined by section 21(1) of the
Interpretation Act 1978) include any modification or
re-enactment of that provision for the time being in
force.
Headings and marginal notes are inserted for convenience
only and do not affect the construction of these
Articles.
In these Articles, (a) powers of delegation shall not be
restrictively construed but the widest interpretation
shall be given to them; (b) the word board in the context
of the exercise of any power contained in these Articles
includes any committee consisting of one or more
directors, any director holding executive office and any
local or divisional board, manager or agent of the
Company to which or, as the case may be, to whom the
power in question has been delegated; (c) no power of
delegation shall be limited by the existence or, except
where expressly provided by the terms of delegation, the
exercise of that or any other power of delegation; and
(d) except where expressly provided by the terms of
delegation, the delegation of a power shall not exclude
the concurrent exercise of that power by any other body
or person who is for the time being authorised to
exercise it under these Articles or under another
delegation of the power.
SHARE CAPITAL
Share capital 4.1 The authorised share capital of the Company on the
adoption of these Articles is US$600,000,000 and
(pound)50,000 divided into 2,400,000,000 ordinary shares
of US$0.25 each (Ordinary Shares) and 50,000 redeemable
preference shares of (pound)1 each (Redeemable Preference
Shares).
Rights 4.2 The rights attaching to the Redeemable Preference Shares
attaching to are as follows:
Redeemable
Preference a) On a distribution of assets of the Company among its
Shares members on a winding up or other return of capital
(other than a redemption or purchase by the Company of
its own shares), the holders of the Redeemable
Preference Shares shall be entitled, in priority to any
holder of any Ordinary Shares, to receive an amount
equal to the aggregate of the capital paid up or
credited as paid up on each Redeemable Preference
Share.
(b) Save as provided in Article 4.2(a), the holders of
the Redeemable Preference Shares shall not be entitled
to any participation in the profits or assets of the
Company.
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(c) The holders of Redeemable Preference Shares have no
right to receive notice of and do not have the right to
attend any general meeting of the Company subject to
the following exceptions:
(i) if it is proposed at the meeting to consider
any resolution approving the winding up of the
Company, the holders of the Redeemable Preference
Shares shall be entitled to attend such a meeting
but not to speak or vote;
(ii) if it is proposed at the meeting to consider
any resolution which abrogates or adversely
varies or otherwise directly adversely affects
the special rights and privileges attaching to
the Redeemable Preference Shares, the holders of
the Redeemable Preference Shares shall have the
right to attend such a meeting and to speak and
vote only on such resolution or any motion for
adjournment of the meeting before such resolution
is voted on.
(d) If entitled to vote at a general meeting of the
Company, every holder of Redeemable Preference Shares
present in person or by proxy (or, being a corporation,
by a duly authorised representative) shall have one
vote for every 50,000 Redeemable Preference Shares held
by him.
(e) Notwithstanding the rights of the holders of
Redeemable Preference Shares under Article 4.2(a), the
written consent of the holders of three-quarters in
nominal value of the issued Redeemable Preference
Shares or the sanction of an extraordinary resolution
passed at a separate general meeting of the holders of
the Redeemable Preference Shares is required if the
special rights and privileges attaching to the
Redeemable Preference Shares are to be abrogated, or
adversely varied or otherwise directly adversely
affected in any way. The creation, allotment or issue
of shares or securities which rank in priority to or
equally with the Redeemable Preference Shares (or of
any right to call for the allotment or issue of such
shares or securities) is for these purposes deemed not
to be an abrogation or variation or to have an effect
on the rights and privileges attaching to Redeemable
Preference Shares.
(f) All provisions of the Articles relating to general
meetings of the Company shall apply mutatis mutandis to
every general meeting of the holders of the Redeemable
Preference Shares.
(g) Subject to the Act, the Company shall have the
right at any time to redeem any such Redeemable
Preference Share (provided that it is credited as fully
paid) by giving to the registered holder not less than
7 days written notice of its intention to do so (the
Redemption Notice).
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(h) The Redemption Notice must specify the number of
Redeemable Preference Shares to be redeemed, the amount
payable on redemption and the time (Redemption Date)
and place at which:
(i) the share certificates in respect of the
Redeemable Preference Shares must be
delivered to the Company for cancellation;
and
(ii) the Company shall pay to the registered
holders of the Redeemable Preference Shares to be
redeemed the redemption money in respect of such
Redeemable Preference Shares
and the holders of the Redeemable Preference Shares to
be redeemed shall be bound by the Redemption Notice.
(i) The amount to be paid on redemption of each
Redeemable Preference Share shall equal the amount
credited as paid up on it (excluding any share premium)
and in the case of a partial redemption proportionately
in respect of each holding of Redeemable Preference
Shares; and if, in accordance with the Act, the
Redeemable Preference Shares shall not on any such date
be capable of being redeemed by the Company, such
redemption shall be effected as soon as is possible
after the Redeemable Preference Shares shall have
become capable of being redeemed.
(j) If any holder of a Redeemable Preference Share to
be redeemed fails or refuses to surrender the share
certificate(s) or indemnity for such Redeemable
Preference Share (or fails or refuses to accept the
redemption money payable in respect of it), the Company
shall retain such money and hold it on trust for such
holder without interest but, nevertheless, the
Redeemable Preference Shares shall be redeemed and
cancelled by the Company and the Company shall have no
further obligation whatsoever to the holder of a
Redeemable Preference Share.
(k) No Redeemable Preference Share shall be redeemed
otherwise than out of distributable profits or the
proceeds of a fresh issue of shares made for the
purposes of the redemption or out of capital to the
extent permitted by the Act.
(l) No Redeemable Preference Share redeemed by the
Company shall be capable of re-issue and on redemption
of any Redeemable Preference Shares the directors may
convert the authorised share capital created as a
consequence of such redemption into shares of any other
class of share capital into which the authorised share
capital of the Company is or may at that time be
divided of a like nominal amount (as nearly as may be)
as the shares of such class then in issue or into
unclassified shares of the same.
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5.1 Subject to the provisions of the Companies Acts and Shares with
without prejudice to any special rights previously conferred special rights
on the holders of any shares or class of shares for the time
being issued, any share in the Company may be classified and
be issued in any currency with such preferred, deferred or
other special rights, or subject to such restrictions,
whether as regards dividend, return of capital, voting or
otherwise, as the Company may from time to time by ordinary
resolution determine (or, in the absence of any such
determination, as the directors may classify and determine)
and the Company may issue any shares which are, or at the
option of the Company or the holder are liable to be
redeemed on such terms and in such manner as may be provided
by these Articles.
5.2 Subject to the provisions of the Companies Acts and Share warrants to
Articles 5.3 to 5.7, the Company with respect to any bearer
fully-paid shares may issue to such persons as the directors
may decide (the Bearer) Share Warrants to bearer (Share
Warrants) under the seal or in any other manner authorised
by the board stating that the Bearer is entitled to the
shares therein specified and may provide (by coupons or
otherwise) for the payment or making of future dividends or
other distributions, and the issue of shares pursuant to
Article 117, on or in respect of the shares included in such
Share Warrants.
5.3 A Share Warrant shall entitle the bearer thereof to the
shares specified in it, and the shares represented by it may
be transferred by the delivery of the Share Warrant, and the
provisions (other than this Article 5.3) with respect to the
transfer and transmission of shares and untraced
shareholders shall not apply thereto. The board may decide,
either generally or in any particular case or cases, that
any signature on a Share Warrant may be applied by
electronic or mechanical means or printed on it or that the
Share Warrant need not be signed by any person.
5.4 The directors shall be entitled (but not obliged) to
accept a certificate (in such form as the directors may
approve) of an Approved Depositary, or of any bank or agent
of the Company, that such bank, agent or Approved Depositary
holds a specified Share Warrant on behalf of the person
named in the certificate as sufficient evidence of the facts
stated in such certificate including the number of shares
specified in it, and may treat the deposit of such
certificate at the office at which the Company's share
register is situated (the Transfer Office) as equivalent to
the deposit, presentation or delivery there of the Share
Warrant for the purposes of these presents other than in
relation to Article 5.7.
5.5 The Share Warrants shall be subject to the following Conditions of issue
conditions: of share warrants
(a) Except as otherwise provided in sub-paragraph (g) of
this Article 5.5, no Share Warrant shall be issued
except upon a request in writing by the person for the
time being named in the register as the holder of the
shares in respect of which the Share Warrant is to be
issued. The directors shall not be under any obligation
to accede to any such request.
(b) The request shall be in such form, and supported by
such evidence as to the identity of the person making
the same and of his right or title to the shares,
17
as the directors shall from time to time require, and
shall be lodged at the Transfer Office.
(c) Before the issue of a Share Warrant the share
certificates (if any) then outstanding in respect of
the shares to be included in the Share Warrant shall be
delivered up to the Company for cancellation.
(d) Save as otherwise agreed by the Company, any person
applying to have a Share Warrant issued shall be
responsible for, and shall indemnify the Company
against, any stamp duties, stamp duty reserve tax,
bearer instrument duty, taxes, charges, fees, interest
and penalties payable (if any) in respect of the issue
of the Share Warrant and shall pay to the Company at
the time of such issue such amount in respect thereof
as the Company may reasonably require.
(e) Each Share Warrant shall represent such number of
shares and be in such language and form as the
directors shall think fit.
(f) The Company shall be entitled to recognise an absolute
right in the Bearer for the time being of any Share
Warrant to such amount of dividend or other moneys
payable on or in respect of the shares included in such
Share Warrant, as shall have been declared or otherwise
be payable, upon the presentation or delivery of such
Share Warrant, and payment by or on behalf of the
Company to an account or accounts specified by the
person presenting such Share Warrant to the Transfer
Office against such presentation or delivery shall be a
good discharge to the Company accordingly.
(g) Save as otherwise agreed by the Company, subject to the
payment to the Company of all (if any) stamp duties,
stamp duty reserve tax, bearer instrument duty, taxes,
charges, fees, interest and penalties which may thereby
be involved and for which the Company may be required
to account:
(i) if any Share Warrant is worn out, damaged or
defaced, a replacement Share Warrant will be
issued upon request and upon surrender of the old
Share Warrant for cancellation;
(ii) if any Share Warrant is alleged to have been lost,
stolen or destroyed, a replacement Share Warrant
may, at the discretion of the directors, be issued
to the person claiming to be entitled thereto upon
request and upon compliance with such conditions
as to evidence and indemnity and the payment of
out-of-pocket expenses of the Company in
connection with the request as the directors may
think fit provided that no new Share Warrant may
be issued to replace one that has been lost unless
the directors are satisfied beyond reasonable
doubt that the original has been destroyed; and
18
(iii) a Bearer may surrender for cancellation any Share
Warrant and request that the Company issue in lieu
two or more Share Warrants which together
represent the same shares in such proportion as he
may specify and directors may, if they think fit,
authorise the cancellation of the original Share
Warrant and the issuance of such new Share
Warrants.
(h) A Bearer may at any time deposit the Share Warrant
together with a written declaration specifying his name
and address at such place as the directors may from
time to time appoint (or, in default of such
appointment, at the Transfer Office), and, so long as
the Share Warrant remains so deposited, the depositor
shall have the same right of signing a requisition for
calling a meeting of the Company, of giving notice of
intention to submit a resolution to a meeting, of
attending and voting, giving a proxy and exercising the
other rights and privileges of a member at any meeting
held after the expiration of 48 hours from the time of
deposit, as if from the time of deposit his name were
inserted in the register as the holder of the shares
specified in the deposited Share Warrant. Not more than
one person shall be recognised as depositor of any
Share Warrant. Every Share Warrant which shall have
been so deposited as aforesaid shall remain so
deposited until after the close of the meeting at which
the depositor desires to attend or to be represented.
Save as otherwise expressly provided, no person shall,
as bearer of a Share Warrant, be entitled to sign a
requisition for calling a general meeting of the
Company.
(i) Subject as otherwise expressly provided in Article 5.2
to 5.7, a Bearer (or the depositor of a Share Warrant
in accordance with Article 5.5(h)) shall be entitled in
all other respects to the same rights, benefits,
privileges and advantages, accorded from time to time
pursuant to the Articles or by the Companies Acts
(subject to the Articles) and subject to the same
obligations and duties as if he were named in the
register as the holder of the shares specified in the
Share Warrant, and he shall be deemed to be a member of
the Company for these purposes.
5.6(a) In the case of an offer of shares, securities or
debentures to any class of members, or a proposed issue
of shares pursuant to Article 117, it shall be
sufficient, so far as any Bearer is concerned, to
advertise the fact of the proposed offer or issue once
in a leading London daily newspaper and once in
"Post-och Inrikes Tidningar" and in one leading Swedish
daily newspaper, and such other newspapers (if any) as
the directors may from time to time determine, and upon
the Bearer depositing the Share Warrant (or, if
appropriate, the requisite coupon) at the Transfer
Office, or some other place or places mentioned in the
advertisement, within the time limit prescribed in the
offer, he shall have the same right to receive the
offer and accept the proportionate number of shares,
securities or debentures within the time limit
prescribed in the offer, or to participate in the
proposed issue of shares pursuant to Article 117 as if
he were the registered holder of the shares comprised
in the Share Warrant.
19
(b) In the case of any notice or document or other
communication with members or any class of members, it
shall be sufficient, so far as any Bearer is concerned,
to advertise the notice, document or other
communication once in a leading London daily newspaper
and once in "Post-och Inrikes Tidningar" and in one
leading Swedish daily newspaper, and such other
newspapers (if any) as the directors may from time to
time determine, and giving an address or addresses
where copies of the notice, document or other
communication may be obtained by any Bearer.
Surrender of 5.7 If a Bearer shall desire to surrender a Share Warrant
share and be registered as a member or request that another
warrants person be registered as a member in respect of all or any
of the shares included in such Share Warrant, he shall
lodge at such place as the directors may from time to
time appoint (or, in default of such appointment, at the
Transfer Office) for cancellation of such Share Warrant
together with a declaration in writing signed by him in
such form and authenticated in such manner as the
directors may require, requesting to be registered as a
member in respect of all or some of the shares specified
in such Share Warrant and stating in such declaration his
full name and address. Save as otherwise agreed by the
Company, upon the payment to the Company of all (if any)
stamp duties, stamp duty reserve tax, bearer instrument
duty, taxes, charges, fees, interest and penalties which
may thereby be incurred by the Company or for which the
Company is required to account, the person giving such
declaration shall thereupon be entitled to have his name
entered as a member in the register in respect of the
relevant shares specified in the Share Warrant so
surrendered and to receive a share certificate therefor.
If the Bearer shall desire to be registered as a member
in respect of part only of the shares included in such
Share Warrant, a Share Warrant for the balance of the
shares shall be issued to such person without charge upon
cancellation of the Share Warrant so surrendered.
5.8 Subject to Articles 5.2 to 5.7, the Company shall not
be bound by or be compelled in any way to recognise any
right in respect of the share represented by a Share
Warrant other than the Bearer's absolute right to the
Share Warrant.
Uncertificated 6.1 Subject to the provisions of the Regulations, the board
shares may permit the holding of shares in any class of shares
in uncertificated form and the transfer of title to
shares in that class by means of a relevant system and
may determine that any class of shares shall cease to
be a participating security.
Not separate 6.2 Shares in the capital of the Company that fall within a
class of certain class shall not form a separate class of shares
shares from other shares in that class because any share in
that class:
(a) is held in uncertificated form; or
(b) is permitted in accordance with the Regulations to
become a participating security.
20
6.3 Where any class of shares is a participating security Exercise of Company's
and the Company is entitled under any provision of the entitlements in respect
Companies Acts, the Regulations or these Articles to sell, of uncertificated share
transfer or otherwise dispose of, forfeit, re-allot, accept
the surrender of or otherwise enforce a lien over a share
held in uncertificated form, the Company shall be entitled,
subject to the provisions of the Companies Acts, the
Regulations, these Articles and the facilities and
requirements of the relevant system:
(a) to require the holder of that uncertificated share by
notice to change that share into certificated form
within the period specified in the notice and to hold
that share in certificated form so long as required by
the Company;
(b) to require the holder of that uncertificated share by
notice to give any instructions necessary to transfer
title to that share by means of the relevant system
within the period specified in the notice;
(c) to require the holder of that uncertificated share by
notice to appoint any person to take any step,
including without limitation the giving of any
instructions by means of the relevant system, necessary
to transfer that share within the period specified in
the notice;
(d) to require the Operator to convert that uncertificated
share into certificated form in accordance with
Regulation 32(2)(c) of the Regulations; and
(e) to take any action that the board considers appropriate
to achieve the sale, transfer, disposal, forfeiture,
re-allotment or surrender of that share or otherwise to
enforce a lien in respect of that share.
7.1 The board has general and unconditional authority to Section 80 authority
exercise all the powers of the Company to allot relevant
securities up to an aggregate nominal amount equal to the
section 80 amount, for each prescribed period.
7.2 The board is empowered for each prescribed period to Section 89 disapplication
allot equity securities for cash pursuant to the authority
conferred by Article 7.1 as if section 89(1) of the Act did
not apply to any such allotment, provided that its power
shall be limited to:
(a) the allotment of equity securities in connection with a
rights issue; and
(b) the allotment (otherwise than pursuant to Article
7.2(a)) of equity securities up to an aggregate nominal
amount equal to the section 89 amount.
7.3 Before the expiry of a prescribed period the Company may Allotment after expiry
make an offer or agreement which would or might require
equity securities or other relevant securities to be
allotted after such expiry. The board may allot equity
securities or other relevant securities in pursuance of that
offer or agreement as if the prescribed period during which
that offer or agreement was made had not expired.
21
Definitions 7.4 In this Article:
prescribed period means any period for which the authority
conferred by Article 7.1 is given by ordinary or special
resolution stating the section 80 amount and/or the power
conferred by Article 7.2 is given by special resolution
stating the section 89 amount;
rights issue means an offer of equity securities to ordinary
shareholders (whether by way of rights issue, open offer or
otherwise) where the equity securities respectively
attributable to the interests of ordinary shareholders are
proportionate (as nearly as practicable) to the respective
numbers of ordinary shares held by them, but subject to such
exclusions or other arrangements as the board may deem
necessary or expedient in relation to fractional
entitlements or any legal, regulatory or practical problems
under the laws or regulations of any overseas territory or
the requirements of any regulatory body or stock exchange;
section 80 amount means, for any prescribed period, the
amount stated in the relevant ordinary or special
resolution; and
section 89 amount means, for any prescribed period, the
amount stated in the relevant special resolution.
Residual 8. Subject to the provisions of the Companies Acts relating
allotment to authority, pre-emption rights or otherwise and of any
powers resolution of the Company in general meeting passed pursuant
to those provisions, and, in the case of redeemable shares,
the provisions of Article 9:
(a) all unissued shares for the time being in the capital
of the Company shall be at the disposal of the board;
and
(b) the board may allot (with or without conferring a right
of renunciation), grant options over, or otherwise
dispose of them to such persons on such terms and
conditions and at such times as it thinks fit.
Redeemable 9. Subject to the provisions of the Companies Acts, and
shares without prejudice to any rights attached to any existing
shares or class of shares, shares may be issued which are to
be redeemed or are to be liable to be redeemed at the option
of the Company or the holder on such terms and in such
manner as may be provided by these Articles.
Commissions 10. The Company may exercise all powers of paying commissions
or brokerage conferred or permitted by the Companies Acts.
Subject to the provisions of the Companies Acts, any such
commission or brokerage may be satisfied by the payment of
cash or by the allotment of fully or partly paid shares or
partly in one way and partly in the other.
Trusts not 11. Except as required by law or as otherwise provided by
recognised these Articles, the Company shall recognise no person as
holding any share on any trust and the Company shall not be
bound by or recognise any interest in any share (or in any
22
fractional part of a share) except the holder's absolute
right to the entirety of the share (or fractional part of
the share).
VARIATION OF RIGHTS
12.1 Subject to the provisions of the Companies Acts, if at Method of varying rights
any time the capital of the Company is divided into
different classes of shares, the rights attached to any
class may (unless otherwise provided by the terms of
allotment of the shares of that class) be varied or
abrogated, whether or not the Company is being wound up,
either:
(a) with the consent of the holders of three-quarters in
nominal value of the issued shares of the class, which
consent shall be by means of one or more instruments or
contained in one or more electronic communications sent
to such address (if any) for the time being notified by
or on behalf of the Company for that purpose or a
combination of both; or
(b) with the sanction of an extraordinary resolution passed
at a separate general meeting of the holders of the
shares of the class,
but not otherwise.
12.2 For the purposes of this Article, if at any time the When rights
capital of the Company is divided into different classes of deemed to be varied
shares, unless otherwise expressly provided by the rights
attached to any share or class of shares, those rights shall
be deemed to be varied by:
(a) the reduction of the capital paid up on that share or
class of shares otherwise than by a purchase or
redemption by the Company of its own shares; and
(b) the allotment of another share ranking in priority for
payment of a dividend or in respect of capital or which
confers on its holder voting rights more favourable
than those conferred by that share or class of shares,
but shall not be deemed to be varied by:
(c) the creation or issue of another share ranking equally
with, or subsequent to, that share or class of shares
or by the purchase or redemption by the Company of its
own shares; or
(d) the Company permitting, in accordance with the
Regulations, the holding of and transfer of title to
shares of that or any other class in uncertificated
form by means of a relevant system.
SHARE CERTIFICATES
13. Every member, on becoming the holder of any certificated Members' rights to
share (except a recognised person in respect of whom the certificates
Company is not required by law to
23
complete and have ready for delivery a certificate) shall be
entitled, without payment, to one certificate for all the
certificated shares of each class held by him (and, on
transferring a part of his holding of certificated shares of
any class, to a certificate for the balance of his holding
of certificated shares). He may elect to receive one or more
additional certificates for any of his certificated shares
if he pays for every certificate after the first a
reasonable sum determined from time to time by the board.
Every certificate shall:
(a) be executed under the seal or otherwise in accordance
with Article 104 or in such other manner as the board
may approve; and
(b) specify the number, class and distinguishing numbers
(if any) of the shares to which it relates and the
amount or respective amounts paid up on the shares.
The Company shall not be bound to issue more than one
certificate for certificated shares held jointly by more
than one person and delivery of a certificate to one joint
holder shall be a sufficient delivery to all of them. Shares
of different classes may not be included in the same
certificate.
Replacement 14. If a share certificate is defaced, worn out, lost or
certificates destroyed, it may be renewed on such terms (if any) as to
evidence and indemnity and payment of any exceptional
out-of-pocket expenses reasonably incurred by the Company in
investigating evidence and preparing the requisite form of
indemnity as the board may determine but otherwise free of
charge, and (in the case of defacement or wearing out) on
delivery up of the old certificate.
TRANSFER OF SHARES
Form and 15. The instrument of transfer of a certificated share may
execution of be in any usual form or in any other form which the board
transfer of may approve. An instrument of transfer shall be signed by or
certificated on behalf of the transferor but need not be signed by or on
share behalf of the transferee. An instrument of transfer need not
be under seal.
Invalid 16.1 The board may refuse to register the transfer of a
transfers of certificated share unless the instrument of transfer:
certificated
shares (a) is lodged, duly stamped (if stampable), at the office
or at another place appointed by the board accompanied
by the certificate for the share 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;
(b) is in respect of only one class of shares; and
(c) is in favour of not more than four transferees.
Transfers by 16.2 In the case of a transfer of a certificated share by a
recognised recognised person, the lodging of a share certificate will
persons only be necessary if and to the extent that a certificate
has been issued in respect of the share in question.
24
17. If the board refuses to register a transfer of a share, Notice of
it shall send the transferee notice of its refusal within refusal to
two months after the date on which the instrument of register
transfer was lodged with the Company or the
Operator-instruction was received, as the case may be.
18. The registration of transfers of shares or of transfers Suspension of
of any class of shares may be suspended at such times and registration
for such periods (not exceeding 30 days in any year) as the
board may determine, except that the board may not suspend
the registration of transfers of any participating security
without the consent of the Operator of the relevant system.
19. No fee shall be charged for the registration of any No fee payable on
instrument of transfer or other document relating to or registration
affecting the title to a share.
20. The Company shall be entitled to retain an instrument of Retention of transfers
transfer which is registered, but an instrument of transfer
which the board refuses to register shall be returned to the
person lodging it when notice of the refusal is sent.
TRANSMISSION OF SHARES
21. If a member dies, the survivor or survivors where he was Transmission
a joint holder, and his personal representatives where he
was a sole holder or the only survivor of joint holders,
shall be the only persons recognised by the Company as
having any title to his interest. Nothing in these Articles
shall release the estate of a deceased member (whether a
sole or joint holder) from any liability in respect of any
share held by him.
22.1 A person becoming entitled by transmission to a share Elections permitted
may, on production of any evidence as to his entitlement
properly required by the board, elect either to become the
holder of the share or to have another person nominated by
him registered as the transferee. If he elects to become the
holder he shall send notice to the Company to that effect.
If he elects to have another person registered and the share
is a certificated share, he shall execute an instrument of
transfer of the share to that person. If he elects to have
himself or another person registered and the share is an
uncertificated share, he shall take any action the board may
require (including without limitation the execution of any
document and the giving of any instruction by means of a
relevant system) to enable himself or that person to be
registered as the holder of the share. All the provisions of
these Articles relating to the transfer of shares apply to
that notice or instrument of transfer as if it were an
instrument of transfer executed by the member and the death
or bankruptcy of the member or other event giving rise to
the transmission had not occurred.
22.2 The board may at any time send a notice requiring any Elections required
such person to elect either to be registered himself or to
transfer the share. If the notice is not complied with
within 60 days, the board may after the expiry of that
period withhold payment of all dividends or other moneys
payable in respect of the share until the requirements of
the notice have been complied with.
25
Rights of 23. A person becoming entitled by transmission to a share
persons shall, on production of any evidence as to his entitlement
entitled by properly required by the board and subject to the
transmission requirements of Article 22, have the same rights in relation
to the share as he would have had if he were the holder of
the share, subject to Article 113. That person may give a
discharge for all dividends and other moneys payable in
respect of the share, but he shall not, before being
registered as the holder of the share, be entitled in
respect of it to receive notice of, or to attend or vote at,
any meeting of the Company or to receive notice of or to
attend or vote at any separate meeting of the holders of any
class of shares in the capital of the Company.
ALTERATION OF SHARE CAPITAL
Alterations by 24. The Company may by ordinary resolution:
ordinary
resolution (a) increase its share capital by such sum to be divided
into shares of such amount as the resolution prescribes;
(b) consolidate and divide all or any of its share capital
into shares of larger amount than its existing shares;
(c) subject to the provisions of the Companies Acts,
sub-divide its shares, or any of them, into shares of
smaller amount than is fixed by the Memorandum and the
resolution may determine that, as between the shares
resulting from the sub-division, any of them may have
any preference or advantage as compared with the
others; and
(d) cancel 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.
New shares 25. All shares created by ordinary resolution pursuant to
subject to Article 24 shall be:
these
Articles (a) subject to all the provisions of these Articles
including, without limitation, provisions relating to
transfer and transmission; and
(b) unclassified, unless otherwise provided by these
Articles, by the resolution creating the shares or by
the terms of allotment of the shares.
Fractions
arising 26. Whenever any fractions arise as a result of a
consolidation or sub-division of shares, the board may on
behalf of the members deal with the fractions as it thinks
fit. In particular, without limitation, the board may sell
shares representing fractions to which any members would
otherwise become entitled to any person (including, subject
to the provisions of the Companies Acts, the Company) and
distribute the net proceeds of sale in due proportion among
those members. Where the shares to be sold are held in
certificated form the board may authorise some person to
execute an instrument of transfer of the shares to, or in
accordance with the directions of, the
26
buyer. Where the shares to be sold are held in uncertificated
form, the board may do all acts and things it considers
necessary or expedient to effect the transfer of the shares
to, or in accordance with the directions of, the buyer. The
buyer shall not be bound to see to the application of the
purchase moneys and his title to the shares shall not be
affected by any irregularity in, or invalidity of, the
proceedings in relation to the sale.
27. Subject to the provisions of the Companies Acts, the Power to reduce
Company may by special resolution reduce its share capital, capital
capital redemption reserve and share premium account in any
way.
PURCHASE OF OWN SHARES
28. Subject to and in accordance with the provisions of the Power to purchase
Companies Acts and without prejudice to any relevant special own shares
rights attached to any class of shares, the Company may
purchase any of its own shares of any class (including
without limitation redeemable shares) in any way and at any
price (whether at par or above or below par).
GENERAL MEETINGS
29. All general meetings of the Company other than annual Types of general
general meetings shall be called extraordinary general meeting
meetings. The board shall convene and the Company shall hold
general meetings as annual general meetings in accordance
with the requirements of the Companies Acts.
30. All provisions of these Articles relating to general Class meetings
meetings of the Company shall, mutatis mutandis, apply to
every separate general meeting of the holders of any class
of shares in the capital of the Company, except that:
(a) the necessary quorum shall be two persons holding or
representing by proxy at least one-third in nominal
value of the issued shares of the class or, at any
adjourned meeting of such holders, one holder present
in person or by proxy, whatever the amount of his
holding, who shall be deemed to constitute a meeting;
(b) any holder of shares of the class present in person or
by proxy may demand a poll; and
(c) each holder of shares of the class shall, on a poll,
have one vote in respect of every share of the class
held by him.
31. The board may call general meetings whenever and at such Convening general
times and places as it shall determine. On the requisition meetings
of members pursuant to the provisions of the Companies Acts,
the board shall promptly convene an extraordinary general
meeting in accordance with the requirements of the Companies
Acts. If there are insufficient directors available to call
a general meeting any director of the Company may call a
general meeting, but where no director is willing or able to
do so, any two members of the Company may summon a meeting
for the purpose of appointing one or more directors.
27
NOTICE OF GENERAL MEETINGS
Period of 32.1 An annual general meeting and an extraordinary general
notice meeting called for the passing of a special resolution or a
resolution appointing a person as a director shall be called
by at least 21 clear days' notice. All other extraordinary
general meetings shall be called by at least 14 clear days'
notice.
Recipients of 32.2 Subject to the provisions of the Companies Acts and
notice these Articles and to any restrictions imposed on any
shares, the notice shall be sent to all the members, to each
of the directors and to the auditors.
Contents of 33.1 The notice shall specify the time and place of the
notice: meeting (including without limitation any satellite meeting
general place arranged for the purposes of Article 34.1, which shall
be identified as such in the notice) and, in the case of
special business, the general nature of that business. All
business that is transacted at an extraordinary general
meeting shall be deemed special. All business transacted at
an annual general meeting shall be deemed special except:
(a) the declaration of dividends;
(b) the consideration and adoption of the accounts and
balance sheet and the reports of the directors and
auditors and other documents required to be annexed to
the accounts;
(c) the appointment and re-appointment of directors;
(d) the appointment of auditors where special notice of the
resolution for such appointment is not required by the
Companies Acts; and
(e) the fixing of, or the determining of the method of
fixing, the remuneration of the directors or auditors.
Contents of 33.2 In the case of an annual general meeting, the notice
notice: shall specify the meeting as such. In the case of a meeting
additional to pass a special or extraordinary resolution, the notice
requirements shall specify the intention to propose the resolution as a
special or extraordinary resolution, as the case may be.
Article 34.3 33.3 The notice shall include details of any arrangements
arrangements made for the purpose of Article 34.3 (making clear that
participation in those arrangements will not amount to
attendance at the meeting to which the notice relates).
General 34.1 The board (or the chairman of the meeting in the case
meetings at of an adjourned meeting) may resolve to enable persons
more than one entitled to attend a general meeting (or an adjourned
place general meeting, as the case may be) to do so by
simultaneous attendance and participation at one or more
satellite meeting places anywhere in the world. The members
present in person or by proxy at satellite meeting places
shall be counted in the quorum for, and entitled to vote at,
the general meeting in question, and that meeting shall be
duly constituted and its proceedings valid if the chairman
of the general meeting is satisfied that adequate facilities
are available
28
throughout the general meeting to ensure that members
attending at all the meeting places are able to:
(a) participate in the business for which the meeting has
been convened;
(b) hear and see all persons who speak (whether by the use
of microphones, loudspeakers, audio-visual
communications equipment or otherwise) in the principal
meeting place and any satellite meeting place; and
(c) be heard and seen by all other persons so present in
the same way.
The chairman of the general meeting shall be present at,
and the meeting shall be deemed to take place at, the
principal meeting place.
34.2 If it appears to the chairman of the general meeting Interruption or
that the facilities at the principal meeting place or any adjournment where
satellite meeting place have become inadequate for the facilities inadequate
purposes referred to in Article 34.1, then the chairman may,
without the consent of the meeting, interrupt or adjourn the
general meeting. All business conducted at that general
meeting up to the time of that adjournment shall be valid.
The provisions of Article 40.2 shall apply to that
adjournment.
34.3 The board may make arrangements for persons entitled to Other arrangements
attend a general meeting or an adjourned general meeting to for viewing/hearing
be able to view and hear the proceedings of the general proceedings
meeting or adjourned general meeting and to speak at the
meeting (whether by the use of microphones, loudspeakers,
audio-visual communications equipment or otherwise) by
attending at a venue anywhere in the world not being a
satellite meeting place. Those attending at any such
venue shall not be regarded as present at the general
meeting or adjourned general meeting and shall not be
entitled to vote at the meeting at or from that venue.
The inability for any reason of any member present in
person or by proxy at such a venue to view or hear all or
any of the proceedings of the meeting or to speak at the
meeting shall not in any way affect the validity of the
proceedings of the meeting.
34.4 The board may from time to time make any arrangements Controlling level
for controlling the level of attendance at any venue for of attendance
which arrangements have been made pursuant to Article 34.3
(including without limitation the issue of tickets or the
imposition of some other means of selection) it in its
absolute discretion considers appropriate, and may from time
to time change those arrangements. If a member, pursuant to
those arrangements, is not entitled to attend in person or
by proxy at a particular venue, he shall be entitled to
attend in person or by proxy at any other venue for which
arrangements have been made pursuant to Article 34.3. The
entitlement of any member to be present at such venue in
person or by proxy shall be subject to any such arrangement
then in force and stated by the notice of meeting or
adjourned meeting to apply to the meeting.
34.5 If, after the sending of notice of a general meeting Change in place
but before the meeting is held, or after the adjournment of and/or time of meeting
a general meeting but before the adjourned meeting is held
(whether or not notice of the adjourned meeting is
required), the board decides that it is impracticable or
unreasonable for a reason beyond its
29
control to hold the meeting at the declared place (or any of
the declared places, in the case of a meeting to which
Article 34.1 applies) and/or time, it may change the place
(or any of the places, in the case of a meeting to which
Article 34.1 applies) and/or postpone the time at which the
meeting is to be held. If such a decision is made, the
board may then change the place (or any of the places, in
the case of a meeting to which Article 34.1 applies)
and/or postpone the time again if it decides that it is
reasonable to do so. In either case:
(a) no new notice of the meeting need be sent, but the
board shall, if practicable, advertise the date, time
and place of the meeting in at least two leading
national daily newspapers with appropriate circulation
in the United Kingdom and in "Post-och Inrikes
Tidningar" and one leading Swedish daily newspaper and
shall make arrangements for notices of the change of
place and/or postponement to appear at the original
place and/or at the original time; and
(b) a proxy appointment in relation to the meeting may, if
by means of an instrument, be delivered to the office
or to such other place within the United Kingdom or
overseas as may be specified by or on behalf of the
Company in accordance with Article 60.1(a) or, if
contained in an electronic communication, be received
at the address (if any) specified by or on behalf of
the Company in accordance with Article 60.1(b), at any
time not less than 48 hours before any postponed time
appointed for holding the meeting.
Meaning of 34.6 For the purposes of this Article 34, the right of a
participate member to participate in the business of any general meeting
shall include without limitation the right to speak, vote on
a show of hands, vote on a poll, be represented by proxy and
have access to all documents which are required by the
Companies Acts or these Articles to be made available at the
meeting.
Accidental 35.1 The accidental omission to send a notice of a meeting,
omission to or to send any notification where required by the Companies
give notice Acts (or equivalent legislation in any jurisdiction) or
etc. these Articles in relation to the publication of a notice of
meeting on a website, or to send a form of proxy where
required by the Companies Acts (or equivalent legislation in
any jurisdiction) or these Articles, to any person entitled
to receive it, or the non-receipt for any reason of any
such notice or notification or form of proxy by that
person, whether or not the Company is aware of such
omission or non-receipt, shall not invalidate the
proceedings at that meeting.
Security 35.2 The board and, at any general meeting, the chairman may
make any arrangement and impose any requirement or
restriction it or he considers appropriate to ensure the
security of a general meeting including, without limitation,
requirements for evidence of identity to be produced by
those attending the meeting, the searching of their personal
property and the restriction of items that may be taken into
the meeting place. The board and, at any general meeting,
30
the chairman are entitled to refuse entry to a person who
refuses to comply with these arrangements, requirements or
restrictions.
PROCEEDINGS AT GENERAL MEETINGS
36. No business shall be transacted at any general meeting Quorum
unless a quorum is present, but the absence of a quorum
shall not preclude the choice or appointment of a chairman,
which shall not be treated as part of the business of the
meeting. Save as otherwise provided by these Articles, two
persons present in person or by proxy and entitled to vote
on the business to be transacted shall be a quorum.
37. If such a quorum is not present within five minutes (or If quorum not present
such longer time not exceeding 30 minutes as the chairman of
the meeting may decide to wait) from the time appointed for
the meeting, or if during a meeting such a quorum ceases to
be present, the meeting, if convened on the requisition of
members, shall be dissolved, and in any other case shall
stand adjourned to such time and place as the chairman of
the meeting may determine. The adjourned meeting shall be
dissolved if a quorum is not present within 15 minutes
after the time appointed for holding the meeting.
38. The chairman, if any, of the board or, in his absence, Chairman
any deputy chairman of the Company or, in his absence, some
other director nominated by the board, shall preside as
chairman of the meeting. If neither the chairman, a deputy
chairman nor such other director (if any) is present within
five minutes after the time appointed for holding the
meeting or is not willing to act as chairman, the directors
present shall elect one of their number to be chairman. If
there is only one director present and willing to act, he
shall be chairman. If no director is willing to act as
chairman, or if no director is present within five minutes
after the time appointed for holding the meeting, the
members present and entitled to vote shall choose one of
their number to be chairman.
39. A director shall, notwithstanding that he is not a Directors entitled to speak
member, be entitled to attend and speak at any general
meeting and at any separate meeting of the holders of any
class of shares in the capital of the Company.
40.1 The chairman may, with the consent of a meeting at Adjournments: chairman's powers
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. No business shall be transacted at an
adjourned meeting other than business which might properly
have been transacted at the meeting had the adjournment not
taken place. In addition (and without prejudice to the
chairman's power to adjourn a meeting conferred by Article
34.2), the chairman may adjourn the meeting to another time
and place without such consent if it appears to him that:
(a) it is likely to be impracticable to hold or continue
that meeting because of the number of members wishing
to attend who are not present; or
(b) the unruly conduct of persons attending the meeting
prevents or is likely to prevent the orderly
continuation of the business of the meeting; or
31
(c) an adjournment is otherwise necessary so that the
business of the meeting may be properly conducted.
Adjournments: 40.2 Any such adjournment may be for such time and to such
procedures other place or places as the chairman may, in his absolute
discretion, determine, notwithstanding that by reason of
such adjournment some members may be unable to be present at
the adjourned meeting. The discretion of the chairman shall
include the discretion as to whether to make arrangements
for a satellite meeting place in respect of the adjourned
meeting and whether the meeting place of the adjourned
meeting should be in a different country from the original
principal meeting place. Any member unable to be present at
the adjourned meeting may nevertheless appoint a proxy for
the adjourned meeting either in accordance with Article 60.1
or by means of an instrument which, if delivered by him at
the meeting which is adjourned to the chairman or the
secretary, shall be valid even though it is given at less
notice than would otherwise be required by Article
60.1(a). When a meeting is adjourned for 30 days or more
or for an indefinite period, notice shall be sent at
least seven clear days' before the date of the adjourned
meeting specifying the time and place (or places, in the
case of a meeting to which the chairman has determined
that the provisions of Article 34.1 should apply) of the
adjourned meeting and the general nature of the business
to be transacted. Otherwise it shall not be necessary to
give any notice of an adjournment or of the business to
be transacted at an adjourned meeting.
Amendments to 41. If an amendment is proposed to any resolution under
resolutions consideration but is in good faith ruled out of order by the
chairman, the proceedings on the substantive resolution
shall not be invalidated by any error in such ruling.
With the consent of the chairman, an amendment may be
withdrawn by its proposer before it is voted on. No
amendment to a resolution duly proposed as a special or
extraordinary resolution may be considered or voted on
(other than a mere clerical amendment to correct a patent
error). No amendment to a resolution duly proposed as an
ordinary resolution may be considered or voted on (other
than a mere clerical amendment to correct a patent error)
unless either (a) at least 48 hours before the time
appointed for holding the meeting or adjourned meeting at
which the ordinary resolution is to be considered, notice
of the terms of the amendment and the intention to move
it has been delivered by means of an instrument to the
office or to such other place as may be specified by or
on behalf of the Company for that purpose, or received in
an electronic communication at such address (if any) for
the time being notified by or on behalf of the Company
for that purpose, or (b) the chairman in his absolute
discretion decides that the amendment may be considered
and voted on.
Methods of 42. All special or extraordinary resolutions put to the vote
voting of a general meeting shall be decided on a poll. All other
resolutions put to the vote of a general meeting shall be
decided on a show of hands unless, before or on the
declaration of the result of a vote on the show of hands
or on the withdrawal of any other demand for a poll, a
poll is duly demanded. Subject to the provisions of the
Companies Act, a poll may be demanded by:
(a) the chairman of the meeting; or
32
(b) at least two members present in person or by proxy; or
(c) any member or members present in person or by proxy
representing not less than one-tenth of the total
voting rights of all the members having the right to
vote at the meeting; or
(d) any member or members present in person or by proxy
holding shares conferring a right to vote at the
meeting being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total
sum paid up on all the shares conferring that right.
A demand by a person as proxy for a member shall be the same
as a demand by the member.
43. Unless a poll is duly demanded (and the demand is not Declaration of result
withdrawn before the poll is taken) or is required under
Article 42, a declaration by the chairman that a resolution
has been carried or carried unanimously, or by a particular
majority, or lost, or not carried by a particular majority
shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour
of or against the resolution.
44. In the case of an equality of votes, whether on a show Chairman's casting vote
of hands or on a poll, the chairman shall be entitled to a
casting vote in addition to any other vote he may have.
45. The demand for a poll may be withdrawn before the poll Withdrawal of demand
is taken, but only with the consent of the chairman. A for poll
demand so withdrawn shall not be taken to have invalidated
the result of a show of hands declared before the demand was
made. If the demand for a poll is withdrawn, the chairman or
any other member entitled may demand a poll.
46. Subject to Article 47, a poll shall be taken as the Conduct of poll
chairman directs and he may, and shall if required by the
meeting, appoint scrutineers (who need not be members) and
fix a time and place for declaring the result of the poll.
The result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded.
47. A poll demanded on the election of a chairman or on a When poll to be taken
question of adjournment shall be taken at the meeting at
which it is demanded. A poll demanded on any other question
shall be taken either at the meeting or at such time and
place as the chairman directs not being more than 30 days
after the poll is demanded. 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 was
demanded. If a poll is demanded before the declaration of
the result of a show of hands and the demand is duly
withdrawn, the meeting shall continue as if the demand had
not been made.
48. No notice need be sent of a poll not taken at the Notice of poll
meeting at which it is demanded if the time and place at
which it is to be taken are announced at the
33
meeting. In any other case notice shall be sent at least
seven clear days' before the taking of the poll specifying
the time and place at which the poll is to be taken.
Effectiveness 49. Where for any purpose an ordinary resolution of the
of special and Company is required, a special or extraordinary resolution
extraordinary shall also be effective. Where for any purpose an
resolutions extraordinary resolution is required, a special resolution
shall also be effective.
VOTES OF MEMBERS
Right to vote 50. Subject to any rights or restrictions attached to any
shares, on a show of hands every member who is present in
person or by proxy shall have one vote and on a poll every
member present in person or by proxy shall have one vote for
every share of which he is the holder.
Votes of joint 51. In the case of joint holders of a share, the vote of the
holders 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. For this purpose seniority shall be
determined by the order in which the names of the holders
stand in the register.
Member under 52. A member in respect of whom an order has been made by a
incapacity court or official having jurisdiction (whether in the United
Kingdom or elsewhere) in matters concerning mental disorder
may vote, whether on a show of hands or on a poll, by his
receiver, curator bonis or other person authorised for that
purpose appointed by that court or official. That receiver,
curator bonis or other person may also vote by proxy. The
right to vote shall be exercisable only if evidence
satisfactory to the board of the authority of the person
claiming to exercise the right to vote has been delivered
to the office, or at another place specified in
accordance with these Articles for the delivery of proxy
appointments, not less than 48 hours before the time
appointed for holding the meeting or adjourned meeting at
which the right to vote is to be exercised.
Section 212 of 53.1 If at any time the board is satisfied that any member,
the Act: or any other person appearing to be interested in shares
restrictions held by such member, has been duly served with a notice
if in default under section 212 of the Act (a section 212 notice) and is
in default for the prescribed period in supplying to the
Company the information thereby required, or, in purported
compliance with such a notice, has made a statement which is
false or inadequate in a material particular, then the board
may, in its absolute discretion at any time thereafter by
notice (a direction notice) to such member direct that:
(a) in respect of the shares in relation to which the
default occurred (the default shares, which expression
includes any shares issued after the date of the
section 212 notice in respect of those shares) the
member shall not be entitled to attend or vote either
personally or by proxy at a general meeting or at a
separate meeting of the holders of that class of shares
or on a poll; and
34
(b) where the default shares represent at least 1/4 of one
per cent. in nominal value of the issued shares of
their class, the direction notice may additionally
direct that in respect of the default shares:
(i) no payment shall be made by way of dividend and no
share shall be allotted pursuant to Article 112;
(ii) no transfer of any default share shall be
registered unless:
(A) the member is not himself in default as regards
supplying the information requested and the
transfer when presented for registration is
accompanied by a certificate by the member in such
form as the board may in its absolute discretion
require 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; or
(B) the transfer is an approved transfer; or
(C) registration of the transfer is required by the
Regulations.
53.2 The Company shall send a copy of the direction notice Copy of notice
to each other person appearing to be interested in the to interested
default shares, but the failure or omission by the Company persons
to do so shall not invalidate such notice.
53.3 Where any person appearing to be interested in shares Service on Approved
has been duly served with a section 212 notice and the Depositaries
shares in which he appears to be interested are held by an
Approved Depositary, the provisions of this Article shall be
treated as applying only to those shares held by the
Approved Depositary in which such person appears to be
interested and not (insofar as such person's apparent
interest is concerned) to any other shares held by the
Approved Depositary.
53.4 Where the member on which a section 212 notice is duly
served is an Approved Depositary acting in its capacity as
such, the obligations of the Approved Depositary as a member
of the Company shall be limited to disclosing to the Company
such information relating to any person appearing to be
interested in the shares held by it as has been recorded
by it pursuant to the arrangements entered into by the
Company or approved by the directors pursuant to which it
was appointed as an Approved Depositary and the default
shares shall be those shares held by it in respect of
which it or any other person has not complied with such
obligations.
53.5 Any direction notice shall cease to have effect not When restrictions
more than seven days after the earlier of receipt by the cease to have effect
Company of:
(a) a notice of an approved transfer, but only in relation
to the shares transferred; or
35
(b) all the information required by the relevant section
212 notice, in a form satisfactory to the board.
Board may 53.6 The board may at any time send a notice cancelling a
cancel direction notice.
restrictions
Conversion of 53.7 The Company may exercise any of its powers under
uncertificated Article 6.3 in respect of any default share that is held in
shares uncertificated form.
Provisions 54.1 For the purposes of Article 53:
supplementary
to Article 53 (a) a person shall be treated as appearing to be interested
in any shares if the member holding such shares has
sent to the Company a notification under section 212 of
the Act which either (i) names such person as being so
interested or (ii) fails to establish the identities of
all those interested in the shares, and (after taking
into account the said notification and any other
relevant section 212 notification) the Company knows or
has reasonable cause to believe that the person in
question is or may be interested in the shares;
(b) the prescribed period is 14 days from the date of
service of the section 212 notice; and
(c) a transfer of shares is an approved transfer if:
(i) it is a transfer of shares pursuant to an
acceptance of a takeover offer (within the meaning
of section 428(1) of the Act); or
(ii) the board is satisfied that the transfer is made
pursuant to a sale of the whole of the beneficial
ownership of the shares the subject of the
transfer to a party unconnected with the member
and with any other person appearing to be
interested in the shares; or
(iii) the transfer results from a sale made through a
recognised investment exchange as defined in the
Financial Services and Markets Act 2000 or any
other stock exchange outside the United Kingdom on
which the Company's shares are normally traded.
Section 216 of 54.2 Nothing contained in Article 53 limits the power of the
the Act Company under section 216 of the Act.
Errors in 55. If any votes are counted which ought not to have been
voting counted, or might have been rejected, the error shall not
vitiate the result of the voting unless it is pointed out at
the same meeting, or at any adjournment of the meeting, and,
in the opinion of the chairman, it is of sufficient
magnitude to vitiate the result of the voting.
Objection to 56. No objection shall be raised to the qualification of any
voting voter except at the meeting or adjourned meeting or poll at
which the vote objected to is tendered. Every vote not
disallowed at such meeting shall be valid and every vote not
36
counted which ought to have been counted shall be
disregarded. Any objection made in due time shall be
referred to the chairman whose decision shall be final and
conclusive.
57. On a poll, votes may be given either personally or by Supplementary
proxy. A member entitled to more than one vote need not, if provisions on voting
he votes, use all his votes or cast all the votes he uses in
the same way.
PROXIES AND CORPORATE REPRESENTATIVES
58. The appointment of a proxy, whether by means of an Appointment of proxy;
instrument or contained in an electronic communication, execution
shall be executed in such manner as the board may approve.
Subject thereto, the appointment of a proxy shall be
executed by the appointor or his attorney or, if the
appointor is a corporation, executed by a duly authorised
officer, attorney or other authorised person or under its
common seal. For the purpose of this Article and Articles 59
and 60, an electronic communication which contains a proxy
appointment need not comprise writing if the board so
determines and in such a case, if the board so determines,
the appointment need not be executed but shall instead be
subject to such conditions as the board may approve.
59. The appointment of a proxy shall be in any usual form or Method of proxy appointment
in any other form which the board may approve. Subject
thereto, the appointment of a proxy may be:
(a) by means of an instrument; or
(b) contained in an electronic communication sent to such
address (if any) for the time being notified by or on
behalf of the Company for that purpose, provided that
the electronic communication is received in accordance
with Article 60.1 not less than 48 hours before the
time appointed for holding the meeting or adjourned
meeting (or any postponed time appointed for holding
the meeting pursuant to Article 34.5) or, where a poll
is taken more than 48 hours after it is demanded, after
the poll has been demanded and not less than 48 hours
before the time appointed for the taking of the poll.
The board may, if it thinks fit, but subject to the
provisions of the Companies Acts, at the Company's expense
send forms of proxy for use at the meeting and issue
invitations contained in electronic communications to
appoint a proxy in relation to the meeting in such form as
may be approved by the board. The appointment of a proxy
shall not preclude a member from attending and voting in
person at the meeting or poll concerned. A member may
appoint more than one proxy to attend on the same occasion,
save that each such appointment shall specify the number of
shares in respect of which the appointment is made and the
aggregate number of shares in respect of which the
appointments are made shall not exceed the number of shares
registered in the name of such member.
60.1 Without prejudice to Article 34.5(b) or to the third Delivery/receipt of
sentence of Article 40.2, the appointment of a proxy shall: proxy appointment
37
(a) in the case of an instrument, be delivered personally
or by post to the office or such other place within the
United Kingdom as may be specified by or on behalf of
the Company for that purpose:
(i) in the notice convening the meeting, or
(ii) in any form of proxy sent by or on behalf of the
Company in relation to the meeting,
not less than 48 hours before the time appointed for holding
the meeting or adjourned meeting (or any postponed time
appointed for holding the meeting pursuant to Article 34.5)
at which the person named in the appointment proposes to
vote; or
(b) in the case of an appointment contained in an
electronic communication, where an address has been
specified by or on behalf of the Company for the
purpose of receiving electronic communications:
(i) in the notice convening the meeting, or
(ii) in any form of proxy sent by or on behalf of the
Company in relation to the meeting, or
(iii) in any invitation contained in an electronic
communication to appoint a proxy issued by or on
behalf of the Company in relation to the meeting,
be received at that address not less than 48 hours before
the time appointed for holding the meeting or adjourned
meeting (or any postponed time appointed for holding the
meeting pursuant to Article 34.5) at which the person named
in the appointment proposes to vote; or
(c) in either case, where a poll is taken more than 48
hours after it is demanded, be delivered or received as
aforesaid after the poll has been demanded and not less
than 48 hours before the time appointed for the taking
of the poll; or
(d) in the case only of an instrument, where a poll is not
taken immediately but is taken not more than 48 hours
after it was demanded, be delivered at the meeting at
which the poll was demanded to the chairman or to the
secretary.
Receipt of 60.2 Any power of attorney or other written authority under
authority which a proxy appointment is executed or an office or
notarially certified copy or a copy certified in accordance
with the Powers of Attorney Act 1971 (or in accordance with
equivalent legislation in any jurisdiction) of such power or
written authority shall be:
(a) delivered personally or by post to the office, or to
such other place within the United Kingdom or overseas
as may be specified by or on behalf of the
38
Company in accordance with Article 60.1(a),
not less than 48 hours before the time
appointed for holding the meeting or
adjourned meeting (or any postponed time
appointed for holding the meeting pursuant to
Article 34.5) at which the person named in
the appointment proposes to vote; or
(b) where a poll is taken more than 48 hours after it is
demanded, be delivered as aforesaid after the poll has
been demanded and not less than 24 hours before the
time appointed for the taking of the poll; or
(c) in the case only of a proxy appointment by means of an
instrument, where a poll is not taken immediately but
is taken not more than 48 hours after it was demanded,
be delivered at the meeting at which the poll was
demanded to the chairman or to the secretary together
with the proxy appointment to which it relates.
Validity of 60.3 A proxy appointment which is not delivered or received
proxy in accordance with Article 60.1, or in respect of which
appointment Article 60.2 has not been complied with, shall be invalid.
No proxy appointment shall be valid more than twelve months
after the date stated in it as the date of its execution.
When two or more valid proxy appointments are delivered or
received in respect of the same share for use at the same
meeting, the one which was delivered or received last
(regardless of when it was executed or by what means it was
delivered or received) 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. The proceedings at a general meeting shall not be
invalidated where a proxy appointment in respect of that
meeting is delivered or received in a manner permitted by
these Articles by electronic communication, but because of a
technical problem it cannot be read by the recipient.
61. A proxy appointment shall be deemed to include the right Validity of proxy
to demand, or join in demanding, a poll but shall not confer appointment
any further right to speak at a meeting, except with the
permission of the chairman. The proxy appointment shall also
be deemed to confer authority to vote on any amendment of a
resolution put to the meeting for which it is given as the
proxy thinks fit. The proxy appointment shall, unless it
provides to the contrary, be valid for any adjournment of
the meeting as well as for the meeting to which it relates.
62. Any corporation which is a member of the Company (in Corporate representatives
this Article the grantor) 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 at any separate meeting of the holders of any
class of shares. A person so authorised shall be entitled to
exercise the same power on behalf of the grantor as the
grantor could exercise if it were an individual member of
the Company, save that a director, the secretary or other
person authorised for the purpose by the secretary may
require such person to produce a certified copy of the
resolution of authorisation or other authority before
permitting him to exercise his powers. The grantor shall for
the purposes of these Articles be deemed to be present in
person at any such meeting if a person so authorised is
present at it.
39
Revocation of 63. A vote given or poll demanded by a proxy or by the duly
authority authorised representative of a corporation shall be valid
notwithstanding the previous determination of the authority
of the person voting or demanding the poll unless notice of
the determination was either delivered or received as
mentioned in the following sentence at least three hours
before the start of the meeting or adjourned meeting at
which the vote is given or the poll demanded or (in the case
of a poll taken otherwise than on the same day as the
meeting or adjourned meeting) the time appointed for taking
the poll. Such notice of determination shall be either by
means of an instrument delivered to the office or to such
other place within the United Kingdom as may be specified by
or on behalf of the Company in accordance with Article
60.1(a) or contained in an electronic communication received
at the address (if any) specified by or on behalf of the
Company in accordance with Article 60.1(b), regardless of
whether any relevant proxy appointment was effected by means
of an instrument or contained in an electronic
communication. For the purpose of this Article, an
electronic communication which contains such notice of
determination need not comprise writing if the board has
determined that the electronic communication which contains
the relevant proxy appointment need not comprise writing.
NUMBER OF DIRECTORS
Limits on 64. Unless otherwise determined by ordinary resolution, the
number of number of directors shall be not less than 5 nor more than
directors 14.
APPOINTMENT AND RETIREMENT OF DIRECTORS
Number of 65. At the annual general meeting of the Company in every
directors to year, all of the directors shall retire. A retiring director
retire shall be eligible for re-election.
Appointment of 66. The Company at the meeting at which a director retires
directors. in manner aforesaid may, subject to Article 68, fill the
vacated office by electing a person thereto. In default the
retiring director shall, if offering himself for
re-election, be deemed to have been re-elected, unless:
(a) at such meeting it is expressly resolved not to fill
such vacated office or a resolution for the re-election
of such director shall have been put to the meeting and
lost;
(b) such director has given notice to the Company that he
is unwilling to be re-elected;
(c) the default is due to the moving of a resolution in
contravention of Article 98.
The retirement shall not have effect until the conclusion of
the meeting except where a resolution is passed to elect
some other person in the place of the retiring director or a
resolution for his re-election is put to the meeting and
lost and accordingly a retiring director who is re-elected
or deemed to have been re-elected will continue in office
without a break.
40
67. A resolution for the election of 2 or more persons as Separate resolutions
directors by a single resolution shall not be moved at any on appointment
general meeting unless a resolution that it shall be so
moved has first been agreed to by the meeting without any
vote being given against it; and any resolution moved in
contravention of this provision shall be void.
68. No person (other than a director retiring at the general Eligibility for election
meeting in question) shall be appointed a director at any
general meeting unless:
(a) he is recommended by the Company's nomination
committee; or
(b) not less than seven nor more than 42 days before the
date appointed for the meeting, notice executed by a
member qualified to vote at the meeting (not being the
person to be proposed) has been received by the Company
of the intention to propose that person for appointment
stating the particulars which would, if he were so
appointed, be required to be included in the Company's
register of directors, together with notice executed by
that person of his willingness to be appointed.
69. Subject as aforesaid, the Company may by ordinary Additional powers
resolution appoint a person who is willing to act to be a of the Company
director either to fill a vacancy or as an additional
director. The appointment of a person to fill a vacancy or
as an additional director shall take effect from the end of
the meeting.
70. The directors shall have the power to appoint a Appointment by board
director, provided such director has been nominated by the
Company's nomination committee, but so that the total number
of directors shall not at any time exceed the number fixed
by or pursuant to Article 64. Any director so appointed
shall hold office only until the next extraordinary or
annual general meeting (whichever is the earlier) and shall
then be eligible for re-election.
71. No person shall be disqualified from being appointed or Age limit
re-appointed a director, and no director shall be required
to vacate that office, by reason only of the fact that he
has attained the age of 70 years or any other age nor shall
it be necessary by reason of his age to give special notice
under the Companies Acts of any resolution. Where the board
convenes any general meeting of the Company at which (to the
knowledge of the board) a director will be proposed for
appointment or re-appointment who at the date for which the
meeting is convened will have attained the age of 70 or
more, the board shall give notice of his age in years in the
notice convening the meeting or in any document sent with
the notice, but the accidental omission to do so shall not
invalidate any proceedings, or any appointment or
re-appointment of that director, at that meeting.
72. By way of qualification, a director shall be required to Share qualification
be the beneficial owner of Ordinary Shares of the Company of
aggregate nominal amount of US$125, such qualification to be
obtained within 2 months of the date of his appointment.
41
POWERS OF THE BOARD
Business to be 73. Subject to the provisions of the Companies Acts, the
managed by Memorandum and these Articles and to any directions given by
board special resolution, the business of the Company shall be
managed by the board which may exercise all the powers of
the Company, including without limitation the power to
dispose of all or any part of the undertaking of the
Company. No alteration of the Memorandum or Articles and no
such direction shall invalidate any prior act of the board
which would have been valid if that alteration had not been
made or that direction had not been given. The powers given
by this Article shall not be limited by any special power
given to the board by these Articles. A meeting of the board
at which a quorum is present may exercise all powers
exercisable by the board.
Exercise by 74. The board may exercise the voting power conferred by the
Company of shares in any body corporate held or owned by the Company in
voting rights such manner in all respects as it thinks fit (including
without limitation the exercise of that power in favour of
any resolution appointing its members or any of them
directors of such body corporate, or voting or providing for
the payment of remuneration to the directors of such body
corporate).
DELEGATION OF POWERS OF THE BOARD
Committees of 75. The directors may delegate any of their powers to
the board committees consisting of such member or members of their
body and such other named persons as they think fit, to be
co-opted as hereinafter provided. Insofar as any such power
or discretion is delegated to a 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. Any such delegation (which shall, unless
otherwise stated, include authority to sub-delegate all or
any of the powers so delegated) may be collateral with or to
the exclusion of the powers which are the subject of the
delegation (or sub-delegation) and shall be subject to these
Articles and to such other terms, conditions and
restrictions as the directors may from time to time impose;
and any or all of the powers so delegated may be altered,
waived, withdrawn or revoked by the directors. The number of
members of any committee referred to in this Article who are
not directors shall be less than one-quarter of the total
number of members of the committee and less than one-half of
the quorum. Subject to any conditions imposed by the board,
the proceedings of a committee with two or more members
shall be governed by these Articles regulating the
proceedings of directors so far as they are capable of
applying, provided that the quorum of any meeting or
adjourned meeting shall consist of a majority of directors
and no resolution of the committee shall be effective unless
a majority of the members of the committee present
throughout the meeting are directors.
Local boards, 76. The board may establish local or divisional boards or
etc. 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 the local or divisional boards,
or any managers or agents, and may fix their remuneration.
The board may
42
delegate to any local or divisional board, manager or agent
any of the powers, authorities and discretions vested in or
exercisable by the board, with power to sub-delegate, and
may authorise the members of any local or divisional board,
or any of them, to fill any vacancies and to act
notwithstanding vacancies. Any appointment or delegation
made pursuant to this Article may be made on such terms and
subject to such conditions as the board may decide. The
board may remove any person so appointed and may revoke or
vary the delegation but no person dealing in good faith and
without notice of the revocation or variation shall be
affected by it.
77. The board may, by power of attorney or otherwise, Agents
appoint any person to be the agent of the Company for such
purposes, with such powers, authorities and discretions (not
exceeding those vested in the board) and on such conditions
as the board determines, including without limitation
authority for the agent to delegate all or any of his
powers, authorities and discretions, and may revoke or vary
such delegation.
78. The board may appoint any person to any office or Offices including the
employment having a designation or title including the word title "director"
"director" or attach to any existing office or employment
with the Company such a designation or title and may
terminate any such appointment or the use of any such
designation or title. The inclusion of the word "director"
in the designation or title of any such office or employment
shall not imply that the holder is a director of the
Company, and the holder shall not thereby be empowered in
any respect to act as, or be deemed to be, a director of the
Company for any of the purposes of these Articles.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
79. The office of a director shall be vacated if: Disqualification as a director
(a) he ceases to be a director by virtue of any provisions
of the Companies Acts or these Articles or he becomes
prohibited by law from being a director; or
(b) he becomes bankrupt or makes any arrangement or
composition with his creditors generally; or
(c) he is, or may be, suffering from mental disorder and
either:
(i) he is admitted to hospital in pursuance of an
application for admission for treatment under the
Mental Health Act 1983 or under any equivalent
legislation in any jurisdiction; or
(ii) 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 bonis or other person to exercise powers
with respect to his property or affairs; or
(d) he resigns his office by notice to the Company or,
having been appointed for a fixed term, the term
expires; or
43
(e) he has been absent for more than six consecutive months
without permission of the board from meetings of the
board held during that period and the board resolves
that his office be vacated; or
(f) he does not within 2 months from the date of his
appointment obtain his qualification holding or, after
the expiration of such period, he ceases at any time to
hold his qualification holding. A person vacating
office under this sub-clause shall be incapable of
being re-appointed a director of the Company until he
has obtained his qualification holding.
Power of 80. The Company may, without prejudice to the provisions of
Company to the Companies Acts, by ordinary resolution remove any
remove director from office (notwithstanding any provision of these
director Articles or of any agreement between the Company and such
director, but without prejudice to any claim he may have for
damages for breach of any such agreement). No special notice
need be given of any resolution to remove a director in
accordance with this Article and no director proposed to be
removed in accordance with this Article has any special
right to protest against his removal. The Company may, by
ordinary resolution, appoint another person in place of a
director removed from office in accordance with this
Article.
REMUNERATION OF NON-EXECUTIVE DIRECTORS
Ordinary 81. The ordinary remuneration of the directors who do not
remuneration hold executive office for their services (excluding amounts
payable under any other provision of these Articles) shall
not exceed in aggregate (pound)750,000 per annum or such
higher amount as the Company may from time to time by
ordinary resolution determine. Subject thereto, each such
director shall be paid a fee (which shall be deemed to
accrue from day to day) at such rate as may from time to
time be determined by the board.
Additional 82. Any director who does not hold executive office and who
remuneration serves on any committee of the board or, at the request of
for special the board, goes or resides abroad for any purpose of the
services Company or otherwise performs special services which in the
opinion of the board are outside the scope of the ordinary
duties of a director, may (without prejudice to the
provisions of Article 81) be paid such extra remuneration by
way of salary, commission or otherwise as the board may
determine.
DIRECTORS' EXPENSES
Directors may 83. The directors may be paid all travelling, hotel, and
be paid other expenses properly incurred by them in connection with
expenses their attendance at meetings of the board or committees of
the board, general meetings or separate meetings of the
holders of any class of shares or of debentures of the
Company or otherwise in connection with the discharge of
their duties.
EXECUTIVE DIRECTORS
Appointment to 84. Subject to the provisions of the Companies Acts, the
executive board may appoint one or more of its body to be the holder
office of any executive office (except that of auditor)
44
in the Company and may enter into an agreement or
arrangement with any director for his employment by the
Company or for the provision by him of any services outside
the scope of the ordinary duties of a director. Any such
appointment, agreement or arrangement may be made on such
terms, including without limitation terms as to
remuneration, as the board determines. The board may revoke
or vary any such appointment but without prejudice to any
rights or claims which the person whose appointment is
revoked or varied may have against the Company because of
the revocation or variation.
85. Any appointment of a director to an executive office Termination of appointment
shall terminate if he ceases to be a director but without to executive office
prejudice to any rights or claims which he may have against
the Company by reason of such cessation. A director
appointed to an executive office shall not cease to be a
director merely because his appointment to such executive
office terminates.
86. The emoluments of any director holding executive office Emoluments to be
for his services as such shall be determined by the board, determined by the board
and may be of any description, including without limitation
admission to, or continuance of, membership of any scheme
(including any share acquisition scheme) or fund instituted
or established or financed or contributed to by the Company
for the provision of pensions, life assurance or other
benefits for employees or their dependants, or the payment
of a pension or other benefits to him or his dependants on
or after retirement or death, apart from membership of any
such scheme or fund.
DIRECTORS' INTERESTS
87.1 Subject to the provisions of the Companies Acts, and Directors may contract
provided that he has disclosed to the board the nature and with the Company
extent of any material interest of his, a director
notwithstanding his office:
(a) may be a party to, or otherwise interested in, any
transaction or arrangement with the Company or in which the
Company is otherwise interested;
(b) may act by himself or his firm in a professional capacity
for the Company (otherwise than as auditor) and he or his
firm shall be entitled to remuneration for professional
services as if he were not a director;
(c) may be a director or other officer of, or employed by, or a
party to any transaction or arrangement with, or otherwise
interested in, any body corporate promoted by the Company
or in which the Company is otherwise interested; and
(d) shall not, by reason of his office, be accountable to the
Company for any benefit which he derives from any such
office or employment or from any such transaction or
arrangement or from any interest in any such body corporate
and no such transaction or arrangement shall be liable to
be avoided on the ground of any such interest or benefit.
45
Notification 87.2 For the purpose of this Article:
of interests
(a) a general notice given to the board 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; and
(b) 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.
GRATUITIES, PENSIONS AND INSURANCE
Gratuities
and pensions 88.1 The board may (by establishment of, or maintenance of,
schemes or otherwise) provide benefits, whether by the payment
of gratuities or pensions or by insurance or otherwise, for any
past or present director or employee of the Company or any of
its subsidiary undertakings or any body corporate associated
with, or any business acquired by, any of them, and for any
member of his family (including a spouse and a former spouse) or
any person who is or was dependent on him, and may (as well
before as after he ceases to hold such office or employment)
contribute to any fund and pay premiums for the purchase or
provision of any such benefit.
Insurance 88.2 Without prejudice to the provisions of Article 134, the
board may exercise all the powers of the Company to purchase and
maintain insurance for or for the benefit of any person who is
or was:
(a) a director, officer, employee or auditor of the Company, or
any body which is or was the holding company or subsidiary
undertaking of the Company, or in which the Company or such
holding company or subsidiary undertaking has or had any
interest (whether direct or indirect) or with which the
Company or such holding company or subsidiary undertaking
is or was in any way allied or associated; or
(b) a trustee of any pension fund in which employees of the
Company or any other body referred to in Article 88.2(a) is
or has been interested,
including without limitation insurance against any liability
incurred by such person in respect of any act or omission in the
actual or purported execution or discharge of his duties or in
the exercise or purported exercise of his powers or otherwise in
relation to his duties, powers or offices in relation to the
relevant body or fund.
Directors not 88.3 No director or former director shall be accountable to the
liable to Company or the members for any benefit provided pursuant to this
account Article. The receipt of any such benefit shall not disqualify
any person from being or becoming a director of the Company.
46
89. Pursuant to section 719 of the Act, the board is hereby Section 719 of the Act
authorised to make such provision as may seem appropriate for
the benefit of any persons employed or formerly employed by the
Company or any of its subsidiary undertakings in connection with
the cessation or the transfer of the whole or part of the
undertaking of the Company or any subsidiary undertaking. Any
such provision shall be made by a resolution of the board in
accordance with section 719.
PROCEEDINGS OF THE BOARD
90. Subject to the provisions of these Articles, the board may Convening meetings
regulate its proceedings as it thinks fit (including holding
meetings outside the UK). A director may, and the secretary at
the request of a director shall, call a meeting of the board.
Questions arising at any meeting shall be decided by a majority
of votes of those attending, such majority representing not less
than one third of all directors. In case of an equality of
votes, the chairman of the meeting shall have a second or
casting vote. It shall be necessary to give reasonable notice of
a meeting of directors to all directors, taking into account the
residence of the directors. Notice of a board meeting shall be
deemed to be properly given to a director if it is sent to him
personally or by word of mouth or sent by instrument to him, at
his last known address or such other (if any) for the time being
notified by him or on his behalf to the Company for that
purpose, or sent using electronic communications to such address
(if any) for the time being notified by him or on his behalf to
the Company for that purpose. Any director may waive notice of a
meeting and any such waiver may be retrospective. Any electronic
communication pursuant to this Article need not comprise writing
if the board so determines.
91. The quorum necessary for the transaction of the business of Quorum
the directors shall be a majority of the full board of
directors, of whom at least 4 must be non-executive directors.
92. The continuing directors may act notwithstanding any Powers of directors if
vacancies in their number, but, if the number of directors is number falls below
less than the minimum number fixed by the Articles, the minimum
continuing directors may act only for the purpose of filling
vacancies to that minimum number or of calling a general
meeting.
93. The board may appoint one of their number to be the Chairman and
chairman, and one or more of their number to be the deputy deputy chairman
chairman or deputy chairmen, of the board and may at any time
remove either or any of them from such office. Unless he is
unwilling to do so, the director appointed as chairman, or in
his stead any director appointed as a deputy chairman (and if
more than one deputy chairman has been appointed, the director
who has held the office of deputy chairman for the longest
period), shall preside at every meeting of the board at which he
is present. If there is no director holding either of those
offices, or if neither the chairman nor a deputy chairman is
willing to preside or neither of them is present within five
minutes after the time appointed for the meeting, the directors
present may appoint one of their number to be chairman of the
meeting.
47
Validity of 94. All acts done by a meeting of the board, or of a committee
acts of the of the board, or by a person acting as a director, shall,
board notwithstanding that it be afterwards discovered that there was
a defect in the appointment of any director or any member of the
committee or that any of them were disqualified from holding
office, or had vacated office, or were not entitled to vote, be
as valid as if every such person had been duly appointed and was
qualified and had continued to be a director and had been
entitled to vote.
Resolutions 95. A resolution in writing executed by all the directors
in writing entitled to receive notice of a meeting of the board or of a
committee of the board shall be as valid and effectual as if it
had been passed at a meeting of the board or (as the case may
be) a committee of the board duly convened and held. For this
purpose:
(a) a resolution may be by means of an instrument or contained
in an electronic communication sent to such address (if
any) for the time being notified by the Company for that
purpose; or
(b) a resolution may consist of several instruments or several
electronic communications, each executed by one or more
directors, or a combination of both.
Meetings by 96. Without prejudice to the first sentence of Article 90,
telephone, a person entitled to be present at a meeting of the board or of
etc. a committee of the board shall be deemed to be present for all
purposes if he is able (directly or by telephonic communication)
to speak to and be heard by all those present or deemed to be
present simultaneously. A director so deemed to be present shall
be entitled to vote and be counted in a quorum accordingly. Such
a meeting shall be deemed to take place where it is convened to
be held or (if no director is present in that place) where the
largest group of those participating is assembled, or, if there
is no such group, where the chairman of the meeting is. The word
meeting in these Articles shall be construed accordingly.
Directors' 97.1 A director who is in any way, whether directly or
power to vote indirectly, interested in a contract or proposed contract with
on contracts the Company shall declare the nature of his interest at a
in which they meeting of the board in accordance with the Act. Except as
are otherwise provided by these Articles, a director shall not vote
interested at a meeting of the board or a committee of the board on any
resolution of the board concerning a matter in which he has an
interest (other than by virtue of his interests in shares or
debentures or other securities of, or otherwise in or through,
the Company) which (together with any interest of any person
connected with him) is to his knowledge material unless his
interest arises only because the resolution concerns one or more
of the following matters:
(a) the giving of a guarantee, security or indemnity in respect
of money lent or obligations incurred by him or any other
person at the request of or for the benefit of, the Company
or any of its subsidiary undertakings;
(b) the giving of a guarantee, security or indemnity in respect
of a debt or obligation of the Company or any of its
subsidiary undertakings for which
48
the director has assumed responsibility (in whole or part and
whether alone or jointly with others) under a guarantee or
indemnity or by the giving of security;
(c) a contract, arrangement, transaction or proposal concerning
an offer of shares, debentures or other securities of the
Company or any of its subsidiary undertakings for
subscription or purchase, in which offer he is or may be
entitled to participate as a holder of securities or in the
underwriting or sub-underwriting of which he is to
participate;
(d) a contract, arrangement, transaction or proposal concerning
any other body corporate in which he or any person
connected with him is interested, directly or indirectly,
and whether as an officer, shareholder, creditor or
otherwise, if he and any persons connected with him do not
to his knowledge hold an interest (as that term is used in
sections 198 to 211 of the Act) representing one per cent.
or more of either any class of the equity share capital of
such body corporate (or any other body corporate through
which his interest is derived) or of the voting rights
available to members of the relevant body corporate (any
such interest being deemed for the purpose of this Article
to be a material interest in all circumstances);
(e) a contract, arrangement, transaction or proposal for the
benefit of employees of the Company or of any of its
subsidiary undertakings which does not award him any
privilege or benefit not generally accorded to the
employees to whom the arrangement relates; and
(f) a contract, arrangement, transaction or proposal concerning
any insurance which the Company is empowered to purchase or
maintain for, or for the benefit of, any directors of the
Company or for persons who include directors of the
Company.
97.2 For the purposes of this Article, an interest of a person Interests of
who is, for any purpose of the Companies Acts (excluding any connected person
statutory modification of the Companies Acts not in force when and alternate director
this Article is adopted), connected with a director shall be
treated as an interest of the director.
97.3 The Company may by ordinary resolution suspend or relax to Suspension or relaxation
any extent, either generally or in respect of any particular of voting prohibitions
matter, any provision of these Articles prohibiting a director by ordinary resolution
from voting at a meeting of directors or of a committee of
directors.
98. A director shall not vote or be counted in the quorum Director not to vote
present on any resolution concerning his own appointment as the on his own appointment
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.
99. Where proposals are under consideration concerning the Division of proposals
appointment (including without limitation fixing or varying the
terms of appointment) of two or more directors to offices or
employments with the Company or any body corporate
49
in which the Company is interested, the proposals may be divided
and considered in relation to each director separately. In such
cases each of the directors concerned shall be entitled to vote
in respect of each resolution except that concerning his own
appointment.
Decision of 100. If a question arises at a meeting of the board or of a
chairman final committee of the board as to the entitlement of a director to
and vote, the question may, before the conclusion of the meeting, be
conclusive referred to the chairman of the meeting and his ruling in
relation to any director other than himself 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. If any such question arises in respect of the
chairman of the meeting, it shall be decided by resolution of
the board (on which the chairman shall not vote) and such
resolution will be final and conclusive except in a case where
the nature and extent of the interests of the chairman have not
been fairly disclosed.
SECRETARY
Appointment 101. Subject to the provisions of the Companies Acts, the
and removal secretary shall be appointed by the board for such term, at such
of secretary remuneration and on such conditions as it may think fit. Any
secretary so appointed may be removed by the board, but without
prejudice to any claim for damages for breach of any contract of
service between him and the Company.
MINUTES
Minutes 102.1 The board shall cause minutes to be made in books kept for
required to the purpose of:
be kept
(a) all appointments of officers made by the board; and
(b) all proceedings at meetings of the Company, the holders of
any class of shares in the capital of the Company, the
board and committees of the board, including the names of
the directors and others present at each such meeting.
Conclusiveness 102.2 Any such minutes, if purporting to be executed by the
of minutes chairman of the meeting to which they relate or of the meeting
at which they are read, shall be sufficient evidence of the
proceedings at the meeting without any further proof of the
facts stated in them.
THE SEAL
Authority 103. The seal shall only be used by the authority of a
required for resolution of the board. The board may determine who shall sign
execution of any instrument executed under the seal. If they do not, it shall
deed be signed by at least one director and the secretary or by at
least two directors. Any instrument may be executed under the
seal by impressing the seal by mechanical means or by printing
the seal or a facsimile of it on the instrument or by applying
the seal or a facsimile of it by any other means to the
instrument. An instrument executed, with the authority of a
resolution of the board, by a director and the secretary or by
two directors and expressed (in
50
whatever form of words) to be executed by the Company has the
same effect as if executed under the seal. For the purpose of
the preceding sentence only, "secretary" shall have the same
meaning as in the Act and not the meaning given to it by Article
2.
104. The board may by resolution determine either generally or Certificates for
in any particular case that any certificate for shares or shares and debentures
debentures or representing any other form of security may have
any signature affixed to it by some mechanical or electronic
means, or printed on it or, in the case of a certificate
executed under the seal, need not bear any signature.
105. The Company may exercise the powers conferred by section 39 Official seal for
of the Act with regard to having an official seal for use use abroad
abroad.
REGISTERS
106. Subject to the provisions of the Companies Acts and Overseas and local
Overseas and local the Regulations, the Company may keep an registers
overseas or registers local or other register in any place,
and the board may make, amend and revoke any regulations it
thinks fit about the keeping of that register.
107. Any director or the secretary or any other person Authentication and
appointed by the board for the purpose shall have power to certification of
authenticate and certify as true copies of and extracts copies and extracts
from:
(a) any document comprising or affecting the constitution
of the Company, whether in physical form or electronic
form;
(b) any resolution passed by the Company, the holders of
any class of shares in the capital of the Company, the
board or any committee of the board, whether in
physical form or electronic form; and
(c) any book, record and document relating to the business
of the Company, whether in physical form or electronic
form (including without limitation the accounts).
If certified in this way, a document purporting to be a copy
of a resolution, or the minutes or an extract from the
minutes of a meeting of the Company, the holders of any
class of shares in the capital of the Company, the board or
a committee of the board, whether in physical form or
electronic form, shall be conclusive evidence in favour of
all persons dealing with the Company in reliance on it or
them that the resolution was duly passed or that the minutes
are, or the extract from the minutes is, a true and accurate
record of proceedings at a duly constituted meeting.
DIVIDENDS
108. Subject to the provisions of the Companies Acts, the Declaration of dividends
Company may by ordinary resolution declare dividends in
accordance with the respective rights of the members, but no
dividend shall exceed the amount recommended by the board.
51
Interim 109. Subject to the provisions of the Companies Acts, the
dividends board may pay interim dividends if it appears to the board
that they are justified by the profits of the Company
available for distribution. If the share capital is divided
into different classes, the board may pay interim dividends
on shares which confer deferred or non-preferred rights with
regard to dividend as well as on shares which confer
preferential rights with regard to dividend, but no interim
dividend shall be paid on shares carrying deferred or
non-preferred rights if, at the time of payment, any
preferential dividend is in arrear. The board may also pay
at intervals settled by it any dividend payable at a fixed
rate if it appears to the board that the profits available
for distribution justify the payment. If the board acts in
good faith it shall not incur any liability to the holders
of shares conferring preferred rights for any loss they may
suffer by the lawful payment of an interim dividend on any
shares having deferred or non-preferred rights.
Payment in 110.1 Dividends may be declared and paid in any currency or
different currencies that the directors shall determine. The directors
currencies may also determine the exchange rate and/or the relevant
date for determining the value of the dividend in any
currency.
Apportionment 110.2 If any share is allotted or issued on terms providing
of dividends that it shall rank for dividend as from a particular date,
that share shall rank for dividend accordingly.
Dividends in 111.1 A general meeting declaring a dividend may, on the
specie recommendation of the board, by ordinary resolution direct
that it shall be satisfied wholly or partly by the
distribution of assets, including without limitation paid up
shares or debentures of another body corporate. The board
may make any arrangements it thinks fit to settle any
difficulty arising in connection with the distribution,
including without limitation (a) the fixing of the value for
distribution of any assets, (b) the payment of cash to any
member on the basis of that value in order to adjust the
rights of members, and (c) the vesting of any asset in a
trustee.
111.2 In respect of any interim dividend declared by the
board pursuant to Article 109, the board may, if authorised
by an ordinary resolution of the Company, determine that
such interim dividend shall be satisfied wholly or partly by
the distribution of assets, including without limitation
paid up shares or debentures of another body corporate. The
board may make any arrangements it thinks fit to settle any
difficulty arising in connection with the distribution,
including without limitation any of the arrangements
referred to in Article 111.1.
Scrip 112.1 The board may, if authorised by an ordinary resolution
dividends: of the Company (the Resolution), offer any holder of shares
authorising the right to elect to receive shares, credited as fully
resolution paid, instead of cash in respect of the whole (or some part,
to be determined by the board) of all or any dividend
specified by the Resolution. The offer shall be on the terms
and conditions and be made in the manner specified in
Article 112.2 or, subject to those provisions, specified in
the Resolution.
Scrip 112.2 The following provisions shall apply to the Resolution
dividends: and any offer made pursuant to it and Article 112.1.
procedures
52
(a) The Resolution may specify a particular dividend, or
may specify all or any dividends declared within a
specified period.
(b) Each holder of shares shall be entitled to that number
of new shares as are together as nearly as possible
equal in value to (but not greater than) the cash
amount (disregarding any tax credit) of the dividend
that such holder elects to forgo (each a new share).
For this purpose, the value of each new share shall be:
(i) equal to the average price for the Company's
ordinary shares, that is, the average of the
middle market closing prices for those shares on
the London Stock Exchange plc, as derived from the
Daily Official List, on the day on which such
shares are first quoted ex the relevant dividend
and the four subsequent dealing days; or
(ii) calculated in any other manner specified by the
Resolution,
but shall never be less than the par value of the new share.
A certificate or report by the auditors as to the value
of a new share in respect of any dividend shall be
conclusive evidence of that value.
(c) On or as soon as practicable after announcing that any
dividend is to be declared or recommended, the board,
if it intends to offer an election in respect of that
dividend, shall also announce that intention. If, after
determining the basis of allotment, the board decides
to proceed with the offer, it shall notify the holders
of shares of the terms and conditions of the right of
election offered to them, specifying the procedure to
be followed and place at which, and the latest time by
which, elections or notices amending or terminating
existing elections must be delivered in order to be
effective.
(d) The board shall not proceed with any election unless
the Company has sufficient unissued shares authorised
for issue and sufficient reserves or funds that may be
appropriated to give effect to it after the basis of
allotment is determined.
(e) The board may exclude from any offer any holders of
shares where the board believes the making of the offer
to them would or might involve the contravention of the
laws of any territory or that for any other reason the
offer should not be made to them.
(f) The dividend (or that part of the dividend in respect
of which a right of election has been offered) shall
not be payable in cash on shares in respect of which an
election has been made (the elected shares) and instead
such number of new shares shall be allotted to each
holder of elected shares as is arrived at on the basis
stated in Article 112.2(b). For that purpose the board
shall appropriate out of any amount for the time being
standing to the credit of any reserve or fund
(including without limitation the profit and loss
53
account), whether or not it is available for
distribution, a sum equal to the aggregate nominal
amount of the new shares to be allotted and apply it in
paying up in full the appropriate number of new shares
for allotment and distribution to each holder of
elected shares as is arrived at on the basis stated in
Article 112.2(b).
(g) The new shares when allotted shall rank equally in all
respects with the fully paid shares of the same class
then in issue except that they shall not be entitled to
participate in the relevant dividend.
(h) No fraction of a share shall be allotted. The board may
make such provision as it thinks fit for any fractional
entitlements including without limitation payment in
cash to holders in respect of their fractional
entitlements, provision for the accrual, retention or
accumulation of all or part of the benefit of
fractional entitlements to or by the Company or to or
by or on behalf of any holder or the application of any
accrual, retention or accumulation to the allotment of
fully paid shares to any holder.
(i) The board may do all acts and things it considers
necessary or expedient to give effect to the allotment
and issue of any share pursuant to this Article or
otherwise in connection with any offer made pursuant to
this Article and may authorise any person, acting on
behalf of the holders concerned, to enter into an
agreement with the Company providing for such allotment
or issue and incidental matters. Any agreement made
under such authority shall be effective and binding on
all concerned.
(j) The board may, at its discretion, amend, suspend or
terminate any offer pursuant to this Article.
Permitted 113. Where a person is entitled by transmission to a share,
retentions the board may retain any dividend payable in respect of that
share until that person (or that person's transferee)
becomes the holder of that share.
Procedure for 114.1 Any dividend or other moneys payable in respect of a
payment to share may be paid:
holders and
others (a) in cash; or
entitled
(b) by cheque or warrant made payable to or to the order of
the holder or person entitled to payment; or
(c) by any automated credit, bank or other funds transfer
system to the holder or person entitled to payment or,
if practicable, to a person designated by notice to the
Company by the holder or person entitled to payment; or
(d) by any other method approved by the board and agreed
(in such form as the Company thinks appropriate) by the
holder or person entitled to payment including (without
limitation) in respect of an uncertificated share by
means of the relevant system (subject to the facilities
and requirements of the relevant system).
54
114.2 If two or more persons are registered as joint holders Joint entitlement
of any share, or are entitled by transmission jointly to a
share, the Company may:
(a) pay any dividend or other moneys payable in respect of
the share to any one of them and any one of them may
give effectual receipt for that payment; and
(b) for the purpose of Article 114.1, rely in relation to
the share on the written direction, designation or
agreement of, or notice to the Company by, any one of
them.
114.3 A cheque or warrant may be sent by post: Payment by post
(a) where a share is held by a sole holder, to the
registered address of the holder of the share; or
(b) if two or more persons are the holders, to the
registered address of the person who is first named in
the register; or
(c) if a person is entitled by transmission to the share,
as if it were a notice to be sent under Article 126; or
(d) in any case, to such person and to such address as the
person entitled to payment may direct by notice to the
Company.
114.4 Payment of a cheque or warrant by the bank on which it Discharge to
was drawn or the transfer of funds by the bank instructed to Company and risk
make the transfer or, in respect of an uncertificated share,
the making of payment in accordance with the facilities and
requirements of the relevant system (which, if the relevant
system is CREST, shall be the creation of an assured payment
obligation in respect of the dividend or other moneys
payable in favour of the settlement bank of the member or
other person concerned) shall be a good discharge to the
Company. Every cheque or warrant sent in accordance with
these Articles shall be at the risk of the holder or person
entitled. The Company shall have no responsibility for any
sums lost or delayed in the course of payment by any other
method used by the Company in accordance with Article 114.1.
115. No dividend or other moneys payable in respect of a Interest not payable
share shall bear interest against the Company unless
otherwise provided by the rights attached to the share.
116.1 Any dividend which has remained unclaimed for 12 years Forfeiture of unclaimed
from the date when it became due for payment shall, if the dividends
board so resolves, be forfeited and cease to remain owing by
the Company. The payment of any unclaimed dividend or other
moneys payable in respect of a share may (but need not) be
paid by the Company into an account separate from the
Company's own account. Such payment shall not constitute the
Company a trustee in respect of it. The Company shall be
entitled to cease sending dividend warrants and cheques by
post or otherwise to a member if those instruments have been
returned undelivered to, or
55
left uncashed by, that member on at least two consecutive
occasions, or, following one such occasion, reasonable
enquiries have failed to establish the member's new address.
The entitlement conferred on the Company by this Article in
respect of any member shall cease if the member claims a
dividend or cashes a dividend warrant or cheque.
Waiver of 116.2 The waiver in whole or part of any dividend on any
dividends share by any document (whether or not under seal) shall be
effective only if such document is signed by the shareholder
(or the person entitled to the share in consequence of the
death or bankruptcy of the holder) and delivered to the
Company and if or to the extent that the same is accepted as
such or acted upon by the Company.
CAPITALISATION OF PROFITS AND RESERVES
Power to 117. The board may with the authority of an ordinary
capitalise resolution of the Company:
(a) subject to the provisions of this Article, resolve to
capitalise any undistributed profits of the Company not
required for paying any preferential dividend (whether
or not they are available for distribution) or any sum
standing to the credit of any reserve or other fund,
including without limitation the Company's share
premium account and capital redemption reserve, if any;
(b) appropriate the sum resolved to be capitalised to the
members or any class of members on the record date
specified in the relevant resolution who would have
been entitled to it if it were distributed by way of
dividend and in the same proportions;
(c) apply that sum on their behalf in paying up in full
unissued shares, debentures or other obligations of the
Company of a nominal amount equal to that sum but the
share premium account, the capital redemption reserve,
and any profits which are not available for
distribution may, for the purposes of this Article,
only be applied in paying up unissued shares to be
allotted to members credited as fully paid;
(d) allot the shares, debentures or other obligations
credited as fully paid to those members, or as they may
direct, in those proportions, or partly in one way and
partly in the other;
(e) where shares or debentures become, or would otherwise
become, distributable under this Article in fractions,
make such provision as they think fit for any
fractional entitlements including without limitation
authorising their sale and transfer to any person,
resolving that the distribution be made as nearly as
practicable in the correct proportion but not exactly
so, ignoring fractions altogether or resolving that
cash payments be made to any members in order to adjust
the rights of all parties;
(f) authorise any person to enter into an agreement with
the Company on behalf of all the members concerned
providing for either:
56
(i) the allotment to the members respectively,
credited as fully paid, of any shares, debentures
or other obligations to which they are entitled on
the capitalisation; or
(ii) the payment up by the Company on behalf of the
members of the amounts, or any part of the
amounts, remaining unpaid on their existing shares
by the application of their respective proportions
of the sum resolved to be capitalised,
and any agreement made under that authority shall be binding
on all such members; and
(g) generally do all acts and things required to give
effect to the ordinary resolution.
RECORD DATES
118. Notwithstanding any other provision of these Articles, Record dates for
the Company or the board may: dividends, etc.
(a) fix any date as the record date for any dividend,
distribution, allotment or issue, which may be on or at
any time before or after any date on which the
dividend, distribution, allotment or issue is declared,
paid or made;
(b) for the purpose of determining which persons are
entitled to attend and vote at a general meeting of the
Company, or a separate general meeting of the holders
of any class of shares in the capital of the Company,
and how many votes such persons may cast, specify in
the notice of 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; changes to
the register after the time specified by virtue of this
Article 118(b) shall be disregarded in determining the
rights of any person to attend or vote at the meeting;
and
(c) for the purpose of sending notices of general meetings
of the Company, or separate general meetings of the
holders of any class of shares in the capital of the
Company, under these Articles, determine that persons
entitled to receive such notices are those persons
entered on the register at the close of business on a
day determined by the Company or the board, which day
may not be more than 21 days before the day that
notices of the meeting are sent.
ACCOUNTS
119. No member shall (as such) have any right to inspect any Rights to inspect records
accounting records or other book or document of the Company
except as conferred by statute or authorised by the board or
by ordinary resolution of the Company or order of a court of
competent jurisdiction.
57
Sending of 120. Subject to the Companies Acts, a copy of the Company's
annual annual accounts, together with a copy of the directors'
accounts report for that financial year and the auditors' report on
those accounts (such accounts and reports, collectively the
Annual Report) shall, at least 21 clear days before the date
of the meeting at which copies of the Annual Report are to
be laid in accordance with the provisions of the Companies
Acts, be sent to every member and to every holder of the
Company's debentures of whose address the Company is aware,
and to every other person who is entitled to receive notice
of meetings from the Company under the provisions of the
Companies Acts or of these Articles or, in the case of joint
holders of any share or debenture, to one of the joint
holders. No accidental non-compliance with the provisions of
this Article shall invalidate the proceedings at the
meeting.
Summary 121. Subject to the Companies Acts, the requirements of
financial Article 120 shall be deemed satisfied in relation to any
statements person by sending to the person instead of such copies, a
summary financial statement (the Summary Financial
Statement) derived from the Company's annual accounts and
the directors' report, which shall be in the form and
containing the information prescribed by the Companies Acts
and any regulations made under the Companies Acts.
Swedish 122. Both the Annual Report and the Summary Financial
translation Statement shall be available in English and in a Swedish
translation.
NOTICES
When notice 123. Any notice to be sent to or by any person pursuant to
required to be these Articles (other than a notice calling a meeting of the
in writing; board) shall be in writing. Any such notice may be sent
use of using electronic communications to such address (if any) for
electronic the time being notified for that purpose to the person
communications sending the notice or other document by or on behalf of the
person to whom the notice or other document is sent.
Methods of 124.1 The Company shall send any notice or other document
Company pursuant to these Articles to a member by whichever of the
sending following methods it may in its absolute discretion
notice determine:
(a) personally; or
(b) by posting the notice or other document in a prepaid
envelope addressed, in the case of a member, to his
registered address or, in any other case, to the
person's usual address; or
(c) by leaving the notice or other document at that
address; or
(d) by sending the notice or other document using
electronic communications to such address (if any) for
the time being notified to the Company by or on behalf
of the member for that purpose; or
(e) in accordance with Article 124.2; or
(f) by any other method approved by the board.
58
Website 124.2 Subject to the Companies Acts, the Company may also
publication send any notice or other document pursuant to these Articles
by Company to a member by publishing that notice or other document on a
website where:
(a) the Company and the member have agreed to him having
access to the notice or document on a website (instead
of it being sent to him);
(b) the notice or document is one to which that agreement
applies;
(c) the member is notified, in a manner for the time being
agreed between him and the Company for the purpose, of:
(i) the publication of the notice or document on a
website;
(ii) the address of that website; and
(iii) the place on that website where the notice or
document may be accessed, and how it may be
accessed; and
(d) the notice or document is published on that website
throughout the publication period, provided that, if
the notice or document is published on that website for
a part, but not all of, the publication period, the
notice or document shall be treated as being published
throughout that period if the failure to publish that
notice or document throughout that period is wholly
attributable to circumstances which it would not be
reasonable to have expected the Company to prevent or
avoid.
In this Article 124.2, publication period means:
(a) in the case of a notice of an adjourned meeting
pursuant to Article 40.2, a period of not less than
seven clear days before the date of the adjourned
meeting, beginning on the day following that on which
the notification referred to in sub-paragraph (c) above
is sent or (if later) is deemed sent;
(b) in the case of a notice of a poll pursuant to Article
48, a period of not less than seven clear days before
the taking of the poll, beginning on the day following
that on which the notification referred to in
sub-paragraph (c) above is sent or (if later) is deemed
sent; and
(c) in any other case, a period of not less than 21 days,
beginning on the day following that on which the
notification referred to in sub-paragraph (c) above is
sent or (if later) is deemed sent.
Methods of 124.3 Unless otherwise provided by these Articles, a member
member etc. or a person entitled by transmission to a share shall send
sending any notice or other document pursuant to these Articles to
notice the Company by whichever of the following methods he may in
his absolute discretion determine:
59
(a) by posting the notice or other document in a prepaid
envelope addressed to the office; or
(b) by leaving the notice or other document at the office;
or
(c) by sending the notice or other document using
electronic communications to such address (if any) for
the time being notified by or on behalf of the Company
for that purpose.
Notices to 124.4 In the case of joint holders of a share, all notices
joint holders or other documents shall be sent to the joint holder whose
name stands first in the register in respect of the joint
holding. Any notice or other document so sent shall be
deemed for all purposes sent to all the joint holders.
Deemed receipt 124.5 A member present, either in person or by proxy, at any
of notice meeting of the Company or of the holders of any class of
shares in the capital of the Company shall be deemed to have
been sent notice of the meeting and, where requisite, of the
purposes for which it was called.
Terms and 124.6 The board may from time to time issue, endorse or
conditions for adopt terms and conditions relating to the use of electronic
electronic communications for the sending of notices, other documents
communications and proxy appointments by the Company to members or persons
entitled by transmission and by members or persons entitled
by transmission to the Company.
Notice includes 124.7 Except when the subject or context otherwise
website requires, in this Article (except for Article 124.2),and
notification Articles 125, 126 and 127, references to a notice include
without limitation references to any notification
required by the Companies Acts or these Articles in
relation to the publication of any notices or other
documents on a website.
Notice to persons 125. A notice or other document may be sent by the
entitled by Company to the person or persons entitled by transmission
transmission to a share by sending it in any manner the Company may
choose authorised by these Articles for the sending of a
notice or other document to a member, addressed to them
by name, or by the title of representative of the
deceased, or trustee of the bankrupt or by any similar
description at the address, if any, in the United Kingdom
or overseas as may be supplied for that purpose by or on
behalf of the person or persons claiming to be so
entitled. Until such an address has been supplied, a
notice or other document may be sent in any manner in
which it might have been sent if the death or bankruptcy
or other event giving rise to the transmission had not
occurred.
Transferees etc. 126. Every person who becomes entitled to a share shall
bound by prior be bound by any notice in respect of that share which,
notice before his name is entered in the register, has been sent
to a person from whom he derives his title, provided that
no person who becomes entitled by transmission to a share
shall be bound by any direction notice sent under Article
53.1 to a person from whom he derives his title.
60
Proof of 127.1 Where a notice or other document is served or sent
sending/when by post (including by airmail), service or delivery shall
notices etc. be deemed to be effected at the expiration of 48 hours
deemed sent by after the time when the cover containing the same is
post posted and proof that such cover was properly addressed,
stamped and posted shall be conclusive evidence that the
notice was given. All shareholders' notices shall be
published in Swedish in "Post-och Inrikes Tidningar" and
one leading Swedish daily newspaper. All notices shall,
subject to Article 128, be posted to overseas
shareholders in a way designed to permit receipt within
the deemed notice period or by airmail. Proof that a
notice or other document contained in an electronic
communication was sent in accordance with guidance issued
by the Institute of Chartered Secretaries and
Administrators current at the date of adoption of these
Articles, or, if the board so resolves, any subsequent
guidance so issued, shall be conclusive evidence that the
notice or document was sent.
If, on 3 consecutive occasions, notices or other
documents or communications have been sent through the
post to any holder of shares at his registered address
but have been returned undelivered, such holder shall not
thereafter be entitled to receive notices or other
documents or communications from the Company until he
shall have communicated with the Company and supplied in
writing to the Company a new address for the service of
notices.
When notices etc. 127.2 A notice or other document sent by the Company to a
deemed sent by member contained in an electronic communication shall be
electronic deemed sent to the member on the day following that on
communication which the electronic communication was sent to the
member. Such a notice or other document shall be deemed
sent by the Company to the member on that day
notwithstanding that the Company becomes aware that the
member has failed to receive the relevant notice or other
document for any reason and notwithstanding that the
Company subsequently sends a copy of such notice or other
document by post to the member.
Notice during 128.1 If at any time by reason of the suspension or
disruption of curtailment of postal services within the United Kingdom
services or Sweden, the Company is unable to convene a general
meeting by notices sent through the post, notice of a
general meeting shall nonetheless be deemed to have been
duly given to all the members and other persons entitled
thereto if published in at least 2 leading national daily
newspapers with appropriate circulation in the United
Kingdom or in "Post-och Inrikes Tidningar" and one
leading Swedish daily newspaper (as appropriate) and such
notice shall be deemed to have been duly served on all
members and other persons entitled thereto at noon on the
day on which the first such advertisement appears. In any
such case, the Company shall send confirmatory copies of
the notice by post to those members (and other persons
entitled thereto) affected by the suspension or
curtailment of postal services, if at least seven days
before the meeting the posting of notices to addresses
throughout the United Kingdom or Sweden (as appropriate)
again becomes practicable.
128.2 If at any time the Company is unable effectively to
convene a general meeting by notices sent by electronic
communication as a result of general technical failure,
notice of a general meeting shall nonetheless be deemed
to have
61
been duly given to all the members and other persons
entitled thereto if published in at least 2 leading
national daily newspapers with appropriate circulation in
the United Kingdom or in "Post-och Inrikes Tidningar" and
one leading Swedish daily newspaper (as appropriate) and
such notice shall be deemed to have been duly served on
all members and other persons entitled thereto at noon on
the day on which the first such advertisement appears. In
any such case, the Company shall send confirmatory copies
of the notice by electronic communication to those
members (and other persons entitled thereto) affected by
the general technical failure, if at least seven days
before the meeting the sending of notices by electronic
communication again becomes practicable.
129. Any notice required to be given by the Company to
members (including the holders of Share Warrants) and not
expressly provided for by these Articles shall be
sufficiently given by advertisement. Any notice required
to be or which may be given by advertisement shall be
advertised once in one national leading daily newspaper
in London and once in "Post-och Inrikes Tidningar" and
one leading Swedish daily newspaper and such notice shall
be deemed to have been given at noon on the day on which
the first such advertisement appears. The holder of a
Share Warrant shall be entitled in respect thereof to
notice of a general meeting only by advertisement as
herein provided unless a certificate or Share Warrant has
been deposited in compliance with Articles 5.4 or 5.5(h).
Nothing herein shall affect any requirement of the
Companies Acts that any particular offer, notice or other
document be served in any particular manner.
DESTRUCTION OF DOCUMENTS
Power of Company 130.1 The Company shall be entitled to destroy:
to destroy
documents (a) all instruments of transfer of shares which have
been registered, and all other documents on the
basis of which any entry is made in the register,
at any time after the expiration of six years from
the date of registration;
(b) all dividend mandates, variations or cancellations
of dividend mandates, and notifications of change
of address at any time after the expiration of two
years from the date of recording;
(c) all share certificates which have been cancelled at
any time after the expiration of one year from the
date of the cancellation;
(d) all paid dividend warrants and cheques at any time
after the expiration of one year from the date of
actual payment;
(e) all proxy appointments which have been used for the
purpose of a poll at any time after the expiration
of one year from the date of use; and
(f) all proxy appointments which have not been used for
the purpose of a poll at any time after one month
from the end of the meeting to which the proxy
appointment relates and at which no poll was
demanded.
62
130.2 It shall conclusively be presumed in favour of the Presumption in relation
Company that: to destroyed documents
(a) every entry in the register purporting to have been
made on the basis of an instrument of transfer or
other document destroyed in accordance with Article
130.1 was duly and properly made;
(b) every instrument of transfer destroyed in
accordance with Article 130.1 was a valid and
effective instrument duly and properly registered;
(c) every share certificate destroyed in accordance
with Article 130.1 was a valid and effective
certificate duly and properly cancelled; and
(d) every other document destroyed in accordance with
Article 130.1 was a valid and effective document in
accordance with its recorded particulars in the
books or records of the Company,
but:
(e) the provisions of this Article apply only to the
destruction of a document in good faith and without
notice of any claim (regardless of the parties) to
which the document might be relevant;
(f) nothing in this Article shall be construed as
imposing on the Company any liability in respect of
the destruction of any document earlier than the
time specified in Article 130.1 or in any other
circumstances which would not attach to the Company
in the absence of this Article; and
(g) any reference in Article 130 to the destruction of
any document includes a reference to its disposal
in any manner.
UNTRACED SHAREHOLDERS
131.1 The Company shall be entitled to sell, at the best Power to dispose of
price reasonably obtainable, the shares of a member or shares of untraced
the shares to which a person is entitled by transmission shareholders
if:
(a) during the period of 12 years before the date of
the publication of the advertisements referred to
in Article 131.1(b) (or, if published on different
dates, the first date) (the relevant period) at
least three dividends in respect of the shares in
question have been declared and all dividend
warrants and cheques which have been sent in the
manner authorised by these Articles in respect of
the shares in question have remained uncashed;
(b) the Company shall have inserted advertisements both
in a national daily newspaper and in a newspaper
circulating in the area of the last known address
of such member or other person giving notice of its
intention to sell the shares;
63
(c) during the relevant period and the period of three
months following the publication of the
advertisements referred to in Article 131.1(b) (or,
if published on different dates, the first date)
the Company has received no indication either of
the whereabouts or of the existence of such member
or person; and
(d) if the shares are listed, notice has been sent (if
required) to the relevant listing authority of the
Company's intention to make such sale before the
publication of the advertisements.
Transfer on sale 131.2 To give effect to any sale pursuant to Article 131.1,
the board may:
(a) where the shares are held in certificated form,
authorise any person to execute an instrument of
transfer of the shares to, or in accordance with
the directions of, the buyer; or
(b) where the shares are held in uncertificated form,
do all acts and things it considers necessary or
expedient to effect the transfer of the shares to,
or in accordance with the directions of, the buyer.
Effectiveness of 131.3 An instrument of transfer executed by that person
transfer in accordance with Article 131.2(a) shall be as effective
as if it had been executed by the holder of, or person
entitled by transmission to, the shares. An exercise by
the Company of its powers in accordance with Article
131.2(b) shall be as effective as if exercised by the
registered holder of or person entitled by transmission
to the shares. The transferee shall not be bound to see
to the application of the purchase money, and his title
to the shares shall not be affected by any irregularity
in, or invalidity of, the proceedings in reference to the
sale.
Proceeds of sale 131.4 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 for an amount
equal to those net proceeds. The Company shall enter the
name of such former member or other person in the books
of the Company as a creditor for that amount. In relation
to the debt, no trust is created and no interest is
payable. The Company shall not be required to account for
any money earned on the net proceeds of sale, which may
be used in the Company's business or invested in such a
way as the board from time to time thinks fit.
WINDING UP
Liquidator may 132. If the Company is wound up, the liquidator may, with
distribute in the sanction of an extraordinary resolution of the
specie Company and any other sanction required by the Insolvency
Act 1986:
(a) divide among the members in specie the whole or any
part of the assets of the Company and may, for that
purpose, value any assets and determine how the
division shall be carried out as between the
members or different classes of members;
64
(b) vest the whole or any part of the assets in
trustees for the benefit of the members; and
(c) determine the scope and terms of those trusts,
but no member shall be compelled to accept any asset on
which there is a liability.
133. The power of sale of a liquidator shall include a Disposal of assets
power to sell wholly or partially for shares or by liquidator
debentures or other obligations of another body
corporate, either then already constituted or about to be
constituted for the purpose of carrying out the sale.
INDEMNITY
134. Subject to the provisions of the Companies Acts but Indemnity to directors
without prejudice to any indemnity to which a director and officers
may otherwise be entitled, every director or other
officer of the Company shall be indemnified out of the
assets of the Company against any liability incurred by
him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favour (or
the proceedings are otherwise disposed of without any
finding or admission of any material breach of duty on
his part) or in which he is acquitted or in connection
with any application in which relief is granted to him by
the court from liability for negligence, default, breach
of duty or breach of trust in relation to the affairs of
the Company.
APPROVED DEPOSITARIES
135. An Approved Depositary may appoint as its proxy or Appointment of proxies
proxies such person or persons as it thinks fit and may by Approved
determine the method by which, and the terms on which, Depositaries
such appointments are made, save that each such
appointment shall specify the number of shares in respect
of which the appointment is made and the aggregate number
of shares in respect of which appointments subsist at any
one time shall not exceed the aggregate number of shares
(such aggregate number of shares, the Depositary Shares)
which for the time being shall either:
(a) be registered in the name of the Approved
Depositary or its nominee; or
(b) be represented by Share Warrants which have been
deposited by or on behalf of the Approved
Depositary pursuant to Article 5.5(h) or are the
subject matter of a certificate accepted by the
directors pursuant to Article 5.4.
136. The Approved Depositary shall maintain a register or Register of Appointed Proxies
system(s) (the Proxy Register) in which shall be recorded
the names and addresses and such other details as the
directors may determine of each person who is for the
time being so appointed as a proxy pursuant to Article
135 (an Appointed Proxy) and the number of Depositary
Shares (his Appointed Number) in respect of which his
appointment for the time being subsists. The Proxy
Register shall be open to inspection by any person
authorised by the Company during usual business hours and
the Approved Depositary shall furnish to the Company or
its agents upon demand all such
65
information as to the contents of the Proxy Register, or
any part of it, as may be requested.
Rights of 137. Subject to the Companies Acts and to the provisions
Appointed Proxies of these Articles, and so long as the Depositary Shares
shall be of a sufficient number so as to include his
Appointed Number, an Appointed Proxy:
(a) shall upon production to the Company at a general
meeting of written evidence of his appointment
(which shall be in such form as the Company and the
Approved Depositary shall determine from time to
time) be entitled to the same rights, and subject
to the same restrictions, in relation to his
Appointed Number of the Depositary Shares as though
such shares were registered in the name of the
Appointed Proxy and, in relation to his appointment
as an Appointed Proxy, as though he were a person
appointed as proxy in accordance with these
Articles;
(b) shall himself be entitled, in accordance with
Article 58, to appoint another person as his proxy
in relation to his Appointed Number of Depositary
Shares, so that the provisions of these Articles
shall apply in the same way in relation to a person
appointed pursuant to this paragraph (b) of this
Article as though such shares were registered in
the name of the Appointed Proxy; and
(c) shall be entitled to exercise all other rights
capable of being exercised in relation to a general
meeting by a person who has deposited pursuant to
Article 5.5(h) (and has left on such deposit) a
Share Warrant or Share Warrants representing shares
of a number equivalent to his Appointed Number.
138. The Company may send to the Appointed Proxies as
appearing in the Proxy Register at their addresses as
shown in the Proxy Register all notices and other
documents which are sent to the holders of shares.
Payment of 139. The Company may pay to an Appointed Proxy at his
dividends to address as shown in the Proxy Register all dividends
Appointed payable on the shares in respect of which he has been
Proxies appointed as Appointed Proxy, and payment of any such
dividend shall be a good discharge to the Company of its
obligation to make payment to the Approved Depositary in
respect of the shares concerned.
Approved 140.(a) For the purposes of determining which persons are
Depositary entitled as Appointed Proxies:
Record Date
(i) to exercise the rights conferred by Article 137;
(ii) to receive documents sent pursuant to Article 138;
and
(iii) to be paid dividends pursuant to Article 139,
66
and the number of Depositary Shares in respect of which a
person is to be treated as having been appointed as an
Appointed Proxy for such purpose, the Approved Depositary
may determine that the Appointed Proxies who are so
entitled shall be the persons entered in the Proxy
Register at the close of business on a date (an Approved
Depositary Record Date) determined by the Approved
Depositary in consultation with the Company.
(b) When an Approved Depositary Record Date is
determined for a particular purpose:
(i) the number of Depositary Shares in respect of
which a person entered in the Proxy Register
as an Appointed Proxy is to be treated as
having been appointed for that purpose shall
be the number appearing against his name in
the Proxy Register as at the close of
business on the Approved Depositary Record
Date; and
(ii) changes to entries in the Proxy Register
after the close of business on the Approved
Depositary Record Date shall be disregarded
in determining the entitlement of any person
for the purpose concerned.
141. Except as required by law, no Appointed Proxy shall Trusts not recognised
be recognised by the Company as holding any interest in
shares upon any trust and subject to the recognition of
the rights conferred in relation to general meetings by
appointments made by Appointed Proxies pursuant to
Article 137(b) the Company shall be entitled to treat any
person entered in the Proxy Register as an Appointed
Proxy as the only person (other than the Approved
Depositary) who has any interest in the share in respect
of which the Appointed Proxy has been appointed.
142. If any question shall arise as to whether any Validity of appointments
particular person or persons has or have been validly in respect of Depositary Shares
appointed to vote (or exercise any other right) in
respect of any Depositary Shares (whether by reason of
the aggregate number of shares in respect of which
appointments are recorded in the Proxy Register exceeding
the aggregate number of Depositary Shares or for any
other reason) such question shall, if arising at or in
relation to a general meeting, be determined by the
chairman of the meeting and, if arising in any other
circumstances, be determined by the directors whose
determination (which may include declining to recognise a
particular appointment or appointments as valid) shall if
made in good faith be conclusive and binding on all
persons interested.
67
SUMMARY OF RESOLUTIONS PASSED AT GENERAL MEETINGS
RELATING TO MEMORANDUM AND ARTICLES OF ASSOCIATION OF
ASTRAZENECA PLC
DATE RESOLUTION TYPE CONTENT
10.06.92 Special Name changed to
ICI Bioscience PLC
24.09.92 Special Name changed to
Hackplimco (No. Five) Public Limited
Company
15.02.93 Special Name changed to
ZENECA Group PLC
20.04.93 Ordinary Issued and unissued share capital
subdivided from Ordinary Shares of(pound)1 to
25 pence
20.04.93 Ordinary Increase in authorised capital to
(pound)300,000,000
20.04.93 Special Memorandum of Association altered & new
Articles of Association adopted
06.05.94 Special Renewal of Directors' power to allot
shares etc. and to amend
(a) Section 80 amount to
(pound)63,629,075
(b) Section 89 amount to
(pound)11,818,546
12.05.95 Special Renewal of Directors' power to allot
shares etc. and to amend
(a) Section 80 amount to
(pound)63,489,394
(b) Section 89 amount to
(pound)11,825,530
10.05.96 Special Renewal of Directors' power to allot
shares etc. and to amend
(a) Section 80 amount to
(pound)63,331,608
(b) Section 89 amount to
(pound)11,833,419
68
23.05.97 Special Renewal of Directors' power to allot
shares etc. and to amend
(a) Section 80 amount to
(pound)63,234,078
(b) Section 89 amount to
(pound)11,838,296
22.05.98 Special Renewal of Directors' power to allot
shares etc. and to amend
(a) Section 80 amount to
(pound)62,720,832
(b) Section 89 amount to
(pound)11,863,958
18.02.99 Conditional Special Name changed to
(confirmed 6 April 1999) AstraZeneca PLC
Share capital
cancelled and
immediately
increased to
US$600,000,000
divided into
2,400,000,000
shares of US$0.25
each
50,000(pound)1 redeemable preference shares
created
Memorandum of Association altered & new
Articles of Association adopted
Renewal of Directors' power to allot
shares etc. and to amend
(a) Section 80 amount to
US$592,976,839
(b) Section 89 amount to
US$22,236,631
26.05.00 Special New Articles of Association adopted
Renewal of Directors' power to allot
shares etc. and to amend
(a) Section 80 amount to
US$147,513,446
(b) Section 89 amount to
US$22,127,017
26.04.01 Special Renewal of Directors' power to
69
allot shares etc. and to amend
(a) Section 80 amount to
US$147,242,667
(b) Section 89 amount to
US$22,086,400
25.04.02 Special New Articles of Association adopted
Renewal of Directors' power to allot
shares etc. and to amend
(a) Section 80 amount to
US$145,373,900
(b) Section 89 amount to
US$21,806,085
70
CONTENTS
Clause Page
PRELIMINARY...................................................................11
Table A.................................................................11
Definitions.............................................................11
Construction............................................................13
SHARE CAPITAL.................................................................14
Share capital...........................................................14
Rights attaching to Redeemable Preference Shares........................14
Shares with special rights..............................................17
Share warrants to bearer................................................17
Conditions of issue of share warrants...................................17
Surrender of share warrants.............................................20
Uncertificated shares...................................................20
Not separate class of shares............................................20
Exercise of Company's entitlements in respect of uncertificated share...21
Section 80 authority....................................................21
Section 89 disapplication...............................................21
Allotment after expiry..................................................21
Definitions.............................................................22
Residual allotment powers...............................................22
Redeemable shares.......................................................22
Commissions.............................................................22
Trusts not recognised...................................................22
VARIATION OF RIGHTS...........................................................23
Method of varying rights................................................23
When rights deemed to be varied.........................................23
SHARE CERTIFICATES............................................................23
Members' rights to certificates.........................................23
Replacement certificates................................................24
TRANSFER OF SHARES............................................................24
Form and execution of transfer of certificated share....................24
Invalid transfers of certificated shares................................24
Transfers by recognised persons.........................................24
Notice of refusal to register...........................................25
Suspension of registration..............................................25
No fee payable on registration..........................................25
Retention of transfers..................................................25
TRANSMISSION OF SHARES........................................................25
Transmission............................................................25
Elections permitted.....................................................25
71
Elections required......................................................25
Rights of persons entitled by transmission..............................26
ALTERATION OF SHARE CAPITAL...................................................26
Alterations by ordinary resolution......................................26
New shares subject to these Articles....................................26
Fractions arising.......................................................26
Power to reduce capital.................................................27
PURCHASE OF OWN SHARES........................................................27
Power to purchase own shares............................................27
GENERAL MEETINGS..............................................................27
Types of general meeting................................................27
Class meetings..........................................................27
Convening general meetings..............................................27
NOTICE OF GENERAL MEETINGS....................................................28
Period of notice........................................................28
Recipients of notice....................................................28
Contents of notice: general.............................................28
Contents of notice: additional requirements.............................28
Article 34.3 arrangements...............................................28
General meetings at more than one place.................................28
Interruption or adjournment where facilities inadequate.................29
Other arrangements for viewing/hearing proceedings......................29
Controlling level of attendance.........................................29
Change in place and/or time of meeting..................................29
Meaning of participate..................................................30
Accidental omission to give notice etc..................................30
Security................................................................30
PROCEEDINGS AT GENERAL MEETINGS...............................................31
Quorum..................................................................31
If quorum not present...................................................31
Chairman................................................................31
Directors entitled to speak.............................................31
Adjournments: chairman's powers.........................................31
Adjournments: procedures................................................32
Amendments to resolutions...............................................32
Methods of voting.......................................................32
Declaration of result...................................................33
Chairman's casting vote.................................................33
Withdrawal of demand for poll...........................................33
Conduct of poll.........................................................33
When poll to be taken...................................................33
Notice of poll..........................................................33
Effectiveness of special and extraordinary resolutions..................34
72
VOTES OF MEMBERS..............................................................34
Right to vote...........................................................34
Votes of joint holders..................................................34
Member under incapacity.................................................34
Section 212 of the Act: restrictions if in default......................34
Copy of notice to interested persons....................................35
Service on Approved Depositaries........................................35
When restrictions cease to have effect..................................35
Board may cancel restrictions...........................................36
Conversion of uncertificated shares.....................................36
Provisions supplementary to Article 53..................................36
Section 216 of the Act..................................................36
Errors in voting........................................................36
Objection to voting.....................................................36
Supplementary provisions on voting......................................37
PROXIES AND CORPORATE REPRESENTATIVES.........................................37
Appointment of proxy; execution.........................................37
Method of proxy appointment.............................................37
Delivery/receipt of proxy appointment...................................37
Validity of proxy appointment...........................................39
Corporate representatives...............................................39
Revocation of authority.................................................40
NUMBER OF DIRECTORS...........................................................40
Limits on number of directors...........................................40
APPOINTMENT AND RETIREMENT OF DIRECTORS.......................................40
Number of directors to retire...........................................40
Appointment of directors................................................40
Separate resolutions on appointment.....................................41
Eligibility for election................................................41
Additional powers of the Company........................................41
Appointment by board....................................................41
Age limit...............................................................41
Share qualification.....................................................41
POWERS OF THE BOARD...........................................................42
Business to be managed by board.........................................42
Exercise by Company of voting rights....................................42
DELEGATION OF POWERS OF THE BOARD.............................................42
Committees of the board.................................................42
Local boards, etc.......................................................42
Agents..................................................................43
Offices including the title "director"..................................43
73
DISQUALIFICATION AND REMOVAL OF DIRECTORS.....................................43
Disqualification as a director..........................................43
Power of Company to remove director.....................................44
REMUNERATION OF NON-EXECUTIVE DIRECTORS.......................................44
Ordinary remuneration...................................................44
Additional remuneration for special services............................44
DIRECTORS' EXPENSES...........................................................44
Directors may be paid expenses..........................................44
EXECUTIVE DIRECTORS...........................................................44
Appointment to executive office.........................................44
Termination of appointment to executive office..........................45
Emoluments to be determined by the board................................45
DIRECTORS' INTERESTS..........................................................45
Directors may contract with the Company.................................45
Notification of interests...............................................46
GRATUITIES, PENSIONS AND INSURANCE............................................46
Gratuities and pensions.................................................46
Insurance...............................................................46
Directors not liable to account.........................................46
Section 719 of the Act..................................................47
PROCEEDINGS OF THE BOARD......................................................47
Convening meetings......................................................47
Quorum..................................................................47
Powers of directors if number falls below minimum.......................47
Chairman and deputy chairman............................................47
Validity of acts of the board...........................................48
Resolutions in writing..................................................48
Meetings by telephone, etc..............................................48
Directors' power to vote on contracts in which they are interested......48
Interests of connected person and alternate director....................49
Suspension or relaxation of voting prohibitions by ordinary resolution..49
Director not to vote on his own appointment.............................49
Division of proposals...................................................49
Decision of chairman final and conclusive...............................50
SECRETARY.....................................................................50
Appointment and removal of secretary....................................50
MINUTES.......................................................................50
Minutes required to be kept.............................................50
Conclusiveness of minutes...............................................50
74
THE SEAL......................................................................50
Authority required for execution of deed................................50
Certificates for shares and debentures..................................51
Official seal for use abroad............................................51
REGISTERS.....................................................................51
Overseas and local registers............................................51
Authentication and certification of copies and extracts.................51
DIVIDENDS.....................................................................51
Declaration of dividends................................................51
Interim dividends.......................................................52
Payment in different currencies........................................52
Apportionment of dividends..............................................52
Dividends in specie.....................................................52
Scrip dividends: authorising resolution.................................52
Scrip dividends: procedures.............................................52
Permitted retentions....................................................54
Procedure for payment to holders and others entitled....................54
Joint entitlement.......................................................55
Payment by post.........................................................55
Discharge to Company and risk...........................................55
Interest not payable....................................................55
Forfeiture of unclaimed dividends.......................................55
Waiver of dividends.....................................................56
CAPITALISATION OF PROFITS AND RESERVES........................................56
Power to capitalise.....................................................56
RECORD DATES..................................................................57
Record dates for dividends, etc.........................................57
ACCOUNTS......................................................................57
Rights to inspect records...............................................57
Sending of annual accounts..............................................58
Summary financial statements............................................58
Swedish translation.....................................................58
NOTICES.......................................................................58
When notice required to be in writing; use of electronic communications.58
Methods of Company sending notice.......................................58
Notices to joint holders................................................60
Deemed receipt of notice................................................60
Notice to persons entitled by transmission..............................60
Transferees etc. bound by prior notice..................................60
Notice during disruption of services....................................61
75
DESTRUCTION OF DOCUMENTS......................................................62
Power of Company to destroy documents...................................62
Presumption in relation to destroyed documents..........................63
UNTRACED SHAREHOLDERS.........................................................63
Power to dispose of shares of untraced shareholders.....................63
Transfer on sale........................................................64
Effectiveness of transfer...............................................64
Proceeds of sale........................................................64
WINDING UP....................................................................64
Liquidator may distribute in specie.....................................64
Disposal of assets by liquidator........................................65
INDEMNITY.....................................................................65
Indemnity to directors and officers.....................................65
APPROVED DEPOSITARIES.........................................................65
Register of Appointed Proxies...........................................65
Rights of Appointed Proxies.............................................66
Payment of dividends to Appointed Proxies...............................66
Approved Depositary Record Date.........................................66
Trusts not recognised...................................................67
Validity of appointments in respect of Depositary Shares................67
76