The Companies Acts, 1862 to 1900
AND
The Companies Acts 1948 to 1981
AND
The Companies Act, 1985
-------------------------------------------
COMPANY LIMITED BY SHARES
-------------------------------------------
MEMORANDUM OF ASSOCIATION
of
REED INTERNATIONAL P.L.C.
(as altered by Special Resolutions passed on the 29th day of July,
1970, the 26th day of July, 1988, the 24th day of July, 1990 and
the 15th day of April 1999 and by a resolution of the directors
passed on the 2nd day of March, 1982)
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1. The name of the Company is "REED INTERNATIONAL P.L.C."*
2. The Company is to be a public company.
3. The registered office of the Company will be situate in England.
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* NOTE: The Company was incorporated under the name of "ALBERT E. REED &
COMPANY, LIMITED". On 1st August, 1963, the name of the Company was changed
to "REED PAPER GROUP LIMITED" pursuant to a SPECIAL RESOLUTION dated 24th
July, 1963. On 11th August, 1969, the name of the Company was changed from
"REED PAPER GROUP LIMITED" to "REED GROUP LIMITED" pursuant to a SPECIAL
RESOLUTION dated 30th July, 1969. On 3rd August, 1970, the name of the
Company was changed from "REED INTERNATIONAL LIMITED pursuant to a SPECIAL
RESOLUTION dated 29th July, 1970. On 1st April, 1982 the name of the
Company was changed from "REED INTERNATIONAL LIMITED" to "REED
INTERNATIONAL P.L.C." pursuant to a Directors' resolution dated 2nd
March, 1982.
4. The objects for which the Company is established are:
(A) To carry on business as a holding company and to acquire and hold shares,
stocks, debentures, debenture stocks, bonds, mortgages, obligations and
other securities of any kind issued by any company, corporation or
undertaking of whatever nature and wherever constituted or carrying on
business.
(B) To carry on all or any of the businesses of publishers, producers,
distributors, proprietors, wholesalers or retailers of books, periodicals,
magazines, newspapers, journals, circulars, works of reference, advertising
literature and any other forms of publication, in any medium whatsoever: to
own, organise, operate and manage exhibitions, trade shows, conferences and
seminars and to conduct any related activities: to manage and market
information databases held in hard copy or electronically processed from;
to act as advertising agents, literary agents and manufacturers and dealers
in any materials used in connection with any businesses referred to in this
Clause; and to acquire, sell, hold, license and otherwise deal in copyright
and any other rights in artistic, literary or musical works of any kind
whatsoever.
(C) To co-ordinate the administration, policies, management, research, trading
and any and all other activities of and to act as financial advisers and
consultants to any company or group of companies now or hereafter formed or
incorporated or acquired and to perform any services or undertake any
duties to or on behalf of and in any other manner assist any such company
or group and either without remuneration or on such terms as to
remuneration as may be agreed.
(D) To carry on any business by means, or through the agency of any subsidiary
company or companies, and to enter into any arrangement with any such
subsidiary company for taking the profits and bearing the losses of any
such business, or for financing any such subsidiary company.
(E) To carry on business as importers, exporters, manufacturers and merchants
of, dealers in, brokers of and agents for any materials or products
manufactured, processed or dealt in in any business carried on by the
Company or any of its subsidiary companies or required or used for the
purposes of any such business including plant, machinery and tools of all
kinds and to carry on the business of general merchants and dealers.
Page 2
(F) To carry on business as concessionaires and to undertake, carry on and
execute all kinds of financial, commercial, trading, trust, exploitation,
agency and other operations, and to advance or provide money with or
without security to concessionaires, inventors, patentees and others for
the purpose of improving and developing or assisting to improve and develop
any concessions, lands or rights or of experimenting in regard to or
testing or developing any invention, design or process, industrial or
otherwise.
(G) To carry on the business of carriers by air, sea, road, railway, canal or
otherwise and to own transport facilities of every kind.
(H) To act as managing agents for and as management and technical consultants
to any business and to execute, carry out, improve, work, develop,
administer, maintain, manage or control works and conveniences of all kinds
and to contribute or render technical assistance to or assist in the
carrying out or establishment, maintenance, improvement, management,
working, control or superintendence of any such business.
(I) To carry on either in connection with any of the businesses aforesaid or
independently thereof any trade or business which may seem to be capable of
being conveniently carried on in connection therewith or calculated to
enhance the value of or render more profitable any part of the Company's
undertaking or property, or to further the objects of the Company.
(J) To acquire, construct, carry out, maintain and use railways, tramways,
docks, harbours, piers, wharves, canals, reservoirs, embankments and
irrigations, reclamations, improvements, sewage, drainage, sanitary, water,
gas, electric light, telephonic and electrical power works, warehouses and
all other works which may be conducive to the interests of the Company.
(K) To purchase or otherwise acquire estates, lands, forests, timber licences,
mines, quarries or interests in the same in any part of the world, and to
work and develop the same.
(L) To purchase or otherwise acquire for any estate or interest any property or
assets or any concessions, licences, grants, patents, know-how, trade marks
or other exclusive or non-exclusive rights of any kind which may appear to
be necessary or convenient for any business of the Company, and to develop
and turn to account and deal with the
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same in such manner as may be thought expedient, and to make experiments
and tests and to carry on all kinds of research work.
(M) To subscribe for, underwrite, purchase or otherwise acquire, and to hold,
dispose of and deal with the shares, stock, securities and evidences of
indebtedness or of the right to participate in profits or assets or other
similar documents issued by any government, authority, corporation or body,
or by any company or body of persons, and any options or rights in respect
thereof, and to buy and sell foreign exchange.
(N) 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 mortgages and charges upon the undertaking and all or any of
the property and assets (present and future) and the uncalled capital of
the Company, or by the creation and issue on such terms and conditions as
may be thought expedient of debentures, debenture stock or other securities
of any description.
(O) To draw, make, accept, endorse, discount, negotiate, execute and issue, and
to buy, sell and deal in bills of exchange, promissory notes and other
negotiable or transferable instruments.
(P) To amalgamate or enter into partnership or any joint purse or
profit-sharing arrangement with and to co-operate in any way with or assist
or subsidise any company, firm or persons, and to purchase or otherwise
acquire and undertake all or any part of the business, property and
liabilities of any person, body or company carrying on any business which
the Company is authorised to carry on or possessed of any property suitable
for the purposes of the Company.
(Q) To promote or concur in the promotion of any company, the promotion of
which shall be considered desirable.
(R) To lend money to and guarantee the performance of the contracts or
obligations of any company, firm or person, and the payment and repayment
of the capital and principal of, and dividends, interest or premiums
payable on, any stock, shares and securities of any company, whether having
objects similar to those of the Company or not, and to give all kinds of
indemnities.
(S) 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
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consideration as may be thought fit, and in particular for stocks, shares
or securities of any other company whether fully or partly paid up.
(T) To procure the registration or incorporation of the Company in or under the
laws of any place outside England.
(U) To subscribe or guarantee money for any national, charitable, benevolent,
public, general or useful object or for any exhibition, or for any purpose
which may be considered likely directly or indirectly to further the
objects of the Company or the interests of its members.
(V) To grant pensions or gratuities to any employees or ex-employees and to
officers and ex-officers (including Directors and ex-Directors) of the
Company or its predecessors in business, or the relations, connections or
dependants of any such persons, and to establish or support associations,
institutions, clubs, funds and trusts which may be considered calculated to
benefit any such persons or otherwise advance the interests of the Company
or of its members, and to establish and contribute to any scheme for the
purchase by trustees of shares in the Company to be held for the benefit of
the Company's employees (including Directors holding a salaried employment
or office in the Company or any subsidiary company), and to lend money to
the Company's employees (other than Directors) to enable them to purchase
shares of the Company and to formulate and carry into effect any scheme for
sharing the profits of the Company with its employees or any of them.
(W) 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 or otherwise, and either
alone or in conjunction with others.
(X) To do all such other things as may be considered to be incidental or
conducive to the above objects or any of them.
And it is hereby declared that the objects of the Company as specified in each
of the foregoing paragraphs of this clause (except only if and so far as
otherwise expressly provided in any paragraph) shall be separate and distinct
objects of the Company and shall not be in anywise limited by reference to any
other paragraph or the order in which the same occur or the name of the Company.
5. The liability of the Members is limited.
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6. The capital of the Company is 'L'183,931,647, divided into 1,471,453,176
shares of 12.5p each.
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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 DESCRIPTIONS OF Number of Shares taken by
SUBSCRIBERS each Subscriber
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Preference Shares
ALBERT E. REED Fifty
50, Cannon Street,
London EC
Paper Manufacturer.
HENRY HOLLOWAY, Fifty
Victoria Wharf,
Belvedere Road,
London SE
Contractor.
WILLIAM A. POSNETT, Fifty
239 Long Lane,
London SE
Leather Manufacturer.
CHARLES L. STEVENS Fifty
Tovil Mills,
Maidstone
(Manager, Paper Mills).
STANLEY COUSINS, Fifty
50 Cannon Street,
London EC
Paper Salesman.
FRANK FERGUSON EDWARDS, One
50 Cannon Street,
London EC
Accountant.
ALBERT G. MICKLEBURGH, One
50 Cannon Street,
London EC
Secretary to Public Company.
JAS BOURNE BENSON,
1, Clement's Inn, WC
Solicitor
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Dated the 26th day of May, 1903.
Witness to the signatures of all the above subscribers:
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No. 77536
THE COMPANIES ACTS 1862 TO 1900
and
THE COMPANIES ACTS 1948 TO 1981
and
THE COMPANIES ACT 1985
-----------------------------------
COMPANY LIMITED BY SHARES
-----------------------------------
MEMORANDUM
(Altered by Special Resolutions passed on
the 29th day of July, 1970, the 26th day of July, 1988,
the 24th day of July, 1990 and the 15th day of April 1999
and by a resolution of the directors
passed on the 2nd day of March 1982)
ARTICLES OF ASSOCIATION
(Adopted by Special Resolution passed on
the 19th day of April 1995)
of
REED INTERNATIONAL P.L.C.
===========================================
Incorporated the 28th day of May, 1903
===========================================
MEMORANDUM
OF
ASSOCIATION
THE COMPANIES ACT 1985 COMPANY NO. 77536
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PUBLIC COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
of
REED INTERNATIONAL P.L.C.
(Adopted by special resolution on 16 April 1997,
as amended by special resolutions passed
on 29 April 1998 and 15 April 1999)
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PRELIMINARY
Table A
1. The regulations in Table A as in force at the date of the incorporation of
the Company shall not apply to the Company.
Definitions
2. In these Articles, except where the subject or context otherwise requires:
Act means The Companies Act 1985 including any modification or re-enactment
thereof for the time being in force;
Articles means these articles of association as altered from time to time by
special resolution;
auditors means the auditors for the time being of the Company;
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 means the period excluding the day when a notice is given or deemed
to be given and the day for which it is given or on which it is to take effect;
Companies Acts has the meaning ascribed thereto by section 744 of the Act and
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;
employees' share scheme has the meaning ascribed thereto by section 743 of the
Act;
holder means, in relation to any shares, the member whose name is entered in the
register as the holder of such shares;
issuer-instruction shall have the meaning ascribed to it in the Regulations;
London Stock Exchange means the London Stock Exchange Limited;
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;
Ordinary Share means an ordinary share of 12.5p in the capital of the Company;
Operator shall have the meaning ascribed to it in the Regulations;
Operator-instruction shall have the meaning ascribed to it in the Regulations;
paid means paid or credited as paid;
participating security shall have the meaning ascribed to it in the Regulations;
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 the register of members of the Company;
Regulations means the Uncertified Securities Regulations 1995;
Page 2
relevant system shall have the meaning ascribed to it in the Regulations;
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 a share in the capital of the Company which is
recorded on the register as being held in uncertificated form and title to 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.
Construction
3. References to a document being executed include references to its being
executed under hand or under seal or by any other method.
References to writing include references to any visible substitute for writing
and to anything partly in one form and partly in another form.
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.
Save as aforesaid any words or expressions defined in the Act and the
Regulations (but excluding any modification thereof not in force at the date of
adoption of these Articles) shall, if not inconsistent with the subject or
context, bear the same meaning in these Articles.
Subject to the preceding paragraph, 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 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 thereto; (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
Page 3
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. The authorised share capital of the Company at the date of the adoption of
these Articles is 'L'183,931,647 divided into 1,471,453,176 shares of 12.5p
each.
Shares with special rights
5. Subject to the provisions of the Companies Acts and without prejudice to any
rights attached to any existing shares or class of shares, any share may be
issued with such rights or restrictions as the Company may by ordinary
resolution determine or, subject to and in default of such determination, as the
board shall determine.
Uncertificated shares
6.1 Subject to the provisions of the Regulations, the board 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 class of shares
6.2 Shares in the capital of the Company that fall within a certain class shall
not form a separate class of 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.
Exercise of Company's entitlements in respect of uncertificated share
6.3 Where any class of shares is a participating security and the Company is
entitled under any provision of the Companies Acts, the Regulations or the
Articles to sell, transfer or otherwise dispose of, forfeit, redeem, 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, the Articles and the facilities and
requirements of the relevant system:
Page 4
(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; and
(d) 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.
Allotment
7. Subject to the provisions of the Companies Acts relating to authority,
pre-emption rights or otherwise and of any resolution of the Company in general
meeting passed pursuant thereto, and, in the case of redeemable shares, the
provisions of Article 8, all unissued shares for the time being in the capital
of the Company shall be at the disposal of the board, and the board may (subject
as aforesaid) 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 shares
8. Subject to the provisions of the Companies Acts, and 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.
Authority to allot relevant securities under Section 80 of the Act
9. The Company may at any time and from time to time pass an ordinary resolution
referring to this Article and authorising the directors to allot relevant
securities (as defined for the purposes of Section 80 of the Act) and, upon the
passing of such ordinary resolution:
(a) the directors shall be generally and unconditionally authorised to allot
relevant securities provided that the nominal amount of such securities
shall not exceed in aggregate the sum specified in such ordinary
resolution; and
Page 5
(b) any such authority shall expire on the day five years after the passing of
such ordinary resolution (or on such earlier day as may be specified in
such ordinary resolution), save that the Company shall be entitled before
such expiry to make an offer or agreement which would or might require
relevant securities to be allotted after such expiry and the directors
shall be entitled to allot relevant securities in pursuance of such offer
or agreement as if the authority conferred hereby had not expired.
Disapplication of pre-emption rights under Section 95 of the Act
10. The Company may resolve by special resolution, referring to this Article,
that the directors be empowered to allot equity securities (as defined for the
purposes of Sections 89 to 96 inclusive of the Act) for cash and, upon the
passing of such special resolution, the directors shall (subject to their being
authorised to allot relevant securities in accordance with Section 80 of the
Act) be empowered to allot (pursuant to any such authority) equity securities
for cash as if Section 89(1) of the Act did not apply provided that such power
shall be limited:
(a) to the allotment of equity securities in connection with a rights issue in
favour of the holders of Ordinary Shares where the equity securities
respectively attributable to the interests of all such holders are
proportionate (as nearly as may be) to the respective value of the Ordinary
Shares held by them but subject to such exclusions or other arrangements as
the board may deem necessary or expedient to deal with:
(i) fractional entitlements; or
(ii) directions from any holders of Ordinary Shares to deal in some other
manner with their respective entitlements; or
(iii) legal or practical problems arising in any overseas territory or by
virtue of shares being represented by American Depositary Shares; or
(iv) the requirements of any regulatory body or stock exchange; and
(b) to the allotment of equity securities pursuant to the terms of any share
scheme for employees approved by the members in general meeting; and
(c) to the allotment (otherwise than pursuant to sub-paragraph (a) or (b)
above) of equity securities having, in the case of relevant shares (as so
defined), a nominal amount or, in the case of other equity
Page 6
securities, giving the right to subscribe for or convert into relevant
shares having a nominal amount, not exceeding in aggregate the sum
specified in such special resolution,
and such power shall expire on the date of the annual general meeting of the
Company next following the passing of such special resolution, save that the
Company shall be entitled before such expiry to make an offer or agreement which
would or might require equity securities to be allotted after such expiry and
the directors shall be entitled to allot equity securities in pursuance of such
offer or agreement as if the power conferred hereby had not expired.
Commissions
11. 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 or by the grant of an option to call, within a specified
time, for a specified number or amount of shares in the Company at a specified
price being not less than par.
Trusts not recognised
12. Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust and (except as otherwise provided by these
Articles or by law) the Company shall not be bound by or recognise any interest
in any share (or in any fractional part of a share) except an absolute right to
the entirety thereof in the holder.
Joint holders
13. The Company shall not be bound to register more than four persons as joint
holders of any share (except in the case of executors or administrators of a
deceased member), and any one of such registered joint holders may give
effectual receipts for any dividend or other moneys payable in respect of such
share.
VARIATION OF RIGHTS
Method of varying rights
14.1 Whenever the capital of the Company is divided into different classes of
shares, all or any of the special rights or privileges attached to any class may
be varied or abrogated, either with the consent in writing of holders of
three-fourths in nominal value of the issued shares of that class or with the
sanction of an extraordinary resolution passed at a separate general meeting of
the holders of the shares of that class (but not otherwise) and may be so varied
or abrogated either whilst the Company is a going concern or during or in
contemplation of a winding up. To every such separate general meeting all the
provisions of these Articles relating
Page 7
to general meetings of the Company or to the proceedings thereat shall, mutatis
mutandis, apply, except that:
(a) the necessary quorum at any such meeting (other than adjourned meeting)
shall be two persons holding or representing by proxy not less than
one-third in nominal amount of the issued shares of the class;
(b) at an adjourned meeting, the necessary quorum shall be one person holding
shares of the class or his proxy;
(c) the holders of shares of the class shall, on a poll, have one vote in
respect of every share of the class held by them respectively; and
(d) a poll may be demanded by any one holder of shares of the class whether
present in person or by proxy.
Separate class of share
14.2 For the purposes of this Article, any particular issue of shares not
carrying the same rights (whether as to rate of dividend, redemption or
otherwise) as any other shares for the time being in issue shall be deemed to
constitute a separate class of share.
When rights deemed to be varied
14.3 Unless otherwise expressly provided by the terms of these Articles, the
special rights or privileges attached to any class of shares shall be deemed to
be varied or abrogated by the creation or issue of further shares ranking pari
passu therewith.
No variation of rights
14.4 For the purposes of this Article, unless otherwise expressly provided by
the rights attached to any share or class of shares, those rights shall not be
deemed to be varied by 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
Members' rights to certificates
15. Every member, upon becoming the holder of any certificated share (except a
recognised person in respect of whom the Company is not required by law to
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, upon transferring a part of his holding of certificated shares of
any class, to a certificate for the balance of such holding) or several
certificates each for one or more of his certificated shares upon payment for
every certificate after the first of such reasonable sum as the board may from
time to time determine. Subject to Article 141
Page 8
every certificate shall be sealed with the seal or executed in accordance with
Article 143 and shall specify the number, class and distinguishing numbers (if
any) of the shares to which it relates and the amount or respective amounts paid
up thereon. The Company shall not be bound to issue more than one certificate
for certificated shares held jointly by several persons 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 certificates
16. Any member holding two or more certificates representing shares of any one
class may request the cancellation of such certificates and the Company shall
issue a single new certificate for such shares in lieu without charge.
If a share certificate is defaced, worn out, lost or destroyed, it may be
renewed on such terms (if any) as to evidence and indemnity (with or without
security) 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.
LIEN
Company to have lien on shares
17. The Company shall have a first and paramount lien on every share (not being
a fully paid share) for all moneys payable to the Company (whether presently or
not) in respect of that share. The board may at any time (generally or in
particular cases) waive any lien or declare any share to be wholly or in part
exempt from the provisions of this Article. The Company's lien on a share shall
extend to any amount (including dividends) payable in respect of it.
Enforcement of lien by sale
18.1 The Company may sell, in such manner as the board determines, any share on
which the Company has a lien if a sum in respect of which the lien exists is
presently payable and is not paid within fourteen clear days after notice has
been given to the holder of the share or to the person entitled to it in
consequence of the death or bankruptcy of the holder or otherwise by operation
of law, demanding payment and stating that if the notice is not complied with
the shares may be sold.
Giving effect to sale
18.2 To give effect to any such sale the board may, if the share is a
certificated share, authorise some person to execute an instrument of transfer
of the shares sold to, or in accordance with the directions of, the purchaser.
If the share is an uncertificated share, the board may exercise
Page 9
any of the Company's powers under Article 6.3 to effect the sale of the share
to, or in accordance with the directions of, the Purchaser. The transferee shall
not be bound to see to the application of the purchase money nor shall his title
to the shares be affected by any irregularity in or invalidity of the
proceedings in relation to the sale and the remedy of any person aggrieved by
any such sale shall be in damages only and solely against the Company.
Application of proceeds
18.3 The net proceeds of the sale, after payment of the costs, shall be applied
in or towards payment or satisfaction of so much of the sum in respect of which
the lien exists as is presently payable, and any residue shall (if the share
sold is a certificated share), on surrender to the Company for cancellation of
the certificate in respect of the share sold and whether the share sold is a
certificated or uncertificated share, subject to a like lien for any moneys not
presently payable as existed upon the shares before the sale, be paid to the
person entitled to the shares at the date of the sale.
CALLS ON SHARES
Power to make calls
19. Subject to the terms of allotment, the board may from time to time make
calls upon the members in respect of any moneys unpaid on their shares (whether
in respect of nominal value or premium) and each member shall (subject to
receiving at least fourteen days' notice specifying when and where payment is to
be made) pay to the Company as required by the notice the amount called on his
shares. A call may be required to be paid by instalments. A call may be revoked
in whole or part and the time fixed for payment of a call may be postponed in
whole or part as the board may determine. A person upon whom a call is made
shall remain liable for calls made upon him notwithstanding the subsequent
transfer of the shares in respect whereof the call was made.
Time when call made
20. A call shall be deemed to have been made at the time when the resolution of
the board authorising the call was passed.
Liability of joint holders
21. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
Interest payable
22. If a call or any instalment of a call remains unpaid in whole or in part
after it has become due and payable the person from whom it is due and payable
shall pay interest on the amount unpaid from the day it became due and payable
until it is paid, at the rate fixed by the terms of allotment of the shares or
in the notice of the call or, if no rate is fixed, such rate, not exceeding 15
per cent. per annum or, if higher, the appropriate rate (as
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defined by the Act), as may be determined by the board, and shall also pay all
costs, charges and expenses which the Company may have incurred or become liable
for in order to procure payment of or in consequence of the non-payment of such
call or instalment, but the board shall be at liberty to waive payment of such
interest, costs, charges and expenses wholly or in part.
Deemed calls on allotment
23. An amount payable in respect of a share on allotment or at any fixed date,
whether in respect of nominal value or premium or as an instalment of a call,
shall be deemed to be a call duly made and notified and payable on the date so
fixed or in accordance with the terms of the allotment, and if it is not paid
the provisions of these Articles shall apply as if that amount had become due
and payable by virtue of a call duly made and notified.
Differentiation on calls
24. Subject to the terms of allotment, the board may make arrangements on the
issue of shares for a difference between the allottees and/or holders in the
amounts and times of payment of calls on their shares.
Payment of calls in advance
25. The board may, if it thinks fit, receive from any member willing to advance
the same all or any part of the moneys uncalled and unpaid upon any shares held
by him and such payment in advance of calls shall extinguish pro tanto the
liability upon the shares in respect of which it is made, and may pay upon all
or any of the moneys so advanced (until the same would but for such advance
become presently payable) interest at such rate as may be agreed upon between
the directors and such member. The directors may, on giving one month's notice,
repay to any member the amount of any such advance payment made by him.
Rights suspended if payment in arrears
26. No member shall be entitled to receive any dividend or other moneys, or
(save as proxy for another member) to be present or vote at any general meeting,
either personally or by proxy, or to exercise any privilege as a member, or be
counted in a quorum in respect of any share held by him (whether alone or
jointly with any other person), if and so long as he shall have defaulted in
payment of any call or other sum for the time being due and payable on such
share or any interest or expenses (if any) payable in connection therewith.
FORFEITURE AND SURRENDER
Notice requiring payment of call
27. If a call or any instalment of a call remains unpaid in whole or in part
after it has become due and payable, the board may give to the person from whom
it is due not less than fourteen clear days' notice in writing requiring payment
of the amount unpaid together with any interest which may have accrued and any
costs, charges and expenses incurred by the
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Company by reason of such non-payment. The notice shall name the place where
payment is to be made and shall state that if the notice is not complied with
the shares in respect of which the call was made will be liable to be forfeited.
Forfeiture for non-compliance
28. If any such notice is not complied with, any share in respect of which it
was given may, at any time before the payment required by the notice has been
made, be forfeited by a resolution of the board and the forfeiture shall include
all dividends or other moneys payable in respect of the forfeited shares and not
paid before the forfeiture. When any share has been forfeited, notice of the
forfeiture shall be served upon the person who was before the forfeiture the
holder of the share, and an entry of such notice having been given and of the
forfeiture with the date thereof shall forthwith be made in the register
opposite the entry of the share; but no forfeiture shall be invalidated by any
omission or neglect to give such notice or to make such entries.
Sale of forfeited shares
29. Subject to the provisions of the Companies Acts, a forfeited share shall be
deemed to belong to the Company and may be sold, re-allotted or otherwise
disposed of on such terms and in such manner as the board determines, either to
the person who was before the forfeiture the holder or to any other person, and
at any time before sale, re-allotment or other disposal the forfeiture may be
cancelled on such terms as the board thinks fit. Where for the purposes of its
disposal a forfeited share held in certificated form is to be transferred to any
person the board may authorise some person to execute an instrument of transfer
of the share to that person. Where for the purposes of its disposal a forfeited
share held in uncertificated form is to be transferred to any person, the board
may exercise any of the Company's powers under Article 6.3. The Company may
receive the consideration given for the share on its disposal and may register
the transferee as holder of the share.
Liability following forfeiture
30. A person any of whose shares have been forfeited shall cease to be a member
in respect of them and shall surrender to the Company for cancellation the
certificate for the shares forfeited but shall remain liable to the Company for
all moneys which at the date of forfeiture were presently payable by him to the
Company in respect of those shares with interest thereon at the rate at which
interest was payable on those moneys before the forfeiture or, if no interest
was so payable, at such rate, not exceeding 15 per cent. per annum or, if
higher, the appropriate rate (as defined in the Act) as the board may determine,
from the date of forfeiture until payment, but the board may waive payment
wholly or in part or enforce payment without any allowance for the value of the
shares at the time of forfeiture or for any consideration received on their
disposal.
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Surrender
31. The board may accept the surrender of any share which it is in a position to
forfeit upon such terms and conditions as may be agreed and, subject to any such
terms and conditions, a surrendered share shall be treated as if it had been
forfeited.
Extinction of rights
32. The forfeiture of a share shall involve the extinction at the time of
forfeiture of all interest in and all claims and demands against the Company in
respect of the share and all other rights and liabilities incidental to the
share as between the person whose share is forfeited and the Company, except
only such of those rights and liabilities as are by these Articles expressly
saved, or as are by the Companies Acts given or imposed in the case of past
members.
Evidence of forfeiture or surrender
33. A statutory declaration by a director or the secretary that a share has been
duly forfeited or surrendered on a specified date shall be conclusive evidence
of the facts stated in it as against all persons claiming to be entitled to the
share and the declaration shall (subject to the execution of an instrument of
transfer if necessary) constitute a good title to the share and the person to
whom the share is disposed of shall not be bound to see to the application of
the purchase money, if any, nor shall his title to the share be affected by any
irregularity in, or invalidity of, the proceedings in reference to the
forfeiture, surrender, sale, re-allotment or disposal of the share.
Power to annul forfeiture or surrender
34. Notwithstanding any such forfeiture as aforesaid, the directors may, at any
time before the forfeited or surrendered share has been sold, re-allotted or
otherwise disposed of, annul the forfeiture or surrender upon payment of all
calls and interest due on, and costs, charges and expenses incurred in respect
of, the share, and on such further conditions (if any) as they may think fit.
TRANSFER OF SHARES
Form and execution of transfer of certificated shares
35. The instrument of transfer of a certificated share may be in any usual form
or in any other form which the board may approve and shall be signed by or on
behalf of the transferor and, unless the share is fully paid, by or on behalf of
the transferee. An instrument of transfer need not be under seal.
Form and execution of transfer of uncertificated shares
36.1 All transfers of uncertificated shares shall be made in accordance with and
be subject to the Regulations and the facilities and requirements of the
relevant system concerned.
Transfers of partly paid shares
36.2 The board may in its absolute discretion, and without giving any reason,
refuse to register the transfer of a share which is not fully paid
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provided that such refusal does not prevent dealings in the share from taking
place on an open and proper basis.
Invalid transfers of certificated shares
37.1 The board may refuse to register the transfer of a certificated share
unless the instrument of transfer:
(a) is lodged, duly stamped, at the office or at such other place as the board
may appoint accompanied by the certificate for the shares to which it
relates and such other evidence as the board may reasonably require to show
the right of the transferor to make the transfer;
(b) is in respect of only one class of shares; and
(c) is in favour of not more than four transferees.
Transfers by recognised persons
37.2 In the case of a transfer of a certificated share by a recognised person,
the lodgement of share certificates will only be necessary if and to the extent
that certificates have been issued in respect of the shares in question.
Notice of refusal to register
38. If the board refuses to register the transfer, it shall send to the
transferee notice of the refusal within two months after the date on which the
instrument of transfer was lodged with the Company or the Operator-instruction
was received, as the case may be.
Suspension of registration
39. The registration of transfers of shares or of transfers of any class of
shares may be suspended at such times and for such periods (not exceeding thirty
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.
No fee payable on registration
40. No fee shall be charged for the registration of any instrument of transfer
or other document relating to or affecting the title to any share.
Retention of transfers
41. The Company shall be entitled to retain any instrument of transfer which is
registered, but any instrument of transfer which the board refuses to register
shall be returned to the person lodging it when notice of the refusal is given.
TRANSMISSION OF SHARES
Transmission
42. If a member dies the survivor or survivors where he was 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; but nothing herein contained
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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.
Elections permitted/required
43.1 A person becoming entitled to a share in consequence of the death or
bankruptcy of a member or otherwise by operation of law may, upon such evidence
being produced as the board may properly require as to his entitlement (and, in
the case of uncertificated shares, subject to compliance with such other
procedures consistent with the facilities and requirements of the relevant
system concerned), elect either to become the holder of the share or to have
some person nominated by him registered as the transferee. If he elects to
become the holder he shall give notice to the Company to that effect. If he
elects to have another person registered, he shall execute an instrument of
transfer of the share to that person. All the provisions of these Articles
relating to the transfer of shares shall apply to any such 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.
Withholding of dividends
43.2 The board may at any time give notice requiring any such person to elect
either to be registered himself (and, in the case of uncertificated shares,
subject to compliance with such other procedures consistent with the facilities
and requirements of the relevant system concerned) or to transfer the share and
if the notice is not complied with within sixty days the board may thereafter
withhold payment of all dividends or other moneys payable in respect of the
share until the requirements of the notice have been complied with.
Rights of persons entitled by transmission
44. A person becoming entitled to a share in consequence of the death or
bankruptcy of a member or otherwise by operation of law shall, upon such
evidence being produced as the board may properly require as to his entitlement
and subject to the requirements of Article 43.1, have the same rights in
relation to the share as he would have had if he were the holder of the share,
and 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 Company.
ALTERATION OF SHARE CAPITAL
Alterations by ordinary resolution
45. The Company may by ordinary resolution:
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(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 subject to these Articles
46. All new shares shall be subject to the provisions of these Articles with
reference to payment of calls, lien, forfeiture, transfer, transmission and
otherwise, and, unless otherwise provided by these Articles, by the resolution
creating the new shares or by the conditions of issue, the new shares shall be
unclassified shares.
Consolidation and fractions arising
47. Whenever as a result of a consolidation or sub-division of shares any
fractions, or other difficulties, arise, the board may settle the matter in any
manner it deems fit and, in particular, may sell to any person (including,
subject to the provisions of the Companies Acts, the Company) shares
representing fractions to which any members would otherwise become entitled and,
as between the holders of shares which are consolidated, may determine which
shares are consolidated into each consolidated share and, where shares
registered in the name of different holders are consolidated, may make such
arrangements for the allocation, acceptance or sale of the consolidated share
and, in each case, distribute the net proceeds of sale in due proportion among
those members or those holders or determine that the net proceeds of sale be
retained for the benefit of the Company. 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
purchaser. 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
purchaser. The transferee shall not be bound to see to the application of the
purchase moneys nor shall his title to the shares be
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affected by any irregularity in or invalidity of the proceedings in relation to
the sale.
Power to reduce capital
48. Subject to the provisions of the Companies Acts, the Company may by special
resolution reduce its share capital, any capital redemption reserve and any
share premium account in any way.
PURCHASE OF OWN SHARES
Power to purchase own shares
49. Subject to and in accordance with the provisions of the Companies Acts and
without prejudice to any relevant special rights attached to any class of
shares, the Company may purchase any of its own shares of any class (including
redeemable shares) at any price (whether at par or above or below par), and so
that any shares to be so purchased may be selected in any manner whatsoever.
Every contract for the purchase of, or under which the Company may become
entitled or obliged to purchase, shares in the Company shall be authorised by
such resolution of the Company as may be required by the Companies Acts and by
an extraordinary resolution passed at a separate general meeting of the holders
of each class of shares (if any) which, at the date on which the contract is
authorised by the Company in general meeting, entitle them, either immediately
or at any time later on, to convert all or any of the shares of that class held
by them into equity share capital of the Company.
CONVERSION OF SHARES INTO STOCK
Power to convert into stock
50. The Company may from time to time by ordinary resolution convert all or any
of its paid-up shares into stock, and may from time to time in like manner
re-convert such stock into paid-up shares of any denomination.
Transfer of stock
51. When any shares have been converted into stock, the several stockholders may
transfer their respective interests therein, or any part of such interests, in
the same manner and subject to the same regulations and restrictions as would
have applied to the shares from which the stock arose if they had not been
converted, or as near thereto as circumstances will permit. The directors may,
from time to time, if they think fit, fix the minimum amount of stock
transferable, provided that such minimum shall not exceed the nominal amount of
the shares from which the stock arose.
Rights of stockholders
52. A stockholder shall, according to the amount of stock held by him, have the
same rights, privileges and advantages in all respects as if he was the holder
of the shares from which the stock arose, but so that no such right, privilege
or advantage (except participation in the dividends and profits of the Company
and in the assets on a winding up) shall be conferred by an amount of stock
which, if existing in shares, would not
Page 17
have conferred such right, privilege or advantage. No such conversion shall
affect or prejudice any preferential or special right or restriction.
GENERAL MEETINGS
Types of general meeting
53. All general meetings of the Company other than annual general meetings shall
be called extraordinary general meetings. The board shall convene and the
Company shall hold general meetings as annual general meetings in accordance
with the requirements of the Act.
Class meetings
54. All provisions of these Articles relating to general 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; and
(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.
Convening general meetings
55. Subject to the provisions of Article 53, the board may call general meetings
whenever and at such times and places as it shall determine and, on the
requisition of members pursuant to the provisions of the Companies Acts, shall
forthwith proceed to convene an extraordinary general meeting and, if the board
fails to comply with such requisition, the requisitionists may call an
extraordinary general meeting in accordance with the Companies Acts. If there
are not within the United Kingdom sufficient directors to call a general
meeting, any director of the Company may call a general meeting. General
meetings may also be convened in accordance with Article 130.
NOTICE OF GENERAL MEETINGS
Period of notice
56.1 An annual general meeting and an extraordinary general meeting called for
the passing of a special resolution or a resolution appointing a person as a
director shall be called by at least twenty-one clear days' notice. All other
extraordinary general meetings shall be called by at least fourteen clear days'
notice.
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To whom notice shall be given
56.2 Subject to the provisions of these Articles and to any restrictions imposed
on any shares, the notice shall be given to all the members, to each of the
directors and to the auditors for the time being of the Company, save that no
notice need be given to members whose shares the Company is entitled to sell
pursuant to Article 168.
Setting of record date
56.3 For the purposes of giving notice to members of any general meeting, the
board may determine that the members entitled to receive such notices are those
persons entered on the register at the close of business on a day determined by
the board, such day not being more than twenty-one days before the day that the
notice of the general meeting is despatched.
Uncontactable shareholders
57. Subject to the provisions of the Act, if on two consecutive occasions
notices or any other documents have been sent by post to a member at his
registered address but have been returned undelivered, then the member shall not
be entitled to receive any subsequent notice or other documents until he has
given to the Company a new registered address or has notified the Company in
writing that such notices or other documents should continue to be sent to his
registered address. For the purposes of this Article references to registered
address mean, in the case of a member whose registered address is not within the
United Kingdom, any address within the United Kingdom given by him to the
Company for the service of notices or other documents. References to other
documents do not include references to dividend warrants or cheques, which the
Company shall be entitled to cease sending in accordance with the provisions of
Article 156.
Contents of notice
58. The notice shall specify the time and place of the meeting and, in the case
of special business, the general nature of such business. All business shall be
deemed special that is transacted at an extraordinary general meeting and also
all business that is transacted at an annual general meeting with the exception
of:
(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 where special notice of the
resolution for such appointment or re-appointment is not required by the
Companies Acts;
(d) the appointment of auditors where special notice of the resolution for such
appointment is not required by the Companies Acts; and
Page 19
(e) the fixing of, or the determining of the method of fixing, the remuneration
of the directors and/or auditors.
The notice shall, in the case of an annual general meeting, specify the meeting
as such, and, in the case of a meeting to pass a special or extraordinary
resolution, specify the intention to propose the resolution as a special or
extraordinary resolution, as the case may be.
General meetings at more than one place
59.1 The provisions of this Article shall apply if any general meeting is
convened at or adjourned to more than one place.
Notice and conditions for holding
59.2 The notice of the meeting or adjourned meeting shall specify the place at
which the chairman of the meeting shall preside (the Specified Place) and the
directors shall make arrangements for simultaneous attendance and participation
at other places (whether adjoining the Specified Place or in a different and
separate place or places altogether or otherwise) by members, provided that
persons attending at any particular place shall be able to see and hear and be
seen and heard (whether by audio-visual links or otherwise) by persons attending
at the other places at which the meeting is convened.
Controlling level of attendance
59.3 The directors may from time to time make such arrangements for the purpose
of controlling the level of attendance at any such place (whether involving the
issue of tickets or the imposition of some means of selection or otherwise) as
they shall in their absolute discretion consider appropriate, and may from time
to time vary any such arrangements or make new arrangements in place of them,
provided that a member who is not entitled to attend, in person or by proxy, at
any particular place shall be entitled so to attend at one of the other places;
and the entitlement of any member so to attend the meeting or adjourned meeting
at such place shall be subject to any such arrangements as may be for the time
being in force and by the notice of meeting or adjourned meeting stated to apply
to the meeting.
Place of meeting
59.4 For the purposes of all other provisions of these Articles any such meeting
shall be treated as being held at the Specified Place.
Adjournment to more than one place
59.5 If a meeting is adjourned to more than one place, notice of the adjourned
meeting shall be given notwithstanding any other provision of these Articles.
Accidental omission to give notice
60. The accidental omission to give notice of a meeting, or to send a form of
proxy with a notice where required by these Articles, to any person entitled to
receive the same, or the non-receipt of a notice of
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meeting or form of proxy by any such person, shall not invalidate the
proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
Quorum
61. No business shall be transacted at any general meeting 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 upon the business to be transacted
shall be a quorum.
If quorum not present
62. If such a quorum is not present within five minutes (or such longer time not
exceeding thirty 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. If at the adjourned meeting a quorum
is not present within fifteen minutes after the time appointed for holding the
meeting, the meeting shall be dissolved.
Chairman
63. The chairman, if any, of the board or, in his absence, any deputy chairman
of the board or, in his absence, some other director nominated by the board
shall preside as chairman of the meeting, but if neither the chairman, 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.
Directors entitled to speak
64. A director shall, notwithstanding that he is not a 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 Company.
Adjournments
65.1 The chairman may, with the consent of a meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting from time
to time and from place to place, but no business shall be transacted at an
adjourned meeting other than business which might properly have been transacted
at the meeting had the adjournment not taken place. In addition, the chairman
may adjourn the meeting to another
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time and place without such consent if it appears to him that 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. When a meeting is adjourned for thirty
days or more or for an indefinite period, at least seven clear days' notice
shall be given specifying the time and place 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.
Validity of proxy at adjourned meeting
65.2 Any member who, by reason of an adjournment, is unable to be present at the
adjourned meeting may nevertheless execute a form of proxy for the adjourned
meeting which, if delivered by him to the chairman or the secretary, shall be
valid even though it is given at less notice than would otherwise be required by
these Articles.
Amendments to resolutions
66. If an amendment shall be proposed to any resolution under consideration but
shall in good faith be ruled out of order by the chairman of the meeting, the
proceedings on the substantive resolution shall not be invalidated by any error
in such ruling. With the consent of the chairman of the meeting, an amendment
may be withdrawn by its proposer before it is voted upon. In the case of a
resolution duly proposed as a special or extraordinary resolution, no amendment
thereto (other than a mere clerical amendment to correct a patent error) may in
any event be considered or voted upon.
Methods of voting
67. A resolution 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 Acts, a poll may be
demanded by:
(a) the chairman of the meeting or any director present at the meeting; or
(b) at least five members present in person or by proxy having the right to
vote on the resolution; 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 on the resolution; or
(d) any member or members present in person or by proxy holding shares
conferring a right to vote on the resolution 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,
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and a demand by a person as proxy for a member shall be the same as a demand by
the member provided that no poll shall be demanded on the election of a chairman
of the meeting.
Declaration of result
68. Unless a poll is duly demanded 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, and an entry to that effect in
the minutes of the meeting, 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.
Withdrawal of demand for poll
69. The demand for a poll may, before the poll is taken, be withdrawn but only
with the consent of the chairman and a 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.
Conduct of poll
70. A poll shall be taken as the chairman directs and he may 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.
Chairman's casting vote
71. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman shall be entitled to a casting vote in addition to any other
vote he may have.
When poll to be taken
72. A poll demanded on a question of adjournment shall be taken forthwith. A
poll demanded on any other question shall be taken either forthwith or at such
time and place as the chairman directs not being more than thirty 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.
Notice of poll
73. No notice need be given of a poll not taken forthwith if the time and place
at which it is to be taken are announced at the meeting at which it is demanded.
In any other case at least seven clear days' notice shall be given specifying
the time and place at which the poll is to be taken.
Effectiveness of special and extraordinary resolutions
74. Where for any purpose an ordinary resolution of the Company is required, a
special or extraordinary resolution shall also be effective and where for any
purpose an extraordinary resolution is required a special resolution shall also
be effective.
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Resolutions in writing
75. A resolution in writing executed by or on behalf of each member who would
have been entitled to vote upon it if it had been proposed at a general meeting
at which he was present shall be as effectual as if it had been passed at a
general meeting properly convened and held and may consist of several
instruments in the like form each executed by or on behalf of one or more of the
members.
VOTES OF MEMBERS
Right to vote
76. Subject to any rights or restrictions attached to any shares, on a show of
hands every member who is present in person 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.
Setting of record time
77. For the purposes of determining which persons are entitled to attend and
vote at a general meeting, the board may specify in the notice of the meeting a
time, not more than 48 hours before the time fixed for the meeting, by which a
person must be entered on the register in order to have the right to attend or
vote at the meeting.
Votes of joint holders
78. In the case of joint holders of a share the vote of the senior who tenders a
vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders and for this purpose seniority shall be
determined by the order in which the names of the holders stand in the register.
Member under incapacity
79. A member in respect of whom an order has been made by any 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 in that behalf appointed
by that court or official, and any such receiver, curator bonis or other person
may, on a poll, vote by proxy. Evidence to the satisfaction of the board of the
authority of the person claiming to exercise the right to vote shall be
deposited at the office, or at such other place as is specified in accordance
with these Articles for the deposit of instruments of proxy, 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 and in default the right to vote
shall not be exercisable.
Calls in arrears
80. No member shall be entitled to vote at any general meeting or at any
separate meeting of the holders of any class of shares in the Company, either in
person or by proxy, in respect of any share held by him unless all moneys
presently payable by him in respect of that share have been paid.
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Section 212 of the Act, restrictions if in default
81.1 If at any time the board is satisfied that any member, or any other person
appearing to be interested in shares held by such member, has been duly served
with a notice under section 212 of the Act (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 vote at a general meeting or at a separate meeting of the
holders of that class of shares either personally or by proxy;
(b) where the default shares represent at least 0.25 per cent. in nominal value
of the issued shares of their class, then the direction notice may
additionally direct that in respect of the default shares, no payment shall
be made by way of dividend.
Copy of notice to interested persons
81.2 The Company shall send to each other person appearing to be interested in
the shares the subject of any direction notice a copy of the notice, but the
failure or omission by the Company to do so shall not invalidate such notice.
When restrictions cease to have effect
81.3 Any direction notice shall cease to have effect when the board is satisfied
that such member and any other person appearing to be interested in shares held
by such member, has given to the Company the information required by the
relevant section 212 notice.
Board may cancel restrictions
81.4 The board may at any time give notice cancelling a direction notice.
Provisions supplementary to Article 81
82.1 For the purposes of Article 81:
(a) a person shall be treated as appearing to be interested in any shares if
the member holding such shares has given to the Company a notification
under the said section 212 which either (i) names such person as being so
interested or (ii) fails to establish the identities of 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;
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(b) the prescribed period is 14 days from the date of service of the section
212 notice.
Section 216 of the Act
82.2 Nothing contained in Article 81 shall limit the power of the Company under
section 216 of the Act.
Errors in voting
83. If any votes are counted which ought not to have been 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 thereof, and it is in the
opinion of the Chairman of the meeting of sufficient magnitude to vitiate the
result of the voting.
Objection to voting
84. No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting or poll at which the vote objected to is tendered,
and every vote not disallowed at such meeting shall be valid and every vote not
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.
Supplementary provisions on voting
85. On a poll votes may be given either personally or by proxy. A member
entitled to more than one vote need not, if he votes, use all his votes or cast
all the votes he uses in the same way.
PROXIES AND CORPORATE REPRESENTATIVES
Appointment of proxy
86. An instrument appointing a proxy shall be in writing under the hand of the
appointor or his attorney or, if the appointor is a corporation, either under
its common seal or the hand of a duly authorised officer, attorney or other
person authorised to sign it.
Form of proxy
87. Instruments of proxy shall be in any usual form or in any other form which
the board may approve (which shall include provision for two-way voting) and the
board may, if it thinks fit, but subject to the provisions of the Act, at the
Company's expense send out with the notice of any meeting forms of instrument of
proxy for use at the meeting. Delivery of an instrument appointing 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.
Delivery of form of proxy
88. The instrument appointing a proxy and any power of attorney or other written
authority under which it is executed or an office or notarially certified copy
or a copy certified in accordance with the Powers of Attorney Act 1971 of such
power or written authority shall:
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(a) be deposited by personal delivery or post at the office or at such other
place within the United Kingdom as is specified in the notice convening the
meeting or in any instrument of proxy sent out by the Company in relation
to the meeting not less than 48 hours before the time appointed for holding
the meeting or adjourned meeting at which the person named in the
instrument proposes to vote; or
(b) in the case of a poll taken more than 48 hours after it is demanded, be
deposited 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) where the poll is not taken at the meeting at which it was demanded 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
or to any director;
and an instrument of proxy which is not deposited or delivered in a manner so
permitted shall be invalid. No instrument of proxy shall be valid after the
expiration of twelve months from the date stated in it as the date of its
execution. When two or more valid instruments of proxy are delivered in respect
of the same share for use at the same meeting, the one which was executed last
shall be treated as replacing and revoking the others as regards that share; if
the Company is unable to determine which was executed last, none of them shall
be treated as valid in respect of that share.
Power of members abroad to appoint attorney
89. Any member residing out of or absent from the united Kingdom may, by power
of attorney, appoint any person to be his attorney for the purpose of voting at
any meeting, and such power may be a special power limited to any particular
meeting, or a general power extending to all meetings at which such member is
entitled to vote. Every such power shall be produced at the Office and left
there for at least forty-eight hours before being acted upon.
Validity of form of proxy
90. The instrument of proxy shall 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 instrument of proxy shall, unless the contrary is stated
therein, be valid as well for any adjournment of the meeting as for the meeting
to which it relates.
Corporate representatives
91. Any corporation or corporation sole which is a member of the Company may (in
the case of a corporation, by resolution of its directors or other governing
body or by authority to be given under seal or under the
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hand of an officer duly authorised by it) 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 of the authority as
the grantor could exercise if it were an individual member of the Company and
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.
Revocation of authority
92. A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a poll unless
notice of the determination was received by the Company at the office or at such
other place at which the instrument of proxy was duly deposited at least 6 hours
before the commencement 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.
NUMBER OF DIRECTORS
Limits on number of directors
93. Unless otherwise determined by ordinary resolution, the number of directors
(other than alternate directors) shall be not less than five nor more than
twenty in number.
APPOINTMENT AND RETIREMENT OF DIRECTORS
Number of directors to retire
94. At every annual general meeting one-third of the directors or, if their
number is not three or a multiple of three, the number nearest to one-third
shall retire from office; but:
(a) if any director has at the start of the annual general meeting been in
office for more than three years since his last appointment or
re-appointment, he shall retire; and
(b) if there is only one director who is subject to retirement by rotation, he
shall retire.
Which directors to retire
95. Subject to the provisions of the Companies Acts and these Articles, the
directors to retire by rotation shall be those who have been longest in office
since their last appointment or re-appointment, but as between persons who
became or were last re-appointed directors on the same day those to retire shall
(unless they otherwise agree among themselves) be determined by lot. The
directors to retire on each occasion (both as to number and identity) shall be
determined by the composition of the board
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at the date of the notice convening the annual general meeting and no director
shall be required to retire or be relieved from retiring or be retired by reason
of any change in the number or identity of the directors after the date of the
notice but before the close of the meeting.
When director deemed to be re-appointed
96. If the Company, at the meeting at which a director retires by rotation or
otherwise, does not fill the vacancy, the retiring director shall, if willing to
act, be deemed to have been re-appointed unless at the meeting it is resolved
not to fill the vacancy or unless a resolution for the re-appointment of the
director is put to the meeting and lost.
Eligibility for election
97. No person other than a director retiring by rotation shall be appointed a
director at any general meeting unless:
(a) he is recommended by the board; or
(b) not less than ten nor more than 42 clear 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 given to 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.
Separate resolutions on appointment
98. Except as otherwise authorised by the Companies Acts, the appointment of any
person proposed as a director shall be effected by a separate resolution.
Additional powers of the Company
99. Subject as aforesaid, the Company may by ordinary resolution appoint a
person who is willing to act to be a director either to fill a vacancy or as an
additional director and may also determine the rotation in which any additional
directors are to retire. The appointment of a person to fill a vacancy or as an
additional director shall take effect from the end of the meeting.
Appointment by board
100. The board may appoint a person who is willing to act to be a director,
either to fill a vacancy or as an additional director and in either case whether
or not for a fixed term, provided that the appointment does not cause the number
of directors to exceed the number fixed by or in accordance with these Articles
as the maximum number of directors. Irrespective of the terms of his
appointment, a director so appointed shall hold office only until the next
following general meeting and shall not be taken into account in determining the
directors who are to retire by rotation
Page 29
at the meeting. If not re-appointed at such general meeting, he shall vacate
office at its conclusion.
Position of retiring directors
101. A director who retires at an annual general meeting may, if willing to act,
be re-appointed. If he is not re-appointed, he shall retain office until the
meeting appoints someone in his place, or if it does not do so, until the end of
the meeting.
Age limit
102. No person shall be disqualified from being appointed or 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 seventy 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 seventy years or more, the board shall
give notice of his age in years in the notice convening the meeting or in any
document accompanying 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.
No share qualification
103. A director shall not be required to hold any shares of the Company by way
of qualification.
ALTERNATE DIRECTORS
Power to appoint alternates
104. Any director (other than an alternate director) may appoint any other
director, or any other person approved by resolution of the board and willing to
act, to be an alternate director and may remove from office an alternate
director so appointed by him.
Alternates entitled to receive notice
105. An alternate director shall be entitled to receive notice of all meetings
of the board and of all meetings of committees of the board of which his
appointor is a member, to attend and vote at any such meeting at which his
appointor is not personally present, and generally to perform all the functions
of his appointor (except as regards power to appoint an alternate) as a director
in his absence. It shall not be necessary to give notice of such a meeting to an
alternate director who is absent from the United Kingdom.
Alternates representing more than one director
106. A director or any other person may act as alternate director to represent
more than one director, and an alternate director shall be entitled at meetings
of the board or any committee of the board to one vote for every director whom
he represents (and who is not present) in addition to
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his own vote (if any) as a director, but he shall count as only one for the
purpose of determining whether a quorum is present, save when such quorum
exceeds two when he shall count one for himself and one for each director whom
he represents.
Expenses and remuneration of alternates
107. An alternate director may be repaid by the Company such expenses as might
properly have been repaid to him if he had been a director but shall not in
respect of his services as an alternate director be entitled to receive any
remuneration from the Company except such part (if any) of the remuneration
otherwise payable to his appointor as such appointor may by notice in writing to
the Company from time to time direct. An alternate director shall be entitled to
be indemnified by the Company to the same extent as if he were a director.
Termination of appointment
108. An alternate director shall cease to be an alternate director:
(a) if his appointor ceases to be a director; but, if a director retires by
rotation or otherwise but is re-appointed or deemed to have been
re-appointed at the meeting at which he retires, any appointment of an
alternate director made by him which was in force immediately prior to his
retirement shall continue after his re-appointment;
(b) on the happening of any event which, if he were a director, would cause him
to vacate his office as director; or
(c) if he resigns his office by notice to the Company.
Method of appointment and revocation
109. Any appointment or removal of an alternate director shall be by notice to
the Company signed by the director making or revoking the appointment and shall
take effect in accordance with the terms of the notice (subject to any approval
required by Article 104) upon receipt of such notice at the office.
Alternate not an agent of appointor
110. Save as otherwise expressly provided in these Articles, an alternate
director shall be deemed for all purposes to be a director and, accordingly,
except where the context otherwise requires, references to a director shall be
deemed to include a reference to an alternate director. An alternate director
shall alone be responsible for his own acts and defaults and he shall not be
deemed to be the agent of the director appointing him.
POWERS OF THE BOARD
Business to be managed by board
111. Subject to the provisions of the Companies Acts, the Memorandum and these
Articles and to any directions given by special resolution, the business of the
Company shall be managed by the board which may
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exercise all the powers of the Company, including 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 and a meeting of the board at
which a quorum is present may exercise all powers exercisable by the board.
DELEGATION OF POWERS OF THE BOARD
Committees of the board
112. The board may delegate any of its powers to any committee consisting of one
or more directors. The board may also delegate to any director holding any
executive office such of its powers as the board considers desirable to be
exercised by him. Any such delegation shall, in the absence of express provision
to the contrary in the terms of delegation, be deemed to include authority to
sub-delegate to one or more directors (whether or not acting as a committee) or
to any employee or agent of the Company all or any of the powers delegated and
may be made subject to such conditions as the board may specify, and may be
revoked or altered. The board may co-opt on to any such committee persons other
than directors, who may enjoy voting rights in the committee (co-opted members)
provided that the co-opted members shall not exceed in number those members who
are directors and that no resolution of any committee shall be effective unless
when it was passed the co-opted members present did not exceed in number those
members present who were directors. 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.
Local boards, etc.
113. The board may establish local or divisional boards or agencies for managing
any of the affairs of the Company, either in the United Kingdom or elsewhere,
and may appoint any persons to be members of the local or divisional boards, or
any managers or agents, and may fix their remuneration. The board may delegate
to any local or divisional board, manager or agent any of the powers,
authorities and discretions vested in or exercisable by the board (other than
their power to make calls, forfeit shares, borrow money or issue debentures,
shares or other securities), 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 upon such terms and subject to such
conditions as the board may decide and the board may remove any person so
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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.
Agents
114. The board may, by power of attorney or otherwise, appoint any person or
persons to be the agent or agents 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 authority for the
agent or agents to delegate all or any of his or their powers, authorities and
discretions, and may revoke or vary such delegation.
BORROWING POWERS
Power to borrow
115.(1) Subject as hereinafter provided, the board may exercise all the powers
of the Company to borrow money, and to mortgage or charge the whole or any part
of its undertaking, property and assets (both present and future) and uncalled
capital and (subject, to the extent applicable, to the provisions of the
Companies Acts) to issue debentures and other securities, whether outright or as
collateral security for any debt, liability or obligation of the Company or of
any third party.
(2) The board shall, in relation to the borrowings of the Company and its
subsidiaries for the time being (in this Article called the Group), restrict the
borrowings of the Company and exercise all voting and other rights or powers of
control exercisable by the Company in relation to its subsidiaries (if any) so
as to secure (as regards subsidiaries so far as by such exercise they can
secure) that the aggregate nominal or principal amount (together with any fixed
or minimum premium payable on final repayment) for the time being owing by the
Group in respect of moneys borrowed (exclusive of moneys borrowed by the Company
from and for the time being owing to any of its subsidiaries or by any such
subsidiary from and for the time being owing to the Company or another such
subsidiary of the Company) less cash deposits shall not without the previous
sanction of an ordinary resolution exceed an amount equal to the higher of (i)
five thousand million pounds; and (ii) two and a half times the adjusted total
of capital and reserves.
(3) For the purpose of this Article:
(a) the expression "the adjusted total of capital and reserves" means the
aggregate of:
(i) the amount for the time being paid up on the issued share capital of
the Company; and
Page 33
(ii) the amounts standing to the credit of the consolidated reserves of the
Group (including the balances standing to the credit of profit and
loss account and share premium account, including the Company's
appropriate share of the reserves of its associated undertakings) as
shown in the last audited consolidated balance sheet of the Group and
of the Company's equity interest in associated undertakings after
making such adjustments as in the opinion of the Auditors may be
appropriate, including adjustments to take account of any alterations
to such reserves resulting from any distributions or any issues of
share capital whether for cash or other consideration (including any
transfers to share premium account in connection therewith) or any
payments up by capitalisation from reserves of share capital
theretofore not paid up or any reductions of paid up share capital or
share premium account which may have taken place since the date of
such balance sheet, less any amounts included in the reserves and
appearing on such consolidation as being reserved or set aside for
future taxation assessable by reference to profits earned down to the
date to which such balance sheets are made up and after adding back an
appropriate proportion of the amount of goodwill arising on
acquisitions, made since 31 March 1989, of companies and businesses
remaining within the Group or associated undertakings of the Company
which, as at the date of the last such audited consolidated balance
sheet, has been written off against reserves in accordance with United
Kingdom accounting practices, the appropriate proportion of an amount
of goodwill arising on any such acquisition being such amount thereof
as would not have been amortised by such date if such goodwill were to
be amortised over forty years;
(b) the expression cash deposits means all cash deposits (otherwise than on
current account) with banks (not being the Company or any subsidiary of the
Company), certificates of deposit and securities of governments and
companies and similar instruments owned by the Company and/or any
subsidiary of the Company which are or represent amounts
Page 34
available (or which will become available) for repayment of any moneys
borrowed;
(c) the nominal or principal amount of any share capital, debentures or moneys
borrowed from any person or body, the beneficial interest in which or the
right to payment or repayment of which is not for the time being owned by
and the repayment of which is guaranteed or secured by or is the subject of
an indemnity given or assumed by the Company or any of its subsidiaries
(but in the case of a subsidiary only that proportion thereof as the equity
share capital of such subsidiary which is beneficially owned directly or
indirectly by the Company bears to the total equity share capital of such
subsidiary) shall be deemed to be moneys borrowed by the Company.
(4) For the purpose of this Article capital allotted shall be treated as issued
and any capital already called up or payable at any fixed future date shall be
treated as already paid up.
(5) Moneys borrowed for the purpose and within four months applied in repaying
other borrowed moneys falling to be taken into account shall not themselves be
taken into account until such application.
(6) For the purpose of sub-paragraph (2) above there shall be included in the
meanings of moneys borrowed and cash deposits such proportion of the money
borrowed by, or cash deposits of, a subsidiary company as the equity share
capital of such subsidiary which is beneficially owned directly or indirectly by
the Company bears to the total equity share capital of such subsidiary and the
remainder of the money borrowed by, and the cash deposits of, such subsidiary
shall be excluded.
(7) A certificate or report by the auditors for the time being of the Company as
to the amount of the adjusted total of capital and reserves or the amount of any
moneys borrowed or to the effect that the limit imposed by this Article has not
been or will not be exceeded at any particular time or times shall be conclusive
evidence of such amount or fact for the purposes of this Article.
(8) No person dealing with the Company or any of its subsidiaries shall by
reason of the foregoing provision be concerned to see or enquire whether this
limit is observed and no debt incurred or security given in excess of such limit
shall be invalid or ineffectual unless the lender or the recipient of the
security had at the time when the debt was incurred or
Page 35
security given express notice that the limit hereby imposed had been or would
thereby be exceeded.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
Disqualification of a director
116. The office of a director shall be vacated if:
(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 shall apply to the court for an interim order under
section 253 of the Insolvency Act 1986 in connection with a voluntary
arrangement under that Act; 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, in
Scotland, an application for admission under the Mental Health
(Scotland) Act 1984; 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 his office as a director is vacated
pursuant to Article 100; or
(e) he shall for more than six consecutive months have been absent without
permission of the board from meetings of the board held during that period
and his alternate director (if any) shall not during such period have
attended in his stead and the board resolves that his office be vacated;
(f) he is requested to resign in writing by all his co-directors. In
calculating the number of directors who are required to make such a request
to the director, (i) there shall be excluded any alternate director
appointed by him acting in his capacity as such; and (ii) a director and
any alternate director appointed by him and acting in
Page 36
his capacity as such shall constitute a single director for this purpose,
so that the signature of either shall be sufficient.
Power of Company to remove director
117. The Company may, in accordance with and subject to the provisions of the
Companies Acts, by ordinary resolution of which special notice has been given,
remove any director from office (notwithstanding any provision of these 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) and, by
ordinary resolution, appoint another person in place of a director so removed
from office and any person so appointed shall be treated for the purpose of
determining the time at which he or any other director is to retire by rotation
as if he had become a director on the day on which the director in whose place
he is appointed was last elected a director. In default of such appointment the
vacancy arising upon the removal of a director from office may be filled as a
casual vacancy.
REMUNERATION OF NON-EXECUTIVE DIRECTORS
Remuneration of directors
118. The ordinary remuneration of the directors who do not hold executive office
for their services (excluding amounts payable under any other provision of these
Articles) shall not exceed in aggregate 'L'250,000 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 remuneration for special services
119. The directors may grant special remuneration to any director who, being
called upon, shall perform any special or extra services to or at the request of
the Company. Such special remuneration may be made payable to such director in
addition to or in substitution for his ordinary remuneration (if any) as a
director, and may, without prejudice to the provisions of Article 118, be made
payable by a lump sum or by way of salary or commission on the dividends or
profits of the Company or of any other company in which the Company is
interested or other participation in any such profits or otherwise, or by any or
all or partly by one and partly by another or other of those modes.
DIRECTORS' EXPENSES
Directors may be paid expenses
120. The directors may be paid all travelling, hotel, and other expenses
properly incurred by them in connection with their attendance at meetings of the
board or committees of the board or general meetings or separate
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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 executive office
121. Subject to the provisions of the Companies Acts, the board may appoint one
or more of its body to be the holder of any executive office (except that of
auditor) under 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 upon such terms, including
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 by
reason thereof.
Termination of appointment to executive office
122. Any appointment of a director to an executive office shall terminate if he
ceases to be a director but without prejudice to any rights or claims which he
may have against the Company by reason of such cesser. A director appointed to
an executive office shall not ipso facto cease to be a director if his
appointment to such executive office terminates.
Emoluments to be determined by the board
123. The emoluments of any director holding executive office for his services as
such shall be determined by the board, and may be of any description, and
(without limiting the generality of the foregoing) may include 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
Directors may contract with the Company
124.1 Subject to the provisions of the Companies Acts, and provided that he has
disclosed to the board the nature and 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;
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(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.
Notification of interests
124.2 For the purposes of this Article:
(1) 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
(2) an interest of which a director has no knowledge and of which it is
unreasonable to expect him to have knowledge shall not be treated as an
interest of his.
Exercise by Company of voting rights
125. The board may exercise the voting power conferred by the shares in any body
corporate held or owned by the Company in such manner in all respects as it
thinks fit (including the exercise thereof 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).
GRATUITIES, PENSIONS AND INSURANCE
Gratuities and pensions
126.1 The board may (by establishment 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 subsidiaries 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
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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
126.2 Without prejudice to the provisions of Article 177, the board shall have
the power to purchase and maintain insurance for or for the benefit of any
persons who are or were at any time directors, officers, or employees of the
Company, or of any other company which is its holding company or in which the
Company or such holding company has any interest whether direct or indirect or
which is in any way allied to or associated with the Company, or of any
subsidiary undertaking of the Company or any such other company, or who are or
were at any time trustees of any pension fund in which employees of the Company
or any such other company or subsidiary undertaking are interested, including
(without prejudice to the generality of the foregoing) insurance against any
liability incurred by such persons in respect of any act or omission in the
actual or purported execution or discharge of their duties or in the exercise or
purported exercise of their powers or otherwise in relation to their duties,
powers or offices in relation to the Company or any such other company,
subsidiary undertaking or pension fund.
Directors not liable to account
126.3 No director or former director shall be accountable to the Company or the
members for any benefit provided pursuant to this Article and the receipt of any
such benefit shall not disqualify any person from being or becoming a director
of the Company.
Section 719 of the Act
127. Pursuant to section 719 of the Act, the board is hereby 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 subsidiaries in connection
with the cessation or the transfer of the whole or part of the undertaking of
the Company or any subsidiary. Any such provision shall be made by a resolution
of the board in accordance with the said section.
PROCEEDINGS OF DIRECTORS
Convening meetings
128. Subject to the provisions of these Articles, the board may regulate its
proceedings as it thinks fit. A director may, and the secretary at the request
of a director shall, call a meeting of the board. Notice of a board meeting
shall be deemed to be properly given to a director if it is given to him
personally or by word of mouth or sent in writing or by such other electronic or
voice-related means to him at his last known address or any other address given
by him to the Company for this purpose. It shall not be necessary to give notice
of a board meeting to any director who is for
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the time being absent from the United Kingdom. No account is to be taken of
directors absent from the United Kingdom when considering the adequacy of the
period of notice of the meeting. Questions arising at a meeting shall be decided
by a majority of votes. In the case of an equality of votes, the chairman shall
have a second or casting vote. Any director may waive notice of a meeting and
any such waiver may be retrospective.
Quorum
129. The quorum for the transaction of the business of the board may be fixed by
the board and unless so fixed at any other number shall be two. A person who
holds office only as an alternate director shall, if his appointor is not
present, be counted in the quorum. Any director who ceases to be a director at a
board meeting may continue to be present and to act as a director and be counted
in the quorum until the termination of the board meeting if no director objects.
Powers of directors if number falls below minimum
130. The continuing directors or a sole continuing director may act
notwithstanding any vacancies in their number, but, if the number of directors
is less than the number fixed as the quorum, the continuing directors or
director may act only for the purpose of filling vacancies or of calling a
general meeting. If there is no director able or willing to act, then any two
members may call a general meeting for the purpose of appointing directors.
Chairman and deputy chairman
131. The board may appoint one of their number to be the chairman, and one of
their number to be the deputy chairman, of the board and may at any time remove
either of them from such office. Unless he is unwilling to do so, the director
appointed as chairman, or in his stead the director appointed as deputy
chairman, 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 the 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.
Validity of acts of the board
132. All acts bona fide done by a meeting of the board, or of a committee of the
board, or by a person acting as a director or alternate director, shall,
notwithstanding that it be afterwards discovered that there was a defect in the
appointment of any director or any member of the committee or alternate director
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 or, as
the case may be, an alternate director and had been entitled to vote.
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Resolutions in writing
133. A resolution in writing signed by all the directors entitled to receive
notice of a meeting of the board or of a committee of the board (not being less
than the number of directors required to form a quorum 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, and for this
purpose:
(a) a resolution may consist of several documents to the same effect each
signed by one or more directors;
(b) a resolution signed by an alternate director need not also be signed by his
appointor; and
(c) a resolution signed by a director who has appointed an alternate director
need not also be signed by the alternate director in that capacity.
Meetings by telephone, etc.
134. Without prejudice to the first sentence of Article 128, a meeting of the
board or of a committee of the board may consist of a conference between
directors and (in accordance with Article 112), co-opted members who are not all
in one place, but of whom each is able (directly or by video conferencing,
telephonic or other similar communication) to speak to each of the others, and
to be heard by each of the others simultaneously. A director or co-opted member
as the case may be taking part in such a conference shall be deemed to be
present in person at the meeting and shall be entitled to vote or be counted in
a quorum accordingly. Such a meeting shall be deemed to take place where the
largest group of those participating in the conference is assembled, or, if
there is no such group, where the chairman of the meeting then is. The word
meeting in these Articles shall be construed accordingly.
Directors' power to vote on contracts in which they are interested
135.1 Except as otherwise provided by these Articles, a director shall not vote
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;
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(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
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;
(e) 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);
(f) 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
(g) 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.
Interests of connected person and alternate director
135.2 For the purpose of determining whether a proposal concerns a body
corporate in which a director is interested, there shall be disregarded any
shares held by a director as bare or custodian trustee and in which he has no
beneficial interest, any shares comprised in a trust in which the director's
interest is in reversion or remainder if and so long as some other person is
entitled to receive the income thereof, and any shares comprised in an
authorised unit trust in which the director is only interested as a unit holder.
For the purposes of this Article, an interest of a person who is, for any
purpose of the Companies Acts (excluding any statutory modification
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thereof not in force when this Article becomes binding on the Company),
connected with a director shall be treated as an interest of the director and,
in relation to an alternate director, an interest of his appointor shall be
treated as an interest of the alternate director without prejudice to any
interest which the alternate director has otherwise.
Exclusion of director from quorum
136. A director shall not be counted in the quorum present at a meeting in
relation to a resolution on which he is not entitled to vote.
Decision of chairman final and conclusive
137. If a question arises at a meeting of the board or of a committee of the
board as to the entitlement of a director to vote or be counted in a quorum, the
question may, before the conclusion of the meeting, be 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 and removal of secretary
138. Subject to the provisions of the Companies Acts, the secretary shall be
appointed by the board for such term, at such remuneration and upon such
conditions as it may think fit. The board may, in addition, and at any time and
from time to time appoint any person to be assistant or deputy secretary and
anything required or authorised to be done by or to the secretary may be done by
or to any assistant or deputy secretary so appointed and any secretary or
assistant or deputy 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 required to be kept
139. The board shall cause minutes to be made in books kept for the purpose:
(a) of all appointments of officers made by the board; and
(b) of all proceedings at meetings of the Company, of the holders of any class
of shares in the Company, of the board, and of committees of the board,
including the names of the directors present at each such meeting.
Page 44
Any such minutes, if purporting to be signed by the chairman of the meeting to
which they relate or of the meeting at which they are read, shall be sufficient
evidence without any further proof of the facts therein stated.
THE SEAL
Authority required for use of seal
140. The seal shall only be used by the authority of a resolution of the board
or of a committee of the board. The board may determine who shall sign any
instrument to which the seal is affixed and unless otherwise so determined it
shall be signed by at least one director and the secretary or by at least two
directors. Any document may be executed under the seal by impressing the seal by
mechanical means or by printing the seal or a facsimile of it by any other means
to the document.
Certificates for shares and debentures
141. The board may by resolution determine either generally or in any particular
case that any certificates for shares or debentures or representing any other
form of security may, in accordance with the Act, have the seal and signatures
affixed to them by some mechanical means, or printed thereon or that such
certificates need not bear any signature.
Official seal for use abroad
142. The Company may exercise the powers conferred by section 39 of the Act with
regard to having an official seal for use abroad.
Execution of instrument as a deed under hand
143. Where the Act so permits, any instrument signed, with the authority of a
resolution of the board or of a committee of the board, by one director and the
secretary or by two directors and expressed (in whatever form of words) to be
executed by the Company shall have the same effect as if executed under the
seal, provided that no instrument which makes it clear on its face that it is
intended by the persons making it to have effect as a deed shall be signed
without the authority of the board.
Delivery of deeds
144. A document which is executed by the Company as a deed shall not be deemed
to be delivered by the Company solely as a result of its having been executed by
the Company.
REGISTERS
Overseas and local registers
145. Subject to the provisions of the Companies Acts, the Company may keep an
overseas or local or other register in any place, and the board may make, amend
and revoke any such regulations as it may think fit respecting the keeping of
the register.
Certified copies
146. Any director or the secretary or any person appointed by the board for the
purpose shall have power to authenticate any documents affecting the
constitution of the Company and any resolutions passed by the
Page 45
Company or the holders of any class of shares of the Company or the board or any
committee of the board and any books, records, documents and accounts relating
to the business of the Company, and to certify copies thereof or extracts
therefrom as true copies or extracts. A document purporting to be a copy of a
resolution, or the minutes of or an extract from the minutes of a meeting of the
Company or the holders of any class of shares of the Company or of the board or
any committee of the board that is certified as aforesaid shall be conclusive
evidence in favour of all persons dealing with the Company upon the faith
thereof that such resolution has been duly passed or, as the case may be, that
such minutes or extract are a true and accurate record of proceedings at a duly
constituted meeting.
CHEQUES
Signature of cheques and bills
147. All cheques, promissory notes, drafts, bills of exchange, and other
negotiable or transferable instruments, and all receipts for moneys paid to the
Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as
the case may be, in such manner as the directors shall from time to time by
resolution determine.
DIVIDENDS
Declaration of dividends
148. Subject to the provisions of the Companies Acts, the 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.
Fixed and interim dividends
149. Subject to the provisions of the Companies Acts, the board may pay fixed
dividends on any class of shares carrying an entitlement to fixed dividends,
expressed to be payable on fixed dates, on the dates prescribed and, subject
thereto, 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. Provided 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
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by the lawful payment of an interim dividend on any shares having deferred or
non-preferred rights.
Apportionment of dividends
150. Except as otherwise provided by the rights attached to shares, all
dividends shall be declared and paid according to the amounts paid up on the
shares on which the dividend is paid; but no amount paid on a share in advance
of the date on which a call is payable shall be treated for the purposes of this
Article as paid on the share. All dividends shall be apportioned and paid
proportionately to the amounts paid up on the shares during any portion or
portions of the period in respect of which the dividend is paid; but, if any
share is issued on terms providing that it shall rank for dividend as from a
particular date, that share shall rank for dividend accordingly.
Dividends in specie
151. A general meeting declaring a dividend may, upon the recommendation of the
board, by ordinary resolution direct that it shall be satisfied wholly or partly
by the distribution of assets, and in particular of paid up shares or debentures
of any other body corporate. Where any difficulty arises in regard to the
distribution, the board may settle the same as it thinks fit and, in particular,
may fix the value for distribution of any assets and may determine that cash
shall be paid to any member upon the footing of the value so fixed in order to
adjust the rights of members and may vest any assets in trustees.
Scrip dividends
152. The directors may, if authorised by an ordinary resolution of the Company,
offer any holders of shares the right to elect to receive shares, credited as
fully paid, instead of cash in respect of the whole (or some part, to be
determined by the directors) of all or any dividends specified by the ordinary
resolution. The following provisions shall apply:
(a) An ordinary resolution may specify a particular dividend, or may specify
all or any dividends declared within a specified period.
(b) The entitlement of each holder of shares to new shares shall be such that
the relevant value of the entitlement (calculated by reference to the
average quotation) shall not be less than and may (with the sanction of a
special resolution of the Company) exceed the cash amount (disregarding any
tax credit) of the dividend that such holder elects to forego. For this
purpose the average quotation of a share shall be the average of the middle
market quotations for those shares on The London Stock Exchange, as derived
from the Daily Official List, on the day on which the shares are first
quoted "ex" the relevant dividend and the four subsequent dealing days, or
in such other manner as may be determined by or in accordance with the
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ordinary resolution, but shall never be less than the par value of the
share.
A certificate or report by the auditors as to the amount of the relevant
value in respect of any dividend shall be conclusive evidence of that
amount.
(c) On or as soon as practicable after announcing that any dividend is to be
declared or recommended, the directors, if they intend to offer an election
in respect of that dividend, shall also announce that intention. If, after
determining the basis of allotment, the directors decide to proceed with
the offer, they shall notify the holders of shares in writing 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
lodged in order to be effective.
(d) The directors 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 directors may exclude from any offer any holders of shares where the
directors believe the making of the offer to them would or might involve
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
additional shares shall be allotted to the holders of the elected shares on
the basis stated in (b) above. For such purpose the directors shall
appropriate out of any amount for the time being standing to the credit of
any reserve or fund (including the profit and loss account), whether or not
the same is available for distribution as the directors may determine, a
sum equal to the aggregate nominal amount of the additional shares to be
allotted and apply it in paying up in full the appropriate number of
unissued shares for allotment and distribution to the holders of the
elected shares on the basis stated in (b) above.
(g) The additional shares when allotted shall rank pari passu in all respects
with the fully paid shares of the same class then in issue
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except that they will not be entitled to participation in the relevant
dividend.
(h) No fraction of a share shall be allotted. The directors may make such
provision as they think fit for any fractional entitlements including
provision whereby, in whole or in part, the benefit thereof accrues to the
Company and/or under which fractional entitlements are accrued and/or
retained and in each case accumulated on behalf of any holder and such
accruals or retentions are applied to the allotment of fully paid shares to
such holder and/or provision whereby cash payments may be made to holders
in respect of their fractional entitlements.
(i) The directors may do all acts and things considered necessary or expedient
to give effect to the allotment and issue of any shares 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 and incidental matters and any agreement made under such
authority shall be effective and binding on all concerned.
(j) The directors may, in their discretion, amend, suspend or terminate any
offer which is in operation.
Where the Ordinary Shares constitute authorised investments for the purposes of
the Trustee Investments Act 1961, the directors shall not, in any event (unless
otherwise decided by the Company in general meeting), enable holders to forego,
under this Article, a nominal amount (being such amount as the directors may
decide) of dividend payable on each Ordinary Share in any calendar year.
Permitted deductions
153. The board may deduct from any dividend, or other moneys payable to any
member in respect of a share, any moneys presently payable by him to the Company
in respect of that share. Where a person is entitled by transmission to a share,
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 payment
154.1 Any dividend or other moneys payable in respect of a share may be paid:
(a) in cash; or
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(b) by cheque or warrant made payable to or to the order of the holder or
person entitled to payment; or
(c) by any direct debit, bank or other funds transfer system to the holder or
person entitled to payment or, if practicable, to a person designated in
writing 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).
Joint entitlement
154.2 If two or more persons are registered as joint holders 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 purposes of Article 154.1, rely in relation to the share on the
written direction, designation or agreement of any one of them.
Payment by post
154.3 A cheque or warrant may be sent 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 given under Article 163; or
(d) in any case, to such person and to such address as the person entitled to
payment may in writing direct.
Discharge to Company and risk
154.4 Payment of a cheque or warrant by the bank on which it was drawn or the
transfer of funds by the bank instructed to 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
Page 50
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 154.1.
Interest not payable
155. No dividend or other moneys payable in respect of a share shall bear
interest against the Company unless otherwise provided by the rights attached to
the share.
Forfeiture of unclaimed dividends
156. Any dividend which has remained unclaimed for twelve years from the date
when it was declared or became due for payment shall, if the board so resolves,
be forfeited and cease to remain owing by the Company. The payment by the board
of any unclaimed dividend or other moneys payable in respect of a share into a
separate account shall not constitute the Company a trustee thereof. The Company
shall be entitled to cease sending dividend warrants or cheques by post or
otherwise in respect of any dividend or other moneys payable on a share if such
instruments, sent in accordance with Article 154 above, in respect of that share
have been returned to the Company undelivered or left uncashed on at least two
consecutive occasions. The entitlement conferred on the Company by this Article
in respect of any share shall cease if the holder of that share or person
entitled thereto claims a dividend or cashes a dividend warrant or cheque.
CAPITALISATION OF PROFITS AND RESERVES
Power to capitalise
157. The board may with the authority of an ordinary resolution of the Company:
(a) subject as hereinafter provided, 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 the Company's share
premium account and capital redemption reserve, if any;
(b) on the record date specified in the relevant resolution, appropriate the
sum resolved to be capitalised to the members or any class of members who
would have been entitled to it if it were distributed by way of dividend
and in the same proportions and apply such sum on their behalf either in or
towards paying up the amounts, if any, for the time being unpaid on any
shares held by them respectively, or in paying up in full unissued shares,
debentures or other obligations of the Company of a nominal amount equal to
that sum, and allot the shares, debentures or other obligations credited as
fully paid to
Page 51
those members, or as they may direct, in those proportions, or partly in
one way and partly in the other; 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;
(c) where shares or debentures become, or would otherwise become, distributable
under this Article in fractions, make such provision by authorising the
sale and transfer to any person of fractions to which any members would
become entitled or resolve that the distribution be made as nearly as
practicable in the correct proportion but not exactly so or may ignore
fractions altogether or resolve that cash payments be made to any members
in order to adjust the rights of all parties or otherwise as (in each case)
the board determines;
(d) authorise any person to enter on behalf of all the members concerned into
an agreement with the Company providing for either:
(i) the allotment to such members respectively, credited as fully paid, of
any shares, debentures or other obligations to which they are entitled
upon such capitalisation; or
(ii) the payment up by the Company on behalf of such members (by the
application thereto of their respective proportions of the profits
resolved to be capitalised) of the amounts, or any part of the
amounts, remaining unpaid on their existing shares,
and any agreement made under such authority shall be binding on all such
members; and
(e) generally do all acts and things required to give effect to such resolution
as aforesaid.
RECORD DATES
Record dates for dividends, etc.
158. Notwithstanding any other provision of these Articles, the Company or the
board may fix any date as the record date for any dividend, distribution,
allotment or issue, and such record date 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.
Page 52
ACCOUNTS
Rights to inspect records
159. No member shall (as such) have any right of inspecting any 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.
Delivery of balance sheets and profit and loss accounts
160. A copy of every balance sheet (which shall be signed by two directors) and
profit and loss account (including any documents required by law to be annexed
thereto) which is to be laid before the Company in general meeting and of the
directors' and auditors' reports shall, at least twenty-one days previous to the
meeting, be delivered or sent by post to every member and to every debenture
holder of the Company 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, provided that
the requirements of this Article shall be deemed satisfied in relation to any
member by sending to such member, where permitted by the Companies Acts and
instead of such copies, a summary financial statement derived from the Company's
annual accounts and the report of the directors and prepared in the form and
containing the information prescribed by the Companies Acts and any regulations
made thereunder.
NOTICES
When notice required to be in writing
161.1 Any notice to be given to or by any person pursuant to these Articles
shall be in writing except that a notice calling a meeting of the board need not
be in writing.
Method of giving notice
162.1 The Company may serve or deliver any notice or other document on or to a
member either personally or by sending it by post in a prepaid envelope
addressed to the member at his registered address or by leaving it at that
address. In the case of joint holders of a share, all notices or other documents
shall be served on or delivered to the joint holder whose name stands first in
the register in respect of the joint holding and any notice or other document so
served or delivered shall be deemed for all purposes sufficient service on or
delivery to all the joint holders. A member whose registered address is not
within the United Kingdom and who gives to the Company an address within the
United Kingdom at which notices may be given to him shall be entitled to have
notices given to him at that address, but otherwise:
Page 53
(a) no such members shall be entitled to receive any notice from the Company;
and
(b) without prejudice to the generality of the foregoing, any notice of a
general meeting of the Company which is in fact given or purports to be
given to such members shall be ignored for the purpose of determining the
validity of the proceedings at such general meeting.
Any notice or other document required to be sent to or served upon the Company,
or upon any officer of the Company, may be sent or served by leaving the same or
sending it prepaid through the post addressed to the Company or to such officer
at the office.
Deemed receipt of notice
162.2 A member present, either in person or by proxy, at any meeting of the
Company or of the holders of any class of shares in the Company shall be deemed
to have received notice of the meeting and, where requisite, of the purposes for
which it was called.
Notice to persons entitled by transmission
163. A notice or other document may be served or delivered by the Company on or
to the persons entitled by transmission to a share, whether in consequence of
the death or bankruptcy of a member or otherwise by sending or delivering it, in
any manner authorised by these Articles for the service or delivery of a notice
or other document on or to a member, addressed to them by name, or by the title
of representatives of the deceased, or trustee of the bankrupt or by any like
description at the address, if any, within the United Kingdom supplied for that
purpose by the persons claiming to be so entitled. Until such an address has
been supplied, a notice or other document may be served or delivered in any
manner in which it might have been served or delivered if the death or
bankruptcy or other event giving rise to the transmission had not occurred.
Transferees etc. bound by prior notice
164. Every person who becomes entitled to a share shall be bound by any notice
in respect of that share which, before his name is entered in the register, has
been duly given 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 issued under Article 81 to a person from whom he derives his
title.
When notices by post deemed served
165. Proof that an envelope containing a notice was properly addressed, prepaid
and posted shall be conclusive evidence that the notice was given. A notice sent
by post shall be deemed to be given:
(a) if sent by first class post from an address in the United Kingdom or
another country to another address in the United Kingdom or, as the
Page 54
case may be, that other country, on the day following that on which the
envelope containing it was posted;
(b) if sent by airmail from an address in the United Kingdom to an address
outside the United Kingdom, on the day following that on which the envelope
containing it was posted; and
(c) in any other case, on the second day following that on which the envelope
containing it was posted.
Notice during disruption of postal services
166. If at any time the Company is unable effectively to convene a general
meeting by notices sent through the post in the United Kingdom as a result of
the suspension or curtailment of postal services, notice of such general meeting
may be sufficiently given by advertisement in the United Kingdom. Any notice
given by advertisement for the purpose of this Article shall be advertised on
the same date in at least two daily newspapers having a national circulation and
such notice shall be deemed to have been served on all persons who are entitled
to have notice of meetings served on them at noon on the day when the
advertisement appears. In any such case the Company shall send confirmatory
copies of the notice by post if at least seven days prior to the meeting the
posting of notices to addresses throughout the United Kingdom again becomes
practicable.
DESTRUCTION OF DOCUMENTS
Power of Company to destroy documents
167.1 The Company shall be entitled to destroy 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 thereof, and all dividend mandates or variations
or cancellations thereof and notifications of change of address at any time
after the expiration of two years from the date of recording thereof and all
share certificates which have been cancelled at any time after the expiration of
one year from the date of the cancellation thereof and all paid dividend
warrants and cheques at any time after the expiration of one year from the date
of actual payment thereof and all instruments of proxy which have been used for
the purpose of a poll at any time after the expiration of one year from the date
of such use and all instruments of proxy 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 instrument of proxy relates and at which no poll was demanded. It
shall conclusively be presumed in favour of the Company that every entry in the
register purporting to have been made on the basis of an instrument of transfer
or other document so destroyed was duly and properly made, that
Page 55
every instrument of transfer so destroyed was a valid and effective instrument
duly and properly registered, that every share certificate so destroyed was a
valid and effective certificate duly and properly cancelled and that every other
document hereinbefore mentioned so destroyed was a valid and effective document
in accordance with the recorded particulars thereof in the books or records of
the Company, provided always that:
(a) the provisions aforesaid shall apply only to the destruction of a document
in good faith and without notice of any claim (regardless of the parties
thereto) to which the document might be relevant;
(b) nothing herein contained shall be construed as imposing upon the Company
any liability in respect of the destruction of any such document earlier
than as aforesaid or in any other circumstances which would not attach to
the Company in the absence of this Article; and
(c) references herein to the destruction of any document include references to
the disposal thereof in any manner.
Early destruction
167.2 Any document referred to in this Article may be destroyed earlier than the
relevant date authorised by this Article, provided that a permanent record of
the document is made which record is not destroyed before that date.
UNTRACED SHAREHOLDERS
Power to dispose of shares of untraced shareholders
168.1 The Company shall be entitled to sell, at the best price reasonably
obtainable, the shares of a member or the shares to which a person is entitled
by virtue of transmission on death, bankruptcy, or otherwise by operation of law
if and provided that:
(a) during the period of twelve years prior to the date of the publication of
the advertisements referred to in paragraph (b) below (or, if published on
different dates, the first thereof) 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; and
(b) the Company shall as soon as practicable after expiry of the said period of
twelve years 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; and
Page 56
(c) during the said period of twelve years and the period of three months
following the publication of the said advertisements the Company shall have
received no indication either of the whereabouts or of the existence of
such member or person; and
(d) if the shares are listed on The London Stock Exchange, notice shall have
been given to the Listing Department of The London Stock Exchange of the
Company's intention to make such sale prior to the publication of
advertisements.
168.2 If during any twelve year period referred to in paragraph (a) above,
further shares have been issued in right of those held at the beginning of such
period or of any previously issued during such period and all the other
requirements of this Article (other than the requirement that they be in issue
for twelve years) have been satisfied in regard to the further shares, the
Company may also sell the further shares.
Transfer on sale
169. To give effect to any such sale, the board may:
(a) where the shares are held in certificated form, authorise any person to
execute an instrument of transfer of the shares sold to, or in accordance
with the directions of, the purchaser; 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 transfer
170.1 An instrument of transfer executed by that person in accordance with
Article 169(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 169(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
170.2 The net proceeds of sale shall belong to the Company which shall be
obliged to account to the former member or other person previously entitled as
aforesaid for an amount equal to such proceeds and shall enter the name of such
former member or other person in the books of the Company as a creditor for such
amount. No trust shall be created in respect of the debt, no interest shall be
payable in respect of the same and the Company shall not be required to account
for any money earned on the
Page 57
net proceeds, which may be employed in the business of the Company or invested
in such investments as the board from time to time thinks fit.
WINDING UP
Liquidator may distribute in specie
171. If the Company is wound up, the liquidator may, with the sanction of an
extraordinary resolution of the Company and any other sanction required by the
Insolvency Act 1986, 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. The liquidator may, with the like sanction, vest
the whole or any part of the assets in trustees upon such trusts for the benefit
of the members as he with the like sanction determines, but no member shall be
compelled to accept any assets upon which there is a liability.
Disposal of assets by liquidator
172. The power of sale of a liquidator shall include a power to sell wholly or
partially for shares or 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.
Members abroad to give address for service
173. If the Company is wound up, every member of the Company who is not for the
time being in the United Kingdom shall be bound, within fourteen days after the
passing of an effective resolution to wind up the Company voluntarily, or within
the like period after the making of an order for the winding up of the Company,
to serve notice on the Company appointing some person resident in London upon
whom all processes in relation to or under the winding up of the Company may be
served, and in default of such nomination the liquidator of the Company shall be
at liberty on behalf of such member to appoint some such person, and service
upon any such appointee shall be deemed to be a good personal service on such
member for all purposes, and where the liquidator makes any such appointment he
shall, with all convenient speed, give notice thereof to such member by
advertisement in The Times or any other leading London daily newspaper, or by a
letter sent by registered or recorded delivery post and addressed to such member
at his address as appearing in the Register, and such notice shall be deemed to
be served on the day following that on which the advertisement appears or the
letter is posted.
SHARE WARRANTS
Company may issue warrants
174. Subject to any statutory restrictions for the time being in force, the
Company, with respect to fully paid up shares, may issue warrants (hereinafter
called share warrants) stating that the bearer of the warrant is
Page 58
entitled to the shares therein specified and may provide, by coupons or
otherwise, for the payment of future dividends on the shares included in such
share warrants.
Board may determine conditions
175. The directors may determine and, from time to time, vary the conditions on
which share warrants shall be issued and, in particular, upon which a new share
warrant or coupon will be issued in place of one worn out, lost, defaced or
destroyed, upon which the bearer of the share warrant shall be entitled to
attend and vote at general meetings, and upon which a share warrant may be
surrendered, and the name of the holder entered in the register in respect of
the shares therein specified. No share warrant or coupon may be issued to
replace one that has been lost unless the directors are satisfied beyond
reasonable doubt that the original has been destroyed. Subject to such
conditions and to these Articles, the bearer of a share warrant shall be a
member to the full extent. The holder of a share warrant shall be subject to the
conditions for the time being in force, whether made before or after the issue
of such warrant. The directors may by resolution determine that signatures on
share warrants sealed by the Company may be dispensed with or affixed by means
of some method or system of mechanical signature and that signatures on share
warrants signed on behalf of the Company may be affixed by means of some method
or system of mechanical signature or shall be printed in facsimile.
Notice to warrant holders
176. Any notice required to be given by the Company to the holders of share
warrants shall be sufficiently given if given by advertisement made once in at
least one national newspaper and shall be taken as given on the day on which
such advertisement appears. A holder of a share warrant shall be entitled in
respect thereof to notice of a general meeting only by advertisements as herein
provided. A notice to be given by advertisement shall be deemed to have been
served on the day on which the advertisement appears.
INDEMNITY
Indemnity to directors, officers, etc.
177. Subject to the provisions of the Companies Acts but without prejudice to
any indemnity to which a director may otherwise be entitled, every director or
other officer or auditor of the Company shall be indemnified out of the assets
of the Company against all costs, charges, losses, expenses and liabilities
incurred by him in the execution or discharge of his duties or the exercise of
his powers or otherwise in relation thereto, including (but without limitation)
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
Page 59
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.
Page 60
ARTICLES OF ASSOCIATION
OF
REED INTERNATIONAL P.L.C.
(Adopted by special resolution on 16 April 1997, as amended by special
resolutions passed on 29 April 1998 and 15 April 1999)
CONTENTS
Clause Page
ARTICLES OF ASSOCIATION..........................................................1
PRELIMINARY......................................................................1
Table A....................................................................1
Definitions................................................................1
Construction...............................................................3
SHARE CAPITAL....................................................................4
Share Capital..............................................................4
Shares with special rights.................................................4
Uncertificated shares......................................................4
Not separate class of shares...............................................4
Exercise of Company's entitlements in respect of uncertificated share......4
Allotment..................................................................5
Redeemable shares.........................................................5
Authority to allot relevant securities under Section 80 of the Act.........5
Disapplication of pre-emption rights under Section 95 of the Act...........6
Commissions................................................................7
Trusts not recognised......................................................7
Joint holders..............................................................7
VARIATION OF RIGHTS..............................................................7
Method of varying rights...................................................7
Separate class of share....................................................8
When rights deemed to be varied............................................8
No variation of rights.....................................................8
SHARE CERTIFICATES...............................................................8
Members' rights to certificates............................................8
Replacement certificates...................................................9
LIEN.............................................................................9
Company to have lien on shares.............................................9
Enforcement of lien by sale................................................9
Giving effect to sale......................................................9
Application of proceeds....................................................10
CALLS ON SHARES..................................................................10
Power to make calls........................................................10
Time when call made......................................................10
Liability of joint holders................................................10
Interest payable..........................................................10
Deemed calls on allotment.................................................11
Differentiation on calls..................................................11
Payment of calls in advance...............................................11
Rights suspended if payment in arrears....................................11
FORFEITURE AND SURRENDER........................................................11
Notice requiring payment of call..........................................11
Forfeiture for non-compliance.............................................12
Sale of forfeited shares..................................................12
Liability following forfeiture............................................12
Surrender.................................................................13
Extinction of rights......................................................13
Evidence of forfeiture or surrender.......................................13
Power to annul forfeiture or surrender....................................13
TRANSFER OF SHARES..............................................................13
Form and execution of transfer of certificated shares.....................13
Form and execution of transfer of uncertificated shares...................13
Transfers of partly paid shares...........................................13
Invalid transfers of certificated shares..................................14
Transfers by recognised persons...........................................14
Notice of refusal to register.............................................14
Suspension of registration................................................14
No fee payable on registration............................................14
Retention of transfers....................................................14
TRANSMISSION OF SHARES..........................................................14
Transmission..............................................................14
Elections permitted/required..............................................15
Withholding of dividends..................................................15
Rights of persons entitled by transmission................................15
ALTERATION OF SHARE CAPITAL.....................................................15
Alterations by ordinary resolution........................................15
New shares subject to these Articles......................................16
Consolidation and fractions arising.......................................16
Power to reduce capital...................................................17
PURCHASE OF OWN SHARES..........................................................17
Power to purchase own shares..............................................17
II
CONVERSION OF SHARES INTO STOCK.................................................17
Power to convert into stock...............................................17
Transfer of stock.........................................................17
Rights of stockholders....................................................17
GENERAL MEETINGS................................................................18
Types of general meeting..................................................18
Class meetings............................................................18
Convening general meetings................................................18
NOTICE OF GENERAL MEETINGS......................................................18
Period of notice..........................................................18
To whom notice shall be given.............................................19
Setting of record date....................................................19
Uncontactable shareholders................................................19
Contents of notice........................................................19
General meetings at more than one place...................................20
Notice and conditions for holding....................................20
Controlling level of attendance......................................20
Place of meeting.....................................................20
Adjournment to more than one place...................................20
Accidental omission to give notice........................................20
PROCEEDINGS AT GENERAL MEETINGS.................................................21
Quorum....................................................................21
If quorum not present.....................................................21
Chairman..................................................................21
Directors entitled to speak...............................................21
Adjournments..............................................................21
Validity of proxy at adjourned meeting....................................22
Amendments to resolutions.................................................22
Methods of voting.........................................................22
Declaration of result.....................................................23
Withdrawal of demand for poll............................................23
Conduct of poll...........................................................23
Chairman's casting vote...................................................23
When poll to be taken.....................................................23
Notice of poll............................................................23
Effectiveness of special and extraordinary resolutions....................23
Resolutions in writing....................................................24
VOTES OF MEMBERS................................................................24
Right to vote.............................................................24
Setting of record time....................................................24
III
Votes of joint holders....................................................24
Member under incapacity...................................................24
Calls in arrears..........................................................24
Section 212 of the Act, restrictions if in default........................25
Copy of notice to interested persons.................................25
When restrictions cease to have effect...............................25
Board may cancel restrictions........................................25
Provisions supplementary to Article 81...............................25
Section 216 of the Act...............................................26
Errors in voting..........................................................26
Objection to voting.......................................................26
Supplementary provisions on voting........................................26
PROXIES AND CORPORATE REPRESENTATIVES...........................................26
Appointment of proxy......................................................26
Form of proxy.............................................................26
Delivery of form of proxy.................................................26
Power of members abroad to appoint attorney...............................27
Validity of form of proxy.................................................27
Corporate representatives.................................................27
Revocation of authority...................................................28
NUMBER OF DIRECTORS.............................................................28
Limits on number of directors.............................................28
APPOINTMENT AND RETIREMENT OF DIRECTORS.........................................28
Number of directors to retire.............................................28
Which directors to retire.................................................28
When director deemed to be re-appointed...................................29
Eligibility for election..................................................29
Separate resolutions on appointment.......................................29
Additional powers of the Company..........................................29
Appointment by board......................................................29
Position of retiring directors............................................30
Age limit.................................................................30
No share qualification....................................................30
ALTERNATE DIRECTORS.............................................................30
Power to appoint alternates...............................................30
Alternates entitled to receive notice.....................................30
Alternates representing more than one director............................30
Expenses and remuneration of alternates...................................31
Termination of appointment................................................31
Method of appointment and revocation......................................31
IV
Alternate not an agent of appointor.......................................31
POWERS OF THE BOARD.............................................................31
Business to be managed by board...........................................31
DELEGATION OF POWERS OF THE BOARD...............................................32
Committees of the board...................................................32
Local boards, etc.........................................................32
Agents....................................................................33
BORROWING POWERS................................................................33
Power to borrow...........................................................33
DISQUALIFICATION AND REMOVAL OF DIRECTORS.......................................36
Disqualification of a director............................................36
Power of Company to remove director.......................................37
REMUNERATION OF NON-EXECUTIVE DIRECTORS.........................................37
Remuneration of directors.................................................37
Additional remuneration for special services..............................37
DIRECTORS' EXPENSES.............................................................37
Directors may be paid expenses............................................37
EXECUTIVE DIRECTORS.............................................................38
Appointment to executive office...........................................38
Termination of appointment to executive office............................38
Emoluments to be determined by the board..................................38
DIRECTORS' INTERESTS............................................................38
Directors may contract with the Company...................................38
Notification of interests.................................................39
Exercise by Company of voting rights......................................39
GRATUITIES, PENSIONS AND INSURANCE..............................................39
Gratuities and pensions...................................................39
Insurance.................................................................40
Directors not liable to account...........................................40
Section 719 of the Act....................................................40
PROCEEDINGS OF DIRECTORS........................................................40
Convening meetings........................................................40
Quorum....................................................................41
Powers of directors if number falls below minimum.........................41
Chairman and deputy chairman..............................................41
V
Validity of acts of the board.............................................41
Resolutions in writing....................................................42
Meetings by telephone, etc................................................42
Directors' power to vote on contracts in which they are interested........42
Interests of connected person and alternate director......................43
Exclusion of director from quorum.........................................44
Decision of chairman final and conclusive.................................44
SECRETARY.......................................................................44
Appointment and removal of secretary......................................44
MINUTES.........................................................................44
Minutes required to be kept...............................................44
THE SEAL........................................................................45
Authority required for use of seal........................................45
Certificates for shares and debentures....................................45
Official seal for use abroad..............................................45
Execution of instrument as a deed under hand..............................45
Delivery of deeds.........................................................45
REGISTERS.......................................................................45
Overseas and local registers..............................................45
Certified copies..........................................................45
CHEQUES.........................................................................46
Signature of cheques and bills............................................46
DIVIDENDS.......................................................................46
Declaration of dividends..................................................46
Fixed and interim dividends...............................................46
Apportionment of dividends................................................47
Dividends in specie.......................................................47
Scrip dividends...........................................................47
Permitted deductions......................................................49
Procedure for payment.....................................................49
Joint entitlement.........................................................50
Payment by post...........................................................50
Discharge to Company and risk.............................................50
Interest not payable......................................................51
Forfeiture of unclaimed dividends.........................................51
CAPITALISATION OF PROFITS AND RESERVES..........................................51
Power to capitalise.......................................................51
VI
RECORD DATES....................................................................52
Record dates for dividends, etc...........................................52
ACCOUNTS........................................................................53
Rights to inspect records.................................................53
Delivery of balance sheets and profit and loss accounts...................53
NOTICES.........................................................................53
When notice required to be in writing.....................................53
Method of giving notice...................................................53
Deemed receipt of notice..................................................54
Notice to persons entitled by transmission................................54
Transferees etc. bound by prior notice....................................54
When notices by post deemed served........................................54
Notice during disruption of postal services...............................55
DESTRUCTION OF DOCUMENTS........................................................55
Power of Company to destroy documents.....................................55
Early destruction.........................................................56
UNTRACED SHAREHOLDERS...........................................................56
Power to dispose of shares of untraced shareholders.......................56
Transfer on sale..........................................................57
Effectiveness of transfer.................................................57
Proceeds of sale..........................................................57
WINDING UP......................................................................58
Liquidator may distribute in specie.......................................58
Disposal of assets by liquidator..........................................58
Members abroad to give address for service................................58
SHARE WARRANTS..................................................................58
Company may issue warrants................................................58
Board may determine conditions............................................59
Notice to warrant holders.................................................59
INDEMNITY.......................................................................59
Indemnity to directors, officers, etc.....................................59
VII
INDEX
ACCOUNTS.........................................................................48
Rights to inspect records...................................................48
Delivery of balance sheets and profit and loss accounts.....................49
ALTERATION OF SHARE CAPITAL......................................................14
Alterations by ordinary resolution..........................................14
New shares subject to these Articles........................................15
Consolidation and fractions arising.........................................15
Power to reduce capital.....................................................15
ALTERNATE DIRECTORS..............................................................28
Power to appoint alternates.................................................28
Alternates entitled to receive notice.......................................28
Alternates representing more than one director..............................28
Expenses and remuneration of alternates.....................................28
Termination of appointment..................................................28
Method of appointment and revocation........................................29
Alternate not an agent of appointor.........................................29
APPOINTMENT AND RETIREMENT OF DIRECTORS..........................................26
Number of directors to retire...............................................26
Which directors to retire...................................................26
When director deemed to be re-appointed.....................................26
Eligibility for election....................................................27
Separate resolutions on appointment.........................................27
Additional powers of the Company............................................27
Appointment by board........................................................27
Position of retiring directors..............................................27
Age limit...................................................................27
No share qualification......................................................28
BOARD MEETING..................................see `Proceedings of Directors' below
BORROWING POWERS.................................................................30
Power to borrow.............................................................30
CALLS ON SHARES...................................................................9
Power to make calls..........................................................9
Time when call made.........................................................10
Liability of joint holders..................................................10
Interest payable............................................................10
Deemed calls on allotment...................................................10
Differentiation on calls....................................................10
Payment of calls in advance.................................................10
Rights suspended if payment in arrears......................................10
CAPITALISATION OF PROFITS AND RESERVES...........................................47
Power to capitalise.........................................................47
CHEQUES..........................................................................42
Signature of cheques and bills..............................................42
CONVERSION OF SHARES INTO STOCK..................................................16
Power to convert into stock.................................................16
Transfer of stock...........................................................16
Rights of stockholders......................................................16
DEFINITIONS.......................................................................1
DELEGATION OF POWERS OF THE BOARD................................................29
Committees of the board.....................................................29
Local boards, etc...........................................................30
Agents......................................................................30
DESTRUCTION OF DOCUMENTS.........................................................51
Power of Company to destroy documents.......................................51
Early destruction...........................................................52
DIRECTORS' EXPENSES..............................................................35
Directors may be paid expenses..............................................35
DIRECTORS' INTERESTS.............................................................35
Directors may contract with the Company.....................................35
Notification of interests...................................................36
Exercise by Company of voting rights........................................36
DISQUALIFICATION AND REMOVAL OF DIRECTORS........................................33
Disqualification of a director..............................................33
Power of Company to remove director.........................................34
DIVIDENDS........................................................................43
Declaration of dividends....................................................43
Fixed and interim dividends.................................................43
Apportionment of dividends..................................................43
Dividends in specie.........................................................43
Scrip dividends.............................................................43
Permitted deductions........................................................45
Procedure for payment.......................................................46
II
Joint entitlement...........................................................46
Payment by post.............................................................46
Discharge to Company and risk...............................................46
Interest not payable........................................................47
Forfeiture of unclaimed dividends...........................................47
EXECUTIVE DIRECTORS..............................................................35
Appointment to executive office.............................................35
Termination of appointment to executive office..............................35
Emoluments to be determined by the board....................................35
FORFEITURE AND SURRENDER.........................................................11
Notice requiring payment of call............................................11
Forfeiture for non-compliance...............................................11
Sale of forfeited shares....................................................11
Liability following forfeiture..............................................11
Surrender...................................................................12
Extinction of rights........................................................12
Evidence of forfeiture or surrender.........................................12
Power to annul forfeiture or surrender......................................12
GENERAL MEETINGS.................................................................16
Types of general meeting....................................................16
Class meetings..............................................................16
Convening general meetings..................................................17
Notice of general meeting................................................below
Proceedings at general meetings..........................................below
GRATUITIES, PENSIONS AND INSURANCE...............................................36
Gratuities and pensions.....................................................36
Insurance...................................................................37
Directors not liable to account.............................................37
Section 719 of the Act......................................................37
INDEMNITY........................................................................55
Indemnity to directors, officers, etc.......................................55
LIEN..............................................................................8
Company to have lien on shares...............................................8
Enforcement of lien by sale..................................................9
Giving effect to sale........................................................9
Application of proceeds......................................................9
MINUTES..........................................................................41
Minutes required to be kept.................................................41
III
NOTICE OF GENERAL MEETINGS.......................................................17
Period of notice............................................................17
To whom notice shall be given...............................................17
Setting of record date......................................................17
Uncontactable shareholders..................................................17
Contents of notice..........................................................18
General meetings at more than one place.....................................18
Notice and conditions for holding.......................................18
Controlling level of attendance.........................................18
Place of meeting........................................................19
Adjournment to more than one place......................................19
Accidental omission to give notice..........................................19
NOTICES..........................................................................49
When notice required to be in writing.......................................49
Method of giving notice.....................................................49
Deemed receipt of notice....................................................50
Notice to persons entitled by transmission..................................50
Transferees etc. bound by prior notice......................................50
When notices by post deemed served..........................................50
Notice during disruption of postal services.................................50
NUMBER OF DIRECTORS..............................................................26
Limits on number of directors...............................................26
POWERS OF THE BOARD..............................................................29
Business to be managed by board.............................................29
PRELIMINARY.......................................................................1
Table A......................................................................1
Definitions..................................................................1
Construction.................................................................3
PROCEEDINGS AT GENERAL MEETINGS..................................................19
Quorum......................................................................19
If quorum not present.......................................................19
Chairman....................................................................19
Directors entitled to speak.................................................20
Adjournments................................................................20
Validity of proxy at adjourned meeting......................................20
Amendments to resolutions...................................................20
Methods of voting...........................................................20
Declaration of result.......................................................21
Withdrawal of demand for poll...............................................21
IV
Conduct of poll.............................................................21
Chairman's casting vote.....................................................21
When poll to be taken.......................................................21
Notice of poll..............................................................21
Effectiveness of special and extraordinary resolutions......................22
Resolutions in writing......................................................22
PROCEEDINGS OF DIRECTORS.........................................................37
Convening meetings..........................................................37
Quorum......................................................................38
Powers of directors if number falls below minimum...........................38
Chairman and deputy chairman................................................38
Validity of acts of the board...............................................38
Resolutions in writing......................................................38
Meetings by telephone, etc..................................................39
Directors' power to vote on contracts in which they are interested..........39
Interests of connected person and alternate director........................40
Exclusion of director from quorum...........................................40
Decision of chairman final and conclusive...................................40
PROXIES AND CORPORATE REPRESENTATIVES............................................24
Appointment of proxy........................................................24
Form of proxy...............................................................24
Delivery of form of proxy...................................................24
Power of members abroad to appoint attorney.................................25
Validity of form of proxy...................................................25
Corporate representatives...................................................25
Revocation of authority.....................................................26
PURCHASE OF OWN SHARES...........................................................15
Power to purchase own shares................................................15
RECORD DATES.....................................................................48
Record dates for dividends, etc.............................................48
REGISTERS........................................................................42
Overseas and local registers................................................42
Certified copies............................................................42
REMUNERATION OF NON-EXECUTIVE DIRECTORS..........................................34
Remuneration of directors...................................................34
Additional remuneration for special services................................34
SEAL.............................................................................41
Authority required for use of seal..........................................41
V
Certificates for shares and debentures......................................41
Official seal for use abroad................................................42
Execution of instrument as a deed under hand................................42
Delivery of deeds...........................................................42
SECRETARY........................................................................41
Appointment and removal of secretary........................................41
SHARE CAPITAL.....................................................................4
Share Capital................................................................4
Shares with special rights...................................................4
Uncertificated shares........................................................4
Not separate class of shares.................................................4
Exercise of Company's entitlements in respect of uncertificated share........4
Allotment....................................................................5
Redeemable shares............................................................5
Authority to allot relevant securities under Section 80 of the Act...........5
Disapplication of pre-emption rights under Section 95 of the Act.............5
Commissions..................................................................6
Trusts not recognised........................................................7
Joint holders................................................................7
Variation of rights..................................................see below
Votes of members.....................................................see below
SHARE CERTIFICATES................................................................8
Members' rights to certificates..............................................8
Replacement certificates.....................................................8
SHARE WARRANTS...................................................................54
Company may issue warrants..................................................54
Board may determine conditions..............................................54
Notice to warrant holders...................................................54
TRANSFER OF SHARES...............................................................12
Form and execution of transfer of certificated shares.......................12
Form and execution of transfer of uncertificated shares.....................12
Transfers of partly paid shares.............................................12
Invalid transfers of certificated shares....................................13
Transfers by recognised persons.............................................13
Notice of refusal to register...............................................13
Suspension of registration..................................................13
No fee payable on registration..............................................13
Retention of transfers......................................................13
TRANSMISSION OF SHARES...........................................................13
VI
Transmission................................................................13
Elections permitted/required................................................13
Withholding of dividends....................................................14
Rights of persons entitled by transmission..................................14
UNTRACED SHAREHOLDERS............................................................52
Power to dispose of shares of untraced shareholders.........................52
Transfer on sale............................................................52
Effectiveness of transfer...................................................53
Proceeds of sale............................................................53
VARIATION OF RIGHTS...............................................................7
Method of varying rights.....................................................7
Separate class of share......................................................7
When rights deemed to be varied..............................................7
No variation of rights.......................................................8
VOTES OF MEMBERS.................................................................22
Right to vote...............................................................22
Setting of record time......................................................22
Votes of joint holders......................................................22
Member under incapacity.....................................................22
Calls in arrears............................................................23
Section 212 of the Act, restrictions if in default..........................23
Copy of notice to interested persons....................................23
When restrictions cease to have effect..................................23
Board may cancel restrictions...........................................23
Provisions supplementary to Article 81..................................23
Section 216 of the Act..................................................24
Errors in voting............................................................24
Objection to voting.........................................................24
Supplementary provisions on voting..........................................24
WINDING UP.......................................................................53
Liquidator may distribute in specie.........................................53
Disposal of assets by liquidator............................................53
Members abroad to give address for service..................................53
VII