EXHIBIT 3.4
THE COMPANIES ACT 1985
PRIVATE COMPANY LIMITED BY SHARES
AMENDED
ARTICLES OF ASSOCIATION OF
MSX INTERNATIONAL LIMITED
PRELIMINARY
1. (a) The Regulations contained in Table A in the Schedule to the Companies
(Tables A to F) Regulations 1985 as amended by the Companies (Tables A to F)
(Amendment) Regulations 1985 (such Table being hereinafter called "Table A")
shall apply to the Company save in so far as they are excluded or varied hereby
and such Regulations (save as so excluded or varied) and the Articles
hereinafter contained shall be the regulations of the Company.
(b) In these Articles the expression "the Act" means the Companies Act
1985, but so that any reference in these Articles to any provision of the Act
shall be deemed to include a reference to any statutory modification or
re-enactment of that provision for the time being in force.
ALLOTMENT OF SHARES
2. (a) Shares which are comprised in the authorised share capital with which the
Company is incorporated shall be under the control of the Directors who may
(subject to Section 80 of the Act and to paragraph (d) below) allot, grant
options over or otherwise dispose of the same, to such persons, on such terms
and in such manner as they think fit.
(b) All shares which are not comprised in the authorised share capital with
which the Company is incorporated and which the Directors propose to issue shall
first be offered to the Members in proportion as nearly as may be to the number
of the existing shares held by them respectively unless the Company in General
Meeting shall by Special Resolution otherwise direct. The offer shall be made by
notice specifying the number of shares offered, and limiting a period (not being
less than fourteen days) within which the offer, if not accepted, will be deemed
to be declined. After the expiration of that period, those shares so deemed to
be declined shall be offered in the proportion aforesaid to the persons who
have, within the said period, accepted all the shares offered to them; such
further offer shall be made in like terms
in the same manner and limited by a like period as the original offer. Any
shares not accepted pursuant to such offer or further offer as aforesaid or not
capable of being offered as aforesaid except by way of fractions and any shares
released from the provisions of this Article by any such special Resolution as
aforesaid shall be under the control of the Directors, who may allot, grant
options over or otherwise dispose of the same to such persons, on such terms,
and in such manner as they think fit, provided that, in the case of shares not
accepted as aforesaid, such shares shall not be disposed of on terms which are
more favourable to the subscribers therefor than the terms on which they were
offered to the Members. The foregoing of this paragraph (b) shall have effect
subject to Section 80 of the Act.
(c) In accordance with Section 91(l) of the Act, Sections 89(l) and 90(1) to
(6) (inclusive) of the Act shall not apply to the Company.
(d) The Directors are generally and unconditionally authorised for purposes
of Section 80 of the Act, to exercise any power of the Company to allot and
grant rights to subscribe for or convert securities into shares of the Company
up to the amount of the authorised share capital with which the Company is
incorporated at any time or times during the period of five years from the date
of incorporation and the Directors may, after that period, allot any shares or
grant any such rights under this authority in pursuance of an offer or agreement
so to do made by the Company within that period. The authority hereby given may
at any time (subject to the said Section 80) be renewed, revoked or varied by
Ordinary Resolution of the Company in General Meeting.
SHARES
3. The lien conferred by Clause 8 in Table A shall attach also to fully paid-up
shares, and the Company shall also have a first and paramount lien on all
shares, whether fully paid or not, standing registered in the name of any person
indebted or under liability to the Company, whether he shall be the sole
registered holder thereof or shall be one of two or more joint holders, for all
moneys presently payable by him or his estate to the Company. Clause 8 in Table
A shall be modified accordingly.
4. The liability of any Member in default in respect of a call shall be
increased by the addition at the end of the first sentence of Clause 18 in Table
A of the words "and all expenses that may have been incurred by the Company by
reason of such non-payment".
GENERAL MEETINGS AND RESOLUTIONS
5. (a) A notice convening a General Meeting shall be required to specify the
general nature of the business to be transacted only in the case of special
business and Clause 38 in Table A shall be modified accordingly.
All business shall be deemed special that is transacted at an Extraordinary
General Meeting, and also all that is transacted at an Annual General Meeting,
with the exception of declaring a dividend, the consideration of the accounts
balance sheets, and the reports of the Directors and Auditors, and the
appointment of, and the fixing of the remuneration of the Auditors.
(b) Every notice convening a General Meeting shall comply with the
provisions of Section 372(3) of the Act as to giving information to Members
in regard to their right to appoint proxies; and notices of and other
communications relating to any General Meeting which any Member is entitled to
receive shall be sent to the Directors and to the Auditors for the time being of
the Company.
6. (a) Clause 40 in Table A shall be read and construed as if the words "at the
time when the Meeting proceeds to business" were added at the end of the first
sentence.
(b) If a quorum is not present within half an hour from the time appointed
for a General Meeting the General Meeting shall stand adjourned to the same day
in the next week at the same time and place or to such other day and at such
other time and place as the Directors may determine; and if at the adjourned
General Meeting a quorum is not present within half an hour from the time
appointed therefor such adjourned General Meeting shall be dissolved.
(c) Clause 41 in Table A shall not apply to the Company.
APPOINTMENT OF DIRECTORS
7. (a) Clause 64 in Table A shall not apply to the Company.
(b) The maximum number and minimum number respectively of the Directors may
be determined from time to time by Ordinary Resolution in General Meeting of the
Company. Subject to and in default of any such determination there shall be no
maximum number of Directors and the minimum number of Directors shall be one.
Whensoever the minimum number of Directors shall be one, a sole Director shall
have authority to exercise all the powers and discretions by Table A and by
these Articles expressed to be vested in the Directors generally, and Clause 89
in Table A shall be modified accordingly.
(c) The Directors shall not be required to retire by rotation and Clauses 73
to 80 (inclusive) in Table A shall not apply to the Company.
(d) No person shall be appointed a Director at any General Meeting unless
either:
(i) he is recommended by the Directors; or
(ii) not less than fourteen nor more than thirty-five clear days before
the date appointed for the General Meeting, notice executed by a Member
qualified to vote at the General Meeting has been given to the Company of
the intention to propose that person for appointment, together with notice
executed by that person of his willingness to be appointed.
(e) Subject to paragraph (d) above, the Company may be Ordinary Resolution
in General Meeting appoint any person who is willing to act to be a Director,
either to fill a vacancy or as an additional Director.
(f) The Directors may appoint a person who is willing to act to be a
Director, either to fill a vacancy or as an additional Director, provided that
the appointment does not cause the number of Directors to exceed any number
determined in accordance with paragraph (b) above as the maximum number of
Directors and for the time being in force.
BORROWING POWERS
8. The Directors may exercise all the powers of the Company to borrow money
without limit as to amount and upon such terms and in such manner as they think
fit, and subject (in the case of any security convertible into shares) to
Section 80 of the Act to grant any mortgage, charge or standard security over
its undertaking, property and uncalled capital, or any part thereof, and to
issue debentures, debenture stock, and other securities whether outright or as
security for any debt, liability or obligation of the Company or of any third
party.
ALTERNATE DIRECTORS
9. (a) An alternate Director shall not be entitled as such to receive any
remuneration from the Company, save that he may be paid by the Company such part
(if any) of the remuneration otherwise payable to his appointor as such
appointor may by notice in writing to the Company from time to time direct, and
the first sentence of Clause 66 in Table A shall be modified accordingly.
(b) A Director, or any such other person as is mentioned in Clause 65 in
Table A, may act as an alternate Director to represent more than one Director,
and an alternate Director shall be entitled at any meeting of the Directors or
of any committee of the Directors to one vote for every Director whom he
represents in addition to his own vote (if any) as a Director, but he shall
count as only one for the purpose of determining whether a quorum is present.
DISQUALIFICATION OF DIRECTORS
10. The office of a Director shall be vacated if he becomes incapable by reason
of illness or injury of managing and administering his property and affairs, and
Clause 81 in Table A shall be modified accordingly.
10.A. In addition to the power of removal provided by Section 303 of the Act,
the Company may at any time by special resolution remove any director from
office.
11. (a) The Directors may exercise the powers of the Company conferred by Clause
3(t) of the Memorandum of Association of the Company and shall be entitled to
retain any benefits received by them or any of them by reason of the exercise of
any such powers.
(b) Clause 87 in Table A shall not apply to the Company.
PROCEEDINGS OF DIRECTORS
12. (a) A Director may vote, at any meeting of the Directors or of any committee
of the Directors, on any resolution, notwithstanding that it in any way concerns
or relates to a matter in which he has, directly or indirectly, any kind of
interest whatsoever, and if he shall vote on any such resolution as aforesaid
his vote shall be counted; and in relation to any such resolution as aforesaid
he shall (whether or not he shall vote on the same) be taken into account in
calculating the quorum present at the meeting.
(b) Clauses 94 to 97 (inclusive) in Table A shall not apply to the
Company.
INDEMNITY
13. (a) Every Director or other officer of the Company shall be indemnified out
of the assets of the Company against all losses or liabilities which he may
sustain or incur in or about the execution of the duties of his office or
otherwise in relation thereto, including any liability incurred by him in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favour or in which he is acquitted or in connection with any application
under Section 144 or Section 727 of the Act in which relief is granted to him
by the Court, and no Director or other officer shall be liable for any loss,
damage or misfortune which may happen to or be incurred by the Company in the
execution of the duties of his office or in relation thereto. But this Article
shall only have effect in so far as its provisions are not avoided by Section
310 of the Act.
(b) Clause 118 in Table A shall not apply to the Company.
TRANSFER OF SHARES
14. The Directors may, in their absolute discretion and without assigning any
reason therefor, decline to register the transfer of a share, whether or not it
is a fully paid share, and the first sentence of Clause 24 in Table A shall not
apply to the Company.
15. The Company may purchase its own shares including any redeemable shares.
No. 1949542
THE COMPANIES ACT 1985
SPECIAL RESOLUTION
of
CANEWDON CONSULTANTS GROUP LIMITED
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PASSED ON 24th JULY 1986
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AT AN EXTRAORDINARY GENERAL MEETING of the above named company duly convened and
held at The Maltings, Locks Hill, South Street, Rochford, Essex SS4 1BB on 24th
July 1986 the following resolution was duly passed as a special resolution:
RESOLUTION
That:
(1) 10,500 of the existing unissued ordinary shares of 1 pound sterling each of
the company be converted into 10,500 convertible
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cumulative redeemable preference shares of 1 pound sterling each ("the
preference shares") with and subject to the following rights and restrictions:
(A) Dividends:
The right to receive, in priority to all other shares in the
company, out of the profits available for distribution in
respect of any financial year or other accounting period of
the company, a cumulative preferential dividend at the rate of
9 per cent per annum on the capital for the time being paid up
thereon (including any premium), such dividend to be payable
half yearly in arrears on 30th June and 31st December in each
year, the first of such payments to be made on 31st December
1986.
(B) Capital:
On a return of assets in liquidation or otherwise, the right
in priority to all other shares in the company, to a return of
the full amount of the capital paid up thereon (including any
premium) together with all arrears of the said dividend to be
calculated down to the date of repayment of capital whether or
not such dividend has been declared or earned.
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(C) CONVERSION:
(i) Holders of the preference shares will be entitled to
convert all or any of their preference shares into
fully paid ordinary shares of 1 pound sterling each
in the company ("ordinary shares") at the rate of one
ordinary share for each preference share on the terms
set out below.
(ii) The right to convert will be exercisable at any time
by holders giving to the company at its registered
office notice in writing requesting conversion and
stating the number of preference shares to be
converted (a "conversion notice"), together with such
other evidence as the board of directors of the
company ("the board") may reasonably require to
prove the title of the person exercising the right to
convert. A conversion notice may be withdrawn by
notice in writing to that effect given to the company
at its registered office at any time before
conversion takes place.
(iii) Conversion will take place within 28 days from the
date of the conversion notice and will be made in
such manner as the board may from time to time
lawfully determine, and in particular may be
effected by redemption of the preference shares at
the full amount of capital paid up
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thereon (including any premium) and the application
of the proceeds of redemption by way of subscription
for fully paid ordinary shares.
(iv) For the purposes of redemption of any of the
preference shares out of the profits of the company
otherwise available for that purpose, the board may
appoint some person to act on behalf of the holder of
the preference shares concerned to take all such
steps as may in the opinion of the board be necessary
or desirable to effect such redemption.
(v) The ordinary shares issued on conversion will rank in
all respects equally with the ordinary shares then in
issue and in particular will entitle the holder to
all dividends and (except to the extent that
adjustments have been made under sub-paragraph (vi)
below) other distributions on the ordinary shares in
respect of the financial year of the company in which
conversion takes place, and the dividend on the
preference shares concerned will continue to accrue
up to the date of conversion and will be payable
within 14 days after conversion has taken place.
(vi) If the company makes any issue by way of
capitalisation of profits or reserves (including
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any share premium account and capital redemption
reserve fund) to ordinary shareholders on the
register on a date when there remain outstanding any
preference shares, such issue will be made only to
the holders of the ordinary shares and the nominal
amount of the ordinary shares to be issued on any
subsequent conversion of preference shares will be
increased rateably. Notice of any such capitalisation
issue showing the rate of conversion applicable as a
result will be sent to holders of the preference
shares within 28 days of such issue.
(vii) Within 14 days after conversion has taken place, the
company will forward to the holders of the preference
shares concerned fully paid certificates for the
ordinary shares and new certificates for any
unconverted balance of their preference shares.
(viii) The company will at all times maintain sufficient
unissued ordinary shares in order to implement
conversion in full of all the preference shares.
(D) REDEMPTION:
(i) The company will redeem at the full amount of capital
paid up thereon (including any premium)
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together with all arrears or accruals of dividend to
be calculated down to the date on which redemption
takes place, such of the preference shares for the
time being outstanding at any time upon a holder of
the preference shares giving to the company at its
registered office not less than 6 months notice in
writing to that effect stating the numbers of
preference shares to be redeemed and the required
dates of redemption (a "redemption notice"). The
company may not be required to redeem more than 5250
of the preference shares in any period of 6 months
and for this purpose redemption notices will be taken
in order of service on the company and the dates of
redemption will be adjusted as necessary. A
redemption notice may be withdrawn by notice in
writing to that effect given to the company at its
registered office at any time before redemption takes
place.
(ii) Redemption will take place at the registered office
of the company, where the certificates for preference
shares will be presented for redemption and
cancellation. The company will against delivery of
such certificates pay to the holders the amount due
on redemption and will within 14 days after
redemption has taken place forward to the holders of
the preference shares concerned new certificates for
any unredeemed
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balance of their preference shares.
(iii) The dividend on any preference shares in respect of
which a redemption notice has been given will
continue to accrue up to the date on which repayment
in full is tendered, and will be payable at the same
time as the repayment.
(E) Voting:
Holders of the preference shares will be entitled to receive
notice of all general meetings but not to attend or vote at any
general meeting unless at the date of the meeting:
(a) the said dividend is in arrear;
(b) the company has failed to redeem any of the
preference shares on the due date; or
(c) the company has failed to convert any of the
preference shares into ordinary shares on the due
date.
in which event the holder of each preference share will have fourteen votes for
each preference share of which he is the holder.
(2) The articles of association of the company be amended by the insertion
of the following new article as article :
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"The company may purchase its own shares including any redeemable
shares."
(3) The board be generally and unconditionally authorised to exercise all the
powers of the company to allot up to 10,500 preference shares and 498 ordinary
shares within the period of six months from the date on which this resolution is
passed as if section 89 of the Companies Act 1985 and article 2 (b) of the
articles of association of the company did not apply to the allotment, and to
allot up to 10,500 ordinary shares in total within the period of five years from
such date and thereafter for the purpose of implementing the right to convert
attached to the preference shares issued under the authority of this resolution
in pursuance of any offer or agreement made by the company.
/s/ Russell Bay
Russell Bay
Secretary
8
NO. 1949542
THE COMPANIES ACTS 1985 TO 1989
ORDINARY RESOLUTION
OF
MSX INTERNATIONAL LIMITED
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PASSED ON 30 DECEMBER 1998
-------------------------------
BY A WRITTEN RESOLUTION of the company pursuant to Regulation 53 of Table A in
the Schedule to the Companies (Tables A to F) Regulation 1985 (as amended)
incorporated by Article l(a) of its Articles of Association dated 29 December
1998, the following Resolution was duly passed as an Ordinary Resolution.
RESOLUTION
That the capital of the company be increased to 8,897,500 pounds sterling by the
creation of an additional 7,897,500 ordinary shares of l pound sterling each,
and that the directors be generally and unconditionally authorised to exercise
all the powers of the company to issue all the 8,830,000 unissued ordinary
shares of the company within the period of six months from the date of this
resolution as if Section 89(l) of the Companies Act 1985 did not apply to the
allotment.
John Bignall
Director