CONFORMED COPY
COMPANIES (JERSEY) LAW 1991
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
- OF -
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
1. The name of the company is Gracechurch Receivables Trustee Limited (the
"Company").
2. The share capital of the Company is L2.00 divided into two shares of
L1.00 each.
3. The liability of each member is limited.
4. The Company shall exist until dissolved by special resolution or
otherwise according to law.
5. The Company is established for the sole purpose of participating in a
securitisation programme (the "Programme") relating to certain
receivables originated or to be originated by "Barclaycard", a business
unit of Barclays Bank PLC, in particular:
(1) to enter into and perform:
(a) a Receivables Securitisation Agreement expected to be made
between the Company and Barclays Bank PLC;
(b) a Declaration of Trust and Trust Cash Management Agreement
expected to be made between the Company and Barclays Bank
PLC;
(c) a Series 99-1 Supplement to the Declaration of Trust and
Trust Cash Management Agreement expected to be made between
the Company, Barclays Bank PLC and Barclaycard Funding PLC;
(d) further supplements to the Declaration of Trust and Trust
Cash Management Agreement expected to be entered into by,
inter alia, the Company and Barclays Bank PLC from time to
time;
(e) all other agreements and documents relating thereto;
(2) to enter into and perform all agreements, and to take all steps,
required:
(a) to amend, vary, replace or supplement the documents
specified above from time to time in order to give effect
to changes within the Programme; and
(b) to ensure the due administration of the Company under the
laws of Jersey; and
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(3) to do all things as may be deemed incidental or conducive to the
attainment of the above in connection with the Programme.
2
We the limited liability companies whose names and addresses are set out
below and whose common seals are hereunto affixed are desirous of being
formed into a limited liability company 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 and addresses of Shares Common seals
subscribers taken
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Premier Circle Limited One The common seal of
Normandy House Premier Circle Limited
Grenville Street was hereunto affixed in the
St. Helier presence of:
Jersey
Channel Islands. Alan Dart Director
Garry Toy/ Michael Robinson Secretary
Second Circle Limited One The common seal of
Normandy House Second Circle Limited
Grenville Street was hereunto affixed in the
St. Helier presence of:
Jersey
Channel Islands. Alan Dart Director
Garry Toy/ Michael Robinson Secretary
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Witness to all the above signatures:
Signature: L.J. Monticelli
Full name: Lucinda Jane Monticelli
Normandy House
Grenville Street
St. Helier
Jersey
Channel Islands.
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INDEX
Article Page
1. Interpretation 1
1. Share Capital 2
1. Modification of Rights 2-3
1. Shares 3
1. Lien 3-4
1. Calls on Shares 4-5
1. Transfer and Transmission of Shares 5-6
1. Forfeiture of Shares 6-7
1. General Meetings 7
1. Proceedings at General Meetings 8-9
1. Votes of Members 9
1. Corporations Acting by Representatives at Meetings 10
1. Appointment of Directors 10-11
1. Resignation Disqualification and Removal of Directors 11
1. Alternate Directors 11
1. Executive Directors 11-12
1. Powers of Directors 12
1. Proceedings of Directors 12-14
1. Directors' Conflicts of Interes 14-15
1. Seal 15
1. Secretary 15
1. Dividends and Reserve 15-16
1. Capitalisation of Reserves etc. 16-17
1. Accounts 17
1. Notices 18
1. Winding up 18-19
1. Indemnity 19
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CONFORMED COPY
COMPANIES (JERSEY) LAW 1991
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
-- OF --
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
1. INTERPRETATION
(1) The Standard Table shall be excluded from application in its
entirety to the Company and the following provisions shall
constitute the articles of the Company in place of the Standard
Table.
(2) In these articles unless the context otherwise requires:
"debenture" includes debenture stock;
"Directors" means the directors for the time being of the
Company;
"Interpretation Law" means the Interpretation (Jersey) Law
1954 and any statutory modification or re-enactment thereof
for the time being in force;
"Law" means the Companies (Jersey) Law 1991 and any
statutory modification or re-enactment thereof for the time
being in force;
"month" means calendar month;
"office" means the registered office of the Company situate
in the Island of Jersey;
"ordinary resolution" means a resolution passed by a
majority of the members present in person or by proxy and
voting at a general meeting;
"paid up" includes credited as paid up;
"Register" means the register of members required to be
kept by Article 41 of the Law;
"Seal" means the common seal of the Company;
"Secretary" means and includes any person appointed to
perform the duties of secretary to the Company and includes
an assistant or deputy secretary.
Words in the singular shall include the plural and words in the
plural shall include the singular and words denoting any gender
shall include all genders.
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Words importing individuals shall include corporations.
Save as defined herein or in the memorandum of the Company and
unless the context otherwise requires words or expressions
contained in these articles shall bear the same meaning as in the
Law and in the Interpretation Law.
2. SHARE CAPITAL
(1) Without prejudice to any special rights for the time being
conferred on the holders of any shares or class of shares (which
special rights shall not be varied or abrogated except with such
consent or sanction as is hereinafter provided) any share or class
of shares in the share capital of the Company may be authorised
for issue with such preferred deferred or other special rights or
such restrictions whether in regard to dividend return of capital
voting or otherwise as the Company may from time to time by
special resolution determine.
(2) Where the Company allots shares at a premium the aggregate amount
of all premiums on shares allotted as and when the premiums are
paid up shall be transferred to an account called the share
premium account which may be applied for any of the purposes
permitted by and under the provisions of the Law.
(3) The Company may by special resolution alter its share capital as
stated in its memorandum in any of the ways permitted or provided
for under the Law.
(4) Subject to confirmation by the court and the provisions of the Law
the Company may by special resolution reduce its share capital in
any way.
(5) The Company may from time to time subject to the provisions of the
Law:
(a) issue; or
(b) convert existing non-redeemable shares whether issued or
not into
shares which are to be redeemed or are liable to be redeemed at
the option of the Company or the holder thereof.
3. MODIFICATION OF RIGHTS
(1) Subject to the provisions of the Law whenever the share capital of
the Company is divided into different classes of shares the
special rights attached to any class (unless otherwise provided by
the terms of issue of the shares of that class) may be varied or
abrogated at any time with the consent in writing of the holders
of two-thirds of the issued shares of that class or with the
sanction of a special resolution passed at a separate meeting of
the holders of the shares of that class. To every such separate
meeting all the provisions of these articles relating to general
meetings of the Company or to the proceedings thereat shall
mutatis mutandis apply except that the necessary quorum shall be
persons holding or representing by proxy at least one-third in
nominal amount of the issued shares of that class (but so that if
at any adjourned meeting of such holders a quorum as above defined
is not present one person
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present holding shares of that class or his proxy shall be a
quorum) and that the holders of shares of that class or their duly
appointed proxies shall on a poll have one vote in respect of
every share of that class held by them respectively.
(2) The special rights conferred upon the holders of any shares or
class of shares issued with preferred deferred or other special
rights shall (unless otherwise expressly provided by the
conditions of issue of such shares) be deemed not to be varied by
the creation or issue of further shares ranking pari passu
therewith.
4. SHARES
(1) The shares shall be at the disposal of the Directors who may
subject to the provisions of the Law allot grant options over or
otherwise deal with or dispose of them to such persons at such
times and generally on such terms and conditions as they think
proper. Save as provided in the Law each share in the Company
shall be distinguished by its appropriate number.
(2) The Company may pay a commission to a person in consideration of
his subscribing or agreeing to subscribe for shares in the Company
or procuring or agreeing to procure subscriptions for shares in
the Company as provided in the Law.
(3) The Company shall keep a Register in accordance with the
provisions of the Law.
(4) Unless the conditions of allotment shall otherwise provide every
person whose name is entered as a member in the Register shall be
entitled without payment to a certificate under the Seal
specifying the share or shares held by him and the amount paid up
thereon provided that in respect of a share or shares held jointly
by several persons the Company shall not be bound to issue more
than one certificate and delivery of a certificate for a share to
one of several joint holders shall be sufficient delivery to all
and certificates shall be completed and be ready for delivery
within two months after the allotment of the relevant shares or
the date on which a transfer is lodged with the Company.
(5) If a share certificate be worn out defaced lost or destroyed a
duplicate certificate may be issued on payment of such fee (if
any) not exceeding ten pounds and on such terms (if any) as to
evidence and indemnity as the Directors think fit.
5. LIEN
(1) The Company shall have a lien on every share (not being a fully
paid share) for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of that share and the
Company shall also have a lien on all shares (other than fully
paid shares) standing registered in the name of a single person
for all moneys presently payable by him or his estate to the
Company but the Directors may at any time declare any shares to be
wholly or in part exempt from the provisions of this article. The
Company's lien (if any) on a share shall extend to all dividends
payable thereon.
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(2) The Company may sell in such manner as the Directors think fit any
shares on which the Company has a lien but no sale shall be made
unless some sum in respect of which the lien exists is payable nor
until the expiration of fourteen days after a notice in writing
stating and demanding payment of such part of the amount in
respect of which the lien exists as is presently payable has been
given to the registered holder for the time being of the share or
the person entitled by reason of his death or bankruptcy to the
share. For the purpose of giving effect to any such sale the
Directors may authorise some person to transfer to the purchaser
thereof the shares so sold.
(3) The proceeds of sale shall be applied in payment of such part of
the amount in respect of which the lien exists as is presently
payable and the residue shall (subject to a like lien for sums not
presently payable as existed upon the shares prior to the sale) be
paid to the person entitled to the shares at the date of the sale.
The purchaser shall be registered as the holder of the shares and
he shall not be bound to see to the application of the purchase
money nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the
sale.
6. CALLS ON SHARES
(1) Subject to the terms of allotment the Directors may 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 clear 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,
before receipt by the Company of any sum due thereunder, be
revoked in whole or part and payment of a call may be postponed in
whole or part. 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.
(2) A call shall be deemed to have been made at the time when the
resolution of the Directors authorising such call was passed and
proof of the resolution shall be sufficient evidence of the call
having been made.
(3) The joint holders of a share shall be jointly and severally liable
to pay all calls and other moneys due in respect thereof.
(4) If a sum called in respect of a share is not paid before or on the
day appointed for payment thereof the person from whom the sum is
due shall pay interest upon the sum at a rate fixed by the
Directors from the day appointed for the payment thereof to the
time of the actual payment but the Directors shall be at liberty
to waive the payment of that interest wholly or in part.
(5) Any sum or premium which by the terms of allotment of a share is
made payable upon allotment or at any fixed date shall for
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all the purposes of these articles (save as herein otherwise
expressly provided) be deemed to be a call duly made and payable
on the date fixed for payment and in case of non-payment the
provisions of these articles as to payment of interest and
expenses forfeiture and the like and all other relevant provisions
of these articles shall apply as if the same were a call duly made
and notified as hereby provided.
(6) The provisions of these articles as to payment of interest shall
apply in the case of non-payment of any sum which by the terms of
issue of a share becomes payable at a fixed time whether on
account of the amount of the share or by way of premium as if the
same had become payable by virtue of a call duly made and
notified.
(7) The Company may if the Directors think fit receive from any member
willing to advance the same all or any part of the money uncalled
and unpaid upon any shares held by him and upon all or any of the
moneys so advanced may (until the same would but for such advance
become presently payable) pay interest at such rate (not exceeding
without the sanction of the Company in general meeting ten per
centum per annum) as may be agreed upon between the member paying
the sum in advance and the Directors.
7. TRANSFER AND TRANSMISSION OF SHARES
(1) Save as otherwise permitted under the provisions of the Law all
transfers of shares shall be effected using an instrument of
transfer. The instrument of transfer of any fully paid share shall
unless the Directors otherwise resolve be signed by the transferor
alone and in the case of any partly paid share the instrument of
transfer shall be signed by the transferor and by the transferee.
The transferor shall be deemed to remain the holder of such share
until the name of the transferee is entered in the Register in
respect thereof.
(2) The instrument of transfer of any share shall be in writing in any
usual common form or any form approved by the Directors and shall
specify the full name and address of the transferee.
(3) The Directors may in their absolute discretion refuse to register
any transfer of any share (whether fully paid or not). Without
prejudice to the generality of the foregoing, the Directors may
refuse to register a transfer unless the instrument of transfer:
(a) is lodged at the office or at such other place as the
Directors may appoint and is accompanied by the certificate
for the shares to which it relates and such other evidence
as the Directors may reasonably require to show the right
of the transferor to make the transfer; and
(b) is in respect of only one class of shares.
(4) If the Directors refuse to register any transfer of any share they
shall give notice thereof to the proposed transferor and
transferee within two months after the date
9
on which the instrument of transfer of such share is lodged with
the Company.
(5) The registration of transfers of shares or of transfers of any
class of shares may be suspended at such times and for such
periods as the Directors may determine.
(6) 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.
(7) The Company shall be entitled to retain any instrument of transfer
of any share which is registered, but any instrument of transfer
of any share which the Directors refuse to register shall be
returned to the person lodging it when notice of the refusal is
given.
(8) If a member dies, the survivor or survivors, where the deceased
was a joint holder, and the executors, administrators or other
legal personal representatives of the deceased, where the deceased
was a sole or only surviving holder, shall be the only persons
recognised by the Company as having any title to the interest of
the deceased in the shares; but nothing herein contained shall
release the estate of a deceased member from any liability in
respect of any share which had been jointly held by him.
(9) A minor or an interdict may not become a member of the Company
unless the shares were transmitted to him on the death of the
holder thereof.
(10) Any guardian of a minor member and any curator appointed by the
Royal Court or other person appointed by a court of competent
jurisdiction to administer to the affairs of any member of unsound
mind, and any person becoming entitled to a share in consequence
of the death or bankruptcy of a member may, upon such evidence
being produced as the Directors may properly require, elect either
to become the registered holder of the share or to have some
person nominated by him registered as the holder thereof. 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 limitations restrictions and provisions of these
articles relating to the transfer of shares shall apply to the
notice or instrument of transfer as if it were an instrument of
transfer executed by the member and as if the member had been a
person of full age or not of unsound mind or as if the death or
bankruptcy of the member had not occurred.
(11) A person becoming entitled to a share in consequence of the death
or bankruptcy of a member shall have the rights to which he would
be entitled if he were the registered holder of the share, except
that he shall not, before being registered as the holder thereof,
be entitled in respect of the share to vote at any meeting of the
Company or at any separate meeting of the holders of any class of
shares in the Company.
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8. FORFEITURE OF SHARES
(1) If a member fails to pay any call or instalment of a call on the
day appointed for payment thereof the Company may at any time
thereafter during such time as any part of such call or instalment
remains unpaid serve a notice on him requiring payment of so much
of the call or instalment as is unpaid together with any interest
which may have accrued and any expenses that may have been
incurred by reason of such non-payment.
(2) The notice shall name a further day (not earlier than the
expiration of fourteen days from the date of the notice) on or
before which the payment required by the notice is to be made and
shall state that in the event of non-payment at or before the time
and at the place appointed the shares in respect of which the call
or instalment is unpaid will be liable to be forfeited.
(3) If the requirements of any such notice as aforesaid are not
complied with any share in respect of which the notice has been
given may at any time thereafter before the payment required by
the notice has been made be forfeited by a resolution of the
Directors to that effect.
(4) Any share forfeited shall become the property of the Company and
may be re-allotted sold or otherwise disposed of on such terms and
in such manner as the Directors think fit and notwithstanding any
such forfeiture as aforesaid the Directors may at any time before
the forfeited share has been disposed of permit the share so
forfeited to be redeemed upon the terms of payment of all calls
and interest due upon and expenses incurred in respect of the
share and upon such further terms (if any) as they shall think
fit. The Directors may if necessary authorise some person to
transfer a forfeited share to the purchaser thereof.
(5) A record in the minute book of the Company to the effect that a
share has been duly forfeited in pursuance of these articles and
stating the time when it was forfeited shall as against all
persons claiming to be entitled to the share adversely to the
forfeiture thereof be conclusive evidence of the facts therein
stated and such record together with a certificate of
proprietorship of the share under the Seal delivered to the
purchaser or allottee thereof shall constitute a good title to the
share and the new holder thereof shall be discharged from all
calls made prior to such purchase or allotment and shall not be
bound to see to the application of the purchase money nor shall
his title to the share be affected by any past omission or
irregularity relating to or connected with the proceedings in
reference to the forfeiture re-allotment sale or other disposal of
the share.
(6) A person whose shares have been forfeited shall cease to be a
member in respect of the forfeited shares but shall
notwithstanding remain liable to pay to the Company all moneys
which at the date of the forfeiture were presently payable to the
Company by him in respect of the shares.
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(7) The provisions of these articles as to forfeiture shall apply in
the case of non-payment of any sum which by the terms of issue of
a share becomes payable at a fixed time whether on account of the
amount of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified.
9. GENERAL MEETINGS
(1) Subject to Article 87 (4) of the Law the Company shall hold a
general meeting as its annual general meeting once in every
calendar year at such time and such place as may be determined by
the Directors and so that not more than twenty-two months shall be
allowed to elapse between any two such general meetings provided
that so long as the Company holds its first annual general meeting
within eighteen months of its incorporation it need not hold it in
the year of its incorporation or in the following year.
(2) The above mentioned general meeting shall be called the "Annual
General Meeting". All other general meetings shall be called
"Extraordinary General Meetings".
(3) The Directors may whenever they think fit convene an Extraordinary
General Meeting and Extraordinary General Meetings shall also be
convened on a requisition made in accordance with the Law in
writing and signed by members holding in the aggregate not less
than one-tenth in nominal value of the shares carrying the right
to vote at the meeting. If at any time there are not within the
Island of Jersey sufficient Directors capable of acting to form a
quorum any Director or any member of the Company may convene an
Extraordinary General Meeting in the same manner as nearly as
possible as that in which meetings may be convened by the
Directors.
10. PROCEEDINGS AT GENERAL MEETINGS
(1) Twenty-one days' notice at least in the case of an Annual General
Meeting or a meeting for the passing of a special resolution and
in the case of any other general meetings fourteen days' notice at
least (in either case exclusive of the day on which the notice is
deemed to be served and the day for which notice is given)
specifying the place the day and the hour of the meeting and the
general nature of the business to be transacted shall be given in
manner hereinafter mentioned or in such other manner (if any) as
may be prescribed by the Company in general meeting to such
persons as are under the articles entitled to receive such notices
from the Company but the non-receipt of the notice by any such
persons shall not invalidate the proceedings at any general
meeting. With the consent of all the members for the time being
entitled to be present and to vote at an Annual General Meeting
such meeting may be convened on a shorter notice than twenty-one
days and in the case of any other general meeting with the consent
of a majority in number of the members entitled to attend and vote
thereat such majority together holding not less than 95 per centum
in nominal value of the shares which give the right to attend and
vote thereat such meeting may be convened on a shorter notice than
either twenty-one days in the case of a meeting
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at which a resolution will be proposed as a special resolution or
fourteen days in the case of any other meeting.
(2) Notice of every general meeting shall be given in accordance with
the provisions of article 25 hereof, but the accidental omission
to give notice of a meeting to, or the non-receipt of notice of a
meeting by, any person entitled to receive notice shall not
invalidate the proceedings at the meeting.
(3) No business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds
to business. Two persons entitled to vote upon the business to be
transacted, each being a member or a proxy for a member or a duly
authorised representative of a body corporate, shall be a quorum
provided that if at any time all of the issued shares in the
Company are held by or by a nominee for a holding company, such
single member present in person by duly authorised representative
of a body corporate or by proxy shall constitute a quorum.
(4) Any member may participate in a general meeting by means of a
conference telephone or similar communications equipment whereby
all the members participating in the general meeting can hear each
other and the members participating in this manner shall be deemed
to be present in person at such meeting for all the purposes of
these articles.
(5) If within half-an-hour from the time appointed for the meeting a
quorum is not present the meeting shall stand adjourned to the
place time and day in the next week to be appointed by the
chairman or if no place time and day is so appointed to the same
day in the next week at the same time and place and if at the
adjourned meeting a quorum as above defined is not present within
half-an-hour from the time appointed for the meeting one member
present or his proxy shall constitute a quorum.
(6) The chairman (if any) of the Directors shall preside as chairman
at every general meeting of the Company or if there is no such
chairman or if he shall not be present within fifteen minutes
after the time appointed for the holding of the meeting or is
unwilling to act the Directors present shall elect one of their
number to be chairman of the meeting.
(7) If at any meeting no Director is willing to act as chairman or if
no Director is present within fifteen minutes after the time
appointed for holding the meeting the members present shall choose
one of their number to be chairman of the meeting.
(8) The chairman may with the consent of any meeting at which a quorum
is present adjourn the meeting from time to time and from place to
place but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which
the adjournment took place. When a meeting is adjourned for ten
days or more notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid it shall not be
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necessary to give any notice of an adjournment or of the business
to be transacted at an adjourned meeting.
(9) At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a poll is (before or on
the declaration of the result of the show of hands) decided upon
by the chairman or demanded by at least five members having the
right to vote on the question or by any member or members
representing at least one-tenth of the total voting rights of all
members having a right to vote on the question and unless a poll
is so demanded a declaration by the chairman that a resolution has
on a show of hands been carried or carried unanimously or by a
particular majority or lost and an entry to that effect in the
minutes of the proceedings 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 such resolution.
(10) A resolution in writing signed by all the members of the Company
for the time being entitled to receive notice of and to attend and
vote at general meetings or their duly appointed attorneys shall
be as valid and effectual as if it had been passed at a meeting of
the members duly convened and held. Any such resolution may
consist of several documents in the like form signed by one or
more of the members or their attorneys and signature in the case
of a corporate body which is a member shall be sufficient if made
by a director thereof or its duly appointed attorney.
(11) If a poll is duly demanded it shall be taken in such manner as the
chairman directs and the result of the poll shall be deemed to be
the resolution of the meeting at which the poll was demanded.
(12) In the case of an equality of votes whether on a show of hands or
on a poll the chairman of the meeting at which the show of hands
takes place or at which the poll is demanded shall be entitled to
a second or casting vote.
(13) A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at such time as the chairman of the
meeting directs.
(14) A demand for a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on
which a poll has been demanded.
11. VOTES OF MEMBERS
(1) Subject to any special rights restrictions or prohibitions as
regards voting for the time being attached to any shares on a show
of hands every member present in person or by proxy or (in the
case of a corporation) by duly authorised representative shall
have one vote and on a poll every member shall have one vote for
each share of which he is the holder.
(2) In the case of joint holders unless such joint holders shall have
chosen one of their number to represent them and so notified the
Company in writing the vote of the most senior who tenders a vote
whether in person or by proxy shall be
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accepted to the exclusion of the votes of the other joint holders
and for this purpose seniority shall be determined by the order in
which the names stand in the Register.
(3) Where a member is of unsound mind his curator appointed by the
Royal Court or the person appointed by a court of competent
jurisdiction to administer to his affairs may vote whether on a
show of hands or on a poll and may on a poll vote by proxy.
Evidence to the satisfaction of the Directors of the authority of
such curator or other person may be required by the Directors
prior to any vote being exercised by such curator or other person.
(4) No member shall be entitled to vote at any general meeting unless
all calls or other sums presently payable by him in respect of
shares in the Company of which he is holder or one of the joint
holders have been paid.
(5) On a poll votes may be given either personally or by proxy.
(6) The instrument appointing a proxy shall be in writing under the
hand of the appointor or of his attorney duly authorised in
writing or if the appointor is a corporation either under its
common seal or under the hand of an officer or attorney so
authorised. A proxy need not be a member of the Company.
(7) The instrument appointing a proxy and the power of attorney or
other authority (if any) under which it is signed or a notarially
certified copy of that power or authority shall be deposited at
the office or at such other place as is specified for that purpose
by the notice convening the meeting not less than forty-eight
hours before the time for holding the meeting or adjourned meeting
at which the person named in the instrument proposes to vote or in
the case of a poll not less than forty-eight hours before the time
appointed for taking the poll and in default the instrument of
proxy shall not be treated as valid.
(8) An instrument appointing a proxy shall be in any usual common form
or in any form of which the Directors shall approve.
(9) The instrument appointing a proxy shall be deemed to confer
authority to demand or join in demanding a poll.
(10) A vote given or act done in accordance with the terms of an
instrument of proxy shall be valid notwithstanding the previous
death or insanity of the appointor or revocation of the proxy or
of the authority under which the proxy was executed or the
transfer of the share in respect of which the proxy is given
unless notice in writing of such death insanity revocation or
transfer as aforesaid shall have been received by the Company at
the office before the commencement of the meeting or adjourned
meeting or poll at which the vote was given or the act was done.
12. CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Any corporation which is a member of the Company may by resolution of its
directors or other governing body authorise such person as it thinks fit
to act as its representative at any meeting of the Company or of any
class of members of the Company
15
and the person so authorised shall be entitled to exercise the same
powers on behalf of the corporation which he represents as that
corporation could exercise if it were an individual member of the
Company.
13. APPOINTMENT OF DIRECTORS
(1) The first Directors shall be appointed in writing by the
subscribers to the memorandum or a majority of them.
(2) A Director need not be a member of the Company.
(3) The Directors shall have power at any time and from time to time
to appoint subject to the provisions of the Law any person to be a
Director either to fill a casual vacancy or as an additional
Director.
(4) The Company may by ordinary resolution appoint any person to
office as a Director.
14. RESIGNATION DISQUALIFICATION AND REMOVAL OF DIRECTORS
A Director shall cease to hold office if he:
(1) ceases to be a Director by virtue of any provisions of the Law or
becomes prohibited by law from or disqualified by law for being a
director; or
(2) resigns his office by instrument in writing under his hand left at
the office; or
(3) becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
(4) is removed by ordinary resolution of the Company; or
(5) is removed by notice to the Company in writing signed by the
holders of more than half the issued shares of the Company and
deposited at the office.
15. ALTERNATE DIRECTORS
(1) Any Director may at his discretion and at any time and from time
to time appoint either another Director or any other person (other
than a person prohibited by law from or disqualified by law or by
these articles for being a director) to act as an alternate
director in his place and may at his discretion remove from office
an alternate director so appointed by him.
(2) An alternate director shall (except as regards power to appoint an
alternate and remuneration) be subject in all respects to the
terms conditions and provisions existing with reference to the
Directors and each alternate director while so acting shall
exercise and discharge all the functions powers and duties as a
Director of his appointor in such appointor's absence. In
particular, without prejudice to the generality of the foregoing,
an alternate director shall be entitled to receive the same notice
of meetings of Directors and of all meetings of committees
appointed pursuant to article 18 (6) hereof of which his appointor
is a member as his appointor is entitled to receive and to attend
and vote at any such meetings at
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which the Director appointing him is not personally present.
(3) An alternate director shall ipso facto cease to hold office as
such if his appointor ceases for any reason to be a Director or if
and when the term of his appointment expires or if any of the
circumstances described in article 14 (1) (2) and (3) hereof apply
to him.
(4) Any appointment and any removal of an alternate director by his
appointor shall be by notice in writing to the Company and to the
alternate director signed by the Director making or revoking the
appointment.
16. EXECUTIVE DIRECTORS
(1) The Directors may from time to time appoint one or more of their
number to the office of managing director or to any other
executive office under the Company. Any such appointment may be
made upon such terms and for such periods as the Directors may
determine. The appointment of any Director to an executive office
shall terminate if he ceases to be a Director but without
prejudice to any claim to damages for breach of any contract of
service between him and the Company.
(2) The Directors may entrust to and confer upon any managing director
or any director holding any other executive office any of the
powers exercisable by the Directors, upon such terms and
conditions and with such restrictions as they think fit, and
either collaterally with or to the exclusion of their own powers
and may from time to time revoke withdraw alter or vary all or any
of such powers.
17. POWERS OF DIRECTORS
(1) The business of the Company shall be managed by the Directors who
may pay all expenses incurred in getting up and registering the
Company and who may exercise all such powers of the Company as are
not by the Law the memorandum of the Company or these articles or
any directions given by special resolution required to be
exercised by the Company in general meeting. No alteration of the
memorandum of the Company or these articles and no such direction
shall invalidate any prior act of the Directors 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 Directors by these
articles. A meeting of the Directors at which a quorum is present
may exercise all powers and discretions exercisable by the
Directors.
(2) The Directors may, by power of attorney or otherwise, appoint any
person to be the agent of the Company for such purposes and on
such conditions as they determine, including authority for the
agent to delegate all or any of his powers. A power of attorney
may be executed under the Seal or otherwise as the Directors may
resolve.
(3) The Directors may provide benefits, whether by the payment of
gratuities or pensions or by insurance or otherwise, for any
Director who has held but no longer holds any executive
17
office or employment with the Company or with any body corporate
which is or has been a subsidiary of the Company or a predecessor
in business of the Company or of any such subsidiary, and for any
member of his family (including a spouse and a former spouse) or
any person who is or who 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.
18. PROCEEDINGS OF DIRECTORS
(1) Where there are no other Directors a single Director shall cause
to be prepared written memoranda of the resolutions adopted by him
from time to time in or about the transaction of the business of
the Company which shall be entered in the books or registers
maintained pursuant to the provisions of article 18 (10) hereof.
Where there are two or more Directors the provisions of articles
18 (2) to 18 (8) hereof shall apply to regulate the meetings and
proceedings of the Directors.
(2) The Directors may meet together for the despatch of business
adjourn and otherwise regulate their meetings and proceedings as
they think fit and may determine the quorum necessary for the
transaction of business which in default of such determination
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. A Director who is also appointed an alternate director
shall, if his appointor is not present, be counted as two
Directors for the purpose of making a quorum of Directors when
such quorum exceeds two so that, when the quorum is two, not fewer
than two individuals shall be present.
(3) Any Director may participate in a meeting of the Directors or in a
committee thereof by means of a conference telephone or similar
communications equipment whereby all the Directors participating
in the meeting can hear each other and the Directors participating
in this manner shall be deemed to be present in person at such
meeting for all the purposes of these articles.
(4) A Director may at any time (and the Secretary upon the request of
a Director shall) convene a meeting of the Directors. Questions
arising at any meeting shall be decided by a majority of votes and
in case of an equality of votes the chairman shall have a second
or casting vote. A Director who is also an alternate director
shall be entitled in the absence of his appointor to a separate
vote on behalf of his appointor in addition to his own vote.
(5) The Directors may elect a chairman of their meetings and determine
the period for which he is to hold office but if no such chairman
is elected or if at any meeting the chairman is not present at the
time appointed for holding the same the Directors present shall
choose one of their number to be chairman of such meeting.
(6) The Directors may delegate any of their powers to any committee
consisting of one or more Directors and (if
18
thought fit) one or more other persons, but a majority of the
members of the committee shall be Directors. No resolution of such
a committee shall be effective unless a majority of those present
when it is passed are Directors. Any committee so formed shall in
the exercise of the powers so delegated conform to any regulations
that may be imposed upon it by the Directors. The meetings and
proceedings of any such committee shall be governed by the
provisions of these articles regulating the meetings and
proceedings of the Directors so far as the same are applicable and
are not superseded by any regulations made by the Directors under
this article.
(7) All acts done by any meeting of the Directors or of a committee
appointed by the Directors or by any person acting as a Director
shall notwithstanding that it be afterwards discovered that there
was some defect in the appointment of any such Directors or
committee or person acting as aforesaid or that they or any of
them were disqualified or had vacated office be as valid as if
every such person had been duly appointed and was qualified and
had continued to be a Director or a member of a committee
appointed by the Directors.
(8) A resolution in writing signed by all the Directors for the time
being entitled to receive notice of a meeting of the Directors, or
by all the members of a committee appointed pursuant to article 18
(6) hereof, shall be as valid and effectual as if it had been
passed at a meeting of the Directors or (as the case may be) at a
meeting of such a committee duly convened and held and may consist
of several documents in the like form each signed by one or more
Directors or (as the case may be) committee members.
(9) The Directors shall be paid out of the funds of the Company their
travelling and other expenses properly and necessarily expended by
them in attending meetings of the Directors (or of committees
appointed pursuant to article 18 (6) hereof) or members or
otherwise on the affairs of the Company. They shall also be paid
by way of remuneration for their services such sum as the
Directors shall determine subject to any rates or limits (if any)
fixed by the Company in general meeting. If any of the Directors
shall be appointed agent or to perform extra services or to make
any special exertions or to go or reside abroad for any of the
purposes of the Company the Directors may remunerate such Director
therefor either by a fixed sum or by commission or participation
in profits or otherwise or partly in one way and partly in another
as they think fit. Such remuneration may be either in addition to
or substitution for his remuneration hereinbefore provided.
(10) The Directors shall cause minutes or records to be made and kept
in books or registers provided for the purpose:
(a) of all appointments of Directors and Secretaries in
accordance with the provisions of the Law;
(b) of all resolutions and proceedings of all meetings of the
Company class meetings of members and meetings of
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the Directors and of committees appointed pursuant to
article 18 (6) hereof; and
(c) of the names of the persons present at each meeting
referred to in article 18 (10) (b) hereof.
19. DIRECTORS CONFLICTS OF INTEREST
(1) A Director may be or become a director or other officer of or
otherwise interested in any company promoted by the Company or in
which the Company may be interested as member or otherwise and no
such Director shall be accountable to the Company for any
remuneration or other benefits received by him as a director or
officer of or from his interests in such other company unless the
Company otherwise directs.
(2) No Director shall be disqualified by his office from contracting
with the Company either as vendor purchaser or otherwise nor
subject to the provisions of the Law and article 19 (3) hereof
shall any such contract or any contract or arrangement entered
into by or on behalf of the Company in which any Director shall be
in any way interested be avoided or liable to be set aside.
(3) A Director who has directly or indirectly an interest in a
transaction entered into or proposed to be entered into by the
Company or by a subsidiary of the Company which to a material
extent conflicts or may conflict with the interests of the Company
and of which he has actual knowledge shall disclose to the Company
(by notice to the Directors) the nature and extent of his
interest. Subject thereto any such Director shall not be liable to
account to the Company for any profit or gain realised by him on
such transaction.
(4) A notice in writing given to the Company by a Director that he is
to be regarded as interested in a transaction with a specified
person is sufficient disclosure of his interest in any such
transaction entered into after the notice is given.
(5) Subject to article 19 (3) hereof a Director may vote in respect of
any such transaction and if he does so vote his vote shall be
counted and he shall be capable of being counted towards the
quorum at any meeting of the Directors at which any such
transaction shall come before the Directors for consideration.
(6) Subject to the provisions of the Law a Director may hold any other
office or place of profit under the Company in conjunction with
his office of Director for such period and on such terms (as to
remuneration and otherwise) as the Directors may determine.
(7) Subject to the provisions of the Law any Director may act by
himself or his firm in a professional capacity for the Company and
he or his firm shall be entitled to remuneration for professional
services as if he were not a Director.
20. SEAL
The Directors shall provide for the safe custody of the Seal which shall
only be used by the authority of the Directors or of a committee of the
Directors authorised by the Directors in that
20
behalf and every instrument to which the Seal shall be affixed shall
unless otherwise determined by resolution of the Directors be signed by
one Director. Where the Company engages in business outside the Island of
Jersey the Company may if the Directors so determine have for use in any
country territory or place outside Jersey an official seal which shall be
a facsimile of the Seal with the addition on its face either of the words
"Branch Seal" or the name of the country territory or place where it is
to be used and which shall be affixed in the same manner as the Seal or
as provided under the Law.
21. SECRETARY
The Secretary shall be appointed by the Directors upon such terms and
subject to such conditions as they may think fit and any Secretary so
appointed may be removed by them.
22. DIVIDENDS AND RESERVE
(1) The Company in general meeting may declare dividends but no
dividend shall exceed the amount recommended by the Directors in
accordance with the respective rights of the members and the
declaration of the Directors as to the amount of the profits shall
be conclusive.
(2) The Directors may from time to time pay to the members such
interim dividends as appear to the Directors to be justified by
the profits of the Company. If the share capital is divided into
different classes, the Directors 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 Directors
may also pay at intervals settled by them any dividend payable at
a fixed rate if it appears to them that the profits available for
distribution justify the payment. Provided the Directors act in
good faith, they shall not incur any liability to the holders of
shares conferring preferred rights for any loss they may suffer by
the lawful payment of an interim dividend on any shares having
deferred or non-preferred rights.
(3) No dividend shall be paid otherwise than out of profits and in
accordance with the provisions of Article 114 of the Law.
(4) Subject to any rights or privileges for the time being attached to
any shares in the capital of the Company having preferential
deferred or other special rights in regard to dividends the
profits of the Company which it shall from time to time be
determined to distribute by way of dividend shall be applied in
payment of dividends upon the shares of the Company in proportion
to the amounts paid up thereon respectively otherwise than in
advance of calls.
(5) All dividends shall be apportioned and paid pro rata according to
the amounts paid up on the shares during any portion or portions
of the period in respect of which the dividend is paid except that
if any share is issued on terms providing that it shall rank for
dividend as if paid up (in
21
whole or in part) as from a particular date (either past or
future) such share shall rank for dividend accordingly.
(6) The Directors may before recommending any dividend set aside out
of the profits of the Company such sums as they think proper as a
reserve or reserves which shall at their discretion be applicable
for any purpose to which the profits of the Company may be
properly applied and pending such application may at the like
discretion either be employed in the business of the Company or be
invested in such investments as the Directors may from time to
time think fit. The Directors may also without placing the same to
reserve carry forward any profits which they may think prudent not
to divide.
(7) The Directors may deduct from any dividend payable to any member
all such sums of money (if any) as may be due and payable by him
to the Company on account of calls or otherwise.
(8) If several persons are registered as joint holders of any share
any one of them may give effectual receipts for any dividend
payable on the share.
(9) Notice of any dividend that may have been declared shall be given
in manner hereinafter mentioned to the person entitled to share
therein.
(10) No dividend shall bear interest against the Company.
(11) Unless otherwise directed any dividend may be paid by cheque or
warrant sent through the post to the registered address of the
member entitled or in the case of joint holders to that one whose
name stands first on the Register in respect of their joint
holding and every cheque or warrant so sent shall be made payable
to the order of the person to whom it is sent and the Company
shall not be responsible for any loss in transmission and payment
by cheque or warrant as provided herein shall be a good discharge
to the Company.
23. CAPITALISATION OF RESERVES ETC.
Subject to any necessary sanction or authority being obtained the Company
in general meeting may at any time and from time to time pass a
resolution that any sum not required for the payment or provision of a
fixed dividend with or without further participation in profits and (a)
for the time being standing to the credit of any reserve fund of the
Company including premiums received on the issue of any shares or
debentures of the Company or (b) being undivided profits in the hands of
the Company be capitalised and that such sum be appropriated as capital
to and amongst the members in the shares and proportions in which they
would have been entitled thereto if the same had been distributed by way
of dividend and in such manner as the resolution may direct and the
Directors shall in accordance with such resolution apply such sum in
paying up in full or in part (where permitted by the Law) any unissued
shares or debentures of the Company on behalf of such members and
appropriate such shares or debentures to and distribute the same credited
as fully paid up or partly paid up (where permitted by the Law) amongst
them in the proportions aforesaid in
22
satisfaction of their shares and interests in the said capitalised sum or
shall apply such sum or any part thereof on behalf of such members in
paying up the whole or part of any uncalled balance which shall for the
time being be unpaid in respect of any issued shares or debentures held
by them. Where any difficulty arises in respect of any such distribution
the Directors may settle the same as they think expedient and in
particular they may fix the value for distribution of any fully paid up
shares or debentures make cash payments to any members on the footing of
the value so fixed in order to adjust rights and vest any such shares or
debentures in trustees upon such trusts for or for the benefit of the
persons entitled to share in the appropriation and distribution as may
seem just and expedient to the Directors.
24. ACCOUNTS
(1) The Directors shall cause accounting records to be kept which are
sufficient to show and explain the Company's transactions and are
such as to disclose with reasonable accuracy at any time the
financial position of the Company at that time and enable the
Directors to ensure that any accounts prepared by the Company
comply with the requirements of the Law.
(2) The accounting records shall be kept at the office or at such
other place or places as the Directors think fit and shall always
be open to the inspection of the Directors the Secretary and any
liquidator of the Company. Subject to the provisions of the Law
such accounting records shall be preserved for a period of at
least ten years from the date on which they are made.
(3) The Directors shall determine and may vary the accounting
reference date for the Company by resolution of the Directors and
shall cause to be prepared accounts for the Company for periods of
not more than eighteen months (a) beginning on the date of
incorporation of the Company or (b) if the Company has previously
prepared a profit and loss account beginning at the end of the
period covered by the most recent account or (c) if the Company
has not prepared such an account for a period ending within twelve
months before the entry into force of Article 104 of the Law
beginning on a date to be determined by the Directors not later
than the date of entry into force of Article 104. Such accounts
shall be prepared in accordance with generally accepted accounting
principles and show a true and fair view of the profit or loss of
the Company for the period and of the state of the Company's
affairs at the end of the period and comply with any other
requirements of the Law.
(4) The Company's accounts shall be approved by the Directors and
signed on their behalf by at least one Director.
(5) Subject always to the provisions of the Law within ten months
after the end of the financial period the accounts of the Company
for that period shall be prepared and save where the members have
entered an agreement dispensing with the holding of Annual General
Meetings by the Company laid before a general meeting with a copy
of the auditors' report (if any).
23
25. NOTICES
(1) Any notice to be given to or by any person pursuant to these
articles shall be in writing save that a notice calling a meeting
of the Directors need not be in writing.
(2) A notice may be given by the Company to any member personally or
by sending it either by post to him at his registered address or
to the address supplied by him to the Company for the giving of
notices to him or by sending it by facsimile to him at any
facsimile number supplied by him to the Company specifically for
the purpose of serving formal notices on him.
(3) 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 due notice of the meeting
and, where requisite, of the purposes for which it was called.
(4) Any notice shall be deemed to have been served in the case of
posting in the Island of Jersey to an address in the Island on the
second day following the date of posting and in the case of
posting in the Island to an address outside the Island on the
fifth day following the date of posting. In the case of service of
any notice by facsimile such notice shall be deemed to have been
served immediately on transmission of such notice.
(5) In proving service of any notice by post it shall be sufficient to
prove that the notice was properly addressed stamped and posted.
In the case of service of any notice by facsimile it shall be
sufficient to prove receipt by the sender of a confirmed facsimile
transmission report.
(6) A notice may be given by the Company to the joint holders of a
share by giving notice to the joint holder named first in the
Register in respect of the share.
(7) A notice may be given to the guardian of a minor member or to the
curator appointed by the Royal Court or other person appointed by
a court of competent jurisdiction to administer to the affairs of
any member of unsound mind or to the persons entitled to a share
in consequence of the death or bankruptcy of a member by sending
it through the post in a prepaid letter addressed to such persons
by name or by the title of guardian or curator appointed by the
Royal Court or other person appointed by a court of competent
jurisdiction to administer to the affairs of such member of
unsound mind or representatives of the deceased or trustee of the
bankrupt or by any like description at the address supplied for
the purpose by such persons. Until such an address has been
supplied, a notice may be given in any manner in which it might
have been given if the member in question had not been a minor or
of unsound mind, or if the death or bankruptcy of the member in
question had not occurred.
(8) Subject to the provisions of these articles, notice of every
general meeting shall be given to every member, to each Director
and to such other persons as the Directors shall at any time and
from time to time determine.
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26. WINDING UP
(1) Subject to the claims of any secured creditors and to the
provisions of any enactment as to preferential payments the
Company's property shall on winding up be realised and applied in
satisfaction of the Company's liabilities pari passu and subject
thereto any surplus shall then be distributed amongst the members
according to their rights and interests in the Company. Subject to
the rights of the holders of shares issued upon special conditions
if the assets available for distribution to members shall be
insufficient to pay the whole of the paid up capital such assets
shall be shared on a pro rata basis amongst members by reference
to the number of fully paid up shares held by each member
respectively at the commencement of the winding up.
(2) If the Company shall be wound up the liquidator or where there is
no liquidator the Directors may with the sanction of a special
resolution divide amongst the members in specie any part of the
assets of the Company or vest the same in trustees upon such
trusts for the benefit of the members as the liquidator or the
Directors (as the case may be) with the like sanction shall think
fit.
27. INDEMNITY
(1) Every Secretary agent servant and employee of the Company shall be
indemnified by the Company against and it shall be the duty of the
Directors out of the funds of the Company to pay the costs charges
losses liabilities damages and expenses which any such person may
incur in the course of the discharge by him of his duties as
Secretary agent servant or employee of the Company as the case may
be provided that this indemnity shall not be applicable in
circumstances where any such person has incurred such costs
charges losses liabilities damages and expenses through his own
fraud wilful misconduct or gross negligence.
(2) In so far as the Law allows every present or former officer of the
Company shall be indemnified out of the assets of the Company
against any loss or liability incurred by him by reason of being
or having been such an officer.
(3) The Directors are empowered to arrange for the purchase and
maintenance in the name and at the expense of the Company of
insurance cover for the benefit of any officer or former officer
of the Company the Secretary and any agent servant or employee of
the Company against any liability which is incurred by any such
person by reason of the fact that he is or was an officer of the
Company the Secretary or an agent servant or employee of the
Company.
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Names and addresses
of subscribers Common seals
----------------------------------------------------------------------------------------------------------------------------------
Premier Circle Limited The common seal of
Normandy House Premier Circle Limited
Grenville Street was hereunto affixed in the
St. Helier presence of:
Jersey
Channel Islands. Alan Dart Director
Garry Toy/ Michael Robinson Secretary
Second Circle Limited The common seal of
Normandy House Second Circle Limited
Grenville Street was hereunto affixed in the
St. Helier presence of:
Jersey
Channel Islands. Alan Dart Director
Garry Toy/ Michael Robinson Secretary
Witness to all the above signatures:
Signature: L.J. Monticelli
Full name: Lucinda Jane Monticelli
Normandy House
Grenville Street
St. Helier
Jersey
Channel Islands.
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