EXHIBIT 4.2
Company number
152298
THE COMPANIES ACTS 1908 TO 1917
AND
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
NEW
ARTICLES OF ASSOCIATION
OF
UNITED BUSINESS MEDIA plc
(adopted by special resolution passed on 6 April, 2001)
PRELIMINARY
1. Table A not to apply
Neither the regulations in Table A in the First Schedule to the
Companies (Consolidation) Act 1908 nor those in the First Schedule to
the Companies Act 1948 as amended from time to time nor those in Table A
in the Schedule to the Companies (Tables A to F) Regulations 1985 shall
apply to the Company.
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2. Interpretation
(1) In these articles, unless the contrary intention appears:
(a) the following definitions apply:
Act ... means the Companies Act 1985;
these articles ... means these articles of
association, as from time to
time altered;
board ... means the board of directors
for the time being of the
Company;
clear days ... means, in relation to the
period of a notice, that period
excluding the day when the
notice is given or deemed to be
given and the day for which it
is given or on which it is to
take effect;
committee ... means a committee of the board;
communication ... has the same meaning as in the
Electronic Communications Act
2000;
director ... means a director for the time
being of the Company;
electronic communication ... has the same meaning as in the
Electronic Communications Act
2000;
holder ... in relation to any share means
the member whose name is
entered in the register as the
holder of that share;
the office ... means the registered office for
the time being of the Company;
paid up ... means paid up or credited as
paid up;
person entitled by ... means a person whose
transmission entitlement to a share in
consequence of the death or
bankruptcy of a member or of
any other event giving rise to
its transmission by operation
of law has been noted in the
register;
register ... means the register of members
of the Company;
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seal ... means any common seal of the
Company or any official seal or
securities seal which the
Company may have or be
permitted to have under the
Statutes;
secretary ... means the secretary of the
Company or, if there are joint
secretaries, any of the joint
secretaries and includes an
assistant or deputy secretary
and any person appointed by the
board to perform any of the
duties of the secretary of the
Company; and
Statutes ... means the Act and every other
statute, statutory instrument,
regulation or order, for the
time being in force concerning
companies registered under the
Act;
UKLA ... UK Listing Authority;
(b) any reference to an uncertificated share, or to a share being
held in uncertificated form, means a share which is for the time
being recorded on the register as being held in uncertificated
form, and any reference to a certificated share means any share
other than an uncertificated share;
(c) any other words or expressions defined in the Act (as in force on
the date of adoption of these articles) have the same meaning in
these articles except that the word "company" includes any body
corporate;
(d) any reference elsewhere in these articles to any statute or
statutory provision includes a reference to any modification or
re-enactment of it for the time being in force;
(e) words importing the singular number include the plural number and
vice versa, words importing the masculine gender include the
feminine gender and words importing persons include bodies
corporate and unincorporated associations;
(f) any reference to writing includes a reference to any method of
representing or reproducing words in a legible form;
(g) any reference to doing something by electronic means includes
doing it by an electronic communication;
(h) any reference to a signature or to something being signed or
executed includes an electronic signature or other means of
verifying the authenticity of an electronic communication which
the board may from time to time approve, a signature printed or
reproduced by mechanical or other means or any stamp or other
distinctive marking made by or with the authority of the person
required to sign the document to indicate it is approved by such
person;
(i) any reference to a document being sealed or executed under seal
or under the common seal of any body corporate (including the
Company) or any similar
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expression includes a reference to its being executed in any
other manner which has the same effect as if it were executed
under seal;
(j) any reference to a meeting shall not be taken as requiring more
than one person to be present in person if any quorum requirement
can be satisfied by one person;
(k) any reference to a show of hands includes such other method of
casting votes as the board may from time to time approve; and
(l) where the Company has a power of sale or other right of disposal
in relation to any share, any reference to the power of the
Company or the board to authorise a person to transfer that share
to or as directed by the person to whom the share has been sold
or disposed of shall, in the case of an uncertificated share, be
deemed to include a reference to such other action as may be
necessary to enable that share to be registered in the name of
that person or as directed by him.
(2) Subject to the provisions of the Statutes a special or extraordinary
resolution shall be effective for any purpose for which an ordinary
resolution is expressed to be required and a special resolution shall be
effective for any purpose for which an extraordinary resolution is
required under these articles.
(3) Headings to these articles are inserted for convenience only and shall
not affect construction.
SHARE CAPITAL
3. Authorised share capital
(1) The authorised share capital of the Company at the date of adoption of
these articles is (pound)165,000,000 divided into 486,851,630 ordinary
shares of 25 pence each ("Ordinary Shares") and 507,901,885 B shares of
8 23/44 pence each ("B Shares") and 5 undesignated shares of 25/44 pence
each.
(2) The rights and restrictions attaching to the B Shares are as follows:
A. Income
(i) Out of the profits available for distribution in respect of each
financial year or other accounting period of the Company the
holders of the B Shares shall be entitled, in priority to any
payment of dividend or other distribution to the holders of any
Ordinary Shares and before profits are carried to reserves, to be
paid a non-cumulative preferential dividend ("preferential
dividend") per share at such annual rate on the principal amount
of 245 pence per B Share as is calculated on an annual basis in
accordance with sub-paragraphs (ii) and (iii) below (rounded down
to the nearest penny) (exclusive of any associated tax credit
relating thereto but inclusive of any withholding tax deductible
therefrom). Such dividend shall be paid (without having to be
declared) annually in arrears on 24 April in each year (or if any
such date would otherwise fall on a date which is not a Business
Day (as defined below) it shall be postponed to the next day
which is a Business Day (without any interest or
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payment in respect of such delay)) (each a "Payment Date"). The
first Payment Date shall be 24 April 2002.
(ii) Each twelve month period ending on 23 April is called a
"Calculation Period", the first such period commencing on 24
April 2001 and ending on 23 April 2002. The annual rate
applicable to each Calculation Period shall be the lower of (A)
25 per cent. per annum and (B) 75 per cent. of LIBOR for the
Calculation Period in question which appears on the display
designated as page 3750 on the Telerate Monitor (or such other
page or service as may replace it for the purpose of displaying
London inter-bank offered rates of leading banks for pounds
sterling deposits) as determined by Dresdner Kleinwort
Wasserstein and Merrill Lynch or such other agent as the Company
shall appoint from time to time (the "Reference Agent") at or
about 11.00 a.m. (London time) on the first Business Day of such
Calculation Period.
(iii) If the offered rate so appearing is replaced by the corresponding
rates of more than one bank then sub-paragraph (ii)(B) above
shall be applied, with any necessary consequential changes, to
the arithmetic mean (rounded upward, if necessary, to the nearest
1/16 per cent.) of the rates (being at least two) which so
appear, as determined by the Reference Agent. If for any other
reason such offered rate does not so appear, or if the relevant
page is unavailable, the Company (or its Reference Agent) will
request each of the banks whose offered rates would have been
used for the purposes of the relevant page as determined by the
Reference Agent, if the event leading to the application of this
sub-paragraph (iii) had not happened, through its principal
London office to provide the Company (or such agent) with its
offered quotation to leading banks for pounds sterling deposits
in London for the Calculation Period concerned as at 11.00 a.m.
(London time) on the first Business Day of such Calculation
Period. The rate for such Calculation Period shall be the
arithmetic mean (rounded upward, if necessary, to the nearest
1/16 per cent.) of such quotations (or of such of them, being at
least two, as are so provided) as determined by the Reference
Agent.
(iv) In this paragraph and in paragraph G below, the expression
"Business Day" means a day upon which pounds sterling deposits
may be dealt with on the London inter-bank market and commercial
banks are generally open in London and "non-cumulative" in
relation to the preferential dividend means that the dividend
payable on each Payment Date is payable out of the profits of the
Company available for distribution in respect of the accounting
reference period in which the Payment Date falls (including any
reserves representing profits made in previous accounting
reference periods) without any right in the case of a deficiency
to resort to profits made in subsequent accounting reference
periods.
(v) Payments of preferential dividends shall be made to holders on
the register on a date selected by the Directors being not less
then 15 days or more than 42 days (or, in default of selection by
the Directors, on the date failing 15 days) prior to the relevant
Payment Date.
(vi) The holders of the B Shares shall not be entitled to any further
right of participation in the profits of the Company.
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(vii) All preferential dividends payable on the B Shares which are
unclaimed for a period of 12 years from the date of due payment
shall be forfeited and shall revert to the Company.
B. Capital
On a return of capital on a winding-up or otherwise (except on a
redemption in accordance with the terms of issue of any share, or
purchase by the Company of any share or on a capitalisation issue and
subject to the rights of any other class of shares that may be issued)
there shall be paid to the holders of the B Shares the sum of 245 pence
in respect of each B Share held by them respectively together with a sum
equal to the relevant proportion of the preferential dividend which
would have been payable if the winding-up or other return of capital had
taken effect on the last day of the then current Calculation Period. The
relevant proportion shall be the number of days from and including the
preceding Payment Date (or, if the date of such winding-up or other
return of capital is prior to 24 April 2002, the date on which the B
Shares were created) to, but excluding, the date of such winding-up or
other return of capital, divided by 365. The aggregate entitlement of
each holder of B Shares on a winding-up or other return of capital in
respect of all of the B Shares held by them shall be rounded up to the
nearest whole penny. The holders of the B Shares shall not be entitled
to any further right of participation in the profits or assets of the
Company. If on such a winding-up or other return of capital the amounts
available for payment are insufficient to cover in full the amounts
payable on the B Shares, the holders of such shares will share rateably
in the distribution of assets (if any) in proportion to the full
preferential amounts to which they are entitled.
C. Attendance and voting at general meetings
The holders of the B Shares shall not be entitled, in their capacity as
holders of such shares, to receive notice of any general meeting of the
Company or to attend, speak or vote at any such general meeting unless
(1) the business of the meeting includes the consideration of a
resolution for the winding-up of the Company, in which case the holders
of the B Shares shall have the right to attend the general meeting and
shall be entitled to speak and vote only on any such resolution or (2)
at the date of the notice convening the meeting, the preferential
dividend has remained unpaid for six months or more from any Payment
Date in which case the holders of the B Shares shall have the right to
attend, speak, and vote at such meeting. Whenever the holders of the B
Shares are entitled to vote at a general meeting of the Company, on a
show of hands every holder thereof who (being an individual) is present
in person or (being a corporation) by a representative shall have one
vote, and on a poll every such holder shall have such number of votes as
he would be entitled to exercise had he been the holder of the Ordinary
Shares arising if the B Shares registered in the name of such holder had
been converted into such Ordinary Shares immediately prior to such
meeting in accordance with the rights of the B Shares provided that if
the aggregate number of the votes that will be capable of being cast by
holders of B Shares on a poll on any resolution at a general meeting
would exceed 14.9 per cent. of the total number of votes capable of
being cast by all shareholders on any such resolution, the votes of each
B Share shall be reduced equally so that such aggregate number of votes
capable of being so cast by holders of B Shares shall be 14.9 per cent.
of the total number of votes capable of being so cast by all
shareholders.
D. Purchase
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(i) Subject to the Statutes, but without the need to obtain the
sanction of an extraordinary resolution of the holders of the B
Shares (notwithstanding the provisions of article 11), the
Company may at any time and at its sole discretion purchase B
Shares and/or Ordinary Shares (a) in the market or (b) by tender
available alike to all holders of B Shares and/or as the case may
be Ordinary Shares or (c) by private treaty, in each case at a
price and upon such other terms and conditions as the Directors
may think fit, and article 11 shall be deemed to be amended
accordingly.
(ii) Upon or after the purchase of any B Shares by the Company in
accordance with the provisions of the Act, the board may
consolidate and/or subdivide and/or convert and/or reclassify the
authorised but unissued B Share capital existing following such
purchase (a) into shares of any other class of share capital into
which the authorised share capital of the Company is or may at
that time be divided of a like nominal amount as the shares of
such other class and/or (b) into unclassified shares.
E. Class rights
The Company may from time to time create, allot and issue further
shares, whether ranking pari passu with or in priority to the B Shares,
and on such creation, allotment or issue any such further shares
(whether or not ranking in any respect in priority to the B Shares)
shall be treated as being in accordance with the rights attaching to the
B Shares and shall not involve a variation of such rights for any
purpose.
A reduction by the Company of the capital paid up on the B Shares shall
be in accordance with the rights attaching to the B Shares and shall not
involve a variation of such rights for any purpose, and the Company
shall be authorised at any time to reduce its capital (subject to the
confirmation of the Court in accordance with the Statutes and without
obtaining the consent of the holders of the B Shares) by paying to the
holders of the B Shares the preferential amounts to which they are
entitled in accordance with these articles.
F. Form
The B Shares are not renounceable and will be transferable by an
instrument of transfer in any usual form or in any other form which the
board may approve.
G. Conversion into Ordinary Shares at the Company's option
(i) If, at any time on or after 24 April 2011, the total
number of B Shares in issue is less than 125 million then
the Company may (subject to the Statutes), on the giving
of notice in writing to the holders of the B Shares,
convert all but not some only of the B Shares then in
issue into Ordinary Shares (which shall include other such
shares into which such Ordinary Shares may have been
converted on a capital reorganisation of the Company) and
Residual Shares (defined in sub-paragraph (a) below) on
the date specified in the notice which shall not be less
than 10 days nor more than 42 days from the date of such
notice (the "Conversion Date") in such manner as the board
may determine (including as set out below) on the
following basis in respect of each holding of B Shares:
(a) every z B Shares held at the opening of business on
the Conversion Date shall be consolidated into one
undesignated share having a
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nominal value equivalent to (z x 823/44 pence),
where z equals the number by which 245p divides
into the average closing middle market price of an
Ordinary Share as derived from the London Stock
Exchange Daily Official List for the five Business
Days prior to the Conversion Date ("Market Price"),
provided that no member shall be entitled to a
fraction of a share and all fractional entitlements
arising out of such consolidation (namely, those
arising by reason of there being less than z
shares, or less than z shares remaining, in any
holding as at the opening of business on the
Conversion Date to convert into an undesignated
share) shall be consolidated and the share so
resulting from such consolidation of fractional
entitlements shall be sub-divided and redesignated
as (1) such whole number of Ordinary Shares as have
an aggregate value at the average closing middle
market price of an Ordinary Share as derived from
the London Stock Exchange Daily Official List for
the five Business Days prior to the Conversion Date
as is most nearly equivalent to but not exceeding
the aggregate nominal value of the fractional
entitlements so consolidated and if the Market
Price exceeds (245 x 25 / 8 23/44) pence (2) such
number of residual shares of 1/44 pence each
("Residual Shares") as have an aggregate nominal
value equivalent to the difference between the
nominal value of the whole number of Ordinary
Shares and the aggregate nominal value of the
fractional entitlements so consolidated in each
case referred to in (1) above;
(b) the board shall be authorised to sell the Ordinary
Shares arising from the consolidation of fractional
entitlements and sub-division under sub-paragraph
(a) above and to distribute the net proceeds of
sale in due proportion among those members who
would otherwise be entitled to such fractional
entitlements (rounded down to the nearest whole
penny); and
(c) each undesignated share resulting from the
consolidation of every z B Shares under
sub-paragraph (a) above shall be sub-divided into
one Ordinary Share of nominal value 25 pence and
such number of Residual Shares of 1/44 pence each
as have an aggregate nominal value equivalent to
the difference between 25 pence and the nominal
value of the undesignated share.
(ii) The holders of the Residual Shares shall not be entitled
to any dividend or other right to participate in the
profits of the Company and shall not be entitled to
receive notice of any general meeting of the Company or to
attend, speak or vote at any such meeting. On a return of
capital on a winding-up or otherwise (except on a
redemption in accordance with the terms of issue of any
share, or purchase by the Company of any share or on a
capitalisation issue and subject to the rights of any
other class of shares that may be issued) there shall be
paid to the holders of the Residual Shares the nominal
capital paid up or credited as paid up on such Residual
Shares, after firstly paying to the holders of the
Ordinary Shares the nominal capital paid up or credited as
paid up on the Ordinary Shares held by them respectively
together with the sum of (pound)100,000 on each Ordinary
Share and secondly
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paying to the holders of the Deferred Shares the nominal
capital paid up on the Deferred Shares held by them in
each case rounded up to the nearest whole penny. The
holders of the Residual Shares shall not be entitled to
any further right of participation in the assets of the
Company. The Residual Shares shall not be transferable
save as is referred to in sub-paragraph (v) below or with
the written consent of the board.
(iii) The Company may from time to time create, allot and issue
further shares, whether ranking pari passu with or in
priority to the Residual Shares, and on such creation,
allotment or issue any such further shares (whether or not
ranking in any respect in priority to the Residual Shares)
shall be treated as being in accordance with the rights
attaching to the Residual Shares and shall not involve a
variation of such rights for any purpose.
(iv) A reduction by the Company of the capital paid up on the
Residual Shares shall be in accordance with the rights
attaching to the Residual Shares and shall not involve a
variation of such rights for any purpose and the Company
shall be authorised at any time to reduce its capital
(subject to the confirmation of the Court in accordance
with the Act and without obtaining the consent of the
holders of the Residual Shares).
(v) The consolidation and sub-division under sub-paragraph (I)
above shall be deemed to confer irrevocable authority on
the Company at any time thereafter to do all or any of the
following without obtaining the sanction of the holder or
holders of the Residual Shares:
(a) to appoint any person to execute on behalf of any
holder of Residual Shares a transfer of all or any
part thereof and/or an agreement to transfer the
same (without making any payment therefor) to such
person as the board may determine (whether or not
an officer of the Company) and who is willing to
accept the same;
(b) to purchase all or any of the same in accordance
with the Act without obtaining the consent of the
holders thereof and in consideration of the payment
to each of the holders whose shares are purchased
an amount equal to one pence in respect of all the
Residual Shares then being purchased from him;
(c) for the purposes of any such purchase, to appoint
any person to execute on behalf of any holder of
Residual Shares a contract for the sale to the
Company of any such Residual Shares held by him;
(d) to cancel all or any of the same so purchased in
accordance with the Act; and
(e) pending any such transfer, purchase or
cancellation, to retain the certificates for all or
any of the Residual Shares.
(vi) The Residual Shares will not be listed on any stock
exchange. Upon or after the purchase of any Residual
Shares in accordance with this paragraph, the board may
consolidate and/or sub-divide and/or convert and/or
re-classify
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the authorised Residual Share capital of the Company
existing following such purchase (a) into shares of any
other class of share capital into which the authorised
share capital of the Company is or may at that time be
divided of a like nominal amount as the shares of such
other class and/or (b) into unclassified shares.
(vii) The accidental omission to give notice of conversion of
the B Shares to, or the non-receipt of notice by, any
person entitled to receive notice shall not invalidate the
conversion of the B Shares into Ordinary Shares and
Residual Shares as referred to above.
(viii) The Ordinary Shares arising on the conversion of B Shares,
pursuant to this paragraph shall be fully paid and will
rank pari passu in all respects with the other Ordinary
Shares then in issue (except for the right to receive any
dividend declared or paid prior to their issue or
creation, or in respect of which the record date is fixed
for a date prior to such conversion). On or prior to the
relevant Conversion Date, each holder of B Shares shall
deliver the relevant share certificate(s) for his B Shares
to the Company although the non-delivery of any share
certificate will not prevent or in any way impede the
conversion of the relevant B Shares under the terms of
this paragraph.
(ix) On any Conversion Date, each holder of B Shares being
converted pursuant to this paragraph shall be entitled to
an amount equal to the relevant proportion of the
preferential dividend which would have been payable if the
Conversion Date was the same as the last day of the then
current Calculation Period. The relevant proportion shall
be the number of days from and including the preceding
Payment Date to, but excluding, the Conversion Date,
divided by 365. The aggregate amount of the preferential
dividend payable to each holder of B Shares shall be
rounded down to the nearest whole penny.
H. Conversion into Deferred Shares
Pursuant to the terms of the special resolution of the Company
passed on 6 April, 2001, each B Share held by the persons whose
names are entered on the register on admission of the B Shares to
the Official List of The London Stock Exchange ("Admission") and
who have elected to receive the Single Dividend (as referred to
in, and elected in accordance with the terms of, such special
resolution) shall, at 9.00 a.m. on the day following Admission be
converted into a share of 823/44 pence in the capital of the
Company (together the "Deferred Shares") with the rights and
restrictions set out in paragraph (3) of this article.
(3) The rights and restrictions attaching to the Deferred Shares are as
follows:
A. Income
Subject to the payment of the preferential dividend on the B
Shares and to the rights attached to any other share or class of
share, the holders of the Deferred Shares shall be entitled to be
paid a dividend out of the profits available for distribution in
respect of any financial year or other accounting period of the
Company and determined to be paid provided that no such dividend
shall be payable in respect of any financial
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year or other accounting period of the Company in respect of
which no dividend has been declared on the Ordinary Shares or a
dividend (excluding the amount of an associated tax credit) of
less than (pound)50 per Ordinary Share has been declared. The
Deferred Shares shall confer no further right to participate in
the profits of the Company.
B. Capital
On a return of capital on a winding-up or otherwise (except on a
redemption in accordance with the terms of issue of any share, or
purchase by the Company of any share or on a capitalisation issue
and subject to the rights of any other class of shares that may
be issued) there shall be paid to the holders of the Deferred
Shares the nominal capital paid up or credited as paid up on such
Deferred Shares after:
(i) firstly, paying to the holders of the B Shares the sum of
245 pence in respect of each B Share held by them together
with a sum equal to the relevant proportion of the
preferential dividend which would have been payable if the
winding-up or other return of capital had taken effect on
the last day of the then current Calculation Period (as
described in paragraph (2)A(ii) of this article; and
(ii) secondly, paying to the holders of the Ordinary Shares the
nominal capital paid up or credited as paid up on the
Ordinary Shares held by them respectively together with
the sum of (pound)100,000 on each Ordinary Share.
The aggregate entitlement of the holders of shares on a return of
capital on winding-up or otherwise shall be rounded up to the
nearest penny. The holders of the Deferred Shares shall not be
entitled to any further right of participation in the assets of
the Company.
C. Attendance and voting at general meetings
The holders of the Deferred Shares shall not be entitled, in
their capacity as holders of such shares, to receive notice of
any general meeting of the Company or to attend, speak or vote at
any such meeting.
D. Class rights
(i) The Company may from time to time create, allot and issue
further shares, whether ranking pari passu with or in
priority to the Deferred Shares, and on such creation,
allotment or issue any such further shares (whether or not
ranking in any respect in priority to the Deferred Shares)
shall be treated as being in accordance with the rights
attaching to the Deferred Shares and shall not involve a
variation of such rights for any purpose.
(ii) A reduction by the Company of the capital paid up on the
Deferred Shares shall be in accordance with the rights
attaching to the Deferred Shares and shall not involve a
variation of such rights for any purpose and the Company
shall be authorised at any time to reduce its capital
(subject to the confirmation of the Court in accordance
with the Act and without obtaining the consent of the
holders of the Deferred Shares).
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E. Company's rights
(i) The Company has the irrevocable authority at any time to
do all or any of the following without obtaining the
sanction of the holder or holders of the Deferred Shares:
(a) to appoint any person to execute on behalf of any
holder of Deferred Shares a transfer of all or any
part thereof and/or an agreement to transfer the
same (without making any payment therefor) to such
person as the board may determine (whether or not
an officer of the Company) and who is willing to
accept the same;
(b) to purchase all or any of the same in accordance
with the Act without obtaining the consent of the
holders thereof and in consideration of the payment
to each of the holders whose shares are purchased
an amount equal to one pence in respect of all the
Deferred Shares then being purchased from him;
(c) for the purposes of any such purchase, to appoint
any person to execute on behalf of any holder of
Deferred Shares a contract for the sale to the
Company of any such Deferred Shares held by him;
(d) to cancel all or any of the same so purchased in
accordance with the Act.
(ii) Upon or after the purchase of any Deferred Shares in
accordance with this paragraph the board may consolidate
and/or sub-divide and/or convert and/or reclassify the
authorised Deferred Share capital of the Company existing
following such purchase (a) into shares of any other class
of share capital into which the authorised share capital
is or may at that time be divided of a like nominal amount
as the shares of such other class and/or (b) into
unclassified shares.
F. Form
The Deferred Shares shall not be listed on any stock exchange nor
shall any share certificates be issued in respect of such shares.
The Deferred Shares shall not be transferable save as referred to
in sub-paragraph E above, or with the written consent of the
board.
4. Rights attached to shares
Subject to the provisions of the Statutes and to the rights conferred on
the holders of any other shares, any share may be issued with or have
attached to it such rights and restrictions as the Company may by
ordinary resolution decide or, if no such resolution has been passed or
so far as the resolution does not make specific provision, as the board
may decide.
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5. Unissued shares
Subject to the provisions of the Statutes, these articles and any
resolution of the Company, the board may offer, allot (with or without
conferring a right of renunciation), grant options over or otherwise
deal with or dispose of any unissued shares (whether forming part of the
original or any increased capital) to such persons, at such times and
generally on such terms as the board may decide.
6. Authority to allot relevant securities
The Company may from time to time pass an ordinary resolution referring
to this article and authorising, in accordance with section 80 of the
Act, the board to exercise all the powers of the Company to allot
relevant securities and:
(a) on the passing of the resolution the board shall be generally and
unconditionally authorised to allot relevant securities (as
defined for the purposes of that section) up to the nominal
amount specified in the resolution; and
(b) unless previously revoked the authority shall expire on the day
specified in the resolution (not being more than five years after
the date on which the resolution is passed),
but any authority given under this article shall allow the Company,
before the authority expires, to make an offer or agreement which would
or might require relevant securities to be allotted after it expires.
7. Dis-application of pre-emption rights
(1) Subject to the board being generally authorised to allot relevant
securities in accordance with section 80 of the Act, the Company may
from time to time resolve by a special resolution referring to this
article that the board be given power to allot equity securities for
cash and, on the passing of the resolution, the board shall have power
to allot (pursuant to that authority) equity securities for cash as if
section 89(1) of the Act did not apply to the allotment but that power
shall be limited:
(a) to the allotment of equity securities in connection with a rights
issue; and
(b) to the allotment (other than in connection with a rights issue)
of equity securities having, in the case of relevant shares, a
nominal amount or, in the case of other equity securities, giving
the right to subscribe for, or to convert into, relevant shares
having, a nominal amount not exceeding in aggregate the sum
specified in the special resolution
and unless previously revoked that power shall expire on the date (if
any) specified in the special resolution or, if no date is specified, 15
months after the date on which the special resolution is passed or if
earlier at the conclusion of the next annual general meeting of the
Company but the Company may before the power expires make an offer or
agreement which would or might require equity securities to be allotted
after it expires.
(2) For the purposes of this article:
14
(a) "equity security" and "relevant share" have the meanings given to
them in section 94 of the Act; and
(b) "rights issue" means an offer or issue to or in favour of
ordinary shareholders on the register on a date fixed by the
board where the equity securities respectively attributable to
the interests of all those shareholders are proportionate (as
nearly as practicable) to the respective number of ordinary
shares held by them on that date but the board may make such
exclusions or other arrangements as the board considers expedient
in relation to fractional entitlements or legal or practical
problems under the laws in any territory or the requirements of
any relevant regulatory body or stock exchange.
8. Power to pay commission and brokerage
The Company may in connection with the issue of any shares exercise all
powers of paying commission and brokerage conferred or permitted by the
Statutes. Subject to the provisions of the Statutes any commission or
brokerage may be satisfied by payment in cash or by the allotment of
fully paid or partly paid shares of the Company, or partly in one way
and partly in the other.
9. Power to increase, consolidate, sub-divide and cancel shares
(1) The Company may by ordinary resolution:
(a) increase its capital by the creation of new shares of such amount
as the resolution prescribes;
(b) consolidate and divide all or any of its share capital into
shares of a larger amount than its existing shares;
(c) sub-divide its shares, or any of them, into shares of smaller
amount than is fixed by the memorandum of association or these
articles, but so that the proportion between the amount paid up
and the amount (if any) not paid up on each reduced share shall
be the same as it was in the case of the share from which the
reduced share is derived; and
(d) cancel any 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.
(2) A resolution by which any share is sub-divided may determine that, as
between the holders of the shares resulting from the sub-division, one
or more of the shares may have such preferred or other special rights,
or may have such qualified or deferred rights or be subject to such
restrictions, as compared with the other or others, as the Company has
power to attach to new shares.
(3) If as a result of any consolidation of shares any members would become
entitled to fractions of a share, the board may deal with the fractions
as it thinks fit and in particular may (on behalf of those members) sell
the shares representing the fractions to any person (including, subject
to the provisions of the Statutes, the Company) and distribute the net
proceeds of sale in due proportion among those members (except that any
proceeds less than a sum fixed by
15
the board may be retained for the benefit of the Company). For the
purpose of any such sale the board may authorise some person to
transfer the shares to or as directed by the purchaser, who 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 relating to the sale.
(4) 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.
10. Power to issue redeemable shares
Subject to the provisions of the Statutes any share may be issued which
is to be redeemed or is liable to be redeemed at the option of the
Company or the shareholder.
11. Power to purchase own shares
Subject to the provisions of the Statutes and to any rights conferred on
the holders of any class of shares, the Company may by ordinary
resolution purchase all or any of its shares of any class, including any
redeemable shares.
12. Power to reduce capital
Subject to the provisions of the Statutes and to any rights conferred on
the holders of any class of shares, the Company may by special
resolution reduce its share capital, any capital redemption reserve and
any share premium account in any way.
13. Share warrants
(1) Subject to the provisions of the Statutes and these articles the Company
may issue a share warrant with respect to any fully paid share.
(2) Every share warrant shall be issued under seal in the same manner as a
share certificate and shall state that the bearer is entitled to the
shares to which it relates and may provide by coupons or otherwise for
the payment of future dividends or other moneys on the shares included
in it.
(3) A share included in a share warrant may be transferred by the delivery
of the share warrant without any written transfer and without
registration and none of the other provisions of these articles relating
to the transfer of shares shall apply to any such transfer.
(4) The board may determine and from time to time may vary the conditions
upon which share warrants shall be issued and, in particular, all or any
of the conditions upon which:
(a) a new share warrant or coupon shall be issued in the place of one
defaced, worn out, lost or destroyed;
(b) the bearer of a share warrant shall be entitled to obtain payment
of a dividend or other moneys payable in respect of the shares
included in it;
16
(c) the bearer of a share warrant shall be entitled to attend and
vote at any general meeting of the Company or at any separate
general meeting of the holders of any class of shares of the
Company; and
(d) a share warrant may be surrendered for cancellation and the name
of the bearer entered as a member in the register in respect of
the shares included in the warrant.
(5) The bearer of a share warrant shall be subject to the conditions for the
time being in force in relation to share warrants, whether made before
or after the issue of the share warrant and, subject to such conditions
and to the provisions of the Statutes, the bearer shall be deemed to be
a member of the Company and shall be entitled to the same rights as if
his name were entered in the register as the holder of the shares
included in the share warrant.
(6) The Company shall not be responsible for any loss or damage suffered by
any person by reason of the Company entering in the register, upon the
surrender of a share warrant, the name of any person who is not the true
and lawful owner of that warrant.
14. Trusts not recognised
Except as required by law or these articles, no person shall be
recognised by the Company as holding any share upon any trust and the
Company shall not be bound by or required to recognise (even when having
notice of it) any interest in or in respect of any share, except the
holder's absolute right to the entirety of the share.
VARIATION OF RIGHTS
15. Variation of rights
(1) Whenever the capital of the Company is divided into different classes of
shares, all or any of the rights for the time being attached to any
class of shares in issue may from time to time (whether or not the
Company is being wound up) be varied with the consent in writing of the
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 those shares.
(2) All the provisions of these articles relating to general meetings of the
Company or to the proceedings at general meetings shall apply, mutatis
mutandis, to every such separate general meeting, except that:
(a) the necessary quorum at any such meeting (other than an adjourned
meeting) shall be two persons holding or representing by proxy at
least 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) every holder of shares of the class shall, on a poll, have one
vote in respect of every share of the class held by him; and
(d) a poll may be demanded by any one holder of shares of the class
whether present in person or by proxy.
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(3) Unless otherwise expressly provided by the terms of their issue, the
rights attached to any class of shares shall not be deemed to be varied
by the creation or issue of further shares ranking pari passu with them.
(4) Any class of shares issued without the right to vote at general meetings
of the Company attached shall include the words "non-voting" in the name
by which the same are designated, and if classes of shares are issued
with different voting rights attached to them the names by which such
classes are designated (other than the class with the most favourable
voting rights attached thereto) shall include the words "limited
voting".
SHARE CERTIFICATES
16. Issue of certificates
(1) A person whose name is entered in the register as the holder of any
certificated shares shall be entitled (unless the conditions of issue
otherwise provide) to receive one certificate for those shares, or one
certificate for each class of those shares and, if he transfers part of
the shares, represented by a certificate in his name, or elects to hold
part in uncertificated form to receive a new certificate for the balance
of those shares.
(2) In the case of joint holders, the Company shall not be bound to issue
more than one certificate for all the shares in any particular class
registered in their joint names, and delivery of a certificate for a
share to any one of the joint holders shall be sufficient delivery to
all.
(3) Every share certificate shall be issued under seal (by affixing the seal
to, or printing the seal or a representation of it on, the certificate)
and shall specify the number and class of the shares to which it relates
and the amount or respective amounts paid up on the shares.
(4) Certificates may be delivered either by handing them personally or by
despatching them to the holder (or, in the case of joint holders, to the
first named in the register) or to the agents of the holder, and any
certificates so despatched shall be sent at the risk of the holder.
17. Charges for and replacement of certificates
(1) Except as expressly provided to the contrary in these articles, no fee
shall be charged for the issue of a share certificate.
(2) Any two or more certificates representing shares of any one class held
by any member may at his request be cancelled and a single new
certificate issued.
(3) If any member surrenders for cancellation a certificate representing
shares held by him and requests the Company to issue two or more
certificates representing those shares in such proportions as he may
specify, the board may, if it thinks fit, comply with the request on
payment of such fee (if any) as the board may decide.
(4) If a certificate is damaged or defaced or alleged to have been lost,
stolen or destroyed, a new certificate representing the same shares may
be issued on compliance with such conditions as to evidence and
indemnity as the board may think fit and on payment of any exceptional
18
expenses of the Company incidental to its investigation of the evidence
and, if damaged or defaced, on delivery up of the old certificate.
(5) In the case of joint holders of a share a request for a new certificate
under any of the preceding paragraphs of this article may be made by any
one of the joint holders unless the certificate is alleged to have been
lost, stolen or destroyed.
UNCERTIFICATED SHARES
18. Uncertificated shares - general powers
(1) The board may permit any class of shares to be held in uncertificated
form and to be transferred by means of a relevant system and may revoke
any such permission.
(2) In relation to any share which is for the time being held in
uncertificated form:
(a) the Company may utilise the relevant system in which it is held
to the fullest extent available from time to time in the exercise
of any of its powers or functions under the Statutes or these
articles or otherwise in effecting any actions and the board may
from time to time determine the manner in which such powers,
functions and actions shall be so exercised or effected;
(b) any provision in these articles which is inconsistent with:
(i) the holding or transfer of that share in the manner
prescribed or permitted by the Statutes;
(ii) any other provision of the Statutes relating to shares
held in uncertificated form; or
(iii) the exercise of any powers or functions by the Company or
the effecting by the Company of any actions by means of a
relevant system,
shall not apply;
(c) the Company may, by notice to the holder of that share, require
the holder to change the form of such share to certificated form
within such period as may be specified in the notice; and
(d) the Company shall not issue a certificate.
(3) For the purpose of effecting any action by the Company, the board may
determine that shares held by a person in uncertificated form shall be
treated as a separate holding from shares held by that person in
certificated form.
19
LIEN ON SHARES
19. Lien on partly paid shares
(1) The Company shall have a first and paramount lien on every share (not
being a fully paid share) for all amounts payable (whether or not due)
in respect of that share. The lien shall extend to every amount payable
in respect of that share.
(2) The board may at any time either generally or in any particular case
declare any share to be wholly or partly exempt from the provisions of
this article. Unless otherwise agreed, the registration of a transfer of
a share shall operate as a waiver of the Company's lien (if any) on that
share.
20. Enforcement of lien
(1) The Company may sell any share subject to a lien in such manner as the
board may decide if an amount payable on the share is due and is not
paid within fourteen clear days after a notice has been served on the
holder or any person entitled by transmission to the share demanding
payment of that amount and giving notice of intention to sell in
default.
(2) To give effect to any sale under this article, the board may authorise
some person to transfer the share sold to, or in accordance with the
directions of, the purchaser and the transferee shall not be bound to
see to the application of the purchase money nor shall his title to the
share be affected by any irregularity in or invalidity of the
proceedings connected with the sale. The remedy of any person aggrieved
by the sale shall be in damages only and against the Company
exclusively.
(3) The net proceeds of the sale, after payment of the costs, shall be
applied in or towards satisfaction of the amount due and any residue
shall (subject to a like lien for any amounts not presently due as
existed on the share before the sale), on surrender of the certificate
for the shares sold, be paid to the holder or person entitled by
transmission to the share immediately before the sale.
CALLS ON SHARES
21. Calls
(1) Subject to the terms of allotment, the board may make calls on the
members in respect of any moneys unpaid on their shares (whether in
respect of nominal amount or premium) and each member shall (subject to
his 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 revoked or
postponed as the board may decide.
(2) Any call may be made payable in one sum or by instalments and shall be
deemed to be made at the time when the resolution of the board
authorising that call is passed.
(3) A person on whom a call is made shall remain liable for it
notwithstanding the subsequent transfer of the share in respect of which
the call is made.
(4) The joint holders of a share shall be jointly and severally liable for
the payment of all calls in respect of that share.
20
22. Interest on calls and unpaid calls
(1) If a call is not paid before or on the due date for payment, the person
from whom it is due shall pay interest on the amount unpaid, from the
due date for payment to the date of actual payment, at such rate as the
board may decide, but the board may waive payment of the interest,
wholly or in part.
(2) Unless the board decides otherwise, where a call is not paid on a share
before or on the due date for payment, the person from whom it is due
shall not be entitled to receive any dividend in respect of the share
and shall not be entitled to be present or vote at any meeting or upon a
poll, or to exercise any privilege as a member in respect of the share,
until he shall have paid all calls for the time being due and payable on
the share held by him (or to which he is entitled by transmission),
whether alone or jointly with any other person, together with interest
(if any).
23. Sums treated as calls
A sum which by the terms of allotment of a share is payable on
allotment, or at a fixed time, or by instalments at fixed times, shall
for all purposes of these articles be deemed to be a call duly made and
payable on the date or dates fixed for payment and, in case of
non-payment, the provisions of these articles shall apply as if that sum
had become payable by virtue of a call.
24. Power to differentiate
On any issue of shares the board may make arrangements for a difference
between the allottees or holders of the shares in the amounts and times
of payment of calls on their shares.
25. Payment of calls in advance
The board may, if it thinks fit, receive all or any part of the moneys
payable on a share beyond the sum actually called up on it if the holder
is willing to make payment in advance and, on any moneys so paid in
advance, may (until they would otherwise be due) pay interest at such
rate as may be agreed between the board and the member paying the sum in
advance. No sum paid up in advance of calls shall entitle the holder to
any portion of a dividend subsequently declared on a share in respect of
any period prior to the date upon which the sum would, but for the
advance payment, become presently payable.
FORFEITURE OF SHARES
26. Notice of unpaid calls
(1) If the whole or any part of any call or instalment remains unpaid on any
share after the due date for payment, the board may serve a notice on
the holder requiring him to pay so much of the call or instalment as
remains unpaid, together with any accrued interest.
(2) The notice shall state a further day, being not less than fourteen clear
days from the date of the notice, on or before which, and the place
where, payment is to be made and shall state that, in the event of
non-payment on or before the day and at the place appointed, the share
in respect of which the call was made or instalment is payable will be
liable to be forfeited.
21
(3) The board may accept a surrender of any share liable to be forfeited.
27. Forfeiture on non-compliance with notice
(1) If the requirements of a notice served under the preceding article are
not complied with, any share in respect of which it was given may
(before the payment required by the notice is made) be forfeited by a
resolution of the board. The forfeiture shall include all dividends
declared and other moneys payable in respect of the forfeited share and
not actually paid before the forfeiture.
(2) If a share is forfeited, notice of the forfeiture shall be given to the
person who was the holder of the share or (as the case may be) the
person entitled to the share by transmission and an entry that notice of
the forfeiture has been given, with the relevant date, shall be made in
the register; but no forfeiture shall be invalidated by any omission to
give such notice or to make such entry.
28. Power to annul forfeiture or surrender
The board 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 or incurred in
respect of the share and on such further conditions (if any) as it
thinks fit.
29. Disposal of forfeited or surrendered shares
(1) Every share which is forfeited or surrendered shall become the property
of the Company and (subject to the provisions of the Statutes) may be
sold, re-allotted or otherwise disposed of, upon such terms and in such
manner as the board shall decide either to the person who was before the
forfeiture the holder of the share or to any other person and whether
with or without all or any part of the amount previously paid up on the
share being credited as so paid up. The board may for the purposes of a
disposal authorise some person to transfer the forfeited or surrendered
share to, or in accordance with the directions of, any person to whom
the same has been sold or disposed of.
(2) A statutory declaration by a director or the secretary that a share has
been forfeited or surrendered on a specified date shall, as against all
persons claiming to be entitled to the share, be conclusive evidence of
the facts stated in it and shall (subject to the execution of any
necessary transfer) constitute a good title to the share. The new holder
of the share shall not be bound to see to the application of the
consideration for the disposal (if any) nor shall his title to the share
be affected by any irregularity in or invalidity of the proceedings
connected with the forfeiture, surrender, sale, re-allotment or disposal
of the share.
30. Arrears to be paid notwithstanding forfeiture or surrender
(1) A person any of whose shares have been forfeited or surrendered shall
cease to be a member in respect of the forfeited or surrendered share
and shall surrender to the Company for cancellation the certificate for
the share forfeited or surrendered, but shall remain liable (unless
payment is waived in whole or in part by the board) to pay to the
Company all moneys payable by him on or in respect of that share at the
time of forfeiture or surrender, together with interest from the time of
forfeiture or surrender until payment at such rate as the board shall
decide, in the same manner as if the share had not been forfeited or
22
surrendered. He shall also be liable to satisfy all the claims and
demands (if any) which the Company might have enforced in respect of the
share at the time of forfeiture or surrender. No deduction or allowance
shall be made for the value of the share at the time of forfeiture or
surrender or for any consideration received on its disposal.
(2) 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 those rights and liabilities as are by
these articles expressly saved, or as are by the Statutes given or
imposed in the case of past members.
UNTRACED MEMBERS
31. Sale of shares of untraced members
(1) The Company may sell, in such manner as the board may decide and at the
best price it considers to be reasonably obtainable at that time, any
share of a member, or any share to which a person is entitled by
transmission, if:
(a) during a period of twelve years at least three cash dividends
have become payable in respect of the share to be sold;
(b) during that period no cash dividend payable in respect of the
share has been claimed, no warrant or cheque in respect of the
share sent to the address and in the manner provided by these
articles for sending such payments has been cashed and no
communication has been received by the Company from the member or
the person entitled by transmission to the share;
(c) on or after the expiry of that period of twelve years the Company
has published advertisements both in a national newspaper and in
a newspaper circulating in the area in which the address referred
to in sub-paragraph (b) is located, in each case giving notice of
its intention to sell the share;
(d) during the period of three months following the publication of
those advertisements and after that period until the exercise of
the power to sell the share, the Company has not received any
communication from the member or the person entitled by
transmission to the share.
(2) The Company's power of sale shall extend to any further share which, on
or before the date of publication of the first of any advertisement
pursuant to sub-paragraph (1)(c) above, is issued in right of a share to
which paragraph (1) applies (or in right of any share to which this
paragraph applies) if the conditions set out in sub-paragraphs (1)(b) to
(d) are satisfied in relation to the further share (but as if the
references to a period of twelve years were references to a period
beginning on the date of allotment of the further share and ending on
the date of publication of the first of the advertisements referred to
above).
(3) To give effect to any sale, the board may authorise some person to
transfer the share to, or in accordance with the directions of the
purchaser and the new holder of the share shall not be bound to see to
the application of the purchase money; nor shall his title to the share
be affected by any irregularity in, or invalidity of, the proceedings
connected with the sale.
23
32. Application of proceeds of sale
(1) The Company shall account to the person entitled to the share at the
date of sale for a sum equal to the net proceeds of sale and shall be
deemed to be his debtor, and not a trustee for him, in respect of them.
(2) Pending payment of the net proceeds of sale to such person, the proceeds
may either be employed in the business of the Company or invested in
such investments (other than shares of the Company or its holding
company, if any) as the board may from time to time decide.
(3) No interest shall be payable in respect of the net proceeds and the
Company shall not be required to account for any moneys earned on the
net proceeds.
TRANSFER OF SHARES
33. Right to transfer shares
Subject to the restrictions in these articles, a member may transfer all
or any of his shares in any manner which is permitted by the Statutes
and is from time to time approved by the board.
34. Transfers of uncertificated shares
(1) The Company shall register the transfer of any shares held in
uncertificated form in accordance with the Statutes.
(2) The board may, in its absolute discretion and without giving any reason
for its decision, refuse to register any transfer of an uncertificated
share where permitted by the Statutes.
35. Transfers of certificated shares
(1) An 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 (except in the case of a
fully paid share) by or on behalf of the transferee.
(2) The board may, in its absolute discretion and without giving any reason
for its decision, refuse to register any instrument of transfer of a
certificated share:
(a) which is not fully paid up but, in the case of a class of shares
which has been admitted to official listing by the UKLA, not so
as to prevent dealings in those shares from taking place on an
open and proper basis; or
(b) on which the Company has a lien.
(3) The board may also refuse to register any instrument of transfer of a
certificated share unless it is:
(a) left at the office, or at such other place as the board may
decide, for registration; and
24
(b) accompanied by the certificate for the shares to be transferred
and such other evidence (if any) as the board may reasonably
require to prove the title of the intending transferor or his
right to transfer the shares.
(2) All instruments of transfer which are registered may be retained by the
Company, but any instrument of transfer which the board refuses to
register shall (except in any case where fraud or any other crime
involving dishonesty is suspected in relation to such transfer) be
returned to the person presenting it.
36. No fee payable
No fee shall be charged for registration of a transfer or other document
or instruction relating to or affecting the title to any share.
37. Other provisions relating to transfers
(1) The transferor shall be deemed to remain the holder of the share until
the name of the transferee is entered in the register in respect of the
share.
(2) The board may refuse to register any transfer unless it is in respect of
only one class of shares.
(3) Nothing in these articles shall preclude the board from recognising a
renunciation of the allotment of any share by the allottee in favour of
some other person.
(4) The registration of the transfer of any shares or 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 decide, except that the
registration of the transfer of any shares or class of shares which are
for the time being participating securities may only be suspended as
permitted by the Statutes.
(3) Unless otherwise agreed by the board in any particular case, the maximum
number of persons who may be entered on the register as joint holders of
a share is four.
38. Notice of refusal
If the board refuses to register a transfer of a share it shall, within
two months after the date on which the instrument of transfer was lodged
or the Operator-instruction was received, give to the transferee notice
of the refusal.
TRANSMISSION OF SHARES
39. Transmission on death
If a member dies, the survivor, where the deceased was a joint holder,
and his personal representatives where he was a sole or the only
surviving holder, shall be the only person or persons recognised by the
Company as having any title to his shares; but nothing in these articles
shall release the estate of a deceased holder from any liability in
respect of any share held by him solely or jointly.
25
40. Election of person entitled by transmission
(1) A person becoming entitled to a share in consequence of the death or
bankruptcy of a member or of any other event giving rise to transmission
by operation of law may, on producing such evidence as the board may
require and subject as provided in this article, elect either to be
registered himself as the holder of the share or to have some person
nominated by him registered as the holder of the share.
(2) If he elects to be registered himself, he shall give to the Company a
notice signed by him to that effect. If he elects to have another person
registered, he shall execute a transfer of the share or shall execute
such other document or take such other action as the board may require
to enable that person to be registered.
(3) All the provisions of these articles relating to the transfer of shares
shall apply to the notice or instrument of transfer or other document or
action as if it were an instrument of transfer signed by the person from
whom the title by transmission is derived and the event giving rise to
such transmission had not occurred.
41. Rights of person entitled by transmission
(1) A person entitled by transmission shall have the right to receive and
give a discharge for any dividends or other moneys payable in respect of
the share and shall have the same rights in relation to the share as he
would have if he were the holder except that, until he becomes the
holder, he shall not be entitled to attend or vote at any meeting of the
Company or any separate general meeting of the holders of any class of
shares in the Company.
(2) The board may at any time give notice requiring any person entitled by
transmission to a share to elect either to be registered himself or to
transfer the share and, if after ninety days the notice has not been
complied with, the board may withhold payment of all dividends or other
moneys payable in respect of the share (but this action shall not
constitute the Company as trustee in respect of the dividends or the
other moneys) until the requirements of the notice have been complied
with.
DISCLOSURE OF INTERESTS IN SHARES
42. Disclosure of interests in shares
(1) This article applies where the Company gives to the holder of a share or
to any person appearing to be interested in a share a notice requiring
any of the information mentioned in section 212 of the Act (a "section
212 notice").
(2) If a section 212 notice is given by the Company to a person appearing to
be interested in any share, a copy shall at the same time be given to
the holder, but the accidental omission to do so or the non-receipt of
the copy by the holder shall not prejudice the operation of the
following provisions of this article.
(3) If the holder of, or any person appearing to be interested in, any share
has been served with a section 212 notice and, in respect of that share
(a "default share"), has been in default for the relevant period in
supplying to the Company the information required by the section 212
notice, the restrictions referred to below shall apply. Those
restrictions shall continue until:
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(a) the date seven days after the date on which the board is
satisfied that the default is remedied; or
(b) the Company is notified that the default shares are the subject
of a an exempt transfer; or
(c) the board decides to waive those restrictions, in whole or in
part.
(4) The restrictions referred to above are as follows:
(a) if the default shares in which any one person is interested or
appears to the Company to be interested represent less than 0.25
per cent. of the issued shares of the class, the holders of the
default shares shall not be entitled, in respect of those shares,
to attend or to vote, either personally or by proxy, at any
general meeting or at any separate general meeting of the holders
of any class of shares in the Company, or to exercise any other
right conferred by membership in relation to meetings of the
Company; or
(b) if the default shares in which any one person is interested or
appears to the Company to be interested represent at least 0.25
per cent. of the issued shares of the class, the holders of the
default shares shall not be entitled, in respect of those shares:
(i) to attend or to vote, either personally or by proxy, at
any general meeting or at any separate general meeting of
the holders of any class of shares in the Company, or to
exercise any other right conferred by membership in
relation to meetings of the Company; or
(ii) to receive any dividend or other distribution; or
(iii) to transfer or agree to transfer any of those shares or
any rights in them.
The restrictions in sub-paragraphs (a) and (b) above shall not prejudice
the right of either the member holding the default shares or, if
different, any person having a power of sale over those shares to sell
or agree to sell those shares under an exempt transfer.
(5) If any dividend or other distribution is withheld under paragraph (4)(b)
above, the member shall be entitled to receive it as soon as practicable
after the restrictions contained in paragraph (4)(b) cease to apply.
(6) If, while any of the restrictions referred to above apply to a share,
another share is allotted in right of it (or in right of any share to
which this paragraph applies), the same restrictions shall apply to that
other share as if it were a default share. For this purpose, shares
which the Company allots, or procures to be offered, pro rata
(disregarding fractional entitlements and shares not offered to certain
members by reason of legal or practical problems associated with issuing
or offering shares outside the United Kingdom) to holders of shares of
the same class as the default share shall be treated as shares allotted
in right of existing shares from the date on which the allotment is
unconditional or, in the case of shares so offered, the date of the
acceptance of the offer.
(7) For the purposes of this article:
(a) an "exempt transfer" in relation to any share is a transfer
pursuant to:
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(i) a sale of the share on a recognised investment exchange in
the United Kingdom on which shares of that class are
listed or normally traded; or
(ii) a sale of the whole beneficial interest in the share to a
person whom the board is satisfied is unconnected with the
existing holder or with any other person appearing to be
interested in the share; or
(iii) acceptance of a takeover offer (as defined for the
purposes of Part XIIIA of the Act );
(b) the "relevant period" shall be, in a case falling within
paragraph (4)(a) above, 28 days and, in a case falling within
paragraph (4)(b) above, 14 days after the date of service of the
section 212 notice;
(c) the percentage of the issued shares of a class represented by a
particular holding shall be calculated by reference to the shares
in issue at the time when the section 212 notice is given;
(d) a person shall be treated as appearing to be interested in any
share if the Company has given to the member holding such share a
section 212 notice and either (i) the member has named the person
as being interested in the share or (ii) (after taking into
account any response to any section 212 notice and any other
relevant information) the Company knows or has reasonable cause
to believe that the person in question is or may be interested in
the share; and
(e) Part VI of the Act shall apply for the purpose of construing
references to persons interested in shares.
(8) The provisions of this article are without prejudice to the provisions
of section 216 of the Act and, in particular, the Company may apply to
the court under section 216(1) whether or not these provisions apply or
have been applied.
GENERAL MEETINGS
43. Annual general meetings
The board shall convene and the Company shall hold annual general
meetings in accordance with the requirements of the Statutes.
44. Extraordinary general meetings
All general meetings other than annual general meetings shall be called
extraordinary general meetings.
45. Convening of extraordinary general meetings
(1) The board may convene an extraordinary general meeting whenever it
thinks fit.
(2) An extraordinary general meeting may also be convened in accordance with
article 85.
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(3) An extraordinary general meeting shall also be convened by the board on
the requisition of members pursuant to the provisions of the Statutes
or, in default, may be convened by such requisitionists, as provided by
the Statutes.
(4) The board shall comply with the provisions of the Statutes regarding the
giving and the circulation, on the requisition of members, of notices of
resolutions and of statements with respect to matters relating to any
resolution to be proposed or business to be dealt with at any general
meeting of the Company.
NOTICE OF GENERAL MEETINGS
46. Length and form of notice
(1) An annual general meeting and an extraordinary general meeting called
for the passing of a special resolution or a resolution of which special
notice is required by the Statutes or a resolution appointing any person
(other than a retiring director) as a director shall be called by not
less than twenty-one clear days' notice. All other extraordinary general
meetings shall be called by not less than fourteen clear days' notice.
(2) The notice shall specify the place, day and time of the meeting, and the
general nature of the business to be transacted.
(3) Notice of every general meeting shall be given to all members other than
any who, under the provisions of these articles or the terms of issue of
the shares they hold, are not entitled to receive such notices from the
Company, and also to the auditors (or, if more than one, each of them)
and to each director.
47. Omission or non-receipt of notice
The accidental omission to give notice of a meeting to, or the
non-receipt of notice by, any person entitled to receive the notice
shall not invalidate the proceedings of that meeting.
PROCEEDINGS AT GENERAL MEETINGS
48. Quorum
(1) No business shall be transacted at any general meeting unless the
requisite quorum is present when the meeting proceeds to business.
(2) Except as otherwise provided by these articles two members present in
person or by proxy and entitled to vote on a poll shall be a quorum.
(3) If within half an hour from the time appointed for the holding of a
general meeting a quorum is not present, the meeting, if convened on the
requisition of members, shall be dissolved. In any other case, it shall
stand adjourned to the same day in the next week (or, if that day is a
holiday, to the next working day) and at the same time and place, as the
original meeting, or, subject to article 45(4), to such other day, and
at such other time and place, as the board may decide.
(4) If at an adjourned meeting a quorum is not present within fifteen
minutes from the time fixed for holding the meeting, the meeting shall
be dissolved.
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49. Security
The board may make any security arrangements both prior to and during
any general meeting which it considers appropriate relating to the
holding of a general meeting of the Company or a separate general
meeting of the holders of any class of shares of the Company, including,
without limitation, arranging for any person attending a meeting to be
searched and for items of personal property which may be taken into a
meeting to be restricted and excluding from a meeting any person
including any member who refuses to comply with any such arrangements.
50. Chairman
At each general meeting, the chairman of the board or, if he is absent
or unwilling, the deputy chairman (if any) of the board or (if more than
one deputy chairman is present and willing) the deputy chairman who has
been longest in such office or, if no deputy chairman is present and
willing, that one of the other directors who is appointed for the
purpose by the board or (failing appointment by the board), by the
members present, shall preside as chairman of the meeting, but if no
director is present within thirty minutes after the time fixed for
holding the meeting or, if none of the directors present is willing to
preside, the members present and entitled to vote shall choose one of
their number to preside as chairman of the meeting. The chairman of any
general meeting shall take such action as he thinks fit to promote the
orderly conduct of the business of the meeting as laid down in the
notice of the meeting and the decision of the chairman of any general
meeting on matters of procedure or arising incidentally from the
business of the meeting shall be final as shall be his determination,
acting in good faith, as to whether any matter is of such nature.
51. Directors entitled to attend and speak
Whether or not he is a member, a director shall be entitled to attend
and speak at any general meeting of the Company and at any separate
general meeting of the holders of any class of shares of the Company.
52. Meeting at more than one place
(1) A general meeting may be held at more than one place if:
(a) the notice convening the meeting specifies that it shall be held
at more than one place; or
(b) the board resolves, after the notice convening the meeting has
been given, that the meeting shall be held at more than one
place; or
(c) it appears to the chairman of the meeting that the place of the
meeting specified in the notice convening the meeting is
inadequate to accommodate all persons entitled and wishing to
attend.
(2) A general meeting held at more than one place is duly constituted and
its proceedings are valid if (in addition to the other provisions of
these articles relating to general meetings being satisfied) the
chairman of the meeting is satisfied that facilities (whether by
electronic means
30
or otherwise) are available to enable each person present at each place
to participate in the business of the meeting.
(3) Each person present at each place in person or by proxy and entitled to
vote on a poll shall be counted in the quorum for, and shall be entitled
to vote at, the meeting. The meeting is deemed to take place at the
place which the chairman of the meeting is present.
53. Adjournment
(1) With the consent of any meeting at which a quorum is present the
chairman of the meeting may (and shall if so directed by the meeting)
adjourn the meeting from time to time and from place to place.
(2) In addition, the chairman of the meeting may at any time without the
consent of the meeting adjourn the meeting (whether or not it has
commenced or a quorum is present) to another time and/or place if, in
his opinion, the conduct of persons present prevents or is likely to
prevent the orderly continuation of the business of the meeting or it
would facilitate the conduct of the business of the meeting to do so.
(3) Nothing in this article shall limit any other power vested in the
chairman to adjourn the meeting.
(4) Whenever a meeting is adjourned for thirty days or more or sine die, at
least fourteen clear days' notice of the adjourned meeting shall be
given in the same manner as in the case of the original meeting but
otherwise no person shall be entitled to any notice of an adjourned
meeting or of the business to be transacted at an adjourned meeting.
(5) No business shall be transacted at any adjourned meeting other than the
business which might have been transacted at the meeting from which the
adjournment took place.
54. Amendments
If an amendment is proposed to any motion under consideration but shall
be ruled out of order by the chairman of the meeting acting in good
faith the subsequent proceedings on the motion shall not be invalidated
by any error in the ruling. In the case of a resolution proposed as a
special or extraordinary resolution, no amendment to the resolution
(other than a mere clerical amendment to correct a manifest error in the
notice relating to it) may in any event be considered or voted upon.
55. Method of voting and demand for poll
(1) At a general meeting a resolution put to the vote of the meeting shall
be decided on a show of hands, unless (before, or immediately after the
declaration of the result of, the show of hands or on the withdrawal of
any other demand for a poll) a poll is demanded by:
(a) the chairman of the meeting; or
(b) at least five members present in person or by proxy having the
right to vote on the resolution; or
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(c) a member or members present in person or by proxy representing in
aggregate not less than one-tenth of the total voting rights of
all the members having the right to vote on the resolution; or
(d) a member or members present in person or by proxy holding shares
conferring the right to vote on the resolution 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,
and a demand for a poll by a person as proxy for a member shall be as
valid as if the demand were made by the member himself.
(2) No poll may be demanded on the appointment of a chairman of the meeting.
(3) A demand for a poll may, before the poll is taken, be withdrawn but only
with the consent of the chairman of the meeting and the demand so
withdrawn shall not be taken to have invalidated the result of a show of
hands declared before the demand was made. 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.
(4) Unless a poll is demanded (and the demand is not withdrawn), a
declaration by the chairman of the meeting that a resolution has been
carried, or carried unanimously, or has been carried by a particular
majority, or lost, or not carried by a particular majority, shall be
conclusive, and an entry to that effect in the minutes of the meeting
shall be conclusive evidence of that fact, without proof of the number
or proportion of the votes recorded in favour of or against the
resolution.
(5) 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 a poll
has been demanded.
56. How poll to be taken
(1) If a poll is demanded (and the demand is not withdrawn), it shall be
taken at such time (either at the meeting at which the poll is demanded
or within thirty days after the meeting), at such place and in such
manner (including by electronic means) as the chairman of the meeting
shall direct and he may appoint scrutineers (who need not be members).
(2) It shall not be necessary (unless the chairman of the meeting otherwise
directs) for notice to be given of a poll whether taken at or after the
meeting at which it was demanded.
(3) On a poll votes may be given either personally or by proxy and a member
entitled to more than one vote need not use all his votes or cast all
the votes he uses in the same way.
(4) The result of the poll shall be deemed to be a resolution of the meeting
at which the poll was demanded.
57. Chairman's casting vote
In the case of an equality of votes, either 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, as the case may be, shall be
entitled to a further or casting vote in addition to any other vote or
votes to which he may be entitled.
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VOTES OF MEMBERS
58. Voting rights
(1) Subject to the provisions of these articles and to any special rights or
restrictions as to voting for the time being attached to any shares:
(a) on a show of hands, every member who (being an individual) is
present in person or (being a corporation) is present by a duly
authorised representative, not being himself a member, shall have
one vote; and
(b) on a poll, every member who is present in person or by proxy
shall have one vote for every share of which he is the holder.
(2) For the purposes of determining which persons are entitled to attend or
vote at any general meeting, and how many votes such persons may cast,
the Company 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. Changes to entries on the register after the time
so specified shall be disregarded in determining the rights of any
person to attend or vote at the meeting, notwithstanding any provisions
in the Statutes or these articles to the contrary.
59. Representation of corporations
Any corporation which is a member of the Company may, by resolution of
its directors or other governing body, authorise any person to act as
its representative at any meeting of the Company or of any class of
members of the Company; and the representative 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 present at the meeting in person, including (without limitation)
power to vote on a show of hands or on a poll and to demand or concur in
demanding a poll. The board or any director or the secretary may (but
shall not be bound to) require evidence of the authority of any such
representative. Any authorisation in writing purporting to be signed by
an officer of or other person duly authorised for the purpose by the
corporation shall be conclusive evidence of the authority of the
representative to act on behalf of the corporation.
60. Voting rights of joint holders
If more than one of the joint holders of a share tenders a vote on the
same resolution, whether personally or by proxy, the vote of the senior
who tenders a vote shall be accepted to the exclusion of the vote(s) of
the other joint holder(s); and for this purpose seniority shall be
determined by the order in which the names stand in the register in
respect of the relevant share.
61. Voting rights of members incapable of managing their affairs
A member in respect of whom an order has been made by any court 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 in the nature of a
receiver or curator bonis appointed by that court, and the receiver,
curator
33
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 the
right to vote must be received at the office (or at such other address
as may be specified for the receipt of proxy appointments) not later
than the last time by which a proxy appointment must be received in
order to be valid for use at the meeting or adjourned meeting or on the
holding of the poll at or on which that person proposes to vote and, in
default, the right to vote shall not be exercisable.
62. Voting rights suspended where sums overdue
Unless the board otherwise decides, a member shall not be entitled to
vote, either in person or by proxy, at any general meeting or at any
separate general meeting of the holders of any class of shares in the
Company in respect of any share held by him unless all calls and other
sums presently payable by him in respect of that share have been paid.
63. Objections to admissibility of votes
No objection shall be raised as to the admissibility of any vote except
at the meeting or adjourned meeting or poll at which the vote objected
to is or may be given or tendered, and every vote not disallowed at such
meeting or poll shall be valid for all purposes. Any such objection made
in due time shall be referred to the chairman of the meeting, whose
decision shall be final and conclusive. If any votes are counted which
ought not to have been counted, or might have been rejected, the error
shall not vitiate the results 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.
PROXIES
64. Proxies
(1) A proxy need not be a member of the Company and a member may appoint
more than one proxy to attend on the same occasion. If a member appoints
more than one proxy to attend on the same occasion and a dispute arises
between those proxies on how to vote on a show of hands or on a poll,
the Company shall be entitled to accept the vote of the first named
proxy so appointed.
(2) A proxy shall not be entitled to speak at any meeting without the
chairman's consent.
(3) The appointment of a proxy shall not preclude a member from attending
and voting in person at the meeting or on the poll concerned.
(4) The appointment of a 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 appointment of a proxy shall only be
valid for the meeting mentioned in it and any adjournment of that
meeting (including on any poll demanded at the meeting or any adjourned
meeting).
65. Appointment of proxy
The appointment of a proxy may be in such form as is usual or common or
in such other form as the board may from time to time approve and shall
be signed by the appointor, or his duly authorised agent, or, if the
appointor is a corporation, shall either be executed under its
34
common seal or be signed by an agent or officer authorised for that
purpose. The board may, but shall not be bound to, require evidence of
the authority of any such agent or officer.
66. Receipt of proxy
(1) A proxy appointment:
(a) must be received at such address as may be specified in the
notice convening the meeting or in any other information issued
by the Company in relation to the meeting (or if no such address
is specified, at the office) at least 48 hours before the time
for holding the meeting at which the appointee proposes to vote;
or
(b) (in the case of a poll taken more than 48 hours after it is
demanded or in the case of an adjourned meeting to be held more
than 48 hours after the time fixed for holding the original
meeting), must be received at such address as may be specified in
the notice convening the meeting or in other information issued
by the Company in relation to the poll or meeting (or if no such
address is specified, at the office) at least 24 hours before the
time appointed for the taking of the poll or, as the case may be,
the time fixed for holding the adjourned meeting; or
(c) in the case of a poll which is not taken at the meeting at which
it is demanded but is taken 48 hours or less after it is
demanded, or in the case of an adjourned meeting to be held 48
hours or less after the time fixed for holding the original
meeting, must either be received by the chairman of the meeting
or the secretary or any director at the meeting at which the poll
is demanded or, as the case may be, at the original meeting, or
be received at such address and by such time as the chairman of
the meeting may direct at the meeting at which the poll is
demanded.
(2) In the case of a proxy appointment signed by an agent of a member who is
not a corporation, the authority under which the appointment is signed
or an office copy of it or a copy of it certified in accordance with
section 3 of the Powers of Attorney Act 1971 must also be received by
the Company in the manner set out in paragraph (1) above.
(3) In the case of a proxy appointment signed by an officer or other agent
of a corporation, the directors may also require the receipt, in the
manner set out in paragraph (1) above, of the authority under which the
appointment is signed, or a notarially certified copy of it, or such
other authorities or information as shall be specified in the notice of
the relevant meeting or in any other information issued by the Company
in relation to the relevant meeting.
(4) The board may, but shall not be bound to, require such further evidence
as it thinks fit of the authenticity or integrity of any signature on a
proxy appointment and, if the signatory is an agent or, where the
appointor is a corporation, an officer, of his authority.
(5) The board may decide, either generally or in any particular case, to
treat a proxy appointment as valid notwithstanding that the appointment
or any of the information required under paragraphs (2), (3) or (4)
above has not been received in accordance with the requirements of this
article.
(6) Subject to paragraph (5) above, if the proxy appointment and any of the
information required under paragraphs (2), (3) and (4) above are not
received in the manner required above, the appointee shall not be
entitled to vote in respect of the shares in question.
35
(7) If two or more valid but differing proxy appointments are received in
respect of the same share for use at the same meeting or on the same
poll, the one which is last received (regardless of its date or of the
date of its execution) shall be treated as replacing and revoking the
others as regards that share and if the Company is unable to determine
which was last deposited, none of them shall be treated as valid in
respect of that share.
67. Notice of revocation of proxy
A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the
principal, or revocation of the proxy or the authority under which the
proxy was executed or (until entered in the register) the transfer of
the share in respect of which the vote is given, provided no intimation
in writing of the death, insanity, revocation or transfer was received
at the office (or at such other address at which the proxy appointment
was duly received) up to 12 hours before the time fixed for holding the
meeting or adjourned meeting (or, in the case of a poll, before the time
appointed for the taking of the poll) at which the vote was given.
DIRECTORS
68. Number of directors
The directors (other than alternate directors) shall not, unless
otherwise determined by an ordinary resolution of the Company, be less
than three nor more than twenty in number.
69. Directors need not be members
A director need not be a member of the Company.
70. Age of directors
No person shall be disqualified from being 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.
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
71. Appointment of directors by the Company
(1) Subject to the provisions of these articles, the Company may by ordinary
resolution appoint any person who is willing to act to be a director,
either to fill a vacancy or as an additional director, but so that the
total number of directors shall not exceed any maximum number fixed by
or in accordance with these articles.
(2) No person (other than a director retiring in accordance with these
articles) shall be appointed or reappointed a director at any general
meeting unless:
(a) he is recommended by the board; or
(b) not less than seven nor more than forty-two days before the date
appointed for the meeting there has been given to the Company, by
a member (other than the person to be proposed) entitled to vote
at the meeting, notice of his intention to propose a
36
resolution for the appointment of that person, stating the particulars
which would, if he were so appointed, be required to be included in the
Company's register of directors and a notice executed by that person of
his willingness to be appointed.
72. Separate resolutions for appointment of each director
Every resolution of a general meeting for the appointment of a director
shall relate to one named person and a single resolution for the
appointment of two or more persons shall be void, unless a resolution
that it shall be so proposed has been first agreed to by the meeting
without any vote being cast against it.
73. The board's power to appoint directors
The board may appoint any person who is willing to act to be a director,
either to fill a vacancy or by way of addition to their number but so
that the total number of directors shall not exceed any maximum number
fixed by or in accordance with these articles.
74. Retirement of directors
(1) At each annual general meeting any director then in office who:
(a) has been appointed by the board since the previous annual general
meeting; or
(b) at the date of the notice convening the annual general meeting
had held office for more than 30 months since he was appointed or
last re-appointed by the Company in general meeting,
shall retire from office but shall be eligible for re-appointment.
(2) A retiring director shall (unless he is removed from office or his
office is vacated in accordance with these articles) retain office until
the close of the meeting at which he retires or (if earlier) when a
resolution is passed at that meeting not to fill the vacancy or to
appoint another person in his place or the resolution to re-appoint him
is put to the meeting and lost.
(3) If the Company, at any meeting at which a director retires in accordance
with these articles, does not fill the office vacated by such director,
the retiring director, if willing to act, shall be deemed to be
re-appointed, unless at the meeting a resolution is passed not to fill
the vacancy or to appoint another person in his place or unless the
resolution to re-appoint him is put to the meeting and lost.
75. Removal of directors
(1) The Company may by extraordinary resolution, or by ordinary resolution
of which special notice has been given in accordance with the Statutes,
remove any director before his period of office has expired
notwithstanding anything in these articles or in any agreement between
him and the Company.
(2) A director may also be removed from office by the service on him of a
notice to that effect signed by or on behalf of all the other directors.
37
(3) Any removal of a director under this article shall be without prejudice
to any claim which such director may have for damages for breach of any
agreement between him and the Company.
76. Vacation of office of director
Without prejudice to the provisions of these articles for retirement or
removal the office of a director shall be vacated:
(a) if he is prohibited by law from being a director; or
(b) if he becomes bankrupt or he makes any arrangement or composition
with his creditors generally; or
(c) if he is, or may be, suffering from mental disorder and in
relation to that disorder either he is admitted to hospital for
treatment or an order is made by a court (whether in the United
Kingdom or elsewhere) for his detention or for the appointment of
some person to exercise powers with respect to his property or
affairs and, in either case, the board resolves that his office
be vacated; or
(d) if for more than six months he is absent (whether or not an
alternate director attends in his place), without special leave
of absence from the board, from meetings of the board held during
that period and the board resolves that his office be vacated; or
(e) if not being a managing or executive director holding office
pursuant to the following article he serves on the Company notice
of his wish to resign, in which event he shall vacate that office
on the service of that notice on the Company or at such later
time as is specified in the notice; or
(f) if he shall tender his resignation at a meeting of the directors
and the directors present at the meeting resolve to accept it.
A resolution of the board pursuant to (c) or (d) above declaring a
director to have vacated office as set out shall be conclusive as to the
fact and grounds of vacation stated in the resolution.
77. Executive directors
(1) The board may appoint one or more directors to hold any executive office
in the Company (or any of its subsidiaries) (including that of chairman,
chief executive or managing director) for such period (subject to the
provisions of the Statutes) and on such terms as it may decide and may
revoke or terminate any appointment so made without prejudice to any
claim for damages for breach of any contract of service between the
director and the Company.
(2) The remuneration of a director appointed to any executive office shall
be fixed by the board and may be by way of salary, commission,
participation in profits or otherwise and either in addition to or
inclusive of his remuneration as a director.
(3) A director appointed to any executive office shall not automatically
cease to hold that office if he ceases to be a director unless the
contract or any resolution under which he holds office
38
expressly states that he shall, in which case that cessation shall be
without prejudice to any claim for damages for breach of any contract of
service between him and the Company.
(4) If any director retires at a general meeting of the Company but is
re-appointed by or deemed to be re-elected at the meeting at which his
retirement took effect, his appointment under this article shall
continue to operate after the meeting as if he had not retired.
(5) The board may, at any time and from time to time, appoint any person
(not being a director) to any executive position or employment under the
Company having a title or designation which includes the word "director"
and may terminate any such appointment. The inclusion of the word
"director" in the title or designation of any such position or
employment shall not imply that the holder is a director of the Company
or that he is authorised or empowered to act as, or is liable as, a
director of the Company in any respect and he shall not be deemed to be
a director for any purpose.
ALTERNATE DIRECTORS
78. Power to appoint alternate directors
(1) Each director may appoint another director or any other person who is
willing to act as his alternate and may remove him from that office. The
appointment as an alternate director of any person who is not himself a
director shall be subject to the approval of a majority of the
directors.
(2) An alternate director shall be entitled to receive notice of all
meetings of the board, to attend and vote at any such meeting at which
the director appointing him is not personally present and at the meeting
to exercise and discharge all the functions, powers and duties of his
appointor as a director and for the purposes of the proceedings at the
meeting the provisions of these articles shall apply as if he were a
director.
(3) Every person acting as an alternate director shall (except as regards
power to appoint an alternate and remuneration) be subject in all
respects to the provisions of these articles relating to directors and
shall alone be responsible to the Company for his acts and defaults and
shall not be deemed to be the agent of the director appointing him. An
alternate director may be paid expenses and shall be entitled to be
indemnified by the Company to the same extent as if he were a director
but shall not be entitled to receive from the Company any fee in his
capacity as an alternate director.
(4) Every person acting as an alternate director shall have one vote for
each director for whom he acts as alternate, in addition to his own vote
if he is also a director, but he shall count as only one for the purpose
of determining whether a quorum is present.
(5) Any person appointed as an alternate director shall vacate his office as
alternate director if the director by whom he has been appointed vacates
his office as director (otherwise than by retirement at a general
meeting of the Company at which he is re-elected) or removes him by
notice to the Company or on the happening of any event which, if he is
or were a director, causes or would cause him to vacate that office.
(6) Every appointment or removal of an alternate director shall be by notice
and shall be effective (subject to paragraph (1) above) on receipt by
the secretary of the notice.
39
REMUNERATION, EXPENSES AND PENSIONS
79. Remuneration of directors
(1) The directors (other than any director who for the time being holds an
executive office or employment with the Company or a subsidiary of the
Company) shall be paid out of the funds of the Company by way of
remuneration for their services as directors such fees not exceeding in
aggregate (pound)450,000 per annum (or such larger sum as the Company
may, by ordinary resolution, determine) as the directors may decide to
be divided among them in such proportion and manner as they may agree
or, failing agreement, equally. Any fee payable under this article shall
be distinct from and the aggregate limit referred to above shall not
apply to any remuneration or other amounts payable to a director under
other provisions of these articles and shall accrue from day to day.
(2) Subject to the provisions of the Statutes and these articles, the board
(or any duly authorised committee of the board) may arrange for the
remuneration payable to any non-executive director (as the board or such
committee may determine from time to time) to be provided wholly or
partly in the form of fully paid ordinary shares in the capital of the
Company by applying the relevant amount in the purchase or subscription
of such shares on behalf of such director. In the case of a subscription
of shares for the purposes of this article, the subscription price of
such shares shall be deemed to be the closing middle market price or, as
the case may be, the mid-price of the quotation, as published in the
Daily Official List of the London Stock Exchange on such day as the
board or such committee may determine from time to time.
80. Special remuneration
(1) The board may grant special remuneration to any director who performs
any special or extra services to or at the request of the Company.
(2) Such special remuneration may be paid by way of lump sum, salary,
commission, participation in profits or otherwise as the board may
decide in addition to any remuneration provided for by or pursuant to
any other article.
81. Expenses
A director shall be paid out of the funds of the Company all travelling,
hotel and other expenses properly incurred by him in and about the
discharge of his duties, including his expenses of travelling to and
from meetings of the board, committee meetings, general meetings and
separate meetings of the holders of any class of securities of the
Company. A director may also be paid out of the funds of the Company all
expenses incurred by him in obtaining professional advice in connection
with the affairs of the Company or the discharge of his duties as a
director.
82. Pensions and other benefits
The board may exercise all the powers of the Company to pay, provide or
procure the grant of pensions or other retirement or superannuation
benefits and death, disability or other benefits, allowances or
gratuities to any person who is or has been at any time a director of
the Company or in the employment or service of the Company or of any
company which is or was a subsidiary of or associated with the Company
or of the predecessors in business of the
40
Company or any such subsidiary or associated company or the relatives or
dependants of any such person. For that purpose the board may procure
the establishment and maintenance of, or participate in, or contribute
to, any non-contributory or contributory pension or superannuation fund,
scheme or arrangement and pay any insurance premiums.
POWERS OF THE BOARD
83. General powers of the board to manage Company's business
(1) The business of the Company shall be managed by the board which may
exercise all the powers of the Company, subject to the provisions of the
Statutes, the memorandum, these articles and any ordinary resolution of
the Company. No ordinary resolution or alteration of the memorandum or
these articles shall invalidate any prior act of the board which would
have been valid if the resolution had not been passed or the alteration
had not been made.
(2) The powers given by this article shall not be limited by any special
authority or power given to the board by any other article or any
resolution of the Company.
84. Power to act notwithstanding vacancy
The continuing directors or the sole continuing director at any time may
act notwithstanding any vacancy in their number; but, if the number of
directors is less than three, they or he may act for the purpose of
filling up vacancies or calling a general meeting of the Company, but
not for any other purpose. If no director is able or willing to act,
then any two members may summon a general meeting for the purpose of
appointing directors.
85. Power to borrow money
(1) The board may exercise all the powers of the Company to borrow money and
to mortgage or charge its undertaking, property and uncalled capital, or
any part thereof, and subject to these articles to issue debentures, and
other securities. The board shall 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 and
subsidiary undertakings so as to secure (as regards subsidiaries and
subsidiary undertakings so far as by such exercise they can secure)
that, save with the previous sanction of the Company in general meeting
(any such sanction being given either by the imposition of a higher
limit or limits hereunder or in relation to any specific proposed
borrowing), no money shall be borrowed if the aggregate principal amount
outstanding of all moneys borrowed by the Group (after deducting the
amount of cash deposited and excluding intra-Group borrowings) then
exceeds or would as a result of such borrowing exceed the greater of
(pound)4,000,000,000 and an amount equal to three times the aggregate of
the adjusted share capital and consolidated reserves.
(2) For the purposes of this article the Group means the Company and its
subsidiaries and subsidiary undertakings for the time being.
(3) For the purposes of this article the "adjusted share capital and
consolidated reserves" means the aggregate as certified by the auditors
of:
(a) the amount paid up or credited as paid up on the issued share
capital of the Company; and
41
(b) the amount standing to the credit of the reserves of the Company
and its subsidiaries and subsidiary undertakings including share
premium account and capital redemption reserve and plus or minus
(as the case may be) the credit or debit balance on profit and
loss account,
all as shown by the latest audited and consolidated balance sheet of the
Company and its subsidiaries and subsidiary undertakings but after:
(c) adjusting for any variation in such paid up share capital, share
premium account and capital redemption and other reserves
(excluding profit and loss account) and any variation in
interests in subsidiaries and subsidiary undertakings since the
date of the latest relevant audited balance sheet (for which
purpose an issue or proposed issue of share capital for cash
which has been underwritten shall be deemed paid up to the extent
that the underwriters are liable for the issue and that such
capital will be paid up within six months from the date on which
such underwriting becomes unconditional);
(d) deducting any amount distributed or proposed to be distributed
out of the profits for the issue except to the extent that such
distribution is attributable to the Company or any of its
subsidiaries or subsidiary undertakings or has been provided for
in such consolidation; and
(e) excluding any amounts attributable to minority interests in
subsidiaries and subsidiary undertakings, amounts provided for
deferred taxation and amounts attributable to goodwill and any
other intangible assets (other than publishing rights, titles and
benefits); and
(f) adding back an amount equal to goodwill that would have remained
on such balance sheet if all goodwill had been carried on the
balance sheet as an asset and amortised on a straight line basis
over 20 years (or such longer period, as determined by the
Company, as may be in accordance with generally accepted
accounting practice in the United Kingdom) such amount to be
certified by the auditors; and
(g) making such other adjustments (if any) as the board may consider
appropriate or necessary and as are approved by the auditors.
The determination of the auditors as to the amount of the adjusted share
capital and consolidated reserves at any time shall be conclusive and
binding on all concerned. Nevertheless, for the purposes of this
article, the directors may act in reliance on a bona fide estimate of
the amount of the adjusted share capital and consolidated reserves at
any time and if in consequence, the limit set out above is inadvertently
exceeded, an amount of borrowed moneys equal to the excess may be
disregarded until the expiration of three months after the date on which
by reason of a determination of the auditors or otherwise the directors
become aware that such a situation has or may have arisen.
Save as otherwise provided in this article, the latest audited balance
sheet adopted as the main or principal balance sheet of the Company or
any of its subsidiaries or subsidiary undertakings whether prepared on
an historic cost basis or a current cost accounting basis or on any
other generally accepted accounting principles shall be definitive for
the purposes of establishing the adjusted share capital and consolidated
reserves.
42
(4) For the purposes of the preceding sub-clauses of this article "moneys
borrowed" when used in relation to the Company and its subsidiaries and
subsidiary undertakings shall not include any amounts or obligations for
the time being owing by any such companies to any other of them but
shall include any fixed or minimum premium payable on final redemption
or repayment and (subject to the foregoing) shall include the following
except to the extent otherwise taken into account:
(a) the principal amount of any debentures (as defined by the
Statutes) notwithstanding that the same may be or have been
issued in whole or part for a consideration other than cash;
(b) the outstanding amount of acceptances (not being acceptances for
the purchase or sale of goods in the ordinary course of trading)
by any bank or accepting house under any acceptance credit
granted to the Company or any of its subsidiaries or subsidiary
undertakings;
(c) the nominal amount of any issued share capital and the principal
amount of any moneys borrowed the redemption or repayment of
which is wholly or partly guaranteed or secured or the subject of
an indemnity given by the Company or any of its subsidiaries or
subsidiary undertakings except in so far as the benefit of any
such guarantee security or indemnity is held by the Company or
any of its subsidiaries or subsidiary undertakings and so that
for this purpose the expression "guarantee" shall mean any
undertaking whether as principal or secondary debtor to answer
for the debt or default of another person;
but shall not include:
(d) amounts borrowed for the purposes of redeeming or repaying within
six months of first being borrowed other moneys borrowed by the
Company or any subsidiary or subsidiary undertaking (otherwise
than from the Company or any other subsidiary or subsidiary
undertaking) pending their application for that purpose within
such period; or
(e) the proportion of the excess outside borrowings of a partly-owned
subsidiary or subsidiary undertaking which corresponds to the
proportion of its equity share capital held otherwise than by the
Company or any other subsidiary or subsidiary undertaking and so
that for this purpose the expression "excess outside borrowings"
shall mean so much of the borrowings of such partly-owned
subsidiary or subsidiary undertaking otherwise than from the
Company and its other subsidiaries or subsidiary undertakings as
exceeds the amounts if any borrowed from it by the Company and
its other subsidiaries or subsidiary undertakings; or
(f) amounts borrowed by the Company or any subsidiary or subsidiary
undertaking for the purpose of financing any contract to the
extent that the price receivable under any such contract is
guaranteed or insured by the Export Credits Guarantee Department
of the Department of Trade or other institution carrying on a
similar business; or
(g) moneys borrowed by a company becoming a subsidiary or subsidiary
undertaking after the date of adoption of this article and
outstanding on the date it becomes a subsidiary or subsidiary
undertaking but so that such non-inclusion shall only apply
43
for a period of six months from the date of such company
becoming a subsidiary or subsidiary undertaking; or
(h) amounts due in respect of any assets leased by the Company or any
subsidiary or subsidiary undertaking including amounts due under
finance leases.
(5) For the purposes of this article "cash deposited" means an amount equal
to the aggregate for the time being outstanding of all cash deposits or
balances on each current account of the Company or any subsidiary or
subsidiary undertaking with any bank (not being a member of the Group),
the realisable value of certificates of deposit and securities of
governments and companies or other readily realisable deposits owned by
any Group company save that in the case of any such items owned by any
Group company which is a partly-owned subsidiary or subsidiary
undertaking only that portion which corresponds to the portion of that
company's issued and paid up equity share capital which is owned,
directly or indirectly, by a Group company shall be taken into account.
(6) No lender or other person dealing with the Company or any of its
subsidiaries or subsidiary undertakings shall be concerned to see or
inquire whether the limit imposed by this article is observed, and no
debt or liability incurred in excess of such limit shall be invalid and
no security given for the same shall be invalid or ineffectual except in
the case of express notice to the lender or recipient of the security or
person to whom the liability is incurred at the time when the debt or
liability was incurred or the security given that the limit hereby
imposed has been or was thereby exceeded.
DELEGATION OF BOARD'S POWERS
86. Delegation to individual directors
The board may entrust to and confer upon any director any of its powers,
authorities and discretions (with power to sub-delegate) on such terms
and conditions as it thinks fit and may revoke or vary all or any of
them, but no person dealing in good faith shall be affected by any
revocation or variation.
87. Committees
(1) The board may delegate any of its powers, authorities and discretions
(with power to sub-delegate) to any committee consisting of such person
or persons (whether directors or not) as it thinks fit, provided that
the majority of the members of the committee are directors and that no
meeting of the committee shall be quorate for the purpose of exercising
any of its powers, authorities or discretions unless a majority of those
present are directors. The board may make any such delegation on such
terms and conditions as it thinks fit and may revoke or vary any such
delegation and discharge any committee wholly or in part, but no person
dealing in good faith shall be affected by any revocation or variation.
Any committee so formed shall, in the exercise of the powers,
authorities and discretions so delegated, conform to any regulations
that may be imposed on it by the board.
(2) The proceedings of a committee with two or more members shall be
governed by any regulations imposed on it by the board and (subject to
such regulations) by the provisions of these articles regulating the
proceedings of the board so far as they are capable of applying.
44
88. Local boards
(1) The board may establish any local or divisional board or agency for
managing any of the affairs of the Company whether in the United Kingdom
or elsewhere and may appoint any persons to be members of a local or
divisional board, or to be managers or agents, and may fix their
remuneration.
(2) The board may delegate to any local or divisional board, manager or
agent any of its powers, authorities and discretions (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.
(3) Any appointment or delegation under this article may be made on such
terms and subject to such conditions as the board thinks fit and the
board may remove any person so appointed, and may revoke or vary any
delegation, but no person dealing in good faith shall be affected by the
revocation or variation.
89. Powers of attorney
The board may by power of attorney or otherwise appoint any person to be
the agent of the Company on such terms (including terms as to
remuneration) as it may decide and may delegate to any person so
appointed any of its powers, authorities and discretions (with power to
sub-delegate). A power of attorney may contain provisions for the
protection and convenience of persons dealing with the attorney as the
board may think fit. The board may remove any person appointed under
this article and may revoke or vary the delegation, but no person
dealing in good faith shall be affected by the revocation or variation.
DIRECTORS' INTERESTS
90. Directors' interests and voting
(1) Subject to the provisions of the Statutes a director shall not be
disqualified by his office from entering into any contract with the
Company, either with regard to his tenure of any office or position in
the management, administration or conduct of the business of the Company
or as vendor, purchaser or otherwise. Subject to the interest of the
director being duly declared, a contract entered into by or on behalf of
the Company in which any director is in any way interested shall not be
liable to be avoided, nor shall any director so interested be liable to
account to the Company for any benefit resulting from the contract, by
reason of the director holding that office or of the fiduciary
relationship established by his holding that office.
(2) A director may hold any other office or place of profit with the Company
(except that of auditor) in conjunction with his office of director for
such period (subject to the provisions of the Statutes) and upon such
terms as the board may decide and may be paid such extra remuneration
for so doing (whether by way of salary, commission, participation in
profits or otherwise) as the board may decide, either in addition to or
in lieu of any remuneration under any other provision of these articles.
(3) A director may be or become a member or director of, or hold any other
office or place of profit under, or otherwise be interested in, any
other company in which the Company may be interested and shall not be
liable to account to the Company for any benefit received by him
45
as a member or director of, or holder of any other office or place of
profit under, or his other interest in, that company.
(4) The board may cause the voting rights conferred by the shares in any
other company held or owned by the Company or exercisable by them as
directors of that other company to be exercised in such manner in all
respects as it thinks fit (including the exercise of voting rights in
favour of any resolution appointing the directors or any of them as
directors or officers of the other company or voting or providing for
the payment of any benefit to the directors or officers of the other
company).
(5) A director may act by himself or his firm in a professional capacity for
the Company (except as auditor) and he or his firm shall be entitled to
remuneration for professional services as if he were not a director.
(6) The board may purchase and maintain for or for the benefit of any person
who holds or has at any time held a relevant office insurance against
any liability incurred by him in respect of any act or omission in the
actual or purported discharge of his duties or in the exercise or
purported exercise of his powers or otherwise in relation to his holding
of a relevant office; and for this purpose "relevant office" means that
of director, officer, employee or auditor in relation to the Company or
any company which is or was a subsidiary undertaking of or associated
with the Company or any predecessor in business of the Company or any
such subsidiary undertaking or associated company, or that of trustee of
any pension fund or retirement, death or disability scheme for the
benefit of any employee of the Company or any such subsidiary
undertaking or associated company.
(7) A director who to his knowledge is in any way, whether directly or
indirectly, interested in a contract with the Company shall declare the
nature of his interest at the meeting of the board at which the question
of entering into the contract is first taken into consideration, if he
knows his interest then exists, or in any other case at the first
meeting of the board after he knows that he is or has become so
interested. For the purposes of this article, a general notice given to
the board by a director to the effect that:
(a) he is a member of a specified company or firm and is to be
regarded as interested in any other contract which may after the
date of the notice be made with that company or firm; or
(b) he is to be regarded as interested in any contract which may
after the date of the notice be made with a specified person who
is connected with him,
shall be deemed to be a sufficient declaration of interest under this
article in relation to any such contract but no such notice shall be
effective unless either it is given at a meeting of the board or the
director takes reasonable steps to secure that it is brought up and read
at the next board meeting after it is given.
(8) A director shall not vote (or be counted in the quorum at a meeting) in
respect of any resolution concerning his own appointment (including
fixing or varying its terms), or the termination of his own appointment,
as the holder of any office or place of profit with the Company or any
other company in which the Company is interested but, where proposals
are under consideration concerning the appointment (including fixing or
varying its terms), or the termination of the appointment, of two or
more directors to offices or places of profit with the Company or any
other company in which the Company is interested, those proposals
46
may be divided and a separate resolution may be put in relation to each
director and in that case each of the directors concerned (if not
otherwise debarred from voting under this article) shall be entitled to
vote (and be counted in the quorum) in respect of each resolution unless
it concerns his own appointment or the termination of his own
appointment.
(9) A director shall also not vote (or be counted in the quorum at a
meeting) in relation to any resolution relating to any contract in which
he knows he and/or any connected person has a material interest and, if
he purports to do so, his vote shall not be counted, but this
prohibition shall not apply and a director may vote (and be counted in
the quorum) in respect of any resolution concerning any one or more of
the following matters:
(a) any contract in which he or any connected person is interested by
virtue of an interest in shares, debentures or other securities
of the Company or otherwise in or through the Company;
(b) the giving of any guarantee, security or indemnity in respect of:
(i) money lent or obligations incurred by him or by any other
person at the request of, or for the benefit of, the
Company or any of its subsidiary undertakings; or
(ii) a debt or obligation of the Company or any of its
subsidiary undertakings for which he himself or any
connected person has assumed responsibility in whole or in
part (either alone or jointly with others) under a
guarantee or indemnity or by the giving of security;
(c) any issue or offer of shares, debentures or other securities of
the Company or any of its subsidiary undertakings in respect of
which he or any connected person is or may be entitled to
participate in his capacity as a holder of any such securities or
as an underwriter or sub-underwriter;
(d) any contract concerning any other company in which he or any
connected person is interested, directly or indirectly and
whether as an officer, shareholder, creditor or otherwise, unless
the director is interested (within the meaning of sections 203 to
205 and sections 208 and 209 of the Act) in shares representing
one per cent. or more of any class of the equity share capital of
that company or of the voting rights available to members of that
company;
(e) the adoption, modification or operation of a pension fund,
retirement, death or disability benefits scheme or an employees'
share scheme under which he may benefit and which either:
(i) relates both to directors and employees and accords to
directors only those privileges and advantages which are
generally accorded to the employees to whom the fund or
scheme relates; or
(ii) has been approved by or is conditional on approval by the
Board of Inland Revenue for taxation purposes; and
(f) the purchase or maintenance of insurance for any director or
officer of the Company against any liability.
47
For the purposes of this paragraph a person is a "connected person" in
relation to a director if that person is deemed to be connected with
that director within the meaning of section 346 of the Act.
(10) In the case of an alternate director, an interest of his appointor shall
be treated as an interest of the alternate in addition to any interest
which the alternate otherwise has.
(11) If any question arises at any meeting as to the materiality of an
interest of a director (other than the chairman of the meeting) or as to
the entitlement of any director (other than the chairman of the meeting)
to vote and the question is not resolved by his voluntarily agreeing to
abstain from voting, the question shall be referred to the chairman of
the meeting and his ruling in relation to the director concerned shall
be final and conclusive except in a case where the nature or extent of
the interest of the director concerned, so far as known to him, has not
been fairly disclosed. If any question shall arise in respect of the
chairman of the meeting and is not resolved by his voluntarily agreeing
to abstain from voting, the question shall be decided by a resolution of
the board (for which purpose the chairman shall be counted in the quorum
but shall not vote on the matter) and the resolution shall be final and
conclusive except in a case where the nature or extent of the interest
of the chairman, so far as known to him, has not been fairly disclosed.
(12) In this article references to a contract include references to any
proposed contract and to any transaction or arrangement whether or not
constituting a contract.
(13) The Company may by ordinary resolution suspend or relax the provisions
of this article to any extent or ratify any contract not duly authorised
by reason of a contravention of this article.
PROCEEDINGS OF THE BOARD
91. Board meetings
The board may meet for the despatch of business, adjourn and otherwise
regulate its meetings as it thinks fit. A director at any time may, and
the secretary at the request of a director at any time shall, summon a
board meeting.
92. Notice of board meetings
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 given
in writing or by electronic means to him at his last known address or
any other address given by him to the Company for this purpose. A
director absent or intending to be absent from the United Kingdom may
request the board that notices of board meetings shall during his
absence be sent in writing to him (or to his alternate) at an address
given by him to the Company for this purpose, but if no such request is
made it shall not be necessary to give notice of a board meeting to any
director who is for the time being absent from the United Kingdom. If
notice is given, following request, to a director who is absent from the
United Kingdom, the Company shall be under no obligation to ensure that
notice is received by the director prior to the date of the board
meeting. A director may waive notice of any meeting either prospectively
or retrospectively.
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93. Quorum
The quorum necessary 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. Subject to the provisions of these articles, 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 other director objects and if
otherwise a quorum of directors would not be present.
94. Chairman or deputy chairman to preside
(1) The board may appoint a chairman and one or more deputy chairman or
chairmen upon such terms as to remuneration and otherwise as they may
think fit and may at any time revoke any such appointment.
(2) The chairman, or failing him any deputy chairman (the senior in office
taking precedence, if more than one is present), shall, if present and
willing, preside at all meetings of the directors but, if no chairman or
deputy chairman has been appointed, or if he is not present within five
minutes after the time fixed for holding the meeting or is unwilling to
act as chairman of the meeting, the directors present shall choose one
of their number to act as chairman of the meeting.
95. Competence of meetings
A meeting of the board at which a quorum is present shall be competent
to exercise all the powers, authorities and discretions for the time
being vested in or exercisable by the board.
96. Voting
Questions arising at any meeting of the board shall be determined by a
majority of votes. In the case of an equality of votes the chairman of
the meeting shall have a second or casting vote.
97. Telephone board meetings
(1) A meeting of the board may consist of a conference between directors
some or all of whom are in different places provided that each director
may participate in the business of the meeting whether directly, by
telephone or by any other electronic means.
(2) A quorum is deemed to be present if at least the number of directors
required to form a quorum, subject to the provisions of article 84, may
participate in the business of the meeting.
(3) A board meeting held in this way is deemed to take place at the place
where the largest group of participating directors is assembled or, if
no such group is readily identifiable, at the place from where the
chairman of the meeting participates.
98. Resolutions without meetings
A resolution which is signed or approved by all the directors entitled
to vote on that resolution or by each member of a committee shall be as
valid and effectual as if it had been passed at a meeting of the
directors or, as the case may be, of a committee duly called and
49
constituted. The resolution may be contained in one document or
electronic communication or in several documents or electronic
communications in like form, each signed or approved by one or more of
the directors concerned. For the purpose of this article:
(a) the signature or approval of an alternate director (if any) shall
suffice in place of the signature of the director appointing him;
and
(b) the approval of a director or alternate director shall be given
in writing or by electronic means.
99. Validity of acts of directors in spite of formal defect
All acts bona fide done by a meeting of the board, or of a committee, or
by any person acting as a director or a member of a committee, shall,
notwithstanding that it is afterwards discovered that there was some
defect in the appointment of any member of the board or committee or of
the person so acting, or that they or any of them were disqualified or
had vacated office or were not entitled to vote, be as valid as if every
such person had been duly appointed and qualified to be a director and
had continued to be a director or member of the committee and had been
entitled to vote.
100. Minutes
The board shall cause minutes to be made in books kept for the purpose:
(a) of all appointments of officers made by the board;
(b) of the names of all the directors present at each meeting of the
board and of any committee; and
(c) of all resolutions and proceedings of all meetings of the Company
and of any class of members, and of the directors and of any
committee.
101. President
The board may from time to time elect a President of the Company and may
determine the period for which he should hold office. Such President may
be either honorary or paid such remuneration as the board in its
discretion shall think fit, and need not be a director but shall, if not
a director, be entitled to receive notice of and attend and speak, but
not to vote, at all meetings of the board.
SECRETARY
102. Secretary
(1) The secretary shall be appointed by the board for such term, at such
remuneration and on such conditions as it thinks fit, and the board may
remove from office any person so appointed (without prejudice to any
claim for damages for breach of any contract between him and the
Company).
(2) Any provision of the Statutes or these articles required or authorised
to be done by the secretary may, if the office is vacant or there is for
any other reason no secretary capable of
50
acting, be done by or to any assistant or deputy secretary or, if there
is no assistant or deputy secretary capable of acting, by or to any
officer of the Company authorised generally or specially in that behalf
by the board.
SEAL
103. Seal
(1) The Company may exercise the powers conferred by the Statutes with
regard to having official seals and those powers shall be vested in the
board.
(2) The board shall provide for the safe custody of every seal of the
Company.
(3) A seal shall be used only by the authority of the board or a duly
authorised committee but that authority may consist of an instruction or
approval given in writing or by electronic means or telephone by a
majority of the directors or of the members of a duly authorised
committee whether before or after the use of the seal.
(4) The board may determine who shall sign any instrument to which a seal is
applied, either generally or in relation to a particular instrument or
type of instrument, and may also determine, either generally or in any
particular case, that such signatures shall be dispensed with or affixed
by some mechanical means.
(5) Unless otherwise decided by the board:
(a) certificates for shares, debentures or other securities of the
Company issued under seal need not be signed; and
(b) every other instrument to which a seal is applied shall be signed
by at least one director and the secretary or by at least two
directors.
(6) The Company may have an official seal for use abroad under the
provisions of the Statutes, where and as the board shall determine, and
the Company may by writing under the Common Seal appoint any agent or
committee abroad to be the duly authorised agent of the Company for the
purpose of affixing and using such official seal and may impose such
restrictions on the use of it as the board may think fit.
AUTHENTICATION OF DOCUMENTS
104. Authentication of documents
Any director or the secretary or any person appointed by the directors
for the purpose shall have power to authenticate any documents affecting
the constitution of the Company and resolutions passed by 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 (the
"records"), and to certify copies of or extracts from records as true
copies or extracts; and where records are elsewhere than at the office,
the local manager or other officer of the Company having the custody of
them shall be deemed to be a person appointed by the directors as stated
above.
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NEGOTIABLE INSTRUMENTS, RECEIPTS ETC.
105. Negotiable instruments, receipts etc.
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 board shall from
time to time by resolution determine.
DIVIDENDS
106. Declaration of dividends by the Company
The Company may, by ordinary resolution, declare a dividend to be paid
to the members, according to their respective rights and interests in
the profits, and may fix the time for payment of such dividend, but no
dividend shall exceed the amount recommended by the board.
107. Fixed and interim dividends
The board may pay such interim dividends as appear to the board to be
justified by the financial position of the Company and may also pay any
dividend payable at a fixed rate at intervals settled by the board
whenever the financial position of the Company, in the opinion of the
board, justifies its payment. If the board acts in good faith, none of
the directors shall incur any liability to the holders of shares
conferring preferred rights for any loss they may suffer in consequence
of the payment of an interim dividend on any shares having non-preferred
or deferred rights.
108. Calculation and currency of dividends
(1) Except insofar as the rights attaching to, or the terms of issue of, any
share otherwise provide:
(a) all dividends shall be declared and paid according to the amounts
paid up on the shares in respect of which the dividend is paid,
but no amount paid up on a share in advance of calls shall be
treated for the purposes of this article as paid up on the share;
(b) 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; and
(c) dividends may be declared or paid in any currency.
(2) The board may agree with any member that dividends which may at any time
or from time to time be declared or become due on his shares in one
currency shall be paid or satisfied in another, and may agree the basis
of conversion to be applied and how and when the amount to be paid in
the other currency shall be calculated and paid and for the Company or
any other person to bear any costs involved.
52
109. Method of payment
(1) The Company may pay any dividend or other sum payable in respect of a
share in cash or by cheque, dividend warrant, or money order and may
send the same by post to the registered address of the holder or in the
case of joint holders to the registered address of that person whose
name stands first in the register, or to such person and address as the
holder or joint holders may direct in writing. Every cheque, warrant, or
order is sent at the risk of the person or persons entitled to the money
represented by it and shall be made payable to such person or persons or
as he or they may direct in writing and the payment of the cheque,
warrant or order shall be a good discharge to the Company.
(2) In addition, any such dividend or other sum may be paid by any bank or
other funds transfer system or by such other means and to or through
such person as the holder or joint holders may direct in writing, and
the Company shall have no responsibility for any sums lost or delayed in
the course of any such transfer or when it has acted on any such
direction.
(3) Any dividend or other sum payable in respect of a share may be paid to a
person or persons entitled by transmission to that share as if he or
they were the holder or joint holders of that share and his address (or
the address of the first named of two or more persons jointly entitled)
noted in the register were the registered address. Any joint holder or
other person jointly entitled to any share may give an effective receipt
for all dividends and other moneys paid in respect of the share.
110. Dividends not to bear interest
No dividend or other moneys payable by the Company on or in respect of
any share shall bear interest as against the Company unless otherwise
provided by the rights attached to the share.
111. Calls or debts may be deducted from dividends
(1) The board may deduct from any dividend or other moneys payable to any
person (either alone or jointly with another) on or in respect of a
share all such sums as may be due from him (either alone or jointly with
another) to the Company on account of calls or otherwise in relation to
shares of the Company.
(2) The board may retain any dividend or other moneys payable on or in
respect of a share on which the Company has a lien, and may apply the
dividend or other moneys payable in or towards satisfaction of the
debts, liabilities or engagements in respect of which the lien exists.
112. Unclaimed dividends etc.
All unclaimed dividends, interest or other sums payable may be invested
or otherwise made use of by the board for the benefit of the Company
until claimed. All dividends unclaimed for a period of twelve years
after having become due for payment shall be forfeited and cease to
remain owing by the Company. The payment of any unclaimed dividend,
interest or other sum payable by the Company on or in respect of any
share into a separate account shall not constitute the Company a trustee
in respect of it.
53
113. Uncashed dividends
If a cheque, warrant or order for a dividend or other sum payable in
respect of a share sent by the Company to the person entitled to it is
returned to the Company or left uncashed and, after reasonable
enquiries, the Company is unable to establish any new address for that
person or if such a cheque, warrant or order is returned to the Company
or left uncashed on two consecutive occasions, the Company shall not be
obliged to send any dividends or other sums payable in respect of that
share due to that person until he notifies the Company of an address to
be used for the purpose.
114. Dividends in specie
(1) With the sanction of an ordinary resolution of the Company and on the
recommendation of the board payment of any dividend may be satisfied
wholly or in part by the distribution of specific assets and in
particular of paid up shares or debentures of any other company.
(2) Where any difficulty arises in regard to the distribution, the board may
settle the difficulty as it thinks fit and in particular may issue
fractional certificates or ignore fractions, and may fix the value for
distribution of the specific assets or any part of them, and may
determine that cash payments be made to any members upon the footing of
the value so fixed in order to secure equality of distribution, and may
vest any of the specific assets in trustees upon such trusts for the
persons entitled to the dividend as the board may think fit and no
valuation, adjustment or arrangement made in accordance with this
article shall be questioned by any member.
115. Scrip dividends
(1) The board may, if authorised by an ordinary resolution of the Company,
offer any holders of ordinary shares the right to elect to receive
further shares (whether or not of that class), credited as fully paid,
instead of cash in respect of all (or some part) of any dividend
specified by the ordinary resolution (a "scrip dividend") in accordance
with the following provisions of this article.
(2) The ordinary resolution may specify a particular dividend (whether or
not already declared) or may specify all or any dividends declared
within a specified period, but such period may not end later than five
years after the date of the meeting at which the ordinary resolution is
passed.
(3) The basis of allotment shall be decided by the board so that, as nearly
as may be considered convenient, the value of the further shares,
including any fractional entitlement, is equal to the amount of the cash
dividend which would otherwise have been paid (disregarding the amount
of any associated tax credit).
(4) For the purposes of paragraph (3) above the value of the further shares
shall be calculated by reference to the middle-market quotation for a
fully paid ordinary share, adjusted if necessary for the proposed
dividend, as shown in the London Stock Exchange Daily Official List or
as established from such other source as the board considers appropriate
, for the five business days immediately preceding or following the
announcement of the cash dividend to which the scrip dividend relates,
as the board may decide.
54
(5) The board shall give notice to the ordinary shareholders of their rights
of election in respect of the scrip dividend and shall specify the
procedure to be followed in order to make an election.
(6) The dividend or that part of it in respect of which an election for the
scrip dividend is made shall not be paid and instead further shares
shall be allotted in accordance with elections duly made and the board
shall capitalise a sum equal to the aggregate nominal amount of the
shares to be allotted out of such sums available for the purpose as the
board may consider appropriate.
(7) The further shares so allotted shall rank pari passu in all respects
with the fully paid ordinary shares then in issue except as regards
participation in the relevant dividend.
(8) The board may decide that the right to elect for any scrip dividend
shall not be made available to shareholders resident in any territory
where, in the opinion of the board, compliance with local laws or
regulations would be unduly onerous.
(9) The board may do all acts and things considered necessary or expedient
to give effect to the provisions of a scrip dividend election and the
issue of any ordinary shares in accordance with the provisions of this
article, and may make such provisions as they think fit for the case of
shares becoming distributable in fractions (including provisions under
which, in whole or in part, the benefit of fractional entitlements
accrues to the Company rather than to the members concerned).
(10) The board may from time to time establish or vary a procedure for
election mandates, under which a holder of ordinary shares may, in
respect of any future dividends for which a right of election pursuant
to this article is offered, elect to receive shares in lieu of such
dividend on the terms of such mandate.
CAPITALISATION OF RESERVES
116. Capitalisation of reserves
(1) The board may, with the authority of an ordinary resolution of the
Company:
(a) resolve to capitalise any sum standing to the credit of any
reserve account of the Company (including share premium account
and capital redemption reserve) or any sum standing to the credit
of profit and loss account not required for the payment of any
preferential dividend (whether or not it is available for
distribution); and
(b) appropriate that sum as capital to the ordinary shareholders in
proportion to the nominal amount of the ordinary share capital
held by them respectively and apply that sum on their behalf in
paying up in full any unissued shares or debentures of the
Company of a nominal amount equal to that sum and allot the
shares or debentures credited as fully paid to those members, or
as they may direct, in those proportions or in paying up the
whole or part of any amounts which are unpaid in respect of any
issued shares in the Company held by them respectively, or
otherwise deal with such sum as directed by the resolution
provided that the share premium account and the capital
redemption reserve and any sum not available for distribution in
accordance with the Statutes may only be applied in paying up
unissued shares to be allotted credited as fully paid up.
55
(2) Where any question arises in respect of any distribution of any
capitalised reserve or other sum, the board may settle the question as
it thinks fit and in particular may make such provisions as it thinks
fit in the case of shares or debentures becoming distributable in
fractions (including provisions under which, in whole or in part, the
benefit of fractional entitlements accrues to the Company rather than
the members concerned) or ignore fractions and may fix the value for
distribution of any fully paid up shares or debentures and may determine
that cash payments be made to any members on the footing of the value so
fixed in order to secure equality of distribution, and may vest any
shares or debentures in trustees upon such trusts for the persons
entitled to share in the distribution as the board may think fit.
(3) The board may also authorise any person to sign on behalf of the persons
entitled to share in the distribution a contract for the acceptance by
those persons of the shares or debentures to be allotted to them
credited as fully paid under a capitalisation and any such contract
shall be binding on all those persons.
117. Capitalisation of reserves - employees' share schemes
(1) This article (which is without prejudice to the generality of the
provisions of the immediately preceding article) applies:
(a) where a person is granted pursuant to an employees' share scheme
a right to subscribe for shares in the Company in cash at a
subscription price less than their nominal value; and
(b) where, pursuant to an employees' share scheme, the terms on which
any person is entitled to subscribe in cash for shares in the
Company are adjusted as a result of a capitalisation issue,
rights issue or other variation of capital so that the
subscription price is less than their nominal value.
(2) In any such case the board:
(a) shall transfer to a reserve account a sum equal to the deficiency
between the subscription price and the nominal value of the
shares (the "cash deficiency") from the profits or reserves of
the Company which are available for distribution and not required
for the payment of any preferential dividend; and
(b) (subject to paragraph (4) below) shall not apply that reserve
account for any purpose other than paying up the cash deficiency
upon the allotment of those shares.
(3) Whenever the Company is required to allot shares pursuant to such a
right to subscribe, the board shall (subject to the Statutes)
appropriate to capital out of the reserve account an amount equal to the
cash deficiency applicable to those shares, apply that amount in paying
up the deficiency on the nominal value of those shares and allot those
shares credited as fully paid to the person entitled to them.
(4) If any person ceases to be entitled to subscribe for shares as described
above, the restrictions on the reserve account shall cease to apply in
relation to such part of the account as is equal to the amount of the
cash deficiency applicable to those shares.
56
(5) No right shall be granted under any employees' share scheme under
paragraph (1)(a) and no adjustment shall be made as mentioned in
paragraph (1)(b) unless there are sufficient profits or reserves of the
Company available for distribution and not required for the payment of
any preferential dividend to permit the transfer to a reserve account in
accordance with this article of an amount sufficient to pay up the cash
deficiency applicable to the shares concerned.
RECORD DATES
118. Fixing of record dates
(1) Notwithstanding any other provision of these articles, but without
prejudice to any rights attached to any shares, the Company or the board
may fix a date as the record date by reference to which a dividend will
be declared or paid or a distribution, allotment or issue made, and that
date may be before, on or after the date on which the dividend,
distribution, allotment or issue is declared, paid or made.
(2) In the absence of a record date being fixed, entitlement to any
dividend, distribution, allotment or issue shall be determined by
reference to the date on which the dividend is declared or the
distribution, allotment or issue is made.
ACCOUNTS
119. Accounting records
(1) The board shall cause accounting records of the Company to be kept in
accordance with the provisions of the Statutes.
(2) No member (as such) shall have any right of inspecting any account, book
or document of the Company, except as conferred by law or authorised by
the board or by any ordinary resolution of the Company.
(3) The Company may send summary financial statements to members instead of
copies of its full accounts and reports.
NOTICES
120. Form of Notices
(1) Except where otherwise expressly stated, any notice to be served on or
given to any person or by any person pursuant to these articles shall be
in writing or to the extent permitted by the Statutes and subject to
paragraph (2), contained in an electronic communication.
(2) The board may from time to time specify the form and manner in which a
notice may be given to the Company by electronic means, including one or
more addresses for the receipt of an electronic communication, and may
prescribe such procedures as it thinks fit for verifying the
authenticity or integrity of any such electronic communication. A notice
may be given to the Company by electronic means only if it is given in
accordance with the requirements specified by the board.
57
121. Manner of giving notices
(1) A notice in writing, document or other communication may be given or
served by the Company on any member either personally or by sending it
through the post addressed to the member at his registered address or by
leaving it at that address.
(2) Subject to the Statutes, a notice, document or other communication may
be given by the Company to any member by electronic means to such
address as may from time to time be authorised by the member concerned
or by publishing it on a website and notifying the member concerned, in
such manner as he may from time to time authorise, that it has been so
published.
(3) In the case of joint holders of a share, any notice, document or other
communication given or served by the Company in any manner permitted by
these articles to the joint holder who is named first in the register in
respect of the joint holders shall be deemed to be given to all other
holders of the share.
(4) 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 served on him shall be entitled to have notices served on
him at that address but, unless he does so, shall not be entitled to
receive any notice from the Company.
122. Notice by advertisement
If at any time by reason of the suspension or curtailment of postal
services within the United Kingdom the Company is unable effectively to
convene a general meeting by notices sent through the post, a general
meeting may be convened by a notice advertised in at least one national
newspaper. In any such case the Company shall send confirmatory copies
of the notice by post to those members to whom notice cannot be given by
electronic means if at least six clear days before the meeting the
posting of notices to addresses throughout the United Kingdom again
becomes practicable.
123. When notice is deemed given
(1) Any notice in writing, document or other communication if served by
first class post, shall be deemed to have been served on the day
following that on which the envelope containing it is put into the post,
or, if served by second class post, shall be deemed to have been served
on the second day following that on which the envelope containing it was
put into the post and in proving that a notice, document or other
communication has been given it shall be sufficient to prove that the
letter, envelope or wrapper containing the notice, document or other
communication was properly addressed, prepaid and put into the post.
(2) Any notice in writing or other document not sent by post but left at a
registered address or address at which a notice or other document may be
given shall be deemed to have been served or delivered on the day it was
so left.
(3) Any notice, document or other communication, if sent by electronic means
(including through any relevant system), shall be deemed to have been
given on the day following that on which the electronic communication
was sent by or on behalf of the Company.
58
(4) Where notice is given by way of newspaper advertisement, such notice
shall be deemed to have been given on each member or person entitled to
receive it at noon on the day when the advertisement appears or, if it
appears on different days, at noon on the first of the days when the
advertisement appears.
(5) A member present, either in person or by proxy, at any meeting of the
Company or class of members of the Company shall be deemed to have
received notice of the meeting and, where requisite, of the purposes for
which the meeting was convened.
(6) Every person who becomes entitled to a share shall be bound by every
notice (other than a notice in accordance with section 212 of the Act)
in respect of that share which before his name is entered in the
register was given to the person from whom he derives his title to the
share.
124. Returned notices
A member shall not be entitled to receive any communication from the
Company if two consecutive communications addressed to him, and properly
given under these articles, have been returned to the Company
undelivered but he shall again become entitled to receive communications
following written notice from him to the Company of a new or corrected
registered address (or, in the case of a member whose registered address
is not within the United Kingdom, a new address for the service of
notices). For the purposes of this article, references to a
communication include (without limitation) notices of general meetings
and any cheque or other instrument of payment; but nothing in this
article shall entitle the Company to cease sending any cheques, warrants
or orders for dividends or other monies payable in respect of shares,
unless it is so entitled under article 113.
125. Record date for giving notices
Any notice, document or other communication may be given by the Company
by reference to the register as it stands at any time not more than 15
days before the date such notice or other communication is given. No
change in the register after that time shall invalidate the giving of
such notice, document or other communication.
126. Notice to person entitled by transmission
Where a person is entitled by transmission to a share, any notice or
other communication shall be given to him, as if he were the holder of
that share and his address noted in the register were his registered
address. In any other case, any notice or other communication given to
any member pursuant to these articles shall, notwithstanding that the
member is then dead or bankrupt or that any other event giving rise to
the transmission of the share by operation of law has occurred and
whether or not the Company has notice of the death, bankruptcy or other
event, be deemed to have been properly served or delivered in respect of
any share registered in the name of that member as sole or joint holder.
DESTRUCTION OF DOCUMENTS
127. Destruction of documents
(1) The board may authorise or arrange the destruction of documents held by
the Company as follows:
59
(a) at any time after the expiration of six years from the date of
registration, all instruments of transfer of shares and all other
documents transferring or purporting to transfer shares or
representing or purporting to represent the right to be
registered as the holder of shares on the faith of which entries
have been made in the register;
(b) at any time after the expiration of one year from the date of
cancellation, all registered share certificates which have been
cancelled;
(c) at any time after the expiration of two years from the date of
recording them, all dividend mandates and notifications of change
of address; and
(d) at any time after the expiration of one year from the date of
actual payment, all paid dividend warrants and cheques.
(2) It shall conclusively be presumed in favour of the Company that:
(a) 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;
(b) every instrument of transfer so destroyed was a valid and
effective instrument duly and properly registered;
(c) every share certificate so destroyed was a valid certificate duly
and properly cancelled;
(d) every other document mentioned in paragraph (1) above so
destroyed was a valid and effective document in accordance with
the particulars of it recorded in the books and records of the
Company; and
(e) every paid dividend warrant and cheque so destroyed was duly
paid.
(3) The provisions of paragraph (2) above shall apply only to the
destruction of a document in good faith and without notice of any claim
(regardless of the parties to it) to which the document might be
relevant.
(4) Nothing in this article shall be construed as imposing on the Company or
the board any liability in respect of the destruction of any document
earlier than as stated in paragraph (1) above or in any other
circumstances in which liability would not attach to the Company or the
board in the absence of this article.
(5) References in this article to the destruction of any document include
references to its disposal in any manner.
WINDING UP
128. Powers to distribute in specie
If the Company is in liquidation, the liquidator may, with the sanction
of an extraordinary resolution of the Company and any other sanction
required by the Statutes:
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(a) divide among the members in specie the whole or any part of the
assets of the Company and, for that purpose, value any assets and
determine how the division shall be carried out as between the
members or different classes of members; or
(b) vest the whole or any part of the assets in trustees upon such
trusts for the benefit of members as the liquidator, with the
like sanction, shall think fit. No member shall be compelled to
accept any assets upon which there is any liability.
INDEMNITY
129. Indemnity of officers
Subject to the provisions of and to the extent permitted by the
Statutes, every director or other officer (excluding an auditor) of the
Company shall be indemnified out of the assets of the Company against
all liabilities incurred by him in the actual or purported execution or
discharge of his duties or the exercise or purported exercise of his
powers or otherwise in relation to or in connection with his duties,
powers or office but:
(a) this indemnity shall not apply to any liability to the extent
that it is recovered from any other person; and
(b) the indemnity is subject to such officer taking all reasonable
steps to effect such recovery, to the intent that the indemnity
shall not apply where an alternative right of recovery is
available and capable of being enforced.
* * * * * *
INDEX
Page
ARTICLES OF ASSOCIATION
PRELIMINARY.......................................................................1
1. Table A not to apply.......................................................1
2. Interpretation.............................................................2
SHARE CAPITAL.....................................................................4
3. Authorised share capital...................................................4
4. Rights attached to shares.................................................12
5. Unissued shares...........................................................13
6. Authority to allot relevant securities....................................13
7. Dis-application of pre-emption rights.....................................13
8. Power to pay commission and brokerage.....................................14
9. Power to increase, consolidate, sub-divide and cancel shares..............14
10. Power to issue redeemable shares..........................................15
11. Power to purchase own shares..............................................15
12. Power to reduce capital...................................................15
13. Share warrants............................................................15
14. Trusts not recognised.....................................................16
VARIATION OF RIGHTS..............................................................16
15. Variation of rights.......................................................16
SHARE CERTIFICATES...............................................................17
16. Issue of certificates.....................................................17
17. Charges for and replacement of certificates...............................17
UNCERTIFICATED SHARES............................................................18
18. Uncertificated shares - general powers....................................18
LIEN ON SHARES...................................................................19
19. Lien on partly paid shares................................................19
20. Enforcement of lien.......................................................19
CALLS ON SHARES..................................................................19
21. Calls.....................................................................19
22. Interest on calls and unpaid calls........................................20
23. Sums treated as calls.....................................................20
24. Power to differentiate....................................................20
25. Payment of calls in advance...............................................20
FORFEITURE OF SHARES.............................................................20
26. Notice of unpaid calls....................................................20
27. Forfeiture on non-compliance with notice..................................21
28. Power to annul forfeiture or surrender....................................21
29. Disposal of forfeited or surrendered shares...............................21
30. Arrears to be paid notwithstanding forfeiture or surrender................21
UNTRACED MEMBERS.................................................................22
31. Sale of shares of untraced members........................................22
32. Application of proceeds of sale...........................................23
TRANSFER OF SHARES...............................................................23
33. Right to transfer shares..................................................23
34. Transfers of uncertificated shares........................................23
35. Transfers of certificated shares..........................................23
36. No fee payable............................................................24
37. Other provisions relating to transfers....................................24
38. Notice of refusal.........................................................24
TRANSMISSION OF SHARES...........................................................24
39. Transmission on death.....................................................24
40. Election of person entitled by transmission...............................25
41. Rights of person entitled by transmission.................................25
DISCLOSURE OF INTERESTS IN SHARES................................................25
42. Disclosure of interests in shares.........................................25
GENERAL MEETINGS.................................................................27
43. Annual general meetings...................................................27
44. Extraordinary general meetings............................................27
45. Convening of extraordinary general meetings...............................27
NOTICE OF GENERAL MEETINGS.......................................................28
46. Length and form of notice.................................................28
47. Omission or non-receipt of notice.........................................28
PROCEEDINGS AT GENERAL MEETINGS..................................................28
48. Quorum....................................................................28
49. Security..................................................................29
50. Chairman..................................................................29
51. Directors entitled to attend and speak....................................29
52. Meeting at more than one place............................................29
53. Adjournment...............................................................30
54. Amendments................................................................30
55. Method of voting and demand for poll......................................30
56. How poll to be taken......................................................31
57. Chairman's casting vote...................................................31
VOTES OF MEMBERS.................................................................32
58. Voting rights.............................................................32
59. Representation of corporations............................................32
60. Voting rights of joint holders............................................32
61. Voting rights of members incapable of managing their affairs..............32
62. Voting rights suspended where sums overdue................................33
63. Objections to admissibility of votes......................................33
PROXIES33
64. Proxies...................................................................33
65. Appointment of proxy......................................................33
66. Receipt of proxy..........................................................34
67. Notice of revocation of proxy.............................................35
DIRECTORS........................................................................35
68. Number of directors.......................................................35
69. Directors need not be members.............................................35
70. Age of directors..........................................................35
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS.................................35
71. Appointment of directors by the Company...................................35
72. Separate resolutions for appointment of each director.....................36
73. The board's power to appoint directors....................................36
74. Retirement of directors...................................................36
75. Removal of directors......................................................36
76. Vacation of office of director............................................37
77. Executive directors.......................................................37
ALTERNATE DIRECTORS..............................................................38
78. Power to appoint alternate directors......................................38
REMUNERATION, EXPENSES AND PENSIONS..............................................39
79. Remuneration of directors.................................................39
80. Special remuneration......................................................39
81. Expenses..................................................................39
82. Pensions and other benefits...............................................39
POWERS OF THE BOARD..............................................................40
83. General powers of the board to manage Company's business..................40
84. Power to act notwithstanding vacancy......................................40
85. Power to borrow money.....................................................40
DELEGATION OF BOARD'S POWERS.....................................................43
86. Delegation to individual directors........................................43
87. Committees................................................................43
88. Local boards..............................................................44
89. Powers of attorney........................................................44
DIRECTORS' INTERESTS.............................................................44
90. Directors' interests and voting...........................................44
PROCEEDINGS OF THE BOARD.........................................................47
91. Board meetings............................................................47
92. Notice of board meetings..................................................47
93. Quorum....................................................................48
94. Chairman or deputy chairman to preside....................................48
95. Competence of meetings....................................................48
96. Voting....................................................................48
97. Telephone board meetings..................................................48
98. Resolutions without meetings..............................................48
99. Validity of acts of directors in spite of formal defect...................49
100. Minutes...................................................................49
101. President.................................................................49
SECRETARY........................................................................49
102. Secretary.................................................................49
SEAL 50
103. Seal......................................................................50
AUTHENTICATION OF DOCUMENTS......................................................50
104. Authentication of documents...............................................50
NEGOTIABLE INSTRUMENTS, RECEIPTS ETC.............................................51
105. Negotiable instruments, receipts etc......................................51
DIVIDENDS........................................................................51
106. Declaration of dividends by the Company...................................51
107. Fixed and interim dividends...............................................51
108. Calculation and currency of dividends.....................................51
109. Method of payment.........................................................52
110. Dividends not to bear interest............................................52
111. Calls or debts may be deducted from dividends.............................52
112. Unclaimed dividends etc...................................................52
113. Uncashed dividends........................................................53
114. Dividends in specie.......................................................53
115. Scrip dividends...........................................................53
CAPITALISATION OF RESERVES.......................................................54
116. Capitalisation of reserves................................................54
117. Capitalisation of reserves - employees' share schemes.....................55
RECORD DATES.....................................................................56
118. Fixing of record dates....................................................56
ACCOUNTS.........................................................................56
119. Accounting records........................................................56
NOTICES56
120. Form of Notices...........................................................56
121. Manner of giving notices..................................................57
122. Notice by advertisement...................................................57
123. When notice is deemed given...............................................57
124. Returned notices..........................................................58
125. Record date for giving notices............................................58
126. Notice to person entitled by transmission.................................58
DESTRUCTION OF DOCUMENTS.........................................................58
127. Destruction of documents..................................................58
WINDING UP.......................................................................59
128. Powers to distribute in specie............................................59
INDEMNITY........................................................................60
129. Indemnity of officers.....................................................60