MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY
COURT OF SESSION, SCOTLAND
COPY INTERLOCUTOR
in Petition of
(First) THE ROYAL BANK OF SCOTLAND, a Company incorporated by Royal
Charters of 1727 and subsequent years and having its head office at St.
Andrew Square, Edinburgh; and (Second) NATIONAL COMMERCIAL BANK OF
SCOTLAND LIMITED, a Company incorporated by Royal Charters of 1831 and
1925 and registered under the Companies Acts 1862 to 1880 and having its
registered office at 42, St. Andrew Square, Edinburgh,
for
Sanction of a Scheme of Arrangement under Section 206 of the
Companies Act 1948.
Edinburgh 12th July, 1968. The Lords having considered the Petition and
proceedings along with the Report by Mr I. R. Guild, W.S., Edinburgh Sanction
the Scheme of Arrangement appended to the petition: Direct the registration with
the Registrar of Companies in Scotland of this Order and of copies of the said
Scheme of Arrangement as certified by the Solicitors of The Royal Bank of
Scotland and the National Commercial Bank of Scotland Limited: Direct notice of
such registration, when made, to be given by advertisement once in the Edinburgh
Gazette and once in the Scotsman, Glasgow Herald, Dundee Courier and Advertiser,
Aberdeen Press and Journal, Times, Guardian, and Financial Times newspapers: and
decern.
"J. L. CLYDE I.P.D."
1
No. 45551
[LOGO]
CERTIFICATE OF
INCORPORATION
I HEREBY CERTIFY
that National and Commercial Banking Group Limited
is this day incorporated under the Companies Act, 1948, and that this Company is
LIMITED.
SIGNED by me at Edinburgh, this Twenty-fifth day of March One Thousand Nine
Hundred and Sixty-eight
/s/ Signature
-----------------------
Registrar of Companies
[LOGO]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
No. 45551
I hereby certify that
National and Commercial Banking Group Limited
having by special resolution and with the approval of the Department of Trade
changed its name, is now incorporated under the name of
THE ROYAL BANK OF SCOTLAND GROUP LIMITED
Given under my hand at Edinburgh the 3 September 1979
/s/ Signature
---------------------
Registrar of Companies
[LOGO]
CERTIFICATE OF INCORPORATION
ON RE-REGISTRATION
AS A PUBLIC COMPANY
No. 45551
I hereby certify that
The Royal Bank of Scotland Group public limited company
has this day been re-registered under the Companies Acts 1948 to 1980 as a
public company, and that the Company is limited.
Dated at Edinburgh the 10 March 1982
/s/ Signature
---------------------
Registrar of Companies
No. 45551
THE COMPANIES ACTS 1948 TO 1967
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTION
OF
NATIONAL AND COMMERCIAL
BANKING GROUP LIMITED
Passed 30th December 1969
At the ANNUAL GENERAL MEETING of the members of NATIONAL AND COMMERCIAL
BANKING GROUP LIMITED duly convened and held at the North British Hotel,
Edinburgh, on 30th December 1969 the following Resolution was duly passed as a
SPECIAL RESOLUTION:--
"THAT the Bill intituled 'A Bill to provide for the transfer to Williams &
Glyn's Bank Limited of the undertakings of Glyn, Mills & Co., The National
Bank Limited and Williams Deacon's Bank Limited and for other purposes
incidental thereto and consequential thereupon' applied for by National
and Commercial Banking Group Limited in the month of November 1969 and as
proposed to be presented to the House of Commons or introduced in the
House of Lords is hereby approved subject to such additions, alterations
and variations as Parliament may think fit to make therein."
J. O. BLAIR-CUNYNGHAME,
Chairman
2
No. 45551
THE COMPANIES ACTS 1948 TO 1976
SPECIAL RESOLUTION
OF
NATIONAL AND COMMERCIAL
BANKING GROUP LIMITED
PASSED 4TH JULY, 1979
At an EXTRAORDINARY GENERAL MEETING of the members of NATIONAL AND
COMMERCIAL BANKING GROUP LIMITED duly convened and held at the Registered Office
of the Company at 36 St Andrew Square, Edinburgh, on 4th July, 1979 the
following Resolution was duly passed as a SPECIAL RESOLUTION:--
RESOLUTION
That the name of the company be changed from `National and Commercial
Banking Group Limited' to `The Royal Bank of Scotland Group Limited' with effect
from the 3rd day of September 1979 or as soon thereafter as the Department of
Trade may approve.
M. A. R. HERRIES,
Chairman
3
No. 45551
THE COMPANIES ACTS 1948 TO 1981
COMPANY LIMITED BY SHARES
RESOLUTION OF THE
BOARD OF DIRECTORS
OF
THE ROYAL BANK OF SCOTLAND
GROUP LIMITED
Passed 28th January, 1982
At a Meeting of the Board of Directors of The Royal Bank of Scotland Group
Limited, duly convened and held at London on the 28th day of January 1982, the
following Resolution was duly passed:
RESOLUTION
That:--
(a) in pursuance of section 8(3) of the Companies Act 1980, The Royal Bank of
Scotland Group Limited be re-registered as a public company limited by
shares under the name The Royal Bank of Scotland Group public limited
company with effect from 10th March 1982, or as soon thereafter as the
Registrar of Companies may issue to the Company a Certificate of
Incorporation on Re-Registration as a Public Company; and
(b) the Memorandum of Association of The Royal Bank of Scotland Group Limited
be altered in accordance with paragraph (a) of this Resolution by:--
(i) the deletion of the words "NATIONAL AND COMMERCIAL BANKING GROUP
LIMITED" in Clause 1 thereof and insertion of the words "The Royal
Bank of Scotland Group public limited company" in place thereof;
(ii) the insertion therein of the following new Clause 2 and the
re-numbering of the existing Clauses 2 to 5 thereof as Clauses 3 to
6 thereof:--
"2. The Company is to be a public company."
M. A. R. HERRIES,
Chairman
4
No. 45551
THE COMPANIES ACTS 1948 TO 1983
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 12th January, 1984
At an EXTRAORDINARY GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY duly convened and held at the North British Hotel,
Edinburgh on 12th January, 1984 the following Resolutions were duly passed; as
to Resolutions Nos. 1, 2 and 4 as SPECIAL RESOLUTIONS and as to Resolution No. 3
as an ORDINARY RESOLUTION of the Company*:--
SPECIAL RESOLUTION
1. That the provisions of the Memorandum of Association of the Company be
amended by deleting therefrom the whole of Clause 4 and by substituting
therefor the following new Clause:
"4...."**
SPECIAL RESOLUTION
2. That the Articles of Association contained in the document submitted to
this meeting and for the purposes of identification signed by the chairman
thereof be and the same are hereby adopted as the Articles of Association
of the Company in substitution for and to the exclusion of the existing
Articles of Association thereof.
M. A. R. HERRIES,
Chairman
*Note--Resolutions Nos. 3 and 4 expired on 10th January, 1985 and are no
longer in force.
**Note--The substituted Clause appears as Clause 4 in the Memorandum of
Association and is not reproduced here.
5
No. 45551
THE COMPANIES ACTS 1948 TO 1983
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTION
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 10th January 1985
At an EXTRAORDINARY GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY duly convened and held at the North British Hotel,
Edinburgh on 10th January 1985, the following Resolution was duly passed as a
SPECIAL RESOLUTION of the Company:--
That the Bill intituled "A Bill to provide for the transfer of the
undertakings of The Royal Bank of Scotland public limited company and
Williams & Glyn's Bank public limited company to RBSG public limited
company; and for purposes connected therewith", as applied for by The
Royal Bank of Scotland Group plc, a copy of which has been produced to
this meeting and for the purposes of identification signed by the chairman
thereof, be and the same is hereby approved subject to such additions,
alterations and variations as Parliament may think fit to make therein and
as the directors of The Royal Bank of Scotland Group plc may approve.
M. A. R. HERRIES,
Chairman
6
No. 45551
THE COMPANIES ACTS 1948 TO 1983
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 10th January 1985
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the North British Hotel,
Edinburgh on 10th January, 1985 the following Resolutions were duly passed; as
to Resolution No. 1 as an ORDINARY RESOLUTION and as to Resolution No. 2 as a
SPECIAL RESOLUTION of the Company:--
ORDINARY RESOLUTION
That for the purposes of section 14 of the Companies Act 1980 the
directors be and they are hereby generally and unconditionally authorised
to exercise all the powers of the company to allot relevant securities
(within the meaning of the said section 14) up to an aggregate nominal
amount of L2,479,926 provided that this authority shall expire at
the conclusion of the next annual general meeting of the company after the
passing of this resolution except that the company may before the expiry
of such period make an offer or agreement which would or might require
relevant securities to be allotted after the expiry of such period and the
directors may allot relevant securities in pursuance of any such offer or
agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTION
That, subject to the passing of the preceding resolution, the directors be
and they are hereby empowered pursuant to section 18 of the Companies Act
1980 to allot equity securities (within the meaning of section 17 of the
said
7
Act) pursuant to the authority conferred upon them by the preceding
resolution as if section 17(1) of the said Act did not apply to any such
allotment provided that the power conferred by this resolution shall be
limited:
(a) to the allotment of equity securities in connection with a rights
issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all such shareholders
are proportionate (as nearly as may be) to the respective numbers of
ordinary shares held by them, and
(b) to the allotment (otherwise than pursuant to sub-paragraph (a)
above) of equity securities having, in the case of relevant shares
(as defined for the purposes of the said section 17, as amended) a
nominal amount or, in the case of other equity securities, giving
the right to subscribe for or convert into relevant shares having a
nominal amount not exceeding in aggregate L2,479,926.
and shall expire at the conclusion of the next annual general meeting of
the company after the passing of this resolution unless renewed or
extended prior to or at such meeting except that the company may before
the expiry of any power contained in this resolution make an offer or
agreement which would or might require equity securities to be allotted
after such expiry and the directors may allot equity securities in
pursuance of such offer or agreement as if the power conferred hereby had
not expired.
M. A. R. HERRIES,
Chairman
8
No. 45551
THE COMPANIES ACTS 1948 TO 1983
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 8th February 1985
At an EXTRAORDINARY GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY duly convened and held in The Royal Bank of
Scotland plc, Staff Training College, 11 Kilgraston Road, Edinburgh EH9 2DX on
8th February 1985 the following Resolutions were duly passed of which
Resolutions Nos. 1 and 2 were passed as ORDINARY RESOLUTIONS and of which
Resolution No. 3 was passed as a SPECIAL RESOLUTION of the Company:--
ORDINARY RESOLUTIONS
1. That the acquisition by the Company of the whole of the issued fully-paid
share capitals of each of The Charterhouse Group plc and Charterhouse
Development Canada Limited or any part thereof upon the terms and
conditions of two agreements each dated 14th January 1985 between, inter
alia, the Company and Charterhouse J. Rothschild plc (copies of which,
signed by the Chairman of the Meeting for the purposes of
identification, have been produced to the Meeting) be and they are hereby
approved.
2. That subject to and conditional upon the passing of the preceding
Resolution and the satisfaction of the conditions in the afore-mentioned
sale and purchase agreement relating to the acquisition of the whole of
the issued fully-paid share capital of The Charterhouse Group plc:
(i) the authorised share capital of the Company be and is hereby
increased from L60,000,000 to L90,000,000 by the creation of
120,000,000 Ordinary Shares of 25p. each;
9
(ii) for the purposes of section 14 of the Companies Act 1980. the
directors be and they are hereby generally and unconditionally
authorised to exercise all the powers of the Company to allot
relevant securities (within the meaning of the said section 14) up
to an aggregate nominal amount of L32,382,561 provided that
this authority shall expire at the conclusion of the next annual
general meeting of the Company after the passing of this Resolution
except that the Company may before the expiry of such period make an
offer or agreement which would or might require relevant securities
to be allotted after the expiry of such period and the directors may
allot relevant securities in pursuance of any such offer or
agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTION
3. That subject to and conditional upon the passing of the preceding
Resolution, the directors be and they are hereby empowered pursuant to
section 18 of the Companies Act 1980 to allot equity securities (within
the meaning of section 17 of the said Act) pursuant to the authority
conferred upon them by the preceding Resolution as if section 17(1) of
the said Act did not apply to any such allotment provided that the power
conferred by this Resolution shall be limited:
(i) to the allotment of equity securities in connection with a rights
issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all such shareholders
are proportionate (as nearly as may be) to the respective numbers of
ordinary shares held by them; and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i)
above) of equity securities having in the case of relevant shares
(as defined for the purposes of the said section 17. as amended) a
nominal amount or in the case of other equity securities, giving
the right to subscribe for or convert into relevant shares having a
nominal amount not exceeding in aggregate L4,455,000,
and shall expire at the conclusion of the next annual general meeting of
the Company unless renewed or extended prior to or at such meeting except
that the Company may before the expiry of any power contained in this
Resolution make an offer or agreement which would or might require equity
securities to be allotted after such expiry and the directors may allot
equity securities in pursuance of such offer or agreement as if the power
conferred hereby had not expired.
M. A. R. HERRIES,
Chairman
10
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 9th January 1986
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the North British Hotel,
Edinburgh on 9th January, 1986 the following Resolutions were duly passed; as to
Resolution No. 1 as an ORDINARY RESOLUTION and as to Resolution No. 2 as a
SPECIAL RESOLUTION of the Company:-
ORDINARY RESOLUTION
That for the purposes of section 80 of the Companies Act 1985 the
directors be and they are hereby generally and unconditionally authorised
to exercise all the powers of the company to allot relevant securities
(within the meaning of the said section 80) up to an aggregate nominal
amount of L18,203,202 provided that this authority shall expire at
the conclusion of the next annual general meeting of the company after the
passing of this resolution except that the company may before the expiry
of such period make an offer or agreement which would or might require
relevant securities to be allotted after the expiry of such period and the
directors may allot relevant securities in pursuance of any such offer or
agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTION
That, subject to the passing of the preceding resolution, the directors be
and they are hereby empowered pursuant to section 95 of the Companies Act
1985 to allot equity securities (as defined in section 94 of the said Act)
pursuant to the authority conferred upon them by the preceding resolution
as if section 89(1) of the said Act did not apply to any such allotment
provided that the power conferred by this resolution shall be limited:
11
(a) to the allotment of equity securities in connection with a rights
issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all such shareholders
are proportionate (as nearly as may be) to the respective numbers of
ordinary shares held by them, and
(b) to the allotment (otherwise than pursuant to sub-paragraph (a)
above) of equity securities having, in the case of relevant shares
(as defined for the purposes of the said section 89) a nominal
amount or, in the case of other equity securities, giving the right
to subscribe for or convert into relevant shares having a nominal
amount not exceeding in aggregate L4,455,000
and shall expire at the conclusion of the next annual general meeting of
the company after the passing of this resolution unless renewed or
extended prior to or at such meeting except that the company may, before
the expiry of any power contained in this resolution, make an offer or
agreement which would or might require equity securities to be allotted
after such expiry and the directors may allot equity securities in
pursuance of such offer or agreement as if the power conferred hereby had
not expired.
M. A. R. HERRIES,
Chairman
12
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 15th January 1987
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the North British Hotel,
Edinburgh on 15th January 1987, the following Resolutions were duly passed; as
to Resolution No. 1 as an ORDINARY RESOLUTION and as to Resolution No. 2 as a
SPECIAL RESOLUTION of the company:--
ORDINARY RESOLUTION
1. That for the purposes of section 80 of the Companies Act 1985 the
directors be and they are hereby generally and unconditionally authorised
to exercise all the powers of the company to allot relevant securities
(within the meaning of the said section 80) up to an aggregate nominal
amount of L17,993,843 provided that this authority shall expire at
the conclusion of the next annual general meeting of the company after the
passing of this resolution except that the company may before the expiry
of such period make an offer or agreement which would or might require
relevant securities to be allotted after the expiry of such period and the
directors may allot relevant securities in pursuance of any such offer or
agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTION
2. That, subject to the passing of the preceding resolution, the directors be
and they are hereby empowered pursuant to section 95 of the Companies Act
1985 to allot equity securities(as defined in section 94 of the said
Act) pursuant to the authority conferred upon them by the preceding
resolution as if section 89(1) of the said Act did not apply to any such
allotment provided that the power conferred by this resolution shall be
limited:
(a) to the allotment of equity securities in connection with a rights
issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all such shareholders
are proportionate (as nearly as may be) to the respective numbers of
ordinary shares held by them, and
13
(b) to the allotment (otherwise than pursuant to sub-paragraph (a)
above) of equity securities having, in the case of relevant shares
(as defined for the purposes of the said section 89) a nominal
amount or, in the case of other equity securities, giving the right
to subscribe for or convert into relevant shares having a nominal
amount not exceeding in aggregate L4,455,000
and shall expire at the conclusion of the next annual general meeting of the
company after the passing of this resolution unless renewed or extended prior to
or at such meeting except that the company may, before the expiry of any power
contained in this resolution, make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the directors may
allot equity securities in pursuance of such offer or agreement as if the power
conferred hereby had not expired.
M. A. R. HERRIES,
Chairman
14
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 14th January 1988
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the Caledonian Hotel, Edinburgh
on 14th January 1988, the following Resolutions were duly passed; as to
Resolutions Nos. 1 and 4 as ORDINARY RESOLUTIONS and as to Resolutions Nos. 2, 3
and 5 as SPECIAL RESOLUTIONS of the Company: --
ORDINARY RESOLUTION
1. That for the purposes of section 80 of the Companies Act 1985 the
directors be and they are hereby generally and unconditionally authorised
to exercise all the powers of the company to allot relevant securities
(within the meaning of the said section 80) up to an aggregate nominal
amount of (pound)17,483,459 provided that this authority shall expire at
the conclusion of the next annual general meeting of the company after the
passing of this resolution except that the company may before the expiry
of such period make an offer or agreement which would or might require
relevant securities to be allotted after the expiry of such period and the
directors may allot relevant securities in pursuance of any such offer or
agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTION
2. That, subject to the passing of the preceding resolution, the directors be
and they are hereby empowered pursuant to section 95 of the Companies Act
1985 to allot equity securities (as defined in section 94 of the said Act)
pursuant to the authority conferred upon them by the preceding resolution
as if section 89(1) of the said Act did not apply to any such allotment
provided that the power conferred by this resolution shall be limited:
15
(a) to the allotment of equity securities in connection with a rights
issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all such shareholders
are proportionate (as nearly as may be) to the respective numbers of
ordinary shares held by them; and
(b) to the allotment (otherwise than pursuant to sub-paragraph (a)
above) of equity securities having, in the case of relevant shares
(as defined for the purposes of the said section 89) a nominal
amount or, in the case of other equity securities, giving the right
to subscribe for or convert into relevant shares having a nominal
amount not exceeding in aggregate L3,580,827
and shall expire at the conclusion of the next annual general meeting of
the company after the passing of this resolution unless renewed or
extended prior to or at such meeting except that the company may, before
the expiry of any power contained in this resolution, make an offer or
agreement which would or might require equity securities to be allotted
after such expiry and the directors may allot equity securities in
pursuance of such offer or agreement as if the power conferred hereby had
not expired.
SPECIAL RESOLUTION
3. That the articles of association of the company be amended by the
insertion after article 133 of the following new article 133A:
"133A. The Directors may, with the prior sanction of an Ordinary
Resolution of the Company, offer the holders of Ordinary Shares the right
to elect to receive Ordinary Shares, credited as fully paid, instead of
cash in respect of all or part of such dividend or dividends as are
specified by such resolution. The following provisions shall apply:--
(A) The said resolution may specify all or part of a particular dividend
or may specify all or any dividends (or any part of such dividends)
declared or to be declared or paid within a specified period, but
such period may not end later than the beginning of the Annual
General Meeting next following the date of the meeting at which such
resolution is passed.
(B) The entitlement of each holder of Ordinary Shares to new Ordinary
Shares shall be such that the Relevant Value thereof shall be as
nearly as possible equal to (but not in excess of) the cash amount
that such holders would have received by way of dividend. For this
purpose the 'Relevant Value' of an ordinary share shall be the
average of the middle market quotations for the Company's Ordinary
Shares on The Stock Exchange, London, as derived from the Daily
Official List, on the day when the Ordinary Shares are first quoted
"ex" the relevant dividend and the four subsequent dealing days, or
an amount determined in such other manner as may be determined by or
in accordance with the said resolution. A certificate or report by
the Auditor as to the amount of the Relevant Value in respect of any
dividend shall be conclusive evidence of that amount.
(C) The basis of allotment shall be such that no member may receive a
fraction of a share. The Directors may make such provisions as they
think fit for any fractional entitlements, including provisions
whereby, in whole or in part, the benefit thereof accrues to the
Company.
(D) The Directors, after determining the basis of allotment, shall
notify the holders of Ordinary Shares in writing of the right of
election offered to them, and shall send with, or following, such
notification, forms of election and specify the procedure to be
followed and the place at which, and the latest date and time by
which, duly completed forms of election must be lodged in order to
be effective.
(E) The dividend (or that part of the dividend in respect of which a
right of election has been offered) shall not be payable on
Ordinary Shares in respect whereof the said election has been duly
made ('the elected Ordinary Shares') and instead thereof additional
Ordinary Shares shall be allotted to the holders of the elected
Ordinary Shares on the basis of allotment
16
determined as aforesaid. For such purpose the Directors shall
capitalise out of such of the sums standing to the credit of any of
the Company's reserves (including Share Premium Account and Capital
Redemption Reserve) or any of the profits which could otherwise have
been applied in paying dividends in cash as the Directors may
determine, a sum equal to the aggregate nominal amount of the
additional Ordinary Shares to be allotted on such basis and apply
the same in paying up in full the appropriate number of unissued
Ordinary Shares for allotment and distribution to and amongst the
holders of the elected Ordinary Shares on such basis.
(F) The additional Ordinary Shares so allotted shall rank pari passu in
all respects with the fully paid Ordinary Shares then in issue save
only as regards participation in the relevant dividend.
(G) The Directors may undertake and do such acts and things as they may
consider necessary or expedient for the purpose of giving effect to
the provisions of this Article.
(H) The Directors may on any occasion determine that rights of election
hereunder shall be subject to such exclusions, restrictions or
other arrangements as the Directors may deem necessary or expedient
in relation to legal or practical problems under the laws of, or the
requirements of any recognised regulating body or any stock exchange
in, any territory.
(I) This Article shall have effect without prejudice to the other
provisions of these presents and such provisions shall also have
effect without prejudice to the provisions of this Article."
ORDINARY RESOLUTION
4. That, subject to the passing of the preceding resolution, the directors of
the company be and they are hereby authorised:
(a) to exercise the power contained in article 133A of the articles of
association of the company so that, to the extent determined by the
directors, the holders of ordinary shares be permitted to elect to
receive new ordinary shares of 25p each in the capital of the
company, credited as fully paid, instead of all or part of any
interim dividend or dividends declared by the directors before the
annual general meeting to be held in 1989; and
(b) to capitalise the appropriate nominal amount of additional ordinary
shares, falling to be allotted pursuant to elections made as
aforesaid, out of the amount standing to the credit of any reserve
of the company, to apply such sum in paying up such ordinary shares
and to allot such ordinary shares to members of the company validly
making such elections.
SPECIAL RESOLUTION
5. That the articles of association of the company be altered as follows:
(a) by the addition of the following sentence at the end of article 17:
"Notwithstanding the foregoing provisions of this Article, the
Directors may by resolution determine, either generally or in any
particular case or cases, that certificates for debentures shall
bear the signatures or facsimile signatures of two authorised
officers of the Company and need not be issued under the Seal or the
Securities Seal or an official seal."
(b) by the insertion after article 101 of the following new article
101A:
"101 A. Without prejudice to the first sentence of Article 101, a
meeting of the Directors or of a committee formed under Article 109
may consist of a conference between Directors or members of the
committee who are not all in one place but of whom each is able
(directly or by telephonic, televisual or similar means of
communication) to speak to each of the others and to be heard by
each of the others simultaneously; and the word 'meeting' in these
presents shall be construed accordingly."
M. A. R. HERRIES,
Chairman
17
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 12th January 1989
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the Caledonian Hotel, Edinburgh
on 12th January 1989, the following Resolutions were duly passed; as to
Resolution No. 1 as an ORDINARY RESOLUTION and as to Resolution No. 2 as a
SPECIAL RESOLUTION of the Company: -
ORDINARY RESOLUTION
1. That for the purposes of section 80 of the Companies Act 1985 the
directors be and they are hereby generally and unconditionally authorised
to exercise all the powers of the company to allot relevant securities
(within the meaning of the said section 80) up to an aggregate nominal
amount of L15,242,046 provided that this authority shall expire at the
conclusion of the next annual general meeting of the company after the
passing of this resolution except that the company may before the expiry
of such period make an offer or agreement which would or might require
relevant securities to be allotted after the expiry of such period and the
directors may allot relevant securities in pursuance of any such offer or
agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTION
2. That, subject to the passing of the preceding resolution, the directors be
and they are hereby empowered pursuant to section 95 of the Companies Act
1985 to allot equity securities (as defined in section 94 of the said Act)
pursuant to the authority conferred upon them by the preceding resolution
as if section 89(1) of the said Act did not apply to any such allotment
provided that the power conferred by this resolution shall be limited:
(a) to the allotment of equity securities in connection with a rights
issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all such shareholders
are proportionate (as nearly as may be) to the respective numbers of
ordinary shares held by them; and
18
(b) to the allotment (otherwise than pursuant to sub-paragraph (a)
above) of equity securities having, in the case of relevant shares
(as defined for the purposes of the said section 89) a nominal
amount or, in the case of other equity securities, giving the right
to subscribe for or convert into relevant shares having a nominal
amount not exceeding in aggregate L3,692,898
and shall expire at the conclusion of the next annual general meeting of
the company after the passing of this resolution unless renewed or
extended prior to or at such meeting except that the company may, before
the expiry of any power contained in this resolution, make an offer or
agreement which would or might require equity securities to be allotted
after such expiry and the directors may allot equity securities in
pursuance of such offer or agreement as if the power conferred hereby had
not expired.
M. A. R. HERRIES,
Chairman
19
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 30th August 1989
At the EXTRAORDINARY GENERAL MEETING of the members of THE ROYAL BANK OF
SCOTLAND GROUP PUBLIC LIMITED COMPANY duly convened and held at the Staff
Training College, The Royal Bank of Scotland plc, 11 Kilgraston Road, Edinburgh
EH9 2DX on 30th August 1989, the following Resolutions were duly passed; as to
Resolution No. 2 is an ORDINARY RESOLUTION and as to Resolutions Nos. 1 and 3 as
SPECIAL RESOLUTIONS of the Company:--
SPECIAL RESOLUTION
1.(A) THAT the authorised share capital of the Company be and it is hereby
increased by the creation of 16,000,000 Non-cumulative Dollar Preference
Shares of US$0.01 each and by the creation of 200,000,000 Non-cumulative
Sterling Preference Shares of L1 each, such shares having attached
thereto the respective rights and being subject to the respective
limitations set out in the Articles of Association of the Company as
altered by paragraph (C) of this Resolution;
(B) for the purposes of section 80 of the Companies Act 1985 the Directors be
and they are hereby generally and unconditionally authorised to exercise
all the powers of the Company to allot all the 16,000,000 Non-cumulative
Dollar Preference Shares of US$0.01 each and the 200,000,000 Non-
cumulative Sterling Preference Shares of L1 each created pursuant to
paragraph (A) of this Resolution provided that this authority shall expire
on the fifth anniversary of the passing of this Resolution except that the
Company may before the expiry of such period make an offer or agreement
which would or might require relevant securities (within the meaning of
the said section 80) to be allotted after the expiry of such period and
the Directors may allot relevant securities in pursuance of any such offer
or agreement as if the authority conferred hereby had not expired; and
(C) the Article of Association of the Company be and they are hereby amended
as follows:--
20
(a) by the insertion in Article 2 of the following definitions:-
5 1/2 per cent. Cumulative The 400,000 5 1/2 per cent.
Preference Shares Cumulative Preference Shares of L1
each in the capital of the Company.
11 per cent. Cumulative The 500,000 11 per cent. Cumulative
Preference Shares Preference Shares of L1 each in the
capital of the Company.
Non-cumulative Sterling The 200,000,000 Non-cumulative
Preference Shares Sterling Preference Shares of L1
each in the capital of the Company.
Non-cumulative Dollar The 16,000,000 Non-cumulative
Preference Shares Dollar Preference Shares of US$0.01
each in the capital of the
Company.
Cumulative Preference Shares The 5 1/2 per cent. Cumulative
Preference Shares and the 11
per cent. Cumulative Preference
Shares.
New Preference Shares The Non-cumulative Sterling
Preference Shares, the
Non-cumulative Dollar Preference
Shares and any other share in the
capital of the Company which is
expressed to rank as regards
participation in the profits or
assets of the Company in some or
all respects pari passu therewith.
New Shares New Preference Shares or any
further shares in the capital of
the Company issued subsequent to
the date of amendment of this
Article.
US$ and Dollars The lawful currency for the time
being of the United States of
America.
Directors The Directors from time to time of
the Company, or an authorised
Committee thereof.
Applicable Exchange Rate Such market rate of exchange as the
Directors may consider appropriate
for the purchase of any lawful
currency with any other lawful
currency at such time on such date
as the Directors may consider
appropriate.
Foreign Currency Any lawful currency other than
Sterling.
The Stock Exchange The International Stock Exchange of
the United Kingdom and the Republic
of Ireland Limited.
(b) by the deletion of the introductory paragraph in Article 4 and the
substitution therefor of the following new paragraph:--
"The share capital of the Company at 30th August 1989 being the date
of amendment of this Article is L290,000,000 divided into 500,000 11
per cent. Cumulative Preference Shares of L1 each, 400,000 5 1/2 per
cent. Cumulative Preference Shares of L1 each, 200,000,000
Non-cumulative Sterling Preference Shares of L1 each and 356,400,000
Ordinary Shares of 25p each, and US$160,000 divided into 16,000,000
Non-cumulative Dollar Preference Shares of US$0.01 each. The
21
rights as regards participation in the profits and assets of the
Company attaching to those shares shall be as follows:--"
(c) by the deletion of the last two sentences of Article 4( A) and the
substitution therefor of the following new sentence:--
"Such dividends shall rank pari passu and pro rata with each other
and shall be paid in priority to any dividend on the New Preference
Shares or on any other class of share."
(d) by the deletion of Article 4(B) and the substitution therefor of the
following:--
"(B) On a winding up or liquidation, voluntary or otherwise, the
surplus assets of the Company available for distribution amongst the
members shall be applied:--
FIRSTLY -- in paying to the holders of the 11 per cent. Cumulative
Preference Shares and the 5 1/2 per cent. Cumulative Preference
Shares respectively the arrears (if any) of the fixed cumulative
preferential dividends thereon (whether earned or declared or not
and including (i) the amount of any dividend which is due for
payment after the date of commencement of winding up or liquidation
but which is payable in respect of a half-year period ending on or
before such date and (ii) any further amount of dividend payable in
respect of the period from the beginning of the half-year period
then current to the date of commencement of winding up or
liquidation) to the date on which repayment is made, in terms of the
immediately succeeding paragraph or, if no such repayment is made,
the date of payment of such arrears; and
SECONDLY -- in repaying to the holders of the 11 per cent.
Cumulative Preference Shares and the 5 1/2 per cent. Cumulative
Preference Shares respectively the amounts paid up or credited as
paid up on such shares together with a premium of 50p per share in
the case of the 11 per cent. Cumulative Preference Shares and of 20p
per share in the case of the 5 1/2 per cent. Cumulative Preference
Shares.
Any payments made to the holders of the 11 per cent. Cumulative
Preference Shares and the 5 1/2 per cent. Cumulative Preference
Shares in terms of paragraphs FIRSTLY or SECONDLY above shall rank
pari passu and pro rata with each other and (in the case of payments
in terms of paragraph FIRSTLY) in priority to and (in the case of
repayments in terms of paragraph SECONDLY)pari passu and pro rata
with any payments to be made to the holders of the Non-cumulative
Sterling Preference Shares and the Non-cumulative Dollar Preference
Shares pursuant to Articles 4(C)(2) and 4(D)(2) respectively below
and to the holders of any other New Preference Shares."
(e) by the insertion after Article 4(B) of the following new
sub-Articles 4(C), 4(D)and 4(E):--
"(C) (1) The Non-cumulative Sterling Preference Shares shall rank
after the Cumulative Preference Shares to the extent
specified in this Article 4, and shall rank pari passu
inter se and (save as aforesaid) with the Cumulative
Preference Shares and with all other New Preference Shares.
They shall confer the rights and be subject to the
restrictions set out in this Article 4(C) and shall also
confer such further rights (not being inconsistent with the
rights set out in this Article 4(C)) as may be attached by
the Directors to such shares in accordance with this
Article 4(C)prior to allotment. Whenever the Directors have
power under this Article to determine any of the rights
attached to any of the Non-cumulative Sterling Preference
Shares, the rights so determined need not be the same as
those attached to the Non-cumulative Sterling Preference
Shares then allotted or in issue. The Non-cumulative
Sterling Preference Shares may be issued in one or more
separate
22
series, and each series shall be identified in such manner
as the Directors may determine without any such
determination or identification requiring any alteration to
these presents.
(2) Each Non-cumulative Sterling Preference Share shall confer the
following rights as to participation in the profits and assets
of the Company, receipt of notices, attendance and voting at
meetings and redemption:--
(a) Income
The right (subject to the provisions of paragraph (b) of
this sub-Article, if applicable) to a non-cumulative
preferential dividend either fixed or not exceeding a
specified amount payable in Sterling at such rate on
such dates (each a "dividend payment date") in respect
of such periods (each a "dividend period") and on such
other terms and conditions as may be determined by the
Directors prior to allotment thereof. References in
these presents to a "dividend" on the Non-cumulative
Sterling Preference Shares include a reference to each
dividend in respect of each dividend period applicable
thereto and references in this Article 4(C) to dividend
payment dates and dividend periods are to dividend
payment dates and dividend periods in respect of the
Non-cumulative Sterling Preference Shares only. Such
dividends shall be paid in priority to the payment of
any dividends on the Ordinary Shares. The Non-cumulative
Sterling Preference Shares shall rank for dividend after
the Cumulative Preference Shares, pari passu with all
other New Preference Shares expressed to rank pari passu
therewith as regards participation in profits and
otherwise in priority to any other share capital in the
Company.
(b) Further provisions as to income
All or any of the following provisions shall apply in
relation to any particular Non-cumulative Sterling
Preference Shares if so determined by the Directors
prior to allotment thereof:--
(i) if, in the opinion of the Directors, the
distributable profits of the Company are
sufficient to cover the payment in full of
dividends on the Non-cumulative Sterling
Preference Shares on any dividend payment date,
and also the payment in full of all other
dividends stated to be payable on such date on any
other New Preference Share expressed to rank pari
passu therewith as regards participation in
profits, after payment in full, or the setting
aside of a sum to cover the payment in full,of all
dividends stated to be payable on such date on any
Cumulative Preference Share, then each such
dividend shall be declared and paid in full;
(ii) if, in the opinion of the Directors, the
distributable profits of the Company are
insufficient to cover the payment in full of
dividends on the Non-cumulative Sterling
Preference Shares on any dividend payment date,
and also the payment in full of all other
dividends stated to be payable on such date on any
other New Preference Share expressed to rank
pari passu therewith as regards participation in
profits after payment in full, or the setting
aside of a sum to cover the payment in full, of
all dividends
23
stated to be payable on or before such date on any
Cumulative Preference Share, then dividends shall
be declared by the Directors pro rata for the
Non-cumulative Sterling Preference Shares and such
other New Preference Shares to the extent of the
available distributable profits (if any) to the
intent that the amount of dividend declared per
share on each such Non-cumulative Sterling
Preference Share and other New Preference Share
will bear to each other the same ratio as the
dividends accrued per share on each such
Non-cumulative Sterling Preference Share and other
New Preference Share bear to each other. If it
shall subsequently appear that any such dividend
which has been paid should not, in accordance with
the provisions of this sub-paragraph, have been so
paid, then provided the Directors shall have acted
in good faith, they shall not incur any liability
for any loss which any shareholder may suffer in
consequence of such payment having been made;
(iii) if, in the opinion of the Directors, the payment
of any dividend on any Non-cumulative Sterling
Preference Shares would breach or cause a breach
of the Bank of England's capital adequacy
requirements applicable to the Company and/or any
of its subsidiaries, then none of such dividend
shall be declared or paid;
(iv) subject to sub-paragraphs (v) and (vi) below, the
Non-cumulative Sterling Preference Shares shall
carry no further right to participate in the
profits of the Company and if and to the extent
that any dividend or part thereof is on any
occasion not paid for the reasons described in
sub-paragraphs (ii) or (iii) above, the holders of
such shares shall have no claim in respect of such
non-payment;
(v) if any dividend or part thereof on any
Non-cumulative Sterling Preference Share is not
payable for the reasons specified in
sub-paragraphs (ii) or (iii) above and if they so
resolve, the Directors may, subject to the
Statutes, pay a special non-cumulative
preferential dividend on the Non-cumulative
Sterling Preference Shares at a rate not exceeding
(pound)0.01 per share (but so that reference
elsewhere in this Article and in Article 4(D) to
any dividend payable on any Non-cumulative
Sterling Preference Shares shall not be treated as
including a reference to any such special
dividend);
(vi) (A) the provisions of this sub-paragraph (vi)
shall apply where any dividend or any part
thereof otherwise payable on a particular
dividend payment date on any Non-cumulative
Sterling Preference Shares ("a Relevant
Payment") is, for the reasons specified in
sub-paragraphs (ii) or (iii) above, not
payable and the amounts (if any) standing to
the credit of the Company's profit and loss
account together with the amount of the
reserves of the Company available for the
purpose are in aggregate
24
sufficient to be applied and capable of being
applied in paying up in full at par
additional Non-cumulative Sterling Preference
Shares on the basis hereinafter provided in
this sub-paragraph (vi);
(B) on the date for payment of the Relevant
Payment had such payment been payable in
cash, the Directors shall, subject to the
Statutes, allot and issue credited as fully
paid to each holder of Non-cumulative
Sterling Preference Shares such additional
nominal amount of Non-cumulative Sterling
Preference Shares as is equal to an amount
determined by multiplying the cash amount of
the Relevant Payment which would have been
payable to him had such payment been made in
cash (exclusive of any associated tax credit)
by a factor to be determined by the Directors
prior to allotment of the Non-cumulative
Sterling Preference Shares;
(C) for the purposes of paying up additional
Non-cumulative Sterling Preference Shares to
be allotted pursuant to this sub-paragraph
(vi), the Directors shall capitalise, out of
such of the accounts or reserves of the
Company available for the purposes as they
shall determine (including any Share Premium
Account), a sum equal to the aggregate
nominal amount of the additional
Non-cumulative Sterling Preference Shares
then to be allotted and shall make all
appropriations and applications of such sum
and all allotments and issues of fully paid
Non-cumulative Sterling Preference Shares for
the purpose of giving effect to this
sub-paragraph (vi);
(D) the additional Non-cumulative Sterling
Preference Shares so allotted pursuant to
this sub-paragraph (vi) shall confer the same
rights and be subject to the same limitations
as, and shall rank pari passu and pro rata in
all respects with, the relevant
Non-cumulative Sterling Preference Shares
save only as regards participation in the
Relevant Payment;
(E) if any additional Non-cumulative Sterling
Preference Shares falling to be allotted
pursuant to this sub-paragraph (vi) cannot be
allotted by reason of any insufficiency in
the Company's authorised share capital or in
the amount of relevant securities which the
Directors are authorised to allot in
accordance with Section 80 of the Companies
Act 1985, the Directors shall convene a
General Meeting, to be held as soon as
practicable, for the purpose of considering
a Resolution or Resolutions effecting an
appropriate increase in the authorised share
capital and granting the Directors
appropriate authority to allot relevant
securities; and
(F) the Directors may undertake and do such
acts
25
and things as they may consider necessary or
expedient for the purpose of giving effect to
the provisions of this sub-paragraph (vi);
(vii) if any date on which dividends are payable on
Non-cumulative Sterling Preference Shares is not a
day on which banks in London are open for
business, and on which foreign exchange dealings
may be conducted in London ("a Sterling Business
Day"), then payment of the dividend payable on
such date will be made on the next succeeding
Sterling Business Day and without any interest or
other payment in respect of such delay unless such
day shall fall within the next calendar month
whereupon such payment will be made on the
preceding Sterling Business Day;
(viii) dividends payable on Non-cumulative Sterling
Preference Shares shall accrue from and to the
dates determined by the Directors prior to
allotment thereof, and the amount of dividend
payable in respect of any period shorter than a
full dividend period will be calculated on the
basis of a 365-day year and the actual number of
days elapsed in such period;
(ix) if the dividend stated to be payable on the
Non-cumulative Sterling Preference Shares on the
most recent dividend payment date has not been
declared and paid in full, or if a sum has not
been set aside to provide for such payment in
full, no dividends may be declared on any other
share capital of the Company (other than the
Cumulative Preference Shares), and no sum may be
set aside for the payment thereof, unless, on the
date of declaration relative to any such payment,
an amount equal to the dividend stated to be
payable on the Non-cumulative Sterling Preference
Shares in respect of the then current dividend
period is set aside for the payment in full of
such dividend on the dividend payment date
relating to the then current dividend period; and
(x) if any dividend stated to be payable on the
Non-cumulative Sterling Preference Shares on any
dividend payment date has not been declared and
paid in full, or if a sum has not been set aside
to provide for such payment in full, the Company
may not redeem or purchase or otherwise acquire
for any consideration any other share capital of
the Company and may not set aside any sum nor
establish any sinking fund for the redemption,
purchase or other such acquisition thereof, until
such time as dividends stated to be payable on the
Non-cumulative Sterling Preference Shares in
respect of successive dividend periods together
aggregating no less than twelve months shall
thereafter have been declared and paid in full.
(c) Capital
The right on a winding up or liquidation, voluntary or
otherwise, other than (unless otherwise provided by the
terms of issue of such share) a redemption or purchase
by the Company of any shares of any class, to receive
26
in Sterling out of the surplus assets of the Company
available for distribution amongst the members: --
(i) after payment of the arrears (if any) of the fixed
cumulative preferential dividends stated to be
payable on the Cumulative Preference Shares to the
holders thereof in accordance with Article 4(B)
FIRSTLY and pari passu with the holders of any
other New Preference Shares expressed to rank pari
passu therewith as regards participation in
profits and in priority to the holders of the
Ordinary Shares of the Company a sum equal to: --
(A) the amount of any dividend which is due
for payment after the date of commencement of
winding up or liquidation but which is
payable in respect of a period ending on or
before such date; and
(B) any further amount of dividend payable in
respect of the period from the preceding
dividend payment date to the date of payment
in accordance with this sub-paragraph (i)
but only to the extent that any such amount or
further amount was, or would have been, payable as
a dividend in accordance with or pursuant to this
Article 4(C) (other than pursuant to this
provision); and
(ii) subject thereto, pari passu with the holders of
the Cumulative Preference Shares and any other New
Preference Shares expressed to rank pari passu
therewith as regards participation in surplus
assets and in priority to the holders of the
Ordinary Shares of the Company, a sum equal to the
amount paid up or credited as paid up on the
Non-cumulative Sterling Preference Shares
(including any premium paid to the Company in
respect thereof on issue).
If upon any such winding up or liquidation, the amounts
available for payment are insufficient to cover the
amounts payable in full on the Cumulative Preference
Shares, the Non-cumulative Sterling Preference Shares
and on any other New Preference Share expressed to rank
pari passu therewith as regards participation in surplus
assets, then the holders of the Cumulative Preference
Shares, the Non-cumulative Sterling Preference Shares
and such other New Preference Shares will share rateably
in the distribution of surplus assets (if any) in
proportion to the full respective preferential amounts
to which they are entitled. No Non-cumulative Sterling
Preference Share shall confer any right to participate
in the surplus assets of the Company other than that set
out in this sub-paragraph (2)(c) of this Article 4(C).
(d) Receipt of Notices
The right to have sent to the holder of each
Non-cumulative Sterling Preference Share (at the same
time as the same are sent to the holders of Ordinary
Shares) a copy of the Company's Annual Report and
Accounts and Interim Financial Statement, together with
Notice of any General Meeting of the Company at which
such holder is entitled to attend and vote.
27
(e) Attendance and Voting at Meetings
The right to attend at a General Meeting of the Company
and to speak to or vote upon any Resolution proposed
thereat in the following circumstances: --
(i) in respect of a Resolution which is to be proposed
at the Meeting either varying or abrogating any of
the rights attached to the Non-cumulative Sterling
Preference Shares or proposing the winding up of
the Company (and then in each such case only to
speak to and vote upon any such Resolution);
(ii) in circumstances where the dividend stated to be
payable on the Non-cumulative Sterling Preference
Shares in respect of such number of dividend
periods as the Directors shall determine prior to
allotment thereof has not been declared and paid
in full, and until such date as the Directors
shall likewise determine; and
(iii) in such other circumstances as the Directors may
determine prior to allotment of the Non-cumulative
Sterling Preference Shares,
but not otherwise, together with the right, in such
circumstances, if any, as the Directors may determine
prior to allotment of the Non-cumulative Sterling
Preference Shares, to seek to requisition a General
Meeting of the Company for which purpose the
Non-cumulative Sterling Preference Shares will be deemed
to carry the number of votes determined pursuant to the
following sentence. Whenever holders of Non-cumulative
Sterling Preference Shares are entitled to vote on a
Resolution, on a show of hands every such holder who is
present in person shall have one vote and, on a poll,
every such holder who is present in person or by proxy
shall have such number of votes as may be determined by
the Directors prior to allotment of such Non-cumulative
Sterling Preference Shares.
(f) Redemption
(i) Unless the Directors shall, prior to the allotment
of any series of Non-cumulative Sterling
Preference Shares, determine that such series
shall be non-redeemable, each series of
Non-cumulative Sterling Preference Shares shall,
subject to the provisions of the Statutes, be
redeemable at the option of the Company in
accordance with the following provisions.
(ii) In the case of any particular Non-cumulative
Sterling Preference Shares which are to be so
redeemable: --
(A) the Company may, subject thereto, redeem on
any Redemption Date (as hereinafter defined)
all or some only of the Non-cumulative
Sterling Preference Shares by giving to the
holders of the Non-cumulative Sterling
Preference Shares to be redeemed not less
than 14 days' prior notice in writing (a
"Notice of Redemption") of the relevant
Redemption Date. "Redemption Date" means, in
relation to a Non-cumulative Sterling
Preference
28
Share, any date which falls no earlier than
five years and one day after the date of
allotment of the Non-cumulative Sterling
Preference Share to be redeemed;
(B) there shall be paid on each Non-cumulative
Sterling Preference Share so redeemed, in
Sterling, the aggregate of the nominal amount
thereof together with any premium paid on
issue and together with arrears (if any) of
dividends thereon (whether earned or declared
or not) in respect of the period from the
dividend payment date last preceding the
Redemption Date to the Redemption Date;
(C) in the case of a redemption of some only
of the Non-cumulative Sterling Preference
Shares in any series, the Company shall for
the purpose of determining the particular
Non-cumulative Sterling Preference Shares to
be redeemed cause a drawing to be made at the
Office or such other place as the Directors
may approve in the presence of the Auditors
for the time being of the Company;
(D) any Notice of Redemption given under sub-
paragraph (ii)(A) above shall specify the
applicable Redemption Date, the particular
Non-cumulative Sterling Preference Shares to
be redeemed and the redemption price
(specifying the amount of the accrued and
unpaid dividend per share to be included
therein and stating that dividends on the
Non-cumulative Sterling Preference Shares to
be redeemed will cease to accrue on
redemption), and shall state the place or
places at which documents of title in respect
of such Non-cumulative Sterling Preference
Shares are to be presented and surrendered
for redemption and payment of the redemption
monies is to be effected. Upon such
Redemption Date, the Company shall redeem the
particular Non-cumulative Sterling Preference
Shares to be redeemed on that date subject to
the provisions of this paragraph and of the
Statutes. No defect in the Notice of
Redemption or in the giving thereof shall
affect the validity of the redemption
proceedings;
(E) the provisions of this and the following
sub-paragraphs shall have effect in relation
to Non-cumulative Sterling Preference Shares
for the time being issued and registered in
the Register of Members ("Registered Shares")
and represented by certificates
("Certificates"). Payments in respect of the
amount due on redemption of a Registered
Share shall be made by Sterling cheque drawn
on a bank in London or upon the request of
the holder or joint holders not later than
the date specified for the purpose in the
Notice of Redemption by transfer to a
Sterling account maintained by the payee with
a bank in London. Such payment will be
against presentation and
29
surrender of the relative Certificate at the
place or one of the places specified in the
Notice of Redemption and if any Certificate
so surrendered includes any Non-cumulative
Sterling Preference Shares not to be redeemed
on the relevant Redemption Date the Company
shall within 14 days thereafter issue to the
holder, free of charge, a fresh Certificate
in respect of such Non-cumulative Sterling
Preference Shares.
All payments in respect of redemption monies
will in all respects be subject to any
applicable fiscal or other laws;
(F) as from the relevant Redemption Date the
dividend on the Non-cumulative Sterling
Preference Shares due for redemption shall
cease to accrue except on any such
Non-cumulative Sterling Preference Share in
respect of which, upon the due surrender of
the Certificate in accordance with
sub-paragraph (E) above, payment of the
redemption monies due on such Redemption Date
shall be improperly withheld or refused, in
which case such dividend, at the rate then
applicable, shall be deemed to have continued
and shall accordingly continue to accrue from
the relevant Redemption Date to the date of
payment of such redemption monies. Such
Non-cumulative Sterling Preference Share
shall not be treated as having been redeemed
until the redemption monies in question
together with the accrued dividend thereon
shall have been paid;
(G) if the due date for the payment of the
redemption monies on any Non-cumulative
Sterling Preference Share is not a Sterling
Business Day then payment of such monies will
be made on the next succeeding day which is a
Sterling Business Day and without any
interest or other payment in respect of such
delay unless such day shall fall within the
next calendar month whereupon such payment
will be made on the preceding Sterling
Business Day; and
(H) the receipt of the holder for the time
being of any Registered Share (or in the case
of joint holders the receipt of any one of
them) in respect of the monies payable on
redemption on such Registered Share shall
constitute an absolute discharge to the
Company.
(iii) Upon the redemption of any Non-cumulative Sterling
Preference Shares the nominal amount of such
shares comprised in the capital of the Company
shall thereafter be divided into, and reclassified
as, Ordinary Shares without any further resolution
or consent being required.
(g) Purchase
(i) Subject to the provisions of the Statutes and any
other applicable laws, the Company may at any
30
time and from time to time purchase any
Non-cumulative Sterling Preference Shares upon
such terms as the Directors shall determine
provided that, in the case of Non-cumulative
Sterling Preference Shares which are listed on The
Stock Exchange, the purchase price, exclusive of
expenses and accrued dividends, shall not exceed
(i) in the case of a purchase in the open market,
or by tender (which shall be available alike to
all holders of the Non-cumulative Sterling
Preference Shares), the average of the closing
middle market quotations of such Non-cumulative
Sterling Preference Shares on The Stock Exchange
(as derived from The Stock Exchange Daily Official
List) for the last 10 dealing days preceding the
date of purchase or(if higher), in the case of a
purchase in the open market only, the market price
on the date of purchase provided that such market
price is not more than 105 per cent, of such
average and (ii) in the case of a purchase by
private treaty, 120 per cent. of the closing
middle market quotation of such Non-cumulative
Sterling Preference Shares on The Stock Exchange
(as derived from The Stock Exchange Daily Official
List) for the last dealing day preceding the date
of purchase; but so that this proviso shall not
apply to any purchase of Non-cumulative Sterling
Preference Shares made in the ordinary course of a
business of dealing in securities.
(ii) Upon the purchase of any Non-cumulative Sterling
Preference Shares the nominal amount of such
shares comprised in the capital of the Company
shall thereafter be divided into, and reclassified
as, Ordinary Shares without any further resolution
or consent being required.
(3) Save with the written consent of the holders of three-quarters
in nominal value of, or with the sanction of an Extraordinary
Resolution passed at a separate General Meeting of the holders
of the Non-cumulative Sterling Preference Shares, the
Directors shall not, pursuant to Articles 138 or 139,
capitalise any part of the amounts available for distribution
and referred to therein if after such capitalisation the
aggregate of such amounts would be less than such multiple, if
any, as may be determined by the Directors prior to the first
allotment of Non-cumulative Sterling Preference Shares, of the
aggregate amount of the dividends (exclusive of any associated
tax credit) payable in the twelve month period following such
capitalisation on the Non-cumulative Sterling Preference
Shares then in issue and any other New Preference Shares then
in issue expressed to rank pari passu therewith as regards
participation in profits.
(4) (a) Save with the written consent of the holders of three-
quarters in nominal value of, or with the sanction of an
Extraordinary Resolution passed at a separate General
Meeting of the holders of, the Non-cumulative Sterling
Preference Shares, the Directors shall not authorise or
create, or increase the amount of, any shares of any
class or any security convertible into shares of any
class ranking as regards rights to participate in the
profits or assets of the Company (other than on a
redemption or
31
purchase by the Company of any such shares) in priority
to the Non-cumulative Sterling Preference Shares.
(b) The special rights attached to any series of
Non-cumulative Sterling Preference Shares allotted or in
issue shall not (unless otherwise provided by their
terms of issue) be deemed to be varied by the creation
or issue of any New Shares ranking as regards
participation in the profits or assets of the Company in
some or all respects pari passu with or after such
Non-cumulative Sterling Preference Shares. Any New
Shares ranking pari passu with such Non-cumulative
Sterling Preference Shares in some or all respects may
without their creation or issue being deemed to vary the
special rights attached to any Non-cumulative Sterling
Preference Share then in issue either carry rights
identical in all respects with such Non-cumulative
Sterling Preference Shares or any of them or rights
differing therefrom in any respect, including, but
without prejudice to the generality of the foregoing, in
that: --
(a) the rate of or means of calculating the dividend
may differ and the dividend may be cumulative or
non-cumulative;
(b) the New Shares or any series thereof may rank for
dividend as from such date as may be provided by
the terms of issue thereof and the dates for
payment of dividend may differ;
(c) the New Shares may be denominated in Sterling or
in any Foreign Currency;
(d) a premium may be payable on return of capital or
there may be no such premium;
(e) the New Shares may be redeemable at the option of
the holder or of the Company, or may be
non-redeemable and if redeemable at the option of
the Company, they may be redeemable at different
dates and on different terms from those applying
to the Non-cumulative Sterling Preference Shares;
and
(f) the New Shares may be convertible into Ordinary
Shares or any other class of shares ranking as
regards participation in the profits and assets of
the Company pari passu with or after such
Non-cumulative Sterling Preference Shares in
each case on such terms and conditions as may be
prescribed by the terms of issue thereof.
(D)(1) The Non-cumulative Dollar Preference Shares shall rank after
the Cumulative Preference Shares to the extent specified in
this Article 4, and shall rank pari passu inter se and (save
as aforesaid) with the Cumulative Preference Shares and with
all other New Preference Shares. They shall confer the rights
and be subject to the restrictions set out in this Article
4(D) and shall also confer such further rights (not being
inconsistent with the rights set out in this Article 4(D)) as
may be attached by the Directors to such shares in accordance
with this Article 4(D) prior to allotment. Whenever the
Directors have power under this Article to determine any of
the rights attached to any of the Non-cumulative Dollar
Preference Shares, the rights so determined need not be the
same as those attached to the Non-cumulative Dollar
32
Preference Shares then allotted or in issue. The
Non-cumulative Dollar Preference Shares may be issued in one
or more separate series, and each series shall be identified
in such manner as the Directors may determine without any such
determination or identification requiring any alteration to
these presents.
(2) Each Non-cumulative Dollar Preference Share shall confer the
following rights as to participation in the profits and assets
of the Company, receipt of notices, attendance and voting at
meetings and redemption:--
(a) Income
The right (subject to the provisions of paragraph (b) of
this sub-Article, if applicable) to a non-cumulative
preferential dividend not exceeding a specified amount,
payable in Dollars at such rate on such dates (each a
"dividend payment date") in respect of such periods
(each a "dividend period") and on such other terms and
conditions as may be determined by the Directors prior
to allotment thereof. References in these presents to a
"dividend" on the Non-cumulative Dollar Preference
Shares include a reference to each dividend in respect
of each dividend period applicable thereto and
references in this Article 4(D) to dividend payment
dates and dividend periods are to dividend payment dates
and dividend periods in respect of the Non-cumulative
Dollar Preference Shares only. Such dividends shall be
paid in priority to the payment of any dividends on the
Ordinary Shares. The Non-cumulative Dollar Preference
Shares shall rank for dividend after the Cumulative
Preference Shares, pari passu with all other New
Preference Shares expressed to rank pari passu therewith
as regards participation in profits and otherwise in
priority to any other share capital in the Company.
(b) Further provisions as to income
All or any of the following provisions shall apply in
relation to any particular Non-cumulative Dollar
Preference Shares if so determined by the Directors
prior to allotment thereof:
(i) if, in the opinion of the Directors, the
distributable profits of the Company are
sufficient to cover the payment in full of
dividends on the Non-cumulative Dollar
Preference Shares on any dividend payment date
and also the payment in full of all other
dividends stated to be payable on such date on
any other New Preference Share expressed to
rank pari passu therewith as regards
participation in profits, after payment in
full, or the setting aside of a sum to cover
the payment in full, of all dividends stated to
be payable on such date on any Cumulative
Preference Share, then each such dividend shall
be declared and paid in full;
(ii) if, in the opinion of the Directors, the
distributable profits of the Company are
insufficient to cover the payment in full of
dividends on the Non-cumulative Dollar
Preference Shares on any dividend payment date
and also the payment in full of all other
dividends stated to be payable on such date on
any other New Preference Share expressed to
33
rank pari passu therewith as regards
participation in profits after payment in full,
or the setting aside of a sum to cover the
payment in full, of all dividends stated to be
payable on or before such date on any
Cumulative Preference Share, then dividends
shall be declared by the Directors pro rata for
the Non-cumulative Dollar Preference Shares and
such other New Preference Shares to the extent
of the available distributable profits (if any)
to the intent that the amount of dividend
declared per share on each such Non-cumulative
Dollar Preference Share and other New
Preference Share will bear to each other the
same ratio as the dividends accrued per share
on each such Non-cumulative Dollar Preference
Share and other New Preference Share bear to
each other. If it shall subsequently appear
that any such dividend which has been paid
should not, in accordance with the provisions
of this sub-paragraph, have been so paid, then
provided the Directors shall have acted in good
faith, they shall not incur any liability for
any loss which any shareholder may suffer in
consequence of such payment having been made;
(iii) if, in the opinion of the Directors, the
payment of any dividend on any Non-cumulative
Dollar Preference Shares would breach or cause
a breach of the Bank of England's capital
adequacy requirements applicable to the Company
and/or any of its subsidiaries, then none of
such dividend shall be declared or paid;
(iv) subject to sub-paragraph (v) below, the
Non-cumulative Dollar Preference Shares shall
carry no further right to participate in the
profits of the Company and if and to the extent
that any dividend or part thereof is on any
occasion not paid for the reasons described in
sub-paragraphs (ii) or (iii) above, the holders
of such shares shall have no claim in respect
of such non-payment;
(v) if any dividend or part thereof on any
Non-cumulative Dollar Preference Share is not
payable for the reasons specified in
sub-paragraphs (ii) or (iii) above and if they
so resolve, the Directors may, subject to the
Statutes, pay a special non-cumulative
preferential dividend on the Non-cumulative
Dollar Preference Shares at a rate not
exceeding one (1) US cent per share (but so
that reference elsewhere in this Article and in
Article 4(C) to any dividend payable on any
Non-cumulative Dollar Preference Shares shall
not be treated as including a reference to any
such special dividend);
(vi) if any date on which dividends are payable on
Non-cumulative Dollar Preference Shares is not
a day on which banks in London and the City of
New York are open for business, and on which
foreign exchange dealings may be conducted in
such cities ("a Dollar Business Day"), then
payment of the dividend payable on such date
will be made on the succeeding Dollar Business
Day and without any interest or other payment
in respect of such delay unless such day shall
fall within the
34
next calendar month whereupon such payment will
be made on the preceding Dollar Business Day;
(vii) dividends payable on Non-cumulative Dollar
Preference Shares shall accrue from and to the
dates determined by the Directors prior to
allotment thereof, and the amount of dividend
payable in respect of any period shorter than a
full dividend period will be calculated on the
basis of twelve 30-day months, a 360-day year
and the actual number of days elapsed in such
period;
(viii)if the dividend stated to be payable on the
Non-cumulative Dollar Preference Shares on the
most recent dividend payment date has not been
declared and paid in full, or if a sum has not
been set aside to provide for such payment in
full, no dividends may be declared on any other
share capital of the Company (other than the
Cumulative Preference Shares), and no sum may
be set aside for the payment thereof, unless,
on the date of declaration relative to any such
payment, an amount equal to the dividend stated
to be payable on the Non-cumulative Dollar
Preference Shares in respect of the then
current dividend period is set aside for the
payment in full of such dividend on the
dividend payment date relating to the then
current dividend period; and
(ix) if any dividend stated to be payable on the
Non-cumulative Dollar Preference Shares on any
dividend payment date has not been declared and
paid in full, or if a sum has not been set
aside to provide for such payment in full, the
Company may not redeem or purchase or otherwise
acquire for any consideration any other share
capital of the Company, and may not set aside
any sum nor establish any sinking fund for the
redemption or purchase or other such
acquisition thereof, until such time as
dividends stated to be payable on the
Non-cumulative Dollar Preference Shares in
respect of successive dividend periods together
aggregating no less than twelve months shall
thereafter have been declared and paid in full.
(c) Capital
The right on a winding up or liquidation, voluntary or
otherwise other than (unless otherwise provided by the
terms of issue of such share) a redemption or purchase
by the Company of any shares of any class, to receive in
Dollars out of the surplus assets of the Company
available for distribution amongst the members:--
(i) after payment of the arrears (if any) of the
fixed cumulative preferential dividends stated
to be payable on the Cumulative Preference
Shares to the holders thereof in accordance
with Article 4(B) FIRSTLY and pari passu with
the holders of any other New Preference Shares
expressed to rank pari passu therewith as
regards participation in profits and in
priority to the holders of the Ordinary Shares
of the Company a sum equal to:--
(A) the amount of any dividend which is due
for payment after the date of
commencement of
35
winding up or liquidation but which is payable in
respect of a period ending on or before such date;
and
(B) any further amount of dividend payable in respect
of the period from the preceding dividend payment
date to the date of payment in accordance with
this sub-paragraph (i)
but only to the extent that any such amount or further
amount was, or would have been, payable as a dividend in
accordance with or pursuant to this Article 4(D) (other
than pursuant to this provision); and
(ii) subject thereto, pari passu with the holders of the
Cumulative Preference Shares and any other New
Preference Shares expressed to rank pari passu therewith
as regards participation in surplus assets in priority
to the holders of the Ordinary Shares of the Company, a
sum equal to the amount paid up or credited as paid up
on the Non-cumulative Dollar Preference Shares
(including any premium paid to the Company in respect
thereof on issue).
If upon any such winding up or liquidation, the amounts available
for payment are insufficient to cover the amounts payable in full on
the Cumulative Preference Shares, the Non-cumulative Dollar
Preference Shares and on any other New Preference Share expressed to
rank pari passu therewith as regards participation in surplus
assets, then the holders of the Cumulative Preference Shares, the
Non-cumulative Dollar Preference Shares and such other New
Preference Shares will share rateably in the distribution of surplus
assets (if any) in proportion to the full respective preferential
amounts to which they are entitled. No Non-cumulative Dollar
Preference Share shall confer any right to participate in the
surplus assets of the Company other than that set out in this
sub-paragraph (2)(c) of this Article 4(D).
(d) Receipt of Notices
The right to have sent to the holder of each Non-cumulative Dollar
Preference Share (at the same time as the same are sent to the
holders of Ordinary Shares) a copy of the Company's Annual Report
and Accounts and Interim Financial Statement together with notice of
any General Meeting of the Company at which such holder is entitled
to attend and vote.
(e) Attendance and Voting at Meetings
The right to attend at a General Meeting of the Company and to speak
to or vote upon any Resolution proposed thereat in the following
circumstances:--
(i) in respect of a Resolution which is to be proposed at
the Meeting either varying or abrogating any of the
rights attached to the Dollar Shares or proposing the
winding up of the Company (and then in each such case
only to speak to and vote upon any such Resolution);
(ii) in circumstances where the dividend stated to be payable
on the Non-cumulative Dollar Preference Shares in
respect of such number of dividend
36
periods as the Directors shall determine prior to
allotment thereof has not been declared and paid in
full, and until such date as the Directors shall
likewise determine; and
(iii) in such other circumstances as the Directors may
determine prior to allotment of the Non-cumulative
Dollar Preference Shares,
but not otherwise, together with the right, in such circumstances,
if any, as the Directors may determine prior to allotment of the
Non-cumulative Dollar Preference Shares, to seek to requisition a
General Meeting of the Company for which purpose the Non-cumulative
Dollar Preference Shares will be deemed to carry the number of votes
determined pursuant to the following sentence. Whenever holders of
Non-cumulative Dollar Preference Shares are so entitled to vote on a
Resolution, on a show of hands every such holder who is present in
person shall have one vote and, on a poll, every such holder who is
present in person or by proxy shall have such number of votes for
each Non-cumulative Dollar Preference Share held as may be
determined by the Directors prior to allotment of such
Non-cumulative Dollar Preference Shares.
(f) Redemption
(i) Unless the Directors shall, prior to the allotment of
any series of Non-cumulative Dollar Preference Shares,
determine that such series shall be non-redeemable, each
series of Non-cumulative Dollar Preference Shares shall,
subject to the provisions of the Statutes, be redeemable
at the option of the Company in accordance with the
following provisions.
(ii) In the case of any series of Non-cumulative Dollar
Preference Shares which are to be so redeemable:--
(A) the Company may, subject thereto, redeem on any
Redemption Date (as hereinafter defined) all or
some only of the Non-cumulative Dollar Preference
Shares by giving to the holders of the
Non-cumulative Dollar Preference Shares to be
redeemed not less than 30 days' nor more than 60
days' prior notice in writing (a "Notice of
Redemption") of the relevant Redemption Date.
"Redemption Date" means, in relation to a
Non-cumulative Dollar Preference Share, any date
which falls no earlier than five years and one day
after the date of allotment of the Non-cumulative
Dollar Preference Share to be redeemed;
(B) there shall be paid on each Non-cumulative Dollar
Preference Share so redeemed, in Dollars, the
aggregate of the nominal amount thereof together
with any premium paid on issue together with,
where applicable, the Relevant Redemption Premium
(defined below) and together with arrears (if any)
of dividends thereon (whether earned or declared
or not) in respect of the period from the dividend
payment date last preceding the
37
Redemption Date to the Redemption Date. "Relevant
Redemption Premium" means an amount calculated in
accordance with the following formula as applied
in relation to a Redemption Date notified under
sub-paragraph (A) above which falls within the
period of twelve months commencing on the day
following the fifth, sixth, seventh, eighth or
ninth anniversary of the relevant date of
allotment ("the Relevant Date"), as the case may
be.
The formula for calculation of the Relevant
Redemption Premium shall be A x B where:
"A" is the amount of dividend excluding any
associated tax credit (not expressed as a
percentage) calculated at the date of allotment
to which the holder of the Non-cumulative Dollar
Preference Share to be redeemed would become
entitled in respect of the twelve months following
allotment by virtue of the terms of issue thereof
on the assumption that such amount of dividend had
accrued on the Non-cumulative Dollar Preference
Share during such period and was payable at the
end of such period and on the further assumption
that there shall be no change in the associated
tax credit affecting the amount of dividend
payable in respect of such period; and
"B" in relation to a Redemption Date falling
within the period of twelve months commencing on
the day following the fifth anniversary of the
Relevant Date, is 66.66 per cent.,
or
in relation to a Redemption Date falling within
the period of twelve months commencing on the day
following the sixth anniversary of the Relevant
Date, is 53.33 per cent.,
or
in relation to a Redemption Date falling within
the period of twelve months commencing on the day
following the seventh anniversary of the Relevant
Date, is 40.00 per cent.,
or
in relation to a Redemption Date falling within
the period of twelve months commencing on the day
following the eighth anniversary of the Relevant
Date, is 26.66 per cent.,
or
in relation to a Redemption Date falling within
the period of twelve months commencing on the day
following the ninth anniversary of the Relevant
Date, is 13.33 per cent.
No Relevant Redemption Premium shall be payable
when the Redemption Date falls after the tenth
anniversary of the Relevant Date. The product of
the above formula in respect of a Non-cumulative
Dollar Preference Share
38
may, in the Directors' discretion, be rounded down
to the nearest whole cent;
(C) in the case of a redemption of some only of the
Non-cumulative Dollar Preference Shares in any
series, the Company shall for the purpose of
determining the particular Non-cumulative Dollar
Preference Shares to be redeemed cause a drawing
to be made at the Office or such other place as
the Directors may approve in the presence of the
Auditors for the time being of the Company;
(D) any Notice of Redemption given under sub-
paragraph (ii)(A) above shall specify the
applicable Redemption Date, the particular
Non-cumulative Dollar Preference Shares to be
redeemed and the redemption price (specifying the
amount of the accrued and unpaid dividend per
share to be included therein and stating that
dividends on the Non-cumulative Dollar Preference
Shares to be redeemed will cease to accrue on
redemption), and shall state the place or places
at which documents of title in respect of such
Non-cumulative Dollar Preference Shares are to be
presented and surrendered for redemption and
payment of the redemption monies is to be
effected. Upon such Redemption Date, the Company
shall redeem the particular Non-cumulative Dollar
Preference Shares to be redeemed on that date
subject to the provisions of this paragraph and of
the Statutes. No defect in the Notice of
Redemption or in the giving thereof shall affect
the validity of the redemption proceedings;
(E) the provisions of this and the following sub-
paragraphs shall have effect in relation to Non-
cumulative Dollar Preference Shares for the time
being issued and registered in the Register of
Members ("Registered Shares") and represented by
certificates ("Certificates") and in relation to
Non-cumulative Dollar Preference Shares which, in
accordance with Article 51 of these presents, are
for the time being issued and represented by a
Warrant (as defined in the said Article 51)
("Bearer Shares"). Payments in respect of the
amount due on redemption of a Registered Share
shall be made by Dollar cheque drawn on a bank in
London or in the City of New York or upon the
request of the holder or joint holders not later
than the date specified for the purpose in the
Notice of Redemption by transfer to a Dollar
account maintained by the payee with a bank in
London or in the City of New York. Such payment
will be against presentation and surrender of the
relative Certificate at the place or one of the
places specified in the Notice of Redemption and
if any Certificate so surrendered includes any
Non-cumulative Dollar Preference Shares not to be
redeemed
39
on the relevant Redemption Date the Company shall
within 14 days thereafter issue to the holder,
free of charge, a fresh Certificate in respect of
such Non-cumulative Dollar Preference Shares.
Payment in respect of the amount due on redemption
of a Bearer Share shall be made by Dollar cheque
drawn on a bank in London or in the City of New
York or upon the request of the holder not later
than the date specified for the purpose in the
Notice of Redemption by transfer to a Dollar
account maintained by the payee with a bank in
London or in the City of New York. Such payments
will be made against presentation and surrender of
the Warrant and all unmatured dividend coupons and
talons (if any) at the place or places specified
in the Notice of Redemption. Upon the relevant
Redemption Date all unmatured dividend coupons and
any talon for additional dividend coupons
appertaining thereto (whether or not returned)
shall become void and no payment will be made in
respect thereof. If the Warrant so surrendered
represents any Non-cumulative Dollar Preference
Shares not to be redeemed on the relevant
Redemption Date the Company shall issue, free of
charge, a fresh Warrant representing such Bearer
Shares which are not to be redeemed on such
Redemption Date.
All payments in respect of redemption monies will
in all respects be subject to any applicable
fiscal or other laws;
(F) as from the relevant Redemption Date the dividend
on the Non-cumulative Dollar Preference Shares
due for redemption shall cease to accrue except on
any such Non-cumulative Dollar Preference Share in
respect of which, upon the due surrender of the
Certificate or, as the case may be, the Warrant
and all unmatured dividend coupons and talons (if
any) in respect thereof, in accordance with
sub-paragraph (E) above, payment of the redemption
monies due on such Redemption Date shall be
improperly withheld or refused, in which case such
dividend, at the rate then applicable, shall be
deemed to have continued and shall accordingly
continue to accrue from the relevant Redemption
Date to the date of payment of such redemption
monies. Such Non-cumulative Dollar Preference
Share shall not be treated as having been redeemed
until the redemption monies in question together
with the accrued dividend thereon shall have been
paid;
(G) if the due date for the payment of the redemption
monies on any Non-cumulative Dollar Preference
Share is not a Dollar Business Day then payment of
such monies will be made on the next succeeding
day which is a Dollar
40
Business Day and without any interest or other
payment in respect of such delay unless such day
shall fall within the next calendar month
whereupon such payment will be made on the
preceding Dollar Business Day; and
(H) the receipt of the holder for the time being of
any Registered Share (or in the case of joint
holders the receipt of any one of them) and the
receipt of the person delivering any Warrant to
the place or one of the places specified pursuant
to sub-paragraph (D) above in respect of the
monies payable on redemption on such Registered
Share or, as the case may be, such Bearer Share,
shall constitute an absolute discharge to the
Company.
(g) Purchase
Subject to the provisions of the Statutes and any other
applicable laws, the Company may at any time and from time to
time purchase any Non-cumulative Dollar Preference Shares upon
such terms as the Directors shall determine provided that, in
the case of Non-cumulative Dollar Preference Shares which are
listed on The Stock Exchange, the purchase price, exclusive of
expenses and accrued dividends, shall not exceed (i) in the
case of a purchase in the open market, or by tender (which
shall be available alike to all holders of the Non-cumulative
Dollar Preference Shares), the average of the closing middle
market quotations of such Non-cumulative Dollar Preference
Shares on The Stock Exchange (as derived from The Stock
Exchange Daily Official List) for the last 10 dealing days
preceding the date of purchase or(if higher), in the case of a
purchase in the open market only, the market price on the date
of purchase provided that such market price is not more than
105 per cent. of such average and (ii) in the case of a
purchase by private treaty, 120 per cent. of the closing
middle market quotation of such Non-cumulative Dollar
Preference Shares on The Stock Exchange (as derived from The
Stock Exchange Daily Official List)for the last dealing day
preceding the date of purchase; but so that this proviso shall
not apply to any purchase of Non-cumulative Dollar Preference
Shares made in the ordinary course of a business of dealing in
securities.
(3)(a) Save with the written consent of the holders of
three-quarters in nominal value of, or with the sanction of an
Extraordinary Resolution passed at a separate General Meeting
of the holders of, the Non-cumulative Dollar Preference
Shares, the Directors shall not authorise or create, or
increase the amount of, any shares of any class or any
security convertible into shares of any class ranking as
regards rights to participate in the profits or assets of the
Company (other than on a redemption or purchase by the Company
of any such shares) in priority to the Non-cumulative Dollar
Preference Shares.
(b) The special rights attached to any series of Non-cumulative
Dollar Preference Shares allotted or in issue shall not
(unless otherwise provided by their terms of issue) be deemed
to be varied by the creation or issue
41
shall not (unless otherwise provided by their terms of issue)
be deemed to be varied by the creation or issue of any New
Shares ranking as regards participation in the profits or
assets of the Company in some or all respects pari passu with
or after such Non-cumulative Dollar Preference Shares. Any New
Shares ranking in some or all respects pari passu with such
Non-cumulative Dollar Preference Shares may without their
creation or issue being deemed to vary the special rights
attached to any Non-cumulative Dollar Preference Share then in
issue either carry rights identical in all respects with such
Non-cumulative Dollar Preference Shares or any of them or
carry rights differing there from in any respect, including,
but without prejudice to the generality of the foregoing, in
that:--
(i) the rate or means of calculating the dividend may
differ and the dividend may be cumulative or
non-cumulative;
(ii) the New Shares or any series thereof may rank for
dividend as from such date as may be provided by
the terms of issue thereof and the dates for
payment of dividend may differ;
(iii) the New Shares may be denominated in Sterling or
in any Foreign Currency;
(iv) a premium may be payable on return of capital or
there may be no such premium;
(v) the New Shares may be redeemable at the option of
the holder or of the Company, or may be
non-redeemable and if redeemable at the option of
the Company, they may be redeemable at different
dates and on different terms from those applying
to the Non-cumulative Dollar Preference Shares;
and
(vi) the New Shares may be convertible into Ordinary
Shares or any other class of shares ranking as
regards participation in the profits and assets of
the Company pari passu with or after such
Non-cumulative Dollar Preference Shares in each
case on such terms and conditions as may be
prescribed by the terms of issue thereof.
(E) Subject to the provisions of Article 4 and to the special
rights attached to the Non-cumulative Sterling Preference
Shares and the Non-cumulative Dollar Preference Shares and to
any special rights which are or may be attached to any other
class of shares (i) the profits of the Company available for
dividend and resolved to be distributed shall be distributed
by way of dividend amongst the holders of the Ordinary Shares
and (ii) on a winding up or liquidation, voluntary or
otherwise, the residue, if any, of the surplus assets of the
Company available for distribution amongst the members shall
belong to the holders of the Ordinary Shares and be divided
amongst them in proportion to the amounts paid up or credited
as paid up on such shares held by them respectively."
(f) by the deletion in Article 5 of the words "dividend, return of
capital", and the substitution therefor of the words "participation
in the profits or assets of the Company"
and by the insertion therein after the word "determination" of the
words "or in pursuance of any power conferred on the Directors by
these presents or by Ordinary Resolution,".
42
(g) by the insertion after the words "of such amounts," in Article 8 of
the words "and denominated in such currencies".
(h) by the insertion at the end of Article 11 of the following: --
"Unless otherwise provided by the terms of issue, the rights
attached to any New Preference Share shall not be deemed to be
varied or abrogated by the purchase or redemption by the Company of
any of its shares ranking as regards participation in the profits or
assets of the Company pari passu with or after such share".
(i) by the insertion at the end of Article 12 of the following: --
"Unless otherwise provided by the terms of its issue, the rights
attached to any New Preference Share shall not be deemed to be
varied or abrogated by a reduction of any share capital ranking as
regards participation in the profits and assets of the Company pari
passu with or after such share".
(j) by the insertion at the end of Article 13 of the following: --
"No share in the Company may be allotted (a) for cash in a currency
other than that in which it is denominated or (b) for a
consideration other than cash unless the value ascribed thereto is
denominated in the same currency as such share."
(k) by the deletion of Article 51(A) and the substitution therefor of
the following: --
"(A) Subject to the provisions of the Statutes, the Company may
issue share warrants to bearer (each a "Warrant") and the
Directors may accordingly, with respect to any share which is
fully paid up and with respect to any one or more such shares
as may be specified from time to time in a Warrant (in any
case in which they shall in their discretion think fit so to
do) issue under the Seal a Warrant stating that the bearer of
the Warrant is entitled to the shares therein specified, and
may in any case in which a Warrant is so issued provide by
coupons or otherwise for the payment of the future dividends
or other moneys in respect of the shares included in such
Warrant."
(l) by the deletion in Articles 51(B), (C), (D), (E), (F), (H) and (J)
wherever they appear of the words "share warrant" or "warrant" and
the substitution therefor of the word "Warrant".
(m) by the deletion of Article 51(G) and the substitution therefor of
the following: --
"(G) The Directors may issue new Warrants or coupons in such
manner, subject to such conditions and in respect of such
number of shares as they think fit from time to time and the
Directors shall be empowered at any time and from time to time
to amend any Warrant then in issue so that by virtue of such
amendments the number of shares which such Warrant from time
to time represents is accurately shown therein provided that
no new Warrant or coupon shall be issued in place of one lost
unless the Directors are satisfied beyond reasonable doubt
that the original has been destroyed."
(n) by the deletion of Article 51(K) and the substitution therefor of
the following: --
"(K) The Directors may from time to time as they think fit make and
vary the terms and conditions on which Warrants may be issued
and any matters incidental thereto. Subject to these presents
the bearer of any Warrant shall be subject to the conditions
for the time being in force relating to Warrants whether made
before or after the issue of such Warrant."
(o) by the insertion after the words "entitled to vote" in each of
Articles 58 and 59 of the words "at such meeting".
(p) by the insertion after the words "the members present" in Article 60
of the words "and entitled to vote at such meeting".
43
(q) by the redesignation of Articles 64(C) and (D) as Articles 64(D) and
(E) respectively and by the insertion immediately before such
Articles of the following:--
"(C) the depositary for the time being under any deposit agreement
between the Company and such depositary providing for the
deposit of any New Preference Shares, provided such depositary
is present in person and entitled to vote;"
(r) by the insertion after the words "recommended by the Directors" in
Article 124 of the following:--
", or in contravention of the special rights attaching to any
share." and by the insertion of the following sentences immediately
before the last sentence of Article 124:--
"The amounts of any such pro rata apportionments shall be determined
by the Directors as they think fit in all respects including as to
any Applicable Exchange Rate applied by them for the purposes of
converting any amount denominated in one currency into another
currency for such determination. Provided that the Directors act
bona fide they shall not incur any responsibility to the holders of
any share in respect of the determination of such pro rata
apportionment."
(s) by the re-designation of Article 125 as Article 125(A), and by the
deletion of Article 125(A) and the substitution therefor of
the following:--
"(A) If and so far as in the opinion of the Directors the profits
of the Company justify such payment, the Directors may
(subject to the special rights attaching to any share and
provided that the Directors may in any event pay an interim
dividend on the Ordinary Shares at a rate not exceeding L0.01
per Ordinary Share) subject to the Statutes declare and pay
the fixed dividends or dividends not exceeding a specified
amount on any class of shares carrying a fixed dividend
or dividends not exceeding a specified amount expressed to be
payable on fixed dates on the half-yearly or other dates
prescribed for the payment thereof and may also from time to
time subject to the Statutes declare and pay interim dividends
on shares of any class of such amount and on such dates and in
respect of such periods as they think fit. For the purpose of
ascertaining the profits of the Company available for
distribution at any time and the extent to which the same may
cover fixed dividends or dividends not exceeding a specified
amount expressed to be payable at such time, the Directors may
convert any such profits or reserves denominated in, and any
fixed dividend or dividends not exceeding a specified amount
expressed to be payable in, a Foreign Currency into Sterling
at the Applicable Exchange Rate."
(t) by the insertion after Article 125(A) of the following new Article
125(B):--
"(B) Provided that the Directors act bona fide, they shall not
incur any responsibility to the holders of any share
conferring a preference which may at any time be issued for
any damage they may suffer by reason of the payment of an
interim dividend on any shares ranking after such preference
shares. A resolution of the Directors declaring the interim
dividend shall (once announced) be irrevocable and have the
same effect in all respects as if such dividend had been
declared upon the recommendation of the Directors by an
Ordinary Resolution of the Company."
(u) by the insertion after the words "the Directors may" in Article
133(A) of the following:--
"subject to the rights attached to any class of share, and in
addition to the provisions of Article 4(C)(2)(b)(vi),".
(v) by the insertion at the end of the first sentence of Article 134 of
the following:--
44
"or may be paid by such other means as the Directors may determine
or think fit"
and by the insertion at the beginning of the second sentence therein
of the following:--
"Where such dividends or other monies are or are to be paid by
cheque or warrant,"
and by the insertion at the end of Article 134 of the following new
sentence:--
"Subject to the provisions of these presents and to the rights
attaching to or the terms of issue of any shares, any dividends or
other monies on or in respect of a share may be paid in such
currency on the basis of the Applicable Exchange Rate as the
Directors may think fit or otherwise determine."
(w) by the re-designation of Article 137 as Article 137(A) and by the
insertion therein after the words "from time to time" of the words
"subject to the rights attaching to any share"
and by the insertion therein after the words "such sums" of the
words "in such currencies"
and by the insertion therein after the words "special funds" of the
words "denominated in such currencies"
and by the insertion therein after the words "one fund" of the words
"denominated in such currencies as they think fit"
and by the insertion after the words "the Statutes" of the words
"and these presents".
(x) by the insertion of new Articles 137(B) and (C) as follows:--
"(B) Notwithstanding the provisions of paragraph (A) of this
Article:--
(i) unless the Directors shall determine in relation to any
New Preference Shares prior to the allotment thereof that this
paragraph (B)(i) shall not apply thereto, the Directors shall
not set aside out of profits and carry to any reserve fund
referred to in paragraph (A), or carry forward in the manner
described in paragraph (A), any sum then required for the
payment of dividend payable on any New Preference Shares which
may be properly applied for that purpose; and
(ii) if at any time there shall be insufficient profits
standing to the credit of the profit and loss account (or any
other of the Company's accounts or reserves) and available for
distribution for the payment of any such dividend referred to
in paragraph (B)(i) above, the Directors shall (subject to the
Statutes) withdraw from any such reserve fund referred to in
paragraph (A) such sum (calculated at the Applicable Exchange
Rate) as may be required for payment of any such dividend (and
so that the Directors shall not require the consent of the
Company in General Meeting to such withdrawal). Subject to the
Statutes, any sum so withdrawn (and any profits previously
carried forward pursuant to paragraph (A) subsequently
required for the payment of any such dividend) may be applied
in or towards payment of such dividend.
(C) Any consolidation of or any credit to, debit from or other
transfer between reserves denominated in different currencies
shall be effected at the Applicable Exchange Rate."
(y) by the insertion at the beginning of Article 138 of the words
"Subject to the Statutes and to the rights attaching to any share".
and by the insertion therein after the words "resolved to be
capitalised" of the words "either in accordance with the rights
attaching to any share or".
(z) by the insertion at the end of the first sentence of Article 147 of
the following:--
45
"or, in respect of any shareholder, in accordance with any of the
rights attaching to his shares for the time being or in accordance
with any other arrangements approved by the Directors for the
purpose".
ORDINARY RESOLUTION
2.(A) THAT the authorised share capital of the Company be and it is hereby
increased by the creation of 683,600,000 Ordinary Shares of 25p each;
(B) for the purposes of section 80 of the Companies Act 1985, and in addition
to and without prejudice to the authority conferred by Ordinary Resolution
at the Company's Annual General Meeting on 12th January 1989, the
Directors be and they are hereby generally and unconditionally authorised
to exercise all the powers of the Company to allot relevant securities
(within the meaning of the said section 80) up to an aggregate nominal
amount of L170,900,000 (which amount shall include any new Ordinary
Shares to be issued credited as fully paid pursuant to paragraph (C) of
this Resolution) provided that this authority shall expire at the
conclusion of the next Annual General Meeting of the Company except that
the Company may before the expiry of such period make an offer or
agreement which would or might require relevant securities to be allotted
after the expiry of such period and the Directors may allot relevant
securities in pursuance of any such offer or agreement as if the authority
conferred hereby had not expired; and
(C) upon the recommendation of the Directors it is desirable to capitalise
the sum of up to L119,180,749.50, being part of the amount standing to the
credit of the revaluation reserves of the Company, and accordingly that
such sum (being no greater than that required to effect the Capitalisation
Issue referred to in the circular letter hereinafter mentioned) be
capitalised and that the Directors be and are hereby authorised and
directed, subject to the provisions regarding fractional entitlements set
out in the circular letter to holders inter alia of Ordinary Shares of the
Company dated 28th July 1989, to appropriate such sum to the holders of
Ordinary Shares of the Company at the close of business on 31st August
1989 and to apply such sum on behalf of such holders of Ordinary Shares in
paying up in full up to L119,180,749.50 of the newly created Ordinary
Shares of the Company and that such new Ordinary Shares credited as fully
paid be allotted and issued to and amongst such holders of Ordinary Shares
in the proportion of three newly created Ordinary Shares for every two
Ordinary Shares then held by each of them respectively on that date, on
the basis that the new Ordinary Shares so to be allotted shall rank in all
respects pari passu with the existing issued Ordinary Shares of the
Company, and to make all such other arrangements relating to such
allotment and issue which they may consider necessary.
SPECIAL RESOLUTION
3.(A) THAT, subject to the passing of the preceding Resolution Number 2, in
substitution for and to the exclusion of the authority conferred by
Special Resolution at the Company's Annual General Meeting on 12th January
1989 (which authority is hereby revoked) the Directors be and they are
hereby empowered pursuant to section 95 of the Companies Act 1985 to allot
equity securities (as defined in section 94 of the said Act) pursuant to
the authority conferred upon them by the preceding Resolution as if
section 89(1) of the said Act did not apply to any such allotment provided
that the power conferred by this Resolution shall be limited:
(a) to the allotment of equity securities in connection with a rights
issue in favour of holders of Ordinary Shares where the equity
securities respectively attributable to the interests of all such
shareholders are proportionate (as nearly as may be) to the
respective numbers of Ordinary Shares held by them; and
46
(b) to the allotment (otherwise than pursuant to sub-paragraph (a)
above) of equity securities having, in the case of relevant
shares(as defined for the purposes of the said section 89) a nominal
amount or, in the case of other equity securities, giving the right
to subscribe for or convert into relevant shares having a nominal
amount not exceeding in aggregate L3,755,902 and shall expire
at the conclusion of the next Annual General Meeting of the Company
unless renewed or extended prior to such date except that the
Company may, before the expiry of any power contained in this
Resolution, make an offer or agreement which would or might require
equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of such offer or agreement
as if the power conferred hereby had not expired; and
(B) there shall be substituted in Article 4 of the Company's Articles of
Association the following: --
(a) if the Special Resolution numbered 1 in the Notice of Extraordinary
General Meeting of which this Resolution forms a part shall have
been passed, for the figures "L290,000,000" and "356,400,000"
the figures "L460,900,000" and "1,040,000,000" respectively;
and
(b) if such Special Resolution shall not have been passed, for the
figures "L60,000,000" and "236,400,000" the figures
"L260,900,000" and "1,040,000,000" respectively.
M. A. R. HERRIES,
Chairman
47
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 11th January 1990
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the Caledonian Hotel, Edinburgh
on 11th January 1990, the following Resolutions were duly passed; as to
Resolution No. 1 as an ORDINARY RESOLUTION and as to Resolution No. 2 as a
SPECIAL RESOLUTION of the Company: --
ORDINARY RESOLUTION
1. That for the purposes of section 80 of the Companies Act 1985 and in
addition to and without prejudice to the authority conferred by paragraph
(B) of the special resolution number 1 passed at the extraordinary general
meeting of the company on 30th August 1989, the directors be and they are
hereby generally and unconditionally authorised to exercise all the powers
of the company to allot relevant securities (within the meaning of the
said section 80) up to an aggregate nominal amount of L 72,043,867
provided that this authority shall expire at the conclusion of the next
annual general meeting of the company after the passing of this resolution
except that the company may before the expiry of such period make an offer
or agreement which would or might require relevant securities to be
allotted after the expiry of such period and the directors may allot
relevant securities in pursuance of any such offer or agreement as if the
authority conferred hereby had not expired.
SPECIAL RESOLUTION
2. That, subject to the passing of the preceding resolution, the directors be
and they are hereby empowered pursuant to section 95 of the Companies Act
1985 to allot equity securities (as defined in section 94 of the said Act)
pursuant to the authority conferred upon them by the preceding resolution
as if section 89(1) of the said Act did not apply to any such allotment
provided that the power conferred by this resolution shall be limited:
(a) to the allotment of equity securities in connection with a rights
issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all such shareholders
are proportionate (as nearly as may be) to the respective numbers of
ordinary shares held by them; and
48
(b) to the allotment (otherwise than pursuant to sub-paragraph (a)
above) of equity securities having, in the case of relevant shares
(as defined for the purposes of the said section 89), a nominal
amount or, in the case of other equity securities, giving the right
to subscribe for or convert into relevant shares having a nominal
amount not exceeding in aggregate L4,955,302
and shall expire at the conclusion of the next annual general meeting of the
company after the passing of this resolution unless renewed or extended prior to
or at such meeting except that the company may, before the expiry of any power
contained in this resolution, make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the directors may
allot equity securities in pursuance of such offer or agreement as if the power
conferred hereby had not expired.
M. A. R. HERRIES
Chairman
49
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 10th January 1991
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the Caledonian Hotel, Edinburgh
on 10th January 1991, the following Resolutions were duly passed; as to
Resolution No. 1 as an ORDINARY RESOLUTION and as to Resolutions Nos. 2, 3 and 4
as SPECIAL RESOLUTIONS of the Company: --
ORDINARY RESOLUTION
1. That for the purposes of section 80 of the Companies Act 1985, and in
addition to and without prejudice to the authority conferred by paragraph
(B) of the special resolution number 1 passed at the extraordinary general
meeting of the company on 30th August 1989, the directors be and they are
hereby generally and unconditionally authorised to exercise all the powers
of the company to allot relevant securities (within the meaning of the
said section 80) up to an aggregate nominal amount of L71,111,436
provided that this authority shall expire at the conclusion of the next
annual general meeting of the company after the passing of this resolution
except that the company may before the expiry of such period make an offer
or agreement which would or might require relevant securities to be
allotted after the expiry of such period and the directors may allot
relevant securities in pursuance of any such offer or agreement as if the
authority conferred hereby had not expired.
SPECIAL RESOLUTION
2. That, subject to the passing of the preceding resolution, the directors be
and they are hereby empowered pursuant to section 95 of the Companies Act
1985 to allot equity securities (as defined in section 94 of the said Act)
pursuant to the authority conferred upon them by the preceding resolution
as if section 89(1) of the said Act did not apply to any such allotment
provided that the power conferred by this resolution shall be limited:
(a) to the allotment of equity securities in connection with a rights
issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all such shareholders
are proportionate (as nearly as may be) to the respective numbers of
ordinary shares held by them;
50
(b) to the allotment of equity securities pursuant to the authority
conferred upon the directors by the resolution numbered 10 below*;
and
(c) to the allotment (otherwise than pursuant to sub-paragraphs (a) or
(b) above) of equity securities having, in the case of relevant
shares (as defined for the purposes of the said section 89), a
nominal amount or, in the case of other equity securities, giving
the right to subscribe for or convert into relevant shares having a
nominal amount not exceeding in aggregate L9,444,428
and shall expire at the conclusion of the next annual general meeting of
the company after the passing of this resolution unless renewed or
extended prior to or at such meeting except that the company may, before
the expiry of any power contained in this resolution, make an offer or
agreement which would or might require equity securities to be allotted
after such expiry and the directors may allot equity securities in
pursuance of such offer or agreement as if the power conferred hereby had
not expired.
SPECIAL RESOLUTION
3. That the articles of association of the company be and they are hereby
amended by the deletion of Article 72(B), the re-numbering of Article
72(A) as Article 72, and the insertion after Article 80 of the following
new Article 80A:--
"RESTRICTIONS ON VOTING AND OTHER SHARE RIGHTS
80A(A)Without prejudice to any other rights or remedies of the Company
where, in respect of any shares in the Company, any registered
holder of such shares or other person appearing to be interested in
such shares fails to comply with any notice (in this Article called
a "statutory notice") given to that holder or other person by the
Company pursuant to Part VI of the 1985 Act or, in purported
compliance with such a statutory notice, makes a statement which is
false in a material particular, then not earlier than fourteen days
(where the shares in question are Ordinary Shares representing at
least 0.25 per cent. in nominal value of the issued ordinary share
capital) or twenty-eight days (in any other case) after the service
of such statutory notice, the Directors may serve upon such
registered holder a notice (in this Article called a
"disenfranchisement notice") stating or to the effect that such
shares shall from the service of the disenfranchisement notice
confer on him no right to attend or vote, in person or by proxy,
either at any General Meeting of the Company or at any separate
General Meeting of the holders of the shares of the relevant class.
(B) Where the shares in question are Ordinary Shares representing at
least 0.25 per cent. in nominal value of the issued ordinary share
capital, the disenfranchisement notice may also at the discretion
of the Directors direct that all or any of the following
restrictions shall also apply in respect of all or any of such
shares:
(i) no transfer of any of the shares held by such registered
holder shall be registered unless (a) such registered holder
is not himself in default as regards supplying the information
requested and the transfer is part only of such registered
holder's holding and, when presented for registration, is
accompanied by a certificate by such registered holder in a
form satisfactory to the Directors to the effect that, after
due and careful enquiry, such registered holder is satisfied
that no person in default as regards supplying such
information is
* Note--Resolution Number 10 was an Ordinary Resolution which authorised the
directors to offer a share dividend alternative.
51
interested in any of the shares the subject of the transfer or
(b) such transfer is an approved transfer; and
(ii) any dividend or other moneys which would otherwise be payable
on such shares shall be retained by the Company in whole or in
part without any liability to pay interest thereon when such
moneys are finally paid to such registered holder.
(C) The Directors may cancel a disenfranchisement notice, in whole or in
part, at any time.
(D) A disenfranchisement notice shall cease to have effect on the date
upon which the notice has been complied with and, in relation to any
Ordinary Shares which are transferred by such member by means of an
approved transfer, on the date of transfer thereof. A transfer of
Ordinary Shares is an approved transfer if, but only if:
(i) it is a transfer to an offer or by way of or in pursuance of
acceptance of a takeover offer (as defined in Section 14 of
the Company Securities (Insider Dealing) Act 1985) for a
company; or
(ii) the Directors are satisfied that the transfer is made pursuant
to a bona fide sale of the whole of the beneficial ownership
of the shares to a person unconnected with the registered
holder or with any other person appearing to be interested in
such shares (including any such sale made through a recognised
investment exchange (as defined in the Financial Services Act
1986) or any other stock exchange outside the United Kingdom
on which the Company's Ordinary Shares are normally traded).
For the purposes of this paragraph (ii) any associate (as
defined in Section 435 of the Insolvency Act 1986) shall be
included amongst the persons who are connected with the
registered holder or any person appearing to be interested in
such shares.
(E) For the purposes of this Article 80A a person shall be treated as
appearing to be interested in any shares if the registered holder of
such shares has given to the Company a notification under Section
212 of the 1985 Act which fails to establish the identities of those
interested in the shares and if (after taking into account the said
notification and any other relevant Section 212 notification) the
Company knows or has reasonable cause to believe that the person in
question is or may be interested in the shares."
SPECIAL RESOLUTION
4. That the articles of association of the company be and they are hereby
amended by the insertion in Article 144 of:--
(a) the words "or (where permitted by the Statutes and/or any applicable
regulations and if the Directors so resolve from time to time) a
copy of a summary financial statement instead of such balance sheet,
profit and loss account and reports" after the words "Auditors'
reports" in the first sentence thereof;
(b) the words "or this statement" after the words "these documents"
wherever the latter words appear in the proviso thereto; and
(c) the words "and/or statements" after the words "such documents" in
the second sentence thereof.
K. C. FOSTER
Secretary
52
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 16th January 1992
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the Caledonian Hotel, Edinburgh
on 16th January 1992, the following Resolutions were duly passed; as to
Resolution No. 1 as an ORDINARY RESOLUTION and as to Resolutions No. 2, 3 and 4
as SPECIAL RESOLUTIONS of the Company:--
ORDINARY RESOLUTION
1. That for the purposes of section 80 of the Companies Act 1985, and in
addition to and without prejudice to the authorities conferred by
paragraph (B) of the resolution numbered 18 below and paragraph (A) of the
resolution numbered 19 below, the directors be and they are hereby
generally and unconditionally authorised to exercise all powers of the
company to allot relevant securities (within the meaning of the said
section 80) up to an aggregate nominal amount of L66,913,874 provided
that this authority shall expire at the conclusion of the next annual
general meeting of the company after the passing of this resolution except
that the company may before the expiry of such period make an offer or
agreement which would or might require relevant securities to be allotted
after the expiry of such period and the directors may allot relevant
securities in pursuance of any such offer or agreement as if the authority
conferred hereby had not expired.
SPECIAL RESOLUTION
2. That, subject to the passing of the preceding resolution, the directors be
and they are hereby empowered pursuant to section 95 of the Companies Act
1985 to allot equity securities (as defined in section 94 of the said Act)
pursuant to the authority conferred upon them by the preceding resolution
as if section 89(1) of the said Act did not apply to any such allotment
provided that the power conferred by this resolution shall be limited:--
(a) to the allotment of equity securities in connection with a rights
issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all such shareholders
are proportionate (as nearly as may be) to the respective numbers
of ordinary shares held by them;
53
(b) to the allotment of equity securities pursuant to the authority
conferred upon the directors by the resolution numbered 17 below*;
and
(c) to the allotment (otherwise than pursuant to sub-paragraphs (a) or
(b) above) of equity securities having, in the case of relevant
shares (as defined for the purposes of the said section 89), a
nominal amount or, in the case of other equity securities, giving
the right to subscribe for or convert into relevant shares having a
nominal amount not exceeding in aggregate L9,654,306
and shall expire at the conclusion of the next annual general meeting of
the company after the passing of this resolution unless renewed or
extended prior to or at such meeting except that the company may, before
the expiry of any power contained in this resolution, make an offer or
agreement which would or might require equity securities to be allotted
after such expiry and the directors may allot equity securities in
pursuance of such offer or agreement as if the power conferred hereby had
not expired.
SPECIAL RESOLUTION
3. That:--
(A) the authorised share capital of the company be and it is hereby
increased by the creation of 16,000,000 Category II Non-cumulative
Dollar Preference Shares of US$0.01 each, such shares having
attached thereto the rights and being subject to the limitations set
out in the articles of association of the company as altered by
paragraph (C) of this resolution;
(B) for the purposes of section 80 of the Companies Act 1985 the
directors be and they are hereby generally and unconditionally
authorised to exercise all the powers of the company to allot all
the 16,000,000 Category II Non-cumulative Dollar Preference Shares
of US$0.01 each created pursuant to paragraph (A) of this resolution
provided that this authority shall expire on the fifth anniversary
of the passing of this resolution except that the company may before
the expiry of such period make an offer or agreement which would or
might require relevant securities (within the meaning of the said
section 80) to be allotted after the expiry of such period and the
directors may allot relevant securities in pursuance of any such
offer or agreement as if the authority conferred hereby had not
expired; and
(C) the articles of association of the company be and they are hereby
amended as follows:--
(1) by the insertion after the words "the Non-cumulative Dollar
Preference Shares" in the definition of "New Preference
Shares" in Article 2 of the words ", the Category II
Non-cumulative Dollar Preference Shares (as defined in
Article 4(E)(1))".
(2) by the deletion of the first sentence of Article 4 and the
substitution therefor of the following new sentence:--
"The share capital of the Company at 16th January 1992, being
the latest date of amendment of this Article, is L460,900,000
divided into 500,000 11 per cent. Cumulative Preference Shares
of L1 each, 400,000 5 1/2 per cent. Cumulative Preference
Shares of L1 each, 200,000,000 Non-cumulative Sterling
Preference Shares of L1 each and 1,040,000,000 Ordinary Shares
of 25p each, and US$320,000 divided into 16,000,000
Non-cumulative Dollar Preference Shares of US$0.01 each and
16,000,000 Category II Non-cumulative Dollar Preference Shares
of US$0.01 each."
* Note--Resolution Number 17 was an Ordinary Resolution which authorised the
directors to offer a share dividend alternative.
54
(3) by the redesignation of the existing Article 4(E) as Article
4(F) and by the insertion immediately before such article of
the following:--
"(E)(1) The rights as regards participation in profits and
assets of the Company, receipt of notice, attendance and
voting at meetings and redemption attaching to the 16,000,000
Category II Non-cumulative Dollar Preference Shares of US$0.01
each (the "Category II Non-cumulative Dollar Preference
Shares") shall be as provided by this Article 4(E).
(2) Article 4(D) (in its present form or as from time to
time altered) shall apply to the Category II Non-cumulative
Dollar Preference Shares but with the following
modifications:--
(a) subject to (b) below, for any reference (however worded
and whether express or implied) to Non-cumulative Dollar
Preference Shares there shall be deemed to be
substituted a reference to Category II Non-cumulative
Dollar Preference Shares;
(b) references to "New Preference Shares" shall be deemed to
include the Non-cumulative Dollar Preference Shares;
(c) in relation to any Category II Non-cumulative Dollar
Preference Share allotted after the coming into force of
Section 133 of the 1989 Act ("the Relevant Section"),
the following sub-paragraph (x) shall be deemed to be
added at the end of Article 4(D)(2)(b):--
"(x) notwithstanding any provision of this Article
4(D), but subject to sub-paragraphs (ii) and (iii)
above and the special rights attaching to any
other New Preference Shares, the Directors shall
pay a dividend on the Category II Non-cumulative
Dollar Preference Shares due to be redeemed on any
Redemption Date (as defined in sub-paragraph
(2)(f)(ii) of this Article 4(D)), payable on the
Dollar Business Day immediately preceding such
Redemption Date. The dividend payable pursuant to
this sub-paragraph (x) shall be the amount of any
dividend on the relevant Category II
Non-cumulative Dollar Preference Shares which
would (apart from the proposed redemption thereof)
be due for payment on the relevant Redemption
Date."
(d) in Article 4(D)(2)(e) the words "and on such terms"
shall be deemed to be inserted after "such
circumstances" and the words "for which purpose the
Non-cumulative Dollar Preference Shares will be deemed
to carry the number of votes determined pursuant to the
following sentence" shall be deemed to be deleted;
(e) in Article 4(D)(2)(f)(ii)(A) the last sentence shall be
deemed to be deleted and the following deemed to be
substituted therefor:--
""Redemption Date" means, in relation to any Category
II Non-cumulative Dollar Preference Share, any date
which either (i) falls no earlier than such date (if
any) as may be fixed by the Directors, prior to
allotment of that share, as being the earliest date on
which the Company may redeem such share, and the date so
fixed shall be no earlier than five years and one day,
and no later than ten years and one day, after the
relevant date of allotment, or (ii) if no date is fixed
by the Directors as aforesaid under (i) above in
relation to that share, falls no earlier than five years
and one day after the date of allotment of the Category
II Non-cumulative Dollar Preference Share to be
redeemed;
provided that, in relation to any Category II
Non-cumulative Dollar Preference Share allotted after
the coming into force of
55
the Relevant Section, (i) subject to (ii) below, the
Directors may, prior to the allotment of that share, fix
the date on or by which, or dates between which, such
share is to be or may be redeemed and such date or dates
fixed by the Directors may be in place of or in addition
to any date derived from or fixed under the provisions
of sub-paragraph (A) above, (ii) the Redemption Date
shall be a dividend payment date (as defined in Article
4(D)(2)(a)), and (iii) the Company shall only redeem
such share if the Directors have applied the provisions
of Article 4(D)(2)(b)(x) thereto and such provisions
have been satisfied in full in relation to such share;"
(f) in relation to any Category II Non-cumulative Dollar
Preference Share allotted as a redeemable share after
the coming into force of the Relevant Section, Article
4(D)(2)(f)(ii)(B) shall be deemed to be amended by (i)
deletion of the words from and including "and together
with arrears" to the end of the first sentence, (ii)
deletion of the words "the following formula" and
substitution therefor of the words "the provisions set
out below", and (iii) deletion of the words from and
including "The formula for calculation" to the end of
sub-paragraph (B) and the substitution therefor of the
following:--
"The basis for calculating the Relevant Redemption
Premium shall be as follows:--
in relation to a Redemption Date falling within the
period of twelve months from but excluding the fifth
anniversary of the Relevant Date to and including the
sixth anniversary of the Relevant Date, the Relevant
Redemption Premium shall, in respect of the Category II
Non-cumulative Dollar Preference Share, be 6.0 per cent.
of the aggregate of the nominal amount of such share
together with any premium paid on issue;
or
in relation to a Redemption Date falling within the
period of twelve months from but excluding the sixth
anniversary of the Relevant Date to and including the
seventh anniversary of the Relevant Date, the Relevant
Redemption Premium shall, in respect of the Category II
Non-cumulative Dollar Preference Share, be 4.8 per cent.
of the aggregate of the nominal amount of such share
together with any premium paid on issue;
or
in relation to a Redemption Date falling within the
period of twelve months from but excluding the seventh
anniversary of the Relevant Date to and including the
eighth anniversary of the Relevant Date, the Relevant
Redemption Premium shall, in respect of the Category II
Non-cumulative Dollar Preference Share, be 3.6 per cent.
of the aggregate of the nominal amount of such share
together with any premium paid on issue;
or
in relation to a Redemption Date falling within the
period of twelve months from but excluding the eighth
anniversary of the Relevant Date to and including the
ninth anniversary of the Relevant Date, the Relevant
Redemption Premium shall, in respect of the Category II
Non-cumulative Dollar Preference Share, be 2.4 per cent.
of the aggregate of the nominal amount of such share
together with any premium paid on issue;
or
in relation to a Redemption Date falling within the
period of twelve months from but excluding the ninth
anniversary of the
56
Relevant Date to and including the tenth anniversary of
the Relevant Date, the Relevant Redemption Premium
shall, in respect of the Category II Non-cumulative
Dollar Preference Share, be 1.2 per cent. of the
aggregate of the nominal amount of such share together
with any premium paid on issue. No Relevant Redemption
Premium shall be payable when the Redemption Date falls
after the tenth anniversary of the Relevant Date. The
Relevant Redemption Premium shall be rounded down to the
nearest whole cent;"
(g) in relation to any Category II Non-cumulative Dollar
Preference Share allotted as a redeemable share after
the coming into force of the Relevant Section, Article
4(D)(2)(f)(ii)(D) shall be deemed to be amended by
deletion of the words from " (specifying the amount" to
and including "accrue on redemption)".
(3) For the avoidance of doubt, the Category II Non-cumulative
Dollar Preference Shares are, for the purposes of Articles
4(C) and 4(D), New Preference Shares expressed to rank pari
passu with the Non-cumulative Sterling Preference Shares and
the Non-cumulative Dollar Preference Shares as regards
participation in surplus profits and surplus assets."
(4) by the insertion after the words "the Non-cumulative Dollar
Preference Shares" in the redesignated Article 4(F) of the
words "and the Category II Non-cumulative Dollar Preference
Shares".
SPECIAL RESOLUTION
4. That:--
(A) for the purposes of section 80 of the Companies Act 1985 the
directors be and they are hereby generally and unconditionally
authorised to exercise all the powers of the Company to allot all
the 200,000,000 Non-cumulative Sterling Preference Shares of L1
each in the capital of the Company provided that this authority
shall expire on the fifth anniversary of the passing of this
resolution except that the Company may before the expiry of such
period make an offer or agreement which would or might require
relevant securities (within the meaning of the said section 80) to
be allotted after the expiry of such period and the directors may
allot relevant securities in pursuance of any such offer or
agreement as if the authority conferred hereby had not expired; and
the foregoing authority shall be in substitution for the authority
conferred on the directors in regard to the said Non-cumulative
Sterling Preference Shares at the extraordinary general meeting of
the company on 30th August 1989; and
(B) the articles of association of the company be and they are hereby
amended as follows:--
(a) by the addition of the following sub-paragraph (xi) at the end
of Article 4(C)(2)(b):--
"(xi) notwithstanding any provision of this Article 4(C),
but subject to sub-paragraphs (ii) and (iii) above and the
special rights attaching to any other New Preference Shares,
the Directors shall, pay a dividend on any Non-cumulative
Sterling Preference Share allotted after the coming into force
of Section 133 of the 1989 Act ("the Relevant Section") and
due to be redeemed on any Redemption Date (as defined in
sub-paragraph (2)(f)(ii) of this Article 4(C)), payable on the
Sterling Business Day immediately preceding such Redemption
Date. The dividend payable pursuant to this sub-paragraph (xi)
shall be the amount of any dividend on the relevant
Non-cumulative Sterling Preference Shares which would (apart
from the proposed redemption thereof) be due for payment on
the relevant Redemption Date."
57
(b) by the insertion after the words "such circumstances" in
Article 4(C)(2)(e) of the words "and on such terms" and by the
deletion in such article of the words "for which purpose the
Non-cumulative Sterling Preference Shares will be deemed to
carry the number of votes determined pursuant to the following
sentence";
(c) by the deletion of the last sentence of Article
4(C)(2)(f)(ii)(A) and the substitution therefor of the
following:--
""Redemption Date" means, in relation to any Non-cumulative
Sterling Preference Share, any date which either (i) falls no
earlier than such date (if any) as may be fixed by the
Directors, prior to allotment of that share, as being the
earliest date on which the Company may redeem such share, and
the date so fixed shall be no earlier than five years and one
day, and no later than ten years and one day, after the
relevant date of allotment, or (ii) if no date is fixed by the
Directors as aforesaid under (i) above in relation to that
share, falls no earlier than five years and one day after the
date of allotment of the Non-cumulative Sterling Preference
Share to be redeemed;
provided that, in relation to any Non-cumulative Sterling
Preference Share allotted after the coming into force of the
Relevant Section, (i) subject to (ii) below, the Directors
may, prior to the allotment of that share, fix the date on or
by which, or dates between which, such share is to be or may
be redeemed and such date or dates fixed by the Directors may
be in place of or in addition to any date derived from or
fixed under the provisions of sub-paragraph (A) above, (ii)
the Redemption Date shall be a dividend payment date (as
defined in Article 4(C)(2)(a)), and (iii) the Company shall
only redeem such share if the Directors have applied the
provisions of Article 4(C)(2)(b)(xi) thereto and such
provisions have been satisfied in full in relation to such
share"; and
(d) by the insertion of the words "(in the case of any
Non-cumulative Sterling Preference Shares allotted prior to
the coming into force of the Relevant Section)" between the
words "with" and "arrears" in sub-paragraph (B), and between
the words "specifying" and "the" in sub-paragraph (D), of
Article 4(C)(2)(f)(ii).
K. C. FOSTER
Secretary
58
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 14th January 1993
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the Caledonian Hotel, Edinburgh
on 14th January 1993, the following Resolutions were duly passed; as to
Resolutions No. 1 and 3 as SPECIAL RESOLUTIONS and as to Resolution No. 2 as an
ORDINARY RESOLUTION of the Company:--
SPECIAL RESOLUTION
1. That, should the directors of the company think fit, any securities of the
company may be converted into uncertificated form and, where units of a
security (existing or future) are at any time to be issued by the company,
they may be issued in such form rather than certificated form.
ORDINARY RESOLUTION
2. That, subject to the passing of Resolution 3 below:--
(A) the authorised share capital of the company be and it is hereby
increased by the creation of 20 million additional Category II
Non-cumulative Dollar Preference Shares of US$0.01 each, such shares
having attached thereto the rights and being subject to the
limitations set out in the Articles of Association of the company to
be adopted pursuant to Resolution 3 below;
(B) for the purposes of section 80 of the Companies Act 1985 the
directors be and they are hereby generally and unconditionally
authorised to exercise all the powers of the company to allot all
the 20 million Non-cumulative Dollar Preference Shares of US$0.01
each created pursuant to paragraph (A) of this Resolution provided
that this authority shall expire on the fifth anniversary of the
passing of this Resolution except that the company may before the
expiry of such period make an offer or agreement which would or
might require relevant securities (within the meaning of the said
section 80) to be allotted after the expiry of such period and the
directors may allot relevant securities in pursuance of any such
offer or agreement as if the authority conferred hereby had not
expired.
59
SPECIAL RESOLUTION
3. That:--
(A) the regulations contained in the document produced to the meeting.
and for the purpose of identification signed by the chairman
thereof be and are hereby adopted as the Articles of Association of
the company in substitution for, and to the exclusion of, the
existing Articles of Association of the company; and
(B) Clause 4 of the Memorandum of Association of the company be altered
by the insertion, after paragraph (31) of the following new
paragraph (32) and by the renumbering of subsequent paragraphs
accordingly:--
"(32)(i) To purchase and maintain insurance for or for the benefit
of any persons who are or were at any time Directors,
officers or employees of the Company, or of any other
company which is its holding company or in which the
Company or such holding company or any of the predecessors
of the Company or of such holding company has any
interest, whether direct or indirect, or which is in any
way allied to or associated with the Company, or of any
subsidiary undertaking of or any other body, whether or
not incorporated ('body') owned by or in which an interest
is owned by the Company or any such other company, or who
are or were at any time trustees of any pension fund or
employees' share scheme in which employees of the company
or any such company or subsidiary undertaking or body are
interested, including (without prejudice to the generality
of the foregoing) insurance against any liability incurred
by such persons in respect of any act or omission in the
actual or purported execution and/or discharge of their
duties and/or the exercise or purported exercise of their
powers and/or otherwise in relation to or in connection
with their duties, powers or offices in relation to the
Company or any such other company, subsidiary undertaking,
body, pension fund or employees' share scheme; and
(ii) to such extent as may be permitted by law otherwise to
indemnify or to exempt any such person against or from any
such liability.
For the purposes of this paragraph (32) "subsidiary undertaking" and
"employees' share scheme" shall have the same meanings as in the
Companies Act 1989 and the Companies Act 1985 respectively."
K.C.FOSTER
Secretary
60
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTION
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 14th January 1993
At the SEPARATE CLASS MEETING OF HOLDERS OF ORDINARY SHARES OF 25p of the
members of THE ROYAL BANK OF SCOTLAND GROUP PUBLIC LIMITED COMPANY duly convened
and held at the Caledonian Hotel, Edinburgh on 14th January 1993, the following
Resolution was duly passed as an EXTRAORDINARY RESOLUTION of the Company:--
EXTRAORDINARY RESOLUTION
That conditional upon the passing of Resolution No. 1 to be proposed at the
annual general meeting of the company convened for 14th January 1993 (a copy of
which is produced to the meeting and signed by the chairman thereof for the
purposes of identification), this meeting of holders of the ordinary shares of
25p each in the capital of the company authorises the conversion of the shares
of that class into an uncertificated security.
K. C. FOSTER
Secretary
61
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTION
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 13th January 1994
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the Balmoral Hotel, Edinburgh
on 13th January 1994, the following Resolution was duly passed as a SPECIAL
RESOLUTION of the Company:--
SPECIAL RESOLUTION
That the power conferred on the directors by paragraph (2) of article 13(B) of
the company's Articles of Association be renewed for the period ending on the
day of the Annual General Meeting in 1995 or on 13th April 1995, whichever is
the earlier, and for that purpose the "Section 89 amount" shall be
L9,927,318.
K. C. FOSTER
Secretary
62
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTION
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 12th January 1995
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the Balmoral Hotel, Edinburgh
on 12th January 1995, the following Resolution was duly passed as a SPECIAL
RESOLUTION of the Company:--
SPECIAL RESOLUTION
That the power conferred on the directors by paragraph (2) of article 13(B) of
the company's Articles of Association be renewed for the period ending on the
day of the Annual General Meeting in 1996 or on 12th April 1996, whichever is
the earlier, and for that purpose the "Section 89 amount" shall be L10,009,714.
M. R. McLEAN
Secretary
63
COMPANY No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTION
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 18th January 1996
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the Balmoral Hotel, Edinburgh
on 18th January 1996, the following Resolutions were duly passed; as to
Resolution No. 1 as an ORDINARY RESOLUTION and as to RESOLUTION No. 2 as a
SPECIAL RESOLUTION of the Company:--
ORDINARY RESOLUTION
1.(a) That the authorised share capital of the Company be and it is hereby
increased by the creation of 15 million additional Category II
Non-cumulative Dollar Preference Shares of US$0.01 each, such shares
having attached thereto the rights and being subject to the limitations
set out in the Articles of Association of the Company; and
(b) that for the purposes of Section 80 of the Companies Act 1985 the
directors be and they are hereby generally and unconditionally authorised
to exercise all the powers of the Company to allot (1) all of the 15
million Category II Non-cumulative Dollar Preference Shares of US$0.01
each created pursuant to paragraph (a) of this resolution, and (2) all of
the existing 13 million authorised but unissued Category II Non-cumulative
Dollar Preference Shares of US$0.01 each of the Company, provided that
this authority shall expire on the fifth anniversary of the passing of
this Resolution except that the Company may before the expiry of such
period make an offer or agreement which would or might require relevant
securities (within the meaning of the said section 80) to be allotted
after the expiry of such period and the directors may allot relevant
securities in pursuance of any such offer or agreement as if the authority
conferred hereby had not expired.
SPECIAL RESOLUTION
2. That the power conferred on the directors by paragraph (2) of article
13(B) of the Company's Articles of Association be renewed for the period
ending on the day of the Annual General Meeting in 1997 or on 18th April
1997, whichever is the earlier, and for that purpose the "Section 89
amount" shall be L10,096,730.
M. R. McLEAN
Secretary
64
COMPANY NO. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTION
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 22nd May 1996
At a meeting of the Directors of THE ROYAL BANK OF SCOTLAND GROUP PUBLIC LIMITED
LIMITED duly convened and held at 42 St Andrew Square, Edinburgh on 22nd May
1996, the following Resolution was passed:-
ORDINARY RESOLUTION
(i) THAT pursuant to Regulation 16(2) of the Uncertificated Securities
Regulations 1995 ("the Regulations"):
(1) title to the ordinary shares of 25p each, the 5 1/2 per cent
cumulative preference shares of L1 each and the 11 per cent
cumulative preference shares of L1 each all in the capital of the
Company (the "Shares"), in issue or to be issued, may be transferred
by means of a relevant system (as defined in the Regulations);
(2) such relevant system shall include the relevant system of which
CRESTCo Limited is to be the Operator (as defined in the
Regulations);
(3) the Shares shall not include any shares referred to in Regulation
17*; and
(4) this resolution ("the Resolution") shall become effective
immediately prior to CRESTCo Limited granting permission for the
Shares to be transferred by means of the CREST system.
*Note: Regulation 17 relates to Bearer shares and therefore does not
apply to the Company.
M R McLean
Secretary
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
Passed on 16th January 1997
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the Edinburgh International
Conference Centre, Edinburgh on 16th January 1997, the following Resolutions
were duly passed as SPECIAL RESOLUTIONS of the Company:--
SPECIAL RESOLUTIONS
1. That the existing Article 98 of the Company's Articles of Association be
deleted and replaced by the following new Article 98:--
"98 Retirement of directors by rotation
At each Annual General Meeting any Director bound to retire under Article
104 and one-third of the other Directors for the time being (or, if their
number is not three or a multiple of three, the number nearest to, but
(except where less than three Directors are subject to retirement by
rotation) not greater than, one-third) shall retire from office".
2. That the power conferred on the directors by paragraph (2) of Article
13(B) of the Company's Articles of Association be renewed for the period
ending on the day of the Annual General Meeting in 1998 or on 16th April
1998, whichever is the earlier, and for that purpose the "Section 89
amount" shall be L10,205,073.
3. That
(a) the authorised share capital of the Company be and it is hereby
increased by the creation of 8 million additional Category II
Non-cumulative Dollar Preference Shares of US$0.01 each, such
shares having attached thereto the rights and being subject to the
limitations set out in the Articles of Association of the Company;
and
(b) for the purposes of Section 80 the Companies Act 1985 the directors
be and they are hereby generally and unconditionally authorised to
exercise all the powers of the Company to allot (1) all of the 8
million Category II Non-cumulative Dollar Preference Shares of
US$0.01 each created pursuant to paragraph (a) of this resolution,
and (2) all of the existing 20 million authorised but unissued
Category II Non-cumulative Dollar Preference Shares of US$0.01 each
of the Company, provided that this authority shall expire on the
fifth anniversary of the passing of this Resolution except that the
Company may before the
65
expiry of such period make an offer or agreement which would or
might require relevant securities (within the meaning of the said
section 80) to be allotted after the expiry of such period and the
directors may allot relevant securities in pursuance of any such
offer or agreement as if the authority conferred hereby had not
expired.
(c) the existing Article 4(E) of the Company's Articles of Association
be and it is hereby amended as follows:--
(i) by the deletion of sub-paragraph (2)(c) and the consequential
renumbering of the existing sub-paragraphs (2)(d) and (2)(e)
as sub-paragraphs (2)(c) and (2)(d) respectively;
(ii) by the insertion of the words "in relation to any Category II
Non-cumulative Dollar Preference Shares allotted prior to the
date of the passing of resolution number 12 set out in
Appendix I to the circular letter to shareholders dated 12th
December 1996, "at the beginning of the renumbered
sub-paragraph (2)(d), and by the deletion of the proviso to
that sub-paragraph;
(iii) by the insertion after the renumbered sub-paragraph (2)(d) of
the following:--
"(e) in relation to any Category II Non-cumulative Dollar
Preference Shares allotted on or after the date of the
passing of the resolution number 12 set out in Appendix
I to the circular letter to shareholders dated 12th
December 1996, sub-paragraphs (A) and (B) of Article
4(D)(2)(f) shall be deemed to be deleted and the
following deemed to be substituted therefor:--
"(A) the Company may, subject thereto, redeem on any
Redemption Date (as hereinafter defined) all or
some only of the Category II Non-cumulative Dollar
Preference Shares by giving to the holders of the
Category II Non-cumulative Dollar Preference
Shares to be redeemed not less than 30 days nor
more than 60 days prior notice in writing (a
"Notice of Redemption") of the relevant Redemption
Date. "Redemption Date" means, in relation to a
Category II Non-cumulative Dollar Preference
Share, any date which falls no earlier than three
years and one day after the date of allotment of
the Category II Non-cumulative Dollar Preference
Share to be redeemed ("the Relevant Date");
(B) there shall be paid on each Category II
Non-cumulative Dollar Preference Share so
redeemed, in Dollars, the aggregate of the
nominal amount thereof together with any premium
paid on issue together with, where applicable, the
Relevant Redemption Premium (defined below) and
together with arrears (if any) of dividends
thereon (whether earned or declared or not) in
respect of the period from the dividend payment
date last preceding the Redemption Date to the
Redemption Date. "Relevant Redemption Premium"
means an amount calculated in accordance with such
one (if any) of the following three formulae as
applied in relation to a Redemption Date notified
under sub-paragraph (A) above which falls within
the period of twelve months commencing on the date
following the third, fourth, fifth, sixth or
seventh anniversary of the Relevant Date, as the
case
66
may be, as may be determined by the Directors
prior to the Relevant Date. The formula for
calculation of the Relevant Redemption Premium
shall be
(a) AxB
where:--
"A" is the amount of dividend excluding any
associated tax credit (not expressed as a
percentage) calculated at the date of
allotment to which the holder of the
Category II Non-cumulative Dollar Preference
Share to be redeemed would become entitled
in respect of the twelve months following
allotment by virtue of the terms of issue
thereof on the assumption that such amount
of dividend had accrued on the Category II
Non-cumulative Dollar Preference Share
during such period and was payable at the
end of such period and on the further
assumption that there shall be no change in
the associated tax credit affecting the
amount of dividend payable in respect of
such period; and
"B" in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the third
anniversary of the Relevant Date, is 66.66
per cent.,
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the fourth
anniversary of the Relevant Date, is 53.33
per cent.,
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the fifth
anniversary of the Relevant Date, is 40.00
per cent.,
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the sixth
anniversary of the Relevant Date, is 26.66
per cent.,
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the seventh
anniversary of the Relevant Date is 13.33
per cent.; or
(b) CxD
where:--
"C" is the amount of dividend excluding any
associated tax credit (not expressed as a
per-
67
centage) calculated at the date of allotment
to which the holder of the Category II
Non-cumulative Dollar Preference Share to be
redeemed would become entitled in respect of
the twelve months following allotment by
virtue of the terms of issue thereof on the
assumption that such amount of dividend had
accrued on the Category II Non-cumulative
Dollar Preference Share during such period
and was payable at the end of such period
and on the further assumption that there
shall be no change in the associated tax
credit affecting the amount of dividend
payable in respect of such period; and
"D" in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the third
anniversary of the Relevant Date, is 50 per
cent.,
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the fourth
anniversary of the Relevant Date, is 40 per
cent.,
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the fifth
anniversary of the Relevant Date, is 30 per
cent.,
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the sixth
anniversary of the Relevant Date, is 20 per
cent.,
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the seventh
anniversary of the Relevant Date, is 10
per cent.;
(c) ExF
where:--
"E" is the amount of US$25; and
"F" in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the third
anniversary of the Relevant Date, is 33.33
per cent.,
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the fourth
anniversary of the Relevant Date, is 26.66
per cent.,
68
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the fifth
anniversary of the Relevant Date, is 20 per
cent.,
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the sixth
anniversary of the Relevant Date, is 13.33
per cent.,
or
in relation to a Redemption Date falling
within the period of twelve months
commencing on the day following the seventh
anniversary of the Relevant Date, is 6.66
per cent.
No Relevant Redemption Premium shall be payable when the
Redemption Date falls after the eighth anniversary of
the Relevant Date. The product of any of the above
formulae in respect of a Category II Non-cumulative
Dollar Preference Share may, in the Directors'
discretion, be rounded down to the nearest whole cent.
The Directors may, in their discretion, determine in
relation to any Category II Non-cumulative Dollar
Preference Share, prior to the Relevant Date, that none
of the above formulae shall apply, in which event no
Relevant Redemption Premium shall be payable;""; and
(iv) by the deletion of Articles 4(E)(2)(f) and 4(E)(2)(g).
M.R.McLEAN
Secretary
69
No. 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
PASSED ON 15TH JANUARY 1998
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at the Edinburgh International
Conference Centre, Edinburgh on 15th January 1998 the following Resolutions were
duly passed; as to Resolutions No. 1 and 3 as SPECIAL RESOLUTIONS and as to
Resolution No. 2 as an ORDINARY RESOLUTION of the Company:-
SPECIAL RESOLUTION
1. That, the power conferred on the directors by paragraph (2) of Article
13(B) of the Company's Articles of Association be renewed for the period
ending on the day of the Annual General Meeting in 1999 or on 15th April
1999, whichever is the earlier, and for that purpose the "Section 89"
amount" shall be L10,751,951.
ORDINARY RESOLUTION
2. (a) That the authorised share capital of the Company be and it is hereby
increased by the creation of 8 million additional Category II
Non-cumulative Dollar Preference Shares of US$0.01 each, such shares
having attached thereto the rights and being subject to the
limitations set out in the Articles of Association of the Company;
(b) That for the purposes of Section 80 of the Companies Act 1985 the
directors/
directors be and they are hereby generally and unconditionally
authorised to exercise all the powers of the Company to allot (1)
all of the 8 million Category II Non-cumulative Dollar Preference
Shares of US$0.01 each created pursuant to paragraph (a) of this
resolution, and (2) all of the existing 20 million authorised but
unissued Category II Non-cumulative Dollar Preference Shares of
US$0.01 each of the Company, provided that this authority shall
expire on the fifth anniversary of the passing of this Resolution
except that the Company may before the expiry of such period make an
offer or agreement which would or might require relevant securities
(within the meaning of the said section 80 (to be allotted after the
expiry of such period and the directors may allot relevant
securities in pursuance of any such offer or agreement as it the
authority conferred hereby had not expired.
SPECIAL RESOLUTION
3. That, the regulations contained in the document produced to the Meeting,
and for the purposes of identification signed by the Chairman thereof, be
and are hereby adopted as the Articles of Association of the Company in
substitution for, and to the exclusion of, the existing Articles of
Association of the Company.
/s/ M R McLean
--------------------
M R McLean
Secretary
No 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
ORDINARY RESOLUTION
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
PASSED ON 14 JANUARY 1999
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at THE Edinburgh International
Conference Centre, Edinburgh on 14 January 1999 the following Resolution was
duly passed as an ORDINARY RESOLUTION of the
Company:-
SPECIAL RESOLUTION
1. "THAT: The power conferred on the directors by paragraph (2) of Article
13(B) of the Company's Articles of Association be renewed for the period
ending on the day of the Annual General Meeting in 2000 or on 14th April
2000, whichever is the earlier, and for that purpose the "Section 89
amount" shall be L10,945,036.
ORDINARY RESOLUTION
2. (a) "THAT: The authorised share capital of the Company be and it is
hereby increased by the creation of 30,000,000 additional Category
II Non-cumulative Dollar Preference Shares of US$0.01 each, such
shares
having attached thereto the rights and being subject to the
limitations set out in the Articles of Association of the Company;
and
(b) "THAT: For the purposes of Section 80 of the Companies Act 1985 the
Directors be and they are hereby generally and unconditionally
authorised to exercise all the powers of the Company to allot (1)
all of the 30,000,000 Category II Non-cumulative Dollar Preference
Shares of US$0.01 each created pursuant to paragraph (a) of this
Resolution, and (2) all of the existing 18,000,000 authorised but
unissued Category II Non-cumulative Dollar Preference Shares of
US$0.01 each of the Company, provided that this authority shall
expire on the fifth anniversary of the passing of this Resolution,
except that the Company may before the expiry of such period, make
an offer or agreement which would or might require relevant
securities (within the meaning of the said Section 80) to be
allotted after the expiry of such period and the directors may allot
relevant securities in pursuance of any such offer or agreement as
if the authority conferred hereby had not expired.
M R McLean
Secretary
45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND GROUP PUBLIC LIMITED COMPANY
PASSED 13 JANUARY 2000
At the annual general meeting of the above company, duly convened and held at
Edinburgh on 13 January 2000 at 11.00 am, the following resolutions were passed:
SPECIAL RESOLUTION
That the Articles of Association of the Company be amended by:--
(i) the adoption and insertion after Article 88 of the following new Article
88A:--
88A APPOINTMENT OF PROXY BY ELECTRONIC MAIL
The Directors may decide that a proxy can (without prejudice to any other
specified method of appointment) be appointed by electronic mail, subject
to such terms and conditions as the Directors specify. If the Directors
decide that a proxy can be appointed by electronic mail, notice of the
appointment must be received in such way as the Directors specify, and
must be received not later than the deadline which applies to instruments
appointing a proxy under Article 84(A). The Directors may require evidence
of authority to appoint a proxy by electronic mail, and the relevant
documents must be received not later than the said deadline under Article
84(A). References in the second sentence of Article 84(A), Articles 85, 87
and 88 to any instrument appointing a proxy shall be deemed to include
references to any valid appointment of a proxy by electronic mail, and in
relation to the appointment of a proxy by electronic mail, the reference
in the proviso to Article 88 to intimation being received at the Transfer
Office or other place specified for delivery of instruments of proxy shall
be deemed to be a reference to intimation being received in any way
specified for the appointment of proxies. The appointment of a proxy by
electronic mail will cease to be valid 12 months after the date notice of
appointment was received. References in this Article to electronic mail
include any electronic transmission in any form through any medium.
(ii) the deletion of the existing Article 102 and the substitution therefor of
the following new Article 102:--
At the Annual General Meeting in each year any Director bound to retire
under Article 108 and one-third of the other Directors for the time being
(or, if their number is not three or a multiple of three, the number
nearest to one-third) shall retire from office, but:--
- 2 -
(a) if any Director has at the start of the Annual General Meeting in
any year been in office for three years or more since his last
appointment or re-appointment (or would be if the Annual General
Meeting in that year was on a date numerically corresponding to the
date of his last appointment or re-appointment), he shall retire;
and
(b) if there is only one Director who is subject to retirement by
rotation, he shall retire.
(iii) the deletion of the words "one leading London daily newspaper" in Article
163 and the substitution therefor of the words "one newspaper with a
national circulation in the United Kingdom".
SPECIAL RESOLUTION
That the power conferred on the Directors by paragraph (2) of Article 13(B) of
the Company's Articles of Association be renewed for the period ending on the
day of the Annual General Meeting in 2001 or on 13th April 2001, whichever is
the earlier, and for that purpose the "Section 89 amount" shall be
L11,149,638.
ORDINARY RESOLUTION
(a) That the authorised share capital of the Company be and it is hereby
increased by the creation of 43 million additional Category II
Non-cumulative Dollar Preference Shares of US$0.01 each, such shares
having attached thereto the rights and being subject to the limitations
set out in the Articles of Association of the Company; and
(b) That for the purposes of Section 80 of the Companies Act 1985 the
Directors be and they are hereby generally and unconditionally authorised
to exercise all the powers of the Company to allot(1) all of the 43
million Category II Non-cumulative Dollar Preference Shares of US$0.01
each created pursuant to paragraph (a) of this resolution, and (2) all of
the existing 15 million authorised but unissued Category II Non-cumulative
Dollar Preference Shares of US$0.01 each of the Company, provided that
this authority shall expire on the fifth anniversary of the passing of
this Resolution except that the Company may before the expiry of such
period make an offer or agreement which would or might require relevant
securities (within the meaning of the said Section 80) to be allotted
after the expiry of such period and the Directors may allot relevant
securities in pursuance of any such offer or agreement as if the authority
conferred hereby had not expired, and shall be in addition to any other
authority conferred on the Directors pursuant to the said Section 80.
SPECIAL RESOLUTION
(a) That the authorised share capital of the Company be and it is hereby
increased by the creation of 25 million Non-cumulative Euro Preference
Shares of E0.01 each, such shares having attached thereto the rights
and being subject to the limitations set out in the Articles of
Association of the Company as amended by this Resolution;
(b) That for the purposes of Section 80 of the Companies Act 1985 the
Directors be and they are hereby generally and unconditionally authorised
to exercise all the powers of the Company to allot all of the 25 million
Non-cumulative Euro Preference Shares of E0.01 each created pursuant
to paragraph (a) of this resolution provided that this authority shall
expire on the fifth anniversary of the passing of this Resolution except
that the Company may before the expiry of such period make an offer or
agreement which would or might require relevant securities (within the
meaning of the said Section 80) to be allotted after the expiry of such
period and the Directors may allot relevant securities in pursuance of any
such offer or
- 3 -
agreement as if the authority conferred hereby had not expired, and shall
be in addition to any other authority conferred on the Directors pursuant
to the said Section 80; and
(c) the Articles of Association of the Company be amended by:--
(i) the adoption and insertion after Article 4 of the following new
Article 4A:--
4A NON-CUMULATIVE EURO PREFERENCE SHARES
Each Non-cumulative Euro Preference Share of E0.01 forming part
of the share capital of the Company (a "Non-cumulative Euro
Preference Share") shall confer the rights as to participation in
the profits and assets of the Company, receipt of notices,
attendance and votings at meetings and redemption specified or
referred to in Schedule 1 to these presents ("Schedule 1", which
Schedule shall be regarded as part of these presents);
(ii) the adoption and inclusion, after Article 169, of the Schedule set
out in Part 2 of Appendix 3 to the Letter to Shareholders dated 10th
December 1999 of which the Notice of this meeting forms part; and
(iii) the addition of the following definition to Article 2:--
"Euro" and "E" The single currency of those member states
of the European Union participating in
European Monetary Union from time to time.
/s/ Hew Campbell
- ----------------------------
Deputy Secretary
45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTION
OF
THE ROYAL BANK OF SCOTLAND GROUP PUBLIC LIMITED COMPANY
PASSED 13 JANUARY 2000
At an extraordinary general meeting of the above company, duly convened and held
at Edinburgh on 13 January 2000 at 12.30 pm, the following resolution was passed
as a special resolution:
THAT:
(A) the offer to shareholders of National Westminster Bank plc ("National
Westminster") being made by Merrill Lynch International and Goldman Sachs
International on behalf of the company to acquire the whole of the issued
and to be issued ordinary share capital of National Westminster upon the
terms and subject to the conditions set out in the offer document dated 16
December 1999 (the "Offer Document") and the related Form of Acceptance
or upon the terms and subject to the conditions of any amended, revised,
extended, additional or other offer or offers as may be approved by the
board of directors of the company or any duly constituted committee
thereof (the "Board") (the "Offer") be and is hereby approved and that
the Board be authorised to waive, amend, vary or extend any of the terms
and conditions of the Offer, provided that any such waiver, amendment,
variation or extension shall not in the opinion of the Board be material
in the context of the Offer and to do all such things as the Board may
consider necessary or expedient in connection with the Offer including,
without limitation, making and implementing proposals to the holders of
options over the ordinary share capital of National Westminster granted
under any National Westminster share or share option scheme on such terms
and subject to such conditions as the Board may, in its absolute
discretion, consider appropriate;
(B) subject to and conditional upon the Offer becoming or being declared
unconditional in all respects (other than as regards the conditions
relating to the passing of this resolution and the admission of the new
ordinary shares in the capital of the company issued under the Offer to
the Official List of the London Stock Exchange becoming effective):
(i) the authorised share capital of the company be increased by the
creation of 3,039,375,406 new ordinary shares of 25 pence each in
the capital of the company, such shares forming one class with the
existing ordinary shares and having attached thereto the respective
rights and privileges and being subject to the limitations and
restrictions set out in the articles of association of the company
(save that the new ordinary shares to be issued to shareholders of
National Westminster in connection with the Offer will carry an
additional entitlement to a dividend of 20.3 pence per new ordinary
share payable at the same time as the Offer consideration);
- 2 -
(ii) in addition to any authority conferred by paragraph (D) or (E) of
this resolution, the authority conferred on the directors of the
company by paragraph (1) of article 13(B) of the company's articles
of association be renewed for a period of five years commencing on
the date of passing of this resolution and for that purpose the
"Section 80 amount" shall be L671,851,084; and
(iii) in addition to any power conferred by paragraph (F) of this
resolution, and in substitution for any power conferred at the
Annual General Meeting of the company on 13 January 2000, the power
conferred on the directors of the company by paragraph (2) of
article 13 (B) of the company's articles of association be renewed
for the period ending at the conclusion of the day of the annual
general meeting in 2001 or 15 months after the date of the passing
of this resolution, whichever is the earlier, and for that purpose
the "Section 89 amount" shall be L31,917,988;
(C) the authorised share capital of the company be and it is hereby further
increased by the creation of:
(i) 82,500,000 additional Category II Non-cumulative Dollar Preference
Shares of US$0.01 each;
(ii) (subject to the proviso aftermentioned) 41,000,000 additional
Non-cumulative Euro Preference Shares of E0.01 each;
(iii) 500,000 Non-cumulative Convertible Sterling Preference Shares
of L0.01 each;
(iv) 2,000,000 Non-cumulative Convertible Dollar Preference Shares of
US$0.01 each; and
(v) 2,000,000 Non-cumulative Convertible Euro Preference Shares
of E0.01 each,
such shares having attached thereto the respective rights and being
subject to the respective limitations and restrictions set out in the
articles of association of the company, as amended by this resolution;
provided that the creation of the additional Non-cumulative Euro
Preference Shares referred to in sub-paragraph (ii) above is contingent
upon the resolution numbered 14 set out in the notice dated 10 December
1999 convening an annual general meeting of the company for 13 January
2000 being passed as a special resolution at that meeting (or any
adjournment thereof);
(D) for the purposes of section 80 of the Companies Act 1985 the directors be
and they are hereby generally and unconditionally authorised to exercise
all the powers of the company to allot all of the 82,500,000 Category II
Non-cumulative Dollar Preference Shares of US$0.01 each, 41,000,000
Non-cumulative Euro Preference Shares of E0.01 each, 500,000
Non-cumulative Convertible Sterling Preference Shares of L0.01 each,
2,000,000 Non-cumulative Convertible Dollar Preference Shares of US$0.01
each, and 2,000,000 Non-cumulative Convertible Euro Preference Shares of
E0.01 each created pursuant to paragraph (C) of this resolution; provided
that this authority shall expire on the fifth anniversary of the passing
of this resolution, except that the company may before the expiry of such
period make an offer or agreement which would or might require relevant
securities (within the meaning of the said section 80) to be allotted
after the expiry of such period and the directors may allot relevant
securities in pursuance of any such offer or agreement as if the authority
conferred hereby had not expired, and shall be in addition to any other
authority conferred on the directors of the company pursuant to the said
section 80;
- 3 -
(E) for the purposes of section 80 of the Companies Act 1985 the directors be
and they are hereby generally and unconditionally authorised to exercise
all the powers of the company to allot rights to convert into up to
500,000,000 new ordinary shares of 25 pence each in the capital of the
company in connection with the issue and allotment of the Non-cumulative
Convertible Sterling Preference Shares, Non-cumulative Convertible Dollar
Preference Shares and Non-cumulative Convertible Euro Preference Shares
created pursuant to paragraph (C) of this resolution; provided that this
authority shall expire on the fifth anniversary of the passing of this
resolution, except that the company may before the expiry of such period
make an offer or agreement which would or might require relevant
securities (within the meaning of the said section 80) to be allotted
after the expiry of such period and the directors may allot relevant
securities in pursuance of any such offer or agreement as if the authority
conferred hereby had not expired, and shall be in addition to any other
authority conferred on the directors of the company pursuant to the said
section 80;
(F) the directors be and they are hereby empowered pursuant to section 95(1)
of the Companies Act 1985 to allot equity securities (within the meaning
of section 94(2) of the Companies Act 1985) pursuant to the authority
conferred by paragraph (E) of this resolution for cash as if section 89
(1) of the Companies Act 1985 did not apply to the allotment. This power:
(a) expires at the conclusion of the day of the annual general meeting
of the company in 2001 or 15 months after the date of the passing of
this resolution, whichever is the earlier, save that the company may
make an offer or agreement which would or might require equity
securities to be allotted after such expiry of this power and the
directors may allot equity securities in pursuance of that offer or
agreement notwithstanding that this power has expired;
(b) shall be limited to allotments of equity securities for cash up to
an aggregate nominal amount equal to L5,000, US$20,000 and
E20,000; and
shall be in addition to any other power conferred on the directors of the
company pursuant to article 13 (B) (2) of the company's articles of
association (including any power conferred by paragraph (B) of this
resolution);
(G) the articles of association of the company be amended by:
(i) the adoption and insertion, immediately before article 5, of the
following new article as article 4B:
4B NON-CUMULATIVE CONVERTIBLE PREFERENCE SHARES
(1) NON-CUMULATIVE CONVERTIBLE STERLING PREFERENCE SHARES:
Each Non-cumulative Convertible Sterling Preference
Share of L0.01 forming part of the share capital of the
Company (a "Non-cumulative Convertible Sterling
Preference Share") shall confer the rights as to
participation in the profits and assets of the Company,
receipt of notices, attendance and voting at meetings,
redemption and conversion specified or referred to in
Parts 1 and 4 of Schedule 2 to these presents ("Schedule
2" which schedule shall be regarded as part of these
presents).
(2) NON-CUMULATIVE CONVERTIBLE DOLLAR PREFERENCE SHARES:
Each Non-cumulative Convertible Dollar Preference Share
of US$0.01 forming part of the share capital of the
Company (a "Non-cumulative Convertible Dollar
Preference Share") shall confer the rights as to
participation in the profits and assets of the Company,
- 4 -
receipt of notices, attendance and voting at meetings,
redemption and conversion specified or referred to in
Parts 2 and 4 of Schedule 2.
(3) NON-CUMULATIVE CONVERTIBLE EURO PREFERENCE SHARES: Each
Non-cumulative Convertible Euro Preference Share of
E0.01 forming part of the share capital of the Company
(a "Non-cumulative Convertible Euro Preference Share")
shall confer the rights as to participation in the
profits and assets of the Company, receipt of notices,
attendance and voting at meetings, redemption and
conversion specified or referred to in Parts 3 and 4 of
Schedule 2.
(4) In Schedule 2, "Convertible Preference Shares" means all
or any of the Non-cumulative Convertible Sterling
Preference Shares, the Non-cumulative Convertible Dollar
Preference Shares and the Non-cumulative Convertible
Euro Preference Shares (each a "Convertible Preference
Share").
(ii) the adoption and inclusion, at the end of the articles of
association, of the schedule set out in Part 4 of the Circular dated
16 December 1999 of which the notice of this meeting forms part (the
purpose of such schedule being to set forth the rights, limitations
and restrictions attaching to the Non-cumulative Convertible
Sterling Preference Shares, Non-cumulative Convertible Dollar
Preference Shares and Non-cumulative Convertible Euro Preference
Shares created by paragraph (C) of this resolution);
(iii) the substitution of the words "thirty" for "ten" in article
4(C)(2)(f)(ii)(A);
(iv) the adoption and insertion after article 4(E)(2)(e) of the following
new sub-paragraph (f):
(f) notwithstanding the terms of sub-paragraph (e) above, in
relation to any Category II Non-cumulative Dollar Preference
Shares allotted on or after 14 January 2000 (other than on
exchange of any Exchangeable Capital Securities, Series A of
the Company) the provisions of sub-paragraph (A) and (B) set
out in sub-paragraph (e) above shall have effect subject to
the following modifications:
(i) the reference in sub-paragraph (A) to three years and
one day shall be deemed to be a reference to five years
and one day;
(ii) notwithstanding the terms of sub-paragraph (B), a
Relevant Redemption Premium shall only be payable when
the relevant Redemption Date falls after the tenth
anniversary of the Relevant Date and on or prior to the
twentieth anniversary of the Relevant Date (the
"redemption premium period "). The formula for
calculation of such Relevant Redemption Premium (subject
to rounding down as specified in sub-paragraph (B))
shall be as specified in (iii) below. The Directors may,
in their discretion, determine in relation to any
Category II Non-cumulative Dollar Preference Share,
prior to the Relevant Date, that no Relevant Redemption
Premium shall be payable;
(iii) the formula for calculating the Relevant Redemption
Premium shall be:
- 5 -
A x B
where:
"A" is as defined in sub-paragraph (e) above;
"B" is, in relation to any Redemption Date falling
within the redemption premium period, a percentage
determined from the table below by reference to the
anniversary of the Relevant Date specified in the
left-hand column which is the latest to occur prior to
that Redemption Date:
ANNIVERSARY OF THE
RELEVANT DATE PERCENTAGE
tenth 50%
eleventh 45%
twelfth 40%
thirteenth 35%
fourteenth 30%
fifteenth 25%
sixteenth 20%
seventeenth 15%
eighteenth 10%
nineteenth 5%
(H) in accordance with article 93 of the company's articles of association,
the maximum aggregate fees of the directors who do not hold executive
office for their services, be and is hereby increased from L250,000 per
annum to L500,000 per annum.
/s/ Hew Campbell
- ------------------------
Deputy Secretary
No 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTION
OF
THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY
PASSED ON 28 FEBRUARY 2000
At the EXTRAORDINARY GENERAL MEETING of the members of THE ROYAL BANK OF
SCOTLAND GROUP PUBLIC LIMITED COMPANY duly convened and held at The Balmoral
Hotel, Edinburgh on 28 February 2000 the following Resolution was duly passed as
a SPECIAL RESOLUTION of the Company:-
SPECIAL RESOLUTION
"THAT:
(A) the offer to shareholders of National Westminster Bank Plc ("NatWest")
being made by Merrill Lynch International and Goldman Sachs International
on behalf of the company to acquire the whole of the issued and to be
issued ordinary share capital of NatWest upon the terms and subject to the
conditions set out in the Increased Offer Document and the Key Information
Sheet dated 31 January 2000 (together the "Increased Offer Document") and
the related Form of Acceptance or upon the terms and subject to the
conditions of any amended, revised, extended, additional or other offer or
offers as may be approved by the board of directors of the company or any
duly constituted committee thereof (the "Board") (the "Increased Offer")
be and is hereby approved and that the Board be authorised to waive,
amend, vary or extend any of the terms and conditions of the Increased
Offer, provided that any such waiver, amendment, variation or extension
shall not in the opinion of the Board be material in the context of the
Increased Offer and to do all such things as the Board may consider
necessary or expedient in connection with the Increased Offer including,
without limitation, making and implementing
proposals to the holders of options over the ordinary share capital of
NatWest granted under any NatWest share or share option scheme on such
terms and subject to such conditions as the Board may, in its absolute
discretion, consider appropriate;
(B) subject to and conditional upon the Increased Offer becoming or being
declared unconditional in all respects (other than as regards the
conditions relating to the passing of this resolution and the admission of
the new ordinary shares in the capital of the company issued under the
Increased Offer to the Official List of the London Stock Exchange becoming
effective):
(i) the authorised share capital of the company be increased by the
creation of 3,039,375,406 new ordinary shares of 25 pence each in
the capital of the company, such shares forming one class with the
existing ordinary shares and having attached thereto the respective
rights and privileges and being subject to the limitations and
restrictions set out in the articles of association of the company;
(ii) in addition to any authority conferred by paragraph (D) or (E) of
the resolution approved by shareholders of the company at the
Extraordinary General Meeting held on 13 January 2000, the authority
conferred on the directors of the company by paragraph (1) of
article 13(B) of the company's articles of association be renewed
for a period of five years commencing on the date of passing of this
resolution and for that purpose the "Section 80 amount" shall be
L671,851,084; and
(iii) in addition to any power conferred by paragraph (F) of the
resolution approved by shareholders of the company at the
Extraordinary General Meeting held on 13 January 2000, and in
substitution for any power conferred at the Annual General Meeting
of the company on 13 January 2000, the power conferred on the
directors of the company by paragraph (2) of article 13(B) of the
company's articles of association be renewed for the period ending
at the conclusion of the day of the annual general meeting in 2001
or 15 months after the date of the passing of this resolution,
whichever is the earlier, and for that purpose the "Section 89
amount" shall be L33,556,645;
and that paragraph (B) of the special resolution approved by
shareholders at the Extraordinary General Meeting on 13 January 2000
is superseded by approval of paragraph (B) of this present
resolution;
(C) subject to and conditional upon the Offer becoming or being declared
unconditional in all respects (other than as regards the conditions
relating to the passing of this resolution and the admission of the new
ordinary shares in the capital of the company issued under the Offer to
the Official List of the London Stock Exchange becoming effective) the
authorised share capital of the company be and it is hereby further
increased by the creation of 900,000,000 Category II Non-cumulative
Convertible Sterling Preference Shares of L0.25 each, such shares
having attached thereto the rights and being
subject to the limitations and restrictions set out in the articles of
association of the company, as amended by this resolution.
(D) for the purposes of section 80 of the Companies Act 1985 the directors be
and they are hereby generally and unconditionally authorised to exercise
all the powers of the company to allot all of the 900,000,000 Category II
Non-cumulative Convertible Sterling Preference Shares created pursuant to
paragraph (C) of this resolution; provided that this authority shall
expire on the fifth anniversary of the passing of this resolution, except
that the company may before the expiry of such period make an offer or
agreement which would or might require relevant securities (within the
meaning of the said section 80) to be allotted after the expiry of such
period and the directors may allot relevant securities in pursuance of any
such offer or agreement as if the authority conferred hereby had not
expired, and shall be in addition to any other authority conferred on the
directors of the company pursuant to the said section 80;
(E) for the purposes of section 80 of the Companies Act 1985 the directors be
and they are hereby generally and unconditionally authorised to exercise
all the powers of the company to allot rights to convert into up to
180,000,000 new ordinary shares of 25 pence each in the capital of the
company in connection with the issue and allotment of the Category II
Non-cumulative Convertible Sterling Preference Shares created pursuant to
paragraph (C) of this resolution; provided that this authority shall
expire on the fifth anniversary of the passing of this resolution, except
that the company may before the expiry of such period make an offer or
agreement which would or might require relevant securities (within the
meaning of the said section 80) to be allotted after the expiry of such
period and the directors may allot relevant securities in pursuance of any
such offer or agreement as if the authority conferred hereby had not
expired, and shall be in addition to any other authority conferred on the
directors of the company pursuant to the said section 80;
(F) the directors be and they are hereby empowered pursuant to section 95(1)
of the Companies Act 1985 to allot equity securities (within the meaning
of section 94(2) of the Companies Act 1985) pursuant to the authority
conferred by paragraph (C) of this resolution for cash as if section 89(1)
of the Companies Act 1985 did not apply to the allotment. This power:
(a) expires at the conclusion of the day of the annual general meeting
of the company in 2001 or 15 months after the date of the passing of
this resolution, whichever is the earlier, save that the company may
make an offer or agreement which would or might require equity
securities to be allotted after such expiry of this power and the
directors may allot equity securities in pursuance of that offer or
agreement notwithstanding that this power has expired;
(b) shall be limited to allotments of equity securities for cash up to
an aggregate nominal amount equal to L45,000,000; and
shall be in addition to any other power conferred on the directors
of the company pursuant to article 13 B (2) of the company's
articles of association and such additional authorities conferred on
the directors at the Extraordinary General Meeting of the Company on
13 January 2000;
(G) the articles of association of the company be amended by:
(i) the adoption and insertion, immediately before article 5, of the
following new article as article 4C:
"4C CATEGORY II NON-CUMULATIVE CONVERTIBLE STERLING PREFERENCE
SHARES
Each Category II Non-cumulative Convertible Sterling Preference
Share of L0.25 forming part of the share capital of the
Company (a "Category II Non-cumulative Convertible Sterling
Preference Share") shall confer the rights as to participation in
the profits and assets of the Company, receipt of notices,
attendance and voting at meetings, redemption and conversion
specified or referred to in Schedule 3 to these presents ("Schedule
3" which schedule shall be regarded as part of these presents)";
(ii) the adoption and inclusion, at the end of the articles of
association, of the schedule set out in Part 5 of the Circular dated
31 January 2000 of which the notice of this meeting forms part (the
purpose of such schedule being to set forth the rights, limitations
and restrictions attaching to the Category II Non-cumulative
Convertible Sterling Preference Shares created by paragraph (C) of
this resolution);
(iii) the insertion in article 4(D)(2)(a) after "at such rate" of the
words "(which may be fixed or variable and may be subject to
recalculation at fixed intervals)";
(iv) the addition at the end of article 4(E)(2)(e)(A) of the words
"(provided that the Directors may determine prior to allotment that
a Redemption Date must, in addition to falling as aforesaid, fall on
such anniversary (or on such anniversaries) of the date of allotment
as may be fixed by the Directors prior to allotment)";
(v) the insertion in article 4(F) after "Category II Non-cumulative
Dollar Preference Shares" of the words "and the Non-cumulative Euro
Preference Shares and the Convertible Preference Shares (as defined
in article 4B) and the Category II Non-cumulative Convertible
Sterling Preference Shares";
(vi) the substitution of the second sentence of paragraph 2.6(A) of Part
2 of Schedule 2 with the following: ""Redemption Date" means, in
relation to a Non-cumulative Convertible Dollar Preference Share,
any date
which falls no earlier than five years and one day (or such longer
period (if any) as may be fixed by the Directors prior to allotment
of such Share) after the date of allotment of the Non-cumulative
Convertible Dollar Preference Shares to be redeemed";
(vii) the substitution of the second sentence of paragraph 2.6(A) of Part
3 of Schedule 2 with the following: ""Redemption Date" means, in
relation to a Non-cumulative Convertible Euro Preference Share, any
date which falls no earlier than five years and one day (or such
longer period (if any) as may be fixed by the Directors prior to
allotment of such Share) after the date of allotment of the
Non-cumulative Convertible Euro Preference Shares to be redeemed";
(viii) the substitution of "five" for "ten" in paragraph 2(A) of Part 4 of
Schedule 2;
(ix) the substitution of the phrase set out in paragraph 3(A) of Part 4
of Schedule 2: "95% of the weighted average closing price per
Ordinary Share on the London Stock Exchange during the Broker Bid
Period (the "Base Price"))" by the phrase "either:
(aa) 95% of the weighted average closing price per Ordinary Share
on the London Stock Exchange during the Broker Bid Period; or
(bb) their nominal amount.
The Directors shall specify prior to the allotment of any particular series of
Convertible Preference Shares which of (aa) or (bb) shall apply in respect of
that series (the "Base Price"))."
/s/ Hew Campbell
-----------------------------
Hew Campbell
Deputy Secretary
No 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY
PASSED 20 JUNE 2000
At an extraordinary general meeting of the above company convened and held by
Edinburgh on 20 June 2000 at 11.00 am, the following resolutions were passed as
special resolutions:
SPECIAL RESOLUTION
THAT:
(A) subject to and conditional upon the admission of the Additional Value
Shares in the capital of the Company to the Official List of the Financial
Services Authority and admission to trading with the London Stock Exchange
becoming effective, the authorised share capital of the Company be and it
is hereby increased by the creation of Additional Value Shares of L0.01
each, having an aggregate nominal value of L27 million, and Non-Voting
Deferred Shares of L0.01 each, having an aggregate nominal value of L323
million, such shares having attached thereto the rights and being subject
to the limitations and restrictions set out in the articles of association
of the Company, as amended by this resolution;
(B) for the purposes of section 80 of the Companies Act 1985 the directors be
and they are hereby generally and unconditionally authorised to exercise
all the powers of the Company to allot all of the Additional Value Shares
created pursuant to paragraph (A) of this resolution; provided that this
authority shall expire on the fifth anniversary of the passing of this
resolution, except that the Company may before the expiry of such period
make an offer or agreement which would or might require relevant
securities (within the meaning of the said section 80) to be allotted
after the expiry of such period and the directors may allot relevant
securities in pursuance of any such offer or agreement as if the authority
conferred hereby had not expired, and shall be in addition to any other
authority conferred on the directors of the Company pursuant to the said
section 80;
(C) for the purposes of section 80 of the Companies Act 1985 the directors be
and they are hereby generally and unconditionally authorised to exercise
all the powers of the Company to allot rights to convert the Additional
Value Shares created pursuant to paragraph (A) of this resolution into
- 2 -
up to 1.4 billion new Ordinary Shares of L0.25 each in the capital of the
Company and to allot Non-Voting Deferred Shares of L0.01 each up to an
aggregate nominal amount of L323 million for the purposes of such
conversion provided that this authority shall expire on the fifth
anniversary of the passing of this resolution, except that the Company may
before the expiry of such period make an offer or agreement which would or
might require relevant securities (within the meaning of the said section
80) to be allotted after the expiry of such period and the directors may
allot relevant securities in pursuance of any such offer or agreement as
if the authority conferred hereby had not expired, and shall be in
addition to any other authority conferred on the directors of the Company
pursuant to the said section 80;
(D) the directors be authorised, in accordance with regulation 148(A) of the
articles of association of the Company (as amended by this resolution), to
capitalise such sum (not exceeding L27 million) being part of the amount
standing to the credit of such part of the Company's share premium account
as the Directors may specify or merger reserve (as determined by the
Directors), and to appropriate such sum and apply it in allotting to the
holders of Ordinary Shares of L0.25 each, as shown in the register of
members of the Company at 5.00 p.m. on 20 June 2000 (the "Record Date") or
as they may direct, Additional Value Shares credited as fully paid at par,
on the basis of one such Additional Value Share for every Ordinary Share
held by them at the close of business on the Record Date;
(E) in any case where in accordance with the new Article 4D to be adopted
pursuant to paragraph (F) of this resolution, any Additional Value Shares
are to be consolidated, or to be consolidated with Non-Voting Deferred
Shares, into a consolidated share, and that consolidated share is to be
subdivided into Ordinary Shares or into Ordinary Shares and Non-Voting
Deferred Shares, such shares be consolidated and sub-divided in accordance
with the provisions of the said Article;
(F) the articles of association of the Company be amended by:
(i) the adoption and insertion, immediately before article 5, of the
following new article as article 4D:
"4D Additional Value Shares
Each Additional Value Share of L0.01 forming part of the share
capital of the Company (an "Additional Value Share") shall
confer the rights as to participation in the profits and
assets of the Company, receipt of notices, attendance and
voting at meetings and conversion specified or referred to in
Schedule 4 to these presents ("Schedule 4") which schedule
shall be regarded as part of these presents";
(ii) the adoption and inclusion, at the end of the articles of
association of the Company, of the schedule set out in Part 9 of the
Circular dated 23 May 2000 of which the notice of this meeting forms
part (the purpose of such schedule being to set forth the rights and
restrictions attaching to the Additional Value Shares created by
paragraph (A) of this resolution);
(iii) the adoption and inclusion of the following definition in Article 2:
""London Stock Exchange dealing day" a day, other than a Saturday,
Sunday or public holiday in
the UK when the London Stock
Exchange is open or was due to
be open for trading ";
(iv) the redesignation of Article 148 as 148(A) and adoption and
inclusion of the following Article 148(B):
- 3 -
"148(B)In addition and without limiting the generality of paragraph
(A) of this Article, the Directors may at any time without any
resolution of the shareholders capitalise any profit or
reserve which may be capitalised pursuant to paragraph (A) of
this Article and which is required to be capitalised to enable
the Company to allot and issue fully paid shares to the
holders of convertible securities pursuant to the rights of
conversion conferred upon such holders and in any such case
the Directors shall apply any sum so capitalised in paying up
and issuing to such holders such number of shares of such
nominal amounts and conferring such rights and being subject
to such restrictions as shall be required to enable the
Company to comply with its obligations.";
(v) the deletion of the existing definition of "New Preference Shares"
in Article 2, and the adoption and inclusion of the following
definitions to that article:
""Additional Value Share" The meaning given in Article
4D.
"Non-cumulative Euro Preference Share" The meaning given in Article
4A.
"Non-cumulative Convertible
Sterling Preference Share" The meaning given in Article
4B(1).
"Non-cumulative Convertible
Dollar Preference Share" The meaning given in Article
4B(2).
"Non-cumulative Convertible Euro
Preference Share" The meaning given in Article
4B(3).
"Convertible Preference Shares" The meaning given in Article
4B(4).
"Category II Non-cumulative Dollar
Preference Shares" The meaning given in Article
4(E)(1).
"Category II Non-cumulative
Convertible Sterling Preference Share" The meaning given in Article
4C.
"New Preference Shares" The Non-cumulative Sterling
Preference Shares, the
Non-cumulative Dollar
Preference Shares, the
Non-cumulative Euro
Preference Shares, the
Category II Non-cumulative
Dollar Preference Shares, the
Convertible Preference Shares
and the Category II
Non-cumulative Convertible
Sterling Preference Shares
(which classes of
non-cumulative preference
shares all rank pari passu
inter se as regards
participation in the profits
and assets of the Company),
together with any other share
in the capital of the Company
(other than the Cumulative
Preference Shares) which is
expressed to rank as regards
participation in the profits
or assets of the Company in
some or all respects pari
passu therewith."
- 4 -
SPECIAL RESOLUTION
THAT:
(A) the payment of the ordinary and preference dividends more particularly set
out in the schedule following Part 8 of the Circular dated 23 May 2000 of
which this notice of meeting forms part (the DIVIDENDS), and the entries
in the audited accounts of the Company for the years ended 30 September
1996 to 30 September 1999 inclusive for Dividends paid between such dates,
and in the interim accounts made up to 31 December 1999 for Dividends paid
in the financial quarter ending on that date, whereby distributable
profits of the Company were appropriated to the payments of the Dividends
be and they are hereby ratified and confirmed;
(B) any and all claims which the Company may have in respect of the payments
of the Dividends or any of them against its shareholders who appeared on
the register of shareholders on the relevant record dates be released and
a deed of release in favour of such shareholders be entered into by the
Company in the form of the deed produced to this meeting and signed by the
Chairman for the purposes of identification and thereafter be delivered to
the Secretary of the Company for retention by him on behalf of the said
shareholders;
(C) any distribution involved in the giving of any such release in relation to
any particular Dividend be made out of the profits appropriated to such
Dividend as aforesaid by reference to a record date identical to the
record date for the Dividend concerned; and
(D) any and all claims which the Company may have against its directors (both
past and present) arising out of the payment of the Dividends be released
and that a deed of release in favour of the Company's directors be entered
into by the Company in the form of the deed produced to this meeting and
signed by the Chairman for the purposes of identification and thereafter
be delivered to the Secretary of the Company for retention by him on
behalf of the said directors.
/s/ Hew Campbell
- ------------------
Hew Campbell
Deputy Secretary
N0 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
PASSED ON 11 APRIL 2001
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at The Edinburgh International
Conference Centre, Edinburgh on 11 April 2001 the following Resolutions was duly
passed as SPECIAL RESOLUTIONS of the Company:-
SPECIAL RESOLUTIONS
1. "THAT: the Articles of Association of the Company be and they are hereby
amended as follows:
(1) In Article 2 (Definitions and Interpretation):
(a) insert the following definitions at the appropriate places:
"communication" The same meaning as in the Electronic
Communications Act 2000;
"electronic communication" The same meaning as in the
Electronic Communications Act 2000;"
(b) at the end insert the following:
2
"In Articles 84(A), 88, 110(A), 157 and 158 to 161 (inclusive)
`address', in relation to electronic communications, includes
any number or address used for the purposes of such
communications.";
(2) at the end of Article 56 (period of notice of general meetings)
insert the following:
"For the purposes of this Article (and without prejudice to the
other provisions of these presents), the cases in which notice in
writing is to be taken as given to a member include any case in
which the notice of meeting is sent, or treated as given, using
electronic communications in accordance with Section 369(4A) and
(4B) of the 1985 Act, and the provisions of subsection(4D) of that
Section shall apply in respect of the publication of such notice on
a web site.";
(3) in Article 57(c) (contents of notice), for the word "instruments",
in all places where it occurs, substitute the words "forms for
appointment";
(4) in Article 68 (adjournment of general meetings), after the words
"may nevertheless", insert the words "(without prejudice to the
other provisions of these presents)";
(5) in Article 83 (form and execution of proxies), for the words
"instrument appointing" substitute the words "appointment of",
delete the words "in writing", after the words "accept and" insert
the words ", in the case of an instrument in writing", and at the
end insert "An appointment of a proxy may be contained in an
electronic communication in accordance with these presents,
authenticated or executed in such manner as is specified by the
Directors.";
(6) for Article 84(A) (delivery of forms of proxy), substitute the
following:
"(A) An appointment of a proxy (together with any evidence of
authority required by the directors pursuant to the immediately
preceding Article) must:
(a) in the case of an instrument in writing, be delivered to such
place or one of such places (if any) as may be specified for
that purpose in, or by way of note to, or in any documents
accompanying, the notice convening the meeting or any notice
of any adjournment (or, if no place is so specified, to the
Transfer Office); and
(b) in the case of an appointment contained in an electronic
communication, be received at such address as may have been
specified for that purpose in (i) the notice convening the
meeting or notice of any adjournment, (ii) any instrument of
proxy sent out by the Company in relation to the meeting or
3
adjourned meeting, or (iii) any invitation contained in an
electronic communication to appoint a proxy issued by the
Company in relation to the meeting or adjourned meeting, in
each case not later than forty-eight hours before the time
appointed for the holding of the meeting or adjourned meeting
or (in the case of a poll taken otherwise than at, or on the
same day as, the meeting or adjourned meeting) for the taking
of the poll at which it is to be used, and, subject to
paragraph (B) of this Article, in default shall not be treated
as valid; provided that an appointment of a proxy relating to
more than one meeting (including any adjournment thereof)
having once been so delivered or received for the purposes of
any meeting shall not require again to be delivered or
received in relation to any subsequent meetings to which it
relates. No appointment of a proxy shall be valid after the
expiration of twelve months from the date stated in it as the
date of its execution or, in the case of an appointment
contained in an electronic communication, the date it was
sent.";
(7) in Article 84(B) (delivery of forms of proxy), after the word "may"
insert the words ", in the case of an instrument appointing a proxy
in writing";
(8) in Article 85 (differing proxies), for the word "instruments"
substitute the word "appointments", and after the words "last
delivered", in both places where they occur, insert the words "or
received";
(9) in Article 87 (rights conferred by form of proxy), for the words
"instrument appointing", in all places where they occur, substitute
the words "appointment of";
(10) in Article 88 (intervening events), for the word "instrument", in
both places where it occurs, substitute the word "appointment",
delete the words "in writing" and after the words "instruments of
proxy" insert the words ", or, in the case of an appointment of
proxy contained in an electronic communication, at the address at
which such appointment was duly received, in each case";
(11) delete Article 88A;
(12) in Article 110(A) (meetings of directors), after the words "in
writing", in both places where they occur, insert the words "or by
electronic communication";
(13) in Article 143(D) (scrip dividend), delete the words "in writing"
and at the end insert ". Electronic communications may, if the
Directors so determine, be used in accordance with these presents
(instead of documents in writing) for the notification of the right
of election and the sending of completed forms of election";
4
(14) at the end of Article 154 (accounts to be sent to members) insert
the following:
"Reference in this Article (other than in the immediately preceding
sentence) to copies of the above-mentioned documents and/or
statements being sent to any person include (without prejudice to
any other provision of these presents) references to copies of such
documents and/or statements being sent, or treated as sent, to such
person using electronic communications in accordance with Section
238(4A) and (4B) or Section 251(2A) and (2B) of the 1985 Act, and
the provisions of Sections 238 (4D) and 251 (2D) of the 1985 Act
shall apply in respect of the publication of such documents and/or
statements on a web site.";
(15) in Article 156 (rights of auditors), at the end add "Notwithstanding
the references to notice in writing in Article 56, electronic
communications may be used by the Company pursuant to Section
390(1A) of the 1985 Act (and the provisions of the 1985 Act therein
referred to) to give notice of General Meetings to the Auditors.";
(16) in Article 157 (notices to be in writing), at the end insert the
words "or be given using electronic communications to an address for
the time being notified for that purposes to the person giving the
notice";
(17) in Article 158(A) (service of notices):
(a) after the words "relevant system", insert the words ", or by
sending it using electronic communications to an address for
the time being notified to the Company by the member";
(b) delete the words "in writing"; and
(c) after the words "member concerned" insert the words "(which
may consist of the Company placing such notice or document on
a web site and sending the member concerned notification of
the notice or document on the web site in lieu of sending the
notice or document)";
(18) in Article 158(B) (when notice deemed served):
(a) after the penultimate sentence insert the words "Any notice or
document sent by using electronic communication shall be
deemed to be served or delivered at the expiration of
forty-eight hours after the time it was sent, and in proving
such service or delivery, proof that a notice or document
contained in an electronic communication was sent in
accordance with guidance issued by the Institute of Chartered
Secretaries and
5
Administrators shall be conclusive evidence that the notice or
document was served or delivered."; and
(b) delete the words "in writing";
(19) in Article 162, after the word "Company" insert the words ", and
given in writing,";
(20) in Article 166, at the end add "Nothing in any of the preceding nine
Articles shall prevent or restrict the Company using any method of
sending, or giving access to, any particular offer, notice or other
document which the Statutes or any other provision of these presents
permits or enables the Company to use."
2. "THAT: the power conferred on the directors by paragraph (2) of Article
13(B) of the Company's Articles of Association be renewed for the period
ending on the day of the Annual General Meeting in 2002 or on 11th July
2002, whichever is the earlier, and for that purpose the "Section 89
amount" shall be L33,487,950."
3. "THAT:, pursuant to Article 11 of the Articles of Association of the
Company, the Company is generally and unconditionally authorised to make
market purchases (within the meaning of Section 163(3) of the Companies
Act 1985) of ordinary shares of 25p each in the capital of the Company,
provided that:
(i) the maximum number of ordinary shares to be purchased is 267,903,600
(representing 10 per cent. of the issued ordinary share capital);
(ii) the minimum price which may be paid for an ordinary share is 25p per
share which amount shall be exclusive of expenses;
(iii) the maximum price which may be paid for an ordinary share is, in
respect of an ordinary share contracted to be purchased on any day,
an amount (exclusive of expenses) equal to 105 per cent. of the
average of the mid-market quotations for an ordinary share of the
Company as derived from The Daily Official List of The London Stock
Exchange for the 5 business days immediately preceding the day on
which the ordinary share is contracted to be purchased;
(iv) the authority hereby conferred shall expire at the conclusion of the
next Annual General Meeting of the Company following the passing of
this resolution, unless such authority is renewed prior to such
time; and
(v) the Company may conclude a contract to purchase ordinary shares
under the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after such
expiry, and may make a purchase of ordinary shares in pursuance of
any such contract as if the authority hereby conferred had not
expired."
6
4. "THAT:
(A) the authorised share capital of the Company be and it is hereby
increased by the creation of 900,000 additional Non-cumulative
Convertible Dollar Preference Shares of US$0.01 each, having
attached thereto the rights and being subject to the limitations and
restrictions set out in the Articles of Association of the Company;
(B) for the purposes of section 80 of the Companies Act 1985 ("section
80") the directors be and they are hereby generally and
unconditionally authorised to exercise all the powers of the Company
to allot all of the 900,000 Non-cumulative Convertible Dollar
Preference Shares of US$0.01 each created pursuant to paragraph (A)
of this resolution ("the New Preference Shares"); provided that this
authority shall expire on 13th January 2005, except that the Company
may before that date make an offer or agreement which would or might
require relevant securities (within the meaning of section 80) to be
allotted after such date, and the directors may allot relevant
securities in pursuance of any such offer or agreement as if the
authority conferred hereby had not expired; this authority shall be
in addition to any other authority conferred on the directors of the
Company pursuant to section 80;
(C) the general and unconditional authority conferred on the directors
of the Company for the purposes of section 80 by paragraph (E) of
the special resolution passed at the extraordinary general meeting
of the Company held on 13th January 2000 ("the Section 80
Authority") be and it is hereby varied so that it shall take effect
as if the reference in the said paragraph (E) to Non-cumulative
Convertible Dollar Preference Shares included the New Preference
Shares; subject to the foregoing variation, the Section 80 Authority
shall continue in full force and effect;
(D) the directors be and they are hereby empowered pursuant to section
95(1) of the Companies Act 1985 to allot equity securities (within
the meaning of section 94(2) of the Companies Act 1985) pursuant to
the Section 80 Authority, as varied by paragraph (C) of this
resolution, for cash as if section 89(1) of the Companies Act did
not apply to the allotment. This power:
(a) expires at the conclusion of the day of the annual general
meeting of the Company in 2002 or 15 months after the date of
the passing of this resolution, whichever is the earlier, save
that the Company may make an offer or arrangement which would
or might require equity securities to be allotted after such
expiry of this power and the directors may allot equity
securities in pursuance of that offer or agreement
notwithstanding that this power has expired;
7
(b) shall be limited to the allotment of equity securities for
cash up to an aggregate nominal amount equal to L3,000,
US$10,000 and E12,500;
and shall be in addition to any other power conferred on the
directors of the Company pursuant to Article 13(B)(2) of the
Company's Articles of Association;
(E) the authorised share capital of the Company be and is hereby further
increased by the creation of:
(i) 500,000 additional Non-cumulative Convertible Sterling
Preference Shares of L0.01 each;
(ii) 1,000,000 additional Non-cumulative Convertible Dollar
Preference Shares of US$0.01 each; and
(iii) 1,000,000 additional Non-cumulative Convertible Euro
Preference Shares of E0.01 each;
such shares having attached thereto the respective rights and being
subject to the respective limitations and restrictions set out in
the Articles of Association of the Company; and
(F) for the purposes of section 80, the directors be and they are hereby
generally and unconditionally authorised to exercise all the powers
of the Company to allot all of the 500,000 Non-cumulative
Convertible Sterling Preference Shares of L0.01 each, 1,000,000
Non-cumulative Convertible Dollar Preference Shares of US$0.01 each
and 1,000,000 Non-cumulative Convertible Euro Preference Shares of
E0.01 each created pursuant to paragraph (E) of this resolution;
provided that this authority shall expire on the fifth anniversary
of the passing of this resolution, except that the Company may,
before the expiry of such period, make an offer or agreement which
would or might require relevant securities (within the meaning of
section 80) to be allotted after the expiry of such period, and the
directors may allot relevant securities in pursuance of any such
offer or agreement as if the authority conferred hereby had not
expired; this authority shall be in addition to any other authority
conferred on the directors of the Company pursuant to section 80."
5. "THAT: Schedule 2 to the Articles of Association of the Company be
and it is hereby amended as follows:
(1) in paragraph 2.6 of Part 1 of the Schedule, after sub-
paragraph (A), insert the following sub-paragraph:
"(AA) notwithstanding the foregoing, in relation to any
series of Non-cumulative Convertible Sterling
8
Preference Shares allotted after 11th April 2001, sub-
paragraph (A) above shall have effect as if the
references to ten years, in both places where they
occur, were references to five years;"; and
(2) in paragraph 2.1 of each of Parts 1, 2 and 3 of the
Schedule, after the words "at such rate", insert the
words "(which, in the case of any series allotted after
11th April 2001, may be fixed or variable and may be
subject to recalculation at fixed intervals)".
/s/ Hew Campbell
----------------------
Hew Campbell
Deputy Secretary
No 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
PASSED ON 26 APRIL 2002
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at The Edinburgh International
Conference Centre, Edinburgh on 26 April 2002 the following Resolutions were
duly passed as SPECIAL RESOLUTIONS of the Company:-
SPECIAL RESOLUTIONS
1. "THAT: the power conferred on the directors by paragraph (2) of Article
13(B) of the Company's Articles of Association be renewed for the period
ending on the day of the Annual General Meeting in 2003 or on 26th July
2003, whichever is the earlier, and for that purpose the "Section 89
amount" shall be L35,750,676."
2. "THAT:, pursuant to Article 11 of the Articles of Association of the
Company, the Company is generally and unconditionally authorised to make
market purchases (within the meaning of Section 163(3) of the Companies
Act 1985) of ordinary shares of 25p each in the capital of the Company,
provided that:
(i) the maximum number of ordinary shares to be purchased is 286,005,407
(representing 10% of the issued ordinary share capital);
(ii) the minimum price which may be paid for an ordinary share is 25p per
share which amount shall be exclusive of expenses;
(iii) the maximum price which may be paid for an ordinary share is, in
respect of an ordinary share contracted to be purchased on any day,
an amount (exclusive of expenses) equal to 105% of the average of
the mid-market quotations for an ordinary share of the Company as
derived from The Daily Official List of The London Stock Exchange
for the 5 business days immediately preceding the day on which the
ordinary share is contracted to be purchased;
(iv) the authority hereby conferred shall expire at the conclusion of the
next Annual General Meeting of the Company following the passing of
this resolution, unless such authority is renewed prior to such
time; and
(v) the Company may conclude a contract to purchase ordinary shares
under the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after such
expiry, and may make a purchase of ordinary shares in pursuance of
any such contract as if the authority hereby conferred had not
expired."
/s/ Hew Campbell
------------------------
Hew Campbell
Deputy Secretary
No 45551
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTIONS
OF
THE ROYAL BANK OF SCOTLAND
GROUP PUBLIC LIMITED COMPANY
PASSED ON 28 APRIL 2003
At the ANNUAL GENERAL MEETING of the members of THE ROYAL BANK SCOTLAND GROUP
PUBLIC LIMITED COMPANY duly convened and held at The Edinburgh International
Conference Centre, Edinburgh on 28 April 2003 the following Resolutions were
duly passed as SPECIAL RESOLUTIONS of the Company:-
SPECIAL RESOLUTIONS
1. "THAT: the power conferred on the directors by paragraph (2) of Article
13(B) of the Company's Articles of Association be renewed for the period
ending on the day of the Annual General Meeting in 2004 or on 28th July
2004, whichever is the earlier, and for that purpose the "Section 89
amount" shall be L36,263,574."
2. "That, pursuant to Article 11 of the Articles of Association of the
Company, the Company is generally and unconditionally authorised to make
market purchases (within the meaning of Section 163(3) of the Companies
Act 1985) of ordinary shares of 25p each in the capital of the Company,
provided that:
(i) the maximum number of ordinary shares to be purchased is 290,108,59
(representing 10% of the issued ordinary share capital);
(ii) the minimum price which may be paid for an ordinary share is 25p per
share which amount shall be exclusive of expenses;
(iii) the maximum price which may be paid for an ordinary share is, in
respect of an ordinary share contracted to be purchased on any day,
an amount (exclusive of expenses) equal to 105% of the average of
the mid-market quotations for an ordinary share of the Company as
derived from The Daily Official List of The London Stock Exchange
for the five business days immediately preceding the day on which
the ordinary share is contracted to be purchased;
(iv) the authority hereby conferred shall expire at the conclusion of the
next Annual General Meeting of the Company following the passing of
this resolution, unless such authority is renewed prior to such
time; and
(v) the Company may conclude a contract to purchase ordinary shares
under the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after such
expiry, and may make a purchase of ordinary shares in pursuance of
any such contract as if the authority hereby conferred had not
expired.
/s/ Hew Campbell
------------------------
Hew Campbell
Deputy Secretary
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTIONS
of
The Royal Bank of Scotland Group Limited
(Registered Number 45551)
Passed on 29 April 2004
At an ANNUAL GENERAL MEETING of the Company duly convened and held at Edinburgh
International Conference Centre, The Exchange, Morrison Street, Edinburgh on 29
April 2004, the following RESOLUTIONS were duly passed:-
Ordinary Resolutions
I That the power conferred on the Directors by paragraph (1) of Article
13(B) of the Company's Articles of Association be renewed for a period
commencing on the date of passing of this resolution and ending at the
conclusion of the Annual General Meeting in 2005 and for that purpose the
"Section 80 amount" shall be L247,120,127.
II a) That the authorised share capital of the Company be and it is hereby
increased by the creation of 110 million additional Category II
Non-cumulative Dollar Preference Shares of US$0.01 each, such shares
having attached thereto the rights and being subject to the
limitations set out in the Articles of Association of the Company;
and
b) That for the purposes of Section 80 of the Companies Act 1985 the
Directors be and they are hereby generally and unconditionally
authorised to exercise all the powers of the Company to allot:
(1) all of the 110 million Category II Non-cumulative Dollar
Preference Shares of US$0.01 each created pursuant to
paragraph (a) of this resolution;
(2) all of the existing 140 million authorised but unissued
Category II Non-cumulative Dollar Preference Shares of
US$0.01 each;
(3) all of the existing 66 million authorised but unissued
Non-cumulative Euro Preference Shares of E0.01 each; and
(4) all of the existing 300 million authorised but unissued
Non-cumulative Sterling Preference Shares of L1 each;
provided that this authority shall expire on the fifth anniversary
of the passing of this Resolution except that the Company may before
the expiry of such period make an offer or agreement which would or
might require relevant securities (within the meaning of the said
Section 80) to be allotted after the expiry of such period and the
Directors may allot relevant securities in pursuance of any such
offer or agreement as if the authority hereby conferred had not
expired. This authority is in addition to the authority conferred by
resolution number I above, but in substitution for all other
subsisting authorities, to the extent unused.
Special Resolutions
I That (i) the power conferred on the Directors by paragraph (2) of Article
13(B) of the Company's Articles of Association be renewed for the period
ending at the conclusion of the Annual General Meeting in 2005 or on 29th
July 2005, whichever is the earlier, and for that purpose the "Section 89
amount" shall be L37,068,019, and (ii) the said paragraph (2) of Article
13(B) be amended by deleting the words "pursuant to and within the terms
of the said authority" and substituting the words "(pursuant to and within
the terms of the said authority, by way of sales of treasury shares, or
both)".
II That, pursuant to Article 11 of the Articles of Association of the
Company, the Company is generally and unconditionally authorised to make
market purchases (within the meaning of Section 163(3) of the Companies
Act 1985) of ordinary shares of 25p each in the capital of the Company,
provided that:
(i) the maximum number of ordinary shares to be purchased is 296,544,152
(representing 10% of the issued ordinary share capital);
(ii) the minimum price which may be paid for an ordinary share is 25p per
share which amount shall be exclusive of expenses;
(iii) the maximum price which may be paid for an ordinary share is, in
respect of an ordinary share contracted to be purchased on any day,
an amount (exclusive of expenses) equal to 105% of the average of
the mid-market quotations for an ordinary share of the Company as
derived from The Daily Official List of The London Stock Exchange
for the five business days immediately preceding the day on which
the ordinary share is contracted to be purchased;
(iv) the authority hereby conferred shall expire at the conclusion of the
next Annual General Meeting of the Company following the passing of
this resolution, unless such authority is renewed prior to such
time; and
(v) the Company may conclude a contract to purchase ordinary shares
under the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after such
expiry, and may make a purchase of ordinary shares in pursuance of
any such contract as if the authority hereby conferred had not
expired.
III That the Articles of Association of the Company be amended by:
(A) the adoption and insertion after Article 4(C)(2)(b) of the following
new paragraph (bb):
"(bb) ABROGATION OF ENTITLEMENT TO DIVIDEND
In relation to any particular Non-cumulative Sterling
Preference Shares allotted on or after the date of passing of
resolution 17 set out in Appendix 2 to the circular letter to
shareholders dated 15th March 2004, all of the following
provisions shall apply if (but only if) the Directors so
determine prior to allotment thereof:
(i) the Directors may, in their sole and absolute
discretion, resolve prior to any dividend payment date
that the dividend on such Non-cumulative Sterling
Preference Shares, or part thereof, shall not be paid on
that dividend payment date. If the Directors resolve as
aforesaid, then none or (as the case may be) part only
of the dividend shall be declared and/or paid. The
Directors shall not be bound to give their reasons for
exercising their discretion under this sub-paragraph,
and the Directors may exercise their discretion in
respect of a dividend notwithstanding the previous
setting aside of a sum to provide for payment of that
dividend;
(ii) to the extent that any dividend or part of a dividend on
any Non-cumulative Sterling Preference Shares is, on
any occasion, not paid by reason of the exercise of the
Directors' discretion pursuant to sub-paragraph (i)
above, the holders of such shares shall have no claim in
respect of such non-payment;
(iii) if any dividend or part of a dividend on any
Non-cumulative Sterling Preference Shares has, on any
occasion, not been paid by reason of the exercise of the
Directors' discretion under sub-paragraph (i) above:
(1) the provisions of sub-paragraphs (2)(b)(ix) and
(x) of this Article 4(C) shall not apply in
respect of such non-payment;
(2) such non-payment shall not prevent or restrict (a)
the declaration and payment of dividends on any
other Non-cumulative Sterling Preference Shares,
or on any preference share capital of the Company
expressed to rank PARI PASSU with the
Non-cumulative Sterling Preference Shares, (b) the
setting aside of sums for the payment of such
dividends, (c) (subject to (4) below) the
redemption, purchase or other acquisition of
shares in the Company by the Company, or (d)
(subject to (4) below) the setting aside of sums,
or the establishment of sinking funds, for any
such redemption, purchase or other acquisition by
the Company;
(3) no dividend may be declared or paid on any share
capital ranking after the Non-cumulative Sterling
Preference Shares as regards participation in
profits (including the Ordinary Shares) until such
time as the dividend stated to be payable on the
Non-cumulative Sterling Preference Shares to which
the non-payment relates in respect of a dividend
period has thereafter been declared and paid in
full; and
(4) the Company may not redeem or purchase or
otherwise acquire for any consideration any share
capital ranking after the Non-cumulative Sterling
Preference Shares, and may not set aside any sum
nor establish any sinking fund for the redemption,
purchase or other such acquisition thereof, until
such time as dividends stated to be payable on the
Non-cumulative Sterling Preference Shares to
which the non-payment relates in respect of
successive dividend periods together aggregating
no less than twelve months shall thereafter have
been declared and paid in full;
(iv) if there is any conflict between the provisions of this
paragraph (bb), as they apply to any Non-cumulative
Sterling Preference Shares, and any other provisions of
this Article 4(C) applying to such Non-cumulative
Sterling Preference Shares (including sub-paragraph
(2)(b)(xi)), the provisions of this paragraph (bb) shall
prevail. In paragraph (2)(a) of this Article 4(C), the
words ", and subject to the provisions of paragraph (bb)
below, if applicable" shall be deemed to be inserted
after "if applicable" in the first sentence, and in
paragraph (2)(b) of this Article 4(C) the words
"(subject to the provisions of paragraph (bb) below, if
applicable)" shall be deemed to be inserted after "such
dividend shall" in sub-paragraph (i) and after
"dividends shall" in sub-paragraph (ii);
(v) in determining the sum payable on any Non-cumulative
Sterling Preference Shares pursuant to Article
4(C)(2)(c)(i) on a winding up or liquidation, the
Directors' discretion under sub-paragraph (i) above
shall be disregarded save in so far as such discretion
was actually exercised prior to the making of the
determination;
(vi) in calculating the aggregate amount of dividends payable
in respect of any Non-cumulative Sterling Preference
Shares for the purposes of Article 4(C)(3), such
calculation shall be made on the assumption that there
shall be no exercise by the Directors of their
discretion under sub-paragraph (i) above in respect of
such Non-cumulative Sterling Preference Shares (or any
equivalent discretion in respect of any other New
Preference Shares); and
(vii) for the avoidance of doubt, no series of Non-cumulative
Sterling Preference Shares shall be treated as ranking
after any other New Preference Shares with which it is
expressed to rank PARI PASSU as regards participation in
profits, by reason only of the provisions set out in
this paragraph (bb) being included in the terms of issue
applicable to that series, or any dividend on that
series not being paid by virtue of this paragraph
(bb).";
(B) the adoption and insertion after Article 4(E)(2)(f) of the following new
Article 4(E)(2)(g):
"(g) in relation to any particular Category II Non-cumulative Dollar
Preference Shares allotted on or after the date of passing of
resolution 17 set out in Appendix 2 to the circular letter to
shareholders dated 15th March 2004, all of the following provisions
shall apply if (but only if) the Directors so determine prior to
allotment thereof:
(i) the Directors may, in their sole and absolute discretion,
resolve prior to any dividend payment date that the dividend
on such Category II Non-cumulative Dollar Preference Shares,
or part thereof, shall not be paid on that dividend payment
date. If the Directors resolve as aforesaid, then none or (as
the case may be) part only of the dividend shall be declared
and/or paid. The Directors shall not be bound to give their
reasons for exercising their discretion under this
sub-paragraph, and the Directors may exercise their discretion
in respect of a dividend notwithstanding the previous setting
aside of a sum to provide for payment of that dividend;
(ii) to the extent that any dividend or part of a dividend on any
Category II Non-cumulative Dollar Preference Shares is, on any
occasion, not paid by reason of the exercise of the Directors'
discretion pursuant to sub-paragraph (i) above, the holders of
such shares shall have no claim in respect of such
non-payment;
(iii) if any dividend or part of a dividend on any Category II Non-
cumulative Dollar Preference Shares has, on any occasion, not
been paid by reason of the exercise of the Directors'
discretion under sub-paragraph (i) above:
(1) the provisions of sub-paragraphs (viii) and (ix) of
Article 4(D)(2)(b) shall not apply in respect of such
non-payment;
(2) such non-payment shall not prevent or restrict (a) the
declaration and payment of dividends on any other
Category II Non-cumulative Dollar Preference Shares, or
on any preference share capital of the Company expressed
to rank PARI PASSU with the Category II Non-cumulative
Dollar Preference Shares, (b) the setting aside of sums
for the payment of such dividends, (c) (subject to (4)
below) the redemption, purchase or other acquisition of
shares in the Company by the Company, or (d) (subject to
(4) below) the setting aside of sums, or the
establishment of sinking funds, for any such redemption,
purchase or other acquisition by the Company;
(3) no dividend may be declared or paid on any share capital
ranking after the Category II Non-cumulative Dollar
Preference Shares as regards participation in profits
(including the Ordinary Shares) until such time as the
dividend stated to be payable on the Category II
Non-cumulative Dollar Preference Shares to which the
non-payment relates in respect of a dividend period has
thereafter been declared and paid in full; and
(4) the Company may not redeem or purchase or otherwise
acquire for any consideration any share capital ranking
after the Category II Non-cumulative Dollar Preference
Shares, and may not set aside any sum nor establish any
sinking fund for the redemption, purchase or other such
acquisition thereof, until such time as dividends stated
to be payable on the Category II Non-cumulative Dollar
Preference Shares to which the non-payment relates in
respect of successive dividend periods together
aggregating no less than twelve months shall thereafter
have been declared and paid in full;
(iv) if there is any conflict between the provisions of this
Article 4(E)(2)(g), as they apply to any Category II
Non-cumulative Dollar Preference Shares, and any other
provisions of Article 4(D) or this Article 4(E) applying to
such Category II Non-cumulative Dollar Preference Shares, the
provisions of this Article 4(E)(2)(g) shall prevail. In
Article 4(D)(2)(a), the words ", and subject to the provisions
of Article 4(E)(2)(g), if applicable" shall be deemed to be
inserted after "if applicable" in the first sentence, and in
Article 4(D)(2)(b) the words "(subject to the provisions of
Article 4(E)(2)(g), if applicable)" shall be deemed to be
inserted after "such dividend shall" in sub-paragraph (i) and
after "dividends shall" in sub-paragraph (ii);
(v) in determining the sum payable on any Category II
Non-cumulative Dollar Preference Shares pursuant to Article
4(D)(2)(c)(i) on a winding up or liquidation, the Directors'
discretion under sub-paragraph (i) above shall be disregarded
save in so far as such discretion was actually exercised prior
to the making of the determination;
(vi) in calculating the Relevant Redemption Premium (if any)
payable in respect of any Category II Non-cumulative Dollar
Preference Shares, the component "A" in the formula for such
calculation shall be determined on the assumption that there
shall be no exercise by the Directors of their discretion
under sub-paragraph (i) above in respect of such Category II
Non-cumulative Dollar Preference Shares; and
(vii) for the avoidance of doubt, no series of Category II
Non-cumulative Dollar Preference Shares shall be treated as
ranking after any other New Preference Shares with which it is
expressed to rank PARI PASSU as regards participation in
profits, by reason only of the foregoing provisions of this
Article 4(E)(2)(g) being included in the terms of issue
applicable to that series, or any dividend on that series not
being paid by virtue of this Article 4(E)(2)(g)."; and
(C) the adoption and insertion after paragraph 2.2 of schedule 1 to the
Articles of Association of the following new paragraph 2.2A:
"2.2A ABROGATION OF ENTITLEMENT TO DIVIDEND
In relation to any particular Non-cumulative Euro Preference Shares
allotted on or after the date of passing of resolution 17 set out in
Appendix 2 to the circular letter to shareholders dated 15th March
2004, all of the following provisions shall apply if (but only if)
the Directors so determine prior to allotment thereof:
(i) the Directors may, in their sole and absolute discretion,
resolve prior to any dividend payment date that the dividend
on such Non-cumulative Euro Preference Shares, or part
thereof, shall not be paid on that dividend payment date. If
the Directors resolve as aforesaid, then none or (as the case
may be) part only of the dividend shall be declared and/or
paid. The Directors shall not be bound to give their reasons
for exercising their discretion under this sub-paragraph, and
the Directors may exercise their discretion in respect of a
dividend notwithstanding the previous setting aside of a sum
to provide for payment of that dividend.
(ii) to the extent that any dividend or part of a dividend on any
Non-cumulative Euro Preference Shares is, on any occasion,
not paid by reason of the exercise of the Directors'
discretion pursuant to sub-paragraph (i) above, the holders
of such shares shall have no claim in respect of such
non-payment;
(iii) if any dividend or part of a dividend on any Non-cumulative
Euro Preference Shares has, on any occasion, not been paid by
reason of the exercise of the Directors' discretion under
sub-paragraph (i) above:
(1) the provisions of sub-paragraphs (viii) and (ix) of
paragraph 2.2 shall not apply in respect of such
non-payment;
(2) such non-payment shall not prevent or restrict (a) the
declaration and payment of dividends on any other Non-
cumulative Euro Preference Shares, or on any preference
share capital of the Company expressed to rank PARI
PASSU with the Non-cumulative Euro Preference Shares,
(b) the setting aside of sums for the payment of such
dividends, (c) (subject to (4) below) the redemption,
purchase or other acquisition of shares in the Company
by the Company, or (d) (subject to (4) below) the
setting aside of sums, or the establishment of sinking
funds, for any such redemption, purchase or other
acquisition by the Company;
(3) no dividend may be declared or paid on any share capital
ranking after the Non-cumulative Euro Preference Shares
as regards participation in profits (including the
Ordinary Shares) until such time as the dividend stated
to be payable on the Non-cumulative Euro Preference
Shares to which the non-payment relates in respect of a
dividend period has thereafter been declared and paid in
full; and
(4) the Company may not redeem or purchase or otherwise
acquire for any consideration any share capital ranking
after
the Non-cumulative Euro Preference Shares, and may not
set aside any sum nor establish any sinking fund for the
redemption, purchase or other such acquisition thereof,
until such time as dividends stated to be payable on the
Non-cumulative Euro Preference Shares to which the
non-payment relates in respect of successive dividend
periods together aggregating no less than twelve months
shall thereafter have been declared and paid in full;
(iv) if there is any conflict between the provisions of this
paragraph 2.2A, as they apply to any Non- cumulative Euro
Preference Shares, and any other provisions of this Schedule
applying to such Non-cumulative Euro Preference Shares, the
provisions of this paragraph 2.2A shall prevail. In paragraph
2.1, the words ", and subject to the provisions of paragraph
2.2A, if applicable" shall be deemed to be inserted after "if
applicable" in the first sentence, and in paragraph 2.2 the
words "(subject to the provisions of paragraph 2.2A, if
applicable)" shall be deemed to be inserted after "such
dividend shall" in sub-paragraph (i) and after "dividends
shall" in sub-paragraph (ii);
(v) in determining the sum payable on any Non-cumulative Euro
Preference Shares pursuant to paragraph 2.3(i) below on a
winding up or liquidation, the Directors' discretion under
sub-paragraph (i) above shall be disregarded save in so far as
such discretion was actually exercised prior to the making of
the determination;
(vi) in calculating any Relevant Redemption Premium payable in
respect of any Non-cumulative Euro Preference Shares pursuant
to paragraph 2.6(ii)(B) below, the components "A" and "C" in
the formulae for such calculation shall be determined on the
assumption that there shall be no exercise by the Directors of
their discretion under sub-paragraph (i) above in respect of
such Non-cumulative Euro Preference Shares; and
(vii) for the avoidance of doubt, no series of Non-cumulative Euro
Preference Shares shall be treated as ranking after any other
New Preference Shares with which it is expressed to rank PARI
PASSU as regards participation in profits, by reason only of
the provisions set out in this paragraph 2.2A being included
in the terms of issue applicable to that series, or any
dividend on that series not being paid by virtue of this
paragraph 2.2A."
/s/ Hew Campbell
------------------------
Deputy Secretary
THE COMPANIES ACTS 1948 to 1983
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
of
THE ROYAL BANK OF SCOTLAND GROUP
public limited company
(amended by Resolution of the Directors passed on 28th January, 1982, by
Special Resolutions passed on 12th January, 1984 and 14th January, 1993 and
29th April 2004)
1. The name of the Company is "The Royal Bank of Scotland Group public
limited company".(1)
2. The Company is to be a public company.
3. The registered office of the Company will be situate in Scotland.
4. The objects for which the Company is established are(2):-
(1) To carry on in any part of the world the business of banking in all
or any of its aspects, conformably with the laws relating to banking
whether passed before or after the date of adoption of this clause
in any of the territories in which the powers hereby conferred are
exercised, and generally in carrying on its said business and as
ancillary thereto to do all acts and things which may seem desirable
to be done in the conduct of the businesses of banking or dealing in
money and securities for money or which may conduce or be calculated
directly or indirectly to facilitate or render profitable the
prosecution or such businesses or may be calculated to promote the
profitable employment or use of the assets of the Company; and, in
particular, and without prejudice to such generality:-
(i) to issue notes of all denominations or amounts payable to
bearer subject to compliance with any legal requirements from
time to time applicable thereto and to any special liability
which may attach by law thereto and to perform the obligations
thereby undertaken;
(ii) to receive, collect, obtain, and retain money on deposit,
current or savings account or on loan or otherwise, and
whether at interest or otherwise, and to obtain the use and
control of money and securities and to transmit the same and
to employ and use the same in any manner thought fit;
(iii) to advance, lend, place or deposit money, securities or any
other property of every kind whether without security or with
security of any nature or kind
- ----------------
(1) The Company was incorporated under the name "National and Commercial Banking
Group Limited" and its name was changed to The Royal Bank of Scotland Group
Limited" by Special Resolution passed on 4th July, 1979. By Resolution of the
Directors passed on 28th January, 1982, pursuant to section 8 of the Companies
Act, 1980, the name of the Company was changed to "The Royal Bank of Scotland
Group public limited company".
(2) This clause was substituted by Special Resolution passed on 12th January,
1984.
whatsoever, heritable or moveable, real or personal or
otherwise, and generally to grant credit or credit facilities
of any nature and to make or negotiate loans and advances,
whether to be made by the Company, by the Company and others
or by others, to any company or person, all upon such terms as
to interest or otherwise as may be thought fit;
(iv) to draw, accept, endorse, grant, discount, acquire, tender
for, subscribe, buy, sell, issue, negotiate, transfer, hold,
invest or deal in and borrow against, secure, retire, pay or
otherwise dispose of or deal with cheques, orders, drafts,
bills of exchange, promissory notes, and other instruments,
securities and obligations of every kind (whether or not
transferable or negotiable);
(v) to grant, issue, negotiate, honour, retire, pay and meet
obligations arising from bankers' cards, cheque, guarantee and
cash cards, credit cards, letters of credit, circular notes,
travel and travellers cheques, drafts and other instruments,
and all other cheques, instruments, cards or devices (whether
evidenced or recorded by visible, electronic or other means)
used for the payment of debts, discharge of obligations or the
transfer of funds, certificates and securities, whether to
bearer or otherwise, and whether providing for the payment of
money or the delivery of bullion or otherwise; to make the
same or any of them assignable absolutely or otherwise; and
generally to transact business in relation to all kinds of
payment or transfer systems or methods used by bankers or
others for the transfer of funds and settlement of debts or
transactions (whether in securities or otherwise);
(vi) to buy, hold, sell and deal in foreign exchange, currency,
bullion, specie, commodities and futures of any description
and precious and other metals;
(vii) to receive money, valuables, securities, deeds, and any other
items or documents on deposit or for safe custody or
otherwise, and with or without undertaking liability for any
loss thereof or injury thereto and with or without
remuneration.
(2) To carry on the business of a holding company in all its aspects and
to co-ordinate, finance, assist, subsidise and manage all or any
part of the businesses and operations of any and all companies in
which the Company is interested whether as a shareholder or
otherwise and whether directly or indirectly.
(3) To finance or assist in financing the purchase, improvement,
retention, hire, lease or sale of any heritable or moveable, real or
personal property of all and every kind or description by way of
hire purchase, instalment finance, rental finance, deferred payment,
factoring or leasing or otherwise, and to institute, enter into,
carry on, subsidise, finance or assist in subsidising or financing
the purchase, improvement, retention, hire, lease, sale or
maintenance of any heritable or moveable, real or personal property
of all and every kind and description upon any terms whatsoever, to
acquire and discount agreements or any rights thereunder, by way of
hire purchase, instalment finance, rental finance, deferred payment
or otherwise, whether proprietary or contractual, and to acquire by
assignation, charge, assignment, or otherwise debts due and owing to
any company or person and to collect such debts.
(4) To subscribe, enter into or tender for, purchase or otherwise
acquire, and to hold, dispose of and deal with the shares, stock,
securities and evidence of indebtedness or of the right to
participate in profits or assets or other similar documents issued
by any
company or person or any other kind of heritable or moveable, real
or personal property including (but without limitation) futures
contracts or arrangements of any nature and interest exchange
arrangements and any options or other rights in respect of any
securities or any other kind of heritable or moveable, real or
personal property as aforesaid and generally both in relation to
securities and in relation to any other kind of heritable or
moveable, real or personal property to carry on the business of a
dealing company in all its aspects; and to promote, effect, insure,
guarantee, underwrite, secure the subscription or placing of,
subscribe or tender for or procure subscription of (whether
conditionally or absolutely), participate in, manage (whether on
commission or not) carry out or perform any other function in
relation to any issue (public or private) of the securities of any
company or person, and any options or rights in respect thereof and
to lend money for the purposes of or to facilitate any such issue.
(5) To enter into any guarantee, bond, recognisance or contract of
warranty or indemnity or suretyship of any nature whatsoever and
generally, whether with or without the Company receiving any
consideration, to guarantee or to grant any indemnity in respect of
or to secure or support or otherwise be responsible or liable for
(whether by way of bond, guarantee or otherwise and with or without
a personal covenant and with or without a heritable security or
other fixed security or assignation in security or assignation or
assignment or other conveyance or mortgage or pledge of or charge
over or set-off against or lien upon all or any part of the
undertaking and assets, present and future, and the uncalled capital
of the Company or in any other manner) the performance of any
contracts, obligations or commitments of any company or person
(including but without limitation any company which is for the time
being a subsidiary or a holding company of the Company or another
subsidiary of a holding company of the Company or which is in any
way whatsoever allied to or associated with the Company or with any
such holding company or subsidiary or in which the Company or any
such holding company, subsidiary or allied or associated company is
interested whether as a shareholder or otherwise and whether
directly or indirectly) and in particular (but without prejudice to
the generality of the foregoing) by all or any of such methods or in
any other manner to guarantee, provide security for, support and
become responsible or liable for or in respect of the validity,
reliability or authenticity of all kinds of titles, securities,
instruments, deeds and documents and the payment of capital,
principal, premiums, dividends, interest and other moneys and the
performance of any obligations secured by or payable or performable
under or in respect of any securities, to undertake the insurance,
counter- insurance and reinsurance of all kinds of risks, to obtain
and receive all kinds of guarantees, counter-guarantees, indemnities
and counter-indemnities, to take all other kinds of security whether
by way of bond, personal covenant, heritable or other fixed
security, assignation in security, assignment, mortgage, pledge, or
charge or otherwise howsoever for or in respect of the performance
or implementation of any obligations of any person or company and
generally to carry on the business of a guarantee and indemnity
company in all its aspects.
(6) To undertake and carry on business as promoters, agents, financiers,
managers, traders, importers, exporters, concessionaires, jobbers,
brokers, including commodity and mortgage brokers and stockbrokers,
merchants, factors, mercantile agents, shipbrokers, underwriters,
warehousemen, surveyors, auctioneers, valuers, property consultants
and managers, land and estate agents, contractors, travel agents and
aircraft, ship, hovercraft, and road and rail transport owners,
hirers, charterers and operators; to undertake insurance and
reinsurance and generally carry on the business of insurance in all
its aspects; to act as agent, broker or underwriter for the placing
of
life, marine, fire, accident, fidelity, travel and all other classes
of insurance; to act as agent or representative of owners or other
persons having or claiming to have, any interest in vessels,
aircraft, hovercraft, cargoes, freights, motor or railway vehicles
or other machinery or other general merchandise, and any other
subjects of insurance; and generally to undertake and carry on every
kind of professional, mercantile, property or agency business in all
its aspects and to become a subscriber to or member of or otherwise
associated with any exchange or similar organisation or trade or
other association.
(7) To act as and to undertake and execute the office and duties of
executor, administrator, trustee or custodian trustee, and to
undertake the duties and exercise the rights of a trust corporation
and to undertake and execute trusts of all kinds, whether private or
public, and whether inter vivos, contractual or mortis causa,
including religious, educational or charitable trusts, and generally
to carry on what is usually known as trustee and executor business,
and in particular and without prejudice to the foregoing generality
to undertake and execute the office of trustee or executor or
administrator of wills, estates or settlements, trustee of deeds or
documents securing debentures, debenture stock or other securities
of any company or person or of pension, superannuation, benevolent
or other funds or unit trusts, to establish, promote, continue and
manage unit trusts, investment trusts, mutual funds and
corporations, associations and partnerships of all types and to act
as agent, factor, attorney, tutor, curator, judicial factor,
receiver, liquidator, guardian, manager, member of committee or any
other office of trust or responsibility with or without
remuneration; and to make deposits, enter into recognisances and
bonds of caution or security and otherwise give security for the due
execution, and performance of the duties, of any of the said
offices; with the power to the Company to charge interest at such
rates as the Company may from time to time fix on all or any
advances made or debts incurred by the Company while acting in any
of such capacities.
(8) To accept, carry on, manage, sell, realise, transfer, dispose of and
deal with any business comprised or included in any trust,
settlement or estate of which the Company is trustee, executor,
administrator, agent, factor, attorney, tutor, curator, judicial
factor, guardian, liquidator, receiver, manager, member of committee
or otherwise.
(9) To undertake on behalf of customers and others the investment,
holding and management, realisation and re-investment of moneys,
securities, investments and property of every kind upon such terms
as may be thought desirable, to provide investment management
services, to accept and hold either in the name of the Company or in
any of its subsidiaries, or in any other manner moneys, securities,
investments and property of any description paid, transferred,
assigned or conveyed to or vested in the Company for management by
it.
(10) To provide management, advisory, consultancy, secretarial,
accountancy, statistical, legal and any technical, executive,
supervisory or business services of any kind whatsoever for or in
relation to any company, person, business or property of any
description whatsoever.
(11) To undertake the office of treasurer, factor, registrar, director,
secretary and transfer agent and to keep for any company or person
any register relating to any stocks, funds, shares, or securities,
and to undertake any duties in relation to the registration of
transfers, the issue of certificates or otherwise.
(12) To create and issue any securities for any purpose including (but
without limitation) by way of security or indemnity for or in
respect of or by way of satisfaction of any liability whether of the
Company or of any other company or person.
(13) To carry on the business of acquiring, selling, installing,
operating, leasing, renting and providing data processing, storage
and retrieval equipment and systems, computers, programs and other
software, bureaux services and communication and information storage
and retrieval systems of every kind.
(14) To apply for and take out, purchase or otherwise acquire any trade
and service marks and names, designs, patents, patent rights,
inventions, secret processes, copyrights, concessions, licences,
grants or other exclusive or non-exclusive rights of any kind and to
develop and turn to account and deal with the same in such manner as
may be thought fit and to make experiments and tests and to carry on
all kinds of research and development work.
(15) To seek for and secure and to utilise and develop any openings for
the employment of capital and if thought fit to engage and employ
specialists to investigate, explore and examine, whether
specifically or generally, the prospects, character, situation,
conditions and circumstances of any businesses, undertakings and
concerns and any concessions, rights, properties or assets of any
nature whatsoever.
(16) To establish and maintain branches, agencies and representative or
other offices in any part of the world and to act as agents, and to
act for and represent, or employ as agents, any company or person
resident in the United Kingdom or elsewhere.
(17) To procure the Company to be registered, licensed or otherwise
legally recognised in or under the laws of any place outside
Scotland.
(18) To procure the quotation, registration or listing of securities of
the Company or securities derived from or related to securities of
the Company on any stock exchange or other market for securities in
any part of the world.
(19) To take or concur in any steps or proceedings (including the
undertaking of any obligation, monetary or otherwise) calculated to
uphold or support the credit of the Company or any business with
which it is associated directly or indirectly or to obtain,
maintain, restore or justify public confidence, or to avert or
minimise damage directly or indirectly affecting or likely to affect
the business of the Company or any such other business as aforesaid.
(20) To borrow or raise money in any manner and on any terms whatsoever
including (but without limitation) by the issue of securities, and
to secure the repayment of any money borrowed, raised or owing or
the performance of any obligation or guarantee by granting floating
charges, heritable or other fixed securities, assignations in
security, assignations or other conveyances or assignments or by
mortgage or pledge of or charge over or lien upon, the whole or any
part of the Company's property or assets (present and future) and
any uncalled capital of the Company.
(21) To purchase or otherwise acquire or undertake the whole or any part
of, or any interest in, the business, property, assets and
liabilities of any company or person carrying on or interested in
any business which the Company is empowered to carry on or possessed
of property or assets suitable for the purposes of the Company which
the Company is empowered to hold or deal in or with, and to continue
or participate
in the continuance of any such whole, part or interest so purchased,
acquired or undertaken.
(22) To invest or lend or employ the funds of the Company in or upon such
investments, securities, futures contracts or other arrangements and
all other kinds of property (whether heritable or moveable, real or
personal), rights or options or in such other manner as may be
thought fit, to hold, sell or otherwise deal with such investments,
securities, futures contracts, arrangements and other kinds of
property, rights or options as aforesaid and generally to carry on
the business of an investment company in all its aspects.
(23) To enter into such agreements and arrangements with bankers and
others as to the general principles to be applied and method or
procedure to be adopted in carrying out banking or other business in
any country or district, or for regulating any of the details of
such business, as may be proper and convenient.
(24) To enter into partnership or into any arrangement for sharing
profits, union of interests, co-operation, joint adventure,
reciprocal concession or otherwise with any company or person
carrying on or engaged in or about to carry on or engage in any
business or transaction capable of being conducted so as directly or
indirectly to benefit the Company and to lend money to, guarantee
the contracts and obligations of, or otherwise assist any such
company or person and to take or otherwise acquire shares and
securities of any such company or person, and to sell, hold,
re-issue with or without guarantee or otherwise deal with the same.
(25) To amalgamate the Company with or to make arrangements for securing
reciprocity of interests between the Company and any other company
or person having objects similar to the objects of the Company or
any of them, and that by the issue or sale to such other company or
person of any of the securities of the Company or by purchase of all
or any of the securities or other interest in the business of any
such other company or person or by an arrangement of the nature of
partnership or by an exchange of such securities or interests or by
the sale of the whole or any part of the assets of the Company for
the time being or by the purchase or acquisition of the whole or any
part of the assets of such other company or person, and to exchange
any of the assets of the Company for the time being for any other
assets which the Company is entitled to hold; and to promote and
facilitate any arrangements by way of sale or otherwise of shares
and securities of the Company by the holders thereof having for its
eventual object all or any of these purposes.
(26) To acquire and carry on any business carried on by a subsidiary or a
holding company of the Company or another subsidiary of a holding
company of the Company.
(27) To promote or join in the promotion of any company whether or not
having objects similar (wholly or in part) to those of the Company
including (but without limitation) the promotion of any company for
the purpose of acquiring or taking over any part of the property and
assets and liabilities of the Company or any subsidiary of the
Company or of any other person or company.
(28) To purchase, take on lease, hire, take options over, exchange or
otherwise acquire and to hold, administer, sell, feu, excamb, lease,
grant options over, pledge, burden, charge, realise, invest,
improve, manage, build, construct, equip, work, develop, turn to
account and otherwise dispose of and deal with assets, moneys,
lands, buildings,
estates, works, structures, facilities, rights, concessions,
licences, grants, patents, trade marks and other property, heritable
and moveable, real and personal of every kind and wherever situated,
and all or any part of the undertaking, properties, assets and
rights of the Company or any undertaking, properties, assets and
rights in which the Company may be interested with others.
(29) To subscribe, donate or guarantee money or provide sponsorship for
any international, national, charitable, benevolent, educational,
social, sporting, public, general or useful object or for any
exhibition or trade or other association or for any purpose which
may be considered likely directly or indirectly to further the
interests of the Company or of its members or of any business with
which the Company is associated directly or indirectly.
(30) To establish and maintain, take over, contribute to or otherwise
subsidise or support any pension, superannuation, benevolent,
sickness, medical or life assurance fund, scheme or arrangement
(whether contributory or otherwise) for the benefit of, and to pay,
give or procure the payment or giving of donations, gratuities,
pensions, allowances, bonuses, emoluments or any other benefits to,
any individuals who are or were at any time Directors, officers,
employees, servants or agents of the Company or of any other company
which is or was at any time its holding company or which is or was
at any time a subsidiary of the Company or of any such holding
company or which is or was at any time in any way whatsoever allied
to or associated with the Company or with any such holding company
or subsidiary or in which the Company or any such holding company or
subsidiary or allied or associated company is or was at any time
interested whether as a shareholder or otherwise and whether
directly or indirectly or of any predecessor in business of the
Company or of any subsidiary of the Company or of any such other
company and the husbands, wives, widowers, widows, children,
families, dependants and personal representatives of any such
individuals as aforesaid and any other persons whose service or
services have directly or indirectly been of benefit to the Company
or to any such other company or to any such predecessor in business
or who are considered to have any moral claim on the Company or on
any such other company or on any such predecessor in business and to
establish and maintain, take over, contribute to or otherwise
subsidise or support any companies, institutions, associations,
clubs, schools, buildings, housing schemes, trusts or funds which
may be considered likely to benefit any such persons as aforesaid or
to further the interests of the Company or of any such other company
or of any such predecessor in business and make or provide for or
procure the making of payments for or towards insuring any such
persons as aforesaid against risks of all kinds.
(31) To establish, maintain, take over, operate, contribute to, subsidise
and support any scheme, arrangement, fund or trust under or pursuant
to which individuals who are or were at any time Directors,
officers, employees, servants or agents of the Company or of any
other company which is or was at any time its holding company or
which is or was at any time a subsidiary of the Company or of any
such holding company or which is or was at any time in any way
whatsoever allied to or associated with the Company or with any such
holding company or subsidiary or in which the Company or any such
holding company or subsidiary or allied or associated company is or
was at any time interested whether as a shareholder or otherwise
howsoever and whether directly or indirectly or of any predecessor
in business of the Company or of any such holding company or
subsidiary or of any such other company and the husbands, wives,
widowers, widows, children, families, dependants and personal
representatives of any such individuals as aforesaid may share or
participate in the
profits of the Company or of any such holding company or subsidiary
or of any such other company or may in any other manner whatsoever
acquire rights or benefits which are referable to or dependent upon
or otherwise connected with the success or prosperity of the Company
or of any such holding company or subsidiary or of any such other
company or under or pursuant to which trustees may acquire shares in
or other securities of the Company or any other company to be held
for the benefit of such persons as aforesaid or any of them and
(without prejudice to the generality of the foregoing) to such
extent and in such manner as shall be legally permissible to lend or
otherwise provide or procure or subsidise the lending or other
provision of money to or directly or indirectly for the benefit of
any such persons as aforesaid with a view to shares in or any other
securities of the Company or of any such holding company or
subsidiary or of any such other company being acquired or held by or
directly or indirectly for the benefit of any such persons as
aforesaid.
(32) (i) To purchase and maintain insurance for or for the benefit of
any persons who are or were at any time Directors, officers or
employees of the Company, or of any other company which is its
holding company or in which the Company or such holding
company or any of the predecessors of the Company or of such
holding company has any interest, whether direct or indirect,
or which is in any way allied to or associated with the
Company, or of any subsidiary undertaking of or any other
body, whether or not incorporated ("body") owned by or in
which an interest is owned by the Company or any such other
company, or who are or were at any time trustees of any
pension fund or employees' share scheme in which employees of
the company or any such company or subsidiary undertaking or
body are interested, including (without prejudice to the
generality of the foregoing) insurance against any liability
incurred by such persons in respect of any act or omission in
the actual or purported execution and/or discharge of their
duties and/or the exercise or purported exercise of their
powers and/or otherwise in relation to or in connection with
their duties, powers or offices in relation to the Company or
any such other company, subsidiary undertaking, body, pension
fund or employees' share scheme; and
(ii) to such extent as may be permitted by law otherwise to
indemnify or to exempt any such person against or from any
such liability.
For the purposes of this paragraph (32) "subsidiary undertaking" and
"employees' share scheme" shall have the same meanings as in the
Companies Act 1989 and the Companies Act 1985 respectively.
(33) To take over, accept, acquire, carry on or procure the carrying on
of, the whole or any part of, or any interest in, any business or
undertaking in which any customers or debtors (contingent or
otherwise) of the Company or of any predecessor in business or
subsidiary of the Company may be engaged or interested or the
carrying on of which may be beneficial to the Company or any
property or assets which any such customer or debtor may be
possessed of or interested in, and to enter into and perform any
obligations in connection therewith.
(34) To distribute among members of the Company in specie whether by way
of dividend, bonus or otherwise any property of the Company or any
proceeds of sale or other disposal of any property or assets of the
Company, provided that no such distribution shall be made amounting
to a reduction of capital, except with the sanction, if any, for the
time being required by law.
(35) To accept all charters, dispositions, leases, charges, securities,
conveyances, transfers, mortgages, assignations, assignments,
surrenders or other deeds or instruments affecting heritable or
moveable, real or personal property to be granted to the Company,
and to execute and subscribe all charters, dispositions, leases,
charges, securities, conveyances, transfers, mortgages,
assignations, assignments, surrenders or other deeds or instruments
to be granted by the Company.
(36) To enter into any arrangements with any Governments or authorities
international, supreme, municipal, local or otherwise and to obtain
from any such Government or authority any rights, privileges,
charters, contracts, licences, or concessions which it may seem
desirable to obtain and to carry out, exercise and comply therewith.
(37) To take, make, execute, enter into, commence, carry on, prosecute
and defend all actions, steps, contracts, agreements, negotiations,
legal and other proceedings, compromises, arrangements and schemes,
and to apply for, promote and obtain any Acts of Parliament, Orders
in Council, Provisional Orders, Statutory Instruments or other
legislation or any acts, enactments, decrees, licences, concessions,
orders or authorities of any Government or authority, international,
supreme, municipal, local or otherwise, which may seem desirable for
the purpose of extending or varying the objects or powers of the
Company, or altering its constitution, or better enabling the
Company to carry out its objects or otherwise advancing the
Company's interests or those of any of its subsidiaries or of any
person or company associated in business with the Company or with
any of its subsidiaries and to oppose any bills, instruments,
orders, proceedings or applications or other matters whatsoever
which may seem likely directly or indirectly to prejudice any such
interests.
(38) To do all or any of such things in any part of the world as
principals, agents, nominees, attorneys, contractors, trustees or
otherwise and by or through agents, nominees, subsidiaries,
attorneys, contractors, trustees or otherwise and either alone or in
conjunction with others.
(39) To carry on any other business or activity and do anything of any
nature which may seem capable of being conveniently carried on or
done in connection or in conjunction with or as ancillary to the
above or by way of extension thereof, or likely directly or
indirectly to enhance the value of or render profitable or more
profitable all or any part of the Company's undertaking, property or
assets or any property in which the Company may be interested or to
utilise its know-how or expertise or to further any of its objects
or otherwise to advance the interests of the Company or of its
members.
(40) To do all such other things as may be deemed incidental or conducive
to the attainment of the above objects or any of them.
And it is hereby declared that (i) "company" in this clause, except where
used in reference to this Company, shall include any Government or any
authority or body (whether statutory, international, supreme, local,
municipal, public or otherwise), association, partnership, syndicate or
other body of persons, whether incorporated or not incorporated, and
whether formed, incorporated, domiciled or resident in the United Kingdom
or elsewhere, (ii) "person" shall include any person acting in any
capacity whatsoever, (iii) "subsidiary" and "holding company" shall be
construed in accordance with Section 154 of the Companies Act, 1948 (or
any provision of any Act amending, extending or re-enacting the same),
(iv) "securities" shall include any fully, partly or nil paid or no par
value share, stock, unit,
debenture, debenture or loan stock perpetual, redeemable or otherwise,
deposit receipt, certificate of title, certificate of deposit, depositary
receipt, bill, bond, note, warrant, coupon, option, right to subscribe or
convert, fund or similar right, interest or obligation payable to bearer
or otherwise, (v) references in this clause (express or implied and
howsoever worded) to money, debts, payments, securities, loans, advances,
credits, drafts, cheques, instruments, devices, letters of credit,
obligations, funds or transactions of any kind shall be construed
respectively as references to money, debts, payments, securities, loans,
advances, credits, drafts, cheques, instruments, devices, letters of
credit, obligations, funds or transactions of any kind expressed or
payable in sterling or in any other currency or in any combination of
currencies, (vi) "and" and "or" shall mean "and/or" where the context so
permits, (vii) "other" and "otherwise" shall not be construed ejusdem
generis where a wider construction is possible, and (viii) the objects
specified in the different paragraphs of this clause shall not, except
where the context expressly so requires, be in any way limited or
restricted by reference to or inference from the terms of any other
paragraph or the order in which the paragraphs occur or by reference to
the name of the Company, but may be carried out in as full and ample a
manner and shall be construed in as wide a sense as if each of the said
paragraphs defined the objects of a separate, distinct and independent
company.
5. The liability of the members is limited.
6. The share capital* of the Company is L2 divided into eight Ordinary Shares
of 5s. each.
- -------------------------
* The share capital of the Company was increased by:-
(i) Special Resolution passed on 2nd April, 1968 to L6 by the creation of two
11 per cent Cumulative Preference Shares of L1 each and two 5-1/2 per cent
Cumulative Preference Shares of L1 each, and
(ii) Ordinary Resolutions passed on 17th July, 1968 to L30,000,000 by the
creation of 116,399,992 additional Ordinary Shares of 5s each, 499,998
additional 11 per cent Cumulative Preference Shares of L1 each and 399,998
additional 5-1/2 per cent Cumulative Preference Shares of L1 each.
(iii) Ordinary Resolution passed on 10th January, 1974 to L60,000,000 by the
creation of 120,000,000 additional Ordinary Shares of 25p each.
(iv) Ordinary Resolution passed on 8th February, 1985 to L90,000,000 by the
creation of 120,000,000 additional Ordinary Shares of 25p each.
(v) Special Resolution passed on 30th August, 1989 to L290,000,000 by the
creation of 200,000,000 Non-cumulative Sterling Preference Shares of L1
each.
(vi) Ordinary Resolution passed on 30th August, 1989 to L460,900,000 by the
creation of 683,600,000 additional Ordinary Shares of 25p each.
(vii) Special Resolution passed on 30th August, 1989 by US$160,000 by the
creation of 16,000,000 Non-cumulative Dollar Preference Shares of US$0.01
each.
(viii)Special Resolution passed on 16th January, 1992 by US$160,000 by the
creation of 16,000,000 Category II Non-cumulative Dollar Preference Shares
of US$0.01 each.
(ix) Special Resolution passed on 14th January, 1993 by US$200,000 by the
creation of 20,000,000 additional Category II Non-cumulative Dollar
Preference Shares of US$0.01 each.
(x) Ordinary Resolution passed on 18th January, 1996 the creation of
15,000,000 additional Category II Non-cumulative Dollar Preference Shares
of US$0.01 each.
(xi) Special Resolution passed on 16th January, 1997 the creation of 8,000,000
additional Category II Non-cumulative Dollar Preference Shares of US$0.01
each.
(xii) Ordinary Resolution passed on 16th January, 1997 the creation of
100,000,000 additional Non-cumulative Sterling Preference Shares of L1
each.
(xiii)Ordinary Resolution passed on 15th January, 1998 the creation of 8,000,000
additional Category II Non-cumulative Dollar Preference Shares of US$0.01
each.
(xiv) Ordinary Resolution passed on 14th January, 1999 the creation of
30,000,000 additional Category II Non-cumulative Dollar Preference Shares
of US$0.01 each.
(xv) Ordinary Resolution passed on 13th January, 2000 the creation of
43,000,000 additional Category II Non-cumulative Dollar Preference Shares
of US$0.01 each.
(xvi) Special Resolutions passed on 13th January, 2000 the creation of
25,000,000 Non-cumulative Euro Preference Shares of E0.01 each, the
creation of 82,500,000 additional Category II Non-cumulative
Dollar Preference Shares of US$0.01 each, the creation of 41,000,000
additional Non-cumulative Euro Preference Shares of E0.01 each, the
creation of 500,000 Non-cumulative Convertible Sterling Preference
Shares of L0.01 each, 2,000,000 Non-cumulative Convertible Dollar Shares
of US$0.01 and 2,000,000 Non-cumulative Convertible Euro Preference
Shares of E0.01 each.
(xv) Special Resolution passed on 28th February, 2000 the creation of
3,039,375,406 additional Ordinary Shares of 25p each, the creation of
900,000 Category II Non-cumulative Convertible Preference Shares of
L0.25 each.
(xvi) Special Resolution passed on 20th June, 2000 the creation of 2,700,000
Additional Value Shares of L0.01 each and 32,300,000,000 Non-Voting
Deferred Shares of L0.01 each.
(xvii) Special Resolution passed on 11th April 2001 the creation of 900,000
additional Non-cumulative Convertible Dollar Preference Shares of
US$0.01 each, 500,000 additional Non-cumulative Convertible Sterling
Preference Shares of L0.01 each, 1,000,000 additional Non-cumulative
Convertible Dollar Preference Shares of US$0.01 each and 1,000,000
additional Non-cumulative Convertible Euro Preference Shares of E0.01
each.
(xviii) Special Resolution passed on 29 April 2004 the authorised share capital
of the Company was increased by the creation of 110 million additional
non-cumulative dollar preference shares of US$0.01 each.
WE, the several persons whose names and addresses are subscribed, are
desirous of being formed into a Company, in pursuance of this Memorandum of
Association, and we respectively agree to take the number of Shares in the
capital of the Company set opposite our respective names.
Names, Addresses and Descriptions Number of Shares taken by
of Subscribers each Subscriber
- --------------------------------- -------------------------
THOMAS GORDON WATERLOW, ONE
Belhaven House, Dunbar,
Deputy Chairman,
The Royal Bank of Scotland
ALEXANDER PATERSON ROBERTSON, ONE
Bridgend, 116 Bo'ness Road, Grangemouth,
Director and Deputy General Manager,
The Royal Bank of Scotland
ALFRED GEORGE CAMPBELL, ONE
9 Barnton Avenue, Edinburgh,
Director and Assistant General Manager,
The Royal Bank of Scotland
JAMES THOMSON, ONE
32 Telford Road, Edinburgh,
Assistant General Manager,
The Royal Bank of Scotland
IAN WILSON MACDONALD, ONE
24 Hermitage Drive, Edinburgh 10,
Chairman,
National Commercial Bank of Scotland Limited
GEORGE TURCAN CHIENE, ONE
74 Ravelston Dykes, Edinburgh,
Writer to the Signet
PATRICK JAMES OLIPHANT, ONE
Strathaird, Easter Belmont Road, Edinburgh,
Deputy Keeper of the Signet
JOHN GREIG DUNBAR, ONE
23 Corrennie Gardens, Edinburgh,
Company Director
-----
TOTAL SHARES TAKEN EIGHT
-----
DATED the 18th day of March, 1968
WITNESS to the above signatures
ROBERT DAVID DARNEY BERTRAM
1 St Colme Street, Edinburgh
Apprentice Writer to the Signet
THE COMPANIES ACTS 1985 AND 1989
A PUBLIC COMPANY LIMITED BY SHARES
NEW ARTICLES OF ASSOCIATION
OF
THE ROYAL BANK OF SCOTLAND GROUP
PUBLIC LIMITED COMPANY
ADOPTED BY SPECIAL RESOLUTION PASSED ON THE 15TH DAY OF JANUARY, 1998 (AS
AMENDED BY SPECIAL RESOLUTIONS PASSED ON THE 13TH DAY OF JANUARY 2000,
THE 28TH DAY OF FEBRUARY 2000, THE 20TH DAY OF JUNE 2000,
THE 11TH DAY OF APRIL 2001 AND THE 29TH DAY OF APRIL 2004)
PRELIMINARY
1. NON-APPLICATION OF STATUTORY REGULATIONS
The regulations in Table A in the Companies (Tables A to F) Regulations
1985 (and any Table A applicable to the Company under any former enactment
relating to companies) shall not apply to the Company.
2. DEFINITIONS AND INTERPRETATION
In these presents (if not inconsistent with the subject or context) the
words standing in the first column of the table next hereinafter contained
shall bear the meanings set opposite to them respectively in the second
column thereof.
Words Meanings
"Additional Value Shares" The meaning given in Article 4D.
"Applicable Exchange Rate" Such market rate of exchange as the
Directors may consider appropriate for
the purchase of any relevant Foreign
Currency for Sterling or for any other
Foreign Currency on such date as the
Directors may consider appropriate.
"Category II Non-cumulative The meaning given in Article 4C.
Convertible Sterling Preference
Share"
- 2 -
"Category II Non-cumulative The meaning given in Article 4(E)(1).
Dollar Preference Share"
"Certificated share" A share which is not an uncertificated
share.
"communication" The same meaning as in the Electronic
Communications Act 2000.
"Convertible Preference Shares" The meaning given in Article 4B(4).
"Cumulative Preference Shares" The 5-1/2 per cent Cumulative Preference
Shares and the 11 per cent Cumulative
Preference Shares.
"Directors" The Board of Directors of the Company,
or an authorised Committee thereof.
"Dividend" Dividend and/or bonus.
"electronic communication" The same meaning as in the Electronic
Communications Act 2000.
"Euro" and "E" The single currency of those member
states of the European Union
participating in European Monetary Union
from time to time.
"Foreign Currency" Any lawful currency other than Sterling.
"In Writing" Written, or produced by any legible and
non-transitory substitute for writing,
or partly one and partly another.
"The London Stock Exchange" The London Stock Exchange Limited.
"London Stock Exchange dealing A day, other than a Saturday, Sunday or
day" public holiday in the UK when the London
Stock Exchange is open or was due to be
open for trading.
"Month" Calendar month.
- 3 -
"New Preference Shares" The Non-cumulative Sterling Preference
Shares, the Non-cumulative Dollar
Preference Shares, the Non- cumulative
Euro Preference Shares, the Category II
Non-cumulative Dollar Preference Shares,
the Convertible Preference Shares and
the Category II Non-cumulative
Convertible Sterling Preference Shares
(which classes of non-cumulative
preference shares all rank pari passu
inter se as regards participation in the
profits and assets of the Company),
together with any other share in the
capital of the Company (other than the
Cumulative Preference Shares) which is
expressed to rank as regards
participation in the profits or assets
of the Company in some or all respects
pari passu therewith.
"New Shares" New Preference Shares or any further
shares in the capital of the Company
issued subsequent to 30th August 1989.
"Non-cumulative Convertible Dollar The meaning given in Article 4B(2).
Preference Share"
"Non-cumulative Convertible Euro The meaning given in Article 4B(3).
Preference Share"
"Non-cumulative Convertible Sterling The meaning given in Article 4B(1).
Preference Share"
"Non-cumulative Dollar Preference The 16,000,000 Non-cumulative Dollar
Shares" Preference Shares of US$0.01 each in
the capital of the Company.
"Non-cumulative Euro Preference The meaning given in Article 4A.
Share"
"Non-cumulative Sterling Preference The 200,000,000 Non-cumulative Sterling
Shares" Preference Shares of L1 each in the
capital of the Company.
"Office" The registered office of the Company for
the time being.
"Operator" A person approved by the Treasury as
operator of a relevant system under the
Uncertificated Securities Regulations.
"Paid" Paid or credited as paid.
"Participating class" A class of shares title to which is
permitted by an Operator to be
transferred by means of a relevant
system.
- 4 -
"Relevant Section" Section 133 of the 1989 Act.
"Relevant system" Any computer-based system and
procedures, permitted by the
Uncertificated Securities Regulations
and the rules of the London Stock
Exchange, which enable title to units of
a security to be evidenced and
transferred without a written instrument
and which facilitate supplementary and
incidental matters and shall include,
without limitation, the relevant system
of which CRESTCO Limited is the
Operator.
"Seal" The Common Seal of the Company.
"Securities Seal" An official seal kept by the Company by
virtue of Section 40 of the 1985 Act.
"The Statutes" The 1985 Act, the 1989 Act and every
other Act for the time being in force
concerning companies and affecting the
Company.
"Subsidiary undertaking" A subsidiary undertaking as defined in
Section 258 of the 1985 Act.
"These presents" These Articles of Association in their
present form or as from time to time
altered.
"Transfer Office" The place where the Register of Members
is situate for the time being.
"Uncertificated share" A share of a class which is for the time
being a participating class title to
which is recorded in the Register of
Members as being held in uncertificated
form.
"The Uncertificated Securities The Uncertificated Securities
Regulations" Regulations 1995 as amended from time to
time and any provisions of or
under the Statutes which supplement or
replace such Regulations.
"Undertaking" An undertaking as defined in Section 259
of the 1985 Act.
"The United Kingdom" Great Britain and Northern Ireland.
"US$" and "Dollars" The lawful currency for the time being
of the United States of America.
"Year" Calendar Year.
"5 1/2 per cent Cumulative The 400,000 5 1/2 per cent Cumulative
Preference Shares" Preference Shares of L1 each in the
capital of the Company.
- 5 -
"11 per cent Cumulative Preference The 500,000 11 per cent Cumulative
Shares" Preference Shares of L1 each in the
capital of the Company.
The word "Act" related to a particular year refers to the Companies Act of that
year.
The expressions "debenture" and "debenture-holder" shall include "debenture
stock" and "debenture stockholder" respectively.
The expression "Base Rate" means the Base Rate from time to time of The Royal
Bank of Scotland public limited company.
The expression "Secretary" shall (subject to the provisions of the Statutes)
include any deputy secretary, assistant secretary and any other person appointed
by the Directors to perform any of the duties of the Secretary and where two or
more persons are appointed to act as joint secretaries shall include any one of
those persons.
The expressions "recognised clearing house" and "recognised investment exchange"
shall mean any clearing house or investment exchange (as the case may be)
granted recognition under the Financial Services Act 1986.
All such of the provisions of these presents as are applicable to paid up shares
(other than those relating to share warrants) shall apply to stock, and the
words "share" and "shareholder" shall be construed accordingly.
Words denoting the singular shall include the plural and vice versa. Words
denoting the masculine gender shall include the feminine gender. Words denoting
persons shall include partnerships, companies and corporations.
References to any statute or statutory provision shall (if not inconsistent with
the subject or context) include any statutory modification or re-enactment
thereof for the time being in force.
Any words or expressions defined in the 1985 Act or the 1989 Act or the
Uncertificated Securities Regulations shall (if not inconsistent with the
subject or context) bear the same meaning in these presents, save that the word
"company" shall include any body corporate.
Headings and sub-headings to Articles are inserted for convenience only and
shall not affect the construction of these presents.
Where for any purpose an Ordinary Resolution of the Company is expressed to be
required under the provisions of these presents, a Special or Extraordinary
Resolution shall also be effective, and where an Extraordinary Resolution is so
expressed to be required a Special Resolution shall also be effective.
In Articles 84(A), 88, 110(A), 157 and 158 to 161 (inclusive) "address", in
relation to electronic communications, includes any number or address used for
the purposes of such communications.
- 6 -
BUSINESS
3. BUSINESS ACTIVITIES
Any activity or kind of business which the Company is either expressly or
by implication authorised to undertake may be undertaken by the Directors
at such time or times as they shall think fit, and further may be suffered
by them to be in abeyance, whether such activity or kind of business may
have been actually commenced or not, so long as the Directors may deem it
expedient not to commence or proceed with the same.
CAPITAL
4. SHARE CAPITAL(1)
The share capital of the Company at the date of adoption of these presents
is L560,900,000 divided into 500,000 11 per cent Cumulative Preference
Shares of L1 each*, 400,000 5-1/2 per cent Cumulative Preference Shares of
L1 each, 300,000,000 Non-cumulative Sterling Preference Shares of L1 each
and 1,040,000,000 Ordinary Shares of 25p each, and US$830,000 divided into
16,000,000 Non-cumulative Dollar Preference Shares of US$0.01 each and
67,000,000 Category II Non-cumulative Dollar Preference Shares of US$0.01
each. The rights as regards participation in the profits and assets of
the Company attaching to those shares shall be as follows:-
(A) DIVIDEND RIGHTS OF CUMULATIVE PREFERENCE SHARES
The 11 per cent Cumulative Preference Shares and the 5-1/2 per cent
Cumulative Preference Shares shall confer the right to a fixed
cumulative preferential dividend at the rate of 11 per cent and
5-1/2 per cent per annum respectively on the amounts for the
- -----------
1 Article 4 was adopted by Special Resolution passed on 15 January 1998 and
further amended:
(i) At the Annual General Meeting held on 14th January 1999 the share capital
of the Company was increased by the creation of 30,000,000 additional
Category II Non-cumulative Dollar Preference Shares of US$0.01 each.
(ii) At the annual general meeting and an extraordinary general meeting of the
Company held on 13th January 2000 the share capital of the Company was
increased by the creation of 125,500,000 additional Category II
Non-cumulative Dollar Preference Shares of US$0.01 each; 66,000,000
Non-cumulative Euro Preference Shares of E0.01 each; 500,000
Non-cumulative Convertible Sterling Preference Shares of L0.01 each;
2,000,000 Non-cumulative Convertible Dollar Preference Shares of US$0.01
each; and 2,000,000 Non-cumulative Convertible Euro Preference Shares of
E0.01 each.
(iii) At an extraordinary general meeting of the Company held on 28th February
2000 the share capital of the Company was further increased by the
creation of 3,039,375,406 additional Ordinary Shares of 25p each and
900,000,000 Category II Non-cumulative Convertible Sterling Preference
Shares of 25p each.
(iv) At an extraordinary general meeting of the Company held on 20 June 2000,
the share capital of the company was further increased by the creation of
2.7 billion Additional Value Shares of L0.01 each and 32.3 billion
Non-Voting Deferred Shares of L0.01 each.
(v) At the annual general meeting of the Company held on 11th April 2001, the
share capital of the Company was further increased by the creation of
900,000 additional Non-cumulative Convertible Dollar Preference Shares of
US$0.01 each; 500,000 additional Non-cumulative Convertible Sterling
Preference Shares of L0.01 each; 1,000,000 additional Non-cumulative
Convertible Dollar Preference Shares of US$0.01 each; and 1,000,000
additional Non-cumulative Convertible Euro Preference Shares of E0.01
each.
(vi) At the annual general meeting of the Company held on 29 April 2004 the
authorised share capital of the Company was increased by the creation of
110 million additional Category II Non-cumulative Dollar Preference Shares
of US$0.01 each.
* NOTE: The rates of dividend specified in this Article in relation to the 11
per cent Cumulative Preference Shares and the 5-1/2 per cent Cumulative
Preference Shares are the rates which were in force to 6th April 1973; at 30th
August, 1989 the rates of dividend on such shares are 7 per cent plus tax credit
and 3.85 per cent plus tax credit respectively.
- 7 -
time being paid up or credited as paid up on such shares, to be paid if
and so far as in the opinion of the Directors the profits of the Company
justify such payments on the 31st day of May and the 31st day of December
in every year in respect of the half-years ending on the last preceding
day of March or September. Such dividends shall rank pari passu and pro
rata with each other and shall be paid in priority to any dividend on the
New Preference Shares or on any other class of share.
(B) CAPITAL RIGHTS OF CUMULATIVE PREFERENCE SHARES
On a winding up or liquidation, voluntary or otherwise the surplus assets
of the Company available for distribution amongst the members shall be
applied:-
FIRSTLY - in paying to the holders of the 11 per cent Cumulative
Preference Shares and the 5-1/2 per cent Cumulative Preference Shares
respectively the arrears (if any) of the fixed cumulative preferential
dividends thereon (whether earned or declared or not and including (i) the
amount of any dividend which is due for payment after the date of
commencement of winding up or liquidation but which is payable in respect
of a half-year period ending on or before such date and (ii) any further
amount of dividend payable in respect of the period from the beginning of
the half-year period then current to the date of commencement of winding
up or liquidation) to the date on which repayment is made, in terms of the
immediately succeeding paragraph or, if no such repayment is made, the
date of payment of such arrears; and
SECONDLY - in repaying to the holders of the 11 per cent Cumulative
Preference Shares and the 5-1/2 per cent Cumulative Preference Shares
respectively, the amounts paid up or credited as paid up on such shares
together with a premium of 50p per share in the case of the 11 per cent
Cumulative Preference Shares and of 20p per share in the case of the 5-1/2
per cent Cumulative Preference Shares.
Any payments made to the holders of the 11 per cent Cumulative Preference
Shares and the 5-1/2 per cent Cumulative Preference Shares in terms of
paragraphs FIRSTLY or SECONDLY above shall rank pari passu and pro rata
with each other and (in the case of payments in terms of paragraph
FIRSTLY) in priority to and (in the case of repayments in terms of
paragraph SECONDLY) pari passu and pro rata with any payments to be made
to the holders of the Non-cumulative Sterling Preference Shares and the
Non-cumulative Dollar Preference Shares pursuant to Articles 4(C)(2) and
4(D)(2) respectively below and to the holders of any other New Preference
Shares.
(C) NON-CUMULATIVE STERLING PREFERENCE SHARES
(1) The Non-cumulative Sterling Preference Shares shall rank after the
Cumulative Preference Shares to the extent specified in this Article
4, and shall rank pari passu inter se and (save as aforesaid) with
the Cumulative Preference Shares and with all other New Preference
Shares. They shall confer the rights and be subject to the
restrictions set out in this Article 4(C) and shall also confer such
further rights (not being inconsistent with the rights set out in
this Article 4(C)) as may be attached by the Directors to such
shares in accordance with this Article 4(C) prior to allotment.
Whenever the Directors have power under this Article to determine
any of the rights attached to any of the Non-cumulative Sterling
Preference Shares, the rights so determined need not be the same as
those attached to the Non-cumulative Sterling Preference Shares then
allotted or in issue. The Non-cumulative Sterling Preference Shares
may be issued in one or more separate series, and
- 8 -
each series shall be identified in such manner as the Directors may
determine without any such determination or identification requiring any
alteration to these presents.
(2) Each Non-cumulative Sterling Preference Share shall confer the following
rights as to participation in the profits and assets of the Company,
receipt of notices, attendance and voting at meetings and redemption:-
(a) Income
the right (subject to the provisions of paragraph (b) of this
sub-Article, if applicable) to a non-cumulative preferential
dividend either fixed or not exceeding a specified amount payable in
Sterling at such rate on such dates (each a "dividend payment date")
in respect of such periods (each a "dividend period") and on such
other terms and conditions as may be determined by the Directors
prior to allotment thereof. References in these presents to a
"dividend" on the Non-cumulative Sterling Preference Shares include
a reference to each dividend in respect of each dividend period
applicable thereto and references in this Article 4(C) to dividend
payment dates and dividend periods are to dividend payment dates and
dividend periods in respect of the Non-cumulative Sterling
Preference Shares only. Such dividends shall be paid in priority to
the payment of any dividends on the Ordinary Shares. The
Non-cumulative Sterling Preference Shares shall rank for dividend
after the Cumulative Preference Shares, pari passu with all other
New Preference Shares expressed to rank pari passu therewith as
regards participation in profits and otherwise in priority to any
other share capital in the Company.
(b) Further provisions as to income
All or any of the following provisions shall apply in relation to
any particular Non-cumulative Sterling Preference Shares if so
determined by the Directors prior to allotment thereof:-
(i) if, in the opinion of the Directors, the distributable profits
of the Company are sufficient to cover the payment in full of
dividends on the Non-cumulative Sterling Preference Shares on
any dividend payment date, and also the payment in full of all
other dividends stated to be payable on such date on any other
New Preference Share expressed to rank pari passu therewith as
regards participation in profits, after payment in full, or
the setting aside of a sum to cover the payment in full, of
all dividends stated to be payable on such date on any
Cumulative Preference Share, then each such dividend shall be
declared and paid in full;
(ii) if, in the opinion of the Directors, the distributable profits
of the Company are insufficient to cover the payment in full
of dividends on the Non-cumulative Sterling Preference Shares
on any dividend payment date, and also the payment in full of
all other dividends stated to be payable on such date on
- 9 -
any other New Preference Share expressed to rank pari passu
therewith as regards participation in profits, after payment
in full, or the setting aside of a sum to cover the payment in
full, of all dividends stated to be payable on or before such
date on any Cumulative Preference Share, then dividends shall
be declared by the Directors pro rata for the Non-cumulative
Sterling Preference Shares and such other New Preference
Shares to the extent of the available distributable profits
(if any) to the intent that the amount of dividend declared
per share on each such Non-cumulative Sterling Preference
Share and other New Preference Share will bear to each other
the same ratio as the dividends accrued per share on each such
Non-cumulative Sterling Preference Share and other New
Preference Share bear to each other. If it shall subsequently
appear that any such dividend which has been paid should not,
in accordance with the provisions of this sub-paragraph, have
been so paid, then provided the Directors shall have acted in
good faith, they shall not incur any liability for any loss
which any shareholder may suffer in consequence of such
payment having been made;
(iii) if, in the opinion of the Directors, the payment of any
dividend on any Non-cumulative Sterling Preference Shares
would breach or cause a breach of the Bank of England's
capital adequacy requirements applicable to the Company and/or
any of its subsidiaries, then none of such dividend shall be
declared or paid;
(iv) subject to sub-paragraphs (v) and (vi) below, the
Non-cumulative Sterling Preference Shares shall carry no
further right to participate in the profits of the Company and
if and to the extent that any dividend or part thereof is on
any occasion not paid for the reasons described in
sub-paragraph (ii) or (iii) above, the holders of such shares
shall have no claim in respect of such non-payment;
(v) if any dividend or part thereof on any Non-cumulative Sterling
Preference Share is not payable for the reasons specified in
sub-paragraph (ii) or (iii) above and if they so resolve, the
Directors may, subject to the Statutes, pay a special
non-cumulative preferential dividend on the Non-cumulative
Sterling Preference Shares at a rate not exceeding L0.01 per
share (but so that reference elsewhere in this Article and in
Article 4(D) to any dividend payable on any Non-cumulative
Sterling Preference Shares shall not be treated as including a
reference to any such special dividend);
(vi)(A)the provisions of this sub-paragraph (vi) shall apply where
any dividend or any part thereof otherwise payable on a
particular dividend payment date on any Non-cumulative
Sterling Preference Shares ("a Relevant Payment") is, for the
- 10 -
reasons specified in sub-paragraph (ii) or (iii) above, not
payable and the amounts (if any) standing to the credit of the
Company's profit and loss account together with the amount of
the reserves of the Company available for the purpose are in
aggregate sufficient to be applied and capable of being
applied in paying up in full at par additional Non-cumulative
Sterling Preference Shares on the basis hereinafter provided
in this sub-paragraph (vi);
(B) on the date for payment of the Relevant Payment had such
payment been payable in cash, the Directors shall, subject to
the Statutes, allot and issue credited as fully paid to each
holder of Non-cumulative Sterling Preference Shares such
additional nominal amount of Non-cumulative Sterling
Preference Shares as is equal to an amount determined by
multiplying the cash amount of the Relevant Payment which
would have been payable to him had such payment been made in
cash (exclusive of any associated tax credit) by a factor to
be determined by the Directors prior to allotment of the
Non-cumulative Sterling Preference Shares;
(C) for the purposes of paying up additional Non-cumulative
Sterling Preference Shares to be allotted pursuant to this
sub-paragraph (vi), the Directors shall capitalise, out of
such of the accounts or reserves of the Company available for
the purpose as they shall determine (including any Share
Premium Account), a sum equal to the aggregate nominal amount
of the additional Non-cumulative Sterling Preference Shares
then to be allotted and shall make all appropriations and
applications of such sum and all allotments and issues of
fully paid Non-cumulative Sterling Preference Shares for the
purpose of giving effect to this sub-paragraph (vi);
(D) the additional Non-cumulative Sterling Preference Shares so
allotted pursuant to this sub-paragraph (vi) shall confer the
same rights and be subject to the same limitations as, and
shall rank pari passu and pro rata in all respects with, the
relevant Non-cumulative Sterling Preference Shares save only
as regards participation in the Relevant Payment;
(E) if any additional Non-cumulative Sterling Preference Shares
falling to be allotted pursuant to this sub-paragraph (vi)
cannot be allotted by reason of any insufficiency in the
Company's authorised share capital or in the amount of
relevant securities which the Directors are authorised to
allot in accordance with Section 80 of the 1985 Act, the
Directors shall convene a General Meeting, to be held as soon
as practicable, for the purpose of considering a Resolution or
Resolutions effecting an appropriate increase in the
authorised share capital and granting the Directors
appropriate authority to allot relevant securities; and
- 11 -
(F) the Directors may undertake and do such acts and things as
they may consider necessary or expedient for the purpose of
giving effect to the provisions of this sub-paragraph (vi);
(vii) if any date on which dividends are payable on Non-cumulative
Sterling Preference Shares is not a day on which banks in
London are open for business, and on which foreign exchange
dealings may be conducted in London ("a Sterling Business
Day"), then payment of the dividend payable on such date will
be made on the next succeeding Sterling Business Day and
without any interest or other payment in respect of such delay
unless such day shall fall within the next calendar month
whereupon such payment will be made on the preceding Sterling
Business Day;
(viii)dividends payable on Non-cumulative Sterling Preference
Shares shall accrue from and to the dates determined by the
Directors prior to allotment thereof, and the amount of
dividend payable in respect of any period shorter than a full
dividend period will be calculated on the basis of a 365 day
year and the actual number of days elapsed in such period;
(ix) if the dividend stated to be payable on the Non-cumulative
Sterling Preference Shares on the most recent dividend payment
date has not been declared and paid in full, or if a sum has
not been set aside to provide for such payment in full, no
dividends may be declared on any other share capital of the
Company (other than the Cumulative Preference Shares), and no
sum may be set aside for the payment thereof, unless, on the
date of declaration relative to any such payment, an amount
equal to the dividend stated to be payable on the
Non-cumulative Sterling Preference Shares in respect of the
then current dividend period is set aside for the payment in
full of such dividend on the dividend payment date relating to
the then current dividend period;
(x) if any dividend stated to be payable on the Non-cumulative
Sterling Preference Shares on any dividend payment date has
not been declared and paid in full, or if a sum has not been
set aside to provide for such payment in full, the Company may
not redeem or purchase or otherwise acquire for any
consideration any other share capital of the Company and may
not set aside any sum nor establish any sinking fund for the
redemption, purchase or other such acquisition thereof, until
such time as dividends stated to be payable on the
Non-cumulative Sterling Preference Shares in respect of
successive dividend periods together aggregating no less than
twelve months shall thereafter have been declared and paid in
full; and
(xi) notwithstanding any provision of this Article 4(C), but
subject to sub-paragraphs (ii) and (iii) above and the special
rights attaching to any other New Preference Share, the
- 12 -
Directors shall pay a dividend on any Non-cumulative Sterling
Preference Shares allotted after the coming into force of the
Relevant Section and due to be redeemed on any Redemption Date
(as defined in sub-paragraph (2)(f)(ii) of this Article 4(C)),
payable on the Sterling Business Day immediately preceding
such Redemption Date. The dividend payable pursuant to this
sub-paragraph (xi) shall be the amount of any dividend on the
relevant Non-cumulative Sterling Preference Shares which would
(apart from the proposed redemption thereof) be due for
payment on the relevant Redemption Date.
(bb) Abrogation of entitlement to dividend
In relation to any particular Non-cumulative Sterling Preference
Shares allotted on or after the date of passing of resolution 17 set
out in Appendix 2 to the circular letter to shareholders dated 15th
March 2004, all of the following provisions shall apply if (but only
if) the Directors so determine prior to allotment thereof.
(i) the Directors may, in their sole and absolute discretion,
resolve prior to any dividend payment date that the dividend
on such Non-cumulative Sterling Preference Shares, or part
thereof, shall not be paid on that dividend payment date. If
the Directors resolve as aforesaid, then none or (as the case
may be) part only of the dividend shall be declared and/or
paid. The Directors shall not be bound to give their reasons
for exercising their discretion under this sub-paragraph, and
the Directors may exercise their discretion in respect of a
dividend notwithstanding the previous setting aside of a sum
to provide for payment of that dividend;
(ii) to the extent that any dividend or part of a dividend on any
Non-cumulative Sterling Preference Shares is, on any occasion,
not paid by reason of the exercise of the Directors'
discretion pursuant to sub-paragraph (i) above, the holders of
such shares shall have no claim in respect of such
non-payment;
(iii) if any dividend or part of a dividend on any Non-cumulative
Sterling Preference Shares has, on any occasion, not been paid
by reason of the exercise of the Directors' discretion under
sub-paragraph (i) above:
(1) the provisions of sub-paragraphs (2)(b)(ix) and (x) of
this Article 4(C) shall not apply in respect of such
non-payment;
(2) such non-payment shall not prevent or restrict (a) the
declaration and payment of dividends on any other
Non-cumulative Sterling Preference Shares, or on any
preference shares capital of the Company expressed to
rank pari passu with the Non-
- 13 -
cumulative Sterling Preference Shares, (b) the setting
aside of sums for the payment of such dividends, (c)
(subject to (4) below) the redemption, purchase or other
acquisition of shares in the Company by the Company, or
(d) (subject to (4) below) the setting aside of sums, or
the establishment of sinking funds, for any such
redemption, purchase or other acquisition by the
Company;
(3) no dividend may be declared or paid on any share capital
ranking after the Non-cumulative Sterling Preference
Shares as regards participation in profits (including
the Ordinary Shares) until such time as the dividend
stated to be payable on the Non-cumulative Sterling
Preference Shares to which the non-payment relates in
respect of a dividend period has thereafter been
declared and paid in full; and
(4) the Company may not redeem or purchase or otherwise
acquire for any consideration any share capital ranking
after the Non-cumulative Sterling Preference Shares, and
may not set aside any sum nor establish any sinking fund
for the redemption, purchase or other such acquisition
thereof, until such time as dividends stated to be
payable on the Non-cumulative Sterling Preference Shares
to which the non-payment relates in respect of
successive dividend periods together aggregating no less
than twelve months shall thereafter have been declared
and paid in full;
(iv) if there is any conflict between the provisions of this
paragraph (bb), as they apply to any Non-cumulative Sterling
Preference Shares, and any other provisions of this Article
4(C) applying to such Non-cumulative Sterling Preference
Shares (including sub-paragraph (2)(b)(xi)), the provisions of
this paragraph (bb) shall prevail. In paragraph (2)(a) of this
Article 4(C), the words ", and subject to the provisions of
paragraph (bb) below, if applicable" shall be deemed to be
inserted after "if applicable" in the first sentence, and in
paragraph(2)(b) of this Article 4(C), the words "(subject to
the provisions of paragraph (bb) below, if applicable)" shall
be deemed to be inserted after "such dividend shall" in
sub-paragraph (i) and after "dividends shall" in sub-paragraph
(ii);
(v) in determining the sum payable on any Non-cumulative Sterling
Preference Shares pursuant to Article 4(C)(2)(c)(i) on a
winding up or liquidation, the Directors' discretion under
sub-paragraph (i) above shall be disregarded save in so far as
such discretion was actually exercised prior to the making of
the determination;
- 14 -
(vi) in calculating the aggregate amount of dividends payable in
respect of any Non-cumulative Sterling Preference Shares for
the purpose of Article 4(C)(3), such calculation shall be made
on the assumption that there shall be no exercise by the
Directors of their discretion under sub-paragraph (i) above in
respect of such Non-cumulative Sterling Preference Shares (or
any equivalent discretion in respect of any other New
Preference Shares); and
(vii) for the avoidance of doubt, no series of Non-cumulative
Sterling Preference Shares shall be treated as ranking after
any other New Preference Shares with which it is expressed to
rank pari passu as regards participating in profits, by reason
only of the provisions set out in this paragraph (bb) being
included in the terms of issue applicable to that series, or
any dividend on that series not being paid by virtue of this
paragraph (bb).
(c) Capital
The right on a winding up or liquidation, voluntary or otherwise,
other than (unless otherwise provided by the terms of issue of such
share) a redemption or purchase by the Company of any shares of any
class, to receive in Sterling out of the surplus assets of the
Company available for distribution amongst the members:-
(i) after payment of the arrears (if any) of the fixed cumulative
preferential dividends stated to be payable in the Cumulative
Preference Shares to the holders thereof in accordance with
Article 4(B) FIRSTLY, and pari passu with the holders of any
other New Preference Shares expressed to rank pari passu
therewith as regards participation in profits and in priority
to the holders of the Ordinary Shares of the Company a sum
equal to:-
(A) the amount of any dividend which is due for payment
after the date of commencement of winding up or
liquidation but which is payable in respect of a period
ending on or before such date; and
(B) any further amount of dividend payable in respect of the
period from the preceding dividend payment date to the
date of payment in accordance with sub-paragraph (i);
but only to the extent that any such amount or further amount
was, or would have been, payable as a dividend in accordance
with or pursuant to this Article 4(C) (other than pursuant to
this provision); and
(ii) subject thereto, pari passu with the holders of the Cumulative
Preference Shares and any other New Preference
- 15 -
Shares expressed to rank pari passu therewith as regards
participation in surplus assets and in priority to the holders
of the Ordinary Shares of the Company, a sum equal to the
amount paid up or credited as paid up on the Non-cumulative
Sterling Preference Shares (including any premium paid to the
Company in respect thereof on issue).
If upon any such winding-up or liquidation, the amounts available
for payment are insufficient to cover the amounts payable in full on
the Cumulative Preference Shares, the Non-cumulative Sterling
Preference Shares and on any other New Preference Shares expressed
to rank pari passu therewith as regards participation in surplus
assets, then the holders of the Cumulative Preference Shares, the
Non-cumulative Sterling Preference Shares and such other New
Preference Shares will share rateably in the distribution of surplus
assets (if any) in proportion to the full respective preferential
amounts to which they are entitled. No Non-cumulative Sterling
Preference Share shall confer any right to participate in the
surplus assets of the Company other than that set out in this
sub-paragraph (2)(c) of this Article 4(C).
(d) Receipt of Notice
The right to have sent to the holder of each Non-cumulative Sterling
Preference Share (at the same time as the same are sent to the
holders of Ordinary Shares) a copy of the Company's Annual Report
and Accounts and Interim Financial Statement, together with notice
of any General Meeting of the Company at which such holder is
entitled to attend and vote.
(e) Attendance and Voting at Meetings
The right to attend at a General Meeting of the Company and to speak
to or vote upon any Resolution proposed thereat in the following
circumstances:-
(i) in respect of a Resolution which is to be proposed at the
Meeting either varying or abrogating any of the rights
attached to the Non-cumulative Sterling Preference Shares or
proposing the winding up of the Company (and then in each such
case only to speak to and vote upon any such Resolution);
(ii) in circumstances where the dividend stated to be payable on
the Non-cumulative Sterling Preference Shares in respect of
such number of dividend periods as the Directors shall
determine prior to allotment thereof has not been declared and
paid in full, and until such date as the Directors shall
likewise determine; and
(iii) in such other circumstances as the Directors may determine
prior to allotment of the Non-cumulative Sterling Preference
Shares,
- 16 -
but not otherwise, together with the right, in such circumstances
and on such terms, if any, as the Directors may determine prior to
allotment of the Non-cumulative Sterling Preference Shares, to seek
to requisition a General Meeting of the Company. Whenever holders of
Non-cumulative Sterling Preference Shares are entitled to vote on a
Resolution, on a show of hands every such holder who is present in
person shall have one vote and, on a poll, every such holder who is
present in person or by proxy shall have such number of votes as may
be determined by the Directors prior to allotment of such
Non-cumulative Sterling Preference Shares.
(f) Redemption
(i) Unless the Directors shall, prior to the allotment of any
series of Non-cumulative Sterling Preference Shares, determine
that such series shall be non-redeemable, each series of
Non-cumulative Sterling Preference Shares shall, subject to
the provisions of the Statutes, be redeemable at the option of
the Company in accordance with the following provisions.
(ii) In the case of any particular Non-cumulative Sterling
Preference Shares which are to be so redeemable:-
(A) the Company may, subject thereto, redeem on any
Redemption Date (as hereinafter defined) all or some
only of the Non-cumulative Sterling Preference Shares by
giving to the holders of the Non-cumulative Sterling
Preference Shares to be redeemed not less than 14 days'
prior notice in writing (a "Notice of Redemption") of
the relevant Redemption Date. "Redemption Date" means,
in relation to any Non-cumulative Sterling Preference
Share, any date which either (i) falls no earlier than
such date (if any) as may be fixed by the Directors,
prior to allotment of that share, as being the earliest
date on which the Company may redeem such share, and the
date so fixed shall be no earlier than five years and
one day, and no later than thirty years and one day,
after the relevant date of allotment, or (ii) if no date
is fixed by the Directors as aforesaid under (i) above
in relation to that share, falls no earlier than five
years and one day after the date of allotment of the
Non-cumulative Sterling Preference Share to be redeemed;
provided that in relation to any Non-cumulative Sterling
Preference Share allotted after the coming into force of
the Relevant Section, (i) subject to (ii) below, the
Directors may, prior to the allotment of that share, fix
the date on or by which, or dates between which, such
share is to be or may be
- 17 -
redeemed and such date or dates fixed by the Directors
may be in place of or in addition to any date derived
from or fixed under the provisions of sub-paragraph (A)
above, (ii) the Redemption Date shall be a dividend
payment date (as defined in Article 4(C)(2)(a)), and
(iii) the Company shall only redeem such share if the
Directors have applied the provisions of Article
4(C)(2)(b)(xi) thereto and such provisions have been
satisfied n full in relation to such share;
(B) there shall be paid on each Non-cumulative Sterling
Preference Share so redeemed, in Sterling, the aggregate
of the nominal amount thereof together with any premium
paid on issue and together with (in the case of any
Non-cumulative Sterling Preference Shares allotted prior
to the coming into force of the Relevant Section)
arrears (if any) of dividends thereon (whether earned or
declared or not) in respect of the period from the
dividend payment date last preceding the Redemption Date
to the Redemption Date;
(C) in the case of a redemption of some only of the
Non-cumulative Sterling Preference Shares in any series,
the Company shall for the purpose of determining the
particular Non-cumulative Sterling Preference Shares to
be redeemed cause a drawing to be made at the Office or
such other place as the Directors may approve in the
presence of the Auditors for the time being of the
Company;
(D) any Notice of Redemption given under sub-paragraph
(ii)(A) above shall specify the applicable Redemption
Date, the particular Non-cumulative Sterling Preference
Shares to be redeemed and the redemption price
(specifying (in the case of any Non-cumulative Sterling
Preference Shares allotted prior to the coming into
force of the Relevant Section) the amount of the accrued
and unpaid dividend per share to be included therein and
stating that dividends on the Non-cumulative Sterling
Preference Shares to be redeemed will cease to accrue on
redemption), and shall state the place or places at
which documents of title in respect of such
Non-cumulative Sterling Preference Shares are to be
presented and surrendered for redemption and payment of
the redemption monies is to be effected. Upon such
Redemption Date, the Company shall redeem the particular
Non-cumulative Sterling Preference Shares to be redeemed
on that date subject to the provisions of this paragraph
and of the Statutes. No defect in the Notice of
Redemption or
- 18 -
in the giving thereof shall affect the validity of the
redemption proceedings;
(E) subject to sub-paragraph (I) below, the provisions of
this and the following sub-paragraph shall have effect
in relation to Non-cumulative Sterling Preference Shares
for the time being issued and registered in the Register
of Members ("Registered Shares") and represented by
certificates ("Certificates"). Payments in respect of
the amount due on redemption of a Registered Share shall
be made by Sterling cheque drawn on a bank in London or
upon the request of the holder or joint holders not
later than the date specified for the purpose in the
Notice of Redemption by transfer to a Sterling account
maintained by the payee with a bank in London. Such
payment will be against presentation and surrender of
the relative Certificate at the place or one of the
places specified in the Notice of Redemption and if any
Certificate so surrendered includes any Non-cumulative
Sterling Preference Shares not to be redeemed on the
relevant Redemption Date the Company shall within 14
days thereafter issue to the holder, free of charge, a
fresh Certificate in respect of such Non-cumulative
Sterling Preference Shares. All payments in respect of
redemption monies will in all respects be subject to any
applicable fiscal or other laws;
(F) as from the relevant Redemption Date the dividend on the
Non-cumulative Sterling Preference Shares due for
redemption shall cease to accrue except on any such
Non-cumulative Sterling Preference Share in respect of
which, upon the due surrender of the Certificate in
accordance with sub-paragraph (E) above, payment of the
redemption monies due on such Redemption Date shall be
improperly withheld or refused, in which case such
dividend, at the rate then applicable, shall be deemed
to have continued and shall accordingly continue to
accrue from the relevant Redemption Date to the date of
payment of such redemption monies Such Non-cumulative
Sterling Preference Share shall not be treated as having
been redeemed until the redemption monies in question
together with the accrued dividend thereon shall have
been paid;
(G) if the due date for the payment of the redemption monies
on any Non-cumulative Sterling Preference Share is not a
Sterling Business Day then payment of such monies will
be made on the next succeeding day which is a Sterling
Business Day and without any interest or other payment
in respect of such
- 19 -
delay unless such day shall fall within the next
calendar month whereupon such payment will be made on
the preceding Sterling Business Day;
(H) the receipt of the holder for the time being of any
Registered Share (or in the case of joint holders the
receipt of any one of them) in respect of the monies
payable on redemption on such Registered Share shall
constitute an absolute discharge to the Company; and
(I) subject as aftermentioned, the provisions of
sub-paragraphs (E) and (F) above shall have effect in
relation to Registered Shares which are in
uncertificated form within the meaning of the
Uncertificated Securities Regulations 1995 (as in force
on the date of adoption of this Article) in the same
manner as they have effect in relation to Registered
Shares represented by Certificates, save that (i) any
provision of the said paragraphs requiring presentation
and surrender of a Certificate shall be satisfied in the
manner prescribed or permitted by the said Regulations
(or by any enactment or subordinate legislation which
amends or supersedes those Regulations) or (subject to
those Regulations or such enactment or subordinate
legislation) in such manner as may from time to time be
prescribed by the Directors), and (ii) the Company shall
not be under any obligation to issue a fresh Certificate
under sub-paragraph (E);
(iii) upon the redemption of any Non-cumulative Sterling Preference
Share the nominal amount of such shares comprised in the
capital of the Company shall thereafter be divided into, and
reclassified as, Ordinary Shares without any further
resolution or consent being required.
(g) Purchase
(i) Subject to the provisions of the Statutes and any other
applicable laws, the Company may at any time and from time to
time purchase any Non-cumulative Sterling Preference Shares
upon such terms as the Directors shall determine provided
that, in the case of Non-cumulative Sterling Preference Shares
which are listed on the London Stock Exchange, the purchase
price, exclusive of expenses and accrued dividends, shall not
exceed (a) in the case of a purchase in the open market, or by
tender (which shall be available alike to all holders of the
Non-cumulative Sterling Preference Shares), the average of the
closing middle market quotations of such Non-cumulative
Sterling Preference Shares on the London Stock Exchange (as
derived from The London Stock Exchange Daily Official List)
for the last 10
- 20 -
dealing days preceding the date of purchase or (if higher), in
the case of a purchase in the open market only, the market
price on the date of purchase provided that such market price
is not more than 105 per cent of such average and (b) in the
case of a purchase by private treaty, 120 per cent of the
closing middle market quotation of such Non-cumulative
Sterling Preference Shares on the London Stock Exchange (as
derived from The London Stock Exchange Daily Official List)
for the last dealing day preceding the date of purchase; but
so that this proviso shall not apply to any purchase of
Non-cumulative Sterling Preference Shares made in the ordinary
course of a business of dealing in securities.
(ii) Upon the purchase of any Non-cumulative Sterling Preference
Shares the nominal amount of such shares comprised in the
capital of the Company shall thereafter be divided into, and
reclassified as, Ordinary Shares without any further
resolution or consent being required.
(3) Save with the written consent of the holders of three-quarters in
nominal value of, or with the sanction of an Extraordinary
Resolution passed at a separate General Meeting of the holders of
the Non-cumulative Sterling Preference Shares, the Directors shall
not, pursuant to Article 148 or 149, capitalise any part of the
amounts available for distribution and referred to therein if after
such capitalisation the aggregate of such amounts would be less than
such multiple, if any, as may be determined by the Directors prior
to the first allotment of Non-cumulative Sterling Preference Shares,
of the aggregate amount of the dividends (exclusive of any
associated tax credit) payable in the twelve month period following
such capitalisation on the Non-cumulative Sterling Preference Shares
then in issue and any other New Preference Shares then in issue
expressed to rank pari passu therewith as regards participation in
profits.
(4)(a) Save with the written consent of the holders of three-quarters in
nominal value of, or with the sanction of an Extraordinary
Resolution passed at a separate General Meeting of the holders of,
the Non-cumulative Sterling Preference Shares, the Directors shall
not authorise or create, or increase the amount of, any shares of
any class or any security convertible into shares of any class
ranking as regards rights to participate in the profits or assets of
the Company (other than on a redemption or purchase by the Company
of any such shares) in priority to the Non-cumulative Sterling
Preference Shares;
(b) The special rights attached to any series of Non-cumulative Sterling
Preference Shares allotted or in issue shall not (unless otherwise
provided by their terms of issue) be deemed to be varied by the
creation or issue of any New Shares ranking as regards participation
in the profits or assets of the Company in some or all respects pari
passu with or after such Non-cumulative Sterling Preference Shares.
Any New Shares ranking pari passu with such Non-cumulative Sterling
Preference Shares in some or all respects may without their creation
or issue being deemed to vary the special rights attached to any
Non-cumulative Sterling Preference Share then in issue either
carrying rights identical in all respects with such Non-cumulative
Sterling
- 21 -
Preference Shares or any of them or rights differing therefrom in
any respect, including, but without prejudice to the generality of
the foregoing, in that:-
(i) the rate of or means of calculating the dividend may differ
and the dividend may be cumulative or non-cumulative;
(ii) the New Shares or any series thereof may rank for dividend as
from such date as may be provided by the terms of issue
thereof and the dates for payment of dividend may differ;
(iii) the New Shares may be denominated in Sterling or in any
Foreign Currency;
(iv) a premium may be payable on return of capital or there may be
no such premium;
(v) the New Shares may be redeemable at the option of the holder
or of the Company, or may be non-redeemable and if redeemable
at the option of the Company, they may be redeemable at
different dates and on different terms from those applying to
the Non-cumulative Sterling Preference Shares; and
(vi) the New Shares may be convertible into Ordinary Shares or any
other class of shares ranking as regards participation in the
profits and assets of the Company pari passu with or after
such Non-cumulative Sterling Preference Shares in each case on
such terms and conditions as may be prescribed by the terms of
issue thereof.
(D) NON-CUMULATIVE DOLLAR PREFERENCE SHARES
(1) The Non-cumulative Dollar Preference Shares shall rank after the
Cumulative Preference Shares to the extent specified in this Article
4, and shall rank pari passu inter se and (save as aforesaid) with
the Cumulative Preference Shares and with all other New Preference
Shares. They shall confer the rights and be subject to the
restrictions set out in this Article 4(D) and shall also confer such
further rights (not being inconsistent with the rights set out in
this Article 4(D)) as may be attached by the Directors to such
shares in accordance with this Article 4(D) prior to allotment.
Whenever the Directors have power under this Article to determine
any of the rights attached to any of the Non-cumulative Dollar
Preference Shares, the rights so determined need not be the same as
those attached to the Non-cumulative Dollar Preference Shares then
allotted or in issue. The Non-cumulative Dollar Preference Shares
may be issued in one or more separate series, and each series shall
be identified in such manner as the Directors may determine without
any such determination or identification requiring any alteration to
these presents.
(2) Each Non-cumulative Dollar Preference Share shall confer the
following rights as to participation in the profits and assets of
the Company, receipt of notices, attendance and voting at meetings
and redemption:-
- 22 -
(a) Income
the right (subject to the provisions of paragraph (b) of this
sub-Article, if applicable) to a non-cumulative preferential
dividend not exceeding a specified amount payable in Dollars at such
rate (which may be fixed or variable and may be subject to
recalculation at fixed intervals) on such dates (each a "dividend
payment date") in respect of such periods (each a "dividend period")
and on such other terms and conditions as may be determined by the
Directors prior to allotment thereof. References in these presents
to a "dividend" on the Non-cumulative Dollar Preference Shares
include a reference to each dividend in respect of each dividend
period applicable thereto and references in this Article 4(D) to
dividend payment dates and dividend periods are to dividend payment
dates and dividend periods in respect of the Non-cumulative Dollar
Preference Shares only. Such dividends shall be paid in priority to
the payment of any dividends on the Ordinary Shares. The
Non-cumulative Dollar Preference Shares shall rank for dividend
after the Cumulative Preference Shares, pari passu with all other
New Preference Shares expressed to rank pari passu therewith as
regards participation in profits and otherwise in priority to any
other share capital in the Company.
(b) Further provisions as to income
All or any of the following provisions shall apply in relation to
any particular Non-cumulative Dollar Preference Shares if so
determined by the Directors prior to allotment thereof:-
(i) if, in the opinion of the Directors, the distributable profits
of the Company are sufficient to cover the payment in full of
dividends on the Non-cumulative Dollar Preference Shares on
any dividend payment date and also the payment in full of all
other dividends stated to be payable on such date on any other
New Preference Share expressed to rank pari passu therewith as
regards participation in profits, after payment in full, or
the setting aside of a sum to cover the payment in full, of
all dividends stated to be payable on such date on any
Cumulative Preference Share, then each such dividend shall be
declared and paid in full;
(ii) if, in the opinion of the Directors, the distributable profits
of the Company are insufficient to cover the payment in full
of dividends on the Non-cumulative Dollar Preference Shares on
any dividend payment date and also the payment in full of all
other dividends stated to be payable on such date on any other
New Preference Share expressed to rank pari passu therewith as
regards participation in profits, after payment in full, or
the setting aside of a sum to cover the payment in full, of
all dividends stated to be payable on or before such date on
any Cumulative Preference Share, then dividends shall be
declared by the Directors pro rata for the Non-cumulative
Dollar Preference Shares and such other New
- 23 -
Preference Shares to the extent of the available distributable
profits (if any) to the intent that the amount of dividend
declared per share on each such Non-cumulative Dollar
Preference Share and other New Preference Share will bear to
each other the same ratio as the dividends accrued per share
on each such Non-cumulative Dollar Preference Share and other
New Preference Share bear to each other. If it shall
subsequently appear that any such dividend which has been paid
should not, in accordance with the provisions of this
sub-paragraph, have been so paid, then provided the Directors
shall have acted in good faith, they shall not incur any
liability for any loss which any shareholder may suffer in
consequence of such payment having been made;
(iii) if in the opinion of the Directors, the payment of any
dividend on any Non-cumulative Dollar Preference Shares would
breach or cause a breach of the Bank of England's capital
adequacy requirements applicable to the Company and/or any of
its subsidiaries, then none of such dividend shall be declared
or paid;
(iv) subject to sub-paragraph (v) below, the Non-cumulative Dollar
Preference Shares shall carry no further right to participate
in the profits of the Company and if and to the extent that
any dividend or part thereof is on any occasion not paid for
the reasons described in sub-paragraph (ii) or (iii) above,
the holders of such shares shall have no claim in respect of
such non-payment;
(v) if any dividend or part thereof on any Non-cumulative Dollar
Preference Share is not payable for the reasons specified in
sub-paragraphs (ii) or (iii) above and if they so resolve, the
Directors may, subject to the Statutes, pay a special
non-cumulative preferential dividend on the Non-cumulative
Dollar Preference Shares at a rate not exceeding one (1) US
cent per share (but so that reference elsewhere in this
Article and in Article 4(C) to any dividend payable on any
Non-cumulative Dollar Preference Shares shall not be treated
as including a reference to any such special dividend);
(vi) if any date on which dividends are payable on Non-cumulative
Dollar Preference Shares is not a day on which banks in London
and the City of New York are open for business, and on which
foreign exchange dealings may be conducted in such cities ("a
Dollar Business Day"), then payment of the dividend payable on
such date will be made on the succeeding Dollar Business Day
and without any interest or other payment in respect of such
delay unless such day shall fall within the next calendar
month whereupon such payment will be made on the preceding
Dollar Business Day;
- 24 -
(vii) dividends payable on Non-cumulative Dollar Preference Shares
shall accrue from and to the dates determined by the Directors
prior to allotment thereof, and the amount of dividend payable
in respect of any period shorter than a full dividend period
will be calculated on the basis of twelve 30 day months, a 360
day year and the actual number of days elapsed in such period;
(viii)if any dividend stated to be payable on the Non-cumulative
Dollar Preference Shares on the most recent dividend payment
date has not been declared and paid in full, or if a sum has
not been set aside to provide for such payment in full, no
dividends may be declared on any other share capital of the
Company (other than the Cumulative Preference Shares), and no
sum may be set aside for the payment thereof, unless, on the
date of declaration relative to any such payment, an amount
equal to the dividend stated to be payable on the
Non-cumulative Dollar Preference Shares in respect of the then
current dividend period is set aside for the payment in full
of such dividend on the dividend payment date relating to the
then current dividend period; and
(ix) if any dividend stated to be payable on the Non-cumulative
Dollar Preference Shares on any dividend payment date has not
been declared and paid in full, or if a sum has not been set
aside to provide for such payment in full, the Company may not
redeem or purchase or otherwise acquire for any consideration
any other share capital of the Company, and may not set aside
any sum nor establish any sinking fund for the redemption or
purchase or other such acquisition thereof, until such time as
dividends stated to be payable on the Non-cumulative Dollar
Preference Shares in respect of successive dividend periods
together aggregating no less than twelve months shall
thereafter have been declared and paid in full.
(c) Capital
The right on a winding up or liquidation, voluntary or otherwise
other than (unless otherwise provided by the terms of issue of such
share) a redemption or purchase by the Company of any shares of any
class to receive in Dollars out of the surplus assets of the Company
available for distribution amongst the members:-
(i) after payment of the arrears (if any) of the fixed cumulative
preferential dividends stated to be payable on the Cumulative
Preference Shares to the holders thereof in accordance with
Article 4(B) FIRSTLY and pari passu with the holders of any
other New Preference Shares expressed to rank pari passu
therewith as regards participation in profits and in priority
to the holders of the Ordinary Shares of the Company a sum
equal to:-
- 25 -
(A) the amount of any dividend which is due for payment
after the date of commencement of the winding up or
liquidation but which is payable in respect of a period
ending on or before such date; and
(B) any further amount of dividend payable in respect of the
period from the preceding dividend payment date to the
date of payment in accordance with this sub-paragraph
(i);
but only to the extent that any such amount or further amount
was, or would have been payable as a dividend in accordance
with or pursuant to this Article 4(D) (other than pursuant to
this provision); and
(ii) subject thereto, pari passu with the holders of the Cumulative
Preference Shares and any other New Preference Shares
expressed to rank pari passu therewith as regards
participation in surplus assets in priority to the holders of
the Ordinary Shares of the Company, a sum equal to the amount
paid up or credited as paid up on the Non-cumulative Dollar
Preference Shares (including any premium paid to the Company
in respect thereof on issue).
If upon any such winding-up or liquidation, the amounts available
for payment are insufficient to cover the amounts payable in full on
the Cumulative Preference Shares, the Non-cumulative Dollar
Preference Shares and on any other New Preference Shares expressed
to rank pari passu therewith as regards participation in surplus
assets, then the holders of the Cumulative Preference Shares, the
Non-cumulative Dollar Preference Shares and such other New
Preference Shares will share rateably in the distribution of surplus
assets (if any) in proportion to the full respective preferential
amounts to which they are entitled. No Non-cumulative Dollar
Preference Share shall confer any right to participate in the
surplus assets of the Company other than that set out in this
sub-paragraph (2)(c) of this Article 4(D).
(d) Receipt of Notices
The right to have sent to the holder of each Non-cumulative Dollar
Preference Share (at the same time as the same are sent to the
holders of Ordinary Shares) a copy of the Company's Annual Report
and Accounts and Interim Financial Statement together with notice of
any General Meeting of the Company at which such holder is entitled
to attend and vote.
(e) Attendance and Voting at Meetings
The right to attend at a General Meeting of the Company and to speak
to or vote upon any Resolution proposed thereat in the following
circumstances:-
- 26 -
(i) in respect of a Resolution which is to be proposed at the
Meeting either varying or abrogating any of the rights
attached to the Non-cumulative Dollar Preference Shares or
proposing the winding up of the Company (and then in each such
case only to speak to and vote upon any such Resolution);
(ii) in circumstances where the dividend stated to be payable on
the Non-cumulative Dollar Preference Shares in respect of such
number of dividend periods as the Directors shall determine
prior to allotment thereof has not been declared and paid in
full, and until such date as the Directors shall likewise
determine; and
(iii) in such other circumstances as the Directors may determine
prior to allotment of the Non-cumulative Dollar Preference
Shares,
but not otherwise, together with the right, in such circumstances,
if any, as the Directors may determine prior to allotment of the
Non-cumulative Dollar Preference Shares, to seek to requisition a
General Meeting of the Company for which purpose the Non-cumulative
Dollar Preference Shares will be deemed to carry the number of votes
determined pursuant to the following sentence. Whenever holders of
Non-cumulative Dollar Preference Shares are so entitled to vote on a
Resolution, on a show of hands every such holder who is present in
person shall have one vote and, on a poll, every such holder who is
present in person or by proxy shall have such number of votes for
each Non-cumulative Dollar Preference Share held as may be
determined by the Directors prior to allotment of such
Non-cumulative Dollar Preference Shares.
(f) Redemption
(i) Unless the Directors shall, prior to the allotment of any
series of Non-cumulative Dollar Preference Shares, determine
that such series shall be non-redeemable, each series of
Non-cumulative Dollar Preference Shares shall, subject to the
provisions of the Statutes, be redeemable at the option of the
Company in accordance with the following provisions.
(ii) In the case of any series of Non-cumulative Dollar Preference
Shares which are to be so redeemable:-
(A) the Company may, subject thereto, redeem on any
Redemption Date (as hereinafter defined) all or some
only of the Non-cumulative Dollar Preference Shares by
giving to the holders of the Non-cumulative Dollar
Preference Shares to be redeemed not less than 30 days'
nor more than 60 days' prior notice in writing (a
"Notice of Redemption") of the
- 27 -
relevant Redemption Date. "Redemption Date" means, in
relation to a Non-cumulative Dollar Preference Share,
any date which falls no earlier than five years and one
day after the date of allotment of the Non-cumulative
Dollar Preference Share to be redeemed;
(B) there shall be paid on each Non-cumulative Dollar
Preference Share so redeemed, in Dollars, the aggregate
of the nominal amount thereof together with any premium
paid on issue together with, where applicable, the
Relevant Redemption Premium (defined below) and together
with arrears (if any) of dividends thereon (whether
earned or declared or not) in respect of the period from
the dividend payment date last preceding the Redemption
Date to the Redemption Date. "Relevant Redemption
Premium" means an amount calculated in accordance with
the following formula as applied in relation to a
Redemption Date notified under sub-paragraph (A) above
which falls within the period of twelve months
commencing on the date following the fifth, sixth,
seventh, eighth or ninth anniversary of the relevant
date of allotment ("the Relevant Date"), as the case may
be. The formula for calculation of the Relevant
Redemption Premium shall be
A x B
where:-
"A" is the amount of dividend excluding any associated
tax credit (not expressed as a percentage) calculated at
the date of allotment to which the holder of the
Non-cumulative Dollar Preference Share to be redeemed
would become entitled in respect of the twelve months
following allotment by virtue of the terms of issue
thereof on the assumption that such amount of dividend
had accrued on the Non-cumulative Dollar Preference
Share during such period and was payable at the end of
such period and on the further assumption that there
shall be no change in the associated tax credit
affecting the amount of dividend payable in respect of
such period; and
"B" in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the fifth anniversary of the Relevant Date, is 66.66 per
cent,
or
- 28 -
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the sixth anniversary of the Relevant Date, is 53.33 per
cent,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the seventh anniversary of the Relevant Date, is 40.00
per cent,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the eighth anniversary of the Relevant Date, is 26.66
per cent,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the ninth anniversary of the Relevant Date is 13.33 per
cent. No Relevant Redemption Premium shall be payable
when the Redemption Date falls after the tenth
anniversary of the Relevant Date. The product of the
above formula in respect of a Non-cumulative Dollar
Preference Share may, in the Directors' discretion, be
rounded down to the nearest whole cent;
(C) in the case of a redemption of some only of the
Non-cumulative Dollar Preference Shares in any series,
the Company shall for the purpose of determining the
particular Non-cumulative Dollar Preference Shares to be
redeemed cause a drawing to be made at the Office or
such other place as the Directors may approve in the
presence of the Auditors for the time being of the
Company;
(D) any Notice of Redemption given under sub-paragraph (ii)
(A) above shall specify the applicable Redemption Date,
the particular Non-cumulative Dollar Preference Shares
to be redeemed and the redemption price (specifying the
amount of the accrued and unpaid dividend per share to
be included therein and stating that dividends on the
Non-cumulative Dollar Preference Shares to be redeemed
will cease to accrue on redemption), and shall state the
place or places at which documents of title in respect
of such Non-cumulative Dollar
- 29 -
Preference Shares are to be presented and surrendered
for redemption and payment of the redemption monies is
to be effected. Upon such Redemption Date, the Company
shall redeem the particular Non-cumulative Dollar
Preference Shares to be redeemed on that date subject to
the provisions of this paragraph and of the Statutes. No
defect in the Notice of Redemption or in the giving
thereof shall affect the validity of the redemption
proceedings;
(E) the provisions of this and the following sub-paragraphs
shall have effect in relation to Non-cumulative Dollar
Preference Shares for the time being issued and
registered in the Register of Members ("Registered
Shares") and represented by certificates
("Certificates") and in relation to Non-cumulative
Dollar Preference Shares which, in accordance with
Article 52 of these presents, are for the time being
issued and represented by a Warrant (as defined in the
said Article 52) ("Bearer Shares"). Payments in respect
of the amount due on redemption of a Registered Share
shall be made by Dollar cheque drawn on a bank in London
or in the City of New York or upon the request of the
holder or joint holders not later than the date
specified for the purpose in the Notice of Redemption by
transfer to a Dollar account maintained by the payee
with a bank in London or in the City of New York. Such
payment will be against presentation and surrender of
the relative Certificate at the place or one of the
places specified in the Notice of Redemption and if any
Certificate so surrendered includes any Non-cumulative
Dollar Preference Shares not to be redeemed on the
relevant Redemption Date the Company shall within
fourteen days thereafter issue to the holder, free of
charge, a fresh Certificate in respect of such
Non-cumulative Dollar Preference Shares. Payment in
respect of the amount due on redemption of a Bearer
Share shall be made by Dollar cheque drawn on a bank in
London or in the City of New York or upon the request of
the holder not later than the date specified for the
purpose in the Notice of Redemption by transfer to a
Dollar account maintained by the payee with a bank in
London or in the City of New York. Such payments will be
made against presentation and surrender of the Warrant
and all unmatured dividend coupons and talons (if any)
at the place or the places specified in of Redemption.
Upon the Redemption Date all unmatured dividend coupons
and any talon for additional dividend coupons
appertaining thereto (whether or not returned) shall
- 30 -
become void and no payment will be made in respect
thereof. If the Warrant so surrendered represents any
Non-cumulative Dollar Preference Shares not to be
redeemed on the relevant Redemption Date the Company
shall issue, free of charge, a fresh Warrant
representing such Bearer Shares which are not to be
redeemed on such Redemption Date.
All payments in respect of redemption monies will in all
respects be subject to any applicable fiscal or other
laws;
(F) as from the relevant Redemption Date the dividend on the
Non-cumulative Dollar Preference Shares due for
redemption shall cease to accrue except on any such
Non-cumulative Dollar Preference Share in respect of
which, upon the due surrender of the Certificate or, as
the case may be, the Warrant and all unmatured dividend
coupons and talons (if any) in respect thereof, in
accordance with sub-paragraph (E) above, payment of the
redemption monies due on such Redemption Date shall be
improperly withheld or refused, in which case such
dividend, at the rate then applicable, shall be deemed
to have continued and shall accordingly continue to
accrue from the relevant Redemption Date to the date of
payment of such redemption monies. Such Non-cumulative
Dollar Preference Share shall not be treated as having
been redeemed until the redemption monies in question
together with the accrued dividend thereon shall have
been paid;
(G) if the due date for the payment of the redemption monies
on any Non-cumulative Dollar Preference Shares is not a
Dollar Business Day then payment of such monies will be
made on the next succeeding day which is a Dollar
Business Day and without any interest or other payment
in respect of such delay unless such day shall fall
within the next calendar month whereupon such payment
will be made on the preceding Dollar Business Day; and
(H) the receipt of the holder for the time being of any
Registered Share (or in the case of joint holders the
receipt of any one of them) and the receipt of the
person delivering any Warrant to the place or one of the
places specified pursuant to sub-paragraph (D) above in
respect of the monies payable on redemption on such
Registered Share or, as the case may be, such Bearer
Share, shall constitute an absolute discharge to the
Company.
- 31 -
(g) Purchase
Subject to the provisions of the Statutes and any other
applicable laws, the Company may at any time and from time to
time purchase any Non-cumulative Dollar Preference Shares upon
such terms as the Directors shall determine provided that, in
the case of Non-cumulative Dollar Preference Shares which are
listed on the London Stock Exchange, the purchase price,
exclusive of expenses and accrued dividends, shall not exceed
(i) in the case of a purchase in the open market, or by tender
(which shall be available alike to all holders of the
Non-cumulative Dollar Preference Shares), the average of the
closing middle market quotations of such Non-cumulative Dollar
Preference Shares on the London Stock Exchange (as derived
from The London Stock Exchange Daily Official List) for the
last ten dealing days preceding the date of purchase or (if
higher), in the case of a purchase in the open market only,
the market price on the date of purchase provided that such
market price is not more than 105 per cent of such average and
(ii) in the case of a purchase by private treaty, 120 per cent
of the closing middle market quotation of such Non-cumulative
Dollar Preference Shares on the London Stock Exchange (as
derived from The London Stock Exchange Daily Official List)
for the last dealing day preceding the date of purchase: but
so that this proviso shall not apply to any purchase of
Non-cumulative Dollar Preference Shares made in the ordinary
course of a business of dealing in securities.
(3)(a) Save with the written consent of the holders of three-quarters in
nominal value of, or with the sanction of an Extraordinary
Resolution passed at a separate General Meeting of the holders of,
the Non-cumulative Dollar Preference Shares, the Directors shall
not authorise or create, or increase the amount of, any shares of
any class or any security convertible into shares of any class
ranking as regards rights to participate in the profits or assets
of the Company (other than on a redemption or purchase by the
Company of any such shares) in priority to the Non-cumulative
Dollar Preference Shares.
(b) The special rights attached to any series of Non-cumulative Dollar
Preference Shares allotted or in issue shall not (unless otherwise
provided by their terms of issue) be deemed to be varied by the
creation or issue of any New Shares ranking as regards
participation in the profits or assets of the Company in some or
all respects pari passu with or after such Non-cumulative Dollar
Preference Shares. Any new shares ranking in some or all respects
pari passu with such Non-cumulative Dollar Preference Shares may
without their creation or issue being deemed to vary the special
rights attached to any Non-cumulative Dollar Preference Share then
in issue either carry rights identical in all respects with such
Non-cumulative Dollar Preference Shares or any of them or carry
rights differing therefrom in any respect, including, but without
prejudice to the generality of the foregoing, in that:-
(i) the rate or means of calculating the dividend may differ and
the dividend may be cumulative or non-cumulative;
- 32 -
(ii) the New Shares or any series thereof may rank for dividend as
from such date as may be provided by the terms of issue
thereof and the dates for payment of dividend may differ;
(iii) the New Shares may be denominated in Sterling or in any
Foreign Currency;
(iv) a premium may be payable on return of capital or there may be
no such premium;
(v) the New Shares may be redeemable at the option of the holder
or of the Company, or may be non-redeemable and if redeemable
at the option of the Company, they may be redeemable at
different dates and on different terms from those applying to
the Non-cumulative Dollar Preference Shares; and
(vi) the New Shares may be convertible into Ordinary Shares or any
other class of shares ranking as regards participation in the
profits and assets of the Company pari passu with or after
such Non-cumulative Dollar Preference Shares in each case on
such terms and conditions as may be prescribed by the terms of
issue thereof.
(E) CATEGORY II NON-CUMULATIVE DOLLAR PREFERENCE SHARES
(1) The rights as regards participation in profits and assets of the
Company, receipt of notice, attendance and voting at meetings and
redemption attaching to the Category II Non-cumulative Dollar
Preference Shares of US$0.01 each in the capital of the Company(
"Category II Non-cumulative Dollar Preference Shares") shall be as
provided by this Article 4(E).
(2) Article 4(D) (in its present form or as from time to time altered)
shall apply to the Category II Non-cumulative Dollar Preference
Shares but with the following modifications:-
(a) subject to (b) below, for any reference (however worded and
whether express or implied) to Non-cumulative Dollar
Preference Shares there shall be deemed to be substituted a
reference to Category II Non-cumulative Dollar Preference
Shares;
(b) references to "New Preference Shares" shall be deemed to
include the Non-cumulative Dollar Preference Shares;
(c) in Article 4(D)(2)(e) the words "and on such terms" shall be
deemed to be inserted after "such circumstances" and the words
"for which purpose the Non-cumulative Dollar Preference Shares
will be deemed to carry the number of votes determined
pursuant to the following sentence" shall be deemed to be
deleted;
(d) in relation to any Category II Non-cumulative Dollar
Preference share allotted prior to 16 January 1997 or allotted
on exchange of any Exchangeable Capital Securities, Series A
of the Company, in Article 4(D)(2)(f)(ii)(A) the last sentence
shall be deemed to be deleted and the following deemed to be
substituted therefor:-
- 33 -
""Redemption Date" means, in relation to any Category II
Non-cumulative Dollar Preference Share, any date which either
(i) falls no earlier than such date (if any) as may be fixed
by the Directors, prior to allotment of that share, as being
the earliest date on which the Company may redeem such share,
and the date so fixed shall be no earlier than five years and
one day, and no later than ten years and one day, after the
relevant date of allotment, or (ii) if no date is fixed by the
Directors as aforesaid under (i) above in relation to that
share, falls no earlier than five years and one day after the
date of allotment of the Category II Non-cumulative Dollar
Preference Share to be redeemed";
(e) in relation to any Category II Non-cumulative Dollar
Preference Shares allotted on or after 16 January 1997 (other
than on exchange of any Exchangeable Capital Securities,
Series A of the Company), sub-paragraphs (A) and (B) of
Article 4(D)(2)(f)(ii) shall be deemed to be deleted and the
following deemed to be substituted therefor:-
"(A) the Company may, subject thereto, redeem on any
Redemption Date (as hereinafter defined) all or some
only of the Category II Non-cumulative Dollar Preference
Shares by giving to the holders of the Category II
Non-cumulative Dollar Preference Shares to be redeemed
not less than 30 days nor more than 60 days prior notice
in writing (a "Notice of Redemption") of the relevant
Redemption Date."Redemption Date" means, in relation to
a Category II Non-cumulative Dollar Preference Share,
any date which falls no earlier than three years and one
day (or such longer period (if any) as may be fixed by
the Directors prior to allotment of such Share) after
the date of allotment of the Category II Non-cumulative
Dollar Preference Share to be redeemed ("the Relevant
Date") (provided that the Directors may determine prior
to allotment that a Redemption Date must, in addition to
falling as aforesaid, fall on such anniversary (or on
such anniversaries) of the date of allotment as may be
fixed by the Directors prior to allotment);
(B) there shall be paid on each Category II Non-cumulative
Dollar Preference Share so redeemed, in Dollars, the
aggregate of the nominal amount thereof together with
any premium paid on issue together with, where
applicable, the Relevant Redemption Premium (defined
below) and together with arrears (if any) of dividends
thereon (whether earned or declared or not) in respect
of the period from the dividend payment date last
preceding the Redemption Date to the Redemption Date.
"Relevant Redemption Premium" means an amount calculated
in accordance with such one (if any) of the following
three formulae as applied in relation to a Redemption
Date notified under sub-paragraph (A) above which falls
within the period of twelve months commencing on the
date following the third, fourth, fifth, sixth or
seventh anniversary of the Relevant Date, as the case
may be, as may
- 34 -
be determined by the Directors prior to the Relevant Date. The
formula for calculation of the Relevant Redemption Premium
shall be:-
(a) A x B
where:-
"A" is the amount of dividend excluding any associated
tax credit (not expressed as a percentage) calculated at
the date of allotment to which the holder of the
Category II Non-cumulative Dollar Preference Share to be
redeemed would become entitled in respect of the twelve
months following allotment by virtue of the terms of
issue thereof on the assumption that such amount of
dividend had accrued on the Category II Non-cumulative
Dollar Preference Share during such period and was
payable at the end of such period and on the further
assumption that there shall be no change in the
associated tax credit affecting the amount of dividend
payable in respect of such period; and
"B" in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the third anniversary of the Relevant Date, is 66.66 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the fourth anniversary of the Relevant Date, is 53.33
per cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the fifth anniversary of the Relevant Date, is 40.00 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the sixth anniversary of the Relevant Date, is 26.66 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day
- 35 -
following the seventh anniversary of the Relevant Date
is 13.33 per cent; or
(b) C x D
where:-
"C" is the amount of dividend excluding any associated
tax credit (not expressed as a percentage) calculated at
the date of allotment to which the holder of the
Category II Non-cumulative Dollar Preference Share to be
redeemed would become entitled in respect of the twelve
months following allotment by virtue of the terms of
issue thereof on the assumption that such amount of
dividend had accrued on the Category II Non-cumulative
Dollar Preference Share during such period and was
payable at the end of such period and on the further
assumption that there shall be no change in the
associated tax credit affecting the amount of dividend
payable in respect of such period; and
"D" in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the third anniversary of the Relevant Date, is 50 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the fourth anniversary of the Relevant Date, is 40 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the fifth anniversary of the Relevant Date, is 30 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the sixth anniversary of the Relevant Date, is 20 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day
- 36 -
following the seventh anniversary of the Relevant Date
is 10 per cent; or
(c) E x F
where:-
"E" is the amount of US$25; and
"F" in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the third anniversary of the Relevant Date, is 33.33 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the fourth anniversary of the Relevant Date, is 26.66
per cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the fifth anniversary of the Relevant Date, is 20 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the sixth anniversary of the Relevant Date, is 13.33 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the seventh anniversary of the Relevant Date, is 6.66
per cent.
No Relevant Redemption Premium shall be payable when the
Redemption Date falls after the eighth anniversary of the
Relevant Date. The product of any of the above formulae in
respect of a Category II Non-cumulative Dollar Preference
Share may, in the Directors' discretion, be rounded down to
the nearest whole cent.
The Directors may, in their discretion, determine in relation
to any Category II Non-cumulative Dollar Preference Share,
prior to the Relevant Date, that none of the above formulae
- 37 -
shall apply, in which event no Relevant Redemption
Premium shall be payable;"", and
(f) notwithstanding the terms of sub-paragraph (e) above, in
relation to any Category II Non-cumulative Dollar Preference
Shares allotted on or after 14 January 2000 (other than on
exchange of any Exchangeable Capital Securities, Series A of
the Company) the provisions of sub-paragraph (A) and (B) set
out in sub-paragraph (e) above shall have effect subject to
the following modifications:
(i) the reference in sub-paragraph (A) to three years and
one day shall be deemed to be a reference to five years
and one day;
(ii) notwithstanding the terms of sub-paragraph (B), a
Relevant Redemption Premium shall only be payable when
the relevant Redemption Date falls after the tenth
anniversary of the Relevant Date and on or prior to the
twentieth anniversary of the Relevant Date (the
"redemption premium period"). The formula for
calculation of such Relevant Redemption Premium (subject
to rounding down as specified in sub-paragraph (B))
shall be as specified in (iii) below. The Directors may,
in their discretion, determine in relation to any
Category II Non-cumulative Dollar Preference Share,
prior to the Relevant Date, that no Relevant Redemption
Premium shall be payable;
(iii) the formula for calculating the Relevant Redemption
Premium shall be:
A x B
where:
"A" is as defined in sub-paragraph (e) above;
"B" is, in relation to any Redemption Date falling
within the redemption premium period, a percentage
determined from the table below by reference to the
anniversary of the Relevant Date specified in the
left-hand column which is the latest to occur prior to
that Redemption Date:
ANNIVERSARY OF THE
RELEVANT DATE PERCENTAGE
tenth 50%
eleventh 45%
twelfth 40%
thirteenth 35%
fourteenth 30%
fifteenth 25%
sixteenth 20%
seventeenth 15%
eighteenth 10%
nineteenth 5%
- 38 -
(g) in relation to any particular Category II Non-cumulative
Dollar Preference Shares allotted on or after the date of
passing of resolution 17 set out in Appendix 2 to the circular
letter to shareholders dated 15th March 2004, all of the
following provisions shall apply if (but only if) the
Directors so determine prior to allotment thereof:
(i) the Directors may, in their sole and absolute
discretion, resolve prior to any dividend payment date
that the dividend on such Category II Non-cumulative
Dollar Preference Shares, or part thereof, shall not be
paid on that dividend payment date. If the Directors
resolve as aforesaid, then none or (as the case may be)
part only of the dividend shall be declared and/or paid.
The Directors shall not be bound to give their reasons
for exercising their discretion under this
sub-paragraph, and the Directors may exercise their
discretion in respect of a dividend notwithstanding the
previous setting aside of a sum to provide for payment
of that dividend;
(ii) to the extent that any dividend or part of a dividend on
any Category II Non-cumulative Dollar Preference Shares
is, on any occasion, not paid by reason of the exercise
of the Directors' discretion pursuant to sub-paragraph
(i) above, the holders of such shares shall have no
claim in respect of such non-payment;
(iii) if any dividend or part of a dividend on any Category II
Non-cumulative Dollar Preference Shares has, on any
occasion, not been paid by reason of the exercise of the
Directors' discretion under sub-paragraph (i) above:
(1) the provisions of sub-paragraphs (viii) and (ix)
of Article 4(D)(2)(b) shall not apply in respect
of such non-payment;
(2) such non-payment shall not prevent or restrict (a)
the declaration and payment of dividends on any
other Category II Non-cumulative Dollar Preference
Shares, or on any preference shares capital of the
Company expressed to rank pari passu with the
Category II Non-cumulative Dollar Preference
Shares, (b) the setting aside of sums for the
payment of such dividends, (c) (subject to (4)
below) the redemption, purchase or other
acquisition of shares in the Company by the
Company, or (d) (subject to (4) below) the setting
aside of sums, or the establishment of sinking
funds, for any such redemption, purchase or other
acquisition by the Company;
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(3) no dividend may be declared or paid on any share
capital ranking after the Category II
Non-cumulative Dollar Preference Shares as regards
participation in profits (including the Ordinary
Shares) until such time as the dividend stated to
be payable on the Category II Non-cumulative
Dollar Preference Shares to which the non-payment
relates in respect of a dividend period has
thereafter been declared and paid in full; and
(4) the Company may not redeem or purchase or
otherwise acquire for any consideration any share
capital ranking after the Category II
Non-cumulative Dollar Preference Shares, and may
not set aside any sum nor establish any sinking
fund for the redemption, purchase or other such
acquisition thereof, until such time as dividends
stated to be payable on the Category II
Non-cumulative Dollar Preference Shares to which
the non-payment relates in respect of successive
dividend periods together aggregating no less than
twelve months shall thereafter have been declared
and paid in full;
(iv) if there is any conflict between the provisions of this
Article 4(E)(2)(g), as they apply to any Category II
Non-cumulative Dollar Preference Shares, and any other
provisions of Article 4(D) or this Article 4(E) applying
to such Category II Non-cumulative Dollar Preference
Shares, the provisions of this Article 4(E)(2)(g) shall
prevail. In Article 4(D)(2)(a), the words ", and subject
to the provisions of Article 4(E)(2)(g), if applicable"
shall be deemed to be inserted after "if applicable" in
the first sentence, and in Article 4(D)(2)(b) the words
"(subject to the provisions of Article 4(E)(2)(g), if
applicable)" shall be deemed to be inserted after "such
dividend shall" in sub-paragraph (i) and after
"dividends shall" in sub-paragraph (ii);
(v) in determining the sum payable on any Category II
Non-cumulative Dollar Preference Shares pursuant to
Article 4(D)(2)(c)(i) on a winding up or liquidation,
the Directors' discretion under sub-paragraph (i) above
shall be disregarded save in so far as such discretion
was actually exercised prior to the making of the
determination;
(vi) in calculating the relevant Redemption Premium if any
payable in respect of any Category II Non-cumulative
Dollar Preference Shares, the component "A" in the
formula for such calculation shall be determined on the
assumption that there shall be no exercise by the
Directors of their discretion under sub-paragraph (i)
above in respect of such Category II Non-cumulative
Dollar Preference Shares; and
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(vii) for the avoidance of doubt, no series of Category II
Non-cumulative Dollar Preference Shares shall be treated
as ranking after any other New Preference Shares with
which it is expressed to rank pari passu as regards
participating in profits, by reason only of the
provisions set out in this Article 4(E)(2)(g) being
included in the terms of issue applicable to that
series, or any dividend on that series not being paid by
virtue of this Article 4(E)(2)(g).
(3) For the avoidance of doubt, the Category II Non-cumulative
Dollar Preference Shares are, for the purposes of Articles
4(C) and 4(D), New Preference Shares expressed to rank pari
passu with the Non-cumulative Sterling Preference Shares and
the Non-cumulative Dollar Preference Shares as regards
participation in surplus profits and surplus assets.
(F) Subject to the provisions of Article 4 and to the special rights
attached to the Non-cumulative Sterling Preference Shares and the
Non-cumulative Dollar Preference Shares and the Category II
Non-cumulative Dollar Preference Shares and the Non-cumulative Euro
Preference Shares and the Convertible Preference Shares (as defined
in Article 4B) and the Category II Non-cumulative Convertible
Sterling Preference Shares and to any special rights which are or
may be attached to any other class of shares (i) the profits of the
Company available for dividend and resolved to be distributed shall
be distributed by way of dividend amongst the holders of the
Ordinary Shares and (ii) on a winding up or liquidation, voluntary
or otherwise, the residue, if any, of the surplus assets of the
Company available for distribution amongst the members shall belong
to the holders of the Ordinary Shares and be divided amongst them in
proportion to the amounts paid up or credited as paid up on such
shares held by them respectively.
4A NON-CUMULATIVE EURO PREFERENCE SHARES
Each Non-cumulative Euro Preference Share of E0.01 forming part of the
share capital of the Company (a "Non-cumulative Euro Preference Share")
shall confer the rights as to participation in the profits and assets of
the Company, receipt of notices, attendance and votings at meetings and
redemption specified or referred to in Schedule 1 to these presents
("Schedule 1", which Schedule shall be regarded as part of these
presents).
4B NON-CUMULATIVE CONVERTIBLE PREFERENCE SHARES
(1) NON-CUMULATIVE CONVERTIBLE STERLING PREFERENCE SHARES: Each
Non-cumulative Convertible Sterling Preference Share of L0.01
forming part of the share capital of the Company (a "Non-cumulative
Convertible Sterling Preference Share") shall confer the rights as
to participation in the profits and assets of the Company, receipt
of notices, attendance and voting at meetings, redemption and
conversion specified or referred to in Parts 1 and 4 of Schedule 2
to these presents ("Schedule 2" which schedule shall be regarded as
part of these presents).
(2) NON-CUMULATIVE CONVERTIBLE DOLLAR PREFERENCE SHARES: Each
Non-cumulative Convertible Dollar Preference Share of US$0.01
forming part of the share capital of the Company (a "Non-cumulative
Convertible Dollar Preference Share") shall confer the rights as to
participation in the profits and assets of the Company, receipt of
notices, attendance and voting at meetings, redemption and
conversion specified or referred to in Parts 2 and 4 of Schedule 2.
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(3) NON-CUMULATIVE CONVERTIBLE EURO PREFERENCE SHARES: Each
Non-cumulative Convertible Euro Preference Share of E0.01
forming part of the share capital of the Company (a "Non-cumulative
Convertible Euro Preference Share") shall confer the rights as to
participation in the profits and assets of the Company, receipt of
notices, attendance and voting at meetings, redemption and
conversion specified or referred to in Parts 3 and 4 of Schedule 2.
(4) In Schedule 2, "Convertible Preference Shares" means all or any of
the Non-cumulative Convertible Sterling Preference Shares, the
Non-cumulative Convertible Dollar Preference Shares and the
Non-cumulative Convertible Euro Preference Shares (each a
"Convertible Preference Share").
4C CATEGORY II NON-CUMULATIVE CONVERTIBLE STERLING PREFERENCE SHARES
Each Category II Non-cumulative Convertible Preference Share of
L0.25 forming part of the share capital of the Company (a "Category
II Non-cumulative Convertible Sterling Preference Share") shall confer the
rights as to participation in the profits and assets of the Company,
receipt of notices, attendance and voting at meetings, redemption and
conversion specified or referred to in Schedule 3 to these presents
("Schedule 3" which schedule shall be regarded as part of these presents).
4D. ADDITIONAL VALUE SHARES
Each Additional Value Share of L0.01 forming part of the share
capital of the Company (an "Additional Value Share") shall confer the
rights as to participation in the profits and assets of the Company,
receipt of notices, attendance and voting at meetings and conversion
specified or referred to in Schedule 4 to these presents ("Schedule 4")
which schedule shall be regarded as part of these presents.
5. SHARES WITH SPECIAL RIGHTS AND REDEEMABLE SHARES
Without prejudice to any special rights previously conferred on the
holders of any shares or class of shares for the time being issued (which
special rights may be varied or abrogated only in the manner provided by
the next following Article), any share in the Company may be issued with
such preferred, deferred or other special rights, or subject to such
restrictions, whether in regard to participation in the profits or assets
of the Company, voting or otherwise, as the Company may from time to time
by Ordinary Resolution determine (or, failing any such determination or in
pursuance of any power conferred on the Directors by these presents or by
Ordinary Resolution, as the Directors may determine) and subject to the
provisions of the Statutes the Company may issue any shares which are, or
at the option of the Company or the holder are to be liable, to be
redeemed.
VARIATION OF RIGHTS
6. METHOD OF VARYING CLASS RIGHTS
Whenever the share capital of the Company is divided into different
classes of shares, the special rights attached to any class may, subject
to the provisions of the Statutes, be varied or abrogated either with the
consent in writing of the holders of three-fourths of the issued shares of
the class or with the sanction of an Extraordinary Resolution passed at a
separate General Meeting of the holders of the shares of the class (but
not otherwise) and may be so varied or abrogated either whilst the Company
is a going concern or during or in
- 42 -
contemplation of a winding up. To every such separate General Meeting all
the provisions of these presents relating to General Meetings of the
Company and to the proceedings thereat shall mutatis mutandis apply,
except that the necessary quorum shall be two persons at least holding or
representing by proxy one-third in nominal amount of the issued shares of
the class (but so that if at any adjourned meeting a quorum as above
defined is not present, any two holders of shares of the class present in
person or by proxy shall be a quorum) and that any holder of shares of the
class present in person or by proxy may demand a poll and that every such
holder shall on a poll have one vote for every share of the class held by
him. The foregoing provisions of this Article shall apply to the variation
or abrogation of the special rights attached to some only of the shares of
any class as if the shares concerned and the remaining shares of such
class formed separate classes.
7. WHEN SHARE RIGHTS DEEMED TO BE VARIED
The special rights attached to any class of shares having preferential
rights shall not unless otherwise expressly provided by the terms of issue
thereof be deemed to be varied by the creation or issue of further shares
ranking as regards participation in the profits or assets of the Company
in some or all respects pari passu therewith but in no respect in priority
thereto.
ALTERATION OF CAPITAL
8. INCREASE OF CAPITAL
The Company may from time to time by Ordinary Resolution increase its
capital by such sum to be divided into shares of such amounts, and
denominated in such currencies, as the resolution shall prescribe.
9. NEW SHARES
All new shares shall be subject to the provisions of the Statutes and of
these presents with reference to allotment, payment of calls, lien,
transfer, transmission, forfeiture and otherwise.
10(A). ALTERATIONS PERMITTED BY ORDINARY RESOLUTION
The Company may by Ordinary Resolution:-
(1) Consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares.
(2) 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 capital by the amount of the
shares so cancelled.
(3) Sub-divide its shares, or any of them, into shares of smaller amount
than is fixed by the Memorandum of Association (subject,
nevertheless, to the provisions of the Statutes), and so that the
resolution whereby any share is sub-divided may determine that, as
between the holders of the shares resulting from such sub-division,
one or more of the shares may, as compared with the others, have any
such preferred, deferred or other special rights, or be subject to
any such restrictions, as the Company has power to attach to
unissued or new shares.
- 43 -
(B). FRACTIONS ARISING
Upon any consolidation of fully paid shares into shares of larger amount
the Directors may settle any difficulty which may arise with regard
thereto and in particular may as between the holders of shares so
consolidated determine which shares are consolidated into each
consolidated share and in the case of any shares registered in the name of
one holder (or joint holders) being consolidated with shares registered in
the name of one holder (or joint holders) may make such arrangements for
the allocation, acceptance or sale of the consolidated share and for the
distribution of any moneys received in respect thereof as may be thought
fit and for the purpose of giving effect thereto may appoint some person
to transfer the consolidated share or any fractions thereof and to receive
the purchase price thereof and any transfer executed in pursuance thereof
shall be effective and after such transfer has been registered no person
shall be entitled to question its validity.
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 and to any requirements imposed by the
London Stock Exchange in respect of securities admitted to listing, the
Company may purchase, or enter into a contract under which it will or may
purchase, any of its own shares (including any redeemable shares). Neither
the Company nor the Directors shall be required to select the shares to be
purchased rateably or in any other particular manner as between the
holders of shares of the same class or as between them and the holders of
shares of any other class or in accordance with the rights as to dividends
or capital conferred by any class of shares.
Unless otherwise provided by the terms of issue, the rights attached to
any New Preference Share shall not be deemed to be varied or abrogated by
the purchase or redemption by the Company of any of its shares ranking as
regards participation in the profits or assets of the Company pari passu
with or postponed to such share.
12. POWER TO REDUCE CAPITAL
The Company may reduce its share capital or any capital redemption
reserve, share premium account or other undistributable reserve in any
manner and with and subject to any incident authorised, and consent
required, by law. Unless otherwise provided by the terms of issue, the
rights attached to any New Preference Share shall not be deemed to be
varied or abrogated by a reduction of any share capital ranking as regards
participation in the profits and assets of the Company pari passu with or
postponed to such share.
SHARES
13(A). SHARES AT THE DISPOSAL OF THE DIRECTORS
Subject to the provisions of the Statutes relating to authority,
pre-emption rights and otherwise and of any resolution of the Company in
General Meeting passed pursuant thereto and of these presents, all
unissued shares in the Company shall be at the disposal of the Directors
and they may allot (with or without conferring a right of renunciation),
grant options over or otherwise dispose of them to such persons, at such
times and on such terms as they think proper. No share in the Company may
be allotted (a) for cash in a currency other than that in which it is
denominated or (b) for a consideration other than cash unless the value
ascribed thereto is denominated in the same currency as such share.
- 44 -
(B). DIRECTORS' AUTHORITY TO ALLOT SHARES AND POWER TO ALLOT SHARES FOR CASH
(1) The Directors shall be generally and unconditionally authorised
pursuant to and in accordance with Section 80 of the 1985 Act to
exercise for each Section 80 prescribed period all the powers of the
Company to allot and to make offers or agreements to allot relevant
securities up to an aggregate nominal amount equal to the Section 80
amount (save that the Directors shall not be authorised hereunder to
issue any New Preference Shares).
(2) During each Section 89 prescribed period the Directors shall be
empowered to allot and to make offers or agreements to allot equity
securities wholly for cash (pursuant to and within the terms of the
said authority, by way of sales of treasury shares, or both):-
(i) in connection with a rights issue;
(ii) pursuant to any authority conferred upon the Directors in
accordance with and pursuant to Article 143; and
(iii) otherwise than pursuant to sub-paragraphs (i) or (ii) above,
up to an aggregate nominal amount equal to the Section 89
amount;
as if Section 89(1) of the 1985 Act did not apply to any such
allotment.
(3) By such authority and power, the Directors may during such period
make offers or agreements which would or might require the allotment
of securities after the expiry of such period.
(4) For the purposes of this Article 13(B):
(i) "rights issue" means an offer of equity securities to holders
on a fixed record date of (a) Ordinary Shares in proportion to
their respective holdings and (b) other equity securities to
the extent required or permitted by the rights attached
thereto (but subject to such exclusions or other arrangements
as the Directors may deem necessary or expedient in relation
to fractional entitlements or legal or practical problems
under the laws of, or the requirements of any recognised
regulator body or any stock exchange in, any territory);
(ii) "Section 80 prescribed period" means, in the first instance, a
period of 5 years commencing on the day of the adoption of
these Articles and thereafter shall mean any other period (not
exceeding 5 years on any occasion) for which the authority
conferred by sub-paragraph (1) above is renewed or extended by
an Ordinary Resolution of the Company stating the Section 80
amount for such period;
(iii) "Section 89 prescribed period" means, in the first instance,
the period from the date of the adoption of these Articles to
the date of the Annual General Meeting in 1999 or 15 months
from the day of the adoption of these Articles, whichever is
the earlier, and shall thereafter mean any period (not
exceeding 15 months on any occasion) for which the authority
and power conferred by sub-paragraph (2) above is renewed by a
Special Resolution of the Company stating the Section 89
amount for such period;
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(iv) "Section 80 amount" shall for the first Section 80 prescribed
period be L44,956,071 and for any other Section 80 prescribed
period shall be that stated in the relevant Ordinary
Resolution or any increased amount fixed by Ordinary
Resolution;
(v) "Section 89 amount" shall for the first Section 89 prescribed
period be L10,751,951 and for any other Section 89 prescribed
period shall be that stated in the relevant Special
Resolution; and
(vi) the nominal amount of any securities shall be taken to be, in
the case of rights to subscribe for or to convert any
securities into shares of the Company, the nominal amount of
such shares which may be allotted pursuant to such rights.
14. COMMISSION
In addition to all other powers of paying commissions, the Company may
exercise the powers of paying commissions conferred by the Statutes to the
full extent thereby permitted. The Company may also on any issue of shares
pay such brokerage as may be lawful. Subject to the Statutes, any such
commission or brokerage may be satisfied by the payment of cash or by the
allotment of fully or partly paid shares or partly in one way and partly
in another.
15. RENUNCIATION
The Directors may at any time after the allotment of any share but before
any person has been entered in the Register of Members as the holder
recognise a renunciation thereof by the allottee in favour of some other
person and may accord to any allottee of a share a right to effect such
renunciation upon and subject to such terms and conditions as the
Directors may think fit to impose
16. INTERESTS NOT RECOGNISED
Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust, and the Company shall not be bound by or
compelled in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any share, or any
interest in any fractional part of a share, or (except only as by these
presents or by law otherwise provided) any other right in respect of any
share, except an absolute right to the entirety thereof in the registered
holder or, in the case of a share warrant, in the bearer of the warrant
for the time being.
EVIDENCE OF TITLE TO SHARES
17. UNCERTIFICATED SHARES
(A) Pursuant and subject to the Uncertificated Securities Regulations,
the Directors may permit title to shares of any class to be
evidenced otherwise than by a certificate and title to shares of
such a class to be transferred by means of a relevant system and may
make arrangements for a class of shares (if all shares of that class
are in all respects identical) to become a participating class.
Title to shares of a particular class may only be evidenced
otherwise than by a certificate where that class of shares is for
the time being a participating class. The Directors may also,
subject to compliance with the Uncertificated Securities Regulations
and the rules of any relevant system,
- 46 -
determine at any time that title to shares of any class may from a
date specified by the Directors no longer be evidenced otherwise
than by a certificate or that title to shares of such a class shall
cease to be transferred by means of any particular relevant system.
For the avoidance of doubt, shares which are uncertificated shares
shall not be treated as forming a class of shares which are separate
from certificated shares with the same rights.
(B) In relation to a class of shares which is, for the time being, a
participating class and for so long as it remains a participating
class, no provision of these Articles shall apply or have effect to
the extent that it is inconsistent in any respect with:-
(i) the holding of shares of that class in uncertificated form;
(ii) the transfer of title to shares of that class by means of a
relevant system; and
(iii) any provision of the Uncertificated Securities Regulations.
(C) Shares of a class which is for the time being a participating class
may be changed from uncertificated form, and from certificated to
uncertificated form, in accordance with and subject as provided in
the Uncertificated Securities Regulations and the rules of any
relevant system, and the Directors shall record on the register of
members that the shares are held in certificated or uncertificated
form as appropriate.
18. CERTIFICATED SHARES
Subject to the provisions of the Uncertificated Securities Regulations,
the rules of any relevant system and these presents, every person (except
a person to whom the Company is not by law required to issue a
certificate) whose name is entered as a member in the register of members
in respect of any shares of any one class upon the issue or transfer
thereof shall be entitled without payment to a certificate therefor (in
the case of issue) within one month (or such longer period as the terms of
issue shall provide) after allotment or (in the case of a transfer of
fully paid shares) within fourteen days after lodgement of a transfer or
receipt of the relevant Operator-instruction by the Company or (in the
case of a transfer of partly paid shares) within two months after
lodgement of a transfer or receipt of the relevant Operator-instruction
by the Company or (upon payment of such reasonable charge (if any) for
every certificate after the first as the Directors shall from time to time
determine) to several certificates, each for one or more of his shares of
any class. Provided that the Company shall not be bound to register more
than four persons as the joint holders of a share and in the case of a
share held jointly by several persons the Company shall not be bound to
issue more than one certificate for each class of shares so held and
delivery of a certificate to one of such persons shall be deemed
sufficient delivery to all. A member who has transferred some but not all
of the shares comprised in a share certificate shall be entitled to a
certificate for the balance without charge.
19. AUTHENTICATION AND FORM OF CERTIFICATES
Every certificate for shares or debentures or other securities of the
Company shall (except to the extent that the terms and conditions for the
time being relating thereto otherwise provide) be issued under the Seal
(or under a Securities Seal or, in the case of shares on a branch
register, an official seal for use in the relevant territory) and (subject
as hereinafter provided) shall bear the autographic signatures at least of
one Director and the Secretary. Provided that the Directors may by
resolution determine, either generally or in any particular case or cases,
- 47 -
that such signatures or either of them shall be dispensed with or shall be
affixed by some method or system of mechanical signature or that
certificates may be signed or authenticated by some other person or
persons. Every such certificate shall specify the number and class of
shares, debentures or other securities to which it relates and the amount
paid up thereon. No certificate shall be issued representing shares,
debentures or other securities of more than one class. No certificate need
be issued in respect of shares, debentures or other securities held by a
recognised clearing house or a nominee of a recognised clearing house or
of a recognised investment exchange or any other person in respect of whom
the Company is not required by law to complete and have ready for delivery
a certificate as provided herein. Notwithstanding the foregoing provisions
of this Article, the Directors may by resolution determine, either
generally or in any particular case or cases, that certificates for
shares, debentures or other securities shall bear the signatures or
facsimile signatures of two authorised officers of the Company and need
not be issued under the Seal or the Securities Seal or an official seal.
20. CANCELLATION AND REPLACEMENT OF CERTIFICATES
(A) 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 for all such shares issued in lieu subject, if the
Directors so require, to payment of the reasonable out of pocket
expenses of the Company in providing the same.
(B) If any member shall surrender for cancellation a share certificate
representing shares held by him and request the Company to issue in
lieu two or more share certificates representing such shares in such
proportions as he may specify, the Directors may, if they think fit,
comply with such request.
(C) If a share certificate shall be damaged, defaced, worn out, or
alleged to have been lost, stolen or destroyed, it shall be replaced
by a new certificate on request without fee but on such terms (if
any) as to evidence and indemnity and to payment of any exceptional
out-of-pocket expenses of the Company in investigating the evidence
and preparing the indemnity as the Directors may decide and, where
it is defaced or worn out, after delivery of the old certificate to
the Company.
(D) In the case of shares held jointly by several persons any such
request may be made by any one of the joint holders.
CALLS ON SHARES
21. POWER TO MAKE CALLS
The Directors may from time to time make calls upon the members in respect
of any monies unpaid on their shares (whether on account of the nominal
value of the shares or by way of premium) and not by the terms of issue
thereof made payable at fixed times. Each member shall (subject to being
given at least fourteen days' notice specifying the time or times and
place of payment) pay to the Company at the time or times and place so
specified the amount called on his shares. A call may be revoked or
postponed as the Directors may determine.
22. TIME WHEN CALL MADE
A call shall be deemed to have been made at the time when the resolution
of the Directors authorising the call was passed and may be made payable
by instalments.
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23. LIABILITY OF JOINT HOLDERS
The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
24. INTEREST PAYABLE
If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall
pay interest on the sum from the day appointed for payment thereof to the
time of actual payment at such rate (not exceeding 5 per cent per annum
above the Base Rate, or in the absence of any Base Rate, 20 per cent per
annum) as the Directors determine and all expenses that may have been
incurred by the Company by reason of such non-payment, but the Directors
shall be at liberty in any case or cases to waive payment of such interest
and expenses wholly or in part.
25. DEEMED CALLS
Any sum (whether on account of the nominal value of the share or by way of
premium) which by the terms of issue of a share becomes payable upon
allotment or at any fixed date shall for all the purposes of these
presents be deemed to be a call duly made and payable on the date on which
by the terms of issue the same becomes payable. In the case of non-
payment all the relevant provisions of these presents as to payment of
interest and expenses, forfeiture or otherwise shall apply as if such sum
had become payable by virtue of a call duly made and notified.
26. DIFFERENTIATION OF CALLS
The Directors may at any time and from time to time differentiate between
the holders as to the amount of calls to be paid and the times of payment.
27. PAYMENT OF CALLS IN ADVANCE
The Directors may if they think fit receive from any member willing to
advance the same all or any part of the monies (whether on account of the
nominal value of the shares or by way of premium) uncalled and unpaid upon
the shares held by him and such payment in advance of calls shall
extinguish pro tanto the liability upon the shares in respect of which it
is made and upon the monies so received (until and to the extent that the
same would but for such advance become payable) the Company may pay
interest at such rate (not exceeding the Base Rate or, in the absence of
any Base Rate, 12 per cent per annum) as the member paying such sum and
the Directors agree upon. The Directors may at any time repay monies paid
in advance of calls upon giving to the member not less than one month's
notice in writing.
FORFEITURE, SURRENDER AND LIEN
28. NOTICE REQUIRING PAYMENT OF CALLS ON DEFAULT
If a member fails to pay the whole or any part of any call or instalment
of a call on the day appointed for payment thereof, the Directors may at
any time thereafter during such time as any part of such call or
instalment remains unpaid, serve a notice on him requiring payment of so
much of the call or instalment as is unpaid together with any accrued
interest and any costs, charges and expenses incurred by the Company by
reason of such non-payment.
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29. CONTENT OF NOTICE
The notice shall name a further day (not being less than seven days from
the date of service of the notice) on or before which, and the place
where, the payment required by the notice is to be made, and shall state
that in the event of non-payment in accordance therewith the shares on
which the call was made will be liable to be forfeited.
30. FORFEITURE FOR NON-COMPLIANCE
If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which such notice has been given may at any time
thereafter, before payment of all calls, interest, costs, charges and
expenses due in respect thereof has been received by the Company, be
forfeited by a resolution of the Directors to that effect. Such forfeiture
shall include all dividends declared in respect of the forfeited share and
not actually paid before forfeiture. The Directors may accept a surrender
of any share liable to be forfeited hereunder. When a share has been
forfeited, the Company shall give notice of the forfeiture to the person
who was before forfeiture the holder of the share or the person entitled
by transmission to the share. No forfeiture will be invalidated by any
omission to give such notice. An entry of the fact and date of forfeiture
shall be made in the Register of Members.
31. SALE OF FORFEITED SHARES
A share so forfeited or surrendered shall become the property of the
Company and may (subject to the provisions of the Statutes) be sold,
re-allotted or otherwise disposed of either to the person who was before
such forfeiture or surrender the holder thereof or entitled thereto or to
any other person upon such terms and in such manner as the Directors shall
think fit and at any time before a sale, re-allotment or disposition the
forfeiture or surrender may be cancelled on such terms as the Directors
think fit. The Directors may, if necessary, authorise some person to
transfer a forfeited or surrendered share to any such other person as
aforesaid.
32. EXTINCTION OF RIGHTS
A member whose shares have been forfeited or surrendered shall cease to be
a member in respect of the forfeited or surrendered shares but shall
notwithstanding the forfeiture or surrender remain liable to pay to the
Company all moneys which at the date of forfeiture or surrender were
presently payable by him to the Company in respect of the shares with
interest thereon at 5 per cent per annum above the Base Rate or, in the
absence of any Base Rate, 20 per cent per annum (or in either case such
lower rate as the Directors may approve) from the date of forfeiture or
surrender until payment but the Directors may waive payment of such moneys
and/or interest either wholly or in part and the Directors may enforce
payment without any allowance for the value of the shares at the time of
forfeiture or surrender.
33. COMPANY TO HAVE LIEN ON SHARES
The Company shall have a first and paramount lien on every share (not
being a fully paid share) for all moneys (whether presently payable or
not) called or payable at a fixed time in respect of such share and the
Company shall also, insofar as is permitted by the Statutes, have a first
and paramount lien on all shares (other than fully paid shares) standing
registered in the name of a single member for all the debts and
liabilities of such member or his estate to the Company and that whether
the same shall have been incurred before or after notice to the Company of
any equitable or other interest of any person other than such member and
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whether the period for the payment or discharge of the same shall have
actually arrived or not and notwithstanding that the same are joint debts
or liabilities of such member or his estate and any other person, whether
a member of the Company or not. The Company's lien (if any) on a share
shall extend to all dividends or other moneys payable thereon or in
respect thereof. The Directors may waive any lien which has arisen and may
declare any share to be exempt wholly or partially from the provisions of
this Article.
34. ENFORCEMENT OF LIEN BY SALE
The Company may sell in such manner as the Directors think fit any share
on which the Company has a lien, but no sale shall be made unless some sum
in respect of which the lien exists is presently payable nor until the
expiration of fourteen days after a notice in writing stating and
demanding payment of the sum presently payable and giving notice of the
intention to sell in default shall have been given to the registered
holder for the time being of the share or the person entitled thereto by
reason of death or bankruptcy.
35. APPLICATION OF PROCEEDS
The net proceeds of such sale after payment of the costs of such sale
shall be applied in or towards payment or satisfaction of the debts or
liabilities in respect whereof the lien exists so far as the same are
presently payable and any residue shall (upon surrender to the Company for
cancellation of the certificate (if any) for the shares sold and subject
to a like lien for debts or liabilities not presently payable as existed
upon the shares prior to the sale) be paid to the person entitled to the
shares at the time of the sale. For giving effect to any such sale the
Directors may authorise some person to transfer the shares sold to, or in
accordance with the directions of, the purchaser.
36. GIVING EFFECT TO THE SALE
A statutory declaration in writing that the declarant is a Director or the
Secretary of the Company and that a share has been duly forfeited or
surrendered or sold to satisfy a lien of the Company on a date stated in
the declaration shall be conclusive evidence of the facts therein stated
as against all persons claiming to be entitled to the share. Such
declaration and the receipt of the Company for the consideration (if any)
given for the share on the sale, re-allotment or disposal thereof
together with the share certificate (if any) delivered to a purchaser or
allottee thereof shall (subject to the execution of a transfer if the same
be required) constitute a good title to the share and the person to whom
the share is sold, re-allotted or disposed of shall be registered as the
holder of the share and shall not be bound to see to the application of
the purchase money (if any) nor shall his title to the share be affected
by any irregularity or invalidity in the proceedings in reference to the
forfeiture, surrender, sale, re-allotment or disposal of the share.
TRANSFER OF SHARES
37. TRANSFERS
Subject to such of the restrictions of these presents as may be
applicable:-
(i) any member may transfer all or any of his uncertificated shares by
means of a relevant system in such manner provided for, and subject
as provided in the Uncertificated Securities Regulations and the
rules of any relevant system, and accordingly no provision of these
present shall apply in respect of an uncertificated share to the
extent that it requires or contemplates the effecting of a transfer
by an
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instrument in writing or the production of a certificate for the
share to be transferred; and
(ii) any member may transfer all or any of his certificated shares by an
instrument of transfer in any usual form or in any other form which
the Directors may approve.
38. EXECUTION OF TRANSFERS
The instrument of transfer of a certificated share shall be executed by or
on behalf of the transferor and (except in the case of fully paid shares)
by or on behalf of the transferee. The transferor shall be deemed to
remain the holder of the shares concerned until the name of the transferee
is entered in the Register of Members in respect thereof. All instruments
of transfer which are registered may be retained by the Company.
39. SUSPENSION OF REGISTRATION
Subject to the Statutes and the requirements of the London Stock Exchange,
the registration of transfers may be suspended and the Register of Members
closed at such times and for such period as the Directors may from time to
time determine and either generally or in respect of any class of shares:
Provided that such registration shall not be suspended and the Register of
Members shall not be closed for more than thirty days in any year.
40. RIGHT TO DECLINE TO REGISTER TRANSFER OF PARTLY PAID SHARES
The Directors may in their absolute discretion and without assigning any
reason therefor decline to register any transfer of shares (not being
fully paid shares) provided that where any such share is listed on the
London Stock Exchange, such discretion may not be exercised in such a way
as to prevent dealings in the shares of that class from taking place on an
open and proper basis. If the Directors refuse to register a transfer they
shall within two months after the date on which the transfer was lodged
with the Company or, in the case of uncertificated shares, within two
months after the date on which the relevant Operator-instruction is
received, send to the transferee notice of the refusal.
41. FURTHER RIGHTS TO DECLINE TO REGISTER TRANSFER
(A) The Directors may only decline to register a transfer of an
uncertificated share in the circumstances set out in the
Uncertificated Securities Regulations, and where, in the case of a
transfer to joint holders, the number of joint holders to whom the
uncertificated share is to be transferred exceeds four.
(B) The Directors may decline to register any transfer of a certificated
share unless:-
(i) the instrument of transfer is lodged at the Transfer Office or
at such other place as the Directors may from time to time
determine accompanied by the certificate for the shares to
which it relates and such other evidence as the Directors may
reasonably require to show the right of the transferor to make
the transfer;
(ii) the instrument of transfer is in respect of only one class of
share; and
(iii) in the case of a transfer to joint holders, the number of
joint holders to whom the share is to be transferred does not
exceed four.
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42. NO FEE PAYABLE FOR REGISTRATION OF TRANSFERS
No fee will be charged by the Company in respect of the registration of
any instrument of transfer or confirmation or probate or letter of
administration or certificate of marriage or death or power of attorney or
other document relating to or affecting the title to any shares or
otherwise for making any entry in the Register of Members affecting the
title to any shares.
43. RENUNCIATIONS RECOGNISED
Nothing in these presents shall preclude the Directors from recognising a
renunciation of the allotment of any share by the allottee in favour of
some other person. In this Article "allottee" includes provisional
allottee and any person in whose favour an allotment has been previously
renounced.
DESTRUCTION OF DOCUMENTS
44. DESTRUCTION OF DOCUMENTS
The Company shall be entitled to destroy (a) all share certificates which
have been cancelled at any time after the expiration of one year from the
date of such cancellation, and (b) all notifications of change of name and
address and all dividend mandates which have been cancelled or have ceased
to have effect at any time after the expiration of two years from the date
of the recording of such notification or, as the case may be, the date of
such cancellation or cessation, and (c) all instruments of transfer of
shares which have been registered at any time after the expiration of six
years from the date of registration thereof, and (d) any other documents
on the basis of which any entry in the Register of Members has been made
at any time after the expiration of six years from the date of the first
entry in the Register of Members in respect thereof, and it shall
conclusively be presumed in favour of the Company that every entry in the
Register of Members purporting to have been made on the basis of an
instrument of transfer or other document so destroyed was duly and
properly made and that every instrument of transfer so destroyed was a
valid and effective instrument duly and properly registered and every
share certificate so destroyed was a valid and effective document duly and
properly cancelled and every other document hereinbefore mentioned so
destroyed was a valid and effective document in accordance with the
recorded particulars thereof in the books or records of the Company.
Provided always that:-
(i) The provisions aforesaid shall apply only to the destruction of a
document in good faith and without express notice of any claim
(regardless of the parties thereto) to which the document might be
relevant;
(ii) Nothing herein contained shall be construed as imposing upon the
Company any liability in respect of the destruction of any such
document earlier than as aforesaid or in any other circumstances
which would not attach to the Company in the absence of this
Article;
(iii) References herein to the destruction of any document include
references to the disposal thereof in any manner.
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TRANSMISSION OF SHARES
45. TRANSMISSION
In case of the death of a registered shareholder, the survivors or
survivor where the deceased was a joint holder, and the executors or
administrators of the deceased where he was a sole or only surviving
holder, shall be the only persons recognised by the Company as having any
title to his interest in the shares, but nothing in this Article shall
release the estate of a deceased holder (whether sole or joint) from any
liability in respect of any share solely or jointly held by him.
46(A). REGISTRATION ON DEATH, BANKRUPTCY, ETC
Subject to the provisions of the preceding Article any person becoming
entitled to a share in consequence of the death or bankruptcy of a member
or otherwise by operation of law may (subject as provided elsewhere in
these presents) upon such evidence being produced as may from time to time
properly be required by the Directors (and in the case of shares in
uncertificated form, subject to the facilities and requirements of the
relevant system) either (a) be registered as holder of the share in a
representative capacity or (b) be registered himself as holder of the
share or (c) transfer such share to some other person. The Directors
shall, in any case, have the same right to decline or suspend registration
as they would have had in the case of a transfer of the share by that
member before his death, bankruptcy or other event giving rise to the
transmission of his entitlement by operation of law, as the case may be.
(B). ELECTION FOR REGISTRATION
The intimation to the Company, by or on behalf of any person becoming
entitled to a share in accordance with paragraph (A) of this Article, of
the evidence therein required shall be deemed to be a request by such
person to be registered as holder of the share in a representative
capacity unless such person shall otherwise elect as aftermentioned,
provided always that such registration shall not impose any personal
liability upon such person in respect of the share. If the person so
becoming entitled shall elect to be registered himself, he shall deliver
or send to the Company a notice in writing in a form acceptable to the
Directors signed by him stating that he so elects and if he shall elect to
have another person registered he shall testify his election by, in
respect of shares in certificated form, executing to that person a
transfer of the share or, in respect of shares in uncertificated form,
making such other arrangements as are consistent with the Uncertificated
Securities Regulations and the facilities and requirements of the relevant
system for their transfer to such person. All the limitations,
restrictions and provisions of these presents relating to the right to
transfer and the registration of transfers of shares shall be applicable
to any such notice or transfer as aforesaid as if the death or bankruptcy
of the member, or other event giving rise to the transmission of his
entitlement by operation of law, had not occurred and the notice or
transfer were a transfer signed by that member.
47. RIGHTS OF PERSONS ENTITLED BY TRANSMISSION
Save as otherwise provided by or in accordance with these presents, a
person becoming entitled to a registered share in consequence of the death
or bankruptcy of a member or otherwise by operation of law (upon supplying
to the Company such evidence as the Directors may reasonably require to
show his title to the share) shall be entitled to the same dividends and
other advantages as those to which he would be entitled if he were the
registered holder of the share except that he shall not be entitled in
respect thereof (except
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with the authority of the Directors) to exercise any right conferred
by membership in relation to meetings of the Company until he shall
have been registered as a member in respect of the share; Provided
that the Directors may at any time give notice requiring such person
to elect either to be registered or to transfer the share and, if
the notice is not complied with within such period (being not less
than 42 days) as the Directors may fix, the Company may thereafter:
(a) withhold payment of all dividends and other monies payable in
respect of the share (but any such action shall not constitute
the Company a trustee in respect of any such dividends or
other monies) and suspend any other advantages to which such
person would otherwise be entitled in respect of the share
until the requirements of the notice have been complied with;
and/or
(b) sell the share at the best price reasonably obtainable in such
manner as the Directors think fit and, subject to the
provisions of these presents generally, the provisions of
Article 48(B) shall apply to such sale.
UNTRACED SHAREHOLDERS
48(A). POWER TO DISPOSE OF SHARES OF UNTRACED SHAREHOLDERS
The Company shall be entitled to sell at the best price then reasonably
obtainable the shares of a member or the shares to which a person is
entitled by virtue of transmission on death or bankruptcy if and provided
that:-
(i) during the period of twelve years ending on the date of the
publication of the advertisement referred to in sub-paragraph (ii)
below (or, if published on different dates, the later or latest
thereof) at least three cash dividends (whether interim or final)
have become payable on or in respect of the shares in question but
all dividends or other moneys payable on or in respect of such
shares during such period remain unclaimed; and
(ii) the Company shall have inserted an advertisement in one daily
newspaper with a national circulation in the United Kingdom, one
Scottish daily newspaper and one newspaper circulating in the area
in which the last known address of the member or the address at
which service of notices upon such member or other person may be
effected in accordance with these presents is located, giving notice
of its intention to sell the said shares; and
(iii) during the said period of twelve years and the period of three
months following the date of the publication of the said
advertisement (or, if published on different dates, the later or
latest thereof) the Company shall have received indication neither
of the whereabouts nor of the existence of such member or person;
and
(iv) if the shares in question are listed on the London Stock Exchange,
notice shall have been given to the London Stock Exchange of the
Company's intention to make such sale.
(B). SALE PROCEDURE AND APPLICATION OF PROCEEDS
To give effect to any such sale the Company may appoint some person to
execute as transferor an instrument of transfer of the said shares and
such instrument of transfer shall be as effective as if it had been
executed by the registered holder of, or person entitled by
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transmission to, such shares and the title of the transferee shall not be
affected by any irregularity or invalidity in the proceedings relating
thereto. The Directors may authorise the conversion of shares to be sold
which are certificated shares into uncertificated shares, and vice versa
(so far as is consistent with the Uncertificated Securities Regulations
and the facilities and requirements of the relevant system) for their
transfer to, or in accordance with the directions of, the transferee. The
net proceeds of sale shall belong to the Company which shall be obliged to
account to the former member or other person previously entitled as
aforesaid for an amount equal to such proceeds and shall enter the name of
such former member or other person in the books of the Company as a
creditor for such amount. No trust shall be created in respect of the
debt, no interest shall be payable in respect of the same and the Company
shall not be required to account for any money earned on the net proceeds,
which may 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 Directors may from time to time think fit.
STOCK
49. CONVERSION INTO STOCK
The Company may from time to time by Ordinary Resolution convert any fully
paid shares into stock or reconvert any stock into fully paid shares of
any denomination. If and whenever any shares of any class in the capital
of the Company for the time being shall have been issued and be fully paid
and at that time the shares of that class previously issued shall stand
converted into stock such further shares upon being fully paid shall ipso
facto be converted into stock transferable in the same units as the
existing stock of that class.
50. TRANSFER OF STOCK
The holders of stock may transfer the same or any part thereof in the same
manner and subject to the same regulations as and subject to which the
shares from which the stock arose might previously to conversion have been
transferred (or as near thereto as circumstances admit) but no stock shall
be transferable except in such units (not being greater than the nominal
amount of the shares from which the stock arose) as the Directors may from
time to time determine.
51. RIGHTS OF STOCKHOLDERS
The holders of stock shall according to the amount of the stock held by
them have the same rights, privileges and advantages as regards dividend,
return of capital, voting and other matters as if they held the shares
from which the stock arose; but no such right, privilege or advantage
(except as regards participation in the profits or assets of the Company)
shall be conferred by an amount of stock which would not, if existing in
shares, have conferred such right, privilege or advantage.
SHARE WARRANTS TO BEARER
52(A). POWER TO ISSUE SHARE WARRANTS TO BEARER
Subject to the provisions of the 1985 Act, the Company may issue share
warrants to bearer (each a "Warrant") and the Directors may accordingly,
with respect to any share which is fully paid up and with respect to any
one or more such shares as may be specified from time to time in a Warrant
(in any case in which they shall in their discretion think fit so to do)
issue a Warrant stating that the bearer of the Warrant is entitled to the
shares therein
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specified, and may in any case in which a Warrant is so issued provide by
coupons or otherwise for payment of the future dividends or other moneys
in respect of the shares included in such Warrant.
(B). BEARER DEEMED TO BE A MEMBER
Subject to the provisions of these presents and of the 1985 Act the bearer
of a Warrant shall be deemed to be a member of the Company, and shall be
entitled to the same privileges and advantages as if his name had been
included in the Register of Members as the holder of the shares specified
in such Warrant.
(C). MEETINGS
No person shall, as the bearer of a Warrant, be entitled (a) to sign a
requisition for calling a meeting, or to give notice of intention to
submit a resolution to a meeting, or (b) to attend or vote by himself or
by his proxy or exercise any privilege as a member at a meeting, unless he
shall, in case (a) before or at the time of lodging such requisition, or
giving such notice of intention as aforesaid, or in case (b) four days at
least before the day fixed for the meeting, have deposited at the Office
or a bank to be named or approved by the Company for that purpose the
Warrant in respect of which he claims to act, attend or vote as aforesaid
(the place at which the Warrant is so deposited being in this Article
called "the depository"), and unless the Warrant shall remain so deposited
until after the meeting and any adjournment thereof shall have been held.
The names of more than one person as joint holders of a Warrant shall not
be received.
(D). CERTIFICATE TO ATTEND MEETINGS
To any person so depositing a Warrant there shall be delivered a
certificate stating his name and address, and describing the shares
included in the Warrant so deposited, and bearing the date of issue of the
certificate, and such certificate shall entitle him or his proxy, duly
appointed as hereinafter provided, to attend and vote at any General
Meeting held within three months from the date of the certificate and
prior to delivery up thereof pursuant to paragraph (E) of this Article in
the same way as if he were the registered holder of the shares specified
in the certificate.
(E). RETURN OF WARRANT AFTER MEETING
Upon delivery up of the certificate at the depository, the bearer of the
certificate shall be entitled to receive the Warrant in respect of which
the certificate was given.
(F). EXERCISE OF OTHER RIGHTS
The holder of a Warrant shall not, save as aforesaid, be entitled to
exercise any right as a member unless (if called upon by any Director or
the Secretary so to do) he produce his Warrant or the certificate of its
deposit, and state his name and address.
(G). ISSUE OF NEW WARRANTS
The Directors may issue new Warrants or coupons in such manner, subject to
such conditions and in respect of such number of shares as they think fit
from time to time and the Directors shall be empowered at any time and
from time to time to amend any Warrant then in issue so that by virtue of
such amendments the number of shares which such Warrant from time to time
represents is accurately shown therein provided that no new Warrant or
coupon shall be
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issued in place of one lost unless the Directors are satisfied beyond
reasonable doubt that the original has been destroyed.
(H). TRANSFER OF SHARES INCLUDED IN WARRANT
The shares included in any Warrant shall be transferred by the delivery of
the Warrant without any written transfer and without registration, and to
shares so included the provisions hereinbefore contained with reference to
the transfer of shares shall not apply.
(I). COUPON FOR DIVIDEND
The delivery to the Company or to a duly authorised agent of the Company
of a coupon shall be a good discharge to the Company for the dividend
represented thereby.
(J). SURRENDER OF WARRANT AND REGISTRATION OF HOLDER
Upon surrender of his Warrant to the Company for cancellation, together
with all coupons for the future dividends on the shares comprised in the
Warrant and an application in writing signed by him in such form and
authenticated in such manner as the Directors shall require requesting to
be registered as a member in respect of the shares included in the Warrant
and stating in such application his name, address and occupation, the
bearer of a Warrant shall be entitled to have his name entered as a member
in respect of the shares included in the Warrant, but the Company shall in
no case be responsible for any loss or damage incurred by any person by
reason of the Company entering in its Register of Members, upon surrender
of a Warrant, the name of any person not the true and lawful owner of the
Warrant surrendered.
(K). VARIATION OF TERMS
The Directors may from time to time as they think fit make and vary the
terms and conditions upon which Warrants may be issued and any matters
incidental thereto. Subject to these presents the bearer of a Warrant
shall be subject to the conditions for the time being in force relating to
Warrants whether made before or after the issue of such Warrant.
GENERAL MEETINGS
53. TYPES OF GENERAL MEETINGS
An Annual General Meeting shall be held once in every year, at such time
(within a period of not more than fifteen months after the holding of the
last preceding Annual General Meeting) and place as may be determined by
the Directors. All other General Meetings shall be called Extraordinary
General Meetings.
54. EXTRAORDINARY GENERAL MEETINGS
The Directors may whenever they think fit, and shall on requisition in
accordance with the Statutes, proceed to convene an Extraordinary General
Meeting.
55. APPLICATION TO CLASS MEETING WHERE NO VARIATION OF RIGHTS INVOLVED
The provisions of these presents relating to General Meetings shall apply,
with necessary modifications, to any separate meeting of the holders of
any class of shares of the Company held otherwise than in connection with
the variation or abrogation of the rights attached to shares of the class.
All matters to be resolved at any such separate meeting shall, unless
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otherwise required by these presents or by statute, be resolved by
Extraordinary Resolution, meaning for the purposes of this Article a
resolution duly passed by a majority consisting of not less than
three-quarters of the votes given upon the resolution at such meeting of
which notice specifying the intention to propose the resolution as an
Extraordinary Resolution shall have been duly given.
NOTICE OF GENERAL MEETINGS
56. PERIOD OF NOTICE
An Annual General Meeting and any General Meeting at which it is proposed
to pass a Special Resolution or (save as provided by the Statutes) a
resolution of which special notice has been given to the Company, shall be
called by twenty one days' notice in writing at the least, and any other
General Meeting by fourteen days' notice in writing at the least
(exclusive in either case of the day on which it is served or deemed to be
served and of the day for which it is given) given in manner hereinafter
mentioned to the Auditors and to all members other than such as are not
under the provisions of these presents entitled to receive such notices
from the Company: Provided that a General Meeting notwithstanding that it
has been called by a shorter notice than that specified above shall be
deemed to have been duly called if it is so agreed:-
(A) in the case of an Annual General Meeting, by all the members
entitled to attend and vote thereat; and
(B) in the case of an Extraordinary General Meeting by a majority in
number of the members having a right to attend and vote thereat
being a majority together holding not less than 95 per cent in
nominal value of the shares giving that right.
Provided also that the accidental omission to give any notice of a
meeting, or the accidental omission to send any document relating to any
meeting, or the non-receipt of any such notice or document by any person
entitled thereto shall not invalidate the proceedings at any General
Meeting.
A notice of General Meeting may specify a time, being not more than 48
hours before the time fixed for the meeting, by which a person must be
entered on the Register of Members in order to have the right to attend or
vote at the meeting. Changes made to the entries on the Register of
Members after the time so specified shall be disregarded in determining
the rights of any person to attend or vote at the meeting.
For the purposes of this Article (and without prejudice to the other
provisions of these presents), the cases in which notice in writing is to
be taken as given to a member include any case in which the notice of
meeting is sent, or treated as given, using electronic communications in
accordance with Section 369(4A) and (4B) of the 1985 Act, and the
provisions of subsection (4D) of that Section shall apply in respect of
the publication of such notice on a web site.
57. CONTENTS OF NOTICE
(A) Every notice calling a General Meeting shall specify the place and
the day and hour of the meeting, and there shall appear with
reasonable prominence in every such notice a statement that a member
entitled to attend and vote is entitled to appoint a proxy to attend
and, on a poll, vote instead of him and that a proxy need not be a
member of the Company.
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(B) In the case of an Annual General Meeting, the notice shall also
specify the meeting as such.
(C) In cases where forms of appointment of proxy are sent out with
notices, the accidental omission to send such forms of appointment
of proxy to, or the non- receipt of such forms of appointment of
proxy by, any person entitled to receive notice shall not invalidate
the proceedings at any General Meeting.
(D) In the case of any General Meeting at which business other than
routine business is to be transacted, the notice shall specify the
general nature of such business; and if any resolution is to be
proposed as an Extraordinary Resolution or as a Special Resolution,
the notice shall contain a statement to that effect.
58. ROUTINE BUSINESS
Routine business shall mean and include only business transacted at an
Annual General Meeting of the following classes, that is to say:-
(A) sanctioning or declaring dividends;
(B) considering and adopting the accounts, the reports of the Directors
and Auditors and other documents required to be annexed to the
accounts;
(C) re-appointing the retiring Auditors (unless they were last appointed
otherwise than by the Company in General Meeting);
(D) fixing the remuneration of the Auditors or determining the manner in
which such remuneration is to be fixed;
(E) appointing or re-appointing Directors to fill vacancies arising at
the meeting on retirement by rotation or otherwise.
59. NOTICE OF RESOLUTIONS
The Directors shall on the requisition of members in accordance with the
provisions of the Statutes, but subject as therein provided:-
(A) Give to the members entitled to receive notice of the next Annual
General Meeting, notice of any resolution which may properly be
moved and is intended to be moved at that meeting;
(B) Circulate to the members entitled to have notice of any General
Meeting, any statement of not more than one thousand words with
respect to the matter referred to in any proposed resolution or the
business to be dealt with at that meeting.
60. POSTPONEMENT OF GENERAL MEETINGS
If the Directors, in their absolute discretion, consider that it is
impractical or unreasonable for any reason to hold a General Meeting on
the date or at the time or place specified in the notice calling the
General Meeting, they may postpone the General Meeting to another date,
time and place. When a meeting is so postponed, notice of the date, time
and place of the postponed meeting shall be placed in at least one leading
Scottish and one leading London
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daily newspaper. Notice of the business to be transacted at such postponed
meeting shall not be required.
PROCEEDINGS AT GENERAL MEETINGS
61. OVERFLOW ARRANGEMENTS FOR GENERAL MEETINGS
(A) The Directors may, notwithstanding that the notice of any General
Meeting may specify the place of the meeting (the "principal
place"), at which the chairman of the meeting shall preside, make
arrangements for simultaneous attendance and participation at other
places by members and proxies entitled to attend the General Meeting
but unable to attend and participate at the principal place.
(B) Such arrangements for simultaneous attendance at the meeting may
include arrangements regarding the level of attendance at the other
places provided that they shall operate so that any members and
proxies excluded from attendance at the principal place are able to
attend at one or more of the other places. For the purposes of all
other provisions of these presents any such meeting shall be treated
as being held and taking place at the principal place.
(C) The Directors may, for the purpose of facilitating the organisation
and administration of any General Meeting to which such arrangements
apply, from time to time make arrangements, whether involving the
issue of tickets (on a basis intended to afford all members and
proxies entitled to attend the meeting an equal opportunity of being
admitted to the principal place) or the imposition of some random
means of selection or otherwise as they shall in their absolute
discretion consider to be appropriate, and may from time to time
vary any such arrangements or make new arrangements in their place
and the entitlement of any member or proxy to attend a General
Meeting at the principal place shall be subject to the arrangements
as may be for the time being in force whether stated in the notice
of meeting to apply to that meeting or notified to the members
concerned subsequent to the provision of the notice of the meeting.
62. QUORUM
No business other than the appointment of a chairman of the meeting shall
be transacted at any General Meeting unless a quorum is present at the
time when the meeting proceeds to business. Five members present in person
and entitled to vote at such meeting shall be a quorum for all purposes.
63. IF QUORUM NOT PRESENT
If within fifteen minutes from the time appointed for a General Meeting
(or such longer time not exceeding one hour as the chairman of the meeting
may determine to wait) 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 such other day and at such other time and place
as may have been specified for the purpose in the notice convening the
meeting or (if not so specified) as the chairman of the meeting may
determine; in the latter case, not less than seven days' notice of the
adjourned meeting shall be given in like manner as in the case of the
original meeting. If at such adjourned meeting a quorum is not present
within fifteen minutes from the time appointed for holding the meeting,
the members present in person or by proxy and entitled to vote at such
meeting shall be a quorum.
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64. SECURITY ARRANGEMENTS
The Directors may direct that persons wishing to attend any General
Meeting should submit to such searches or other security arrangements or
restrictions as the Directors shall consider appropriate in the
circumstances and shall be entitled in their absolute discretion to, or to
authorise one or more persons who shall include a Director or the
Secretary or the chairman of the meeting to, refuse entry to, or to eject
from, such General Meeting any person who fails to submit to such searches
or to otherwise comply with such security arrangements or restrictions.
65. CHAIRMAN
The Chairman of the Directors, failing whom one of any Deputy Chairmen
failing whom one of any Vice-Chairmen (to be chosen, if more than one are
present and in default of agreement amongst themselves, by lot) shall
preside as chairman at a General Meeting. If there be no such Chairman or
Deputy Chairman or Vice-Chairman, or if at any meeting none of them be
present within fifteen minutes after the time appointed for holding the
meeting and willing to act, the Directors present shall choose one of
their number (or, if no Director be present or if all the Directors
present decline to take the chair, the members present and entitled to
vote at such meeting shall choose one of their number) to be chairman of
the meeting. The chairman of the meeting who presides pursuant to this
Article may, at any time during a General Meeting of the Company, nominate
any Director of the Company to be the chairman of the meeting for the
remainder of or for any part of the meeting.
66. ORDERLY CONDUCT
The chairman 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 chairman's decision, taken in good faith, on
matters of procedure or arising incidentally from the business of the
meeting shall be final as shall be his determination as to whether any
matter is of such a nature.
67. ENTITLEMENT TO ATTEND AND SPEAK
Each 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 in the Company. The chairman may invite any person to
attend and speak at any General Meeting of the company whom the chairman
considers to be equipped by knowledge or experience of the Company's
business to assist in the deliberations of the meeting.
68. ADJOURNMENTS
The chairman of the meeting may with the consent of any General Meeting at
which a quorum is present (and shall if so directed by the meeting)
adjourn the meeting from time to time (or sine die) and from place to
place. 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 where it
appears to him that (a) the members wishing to attend cannot be
conveniently accommodated in the place appointed for the meeting, (b) the
conduct of persons present prevents or is likely to prevent the orderly
continuation of business or (c) adjournment is otherwise necessary so that
the business of the meeting may be properly conducted. Nothing in this
Article shall limit any other power vested in the chairman to adjourn the
meeting. No business shall be transacted at any adjourned meeting except
business which might lawfully have been transacted at the meeting from
which the adjournment took place.
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The chairman may adjourn the meeting notwithstanding that by reason of
such adjournment some members may be unable to be present at the adjourned
meeting. Any such member may nevertheless (without prejudice to the other
provisions of these presents) execute a form of proxy for the adjourned
meeting which, if delivered by him to the chairman or the Secretary of the
Company, shall be valid even though it is given at less notice than would
otherwise be required by these presents.
69. TIME AND PLACE OF ADJOURNED MEETINGS
When a meeting is adjourned sine die, the time and place for the adjourned
meeting shall be fixed by the Directors. When a meeting is adjourned for
thirty days or more or sine die not less than seven days' notice of the
adjourned meeting shall be given in like manner as in the case of an
original meeting. Save as aforesaid and save as expressly provided in
Article 63, it shall not be necessary to give any notice of an adjournment
or of the business to be transacted at an adjourned meeting.
70. AMENDMENTS TO RESOLUTIONS
If an amendment shall be proposed to any resolution under consideration
but shall in good faith be ruled out of order by the chairman of the
meeting the proceedings on the substantive resolution shall not be
invalidated by any error in such ruling. In the case of a resolution duly
proposed as a Special or Extraordinary Resolution no amendment thereto
(other than a mere clerical amendment to correct a patent error) may in
any event be considered or voted upon. In the case of a resolution duly
proposed as an Ordinary Resolution no amendment thereto (other than an
amendment to correct a patent error) may be considered or voted upon
unless either at least forty-eight hours prior to the time appointed for
holding the meeting or adjourned meeting at which such Ordinary Resolution
is to be proposed notice in writing of the terms of the amendment and
intention to move the same has been lodged at the Office or the chairman
decides in his absolute discretion that it may be considered or voted
upon.
71. METHOD OF VOTING
At any General Meeting a resolution put to the vote of the meeting shall
be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands or on the withdrawal of any
other demand for a poll as hereinafter mentioned) demanded by either:-
(A) the chairman of the meeting; or
(B) not less than three members present in person or by proxy and
entitled to vote: or
(C) the depository for the time being under any deposit agreement
between the Company and such depository providing for the deposit of
any New Preference Shares, provided such depository is present in
person and entitled to vote; or
(D) a member or members present in person or by proxy and representing
not less than one tenth of the total voting rights of all the
members having the right to vote at the meeting; or
(E) a member or members present in person or by proxy and holding shares
in the Company conferring a right to vote at the meeting being
shares on which an aggregate sum has been paid up equal to not less
than one tenth of the total sum paid up on all the shares conferring
that right.
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72. DECLARATION OF RESULT AND CONDUCT OF POLL
A demand for a poll may be withdrawn only with the approval of the
chairman and if it is so withdrawn:-
(a) before the result of a show of hands is declared, the meeting shall
continue as if the demand had not been made; or
(b) after the result of a show of hands is declared, the demand shall
not be taken to have invalidated the result,
but if a demand is withdrawn, the chairman of the meeting or other member
or members so entitled may himself or themselves demand a poll. Unless a
poll be duly demanded (and the demand be not withdrawn), a declaration by
the chairman of the meeting that a resolution has been carried, or carried
unanimously, or by a particular majority, or lost, and an entry to that
effect in the minute book, shall be conclusive evidence of that fact
without proof of the number or proportion of the votes recorded for or
against such resolution. If a poll is duly demanded (and the demand be not
withdrawn), it shall be taken in such manner (including the use of ballot
or voting papers or tickets) as the chairman of the meeting may direct,
and the result of a poll shall be deemed to be the resolution of the
meeting at which the poll was demanded. The chairman of the meeting may
(and if so directed by the meeting shall) appoint scrutineers and may
adjourn the meeting to some place and time fixed by him for the purpose of
declaring the result of the poll.
73. CHAIRMAN'S CASTING VOTE
In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place
or at which the poll is demanded shall be entitled to a casting vote in
addition to the votes to which he may be entitled as a member or as a
representative or proxy of a member.
74. WHEN POLL TO BE TAKEN
A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken either immediately or at such subsequent time
(being not more than thirty days after the date of the meeting at which
the poll was demanded) and place as the chairman may direct. No notice
need be given of a poll not taken immediately.
75. CONTINUANCE OF MEETING
The demand for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which the poll
has been demanded.
VOTES OF MEMBERS
76. RIGHT TO VOTE
Subject to any special rights or restrictions as to voting attached by or
in accordance with these presents to any class of shares and to the
provisions of these presents, on a show of hands every member who is
present in person shall have one vote and on a poll every
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member who is present in person or by proxy shall have one vote for each
25p in nominal amount of the shares held by him.
77. VOTES OF JOINT HOLDERS
In the case of joint holders of a share the vote of the senior who tenders
a vote, whether in person or by proxy, shall be accepted to the exclusion
of the votes of the other joint holders and for this purpose seniority
shall be determined by the order in which the names stand in the Register
of Members in respect of the joint holding.
78. MEMBER UNDER INCAPACITY
A member who is a patient for any purpose of any statute relating to
mental health or in respect of whom an order has been made by any court
having jurisdiction for the protection or management of the affairs of
persons incapable of managing their own affairs, may vote, whether on a
show of hands or on a poll, by his committee, receiver, curator bonis or
other person in the nature of a committee, receiver or curator bonis
appointed by such court, and any such committee, receiver, curator bonis
or other person may, on a poll, vote by proxy, provided that such evidence
as the Directors may require of the authority of the person claiming to
vote shall have been deposited at the Transfer Office, or at such other
place (if any) as is specified for the delivery of instruments of proxy in
accordance with these presents, not less than forty eight hours before the
time appointed for holding the meeting or adjourned meeting or (in the
case of a poll taken otherwise than at, or on the same day as, the meeting
or adjourned meeting) for the taking of the poll at which it is desired to
vote.
79. CALLS IN ARREARS
No member shall, unless the Directors otherwise determine, be entitled in
respect of shares held by him to vote at a General Meeting either
personally or by proxy or to exercise any other right conferred by
membership in relation to meetings of the Company if any call or other sum
presently payable by him to the Company in respect of shares in the
Company remains unpaid.
80. OBJECTION TO VOTING
If (i) any objection shall be raised to the qualification of any person to
vote or to the admissibility of any vote or (ii) any votes have been
counted which ought not to have been counted or which might have been
rejected or (iii) any votes are not counted which ought to have been
counted, the objection or error shall not vitiate the decision of the
meeting or adjourned meeting on any resolution unless the same is raised
or pointed out at the meeting or, as the case may be, the adjourned
meeting at which the vote objected to is given or tendered or at which the
error occurs. Any objection or error raised or pointed out in due time
shall be referred to the chairman of the meeting and shall only vitiate
the decision of the meeting on any resolution if the chairman decides that
the same may have affected the decision of the meeting. The decision of
the chairman on such matters shall be final and conclusive.
81. VOTES ON A POLL
On a poll votes may be given either personally or by proxy and a person
entitled to more than one vote need not use all his votes or cast all the
votes he uses in the same way.
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82. PROXY NEED NOT BE A MEMBER
A proxy need not be a member of the Company.
83. FORM AND EXECUTION OF PROXIES
An appointment of a proxy shall be in any usual or common form or in any
other form which the Directors may prescribe or accept and, in the case of
an instrument in writing:-
(a) in the case of an individual shall be signed by the appointor or by
his attorney; and
(b) in the case of a corporation shall be either given under its common
seal or executed in any manner prescribed by the Statutes to have
the same effect as if given under the common seal of the corporation
or signed on its behalf by an attorney or duly authorised officer of
the corporation.
The Directors may, but shall not be bound to, require evidence of the
authority of any such attorney or officer. The signature on such
instrument need not be witnessed.
An appointment of a proxy may be contained in an electronic communication
in accordance with these presents, authenticated or executed in such a
manner as is specified by the Directors.
84. DELIVERY OF FORMS OF PROXY
(A) An appointment of a proxy (together with any evidence of authority
required by the directors pursuant to the immediately preceding
Article) must:-
(a) in the case of an instrument in writing, be delivered to such
place or one of such places (if any) as may be specified for
that purpose in, or by way of note to, or in any documents
accompanying, the notice convening the meeting or any notice
of any adjournment (or, if no place is so specified, to the
Transfer Office); and
(b) in the case of an appointment contained in an electronic
communication, be received at such address as may have been
specified for that purpose in (i) the notice convening the
meeting or notice of any adjournment, (ii) any instrument of
proxy sent out by the Company in relation to the meeting or
adjourned meeting, or (iii) any invitation contained in an
electronic communication to appoint a proxy issued by the
Company in relation to the meeting or adjourned meeting,
in each case not later than forty-eight hours before the time
appointed for the holding of the meeting or adjourned meeting or (in
the case of a poll taken otherwise than at, or on the same day as,
the meeting or adjourned meeting) for the taking of the poll at
which it is to be used, and, subject to paragraph (B) of this
Article, in default shall not be treated as valid; provided that an
appointment of a proxy relating to more than one meeting (including
any adjournment thereof) having once been so delivered or received
for the purposes of any meeting shall not require again to be
delivered or received in relation to any subsequent meetings to
which it relates. No appointment of a proxy shall be valid after the
expiration of twelve months from the date stated in it as the date
of its execution or, in the case of an appointment contained in an
electronic communication, the date it was sent.
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(B) A Director, the Secretary or some person authorised for the purpose
by the Secretary may, in the case of an instrument appointing a
proxy in writing:
(a) accept a photocopy, or a copy delivered by facsimile
transmission, of the instrument appointing the proxy (and of
the power of attorney (if any) under which it is signed, or a
copy of such authority certified notarially or in some other
way approved by the Directors); and/or
(b) accept an instrument appointing a proxy which has not been
properly executed or is not supported by the relevant
documents as required by paragraph (A) of this Article
as a valid instrument of proxy where such person determines, in good
faith, that the documents deposited indicate in sufficient detail
the member's intention to appoint a proxy.
85. DIFFERING PROXIES
When two or more valid but differing appointments of proxy are delivered
in respect of the same share for use at the same meeting, the one which is
last delivered or 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 delivered or received none of them shall be treated as valid in
respect of that share.
86. ISSUE OF FORMS OF PROXY
Subject to the provisions of the Statutes, the Directors may, if they
think fit, at the expense of the Company, issue forms of proxy for use by
the members with or without prepaid postage and with or without inserting
therein the names of any of the Directors or any other person as proxies.
87. RIGHTS CONFERRED BY FORM OF PROXY
An appointment of a proxy shall be deemed to include the right to demand
or join in demanding a poll but shall not confer any further right to
speak at the meeting, except with the permission of the chairman of the
meeting, and shall be deemed to confer authority to vote on any resolution
or amendment of a resolution put to the meeting for which it is given
(including, for the avoidance of doubt, any resolution which properly
comes before the meeting where notice of the same was not included in the
notice of the meeting nor specific reference thereto made in the
appointment of a proxy) as the proxy thinks fit. An appointment of a proxy
shall, unless the contrary is stated thereon, be valid as well for any
adjournment of the meeting as for the meeting to which it relates.
88. INTERVENING EVENTS
A vote cast by proxy shall not be invalidated by the previous death or
insanity of the principal or by the revocation of the appointment of proxy
or of the authority under which the appointment was executed provided that
no intimation of such death, insanity or revocation shall have been
received by the Company at the Transfer Office or such other place (if
any) as is specified for the delivery of instruments of proxy or, in the
case of an appointment of proxy contained in an electronic communication,
at the address at which such appointment was duly received, in each case
in accordance with these presents prior to one hour before the
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commencement of the meeting or adjourned meeting or (in the case of a poll
taken otherwise than at, or on the same day as the meeting or adjourned
meeting) the time appointed for the taking of the poll at which the vote
is cast.
RESTRICTIONS ON VOTING AND OTHER SHARE RIGHTS
89(A). DISENFRANCHISEMENT
Without prejudice to any other rights or remedies of the Company where, in
respect of any shares in the Company ("the default shares", which
expression shall include any further shares which are allotted or issued
in respect of such shares), any holder of such shares or other person
appearing to be interested in such shares fails to comply with any notice
(in this Article called a "statutory notice") given to that holder or
other person by the Company pursuant to Part VI of the 1985 Act or, in
purported compliance with such a statutory notice, makes a statement which
is false in a material particular, then not earlier than fourteen days
after the service of such statutory notice, the Directors may serve upon
such holder a notice (in this Article called a "disenfranchisement
notice") stating or to the effect that the default shares and, if the
Directors so determine, any other shares held by the holder shall from the
service of the disenfranchisement notice confer on him, and on any
transferee to which any of such shares are transferred other than pursuant
to an approved transfer (as defined in paragraph (D) of this Article) or
pursuant to paragraph (B)(i) of this Article, no right to attend or vote,
in person or by proxy, either at any General Meeting of the Company or at
any separate General Meeting of the holders of the shares of the relevant
class or to exercise any other right conferred by membership in relation
to any such meeting.
(B). OTHER RESTRICTIONS
Where the default shares are Ordinary Shares representing at least 0.25
per cent in nominal value of the issued ordinary share capital as at the
date of service of the disenfranchisement notice, the disenfranchisement
notice may also at the discretion of the Directors (subject in the case of
(i) below, to the requirements of the Uncertificated Securities
Regulations) direct that:-
(i) no transfer of any of the shares held by such holder shall be
registered unless (a) such holder is not himself in default as
regards supplying the information requested and the transfer is part
only of such holder's holding and, when presented for registration,
is accompanied by a certificate by such holder in a form
satisfactory to the Directors to the effect that, after due and
careful enquiry, such holder is satisfied that no person in default
as regards supplying such information is interested in any of the
shares the subject of the transfer or (b) such transfer is an
approved transfer; and/or
(ii) any dividend or other moneys which would otherwise be payable on the
default shares shall be retained by the Company in whole or in part
without any liability to pay interest thereon when such moneys are
finally paid to such holder and the holder shall not be entitled to
elect pursuant to Article 143 to receive shares instead of that
dividend.
(C). CESSATION OF DISENFRANCHISEMENT
Any disenfranchisement notice shall have effect in relation to default
shares in accordance with its terms but shall cease to have effect:-
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(i) on the expiry of seven days after the Company has received in
writing all information required by it in respect of those default
shares pursuant to every statutory notice served on the holder of
such shares and each other person appearing to be interested in such
shares; or
(ii) when the Company receives notice that an approved transfer to a
third party has occurred; or
(iii) if and to the extent that the Directors so determine.
(D). PERSON INTERESTED IN SHARES; APPROVED TRANSFERS
For the purposes of this Article 85:-
(a) a person shall be treated as appearing to be interested in any
shares if the holder of such shares has given to the Company a
notification under Section 212 of the 1985 Act and either (a) the
holder has named such person as being so interested, or (b) (after
taking into account the said notification and any other relevant
Section 212 notification) the Company knows or has reasonable cause
to believe that the person in question is or may be interested in
the shares; and
(b) A transfer of Ordinary Shares is an approved transfer if, but only
if:-
(i) it is a transfer to an offeror by way of or in pursuance of
acceptance of a takeover offer (as defined for the purposes of
Part XIIIA of the 1985 Act) for the Company; or
(ii) the Directors are satisfied that the transfer is made pursuant
to a bona fide sale of the whole of the beneficial ownership
of the shares to a person unconnected with the holder or with
any other person appearing to be interested in such shares
(including any such sale made through a recognised investment
exchange or any stock exchange outside the United Kingdom on
which the Company's ordinary shares (or rights in respect of
those shares) are normally traded). For the purposes of this
sub-paragraph (ii) any associate (as defined in Section 435 of
the Insolvency Act 1986) shall be included amongst the persons
who are connected with the holder or any person appearing to
be interested in such shares.
CORPORATIONS ACTING BY REPRESENTATIVES
90. AUTHORITY OF REPRESENTATIVES
Any corporation which is a member of the Company may by resolution of its
directors or other governing body authorise such person as it thinks fit
to act as its representative at any meeting of the Company or of any class
of members of the Company. The person so authorised shall be entitled to
exercise the same powers on behalf of such corporation as the corporation
could exercise if it were an individual member of the Company and such
corporation shall for the purposes of these presents be deemed to be
present in person at any such meeting if a person so authorised is present
thereat.
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DIRECTORS
91. LIMIT ON NUMBER OF DIRECTORS
Subject as hereinafter provided the Directors shall not be more than
twenty-five in number. The Company may by Ordinary Resolution from time to
time vary the maximum number of Directors.
92. DIRECTORS NEED NOT BE MEMBERS
A Director shall not be required to hold any shares of the Company by way
of qualification. A Director who is not a member of the Company shall
nevertheless be entitled to receive notice of and attend and speak at
General Meetings and all separate meetings of the holders of any class of
shares of the Company.
93. DIRECTORS' FEES
Each of the Directors may be paid a fee at such rate as may from time to
time be determined by the Directors provided that, (a) the aggregate of
all fees so paid to Directors shall not exceed L250,000 per annum or
such higher amount as may from time to time be decided by ordinary
resolution of the Company, (b) the Directors shall have no authority or
power under this Article to determine the fees payable in respect of any
period commencing prior to 15 January 1999, and (c) unless and until the
Directors exercise their authority and power under this Article to
determine the fees payable to a Director, such Director shall be entitled
to ordinary remuneration at the rate last determined pursuant to Article
89 of the Articles of Association of the Company in force immediately
prior to adoption of these presents. Such fees shall accrue from day to
day and in the case of any Director shall, unless and to the extent that
the Directors otherwise determine, be independent of any remuneration to
which such Director may be entitled under any other provision of these
articles or in respect of any other office or appointment under the
Company or any other company in which the Company may be interested.
94. EXPENSES
The Directors may repay to any Director all such reasonable expenses as he
may incur in attending and returning from meetings of the Directors or of
any committee or General Meetings or otherwise in or about the business of
the Company or the discharge of his duties as a Director, including
(without limitation) any professional fees incurred by him (with the
approval of the Directors or in accordance with any procedures stipulated
by the Directors) in taking independent advice in connection with the
discharge of such duties.
95. EXTRA REMUNERATION
Any Director who is appointed to any executive office (including for this
purpose the office of Chairman or Deputy Chairman or Vice-Chairman whether
or not such office is held in an executive capacity) or who serves on any
committee or who otherwise performs services which in the opinion of the
Directors are outside the scope of the ordinary duties of a Director, may
be paid such extra remuneration by way of salary, commission or otherwise
as the Directors may determine.
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96(A). RETIREMENT AND OTHER BENEFITS
Without prejudice to the general power of the Directors under these
presents to exercise on behalf of the Company (by establishment or
maintenance of schemes or otherwise) all the powers of the Company to give
or procure the giving of pensions, annuities or other allowances or
benefits to or for the benefit of any person, and without restricting the
generality of their other powers, the Directors shall have power to pay
and agree to pay pensions or other retirement, superannuation, death or
disability benefits or other allowances and benefits to any Director or
ex-Director of the Company or of any company which is a subsidiary
undertaking of the Company or is allied to or associated with the Company
or any such subsidiary undertaking or of any predecessor in business of
the Company or any other company as aforesaid and to the husbands, wives,
widowers, widows, children, families, dependants and personal
representatives of any such Director or ex-Director, and for the purpose
of providing any such pensions or other benefits to establish or
contribute to any trust, scheme, association, arrangement or fund or to
pay premiums, and shall have power to establish trusts, schemes,
associations, arrangements or funds considered to be for the benefit of
any such persons aforesaid. A Director or ex-Director shall not be
accountable to the Company or the members for any such pension, allowance
or other benefit and the receipt of the same shall not disqualify any
person from being or becoming a Director of the Company.
(B). INSURANCE
Without prejudice to the provisions of Article 169, the Directors shall
have the power to purchase and maintain insurance for or for the benefit
of any persons who are or were at any time directors, officers or
employees of the Company, or of any other company which is its holding
company or in which the Company or such holding company or any of the
predecessors of the Company or of such holding company has any interest,
whether direct or indirect, or which is in any way allied to or associated
with the Company, or of any subsidiary undertaking of or any other body,
whether or not incorporated ("body"), owned by or in which an interest is
owned by the Company or any such other company, or who are or were at any
time trustees of any pension fund or employees' share scheme in which
employees of the Company or any such other company or subsidiary
undertaking or body are interested, including (without prejudice to the
generality of the foregoing) insurance against any liability incurred by
such persons in respect of any act or omission in the actual or purported
execution and/or discharge of their duties and/or the exercise or
purported exercise of their powers and/or otherwise in relation to or in
connection with their duties, powers or offices in relation to the Company
or any such other company, subsidiary undertaking, body, pension fund or
employees' share scheme.
97(A). DIRECTORS' INTERESTS IN CONTRACTS WITH THE COMPANY
Subject to the provisions of the Statutes and Article 113, a Director or
alternate Director may be a customer of the Company or of any of its
subsidiary undertakings or be party to or in any way interested in any
contract or arrangement or transaction to which the Company is a party or
in which the Company is in any way interested and he may hold and be
remunerated (in addition to any other remuneration provided for by or
pursuant to any other Article) in respect of any office or place of profit
(other than the office of Auditor of the Company or any subsidiary
thereof) under the Company or any other company in which the Company is in
any way interested and he (or any firm of which he is a member) may act in
a professional capacity for the Company or any such other company and be
remunerated therefor and in any such case as aforesaid (unless otherwise
agreed) the Director may retain for his own absolute use and benefit all
profits and advantages accruing to him thereunder or in consequence
thereof.
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(B). APPOINTMENTS WITH OTHER COMPANIES
A Director of the Company may be or become a director or other officer of,
or otherwise interested in, any undertaking promoted by the Company or in
which the Company may be interested, and (unless otherwise agreed) shall
not be accountable to the Company or the members for any remuneration,
profit or other benefit received by him as a director or officer of, or
from his interest in, such other undertaking. The Directors may also cause
the voting power conferred by the shares in any other undertaking held or
owned by the Company to be exercised in such manner in all respects as
they think fit, including the exercise thereof in favour of any resolution
appointing themselves or any of them to be directors, officers or servants
of such other undertaking, or voting or providing for the payment of
remuneration to the directors, officers or servants of such other
undertaking.
98(A). EXECUTIVE OFFICE
The Directors may from time to time appoint one or more of their body to
be holder of any executive office (including, where considered
appropriate, the office of Chairman, Deputy Chairman or Vice-Chairman,
Managing, Joint Managing, Deputy or Assistant, Managing Director or Chief,
Deputy Chief or Assistant Chief Executive) on such terms and for such
period as they may (subject to the provisions of the Statutes) determine
and without prejudice to the terms of any contract entered into in any
particular case, may at any time revoke any such appointment.
(B). WHEN TERMINATION OF APPOINTMENT AUTOMATIC
The appointment of any Director to any of the executive offices
specifically mentioned in paragraph (A) above shall automatically
determine if he ceases to be a Director but without prejudice to any claim
for damages for breach of any contract of service between him and the
Company.
(C). WHEN TERMINATION OF APPOINTMENT NOT AUTOMATIC
The appointment of any Director to any other executive office shall not
automatically determine if he ceases from any cause to be a Director,
unless the contract or resolution under which he holds office shall
expressly state otherwise in which event the termination of his office if
he ceases to be a Director shall be without prejudice to any claim for
damages for breach of any contract of service between him and the Company.
99. DELEGATION OF POWERS
The Directors may entrust to and confer upon any Director any of the
powers exercisable by them as Directors upon such terms and conditions and
with such restrictions as they think fit, and either collaterally with or
to the exclusion of their own powers, and may from time to time revoke,
withdraw, alter or vary all or any of such powers.
APPOINTMENT AND RETIREMENT OF DIRECTORS
100. AGE LIMIT
Any provisions of the Statutes which, subject to the provisions of these
presents, would have the effect of rendering any person ineligible for
appointment as a Director or liable to vacate office as Director on
account of his having reached any specified age or of requiring special
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notice or any other special formality in connection with the appointment
of any Director over a specified age shall apply to the Company.
101. VACATION OF OFFICE OF DIRECTOR
The office of a Director shall be vacated in any of the following events,
namely:-
(A) if pursuant to any provisions of the Statutes he is removed or
prohibited from being a Director;
(B) if he shall resign by writing under his hand left at the Office or
if he shall tender his resignation and the Directors shall resolve
to accept the same;
(C) if he shall have a receiving order made against him, become
bankrupt, apparently insolvent, execute a trust deed for behalf of
his creditors or shall compound with his creditors generally;
(D) if he shall become of unsound mind or otherwise incapax;
(E) if he shall be absent from meetings of the Directors for three
months without leave and his alternate Director (if any) shall not
during such period have attended in his stead and the Directors
shall resolve that his office be vacated; or
(F) if he shall be removed from office by notice in writing served upon
him signed by all his co-Directors, but so that in the case of a
Director holding an executive office which automatically determines
on his ceasing to be a Director such removal shall be deemed an act
of the Company and shall have effect without prejudice to any claim
for damages in respect of the consequent termination of his
executive office.
102. RETIREMENT OF DIRECTORS BY ROTATION
At the Annual General Meeting in each year any Director bound to retire
under Article 108 and one-third of the other Directors for the time being
(or, if their number is not three or a multiple of three, the number
nearest to one-third) shall retire from office, but: --
(a) if any Director has at the start of the Annual General Meeting in
any year been in office for three years or more since his last
appointment or re-appointment (or would be if the Annual General
Meeting in that year was on a date numerically corresponding to the
date of his last appointment or re-appointment), he shall retire;
and
(b) if there is only one Director who is subject to retirement by
rotation, he shall retire.
103. SELECTION OF DIRECTORS TO RETIRE
The Directors to retire by rotation shall include (so far as necessary to
obtain the number required) any Director who wishes to retire and not to
offer himself for re-election. Any further Directors so to retire shall be
those of the other Directors subject to retirement by rotation who have
been longest in office since their last re-election or appointment and so
that as between persons who become or were last re-elected Directors on
the same day those to retire shall (unless they otherwise agree among
themselves) be determined by lot. The Directors to retire on each occasion
(both as to number and identity) shall be determined by the composition of
the Board of Directors of the Company at the date of the notice convening
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the Annual General Meeting and no Director shall be required to retire or
be relieved from retiring by reason of any change in the number or
identity of the Directors after the date of such notice but before the
close of the meeting. Subject in the case of a Director who is over the
age of seventy to a resolution of which special notice has been given
being passed as required by Section 293(5) of the 1985 Act, a retiring
Director shall be eligible for re-election.
104. WHEN DIRECTORS DEEMED TO BE REAPPOINTED
The Company at the meeting at which a Director retires under any provision
of these presents may (subject to Article 106) by Ordinary Resolution fill
up the office being vacated by electing thereto the retiring Director or
some other person eligible for appointment. In default the retiring
Director shall be deemed to have been re-elected except in any of the
following cases:-
(A) where at such meeting it is expressly resolved not to fill up such
office or a resolution for the re-election of such Director is put
to the meeting and lost;
(B) where such Director has given notice in writing to the Company that
he is unwilling to be re-elected;
(C) where the default is due to the moving of a resolution in
contravention of the next following Article;
(D) where such Director has attained any retiring age applicable to him
as Director;
(E) where, if such Director was re-elected, he would be required to
vacate the office of Director pursuant to Article 101.
The retirement shall not have effect until the conclusion of the meeting
except where a resolution is passed to elect some other person in the
place of the retiring Director or a resolution for his re-election is put
to the meeting and lost and accordingly a retiring Director who is
re-elected or deemed to have been re-elected will continue in office
without break, save that notwithstanding the provisions of Section 293(6)
of the 1985 Act, a person re-appointed a Director on retiring on account
of age, or a person appointed at an Annual General Meeting in place of a
Director so retiring, shall be deemed for the purpose of the rotation of
Directors to have been elected at the meeting at which he was so
re-appointed or appointed and not before.
105. RESOLUTION
A resolution for the appointment of two or more persons as Directors by a
single resolution shall not be moved at any General Meeting unless a
resolution that it shall be so moved has first been agreed to by the
meeting without any vote being given against it; and any resolution moved
in contravention of this provision shall be void.
106. NOTICE OF INTENTION TO APPOINT A DIRECTOR
No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for election, be eligible for appointment as
a Director at any General Meeting unless not less than seven nor more than
forty two days (inclusive of the date on which the notice is given) before
the day appointed for the meeting there shall have been left at the
Office, addressed to the Secretary, notice in writing signed by some
member (other than the
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person to be proposed) duly qualified to attend and vote at the meeting
for which such notice is given of his intention to propose such person for
appointment stating the particulars which would, if he were so appointed,
be required to be included in the Company's Register of Directors together
with notice in writing signed by the person to be proposed of his
willingness to be elected.
107. REMOVAL AND REPLACEMENT OF DIRECTORS
The Company may in accordance with and subject to the provisions of the
Statutes by Ordinary Resolution of which special notice has been given
remove any Director from office notwithstanding any provision of these
presents or of any agreement between the Company and such Director, but
without prejudice to any claim he may have for damages for breach of any
such agreement, and by Ordinary Resolution appoint another person in place
of a Director so removed from office and any person so appointed shall be
treated for the purpose of determining the time at which he or any other
Director is to retire by rotation as if he had become a Director on the
day on which the Director in whose place he is appointed was last elected
as a Director. In default of such appointment the vacancy arising upon the
removal of a Director from office may be filled by the Directors as a
casual vacancy.
108. APPOINTMENT BY ORDINARY RESOLUTION OR BY DIRECTORS
The Company may by Ordinary Resolution appoint any person to be a Director
either to fill a casual vacancy or as an additional Director. Without
prejudice and in addition thereto, the Directors shall have the power at
any time so to do, but so that the total number of Directors shall not at
any time exceed the maximum number (if any) fixed by or in accordance with
these presents. Any person so appointed by the Directors shall hold office
only until the next Annual General Meeting and shall then be eligible for
re-election, but shall not be taken into account in determining the number
of Directors who are to retire by rotation at such meeting.
ALTERNATE DIRECTORS
109(A).POWER TO APPOINT ALTERNATE DIRECTORS
Any Director (other than an alternate Director) may at any time by writing
under his hand and deposited at the Office, or received by the Secretary
or delivered at a meeting of the Directors, appoint any person (including
another Director) to be his alternate Director and may in like manner at
any time terminate such appointment. If such alternate Director is not
another Director, such appointment, unless previously approved by the
Directors, shall have effect only upon and subject to being so approved.
(B). TERMINATION
The appointment of an alternate Director shall automatically determine on
the happening of any event which if he were a Director would cause him to
vacate such office or if his appointor ceases to be a Director or if the
approval of the Directors to his appointment is withdrawn. An alternate
Director may by writing under his hand left at the Office resign such
appointment.
(C). ALTERNATE TO RECEIVE NOTICES
An alternate Director shall (except when absent from the United Kingdom)
be entitled, if his appointor so requests, to receive notices of meetings
of the Directors to the same extent as, but in lieu of, the Director
appointing him and shall be entitled to attend and vote as a
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Director and be counted for the purposes of a quorum at any such meeting
at which the Director appointing him is not personally present and
generally at such meeting to perform all functions, powers and duties of
his appointor as a Director and for the purposes of the proceedings at
such meeting the provisions of these presents shall apply as if he were a
Director. If he shall himself be a Director or shall attend any such
meeting as an alternate for more than one Director his voting rights shall
be cumulative. If his appointor is for the time being absent from the
United Kingdom or temporarily unable to act through ill-health or
disability his signature to any resolution in writing of the Directors
shall be as effective as the signature of his appointor. To such extent as
the Directors may from time to time determine in relation to any
committees formed under Article 118 the foregoing sentences shall also
apply mutatis mutandis to any meeting of any such committee of which his
appointor is a member. An alternate Director shall not (save as aforesaid)
have power to act as a Director nor shall he be deemed to be a Director
for the purposes of these presents.
(D). ALTERNATE MAY BE PAID EXPENSES BUT NOT REMUNERATION
An alternate Director may be repaid expenses, and shall be entitled to be
indemnified, by the Company to the same extent mutatis mutandis as if he
were a Director but he shall not be entitled to receive from the Company
any remuneration except only such proportion (if any) of the remuneration
otherwise payable to his appointor as such appointor may by notice in
writing to the Company from time to time direct.
PROCEEDINGS OF DIRECTORS
110(A).MEETINGS OF DIRECTORS
Subject to the provisions of these presents, the Directors may meet
together for the despatch of business, adjourn and otherwise regulate
their meetings as they think fit. Questions arising at any meeting shall
be determined by a majority of votes. In case of an equality of votes the
chairman of the meeting shall have a second or casting vote. A Director
may, and the Secretary on the requisition of a Director shall, at any time
summon a meeting of the Directors. Notice of a meeting of Directors shall
be deemed to be properly given to a Director if it is given to him
personally or by word of mouth or sent in writing or by electronic
communication 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 that notices of meetings of
Directors shall during his absence be sent in writing or by electronic
communication to him at an address given by him to the Company for this
purpose, but such notices need not be given any earlier than notices given
to Directors not so absent and if no such request is made it shall not be
necessary to give notice of a meeting of Directors to any Director who is
for the time being absent from the United Kingdom. A Director may waive
notice of any meeting either prospectively or retrospectively.
(B). PARTICIPATION IN MEETINGS BY TELEPHONE
Any one or more (including, without limitation, all) of the Directors, or
any committee of the Directors, may participate in a meeting of the
Directors or of such committee:-
(a) by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear
each other at the same time; or
(b) by a succession of telephone calls to Directors from the chairman of
the meeting following disclosure to them of all material points.
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Participating by such means shall constitute presence in person at a
meeting. Such meeting shall be deemed to have occurred, in the case of
(a), at the place where most of the Directors participating are present
or, if there is no such place, where the chairman of the meeting is
present and, in the case of (b), where the chairman of the meeting is
present.
111. AUTHORITY TO VOTE
A Director who is unable to attend any meeting of the Directors and has
not appointed an alternate Director may authorise any other Director to
vote for him at that meeting, and in that event the Director so authorised
shall have a vote for each Director by whom he is so authorised in
addition to his own vote. Any such authority must be in writing or by
cable. telegram, telex or facsimile which must be produced at the meeting
at which the same is to be used and be left with the Secretary for
retention.
112. QUORUM
The quorum necessary for the transaction of the business of the Directors
may be fixed by the Directors and unless so fixed at any other number
shall be three. A meeting of the Directors at which a quorum is present
shall be competent to exercise all powers and discretions for the time
being exercisable by the Directors.
113. DIRECTORS' INTERESTS
A Director who is in any way, whether directly or indirectly, interested
in a contract or proposed contract (or any transaction or arrangement
whether or not constituting a contract) with the Company shall declare the
nature of his interest in accordance with the provisions of the Statutes.
114(A).RESTRICTIONS ON VOTING
Save as herein provided, a Director shall not vote at any meeting of the
Directors in respect of any contract or arrangement or any other proposal
whatsoever in which he has an interest which (together with any interest
of any person connected with him within the meaning of Section 346 of the
1985 Act) is, to his knowledge, a material interest (otherwise than by
virtue of his interests in shares or debentures or other securities of, or
otherwise in or through, the Company). A Director shall not be counted in
the quorum at a meeting in relation to any resolution on which he is
debarred from voting.
(B). WHERE INTEREST DOES NOT PREVENT VOTING
Subject to the provisions of the Statutes a Director shall (in the absence
of some other material interest than is indicated below) be entitled to
vote (and be counted in the quorum) in respect of any resolution
concerning any of the following matters, namely:-
(i) the giving of any security or indemnity to him pursuant to Article
168 or in respect of money lent or obligations incurred by him at
the request of or for the benefit of the Company or any of its
subsidiary undertakings;
(ii) the giving of any security or indemnity to a third party in respect
of a debt or obligation of the Company or any of its subsidiary
undertakings for which he himself has assumed responsibility in
whole or in part under a guarantee or indemnity or by the giving of
security;
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(iii) any proposal concerning an offer of shares or debentures or other
securities of or by the Company or any of its subsidiary
undertakings for subscription or purchase in which offer he is or
may be entitled to participate as a holder of securities or in the
underwriting or sub-underwriting of which he is to participate;
(iv) any proposal concerning any other company (not being a company in
which he owns one per cent or more) in which he is interested,
directly or indirectly and whether as an officer, or shareholder,
creditor or otherwise howsoever;
(v) any proposal concerning the adoption, modification or operation of a
pension fund or retirement death or disability benefits scheme or
employees' share scheme which relates both to Directors and
employees of the Company or of any of its subsidiary undertakings
and does not provide in respect of any Director as such any
privilege or advantage not accorded to the employees to which the
fund or scheme relates;
(vi) any contract or arrangement for the benefit of employees of the
Company or of any of its subsidiary undertakings under which he
benefits or stands to benefit in a similar manner to the employees
and which does not accord to any Director as such any privilege or
advantage not accorded to the employees to whom the contract or
arrangement relates; and;
(vii) any proposal concerning insurance which the Company proposes to
purchase and/or maintain for the benefit of any Directors of the
Company or for persons who include Directors of the Company,
provided that for the purposes of this sub-paragraph (vii),
insurance shall mean only insurance against liability incurred by a
Director in respect of any act or omission by him referred to in
Article 96(B), or any other insurance which the Company is empowered
to purchase and/or maintain for, or for the benefit of, any groups
of persons consisting of or including Directors of the Company.
For the purposes of sub-paragraph (iv) above, a company shall be deemed to
be one in which a Director owns one per cent or more if and so long as
(but only if and so long as) he, taken together with any person connected
with him within the meaning of Section 346 of the 1985 Act, is to his
knowledge (either directly or indirectly) the holder of or beneficially
interested in 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. For the purpose of this paragraph there shall be disregarded
any shares held by the Director or any such person as simple trustee under
the laws of Scotland or bare or custodian trustee under the laws of
England and Wales and in which he has no beneficial interest, any shares
comprised in a trust in which his, or any such person's, interest is in
reversion or remainder or fee if and so long as some other person is
entitled to receive the income of the trust, and any shares comprised in
an authorised unit trust scheme in which he, or any such person, is
interested only as a unit holder. Where a company in which a Director owns
one per cent or more is materially interested in a contract or arrangement
or other proposal, he also shall be deemed to be materially interested in
that contract, arrangement or other proposal.
(C). CONSIDERATION OF MATTERS INVOLVING TWO OR MORE DIRECTORS
Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more
Directors to offices or employments with the Company or any company in
which the Company is interested, such proposals may be divided and
considered in relation to each Director separately and in such case each
of the Directors concerned (if not debarred from voting under paragraph
(B)(iv) of this Article)
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shall be entitled to vote (and be counted in the quorum) in respect of
each resolution except that concerning his own appointment.
(D). MATERIALITY OF DIRECTORS' INTERESTS
If any question shall arise at any meeting as to the materiality of a
Director's interest or as to the entitlement of any Director to vote and
such question is not resolved by his voluntarily agreeing to abstain from
voting, such question shall be referred to the chairman of the meeting (or
in the case of a question as to the materiality of an interest or
entitlement to vote of the chairman, one of the Deputy Chairmen or in his
absence one of the Vice-Chairmen) and his ruling in relation to any other
Director shall be final and conclusive except in a case where the nature
or extent of the interests of such Director has not been fairly disclosed.
(E). ALTERNATE DIRECTORS
In relation to an alternate Director, the interest of his appointor shall,
for the purposes of this Article, be treated as the interest of the
alternate Director in addition to an interest which the alternate Director
otherwise has. This Article applies to an alternate Director as if he were
a Director.
(F). RELAXATION OF PROVISIONS
Subject to the Statutes, the Company may by Special Resolution suspend or
relax the provisions of this Article to any extent or ratify any
transaction not duly authorised by reason of a contravention of this
Article.
115. PROCEEDINGS IN CASE OF VACANCIES
The continuing Directors may act notwithstanding any vacancies in their
number, but if and so long as the number of Directors is reduced below the
number fixed by or in accordance with these presents as the necessary
quorum of Directors the continuing Directors or Director may act for the
purpose of filling up such vacancies or of summoning General Meetings of
the Company, but not for any other purpose. If there be no Directors or
Director able or willing to act, then any two members may summon a General
Meeting for the purpose of appointing Directors.
116. CHAIRMAN
The Directors may elect a Chairman and one or more Deputy Chairmen and one
or more Vice-Chairmen and determine the period for which each is to hold
office. The Chairman or, in his absence, one of any Deputy Chairmen or, in
his absence, one of any Vice-Chairmen shall preside at meetings of the
Directors, but if no Chairman or Deputy Chairman or Vice- Chairman shall
have been appointed, or if at any meeting none of them be present within
five minutes after the time appointed for holding the same, the Directors
present may choose one of their number to be chairman of the meeting. If
at any time there is more than one Deputy Chairman or Vice-Chairman the
right (in the absence of the Chairman or of the Chairman and the Deputy
Chairmen respectively) to preside at a meeting of Directors shall be
determined as between the Deputy Chairmen (in the absence of the Chairman)
or Vice-Chairmen (in the absence of the Chairman and the Deputy Chairmen)
present (if more than one) by seniority in length of appointment or
otherwise as resolved by the Directors.
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117. RESOLUTIONS IN WRITING
A resolution in writing signed by all the Directors for the time being in
the United Kingdom and all the alternate Directors (if any) for the time
being in the United Kingdom whose appointors are for the time being absent
from the United Kingdom (provided that their number is sufficient to
constitute a quorum) or by all the members of a committee formed under the
next following Article for the time being shall be as valid and effective
as a resolution passed at a meeting of the Directors or, as the case may
be, of such committee duly convened and held and may consist of several
documents in the like form, each signed by one or more of the Directors or
alternate Directors or members of the committee concerned.
118. COMMITTEES OF DIRECTORS
The Directors may delegate any of their powers, authorities or discretions
(including, for the avoidance of doubt, any powers, authorities or
discretions relating to the remuneration of Directors, the varying of
Directors' terms and conditions of employment or the conferring of any
benefit on Directors) to committees consisting of one or more members of
their body and (if thought fit) one or more other persons co-opted as
hereinafter provided. Insofar as any such power, authority or discretion
is delegated to a committee, any reference in these presents to the
exercise by the Directors of the power, authority or discretion so
delegated shall be read and construed as if it were a reference to the
exercise by such committee. Any committee so formed shall in the exercise
of the powers, authority or discretions so delegated conform to any
regulations which may from time to time be imposed by the Directors. Any
such regulations may provide for or authorise the co-option to the
committee of persons other than Directors and for such co-opted members to
have voting rights as members of the committee but so that (i) the number
of co-opted members shall be less than one half of the total number of
members of the committee and (ii) no resolution of the committee shall be
effective unless a majority of the members of the committee present at the
meeting when the resolution is passed are Directors. The Directors may
authorise any such committee to sub-delegate all or any of the powers,
authorities and discretions delegated to it, and the Directors may at any
time dissolve any such committee or revoke, vary or suspend any delegation
made to any such committee.
119. PROCEEDINGS OF COMMITTEE
The meetings and proceedings of any such committee consisting of two or
more members (including the exercise of all powers, authorities and
discretions vested in such committee) shall be governed by the provisions
of these presents regulating the meetings and proceedings of the
Directors, so far as the same are applicable and are not superseded by any
regulations made by the Directors under the last preceding Article.
120. VALIDITY OF PROCEEDINGS
All acts done by any meeting of Directors, or of any such committee, or by
any person acting as a Director, shall as regards all persons dealing in
good faith with the Company, notwithstanding that there was some defect in
the appointment or continuance in office of any such Directors (or their
alternates), or member of the committee, or person acting as aforesaid, 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 was qualified and had continued to be a Director (or
alternate Director) or member of the committee and had been entitled to
vote.
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BORROWING POWERS
121. POWER TO BORROW AND GRANT SECURITY
The Directors may exercise all the powers of the Company to borrow money,
and to mortgage or charge its undertaking, property and uncalled capital,
and to issue debentures and other securities, whether outright or as
collateral security for any debt, guarantee, liability or obligation of
the Company or of any third party.
GENERAL POWERS OF DIRECTORS
122. BUSINESS TO BE MANAGED BY THE DIRECTORS
The business and affairs of the Company shall be managed by the Directors,
who may exercise all such powers of the Company as are not by the Statutes
or by these presents required to be exercised by the Company in General
Meeting, subject nevertheless to any regulations of these presents, to the
provisions of the Statutes and to such regulations, being not inconsistent
with the aforesaid regulations or provisions, as may be prescribed by
Special Resolution of the Company, but no regulation so made by the
Company shall invalidate any prior act of the Directors which would have
been valid if such regulation had not been made. The general powers given
by this Article shall not be limited or restricted by any special
authority or power given to the Directors by any other Article.
123. LOCAL BOARDS, ETC
The Directors may make such arrangements as they think fit for the
management and transaction of the Company's affairs in any specified
locality whether in the United Kingdom or elsewhere and without prejudice
to the generality of the foregoing may at any time and from time to time
(a) establish Regional, Divisional or Local Boards, Committees or Agencies
in the United Kingdom or elsewhere, (b) appoint any one or more of the
Directors or any other person or persons to be members thereof for such
period and at such remuneration as the Directors may deem fit, (c) revoke
from time to time any such appointment, (d) fix the quorum of the said
Regional, Divisional or Local Boards and Committees, (e) delegate to such
Regional, Divisional or Local Boards, Committees and Agencies from time to
time all or such powers, authorities and discretions vested in the
Directors (other than the power to make calls) as the Directors may deem
expedient, with power to sub-delegate, and (f) annul or vary any such
delegation, but no person dealing in good faith and without notice of any
such annulment or variation shall be affected thereby.
124. POWERS OF ATTORNEY
The Directors may from time to time and at any time by power of attorney
or factory and commission or otherwise appoint any company, firm or person
or any fluctuating body of persons, whether nominated directly or
indirectly by the Directors, to be the Attorney or Attorneys or
Commissioner or Commissioners of the Company for such purposes and with
such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Directors under these presents) and for such period and
subject to such conditions as they may think fit, and any such power of
attorney or factory and commission may contain such provisions for the
protection and convenience of persons dealing with any such Attorney or
Commissioner as the Directors may think fit, and may also authorise any
such Attorney or Commissioner to sub-delegate all or any of the powers,
authorities and discretions vested in him. The Directors may delegate all
or any of their powers under this Article.
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125. OFFICIAL SEAL FOR USE ABROAD
The Company may exercise the powers conferred by the Statutes with regard
to having an official seal for use abroad and such powers shall be vested
in the Directors.
126. OVERSEAS REGISTERS
Subject to and to the extent permitted by the Statutes, the Company, or
the Directors on behalf of the Company, may cause to be kept in any
territory outside the United Kingdom a branch register of members resident
in such territory, and the Directors may make and vary such regulations as
they may think fit respecting the keeping of any such register.
127. EXECUTION BY THE COMPANY
All cheques, promissory notes, drafts, bills of exchange, and other
negotiable or transferable instruments, and all receipts for moneys paid
to the Company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, in such manner as the Directors or any duly
authorised committee shall from time to time determine.
DEPARTMENTAL, REGIONAL OR LOCAL DIRECTORS
AND OTHER APPOINTEES
128(A).USE OF DESIGNATION "DIRECTOR"
The Directors may from time to time appoint any person to be a
Departmental, Regional or Local Director or (without prejudice to the
powers conferred by Article 123) to any other appointment including the
word "Director" in its title (any person so appointed pursuant to this
Article being in this Article called "an Appointee").
(B). POWERS AND DUTIES OF APPOINTEE
The Directors may from time to time define, limit or restrict the powers
and duties of an Appointee and determine his remuneration and may at any
time remove any such person from such office but without prejudice to any
claim for damages for breach of any contract of service between him and
the Company. Any person so appointed as an Appointee shall not, by reason
only of such appointment, be a Director of the Company for any of the
purposes of these presents or of the Statutes, nor shall he have, by
reason only of such appointment, any of the powers or duties of a Director
save in so far as specific powers or duties may be vested in him by the
Directors as aforesaid. The Directors may at any time determine the use of
any designation or title including the word "Director".
(C). ATTENDANCE AT BOARD MEETINGS
An Appointee shall not be entitled, by reason only of such appointment, to
receive notice of or to attend at any meeting of the Directors unless he
is specifically invited by the Directors to do so, and as an Appointee he
shall not be entitled to vote thereat.
(D). APPOINTMENT OF OTHER OFFICERS
The Directors may from time to time appoint Chief General Managers, Deputy
Chief General Managers, Assistant Chief General Managers, Senior General
Managers, General Managers, Deputy General Managers, Assistant General
Managers and any other officers on such terms and for such period as the
Directors may think fit. The Directors may from time to time
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define, limit or restrict the powers and duties of any person appointed to
any such office and determine his remuneration and may at any time remove
any such person from such office but without prejudice to any claim for
damages for breach of any contract of service between him and the Company.
SECRETARY
129. SECRETARY
The Secretary shall be appointed by the Directors on such terms and for
such period as they may think fit. Any Secretary so appointed may at any
time be removed from office by the Directors, but without prejudice to any
claim for damages for breach of any contract of service between him and
the Company. If thought fit two or more persons may be appointed as Joint
Secretaries. The Directors may also appoint from time to time on such
terms as they may think fit one or more Deputy Secretaries and Assistant
Secretaries. Anything by the Statutes or by these presents required or
authorised to be done by or to the Secretary may, if the office is vacant
or there is for any other reason no Secretary capable of acting, be done
by or to any Deputy or Assistant Secretary, or if there is no Deputy or
Assistant Secretary capable of acting, by or to any officer of the Company
authorised generally or specially in that behalf by the Directors.
SEALS
130(A).CUSTODY OF SEAL
The Directors shall provide for the safe custody of the Seal and any
Securities Seal and neither shall be used without the authority of the
Directors or a committee authorised by the Directors in that behalf.
(B). FORMALITIES FOR AFFIXING THE SEAL
Every deed, contract, document, instrument or other writing to which the
Seal shall be affixed shall (except as permitted by Article 19) be signed
by a Director or by some other person appointed by the Directors for the
purpose and countersigned by the Secretary or by a second Director or by
some other person appointed by the Directors for the purpose. Such
signature and counter-signature shall not require to be witnessed.
(C). USE OF SECURITIES SEAL
The Securities Seal shall be used only for sealing securities issued by
the Company and documents creating or evidencing securities so issued. Any
such securities or documents sealed with the Securities Seal shall not
require to be signed.
EXECUTION OF DOCUMENTS
131. EXECUTION OF DOCUMENTS
Subject to the provisions of the Statutes, all deeds, contracts,
documents, instruments or other writings not executed under Seal may be
signed by a Director or by the Secretary or by some other person appointed
by the Directors or by a duly authorised committee for that purpose and
that whether or not relating to heritable or real property. Provided that
this Article and the provisions of Article 130(B) are without prejudice to
any other manner of execution of documents permitted or prescribed by the
Statutes.
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AUTHENTICATION OF DOCUMENTS
132. AUTHENTICATION OF DOCUMENTS
Any Director or the Secretary or any person appointed by the Directors or
by a duly authorised committee for the purpose shall have power to
authenticate any documents affecting the constitution of the Company and
any resolutions passed by the Company or the Directors or any committee,
and any books, records, documents and accounts relating to the business of
the Company, and to certify copies thereof or extracts therefrom as true
copies or extracts; and where any books, records, documents or accounts
are elsewhere than at the Office the officer, servant or agent of the
Company having the custody thereof shall be deemed to be a person
appointed by the Directors as aforesaid. A document purporting to be a
copy of a resolution, or an extract from the minutes of a meeting, of the
Company or of the Directors or any committee which is certified as
aforesaid shall be conclusive evidence in favour of all persons dealing
with the Company upon the faith thereof that such resolution has been duly
passed or, as the case may be, that such minutes or extract is a true and
accurate record of proceedings at a duly constituted meeting.
DIVIDENDS
133. DECLARATION OF DIVIDENDS
The Company may by Ordinary Resolution declare dividends but no dividend
shall be payable except out of the profits of the Company available for
distribution under the provisions of the Statutes, or in excess of the
amount recommended by the Directors, or in contravention of the special
rights attaching to any share. Unless and to the extent that the rights
attached to any shares or the terms of issue thereof otherwise provide,
all dividends shall be declared and paid according to the amounts paid on
the shares in respect of which the dividend is paid, and shall (as regards
any shares not fully paid throughout the period in respect of which the
dividend is paid) be apportioned and paid pro rata according to the
amounts paid on the shares during any portion or portions of the period in
respect of which the dividend is paid. The amounts of any such pro rata
apportionments shall be determined by the Directors as they think fit in
all respects including as to any Applicable Exchange Rate applied by them
for the purposes of converting any amount denominated in one currency into
another currency for such determination. Provided that the Directors act
bona fide they shall not incur any responsibility to the holders of any
share in respect of the determination of such pro rata apportionment. For
the purposes of this Article no amount paid on a share in advance of calls
shall be treated as paid on the share.
134(A).INTERIM DIVIDENDS
If and so far as in the opinion of the Directors the profits of the
Company justify such payment, the Directors may (subject to the special
rights attaching to any share and provided that the Directors may in any
event pay an interim dividend on the Ordinary Shares at a rate not
exceeding L 0.01 per Ordinary Share) subject to the Statutes declare and
pay the fixed dividends or dividends not exceeding a specified amount on
any class of shares carrying a fixed dividend or dividends not exceeding a
specified amount expressed to be payable on fixed dates on the half-yearly
or other dates prescribed for the payment thereof and may also from time
to time subject to the Statutes declare and pay interim dividends on
shares of any class of such amount and on such dates and in respect of
such periods as they think fit. For the purpose of ascertaining the
distributable profits or reserves of the Company available for
distribution at any time and the extent to which the same may cover fixed
dividends or
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dividends not exceeding a specified amount expressed to be payable at such
time, the Directors may convert any such profits or reserves denominated
in, and any fixed dividend or dividends not exceeding a specified amount
expressed to be payable in, a Foreign Currency into Sterling at the
Applicable Exchange Rate.
(B). DIRECTORS' RESPONSIBILITY
Provided that the Directors act bona fide, they shall not incur any
responsibility to the holders of any share conferring a preference which
may at any time be issued for any damage they may suffer by reason of the
payment of an interim dividend on any shares ranking after such preference
shares. A resolution of the Directors declaring the interim dividend shall
(once announced) be irrevocable and have the same effect in all respects
as if such dividend had been declared upon the recommendation of the
Directors by an Ordinary Resolution of the Company.
135. PROFITS AND LOSSES FROM PAST DATE
Subject to the provisions of the Statutes, where any asset, business or
property is bought by, transferred to or vested in the Company as from a
past date (whether such date be before or after the incorporation of the
Company) the profits and losses thereof as from such date may at the
discretion of the Directors in whole or in part be carried to revenue
account and treated for all purposes as profits or losses of the Company.
Subject as aforesaid, if any shares or securities are purchased cum
dividend or interest, such dividend or interest may at the discretion of
the Directors be treated as revenue, and it shall not be obligatory to
capitalise the same or any part thereof.
136. INTEREST NOT PAYABLE
No dividend or other moneys payable on or in respect of a share shall bear
interest as against the Company. The provisions of this Article shall not
affect the provisions of Article 48.
137. PERMITTED DEDUCTIONS
The Directors may deduct from any dividend or other moneys payable to any
member on or in respect of a share all sums of money (if any) presently
payable by him to the Company on account of calls or otherwise.
138. RETENTION OF DIVIDENDS
The Directors 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 same
in or towards satisfaction of the debts, liabilities or engagements in
respects of which the lien exists.
139. WAIVER OF DIVIDENDS
The waiver in whole or in part of any dividend on any share by any
document (whether or not under seal) shall be effective only if such
document is signed by the shareholder (or the person entitled to the share
in consequence of the death or bankruptcy of the holder or otherwise by
operation of law) and delivered to the Company and if or to the extent
that the same is accepted as such or acted upon by the Company.
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140. UNCLAIMED DIVIDENDS
All dividends or other moneys payable on or in respect of a share
unclaimed after having been declared may be invested or otherwise made use
of by the Directors for the benefit of the Company until, subject as
provided by these presents, claimed. The payment by the Directors of any
unclaimed dividend or other moneys payable on or in respect of a share
into a separate account shall not constitute the Company a trustee in
respect thereof. The provisions of this Article shall not affect the
provisions of Article 48.
141. FORFEITURE OF UNCLAIMED DIVIDENDS
Any dividend unclaimed after a period of twelve years from the date of
declaration of such dividend shall be forfeited and shall revert to the
Company.
142. DIVIDENDS IN SPECIE
The Company may upon the recommendation of the Directors by Ordinary
Resolution direct payment of a dividend in whole or in part by the
distribution of specific assets (and in particular of paid-up shares or
debentures of any other company) and the Directors shall give effect to
such resolution, and where any difficulty arises in regard to such
distribution, the Directors may (a) settle the same as they think
expedient and in particular may issue fractional certificates or may
authorise any person to sell and transfer any fractions or disregard
fractions altogether, (b) fix the value for distribution of such specific
assets or any part thereof, (c) determine that cash payments shall be made
to any members upon the footing of the value so fixed in order to adjust
the rights of those entitled to participate in the dividend, and (d) vest
any such specific assets in trustees as may seem expedient to the
Directors.
143. SCRIP DIVIDEND
The Directors may, subject to the rights attached to any class of share
and in addition to the provisions of Article 4(C)(2)(b)(vi), with the
prior sanction of an Ordinary Resolution of the Company, offer the holders
of Ordinary Shares the right to elect to receive Ordinary Shares, credited
as fully paid, instead of cash in respect of all or part of such dividend
or dividends as are specified by such resolution. Such offer may be made
by the Directors upon such terms and conditions as they think fit,
provided that the following provisions shall apply in any event:-
(A) the said Ordinary Resolution may specify all or part of a particular
dividend (whether or not already declared) or may specify all or any
dividends (or any part of such dividends) declared or to be declared
or paid within a specified period, but such period may not end later
than the beginning of the fifth Annual General Meeting following the
date of the meeting at which such resolution is passed;
(B) the entitlement of each holder of Ordinary Shares to new Ordinary
Shares shall be such that the relevant value of the entitlement
shall be as nearly as possible equal to (but not greater than) the
cash amount (disregarding any tax credit) of the dividend that such
holder elects to forego provided always that, in calculating the
entitlement, the Directors may at their discretion adjust the figure
obtained by dividing the relevant value by the amount payable on the
Ordinary Shares up or down so as to procure that the entitlement of
each shareholder to new Ordinary Shares may be represented by a
simple numerical ratio. For this purpose "relevant value" shall be
calculated by reference to the average of the middle market
quotations for the
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Company's Ordinary Shares on the London Stock Exchange, as derived
from the Daily Official List, on the day on which the Ordinary
Shares are first quoted "ex" the relevant dividend and the four
subsequent dealing days, or in such other manner as may be
determined by the Directors on such basis as they consider fair and
reasonable. A certificate or report by the Auditors as to the amount
of the average quotation in respect of any dividend shall be
conclusive evidence of that amount;
(C) the basis of allotment shall be such that no member may receive a
fraction of a share. The Directors may make such provisions as they
think fit for any fractional entitlements, including provisions
whereby, in whole or in part, fractional entitlements are
disregarded or the benefit thereof accrues to the Company and/or
under which fractional entitlements are accrued and/or retained and
in each case accumulated on behalf of any shareholder and such
accruals or retentions are applied to the allotment by way of bonus
to or cash subscription on behalf of such shareholder of fully paid
Ordinary Shares;
(D) the Directors, after determining the basis of allotment, shall
notify the holders of Ordinary Shares of the right of election
offered to them, and shall send with, or following, such
notification, forms of election and specify the procedure to be
followed and the place at which, and the latest date and time by
which, duly completed forms of election must be lodged in order to
be effective. Electronic communications may, if the Directors so
determine, be used in accordance with these presents (instead of
documents in writing) for the notification of the right of election
and the sending of completed forms of election;
(E) the dividend (or that part of the dividend in respect of which a
right of election has been offered) shall not be payable on Ordinary
Shares in respect whereof the said election has been duly made ("the
elected Ordinary Shares") and instead thereof additional Ordinary
Shares shall be allotted to the holders of the elected Ordinary
Shares on the basis of allotment determined as aforesaid. For such
purpose the Directors shall capitalise out of such of the sums
standing to the credit of any of the Company's reserves (including
Share Premium Account and Capital Redemption Reserve) or any of the
profits which could otherwise have been applied in paying dividends
in cash as the Directors may determine, a sum equal to the aggregate
nominal amount of the additional Ordinary Shares to be allotted on
such basis and apply the same in paying up in full the appropriate
number of unissued Ordinary Shares for allotment and distribution to
and amongst the holders of the elected Ordinary Shares on such
basis. A resolution of the Directors capitalising any part of the
reserves or profits hereinbefore mentioned shall have the same
effect as if such capitalisation had been declared by Ordinary
Resolution of the Company in accordance with Article 148;
(F) the additional Ordinary Shares so allotted shall rank pari passu in
all respects with the fully paid Ordinary Shares then in issue save
only as regards participation in the relevant dividend;
(G) any resolution of the Company or the Directors, passed on or after
the date of adoption of these presents, declaring a dividend in
respect of which (or in respect of any part of which) a right of
election is offered under this Article (whether before or after the
passing of the resolution) shall be deemed to include (if not
expressly included) a provision that the dividend declared (or the
part thereof in respect of which the right of election is offered)
shall not be payable in respect of Ordinary Shares as regards which
a valid acceptance of the offer under this Article shall have
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been received by the Company not later than the final time for
receipt of forms of election;
(H) Unless the Directors otherwise determine, or unless the
Uncertificated Securities Regulations and/or the rules of the
relevant system concerned otherwise require, the new Ordinary Share
or shares which a member has elected to receive instead of cash in
respect of the whole (or some part) of the specified dividend
declared in respect of his elected Ordinary Shares shall be in
uncertificated form (in respect of the member's elected Ordinary
Shares which were in uncertificated form on the date of the member's
election) and in certificated form (in respect of the member's
elected Ordinary Shares which were in certificated form on the date
of the member's election); and
(I) the Directors may also from time to time establish, continue or vary
a procedure for election mandates, which, for the avoidance of
doubt, may include an election by means of a relevant system and
mandates given before the adoption of these presents, under which a
holder of Ordinary Shares may elect to receive Ordinary Shares
credited as fully paid instead of cash in respect of all future
rights offered to that holder under this Article until the election
mandate is revoked or deemed to be revoked in accordance with the
procedure;
(J) the Directors may undertake and do such acts and things as they may
consider necessary or expedient for the purpose of giving effect to
the provisions of this Article;
(K) notwithstanding the foregoing, the Directors may at any time prior
to payment of the relevant dividend determine, if it appears to them
desirable to do so because of a change in circumstances, that the
dividend shall be payable wholly in cash after all and if they so
determine then all elections made shall be disregarded. The dividend
shall be payable wholly in cash if the ordinary share capital of the
Company ceases to be listed on the Official List of the London Stock
Exchange at any time prior to the due date of issue of the
additional shares or if the listing is suspended and not reinstated
by the date immediately preceding the due date of such issue;
(L) the Directors may on any occasion determine that rights of election
hereunder shall be subject to such exclusions, restrictions or other
arrangements as the Directors may deem necessary or expedient in
relation to legal or practical problems under the laws of, or the
requirements of any recognised regulating body or any stock exchange
in, any territory; and
(M) this Article shall have effect without prejudice to the other
provisions of these presents and such provisions shall also have
effect without prejudice to the provisions of this Article.
144(A).PROCEDURE FOR PAYMENT
Any dividend or other monies payable in cash on or in respect of a share
may be paid by cheque, warrant or other financial instrument sent through
the post to the registered address of the member or person entitled
thereto (or, if two or more persons are registered as joint holders of the
share or are entitled thereto in consequence of the death or bankruptcy of
the holder or otherwise by operation of law, to any one of such persons),
or to such person and such address as such member or person or persons may
by writing direct Every such cheque shall be crossed and bear across its
face the words "account payee" or "a/c payee" either with
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or without the word "only", and every such cheque or warrant or other
financial instrument shall be made payable to the order of the person to
whom it is sent or to such person as the holder or joint holders or person
or persons entitled to the share in consequence of the death or bankruptcy
of the holder or otherwise by operation of law may direct. Payment of the
cheque or warrant or other financial instrument by the banker upon whom it
is drawn or, in respect of uncertificated shares, the making of payment in
accordance with the facilities and requirements of the relevant system,
shall be a good discharge to the Company. Every such cheque or warrant or
other financial instrument shall be sent at the risk of the person
entitled to the money represented thereby. In addition, any such dividend
or other monies may be paid by any usual or common banking or funds
transfer method (including, without limitation, direct debit, bank
transfer and electronic funds transfer) and to or through such person as
the holder or joint holders may in writing direct, and the Company shall
have no responsibility for any sums lost or delayed in the course of any
such transfer or where it has acted on any such directions.
(B). UNCERTIFICATED SHARES
In respect of uncertificated shares every such payment of dividend or
other monies made by any method referred to in this Article 144 may be
made in any such manner as may be consistent with the facilities and
requirements of the relevant system. Without prejudice to the generality
of the foregoing, in respect of uncertificated shares, such payment may
include the sending by the Company or by any person on its behalf of an
instruction to the Operator of the relevant system to credit the cash
memorandum account of the holder or joint holders, or of such person as
the holder or joint holders may in writing direct.
(C). UNCASHED DIVIDENDS
The Company may cease to send any cheque, warrant or other financial
instrument through the post or employ any other means of payment,
including payment by means of a relevant system, for any dividend payable
on any shares in the Company which is normally paid in that manner on
those shares if in respect of at least two consecutive dividends payable
on those shares the cheques, warrants or other financial instruments have
been returned undelivered or remain uncashed or that means of payment has
failed. In addition, the Company may cease to send any cheque, warrant or
other financial instrument through the post or may cease to employ any
other means of payment if, in respect of one dividend payable on those
shares, the cheque, warrant or other financial instrument has been
returned undelivered or remains uncashed or that means of payment has
failed and reasonable enquiries have failed to establish any new address
or account of the registered holder. Subject to the provisions of these
presents, the Company may recommence sending cheques, warrants or other
financial instruments or employing such other means in respect of
dividends payable on those shares if the holder or person entitled to
transmission requests such recommencement in writing. All monies
represented by cheques, warrants or other financial instruments or means
of payment not sent or employed under this paragraph (C) shall be deemed
to be unclaimed dividends or monies and the provisions of Articles 48 and
140 shall apply thereto.
(D). CURRENCY OF PAYMENT
Subject to the provisions of these presents and to the rights attaching to
or the terms of issue of any shares, any dividends or other monies on or
in respect of a share may be paid in such currency on the basis of the
Applicable Exchange Rate as the Directors may think fit or otherwise
determine.
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145. RECEIPTS WHERE JOINT HOLDERS
If two or more persons are registered as joint holders of any share, or
are entitled jointly to a share in consequence of the death or bankruptcy
of the holder, any one of them may give effectual receipts for any
dividend or other monies payable or property distributable on or in
respect of the share.
RECORD DATE
146. RECORD DATE
Notwithstanding any other provision of these presents but without
prejudice to the rights attached to any shares and subject to the
Statutes, the Company or the Directors may by resolution specify any date
(the "record date") as the date at the close of business (or such other
time as the Directors may determine) on which persons registered as the
holders of shares or other securities shall be entitled to receipt of any
dividend, distribution, interest, allotment, issue, notice, information,
document or circular and such record date may be on or at any time before
the date on which the same is paid or made or (in the case of any
dividend, distribution, interest, allotment or issue) at any time after
the same is recommended, resolved, declared or announced but without
prejudice to the rights inter se in respect of the same of transferors and
transferees of any such shares or other securities.
RESERVES
147(A).RESERVES
The Directors may from time to time subject to the rights attaching to any
share set aside out of the profits of the Company and carry to reserve
such sums in such currencies as they think proper which, at the discretion
of the Directors, shall be applicable for any purpose to which the profits
of the Company may properly be applied and pending such application may
either be employed in the business of the Company or be invested. The
Directors may divide the reserve into such special funds denominated in
such currencies as they think fit, and may consolidate into one fund
denominated in such currencies as they think fit any special funds or any
parts of any special funds into which the reserve may have been divided.
The Directors may also without placing the same to reserve carry forward
any profits. In carrying sums to reserve and in applying the same the
Directors shall comply with the provisions of the Statutes and these
presents.
(B). LIMITATION ON CARRYING SUMS TO RESERVE
Notwithstanding the provisions of paragraph (A) of this Article:-
(i) unless the Directors shall determine in relation to any New
Preference Shares prior to the allotment thereof that this paragraph
(B)(i) shall not apply thereto the Directors shall not set aside out
of profits and carry to any reserve fund referred to in paragraph
(A), or carry forward in the manner described in paragraph (A), any
sum then required for the payment of dividend payable on any New
Preference Shares which may be properly applied for that purpose;
and
(ii) if at any time there shall be insufficient profits standing to the
credit of the profit and loss account (or any other of the Company's
accounts or reserves) and available for distribution for the payment
of any such dividend referred to in paragraph (B) (i) above, the
Directors shall (subject to the Statutes) withdraw from any such
reserve
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fund referred to in paragraph (A) such sum (calculated at the
Applicable Exchange Rate) as may be required for payment of any such
dividend (and so that the Directors shall not require the consent of
the Company in General Meeting to such withdrawal). Subject to the
Statutes, any sum so withdrawn (and any profits previously carried
forward pursuant to paragraph (A) subsequently required for the
payment of any such dividend) may be applied in or towards payment
of such dividend.
(C). DIFFERENT CURRENCIES
Any consolidation of or any credit to, debit from or other transfer
between reserves denominated in different currencies shall be effected at
the Applicable Exchange Rate.
CAPITALISATION OF PROFITS AND RESERVES
148. POWER TO CAPITALISE PROFITS
148(A)Subject to the Statutes and to the rights attaching to any share, the
Company may upon the recommendation of the Directors by Ordinary
Resolution and subject as hereinafter provided, resolve to capitalise any
part of the undivided profits of the Company (whether or not the same are
available for distribution) or any part of any sum standing to the credit
of any of the Company's reserves (including Share Premium Account and
Capital Redemption Reserve), provided that such sum be not required for
paying the dividends on any shares carrying a fixed cumulative
preferential dividend, and authorise the Directors to appropriate the
profits or sum resolved to be capitalised either in accordance with the
rights attaching to any share or to the Ordinary Shareholders in the
proportions in which such profits or sum would have been divisible amongst
them had the same been applied or been applicable in paying a dividend on
the Ordinary Shares and to apply such profits or sum on their behalf
either in or towards paying up the amounts (if any) for the time being
unpaid on any shares held by them respectively, or in paying up in full
unissued shares or debentures or other securities or obligations of the
Company of a nominal amount equal to such profits or sum, such shares or
debentures or other securities or obligations to be allotted and
distributed credited as fully paid up to and amongst them in the
proportion aforesaid, or partly in one way and partly in the other:
Provided that any Share Premium Account and Capital Redemption Reserve and
any profits which are not available for distribution may only be applied
hereunder in the paying up of unissued shares to be allotted as fully
paid.
148(B)In addition and without limiting the generality of paragraph (A) of this
Article, the Directors may at any time without any resolution of the
shareholders capitalise any profit or reserve which may be capitalised
pursuant to paragraph (A) of this Article and which is required to be
capitalised to enable the Company to allot and issue fully paid shares to
the holders of convertible securities pursuant to the rights of conversion
conferred upon such holders and in any such case the Directors shall apply
any sum so capitalised in paying up and issuing to such holders such
number of shares of such nominal amounts and conferring such rights and
being subject to such restrictions as shall be required to enable the
Company to comply with its obligations.
149(A).PROCEDURE FOR CAPITALISATION
Whenever such a resolution as aforesaid shall have been passed the
Directors shall make all appropriations and applications of the profits or
sum resolved to be capitalised thereby and
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all allotments and issues of fully paid shares or debentures or other
securities (if any) and generally shall do all acts and things required to
give effect thereto, with full power to the Directors to make such
provisions as they think fit for the case of shares or debentures or other
securities becoming distributable in fractions (including provisions
whereby any fractional entitlements which would arise on the basis
aforesaid are disregarded or the benefit thereof accrues to the Company
rather than to the members concerned) and also to authorise any person to
enter on behalf of all the members interested into an agreement with the
Company providing for any such capitalisation and for matters incidental
thereto and any agreement made under such authority shall be effective and
binding on all concerned.
(B). POWER TO CAPITALISE ON ADJUSTMENT OF SUBSCRIPTION PRICE IN AN EMPLOYEES'
SHARE SCHEME
Notwithstanding any other provisions contained in these presents, if an
adjustment is made to the subscription price payable by an option holder
under any employees' share scheme which results in the adjusted price per
share payable on the exercise of an option in respect of an Ordinary Share
being less than the nominal value of such Ordinary Share (the "adjusted
price"), the Directors may capitalise all or part of the Company's
reserves available for distribution (excluding any Share Premium Account,
Capital Redemption Reserve or other undistributable reserve), upon the
issue of any Ordinary Share in respect of and following the exercise of
the relevant option (the "new share"). The amount to be so capitalised
shall be equal to the difference between the adjusted price and the
nominal value of the new share. The Directors shall apply such amount in
paying up in full the balance payable on the new share. The Directors may
take such steps as they consider necessary to ensure that the Company has
sufficient reserves available for such application. No further authority
of the Company in General Meeting is required.
MINUTES AND BOOKS
150. KEEPING OF MINUTES AND BOOKS
The Directors shall cause Minutes to be made in books to be provided for
the purpose:-
(A) Of the names of the Directors or their alternates and any other
persons present at each meeting of Directors and of any committee
formed under Article 118.
(B) Of all resolutions and proceedings at all meetings of the Company
and of any class of members of the Company and of the Directors and
of committees formed under Article 118.
Any such Minute shall be conclusive evidence of any such proceedings if it
purports to be signed by the chairman of the meeting at which the
proceedings were had, or by the chairman of the next succeeding meeting.
151. SAFEGUARDING OF MINUTES AND BOOKS
Any register, index, minute book, book of account or other book required
by these presents or the Statutes to be kept by or on behalf of the
Company may be kept either by making entries in bound books or by
recording them in any other manner. In any case in which bound books are
not used, the Directors shall take adequate precautions for guarding
against falsification and for facilitating its discovery.
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ACCOUNTS
152. RIGHT TO INSPECT ACCOUNTS
Accounting records sufficient to show and explain the Company's
transactions and otherwise complying with the Statutes shall be kept at
the Office, or, subject to the Statutes, at such other place or places as
the Directors think fit, and shall always be open to the inspection of the
Directors. No member (other than a Director) shall have any right of
inspecting any account or book or document of the Company except as
conferred by statute or ordered by a court of competent jurisdiction or
authorised by the Directors.
153. PREPARATION AND LAYING OF ACCOUNTS
The Directors shall from time to time in accordance with the provisions of
the Statutes cause to be prepared and to be laid before a General Meeting
of the Company such profit and loss accounts, balance sheets, group
accounts (if any) and reports as may be necessary.
154. ACCOUNTS TO BE SENT TO MEMBERS
A copy of every balance sheet and profit and loss account which is to be
laid before a General Meeting of the Company (including every document
required by law to be attached or annexed thereto) and of the Directors'
and Auditors' reports or (where permitted by the Statutes and/or any
applicable regulations and if the Directors so resolve from time to time)
a copy of a summary financial statement instead of such balance sheet,
profit and loss account and reports shall, not less than twenty one days
before the date of the meeting, be sent to every member of, and every
holder of debentures of, the Company and to every other person who is
entitled to receive notices of meetings from the Company under the
provisions of the Statutes or of these presents; Provided that this
Article shall not require a copy of these documents to be sent to more
than one of joint holders or to any person who is not entitled to receive
notices of meetings and of whose address the Company is not aware, but any
member or holder of debentures to whom a copy of these documents has not
been sent shall be entitled to receive a copy free of charge on
application at the Office. Whenever listing or quotation on any stock
exchange for all or any of the shares or debentures or other securities of
the Company shall for the time being be in force, there shall be forwarded
to the appropriate officer of such stock exchange such number of copies of
such documents and/or statements as may for the time being be required
under its regulations or practice.
Reference in this Article (other than in the immediately preceding
sentence) to copies of the above-mentioned documents and/or statements
being sent to any person include (without prejudice to any other provision
of these presents) references to copies of such documents and/or
statements being sent, or treated as sent, to such person using electronic
communications in accordance with Section 238(4A) and (4B) or Section
251(2A) and (2B) of the 1985 Act, and the provisions of Section 238(4D)
and 251(2D) of the 1985 Act shall apply in respect of the publication of
such documents and/or statements on a web site.
AUDITORS
155. VALIDITY OF ACTS OF AUDITORS
Subject to the provisions of the Statutes, all acts done by any person
acting as an Auditor shall, as regards all persons dealing in good faith
with the Company, be valid, notwithstanding that there was some defect in
his appointment or that he was at the time of his appointment not
qualified for appointment or subsequently became disqualified.
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156. RIGHTS OF AUDITORS
The Auditor shall be entitled to attend any General Meeting and to receive
all notices of and other communications relating to any General Meeting
which any member is entitled to receive, and to be heard at any General
Meeting on any part of the business of the meeting which concerns him as
Auditor. Notwithstanding the references to notice in writing in Article
56, electronic communications may be used by the Company pursuant to
Section 390(1A) of the 1985 Act (and the provisions of the 1985 Act
therein referred to) to give notice of General Meetings to the Auditors.
NOTICES
157. NOTICES TO BE IN WRITING
Any notice to be given to or by any person pursuant to these presents
shall, unless otherwise provided in these presents, be in writing or be
given using electronic communications to an address for the time being
notified for that purpose to the person giving the notice.
158(A).SERVICE OF NOTICES
Any notice or document (including a share certificate) may be served on or
delivered to any member by the Company either personally or by sending it
through the post in a prepaid cover addressed to such member at his
registered address, or (if he has no registered address within the United
Kingdom) to the address, if any, within the United Kingdom supplied by him
to the Company as his address for the service of notices, or by delivering
it to such address addressed as aforesaid or, in respect of any
shareholder, in accordance with any of the rights attaching to his shares
for the time being, or by means of a relevant system, or by sending it
using electronic communications to an address for the time being notified
to the Company by the member, or in accordance with any other arrangements
approved by the member concerned (which may consist of the Company placing
such notice or document on a web site and sending the member concerned
notification of the notice or document on the web site in lieu of sending
the notice or document). In the case of a member registered on a branch
register any such notice or document may be posted either in the United
Kingdom or in the territory in which such branch register is maintained.
(B). WHEN NOTICE DEEMED SERVED
Where a notice or other document is served or sent by post, service or
delivery shall be deemed to be effected at the expiration of twenty-four
hours (or where second-class mail is employed, forty-eight hours) after
the time when the cover containing the same is posted and in proving such
service or delivery it shall be sufficient to prove that such cover was
properly addressed, stamped and posted. Any notice or documents not sent
by post but left by the Company at a registered address shall be deemed to
have been served or delivered on the day it was so left. Any notice served
or delivered by the Company by means of a relevant system shall be deemed
to have been served or delivered when the Company or any sponsoring system
participant acting on its behalf sends the issuer-instruction relating to
the notice. Any notice or document sent by using electronic communication
shall be deemed to be served or delivered at the expiration of forty-eight
hours after the time it was sent, and in proving such service or delivery,
proof that a notice or document contained in an electronic communication
was sent in accordance with guidance issued by the Institute of Chartered
Secretaries and Administrators shall be conclusive evidence that the
notice or document was served or delivered. Any notice or document served
or delivered by the Company by any other means
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authorised by the member concerned shall be deemed to have been served
when the Company has carried out the action it has been authorised to take
for that purpose.
(C). RECORD DATE FOR SERVICE
Any notice or document may be served or delivered by the Company by
reference to the Register of Members as it stands at any time not more
than 15 days before the date of service or delivery. No change in the
register after that time shall invalidate that service or delivery. Where
any notice or document is served on or delivered to any person in respect
of a share in accordance with these presents, no person deriving any title
or interest in that share shall be entitled to any further service or
delivery of that notice or document.
159. NOTICE TO JOINT HOLDERS
In respect of joint holdings all notices shall be given to that one of the
joint holders whose name stands first in the Register of Members and
notice so given shall be sufficient notice to all the joint holders in
their capacity as such. For such purposes a joint holder having no
registered address in the United Kingdom and not having supplied an
address within the United Kingdom for the service of notices shall be
disregarded.
160. NOTICE TO PERSONS ENTITLED BY TRANSMISSION
A person entitled to a share in consequence of the death or bankruptcy of
a member or otherwise by operation of law upon such evidence being
produced as may from time to time properly be required by the Directors
and upon supplying an address within the United Kingdom for the service of
notices, shall be entitled to have served upon or delivered to him at such
address any notice or document to which the member would have been
entitled, and such service or delivery shall for all purposes be deemed a
sufficient service or delivery of such notice or document on all persons
interested (whether jointly with or as claiming through or under him) in
the share. Save as aforesaid any notice or document delivered or sent by
post to or left at the registered address of any member in pursuance of
these presents shall, notwithstanding that such member be then dead or
bankrupt or in liquidation, and whether or not the Company have notice of
his death or bankruptcy or liquidation be deemed to have been duly served
or delivered in respect of any share registered in the name of such member
as sole or joint holder.
161. UNTRACED MEMBERS
A member who (having no registered address within the United Kingdom) has
not supplied to the Company an address within the United Kingdom for the
service of notices shall not be entitled to receive notices from the
Company. If on three consecutive occasions notices have been sent through
the post to any member at his registered address or his address for the
service of notices but have been returned undelivered, or if, after any
one such occasion, the Directors or any committee authorised by the
Directors in that behalf are of the opinion, after the making of all
reasonable enquiries, that any further notices to such member would, if
sent as aforesaid, likewise be returned undelivered, such member shall not
thereafter be entitled to receive notices from the Company until he shall
have communicated with the Company and supplied in writing to the Transfer
Office a new registered address or address within the United Kingdom for
the service of notices.
162. SIGNATURE
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The signature of any notice required to be given by the Company, and given
in writing, may be typed or printed or otherwise written.
163. ADVERTISEMENT OF NOTICES
Any notice required to be given by the Company to the members or any of
them, and not expressly provided for by or pursuant to these presents,
shall be sufficiently given if given by advertisement inserted once in at
least one leading Scottish newspaper and one newspaper with a national
circulation in the United Kingdom.
164. NOTICE DURING DISRUPTION OF POSTAL SERVICES
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 newspaper
with a national circulation in the United Kingdom and one leading Scottish
newspaper published on the same date and such notice shall be deemed to
have been duly served on all members entitled thereto at noon on the day
when the advertisement appears. In any such case the Company shall send
confirmatory copies of the notice by post if at least six clear days prior
to the meeting the posting of notices to addresses throughout the United
Kingdom again becomes practicable.
165. NOTICE TO WARRANT HOLDERS
The holders of share warrants shall not, unless otherwise expressed
therein, be entitled in respect thereof to receive notices from the
Company.
166. STATUTORY REQUIREMENTS
Nothing in any of the preceding nine Articles shall affect any requirement
of the Statutes that any particular offer, notice or other document be
served in any particular manner.
Nothing in any of the preceding nine Articles shall prevent or restrict
the Company using any method of sending, or giving access to, any
particular offer, notice or other document which the Statutes or any other
provision of these presents permits or enables the Company to use.
WINDING UP
167. LIQUIDATOR MAY DISTRIBUTE IN SPECIE
If the Company shall be wound up (whether the liquidation is voluntary,
under supervision, or by the Court) the Liquidator may, with the authority
of an Extraordinary Resolution, divide among the members in specie or kind
the whole or any part of the assets of the Company and whether or not the
assets shall consist of property of one kind or shall consist of
properties of different kinds, and may for such purpose set such value as
he deems fair upon any one or more class or classes of property and may
determine how such division shall be carried out as between the members or
different classes of members. The Liquidator may, with the like authority,
vest any part of the assets in trustees upon such trusts for the benefit
of members as the Liquidator with the like authority shall think fit, and
the liquidation of the Company may be closed and the Company dissolved,
but so that no contributory shall be compelled to accept any shares or
other property in respect of which there is a liability.
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PROVISION FOR EMPLOYEES
168. PROVISION FOR EMPLOYEES
The Directors may by resolution exercise any power conferred by the
Statutes to make provision for the benefit of persons employed or formerly
employed by the Company or any of its subsidiaries in connection with the
cessation or the transfer to any person of the whole or part of the
undertaking of the Company or that subsidiary.
INDEMNITY
169. INDEMNITY
Subject to the provisions of and so far as may be consistent with the
Statutes, every Director, Secretary or other officer of the Company, and,
if the Directors so determine, an Auditor, shall be entitled to be
indemnified out of the assets of the Company against all costs, charges,
losses, expenses and liabilities incurred by him in the actual or
purported execution and/or discharge of his duties and/or the exercise or
purported exercise of his powers and/or otherwise in relation to or in
connection with his duties, powers or office including (without prejudice
to the generality of the foregoing) any liability incurred by him in
defending any proceedings, civil or criminal, which relate to anything
done or omitted or alleged to have been done or omitted by him as an
officer or employee or Auditor of the Company and in which decree or
judgment is given in his favour (or the proceedings are otherwise disposed
of without any finding or admission of any material breach of duty on his
part) or in which he is acquitted or in connection with any application
for relief from liability in respect of any such act or omission in which
relief is granted to him by the Court.
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SCHEDULE 1
NON-CUMULATIVE EURO PREFERENCE SHARES
1. The Non-cumulative Euro Preference Shares are New Preference Shares. They
shall rank after the Cumulative Preference Shares to the extent specified
in Article 4 and this Schedule 1, and shall rank pari passu inter se and
(save as aforesaid) with the Cumulative Preference Shares and with all
other New Preference Shares. They shall confer the rights and be subject
to the restrictions set out in this Schedule 1 and shall also confer such
further rights as may be attached by the Directors to such shares in
accordance with this Schedule 1 prior to allotment. Whenever the Directors
have power under this Schedule 1 to determine any of the rights attached
to any of the Non-cumulative Euro Preference Shares, the rights so
determined need not be the same as those attached to the Non-cumulative
Euro Preference Shares then allotted or in issue. The Non-cumulative Euro
Preference Shares may be issued in one or more separate series, and each
series shall be identified in such manner as the Directors may determine
without any such determination or identification requiring any alteration
to these presents.
2. Each Non-cumulative Euro Preference Share shall confer the following
rights as to participation in the profits and assets of the Company,
receipt of notices, attendance and voting at meetings and redemption: --
2.1 Income
The right (subject to the provisions of paragraph 2.2, if applicable) to a
non-cumulative preferential dividend not exceeding a specified amount
payable in Euro at such rate on such dates (each a "dividend payment
date") in respect of such periods (each a "dividend period") and on such
other terms and conditions as may be determined by the Directors prior to
allotment thereof. References in these presents to a "dividend" on the
Non-cumulative Euro Preference Shares include a reference to each dividend
in respect of each dividend period applicable thereto and references in
this Schedule 1 to dividend payment dates and dividend periods are to
dividend payment dates and dividend periods in respect of the
Non-cumulative Euro Preference Shares only. Such dividends shall be paid
in priority to the payment of any dividends on the Ordinary Shares. The
Non-cumulative Euro Preference Shares shall rank for dividend after the
Cumulative Preference Shares, pari passu with the Non-cumulative Sterling
Preference Shares, the Non-cumulative Dollar Preference Shares, the
Category II Non-cumulative Dollar Preference Shares and all other New
Preference Shares expressed to rank pari passu therewith as regards
participation in profits and otherwise in priority to any other share
capital in the Company.
2.2 Further provisions as to income
All or any of the following provisions shall apply in relation to any
particular Non-cumulative Euro Preference Shares if so determined by the
Directors prior to allotment thereof: --
(i) if, in the opinion of the Directors, the distributable profits of
the Company are sufficient to cover the payment in full of dividends
on the Non-cumulative Euro Preference Shares on any dividend payment
date and also the payment in full of all other dividends stated to
be payable on such date on any other New Preference Share expressed
to rank pari passu therewith as regards participation in profits,
after payment in full, or the setting aside of a sum to cover the
payment in full, of all
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dividends stated to be payable on such date on any Cumulative
Preference Share, then each such dividend shall be declared and paid
in full;
(ii) if, in the opinion of the Directors, the distributable profits of
the Company are insufficient to cover the payment in full of
dividends on the Non-cumulative Euro Preference Shares on any
dividend payment date and also the payment in full of all other
dividends stated to be payable on such date on any other New
Preference Share expressed to rank pari passu therewith as regards
participation in profits, after payment in full, or the setting
aside of a sum to cover the payment in full, of all dividends stated
to be payable on or before such date on any Cumulative Preference
Share, then dividends shall be declared by the Directors pro rata
for the Non-cumulative Euro Preference Shares and such other New
Preference Shares to the extent of the available distributable
profits (if any) to the intent that the amount of dividend declared
per share on each such Non-cumulative Euro Preference Share and
other New Preference Share will bear to each other the same ratio as
the dividends accrued per share on each such Non-cumulative Euro
Preference Share and other New Preference Share bear to each other.
If it shall subsequently appear that any such dividend which has
been paid should not, in accordance with the provisions of this
sub-paragraph, have been so paid, then provided the Directors shall
have acted in good faith, they shall not incur any liability for any
loss which any shareholder may suffer in consequence of such payment
having been made;
(iii) if in the opinion of the Directors, the payment of any dividend on
any Non-cumulative Euro Preference Shares would breach or cause a
breach of the capital adequacy requirements of the Financial
Services Authority (or any person or body to whom the banking
supervision functions of the Financial Services Authority are
transferred) applicable to the Company and/or any of its
subsidiaries, then none of such dividend shall be declared or paid;
(iv) subject to sub-paragraph (v) below, the Non-cumulative Euro
Preference Shares shall carry no further right to participate in the
profits of the Company and if and to the extent that any dividend or
part thereof is on any occasion not paid for the reasons described
in sub-paragraph (ii) or (iii) above, the holders of such shares
shall have no claim in respect of such non-payment;
(v) if any dividend or part thereof on any Non-cumulative Euro
Preference Share is not payable for the reasons specified in
sub-paragraphs (ii) or (iii) above and if they so resolve, the
Directors may, subject to the Statutes, pay a special non-cumulative
preferential dividend on the Non-cumulative Euro Preference Shares
at a rate not exceeding E0.01 per share (but so that reference
elsewhere in this Schedule 1 and in these presents to any dividend
payable on any Non-cumulative Euro Preference Shares shall not be
treated as including a reference to any such special dividend);
(vi) if any date on which dividends are payable on Non-cumulative Euro
Preference Shares is not a day on which TARGET is operating and on
which banks in London are open for business, and on which foreign
exchange dealings may be conducted in Euro ("a Euro Business Day"),
then payment of the dividend payable on such date will be made on
the succeeding Euro Business Day and without any interest or other
payment in respect of such delay unless such day shall fall within
the next calendar month whereupon such payment will be made on the
preceding Euro Business Day; for these purposes "TARGET" means the
Trans-European Real-Time Gross Settlement Express Transfer (TARGET)
system;
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(vii) dividends payable on Non-cumulative Euro Preference Shares shall
accrue from and to the dates determined by the Directors prior to
allotment thereof, and the amount of dividend payable in respect of
any period shorter than a full dividend period will be calculated on
the basis of twelve 30 day months, a 360 day year and the actual
number of days elapsed in such period;
(viii)if any dividend stated to be payable on the Non-cumulative Euro
Preference Shares on the most recent dividend payment date has not
been declared and paid in full, or if a sum has not been set aside
to provide for such payment in full, no dividends may be declared on
any other share capital of the Company (other than the Cumulative
Preference Shares), and no sum may be set aside for the payment
thereof, unless, on the date of declaration relative to any such
payment, an amount equal to the dividend stated to be payable on the
Non-cumulative Euro Preference Shares in respect of the then current
dividend period is set aside for the payment in full of such
dividend on the dividend payment date relating to the then current
dividend period; and
(ix) if any dividend stated to be payable on the Non-cumulative Euro
Preference Shares on any dividend payment date has not been declared
and paid in full, or if a sum has not been set aside to provide for
such payment in full, the Company may not redeem or purchase or
otherwise acquire for any consideration any other share capital of
the Company, and may not set aside any sum nor establish any sinking
fund for the redemption or purchase or other such acquisition
thereof, until such time as dividends stated to be payable on the
Non-cumulative Euro Preference Shares in respect of successive
dividend periods together aggregating no less than twelve months
shall thereafter have been declared and paid in full.
2.2A Abrogation of entitlement to dividend
In relation to any particular Non-Cumulative Euro Preference Shares
allotted on or after the date of passing of resolution 17 set out in
Appendix 2 to the circular letter to shareholders dated 15th March 2004,
all of the following provisions shall apply if (but only if) the Directors
so determine prior to allotment thereof:
(i) the Directors may, in their sole and absolute discretion, resolve
prior to any dividend payment date that the dividend on such
Non-cumulative Euro Preference Shares, or part thereof, shall not be
paid on that dividend payment date. If the Directors resolve as
aforesaid, then none or (as the case may be) part only of the
dividend shall not be declared and/or paid. The Directors shall be
bound to give their reasons for exercising their discretion under
this sub-paragraph, and the Directors may exercise their discretion
in respect of a dividend notwithstanding the previous setting aside
of a sum to provide for payment of that dividend;
(ii) to the extent that any dividend or part of a dividend on any
Non-cumulative Euro Preference Shares is, on any occasion, not paid
by reason of the exercise of the Directors' discretion pursuant to
sub-paragraph (i) above, the holders of such shares shall have no
claim in respect of such non-payment;
(iii) if any dividend or part of a dividend on any Non-cumulative Euro
Preference Shares has, on any occasion, not been paid by reason of
the exercise of the Directors' discretion under sub-paragraph (i)
above:
(1) the provisions of sub-paragraphs (viii) and (ix) of paragraph
2.2 shall not apply in respect of such non-payment;
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(2) such non-payment shall not prevent or restrict (a) the
declaration and payment of dividends on any other
Non-cumulative Euro Preference Shares, or on any preference
shares capital of the Company expressed to rank pari passu
with the Non-cumulative Euro Preference Shares, (b) the
setting aside of sums for the payment of such dividends, (c)
(subject to (4) below) the redemption, purchase or other
acquisition of shares in the Company by the Company, or (d)
(subject to (4) below) the setting aside of sums, or the
establishment of sinking funds, for any such redemption,
purchase or other acquisition by the Company;
(3) no dividend may be declared or paid on any share capital
ranking after the Non-cumulative Euro Preference Shares as
regards participation in profits (including the Ordinary
Shares) until such time as the dividend stated to be payable
on the Non-cumulative Euro Preference Shares to which the non-
payment relates in respect of a dividend period has thereafter
been declared and paid in full; and
(4) the Company may not redeem or purchase or otherwise acquire
for any consideration any share capital ranking after the
Non-cumulative Euro Preference Shares, and may not set aside
any sum nor establish any sinking fund for the redemption,
purchase or other such acquisition thereof, until such time as
dividends stated to be payable on the Non-cumulative Euro
Preference Shares to which the non-payment relates in respect
of successive dividend periods together aggregating no less
than twelve months shall thereafter have been declared and
paid in full;
(iv) if there is any conflict between the provisions of this paragraph
2.2A, as they apply to any Non-cumulative Euro Preference Shares,
and any other provisions of this Schedule applying to such
Non-cumulative Euro Preference Shares, the provisions of this
paragraph 2.2A shall prevail. In paragraph 2.1, the words", and
subject to the provisions of paragraph 2.2A, if applicable" shall be
deemed to be inserted after "if applicable" in the first sentence,
and in paragraph 2.2 the words "(subject to the provisions of
paragraph 2.2A, if applicable)" shall be deemed to be inserted after
"such dividend shall" in sub-paragraph (i) and after "dividends
shall" in sub-paragraph (ii);
(v) in determining the sum payable on any Non-cumulative Euro Preference
Shares pursuant to paragraph 2.3(i) below on a winding up or
liquidation, the Directors' discretion under sub-paragraph (i) above
shall be disregarded save in so far as such discretion was actually
exercised prior to the making of the determination;
(vi) in calculating any Relevant Redemption Premium payable in respect of
any Non-cumulative Euro Preference Shares pursuant to paragraph
2.6(ii)(B) below, the components "A" and "C" in the formulae for
such calculation shall be determined on the assumption that there
shall be no exercise by the Directors of their discretion under
sub-paragraph (i) above and in respect of such Non-cumulative Euro
Preference Shares; and
(vii) for the avoidance of doubt, no series of Non-cumulative Euro
Preference Shares shall be treated as ranking after any other New
Preference Shares with which it is expressed to rank pari passu as
regards participating in profits, by reason only of the provisions
set out in this paragraph 2.2A being included in the terms of issue
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applicable to that series, or any dividend on that series not being
paid by virtue of this paragraph 2.2A.
2.3 Capital
The right on a winding up or liquidation, voluntary or otherwise other
than (unless otherwise provided by the terms of issue of such share) a
redemption or purchase by the Company of any shares of any class to
receive in Euro out of the surplus assets of the Company available for
distribution amongst the members: --
(i) after payment of the arrears (if any) of the fixed cumulative
preferential dividends stated to be payable on the Cumulative
Preference Shares to the holders thereof in accordance with Article
4(B) FIRSTLY and pari passu with the holders of any other New
Preference Shares expressed to rank pari passu therewith as regards
participation in profits and in priority to the holders of the
Ordinary Shares of the Company a sum equal to: --
(A) the amount of any dividend which is due for payment after the
date of commencement of the winding up or liquidation but
which is payable in respect of a period ending on or before
such date; and
(B) any further amount of dividend payable in respect of the
period from the preceding dividend payment date to the date of
payment in accordance with this sub-paragraph (i);
but only to the extent that any such amount or further amount was,
or would have been payable as a dividend in accordance with or
pursuant to this Schedule 1 (other than pursuant to this provision);
and
(ii) subject thereto, pari passu with the holders of the Cumulative
Preference Shares and any other New Preference Shares expressed to
rank pari passu therewith as regards participation in surplus assets
in priority to the holders of the Ordinary Shares of the Company, a
sum equal to the amount paid up or credited as paid up on the Non-
cumulative Euro Preference Shares (including any premium paid to the
Company in respect thereof on issue).
If upon any such winding-up or liquidation, the amounts available for
payment are insufficient to cover the amounts payable in full on the
Cumulative Preference Shares, the Non-cumulative Euro Preference Shares
and on any other New Preference Shares expressed to rank pari passu
therewith as regards participation in surplus assets, then the holders of
the Cumulative Preference Shares, the Non-cumulative Euro Preference
Shares and such other New Preference Shares will share rateably in the
distribution of surplus assets (if any) in proportion to the full
respective preferential amounts to which they are entitled. No Non-
cumulative Euro Preference Share shall confer any right to participate in
the surplus assets of the Company other than that set out in this
paragraph 2.3.
2.4 Receipt of Notices
The right to have sent to the holder of each Non-cumulative Euro
Preference Share (at the same time as the same are sent to the holders of
Ordinary Shares) a copy of the Company's Annual Report and Accounts and
Interim Financial Statement together with notice of any General Meeting of
the Company at which such holder is entitled to attend and vote.
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2.5 Attendance and Voting at Meetings
The right to attend at a General Meeting of the Company and to speak to or
vote upon any Resolution proposed thereat in the following
circumstances:--
(i) in respect of a Resolution which is to be proposed at the Meeting
either varying or abrogating any of the rights attached to the
Non-cumulative Euro Preference Shares or proposing the winding up of
the Company (and then in each such case only to speak to and vote
upon any such Resolution);
(ii) in circumstances where the dividend stated to be payable on the
Non-cumulative Euro Preference Shares in respect of such number of
dividend periods as the Directors shall determine prior to allotment
thereof has not been declared and paid in full, and until such date
as the Directors shall likewise determine; and
(iii) in such other circumstances as the Directors may determine prior to
allotment of the Non-cumulative Euro Preference Shares,
but not otherwise, together with the right, in such circumstances and on
such terms, if any, as the Directors may determine prior to allotment of
the Non-cumulative Euro Preference Shares, to seek to requisition a
General Meeting of the Company. Whenever holders of Non-cumulative Euro
Preference Shares are so entitled to vote on a Resolution, on a show of
hands every such holder who is present in person shall have one vote and,
on a poll, every such holder who is present in person or by proxy shall
have such number of votes for each Non-cumulative Euro Preference Share
held as may be determined by the Directors prior to allotment of such
Non-cumulative Euro Preference Shares.
2.6 Redemption
(i) Unless the Directors shall, prior to the allotment of any series of
Non-cumulative Euro Preference Shares, determine that such series
shall be non-redeemable, each series of Non-cumulative Euro
Preference Shares shall, subject to the provisions of the Statutes,
be redeemable at the option of the Company in accordance with the
following provisions.
(ii) In the case of any series of Non-cumulative Euro Preference Shares
which are to be so redeemable: --
(A) the Company may, subject thereto, redeem on any Redemption
Date (as hereinafter defined) all or some only of the
Non-cumulative Euro Preference Shares by giving to the holders
of the Non-cumulative Euro Preference Shares to be redeemed
not less than 30 days' nor more than 60 days' prior notice in
writing (a "Notice of Redemption") of the relevant Redemption
Date. "Redemption Date" means, in relation to a Non-cumulative
Euro Preference Share, any date which falls no earlier than
five years and one day (or such longer period (if any) as may
be fixed by the Directors prior to allotment of such Share)
after the date of allotment of the Non-cumulative Euro
Preference Share to be redeemed;
(B) there shall be paid on each Non-cumulative Euro Preference
Share so redeemed, in Euro, the aggregate of the nominal
amount thereof together with any premium paid on issue
together with, where applicable, the Relevant Redemption
Premium (defined below) and together with arrears (if
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any) of dividends thereon (whether earned or declared or not)
in respect of the period from the dividend payment date last
preceding the Redemption Date to the Redemption Date.
"Relevant Redemption Premium" means an amount calculated in
accordance with such one (if any) of the following three
formulae as applied in relation to a Redemption Date notified
under sub-paragraph (A) above which falls within the period of
twelve months commencing on the date following the fifth,
sixth, seventh, eighth or ninth anniversary of the relevant
date of allotment ("the Relevant Date"), as the case may be,
as may be determined by the Directors prior to the Relevant
Date. The formula for calculation of the Relevant Redemption
Premium shall be: --
(a) A x B
where:
"A" is the amount of dividend excluding any associated
tax credit (not expressed as a percentage) calculated at
the date of allotment to which the holder of the
Non-cumulative Euro Preference Share to be redeemed
would become entitled in respect of the twelve months
following allotment by virtue of the terms of issue
thereof on the assumption that such amount of dividend
had accrued on the Non-cumulative Euro Preference Share
during such period and was payable at the end of such
period and on the further assumption that there shall be
no change in the associated tax credit affecting the
amount of dividend payable in respect of such period;
and
"B" in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the fifth anniversary of the Relevant Date, is 66.66 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the sixth anniversary of the Relevant Date, is 53.33 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the seventh anniversary of the Relevant Date, is 40 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the eighth anniversary of the Relevant Date, is 26.66
per cent.,
or
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in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the ninth anniversary of the Relevant Date is 13.33 per
cent.; or
(b) C x D
where:--
"C" is the amount of dividend excluding any associated
tax credit (not expressed as a percentage) calculated at
the date of allotment to which the holder of the
Non-cumulative Euro Preference Share to be redeemed
would become entitled in respect of the twelve months
following allotment by virtue of the terms of issue
thereof on the assumption that such amount of dividend
had accrued on the Non-cumulative Euro Preference Share
during such period and was payable at the end of such
period and on the further assumption that there shall be
no change in the associated tax credit affecting the
amount of dividend payable in respect of such period;
and
"D" in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the fifth anniversary of the Relevant Date, is 50 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the sixth anniversary of the Relevant Date, is 40 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the seventh anniversary of the Relevant Date, is 30 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the eighth anniversary of the Relevant Date, is 20 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the ninth anniversary of the Relevant Date is 10 per
cent.; or
(c) E x F
where:--
"E" is the amount of E25; and
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"F" in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the fifth anniversary of the Relevant Date, is 33.33 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the sixth anniversary of the Relevant Date, is 26.66 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the seventh anniversary of the Relevant Date, is 20 per
cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the eighth anniversary of the Relevant Date, is 13.33
per cent.,
or
in relation to a Redemption Date falling within the
period of twelve months commencing on the day following
the ninth anniversary of the Relevant Date, is 6.66 per
cent.
No Relevant Redemption Premium shall be payable when the
Redemption Date falls after the tenth anniversary of the
Relevant Date. The product of any of the above formulae in
respect of a Non-cumulative Euro Preference Share may, in the
Directors' discretion, be rounded down to the nearest whole
Euro.
The Directors may, in their discretion, determine in relation
to any Non-cumulative Euro Preference Share, prior to the
Relevant Date, that none of the above formulae shall apply, in
which event no Relevant Redemption Premium shall be payable;
(C) in the case of a redemption of some only of the Non-cumulative
Euro Preference Shares in any series, the Company shall for
the purpose of determining the particular Non-cumulative Euro
Preference Shares to be redeemed cause a drawing to be made at
the Office or such other place as the Directors may approve in
the presence of the Auditors for the time being of the
Company;
(D) any Notice of Redemption given under sub-paragraph (A) above
shall specify the applicable Redemption Date, the particular
Non-cumulative Euro Preference Shares to be redeemed and the
redemption price (specifying the amount of the accrued and
unpaid dividend per share to be included therein and stating
that dividends on the Non-cumulative Euro Preference Shares to
be redeemed will cease to accrue on redemption), and shall
state the place or places at which documents of title in
respect of such Non-cumulative Euro
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Preference Shares are to be presented and surrendered for
redemption and payment of the redemption monies is to be
effected. Upon such Redemption Date, the Company shall redeem
the particular Non-cumulative Euro Preference Shares to be
redeemed on that date subject to the provisions of this
paragraph and of the Statutes. No defect in the Notice of
Redemption or in the giving thereof shall affect the validity
of the redemption proceedings;
(E) subject to sub-paragraph (I) below, the provisions of this and
the following sub-paragraph shall have effect in relation to
Non-cumulative Euro Preference Shares for the time being
issued and registered in the Register of Members ("Registered
Shares") and represented by certificates ("Certificates") and
in relation to Non-cumulative Euro Preference Shares which, in
accordance with Article 52 of these presents, are for the time
being issued and represented by a Warrant (as defined in the
said Article 52) ("Bearer Shares"). Payments in respect of the
amount due on redemption of a Registered Share shall be made
by Euro cheque drawn on a bank in London or upon the request
of the holder or joint holders not later than the date
specified for the purpose in the Notice of Redemption by
transfer to a Euro account maintained by the payee with a bank
in London. Such payment will be against presentation and
surrender of the relative Certificate at the place or one of
the places specified in the Notice of Redemption and if any
Certificate so surrendered includes any Non-cumulative Euro
Preference Shares not to be redeemed on the relevant
Redemption Date the Company shall within fourteen days
thereafter issue to the holder, free of charge, a fresh
Certificate in respect of such Non-cumulative Euro Preference
Shares. Payment in respect of the amount due on redemption of
a Bearer Share shall be made by Euro cheque drawn on a bank in
London or upon the request of the holder not later than the
date specified for the purpose in the Notice of Redemption by
transfer to a Euro account maintained by the payee with a bank
in London. Such payments will be made against presentation and
surrender of the Warrant and all unmatured dividend coupons
and talons (if any) at the place or the places specified in
the Notice of Redemption. Upon the relevant Redemption Date
all unmatured dividend coupons and any talon for additional
dividend coupons appertaining thereto (whether or not
returned) shall become void and no payment will be made in
respect thereof. If the Warrant so surrendered represents any
Non-cumulative Euro Preference Shares not to be redeemed on
the relevant Redemption Date the Company shall issue, free of
charge, a fresh Warrant representing such Bearer Shares which
are not to be redeemed on such Redemption Date.
All payments in respect of redemption monies will in all
respects be subject to any applicable fiscal or other laws;
(F) as from the relevant Redemption Date the dividend on the
Non-cumulative Euro Preference Shares due for redemption shall
cease to accrue except on any such Non-cumulative Euro
Preference Share in respect of which, upon the due surrender
of the Certificate or, as the case may be, the Warrant and all
unmatured dividend coupons and talons (if any) in respect
thereof, in accordance with sub-paragraph (E) above, payment
of the redemption monies due on such Redemption Date shall be
improperly withheld or refused, in which case such dividend,
at the rate then applicable, shall be deemed to have continued
and shall accordingly continue to accrue from the relevant
Redemption Date to the date of payment of such redemption
monies. Such
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Non-cumulative Euro Preference Share shall not be treated as
having been redeemed until the redemption monies in question
together with the accrued dividend thereon shall have been
paid;
(G) if the due date for the payment of the redemption monies on
any Non-cumulative Euro Preference Shares is not a Euro
Business Day then payment of such monies will be made on the
next succeeding day which is a Euro Business Day and without
any interest or other payment in respect of such delay unless
such day shall fall within the next calendar month whereupon
such payment will be made on the preceding Euro Business Day;
(H) the receipt of the holder for the time being of any Registered
Share (or in the case of joint holders the receipt of any one
of them) and the receipt of the person delivering any Warrant
to the place or one of the places specified pursuant to
sub-paragraph (D) above in respect of the monies payable on
redemption on such Registered Share or, as the case may be,
such Bearer Share, shall constitute an absolute discharge to
the Company; and
(I) subject as aftermentioned, the provisions of sub-paragraphs
(E) and (F) above shall have effect in relation to Registered
Shares which are in uncertificated form within the meaning of
the Uncertificated Securities Regulations 1995 (as in force on
the date of adoption of this Schedule 1) in the same manner as
they have effect in relation to Registered Shares represented
by Certificates, save that (i) any provision of the said
paragraphs requiring presentation and surrender of a
Certificate shall be satisfied in the manner prescribed or
permitted by the said Regulations (or by any enactment or
subordinate legislation which amends or supersedes those
Regulations) or (subject to those Regulations or such
enactment or subordinate legislation) in such manner as may
from time to time be prescribed by the Directors), and (ii)
the Company shall not be under any obligation to issue a fresh
Certificate under sub-paragraph (E).
2.7 Purchase
Subject to the provisions of the Statutes and any other applicable laws,
the Company may at any time and from time to time purchase any
Non-cumulative Euro Preference Shares upon such terms as the Directors
shall determine provided that, in the case of Non-cumulative Euro
Preference Shares which are listed on the London Stock Exchange, the
purchase price, exclusive of expenses and accrued dividends, shall not
exceed (i) in the case of a purchase in the open market, or by tender
(which shall be available alike to all holders of the Non-cumulative Euro
Preference Shares), the average of the closing middle market quotations of
such Non-cumulative Euro Preference Shares on the London Stock Exchange
(as derived from The London Stock Exchange Daily Official List) for the
last ten dealing days preceding the date of purchase or (if higher), in
the case of a purchase in the open market only, the market price on the
date of purchase provided that such market price is not more than 105 per
cent. of such average and (ii) in the case of a purchase by private
treaty, 120 per cent. of the closing middle market quotation of such
Non-cumulative Euro Preference Shares on the London Stock Exchange (as
derived from The London Stock Exchange Daily Official List) for the last
dealing day preceding the date of purchase: but so that this proviso shall
not to any purchase of Non-cumulative Euro Preference Shares made in the
ordinary course of a business of dealing in securities.
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3. (a) Save with the written consent of the holders of three-quarters in
nominal value of, or with the sanction of an Extraordinary
Resolution passed at a separate General Meeting of the holders of,
the Non-cumulative Euro Preference Shares, the Directors shall not
authorise or create, or increase the amount of, any shares of any
class or any security convertible into shares of any class ranking
as regards rights to participate in the profits or assets of the
Company (other than on a redemption or purchase by the Company of
any such shares) in priority to the Non-cumulative Euro Preference
Shares.
(b) The special rights attached to any series of Non-cumulative Euro
Preference Shares allotted or in issue shall not (unless otherwise
provided by their terms of issue) be deemed to be varied by the
creation or issue of any New Shares ranking as regards participation
in the profits or assets of the Company in some or all respects pari
passu with or after such Non-cumulative Euro Preference Shares. Any
new shares ranking in some or all respects pari passu with such
Non-cumulative Euro Preference Shares may without their creation or
issue being deemed to vary the special rights attached to any
Non-cumulative Euro Preference Share then in issue either carry
rights identical in all respects with such Non-cumulative Euro
Preference Shares or any of them or carry rights differing therefrom
in any respect, including, but without prejudice to the generality
of the foregoing, in that:--
(i) the rate or means of calculating the dividend may differ and
the dividend may be cumulative or non-cumulative;
(ii) the New Shares or any series thereof may rank for dividend as
from such date as may be provided by the terms of issue
thereof and the dates for payment of dividend may differ;
(iii) the New Shares may be denominated in Sterling or in any
Foreign Currency;
(iv) a premium may be payable on return of capital or there may be
no such premium;
(v) the New Shares may be redeemable at the option of the holder
or of the Company, or may be non-redeemable and if redeemable
at the option of the Company, they may be redeemable at
different dates and on different terms from those applying to
the Non-cumulative Euro Preference Shares; and
(vi) the New Shares may be convertible into Ordinary Shares or any
other class of shares ranking as regards participation in the
profits and assets of the Company pari passu with or after
such Non-cumulative Euro Preference Shares in each case on
such terms and conditions as may be prescribed by the terms of
issue thereof.
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SCHEDULE 2
PART 1
NON-CUMULATIVE CONVERTIBLE STERLING PREFERENCE SHARES
1. The Non-cumulative Convertible Sterling Preference Shares are New
Preference Shares. They shall rank after the Cumulative Preference
Shares to the extent specified in Article 4 and this Schedule 2, and
shall rank pari passu inter se and (save as aforesaid) with the
Cumulative Preference Shares and with all other New Preference
Shares. They shall confer the rights and be subject to the
restrictions set out or referred to in this Part 1 of Schedule 2 and
shall also confer such further rights (not being inconsistent with
the rights set out or referred to in this Part 1) as may be attached
by the Directors to such shares in accordance with this Part 1 prior
to allotment. Whenever the Directors have power under this Part to
determine any of the rights attached to any of the Non-cumulative
Convertible Sterling Preference Shares, the rights so determined
need not be the same as those attached to the Non-cumulative
Convertible Sterling Preference Shares then allotted or in issue.
The Non-cumulative Convertible Sterling Preference Shares may be
issued in one or more separate series, and each series shall be
identified in such manner as the Directors may determine without any
such determination or identification requiring any alteration to
these presents.
2. Each Non-cumulative Convertible Sterling Preference Share shall
confer the following rights as to participation in the profits and
assets of the Company, receipt of notices, attendance and voting at
meetings, redemption and conversion:
2.1 Income
The right (subject to the provisions of paragraph 2.2, if
applicable) to a non-cumulative preferential dividend not exceeding
a specified amount payable in Sterling at such rate (which, in the
case of any series allotted after 11th April 2001, may be fixed or
variable and may be subject to recalculation at fixed intervals) on
such dates (each a "dividend payment date") in respect of such
periods (each a "dividend period") and on such other terms and
conditions as may be determined by the Directors prior to allotment
thereof. References in these presents to a "dividend" on the
Non-cumulative Convertible Sterling Preference Shares include a
reference to each dividend in respect of each dividend period
applicable thereto and references in this Part of the Schedule to
dividend payment dates and dividend periods are to dividend payment
dates and dividend periods in respect of the Non-cumulative
Convertible Sterling Preference Shares only. Such dividends shall be
paid in priority to the payment of any dividends on the Ordinary
Shares. The Non-cumulative Convertible Sterling Preference Shares
shall rank for dividend after the Cumulative Preference Shares, pari
passu with the Non-cumulative Sterling Preference Shares, the
Non-cumulative Dollar Preference Shares, the Category II
Non-cumulative Dollar Preference Shares, all other Convertible
Preference Shares and all other New Preference Shares expressed to
rank pari passu therewith as regards participation in profits and
otherwise in priority to any other share capital in the Company.
2.2 Further provisions as to income
All or any of the following provisions shall apply in relation to
any particular Non-cumulative Convertible Sterling Preference
Shares if so determined by the Directors prior to allotment
thereof:-
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(i) if, in the opinion of the Directors, the distributable profits of
the Company are sufficient to cover the payment in full of dividends
on the Non-cumulative Convertible Sterling Preference Shares on any
dividend payment date and also the payment in full of all other
dividends stated to be payable on such date on any other New
Preference Share expressed to rank pari passu therewith as regards
participation in profits, after payment in full, or the setting
aside of a sum to cover the payment in full, of all dividends stated
to be payable on such date on any Cumulative Preference Share, then
each such dividend shall be declared and paid in full;
(ii) if, in the opinion of the Directors, the distributable profits of
the Company are insufficient to cover the payment in full of
dividends on the Non-cumulative Convertible Sterling Preference
Shares on any dividend payment date and also the payment in full of
all other dividends stated to be payable on such date on any other
New Preference Share expressed to rank pari passu therewith as
regards participation in profits, after payment in full, or the
setting aside of a sum to cover the payment in full, of all
dividends stated to be payable on or before such date on any
Cumulative Preference Share, then dividends shall be declared by the
Directors pro rata for the Non-cumulative Convertible Sterling
Preference Shares and such other New Preference Shares to the extent
of the available distributable profits (if any) to the intent that
the amount of dividend declared per share on each such
Non-cumulative Convertible Sterling Preference Share and other New
Preference Share will bear to each other the same ratio as the
dividends accrued per share on each such Non-cumulative Convertible
Sterling Preference Share and other New Preference Share bear to
each other. If it shall subsequently appear that any such dividend
which has been paid should not, in accordance with the provisions of
this sub-paragraph, have been so paid, then provided the Directors
shall have acted in good faith, they shall not incur any liability
for any loss which any shareholder may suffer in consequence of such
payment having been made;
(iii) if, in the opinion of the Directors, the payment of any dividend on
any Non-cumulative Convertible Sterling Preference Shares would
breach or cause a breach of the capital adequacy requirements of the
Financial Services Authority (or any person or body to whom the
banking supervision functions of the Financial Services Authority
are transferred) applicable to the Company and/or any of its
subsidiaries, then none of such dividend shall be declared or paid;
(iv) subject to sub-paragraph (v) below, the Non-cumulative Convertible
Sterling Preference Shares shall carry no further right to
participate in the profits of the Company and if and to the extent
that any dividend or part thereof is on any occasion not paid for
the reasons described in sub-paragraph (ii) or (iii) above, the
holders of such shares shall have no claim in respect of such
non-payment;
(v) if any dividend or part thereof on any Non-cumulative Convertible
Sterling Preference Share is not payable for the reasons specified
in sub-paragraphs (ii) or (iii) above and if they so resolve, the
Directors may, subject to the Statutes, pay a special non-cumulative
preferential dividend on the Non-cumulative Convertible Sterling
Preference Shares at a rate not exceeding L0.01 per share (but
so that reference elsewhere in this Schedule 2 and in these presents
to any dividend payable on any Non-cumulative Convertible Sterling
Preference Shares shall not be treated as including a reference to
any such special dividend);
(vi) if any date on which dividends are payable on Non-cumulative
Convertible Sterling Preference Shares is not a day on which banks
in London are open for business, and
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on which foreign exchange dealings may be conducted in London ("a
Sterling Business Day"), then payment of the dividend payable on
such date will be made on the succeeding Sterling Business Day and
without any interest or other payment in respect of such delay
unless such day shall fall within the next calendar month whereupon
such payment will be made on the preceding Sterling Business Day;
(vii) dividends payable on Non-cumulative Convertible Sterling Preference
Shares shall accrue from and to the dates determined by the
Directors prior to allotment thereof, and the amount of dividend
payable in respect of any period shorter than a full dividend period
will be calculated on the basis of twelve 30 day months, a 360 day
year and the actual number of days elapsed in such period;
(viii) if any dividend stated to be payable on the Non-cumulative
Convertible Sterling Preference Shares on the most recent dividend
payment date has not been declared and paid in full, or if a sum has
not been set aside to provide for such payment in full, no dividends
may be declared on any other share capital of the Company (other
than the Cumulative Preference Shares), and no sum may be set aside
for the payment thereof, unless, on the date of declaration relative
to any such payment, an amount equal to the dividend stated to be
payable on the Non-cumulative Convertible Sterling Preference Shares
in respect of the then current dividend period is set aside for the
payment in full of such dividend on the dividend payment date
relating to the then current dividend period; and
(ix) if any dividend stated to be payable on the Non-cumulative
Convertible Sterling Preference Shares on any dividend payment date
has not been declared and paid in full, or if a sum has not been set
aside to provide for such payment in full, the Company may not
redeem or purchase or otherwise acquire for any consideration any
other share capital of the Company, and may not set aside any sum
nor establish any sinking fund for the redemption or purchase or
other such acquisition thereof, until such time as dividends stated
to be payable on the Non-cumulative Convertible Sterling Preference
Shares in respect of successive dividend periods together
aggregating no less than twelve months shall thereafter have been
declared and paid in full.
2.3 Capital
The right on a winding up or liquidation, voluntary or otherwise other
than (unless otherwise provided by the terms of issue of such share) a
redemption or purchase by the Company of any shares of any class to
receive in Sterling out of the surplus assets of the Company available for
distribution amongst the members:-
(i) after payment of the arrears (if any) of the fixed cumulative
preferential dividends stated to be payable on the Cumulative
Preference Shares to the holders thereof in accordance with Article
4(B) FIRSTLY and pari passu with the holders of any other New
Preference Shares expressed to rank pari passu therewith as regards
participation in profits and in priority to the holders of the
Ordinary Shares of the Company a sum equal to:-
(A) the amount of any dividend which is due for payment after the
date of commencement of the winding up or liquidation but
which is payable in respect of a period ending on or before
such date; and
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(B) any further amount of dividend payable in respect of the
period from the preceding dividend payment date to the date of
payment in accordance with this sub-paragraph (i);
but only to the extent that any such amount or further amount was,
or would have been payable as a dividend in accordance with or
pursuant to this Part of Schedule 2 (other than pursuant to this
provision); and
(ii) subject thereto, pari passu with the holders of the Cumulative
Preference Shares and any other New Preference Shares expressed to
rank pari passu therewith as regards participation in surplus assets
in priority to the holders of the Ordinary Shares of the Company, a
sum equal to the amount paid up or credited as paid up on the Non-
cumulative Convertible Sterling Preference Shares (including any
premium paid to the Company in respect thereof on issue).
If upon any such winding-up or liquidation, the amounts available for
payment are insufficient to cover the amounts payable in full on the
Cumulative Preference Shares, the Non-cumulative Convertible Sterling
Preference Shares and on any other New Preference Shares expressed to rank
pari passu therewith as regards participation in surplus assets, then the
holders of the Cumulative Preference Shares, the Non-cumulative
Convertible Sterling Preference Shares and such other New Preference
Shares will share rateably in the distribution of surplus assets (if any)
in proportion to the full respective preferential amounts to which they
are entitled. No Non-cumulative Convertible Sterling Preference Share
shall confer any right to participate in the surplus assets of the Company
other than that set out in this paragraph 2.3.
2.4 Receipt of Notices
The right to have sent to the holder of each Non-cumulative Convertible
Sterling Preference Share (at the same time as the same are sent to the
holders of Ordinary Shares) a copy of the Company's Annual Report and
Accounts and Interim Financial Statement together with notice of any
General Meeting of the Company at which such holder is entitled to attend
and vote.
2.5 Attendance and Voting at Meetings
The right to attend at a General Meeting of the Company and to speak to or
vote upon any Resolution proposed thereat in the following circumstances:-
(i) in respect of a Resolution which is to be proposed at the Meeting
either varying or abrogating any of the rights attached to the
Non-cumulative Convertible Sterling Preference Shares or proposing
the winding up of the Company (and then in each such case only to
speak to and vote upon any such Resolution);
(ii) in circumstances where the dividend stated to be payable on the
Non-cumulative Convertible Sterling Preference Shares in respect of
such number of dividend periods as the Directors shall determine
prior to allotment thereof has not been declared and paid in full,
and until such date as the Directors shall likewise determine; and
(iii) in such other circumstances as the Directors may determine prior to
allotment of the Non-cumulative Convertible Sterling Preference
Shares, but not otherwise, together with the right, in such
circumstances and on such terms, if any, as the Directors may
determine prior to allotment of the Non-cumulative Convertible
Sterling Preference
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Shares, to seek to requisition a General Meeting of the Company.
Whenever holders of Non-cumulative Convertible Sterling Preference
Shares are so entitled to vote on a Resolution, on a show of hands
every such holder who is present in person shall have one vote and,
on a poll, every such holder who is present in person or by proxy
shall have such number of votes for each Non-cumulative Convertible
Sterling Preference Share held as may be determined by the Directors
prior to allotment of such Non-cumulative Convertible Sterling
Preference Shares.
2.6 Redemption
Each series of Non-cumulative Convertible Sterling Preference Shares
shall, subject to the provisions of the Statutes, be redeemable at the
option of the Company in accordance with the following provisions:-
(A) the Company may, subject thereto, redeem on any Redemption Date (as
hereinafter defined) all or some only of the Non-cumulative
Convertible Sterling Preference Shares by giving to the holders of
the Non-cumulative Convertible Sterling Preference Shares to be
redeemed not less than 120 days' nor more than 150 days' prior
notice in writing (a "Notice of Redemption") of the relevant
Redemption Date. "Redemption Date" means, in relation to a
Non-cumulative Convertible Sterling Preference Share, any date which
falls no earlier than ten years and one day after the date of
allotment of the Non-cumulative Convertible Sterling Preference
Share to be redeemed; provided that the Directors may determine,
prior to allotment of any series of Non-cumulative Convertible
Sterling Preference Shares, that this sub-paragraph (A) shall have
effect in relation to that series as if the reference to ten years
was a reference to such longer period (not exceeding thirty years)
as they determine prior to allotment. The Company shall not be
entitled (save with the consent of the relevant holder) to give a
Notice of Redemption under this sub-paragraph (A) in respect of any
share for which a Conversion Notice (as defined in paragraph 5 of
Part 4 of this Schedule 2) has been given in accordance with that
Part and not withdrawn;
(AA) notwithstanding the foregoing, in relation to any series of
Non-cumulative Convertible Sterling Preference Shares allotted after
11th April 2001, sub-paragraph (A) above shall have effect as if the
references to ten years, in both places where they occur, were
references to five years;
(B) there shall be paid on each Non-cumulative Convertible Sterling
Preference Share so redeemed, in Sterling, the aggregate of the
nominal amount thereof together with any premium paid on issue and
together with arrears (if any) of dividends thereon (whether earned
or declared or not) in respect of the period from the dividend
payment date last preceding the Redemption Date to the Redemption
Date;
(C) in the case of a redemption of some only of the Non-cumulative
Convertible Sterling Preference Shares in any series, the Company
shall for the purpose of determining the particular Non-cumulative
Convertible Sterling Preference Shares to be redeemed cause a
drawing to be made at the Office or such other place as the
Directors may approve in the presence of the Auditors for the time
being of the Company, provided that there shall be excluded from
such drawing any Non-cumulative Convertible Sterling Preference
Shares to be converted pursuant to Part 4 of this Schedule 2;
(D) any Notice of Redemption given under sub-paragraph (A) above shall
specify the applicable Redemption Date, the particular
Non-cumulative Convertible Sterling Preference Shares to be redeemed
and the redemption price (specifying the amount
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of the accrued and unpaid dividend per share to be included therein
and stating that dividends on the Non-cumulative Convertible
Sterling Preference Shares to be redeemed will cease to accrue on
redemption), and shall state the place or places at which documents
of title in respect of such Non-cumulative Convertible Sterling
Preference Shares are to be presented and surrendered for redemption
and payment of the redemption monies is to be effected. Upon such
Redemption Date, the Company shall redeem the particular
Non-cumulative Convertible Sterling Preference Shares to be redeemed
on that date subject to the provisions of this paragraph and of the
Statutes. No defect in the Notice of Redemption or in the giving
thereof shall affect the validity of the redemption proceedings;
(E) subject to sub-paragraph (I) below, the provisions of this and the
following sub-paragraph shall have effect in relation to
Non-cumulative Convertible Sterling Preference Shares for the time
being issued and registered in the Register of Members ("Registered
Shares") and represented by certificates ("Certificates") and in
relation to Non-cumulative Convertible Sterling Preference Shares
which, in accordance with Article 52 of these presents, are for the
time being issued and represented by a Warrant (as defined in the
said Article 52) ("Bearer Shares"). Payments in respect of the
amount due on redemption of a Registered Share shall be made by
Sterling cheque drawn on a bank in London or upon the request of the
holder or joint holders not later than the date specified for the
purpose in the Notice of Redemption by transfer to a Sterling
account maintained by the payee with a bank in London. Such payment
will be against presentation and surrender of the relative
Certificate at the place or one of the places specified in the
Notice of Redemption and if any Certificate so surrendered includes
any Non-cumulative Convertible Sterling Preference Shares not to be
redeemed on the relevant Redemption Date (other than Non-cumulative
Convertible Sterling Preference Shares to be converted pursuant to
Part 4 of this Schedule 2) the Company shall within fourteen days
thereafter issue to the holder, free of charge, a fresh Certificate
in respect of such Non-cumulative Convertible Sterling Preference
Shares. Payment in respect of the amount due on redemption of a
Bearer Share shall be made by Sterling cheque drawn on a bank in
London or upon the request of the holder not later than the date
specified for the purpose in the Notice of Redemption by transfer to
a Sterling account maintained by the payee with a bank in London.
Such payments will be made against presentation and surrender of the
Warrant and all unmatured dividend coupons and talons (if any) at
the place or the places specified in the Notice of Redemption. Upon
the relevant Redemption Date all unmatured dividend coupons and any
talon for additional dividend coupons appertaining thereto (whether
or not returned) shall become void and no payment will be made in
respect thereof. If the Warrant so surrendered represents any
Non-cumulative Convertible Sterling Preference Shares not to be
redeemed on the relevant Redemption Date (other than Non-cumulative
Convertible Sterling Preference Shares to be converted pursuant to
Part 4 of this Schedule 2) the Company shall issue, free of charge,
a fresh Warrant representing such Bearer Shares which are not to be
redeemed on such Redemption Date.
All payments in respect of redemption monies will in all respects be
subject to any applicable fiscal or other laws;
(F) as from the relevant Redemption Date the dividend on the
Non-cumulative Convertible Sterling Preference Shares due for
redemption shall cease to accrue except on any such Non-cumulative
Convertible Sterling Preference Share in respect of which, upon the
due surrender of the Certificate or, as the case may be, the
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Warrant and all unmatured dividend coupons and talons (if any) in
respect thereof, in accordance with sub-paragraph (E) above, payment
of the redemption monies due on such Redemption Date shall be
improperly withheld or refused, in which case such dividend, at the
rate then applicable, shall be deemed to have continued and shall
accordingly continue to accrue from the relevant Redemption Date to
the date of payment of such redemption monies. Such Non-cumulative
Convertible Sterling Preference Share shall not be treated as having
been redeemed until the redemption monies in question together with
the accrued dividend thereon shall have been paid;
(G) if the due date for the payment of the redemption monies on any
Non-cumulative Convertible Sterling Preference Shares is not a
Sterling Business Day then payment of such monies will be made on
the next succeeding day which is a Sterling Business Day and without
any interest or other payment in respect of such delay unless such
day shall fall within the next calendar month whereupon such payment
will be made on the preceding Sterling Business Day;
(H) the receipt of the holder for the time being of any Registered Share
(or in the case of joint holders the receipt of any one of them) and
the receipt of the person delivering any Warrant to the place or one
of the places specified pursuant to sub-paragraph (D) above in
respect of the monies payable on redemption on such Registered Share
or, as the case may be, such Bearer Share, shall constitute an
absolute discharge to the Company; and
(I) subject as aftermentioned, the provisions of sub-paragraphs (E) and
(F) above shall have effect in relation to Registered Shares which
are in uncertificated form within the meaning of the Uncertificated
Securities Regulations 1995 (as in force on the date of adoption of
this Schedule 2) in the same manner as they have effect in relation
to Registered Shares represented by Certificates, save that (i) any
provision of the said paragraphs requiring presentation and
surrender of a Certificate shall be satisfied in the manner
prescribed or permitted by the said Regulations (or by any enactment
or subordinate legislation which amends or supersedes those
Regulations) or (subject to those Regulations or such enactment or
subordinate legislation) in such manner as may from time to time be
prescribed by the Directors), and (ii) the Company shall not be
under any obligation to issue a fresh Certificate under sub-
paragraph (E).
2.7 Purchase
Subject to the provisions of the Statutes and any other applicable laws,
the Company may at any time and from time to time purchase any
Non-cumulative Convertible Sterling Preference Shares upon such terms as
the Directors shall determine provided that, in the case of Non-
cumulative Convertible Sterling Preference Shares which are listed on the
London Stock Exchange, the purchase price, exclusive of expenses and
accrued dividends, shall not exceed (i) in the case of a purchase in the
open market, or by tender (which shall be available alike to all holders
of the Non-cumulative Convertible Sterling Preference Shares), the average
of the closing middle market quotations of such Non-cumulative Convertible
Sterling Preference Shares on the London Stock Exchange (as derived from
The London Stock Exchange Daily Official List) for the last ten dealing
days preceding the date of purchase or (if higher), in the case of a
purchase in the open market only, the market price on the date of purchase
provided that such market price is not more than 105 per cent of such
average and (ii) in the case of a purchase by private treaty, 120 per cent
of the closing middle market quotation of such Non-cumulative Convertible
Sterling Preference Shares on the London Stock Exchange (as derived from
The London Stock Exchange Daily Official List) for the last dealing day
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preceding the date of purchase: but so that this proviso shall not apply
to any purchase of Non-cumulative Convertible Sterling Preference Shares
made in the ordinary course of a business of dealing in securities.
2.8 Conversion
The Non-cumulative Convertible Sterling Preference Shares shall be
convertible into Ordinary Shares in the manner set out in (and subject to
the provisions of) Part 4 of this Schedule 2. The provisions of paragraph
2.6 of this Part 1 regarding redemption are without prejudice to any
provisions in the said Part 4 providing for the effecting of conversion by
means of redemption.
3. (a) Save with the written consent of the holders of three-quarters in
nominal value of, or with the sanction of an Extraordinary
Resolution passed at a separate General Meeting of the holders of,
the Non-cumulative Convertible Sterling Preference Shares, the
Directors shall not authorise or create, or increase the amount of,
any shares of any class or any security convertible into shares of
any class ranking as regards rights to participate in the profits or
assets of the Company (other than on a redemption or purchase by the
Company of any such shares) in priority to the Non-cumulative
Convertible Sterling Preference Shares.
(b) The special rights attached to any series of Non-cumulative
Convertible Sterling Preference Shares allotted or in issue shall
not (unless otherwise provided by their terms of issue) be deemed to
be varied by the creation or issue of any New Shares ranking as
regards participation in the profits or assets of the Company in
some or all respects pari passu with or after such Non-cumulative
Convertible Sterling Preference Shares. Any new shares ranking in
some or all respects pari passu with such Non-cumulative Convertible
Sterling Preference Shares may without their creation or issue being
deemed to vary the special rights attached to any Non-cumulative
Convertible Sterling Preference Share then in issue either carry
rights identical in all respects with such Non-cumulative
Convertible Sterling Preference Shares or any of them or carry
rights differing therefrom in any respect, including, but without
prejudice to the generality of the foregoing, in that:-
(i) the rate or means of calculating the dividend may differ and
the dividend may be cumulative or non-cumulative;
(ii) the New Shares or any series thereof may rank for dividend as
from such date as may be provided by the terms of issue
thereof and the dates for payment of dividend may differ;
(iii) the New Shares may be denominated in Sterling or in any
Foreign Currency;
(iv) a premium may be payable on return of capital or there may be
no such premium;
(v) the New Shares may be redeemable at the option of the holder
or of the Company, or may be non-redeemable and if redeemable
at the option of the Company, they may be redeemable at
different dates and on different terms from those applying to
the Non-cumulative Convertible Sterling Preference Shares; and
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(vi) the New Shares may be convertible into Ordinary Shares or any
other class of shares ranking as regards participation in the
profits and assets of the Company pari passu with or after
such Non-cumulative Convertible Sterling Preference Shares in
each case on such terms and conditions as may be prescribed by
the terms of issue thereof.
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PART 2
NON-CUMULATIVE CONVERTIBLE DOLLAR PREFERENCE SHARES
1. The Non-cumulative Convertible Dollar Preference Shares are New
Preference Shares. They shall rank after the Cumulative Preference
Shares to the extent specified in Article 4 and this Schedule 2, and
shall rank pari passu inter se and (save as aforesaid) with the
Cumulative Preference Shares and with all other New Preference
Shares. They shall confer the rights and be subject to the
restrictions set out or referred to in this Part 2 of Schedule 2 and
shall also confer such further rights (not being inconsistent with
the rights set out or referred to in this Part 2) as may be attached
by the Directors to such shares in accordance with this Part 2 prior
to allotment. Whenever the Directors have power under this Part to
determine any of the rights attached to any of the Non-cumulative
Convertible Dollar Preference Shares, the rights so determined need
not be the same as those attached to the Non-cumulative Convertible
Dollar Preference Shares then allotted or in issue. The
Non-cumulative Convertible Dollar Preference Shares may be issued in
one or more separate series, and each series shall be identified in
such manner as the Directors may determine without any such
determination or identification requiring any alteration to these
presents.
2. Each Non-cumulative Convertible Dollar Preference Share shall confer
the following rights as to participation in the profits and assets
of the Company, receipt of notices, attendance and voting at
meetings, redemption and conversion:
2.1 Income
The right (subject to the provisions of paragraph 2.2, if
applicable) to a non-cumulative preferential dividend not exceeding
a specified amount payable in Dollars at such rate (which, in the
case of any series allotted after 11th April 2001, may be fixed or
variable and may be subject to recalculation at fixed intervals) on
such dates (each a "dividend payment date") in respect of such
periods (each a "dividend period") and on such other terms and
conditions as may be determined by the Directors prior to allotment
thereof. References in these presents to a "dividend" on the
Non-cumulative Convertible Dollar Preference Shares include a
reference to each dividend in respect of each dividend period
applicable thereto and references in this Part of the Schedule to
dividend payment dates and dividend periods are to dividend payment
dates and dividend periods in respect of the Non-cumulative
Convertible Dollar Preference Shares only. Such dividends shall be
paid in priority to the payment of any dividends on the Ordinary
Shares. The Non-cumulative Convertible Dollar Preference Shares
shall rank for dividend after the Cumulative Preference Shares, pari
passu with the Non-cumulative Sterling Preference Shares, the
Non-cumulative Dollar Preference Shares, the Category II
Non-cumulative Dollar Preference Shares, all other Convertible
Preference Shares and all other New Preference Shares expressed to
rank pari passu therewith as regards participation in profits and
otherwise in priority to any other share capital in the Company.
2.2 Further provisions as to income
All or any of the following provisions shall apply in relation to
any particular Non-cumulative Convertible Dollar Preference Shares
if so determined by the Directors prior to allotment thereof:-
(i) if, in the opinion of the Directors, the distributable profits
of the Company are sufficient to cover the payment in full of
dividends on the Non-cumulative Convertible Dollar Preference
Shares on any dividend payment date and also the payment in
full of all other dividends stated to be payable on such date
on any other
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New Preference Share expressed to rank pari passu therewith as
regards participation in profits, after payment in full, or the
setting aside of a sum to cover the payment in full, of all
dividends stated to be payable on such date on any Cumulative
Preference Share, then each such dividend shall be declared and paid
in full;
(ii) if, in the opinion of the Directors, the distributable profits of
the Company are insufficient to cover the payment in full of
dividends on the Non-cumulative Convertible Dollar Preference Shares
on any dividend payment date and also the payment in full of all
other dividends stated to be payable on such date on any other New
Preference Share expressed to rank pari passu therewith as regards
participation in profits, after payment in full, or the setting
aside of a sum to cover the payment in full, of all dividends stated
to be payable on or before such date on any Cumulative Preference
Share, then dividends shall be declared by the Directors pro rata
for the Non-cumulative Convertible Dollar Preference Shares and such
other New Preference Shares to the extent of the available
distributable profits (if any) to the intent that the amount of
dividend declared per share on each such Non-cumulative Convertible
Dollar Preference Share and other New Preference Share will bear to
each other the same ratio as the dividends accrued per share on each
such Non-cumulative Convertible Dollar Preference Share and other
New Preference Share bear to each other. If it shall subsequently
appear that any such dividend which has been paid should not, in
accordance with the provisions of this sub-paragraph, have been so
paid, then provided the Directors shall have acted in good faith,
they shall not incur any liability for any loss which any
shareholder may suffer in consequence of such payment having been
made;
(iii) if, in the opinion of the Directors, the payment of any dividend on
any Non-cumulative Convertible Dollar Preference Shares would
breach or cause a breach of the capital adequacy requirements of the
Financial Services Authority (or any person or body to whom the
banking supervision functions of the Financial Services Authority
are transferred) applicable to the Company and/or any of its
subsidiaries, then none of such dividend shall be declared or paid;
(iv) subject to sub-paragraph (v) below, the Non-cumulative Convertible
Dollar Preference Shares shall carry no further right to participate
in the profits of the Company and if and to the extent that any
dividend or part thereof is on any occasion not paid for the reasons
described in sub-paragraph (ii) or (iii) above, the holders of such
shares shall have no claim in respect of such non-payment; (v) if
any dividend or part thereof on any Non-cumulative Convertible
Dollar Preference Share is not payable for the reasons specified in
sub-paragraphs (ii) or (iii) above and if they so resolve, the
Directors may, subject to the Statutes, pay a special non-cumulative
preferential dividend on the Non-cumulative Convertible Dollar
Preference Shares at a rate not exceeding 1 (one) US cent per share
(but so that reference elsewhere in this Schedule 2 and in these
presents to any dividend payable on any Non-cumulative Convertible
Dollar Preference Shares shall not be treated as including a
reference to any such special dividend);
(vi) if any date on which dividends are payable on Non-cumulative
Convertible Dollar Preference Shares is not a day on which banks in
London and the City of New York are open for business, and on which
foreign exchange dealings may be conducted in such cities (a "Dollar
Business Day"), then payment of the dividend payable on such date
will be made on the succeeding Dollar Business Day and without any
interest or other payment in respect of such delay unless such day
shall fall within the
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next calendar month whereupon such payment will be made on the
preceding Dollar Business Day;
(vii) dividends payable on Non-cumulative Convertible Dollar Preference
Shares shall accrue from and to the dates determined by the
Directors prior to allotment thereof, and the amount of dividend
payable in respect of any period shorter than a full dividend period
will be calculated on the basis of twelve 30 day months, a 360 day
year and the actual number of days elapsed in such period;
(viii) if any dividend stated to be payable on the Non-cumulative
Convertible Dollar Preference Shares on the most recent dividend
payment date has not been declared and paid in full, or if a sum has
not been set aside to provide for such payment in full, no dividends
may be declared on any other share capital of the Company (other
than the Cumulative Preference Shares), and no sum may be set aside
for the payment thereof, unless, on the date of declaration relative
to any such payment, an amount equal to the dividend stated to be
payable on the Non-cumulative Convertible Dollar Preference Shares
in respect of the then current dividend period is set aside for the
payment in full of such dividend on the dividend payment date
relating to the then current dividend period; and
(ix) if any dividend stated to be payable on the Non-cumulative
Convertible Dollar Preference Shares on any dividend payment date
has not been declared and paid in full, or if a sum has not been set
aside to provide for such payment in full, the Company may not
redeem or purchase or otherwise acquire for any consideration any
other share capital of the Company, and may not set aside any sum
nor establish any sinking fund for the redemption or purchase or
other such acquisition thereof, until such time as dividends stated
to be payable on the Non-cumulative Convertible Dollar Preference
Shares in respect of successive dividend periods together
aggregating no less than twelve months shall thereafter have been
declared and paid in full.
2.3 Capital
The right on a winding up or liquidation, voluntary or otherwise other than
(unless otherwise provided by the terms of issue of such share) a
redemption or purchase by the Company of any shares of any class to receive
in Dollars out of the surplus assets of the Company available for
distribution amongst the members:-
(i) after payment of the arrears (if any) of the fixed cumulative
preferential dividends stated to be payable on the Cumulative
Preference Shares to the holders thereof in accordance with Article
4(B) FIRSTLY and pari passu with the holders of any other New
Preference Shares expressed to rank pari passu therewith as regards
participation in profits and in priority to the holders of the
Ordinary Shares of the Company a sum equal to:-
(A) the amount of any dividend which is due for payment after the
date of commencement of the winding up or liquidation but
which is payable in respect of a period ending on or before
such date; and
(B) any further amount of dividend payable in respect of the
period from the preceding dividend payment date to the date of
payment in accordance with this sub-paragraph (i);
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but only to the extent that any such amount or further amount was,
or would have been payable as a dividend in accordance with or
pursuant to this Part of Schedule 2 (other than pursuant to this
provision); and
(ii) subject thereto, pari passu with the holders of the Cumulative
Preference Shares and any other New Preference Shares expressed to
rank pari passu therewith as regards participation in surplus assets
in priority to the holders of the Ordinary Shares of the Company, a
sum equal to the amount paid up or credited as paid up on the Non-
cumulative Convertible Dollar Preference Shares (including any
premium paid to the Company in respect thereof on issue).
If upon any such winding-up or liquidation, the amounts available
for payment are insufficient to cover the amounts payable in full on
the Cumulative Preference Shares, the Non-cumulative Convertible
Dollar Preference Shares and on any other New Preference Shares
expressed to rank pari passu therewith as regards participation in
surplus assets, then the holders of the Cumulative Preference
Shares, the Non-cumulative Convertible Dollar Preference Shares and
such other New Preference Shares will share rateably in the
distribution of surplus assets (if any) in proportion to the full
respective preferential amounts to which they are entitled. No
Non-cumulative Convertible Dollar Preference Share shall confer any
right to participate in the surplus assets of the Company other than
that set out in this paragraph 2.3.
2.4 Receipt of Notices
The right to have sent to the holder of each Non-cumulative Convertible
Dollar Preference Share (at the same time as the same are sent to the
holders of Ordinary Shares) a copy of the Company's Annual Report and
Accounts and Interim Financial Statement together with notice of any
General Meeting of the Company at which such holder is entitled to attend
and vote.
2.5 Attendance and Voting at Meetings
The right to attend at a General Meeting of the Company and to speak to or
vote upon any Resolution proposed thereat in the following circumstances:-
(i) in respect of a Resolution which is to be proposed at the Meeting
either varying or abrogating any of the rights attached to the
Non-cumulative Convertible Dollar Preference Shares or proposing the
winding up of the Company (and then in each such case only to speak
to and vote upon any such Resolution);
(ii) in circumstances where the dividend stated to be payable on the
Non-cumulative Convertible Dollar Preference Shares in respect of
such number of dividend periods as the Directors shall determine
prior to allotment thereof has not been declared and paid in full,
and until such date as the Directors shall likewise determine; and
(iii) in such other circumstances as the Directors may determine prior to
allotment of the Non-cumulative Convertible Dollar Preference
Shares,
but not otherwise, together with the right, in such circumstances and on
such terms, if any, as the Directors may determine prior to allotment of
the Non-cumulative Convertible Dollar Preference Shares, to seek to
requisition a General Meeting of the Company. Whenever holders of
Non-cumulative Convertible Dollar Preference Shares are so entitled to
vote on a
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Resolution, on a show of hands every such holder who is present in person
shall have one vote and, on a poll, every such holder who is present in
person or by proxy shall have such number of votes for each Non-cumulative
Convertible Dollar Preference Share held as may be determined by the
Directors prior to allotment of such Non-cumulative Convertible Dollar
Preference Shares.
2.6 Redemption
Each series of Non-cumulative Convertible Dollar Preference Shares shall,
subject to the provisions of the Statutes, be redeemable at the option of
the Company in accordance with the following provisions:-
(A) the Company may, subject thereto, redeem on any Redemption Date (as
hereinafter defined) all or some only of the Non-cumulative
Convertible Dollar Preference Shares by giving to the holders of the
Non-cumulative Convertible Dollar Preference Shares to be redeemed
not less than 120 days' nor more than 150 days' prior notice in
writing (a "Notice of Redemption") of the relevant Redemption Date.
"Redemption Date" means, in relation to a Non-cumulative Convertible
Dollar Preference Share, any date which falls no earlier than five
years and one day (or such longer period (if any) as may be fixed by
the Directors prior to allotment of such Share) after the date of
allotment of the Non-cumulative Convertible Dollar Preference Share
to be redeemed. The Company shall not be entitled (save with the
consent of the relevant holder) to give a Notice of Redemption under
this sub-paragraph (A) in respect of any share for which a
Conversion Notice (as defined in paragraph 5 of Part 4 of this
Schedule 2) has been given in accordance with that Part and not
withdrawn;
(B) there shall be paid on each Non-cumulative Convertible Dollar
Preference Share so redeemed, in Dollars, the aggregate of the
nominal amount thereof together with any premium paid on issue and
together with arrears (if any) of dividends thereon (whether earned
or declared or not) in respect of the period from the dividend
payment date last preceding the Redemption Date to the Redemption
Date;
(C) in the case of a redemption of some only of the Non-cumulative
Convertible Dollar Preference Shares in any series, the Company
shall for the purpose of determining the particular Non-cumulative
Convertible Dollar Preference Shares to be redeemed cause a drawing
to be made at the Office or such other place as the Directors may
approve in the presence of the Auditors for the time being of the
Company, provided that there shall be excluded from such drawing any
Non-cumulative Convertible Dollar Preference Shares to be converted
pursuant to Part 4 of this Schedule 2;
(D) any Notice of Redemption given under sub-paragraph (A) above shall
specify the applicable Redemption Date, the particular
Non-cumulative Convertible Dollar Preference Shares to be redeemed
and the redemption price (specifying the amount of the accrued and
unpaid dividend per share to be included therein and stating that
dividends on the Non-cumulative Convertible Dollar Preference Shares
to be redeemed will cease to accrue on redemption), and shall state
the place or places at which documents of title in respect of such
Non-cumulative Convertible Dollar Preference Shares are to be
presented and surrendered for redemption and payment of the
redemption monies is to be effected. Upon such Redemption Date, the
Company shall redeem the particular Non-cumulative Convertible
Dollar Preference Shares to be redeemed on that date subject to the
provisions of this paragraph and of
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the Statutes. No defect in the Notice of Redemption or in the giving
thereof shall affect the validity of the redemption proceedings;
(E) subject to sub-paragraph (I) below, the provisions of this and the
following sub-paragraph shall have effect in relation to
Non-cumulative Convertible Dollar Preference Shares for the time
being issued and registered in the Register of Members ("Registered
Shares") and represented by certificates ("Certificates") and in
relation to Non-cumulative Convertible Dollar Preference Shares
which, in accordance with Article 52 of these presents, are for the
time being issued and represented by a Warrant (as defined in the
said Article 52) ("Bearer Shares"). Payments in respect of the
amount due on redemption of a Registered Share shall be made by
Dollar cheque drawn on a bank in London or in the City of New York
or upon the request of the holder or joint holders not later than
the date specified for the purpose in the Notice of Redemption by
transfer to a Dollar account maintained by the payee with a bank in
London or in the City of New York. Such payment will be against
presentation and surrender of the relative Certificate at the place
or one of the places specified in the Notice of Redemption and if
any Certificate so surrendered includes any Non-cumulative
Convertible Dollar Preference Shares not to be redeemed on the
relevant Redemption Date (other than Non-cumulative Convertible
Dollar Preference Shares to be converted pursuant to Part 4 of this
Schedule 2) the Company shall within fourteen days thereafter issue
to the holder, free of charge, a fresh Certificate in respect of
such Non-cumulative Convertible Dollar Preference Shares. Payment in
respect of the amount due on redemption of a Bearer Share shall be
made by Dollar cheque drawn on a bank in London or in the City of
New York or upon the request of the holder not later than the date
specified for the purpose in the Notice of Redemption by transfer to
a Dollar account maintained by the payee with a bank in London or in
the City of New York. Such payments will be made against
presentation and surrender of the Warrant and all unmatured dividend
coupons and talons (if any) at the place or the places specified in
the Notice of Redemption. Upon the relevant Redemption Date all
unmatured dividend coupons and any talon for additional dividend
coupons appertaining thereto (whether or not returned) shall become
void and no payment will be made in respect thereof. If the Warrant
so surrendered represents any Non-cumulative Convertible Dollar
Preference Shares not to be redeemed on the relevant Redemption Date
(other than Non-cumulative Convertible Dollar Preference Shares to
be converted pursuant to Part 4 of this Schedule 2) the Company
shall issue, free of charge, a fresh Warrant representing such
Bearer Shares which are not to be redeemed on such Redemption Date.
All payments in respect of redemption monies will in all respects be
subject to any applicable fiscal or other laws;
(F) as from the relevant Redemption Date the dividend on the
Non-cumulative Convertible Dollar Preference Shares due for
redemption shall cease to accrue except on any such Non-cumulative
Convertible Dollar Preference Share in respect of which, upon the
due surrender of the Certificate or, as the case may be, the Warrant
and all unmatured dividend coupons and talons (if any) in respect
thereof, in accordance with sub-paragraph (E) above, payment of the
redemption monies due on such Redemption Date shall be improperly
withheld or refused, in which case such dividend, at the rate then
applicable, shall be deemed to have continued and shall accordingly
continue to accrue from the relevant Redemption Date to the date of
payment of such redemption monies. Such Non-cumulative Convertible
Dollar Preference Share shall not be treated as having been redeemed
until the redemption monies in question together with the accrued
dividend thereon shall have been paid;
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(G) if the due date for the payment of the redemption monies on any
Non-cumulative Convertible Dollar Preference Shares is not a Dollar
Business Day then payment of such monies will be made on the next
succeeding day which is a Dollar Business Day and without any
interest or other payment in respect of such delay unless such day
shall fall within the next calendar month whereupon such payment
will be made on the preceding Dollar Business Day;
(H) the receipt of the holder for the time being of any Registered Share
(or in the case of joint holders the receipt of any one of them) and
the receipt of the person delivering any Warrant to the place or one
of the places specified pursuant to sub-paragraph (D) above in
respect of the monies payable on redemption on such Registered Share
or, as the case may be, such Bearer Share, shall constitute an
absolute discharge to the Company; and
(I) subject as aftermentioned, the provisions of sub-paragraphs (E) and
(F) above shall have effect in relation to Registered Shares which
are in uncertificated form within the meaning of the Uncertificated
Securities Regulations 1995 (as in force on the date of adoption of
this Schedule 2) in the same manner as they have effect in relation
to Registered Shares represented by Certificates, save that (i) any
provision of the said paragraphs requiring presentation and
surrender of a Certificate shall be satisfied in the manner
prescribed or permitted by the said Regulations (or by any enactment
or subordinate legislation which amends or supersedes those
Regulations) or (subject to those Regulations or such enactment or
subordinate legislation) in such manner as may from time to time be
prescribed by the Directors), and (ii) the Company shall not be
under any obligation to issue a fresh Certificate under sub-
paragraph (E).
2.7 Purchase
Subject to the provisions of the Statutes and any other applicable laws,
the Company may at any time and from time to time purchase any
Non-cumulative Convertible Dollar Preference Shares upon such terms as the
Directors shall determine provided that, in the case of Non-cumulative
Convertible Dollar Preference Shares which are listed on the London Stock
Exchange, the purchase price, exclusive of expenses and accrued dividends,
shall not exceed (i) in the case of a purchase in the open market, or by
tender (which shall be available alike to all holders of the
Non-cumulative Convertible Dollar Preference Shares), the average of the
closing middle market quotations of such Non-cumulative Convertible Dollar
Preference Shares on the London Stock Exchange (as derived from The London
Stock Exchange Daily Official List) for the last ten dealing days
preceding the date of purchase or (if higher), in the case of a purchase
in the open market only, the market price on the date of purchase provided
that such market price is not more than 105 per cent of such average and
(ii) in the case of a purchase by private treaty, 120 per cent of the
closing middle market quotation of such Non-cumulative Convertible Dollar
Preference Shares on the London Stock Exchange (as derived from The London
Stock Exchange Daily Official List) for the last dealing day preceding the
date of purchase: but so that this proviso shall not apply to any purchase
of Non-cumulative Convertible Dollar Preference Shares made in the
ordinary course of a business of dealing in securities.
2.8 Conversion
The Non-cumulative Convertible Dollar Preference Shares shall be
convertible into Ordinary Shares in the manner set out in (and subject to
the provisions of) Part 4 of this Schedule 2. The provisions of paragraph
2.6 of this Part 2 regarding redemption are without prejudice to
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any provisions in the said Part 4 providing for the effecting of
conversion by means of redemption.
3. (a) Save with the written consent of the holders of three-quarters in
nominal value of, or with the sanction of an Extraordinary
Resolution passed at a separate General Meeting of the holders of,
the Non-cumulative Convertible Dollar Preference Shares, the
Directors shall not authorise or create, or increase the amount of,
any shares of any class or any security convertible into shares of
any class ranking as regards rights to participate in the profits or
assets of the Company (other than on a redemption or purchase by the
Company of any such shares) in priority to the Non-cumulative
Convertible Dollar Preference Shares.
(b) The special rights attached to any series of Non-cumulative
Convertible Dollar Preference Shares allotted or in issue shall not
(unless otherwise provided by their terms of issue) be deemed to be
varied by the creation or issue of any New Shares ranking as regards
participation in the profits or assets of the Company in some or all
respects pari passu with or after such Non-cumulative Convertible
Dollar Preference Shares. Any new shares ranking in some or all
respects pari passu with such Non-cumulative Convertible Dollar
Preference Shares may without their creation or issue being deemed
to vary the special rights attached to any Non-cumulative
Convertible Dollar Preference Share then in issue either carry
rights identical in all respects with such Non-cumulative
Convertible Dollar Preference Shares or any of them or carry rights
differing therefrom in any respect, including, but without prejudice
to the generality of the foregoing, in that:-
(i) the rate or means of calculating the dividend may differ and
the dividend may be cumulative or non-cumulative;
(ii) the New Shares or any series thereof may rank for dividend as
from such date as may be provided by the terms of issue
thereof and the dates for payment of dividend may differ;
(iii) the New Shares may be denominated in Sterling or in any
Foreign Currency;
(iv) a premium may be payable on return of capital or there may be
no such premium;
(v) the New Shares may be redeemable at the option of the holder
or of the Company, or may be non-redeemable and if redeemable
at the option of the Company, they may be redeemable at
different dates and on different terms from those applying to
the Non-cumulative Convertible Dollar Preference Shares; and
(vi) the New Shares may be convertible into Ordinary Shares or any
other class of shares ranking as regards participation in the
profits and assets of the Company pari passu with or after
such Non-cumulative Convertible Dollar Preference Shares in
each case on such terms and conditions as may be prescribed by
the terms of issue thereof.
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PART 3
NON-CUMULATIVE CONVERTIBLE EURO PREFERENCE SHARES
1. The Non-cumulative Convertible Euro Preference Shares are New
Preference Shares. They shall rank after the Cumulative Preference
Shares to the extent specified in Article 4 and this Schedule 2, and
shall rank pari passu inter se and (save as aforesaid) with the
Cumulative Preference Shares and with all other New Preference
Shares. They shall confer the rights and be subject to the
restrictions set out or referred to in this Part 3 of Schedule 2 and
shall also confer such further rights (not being inconsistent with
the rights set out or referred to in Part 3) as may be attached by
the Directors to such shares in accordance with this Part 3 prior to
allotment. Whenever the Directors have power under this Part to
determine any of the rights attached to any of the Non-cumulative
Convertible Euro Preference Shares, the rights so determined need
not be the same as those attached to the Non-cumulative Convertible
Euro Preference Shares then allotted or in issue. The Non-cumulative
Convertible Euro Preference Shares may be issued in one or more
separate series, and each series shall be identified in such manner
as the Directors may determine without any such determination or
identification requiring any alteration to these presents.
2. Each Non-cumulative Convertible Euro Preference Share shall confer
the following rights as to participation in the profits and assets
of the Company, receipt of notices, attendance and voting at
meetings, redemption and conversion:
2.1 Income
The right (subject to the provisions of paragraph 2.2, if
applicable) to a non-cumulative preferential dividend not exceeding
a specified amount payable in Euro at such rate (which, in the case
of any series allotted after 11th April 2001, may be fixed or
variable and may be subject to recalculation at fixed intervals) on
such dates (each a "dividend payment date") in respect of such
periods (each a "dividend period") and on such other terms and
conditions as may be determined by the Directors prior to allotment
thereof. References in these presents to a "dividend" on the
Non-cumulative Convertible Euro Preference Shares include a
reference to each dividend in respect of each dividend period
applicable thereto and references in this Part of the Schedule to
dividend payment dates and dividend periods are to dividend payment
dates and dividend periods in respect of the Non-cumulative
Convertible Euro Preference Shares only. Such dividends shall be
paid in priority to the payment of any dividends on the Ordinary
Shares. The Non-cumulative Convertible Euro Preference Shares shall
rank for dividend after the Cumulative Preference Shares, pari passu
with the Non-cumulative Sterling Preference Shares, the
Non-cumulative Dollar Preference Shares, the Category II
Non-cumulative Dollar Preference Shares, all other Convertible
Preference Shares and all other New Preference Shares expressed to
rank pari passu therewith as regards participation in profits and
otherwise in priority to any other share capital in the Company.
2.2 Further provisions as to income
All or any of the following provisions shall apply in relation to
any particular Non-cumulative Convertible Euro Preference Shares if
so determined by the Directors prior to allotment thereof:-
(i) if, in the opinion of the Directors, the distributable profits
of the Company are sufficient to cover the payment in full of
dividends on the Non-cumulative Convertible Euro Preference
Shares on any dividend payment date and also the payment in
full of all other dividends stated to be payable on such date
on any other
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New Preference Share expressed to rank pari passu therewith as
regards participation in profits, after payment in full, or
the setting aside of a sum to cover the payment in full, of
all dividends stated to be payable on such date on any
Cumulative Preference Share, then each such dividend shall be
declared and paid in full;
(ii) if, in the opinion of the Directors, the distributable profits
of the Company are insufficient to cover the payment in full
of dividends on the Non-cumulative Convertible Euro Preference
Shares on any dividend payment date and also the payment in
full of all other dividends stated to be payable on such date
on any other New Preference Share expressed to rank pari passu
therewith as regards participation in profits, after payment
in full, or the setting aside of a sum to cover the payment in
full, of all dividends stated to be payable on or before such
date on any Cumulative Preference Share, then dividends shall
be declared by the Directors pro rata for the Non-cumulative
Convertible Euro Preference Shares and such other New
Preference Shares to the extent of the available distributable
profits (if any) to the intent that the amount of dividend
declared per share on each such Non-cumulative Convertible
Euro Preference Share and other New Preference Share will bear
to each other the same ratio as the dividends accrued per
share on each such Non-cumulative Convertible Euro Preference
Share and other New Preference Share bear to each other. If it
shall subsequently appear that any such dividend which has
been paid should not, in accordance with the provisions of
this sub-paragraph, have been so paid, then provided the
Directors shall have acted in good faith, they shall not incur
any liability for any loss which any shareholder may suffer in
consequence of such payment having been made;
(iii) if, in the opinion of the Directors, the payment of any
dividend on any Non-cumulative Convertible Euro Preference
Shares would breach or cause a breach of the capital adequacy
requirements of the Financial Services Authority (or any
person or body to whom the banking supervision functions of
the Financial Services Authority are transferred) applicable
to the Company and/or any of its subsidiaries, then none of
such dividend shall be declared or paid;
(iv) subject to sub-paragraph (v) below, the Non-cumulative
Convertible Euro Preference Shares shall carry no further
right to participate in the profits of the Company and if and
to the extent that any dividend or part thereof is on any
occasion not paid for the reasons described in sub-paragraph
(ii) or (iii) above, the holders of such shares shall have no
claim in respect of such non-payment;
(v) if any dividend or part thereof on any Non-cumulative
Convertible Euro Preference Share is not payable for the
reasons specified in sub-paragraphs (ii) or (iii) above and if
they so resolve, the Directors may, subject to the Statutes,
pay a special non-cumulative preferential dividend on the
Non-cumulative Convertible Euro Preference Shares at a rate
not exceeding E0.01 per share (but so that reference
elsewhere in this Schedule 2 and in these presents to any
dividend payable on any Non-cumulative Convertible Euro
Preference Shares shall not be treated as including a
reference to any such special dividend);
(vi) if any date on which dividends are payable on Non-cumulative
Convertible Euro Preference Shares is not a day on which
TARGET is operating and banks in London are open for business,
and on which foreign exchange dealings may be conducted in
London (a "Euro Business Day"), then payment of the dividend
payable on such date will be made on the succeeding Euro
Business Day and without any interest or other payment in
respect of such delay unless such day shall fall within the
next
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calendar month whereupon such payment will be made on the
preceding Euro Business Day; for these purposes "TARGET" means
the Trans-European Real-Time Gross Settlement Express Transfer
(TARGET) system;
(vii) dividends payable on Non-cumulative Convertible Euro
Preference Shares shall accrue from and to the dates
determined by the Directors prior to allotment thereof, and
the amount of dividend payable in respect of any period
shorter than a full dividend period will be calculated on the
basis of twelve 30 day months, a 360 day year and the actual
number of days elapsed in such period;
(viii) if any dividend stated to be payable on the Non-cumulative
Convertible Euro Preference Shares on the most recent dividend
payment date has not been declared and paid in full, or if a
sum has not been set aside to provide for such payment in
full, no dividends may be declared on any other share capital
of the Company (other than the Cumulative Preference Shares),
and no sum may be set aside for the payment thereof, unless,
on the date of declaration relative to any such payment, an
amount equal to the dividend stated to be payable on the
Non-cumulative Convertible Euro Preference Shares in respect
of the then current dividend period is set aside for the
payment in full of such dividend on the dividend payment date
relating to the then current dividend period; and
(ix) if any dividend stated to be payable on the Non-cumulative
Convertible Euro Preference Shares on any dividend payment
date has not been declared and paid in full, or if a sum has
not been set aside to provide for such payment in full, the
Company may not redeem or purchase or otherwise acquire for
any consideration any other share capital of the Company, and
may not set aside any sum nor establish any sinking fund for
the redemption or purchase or other such acquisition thereof,
until such time as dividends stated to be payable on the
Non-cumulative Convertible Euro Preference Shares in respect
of successive dividend periods together aggregating no less
than twelve months shall thereafter have been declared and
paid in full.
2.3 Capital
The right on a winding up or liquidation, voluntary or otherwise other
than (unless otherwise provided by the terms of issue of such share) a
redemption or purchase by the Company of any shares of any class to
receive in Euro out of the surplus assets of the Company available for
distribution amongst the members:-
(i) after payment of the arrears (if any) of the fixed cumulative
preferential dividends stated to be payable on the Cumulative
Preference Shares to the holders thereof in accordance with Article
4(B) FIRSTLY and pari passu with the holders of any other New
Preference Shares expressed to rank pari passu therewith as regards
participation in profits and in priority to the holders of the
Ordinary Shares of the Company a sum equal to:-
(A) the amount of any dividend which is due for payment after the
date of commencement of the winding up or liquidation but
which is payable in respect of a period ending on or before
such date; and
(B) any further amount of dividend payable in respect of the
period from the preceding dividend payment date to the date of
payment in accordance with this sub-paragraph (i);
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but only to the extent that any such amount or further amount
was, or would have been payable as a dividend in accordance
with or pursuant to this Part of Schedule 2 (other than
pursuant to this provision); and
(ii) subject thereto, pari passu with the holders of the Cumulative
Preference Shares and any other New Preference Shares
expressed to rank pari passu therewith as regards
participation in surplus assets in priority to the holders of
the Ordinary Shares of the Company, a sum equal to the amount
paid up or credited as paid up on the Non-cumulative
Convertible Euro Preference Shares (including any premium paid
to the Company in respect thereof on issue).
If upon any such winding-up or liquidation, the amounts
available for payment are insufficient to cover the amounts
payable in full on the Cumulative Preference Shares, the
Non-cumulative Convertible Euro Preference Shares and on any
other New Preference Shares expressed to rank pari passu
therewith as regards participation in surplus assets, then the
holders of the Cumulative Preference Shares, the
Non-cumulative Convertible Euro Preference Shares and such
other New Preference Shares will share rateably in the
distribution of surplus assets (if any) in proportion to the
full respective preferential amounts to which they are
entitled. No Non-cumulative Convertible Euro Preference Share
shall confer any participate in the surplus assets of the
Company other than right to that set out in this paragraph
2.3.
2.4 Receipt of Notices
The right to have sent to the holder of each Non-cumulative Convertible
Euro Preference Share (at the same time as the same are sent to the
holders of Ordinary Shares) a copy of the Company's Annual Report and
Accounts and Interim Financial Statement together with notice of any
General Meeting of the Company at which such holder is entitled to attend
and vote.
2.5 Attendance and Voting at Meetings
The right to attend at a General Meeting of the Company and to speak to or
vote upon any Resolution proposed thereat in the following circumstances:-
(i) in respect of a Resolution which is to be proposed at the Meeting
either varying or abrogating any of the rights attached to the
Non-cumulative Convertible Euro Preference Shares or proposing the
winding up of the Company (and then in each such case only to speak
to and vote upon any such Resolution);
(ii) in circumstances where the dividend stated to be payable on the
Non-cumulative Convertible Euro Preference Shares in respect of such
number of dividend periods as the Directors shall determine prior to
allotment thereof has not been declared and paid in full, and until
such date as the Directors shall likewise determine; and
(iii) in such other circumstances as the Directors may determine prior to
allotment of the Non-cumulative Convertible Euro Preference Shares,
but not otherwise, together with the right, in such circumstances and on
such terms, if any, as the Directors may determine prior to allotment of
the Non-cumulative Convertible Euro Preference Shares, to seek to
requisition a General Meeting of the Company. Whenever holders of
Non-cumulative Convertible Euro Preference Shares are so entitled to vote
on a
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Resolution, on a show of hands every such holder who is present in person
shall have one vote and, on a poll, every such holder who is present in
person or by proxy shall have such number of votes for each Non-cumulative
Convertible Euro Preference Share held as may be determined by the
Directors prior to allotment of such Non-cumulative Convertible Euro
Preference Shares.
2.6 Redemption
Each series of Non-cumulative Convertible Euro Preference Shares shall,
subject to the provisions of the Statutes, be redeemable at the option of
the Company in accordance with the following provisions:-
(A) the Company may, subject thereto, redeem on any Redemption Date (as
hereinafter defined) all or some only of the Non-cumulative
Convertible Euro Preference Shares by giving to the holders of the
Non-cumulative Convertible Euro Preference Shares to be redeemed not
less than 120 days' nor more than 150 days' prior notice in writing
(a "Notice of Redemption ") of the relevant Redemption Date.
"Redemption Date" means, in relation to a Non-cumulative Convertible
Euro Preference Share, any date which falls no earlier than five
years and one day (or such longer period (if any) as may be fixed by
the Directors prior to allotment of such Share) after the date of
allotment of the Non-cumulative Convertible Euro Preference Share to
be redeemed. The Company shall not be entitled (save with the
consent of the relevant holder) to give a Notice of Redemption under
this sub-paragraph (A) in respect of any share for which a
Conversion Notice (as defined in paragraph 5 of Part 4 of this
Schedule 2) has been given in accordance with that Part and not
withdrawn;
(B) there shall be paid on each Non-cumulative Convertible Euro
Preference Share so redeemed, in Euro, the aggregate of the nominal
amount thereof together with any premium paid on issue and together
with arrears (if any) of dividends thereon (whether earned or
declared or not) in respect of the period from the dividend payment
date last preceding the Redemption Date to the Redemption Date;
(C) in the case of a redemption of some only of the Non-cumulative
Convertible Euro Preference Shares in any series, the Company shall
for the purpose of determining the particular Non-cumulative
Convertible Euro Preference Shares to be redeemed cause a drawing to
be made at the Office or such other place as the Directors may
approve in the presence of the Auditors for the time being of the
Company, provided that there shall be excluded from such drawing any
Non-cumulative Convertible Euro Preference Shares to be converted
pursuant to Part 4 of this Schedule 2;
(D) any Notice of Redemption given under sub-paragraph (A) above shall
specify the applicable Redemption Date, the particular
Non-cumulative Convertible Euro Preference Shares to be redeemed and
the redemption price (specifying the amount of the accrued and
unpaid dividend per share to be included therein and stating that
dividends on the Non-cumulative Convertible Euro Preference Shares
to be redeemed will cease to accrue on redemption), and shall state
the place or places at which documents of title in respect of such
Non-cumulative Convertible Euro Preference Shares are to be
presented and surrendered for redemption and payment of the
redemption monies is to be effected. Upon such Redemption Date, the
Company shall redeem the particular Non-cumulative Convertible Euro
Preference Shares to be redeemed on that date subject to the
provisions of this paragraph and of the Statutes. No defect in the
Notice of Redemption or in the giving thereof shall affect the
validity of the redemption proceedings;
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(E) subject to sub-paragraph (I) below, the provisions of this and the
following sub-paragraph shall have effect in relation to
Non-cumulative Convertible Euro Preference Shares for the time being
issued and registered in the Register of Members ( "Registered
Shares ") and represented by certificates ( "Certificates ") and in
relation to Non-cumulative Convertible Euro Preference Shares which,
in accordance with Article 52 of these presents, are for the time
being issued and represented by a Warrant (as defined in the said
Article 52) ( "Bearer Shares "). Payments in respect of the amount
due on redemption of a Registered Share shall be made by Euro cheque
drawn on a bank in London or upon the request of the holder or joint
holders not later than the date specified for the purpose in the
Notice of Redemption by transfer to a Euro account maintained by the
payee with a bank in London. Such payment will be against
presentation and surrender of the relative Certificate at the place
or one of the places specified in the Notice of Redemption and if
any Certificate so surrendered includes any Non-cumulative
Convertible Euro Preference Shares not to be redeemed on the
relevant Redemption Date (other than Non-cumulative Convertible Euro
Preference Shares to be converted pursuant to Part 4 of this
Schedule 2) the Company shall within fourteen days thereafter issue
to the holder, free of charge, a fresh Certificate in respect of
such Non-cumulative Convertible Euro Preference Shares. Payment in
respect of the amount due on redemption of a Bearer Share shall be
made by Euro cheque drawn on a bank in London or upon the request of
the holder not later than the date specified for the purpose in the
Notice of Redemption by transfer to a Euro account maintained by the
payee with a bank in London. Such payments will be made against
presentation and surrender of the Warrant and all unmatured dividend
coupons and talons (if any) at the place or the places specified in
the Notice of Redemption. Upon the relevant Redemption Date all
unmatured dividend coupons and any talon for additional dividend
coupons appertaining thereto (whether or not returned) shall become
void and no payment will be made in respect thereof. If the Warrant
so surrendered represents any Non-cumulative Convertible Euro
Preference Shares not to be redeemed on the relevant Redemption Date
(other than Non-cumulative Convertible Euro Preference Shares to be
converted pursuant to Part 4 of this Schedule 2) the Company shall
issue, free of charge, a fresh Warrant representing such Bearer
Shares which are not to be redeemed on such Redemption Date.
All payments in respect of redemption monies will in all respects be
subject to any applicable fiscal or other laws;
(F) as from the relevant Redemption Date the dividend on the
Non-cumulative Convertible Euro Preference Shares due for redemption
shall cease to accrue except on any such Non-cumulative Convertible
Euro Preference Share in respect of which, upon the due surrender of
the Certificate or, as the case may be, the Warrant and all
unmatured dividend coupons and talons (if any) in respect thereof,
in accordance with sub-paragraph (E) above, payment of the
redemption monies due on such Redemption Date shall be improperly
withheld or refused, in which case such dividend, at the rate then
applicable, shall be deemed to have continued and shall accordingly
continue to accrue from the relevant Redemption Date to the date of
payment of such redemption monies. Such Non-cumulative Convertible
Euro Preference Share shall not be treated as having been redeemed
until the redemption monies in question together with the accrued
dividend thereon shall have been paid;
(G) if the due date for the payment of the redemption monies on any
Non-cumulative Convertible Euro Preference Shares is not a Euro
Business Day then payment of such
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monies will be made on the next succeeding day which is a Euro
Business Day and without any interest or other payment in respect of
such delay unless such day shall fall within the next calendar month
whereupon such payment will be made on the preceding Euro Business
Day;
(H) the receipt of the holder for the time being of any Registered Share
(or in the case of joint holders the receipt of any one of them) and
the receipt of the person delivering any Warrant to the place or one
of the places specified pursuant to sub-paragraph (D) above in
respect of the monies payable on redemption on such Registered Share
or, as the case may be, such Bearer Share, shall constitute an
absolute discharge to the Company; and
(I) subject as aftermentioned, the provisions of sub-paragraphs (E) and
(F) above shall have effect in relation to Registered Shares which
are in uncertificated form within the meaning of the Uncertificated
Securities Regulations 1995 (as in force on the date of adoption of
this Schedule 2) in the same manner as they have effect in relation
to Registered Shares represented by Certificates, save that (i) any
provision of the said paragraphs requiring presentation and
surrender of a Certificate shall be satisfied in the manner
prescribed or permitted by the said Regulations (or by any enactment
or subordinate legislation which amends or supersedes those
Regulations) or (subject to those Regulations or such enactment or
subordinate legislation) in such manner as may from time to time be
prescribed by the Directors), and (ii) the Company shall not be
under any obligation to issue a fresh Certificate under sub-
paragraph (E).
2.7 Purchase
Subject to the provisions of the Statutes and any other applicable laws,
the Company may at any time and from time to time purchase any
Non-cumulative Convertible Euro Preference Shares upon such terms as the
Directors shall determine provided that, in the case of Non-cumulative
Convertible Euro Preference Shares which are listed on the London Stock
Exchange, the purchase price, exclusive of expenses and accrued dividends,
shall not exceed (i) in the case of a purchase in the open market, or by
tender (which shall be available alike to all holders of the
Non-cumulative Convertible Euro Preference Shares), the average of the
closing middle market quotations of such Non-cumulative Convertible Euro
Preference Shares on the London Stock Exchange (as derived from The London
Stock Exchange Daily Official List) for the last ten dealing days
preceding the date of purchase or (if higher), in the case of a purchase
in the open market only, the market price on the date of purchase provided
that such market price is not more than 105 per cent of such average and
(ii) in the case of a purchase by private treaty, 120 per cent of the
closing middle market quotation of such Non-cumulative Convertible Euro
Preference Shares on the London Stock Exchange (as derived from The London
Stock Exchange Daily Official List) for the last dealing day preceding the
date of purchase: but so that this proviso shall not apply to any purchase
of Non-cumulative Convertible Euro Preference Shares made in the ordinary
course of a business of dealing in securities.
2.8 Conversion
The Non-cumulative Convertible Euro Preference Shares shall be convertible
into Ordinary Shares in the manner set out in (and subject to the
provisions of) Part 4 of this Schedule 2. The provisions of paragraph 2.6
of this Part 3 regarding redemption are without prejudice to any
provisions in the said Part 4 providing for the effecting of conversion by
means of redemption.
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3. (a) Save with the written consent of the holders of three-quarters in
nominal value of, or with the sanction of an Extraordinary
Resolution passed at a separate General Meeting of the holders of,
the Non-cumulative Convertible Euro Preference Shares, the Directors
shall not authorise or create, or increase the amount of, any shares
of any class or any security convertible into shares of any class
ranking as regards rights to participate in the profits or assets of
the Company (other than on a redemption or purchase by the Company
of any such shares) in priority to the Non-cumulative Convertible
Euro Preference Shares.
(b) The special rights attached to any series of Non-cumulative
Convertible Euro Preference Shares allotted or in issue shall not
(unless otherwise provided by their terms of issue) be deemed to be
varied by the creation or issue of any New Shares ranking as regards
participation in the profits or assets of the Company in some or all
respects pari passu with or after such Non-cumulative Convertible
Euro Preference Shares. Any new shares ranking in some or all
respects pari passu with such Non-cumulative Convertible Euro
Preference Shares may without their creation or issue being deemed
to vary the special rights attached to any Non-cumulative
Convertible Euro Preference Share then in issue either carry rights
identical in all respects with such Non-cumulative Convertible Euro
Preference Shares or any of them or carry rights differing therefrom
in any respect, including, but without prejudice to the generality
of the foregoing, in that:-
(i) the rate or means of calculating the dividend may differ and
the dividend may be cumulative or non-cumulative;
(ii) the New Shares or any series thereof may rank for dividend as
from such date as may be provided by the terms of issue
thereof and the dates for payment of dividend may differ;
(iii) the New Shares may be denominated in Sterling or in any
Foreign Currency;
(iv) a premium may be payable on return of capital or there may be
no such premium;
(v) the New Shares may be redeemable at the option of the holder
or of the Company, or may be non-redeemable and if redeemable
at the option of the Company, they may be redeemable at
different dates and on different terms from those applying to
the Non-cumulative Convertible Euro Preference Shares; and
(vi) the New Shares may be convertible into Ordinary Shares or any
other class of shares ranking as regards participation in the
profits and assets of the Company pari passu with or after
such Non-cumulative Convertible Euro Preference Shares in each
case on such terms and conditions as may be prescribed by the
terms of issue thereof.
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PART 4
CONVERSION OF CONVERTIBLE PREFERENCE SHARES
1. Each holder of Convertible Preference Share(s) shall be entitled in the
manner set out in (and subject to the provisions of) this Part 4 to
convert into fully paid Ordinary Shares such of his Convertible Preference
Shares as have not, as at the Conversion Notice Date, either been redeemed
or been the subject of a valid Notice of Redemption given under paragraph
2.6 of Part 1, 2 or 3 (as applicable) of this Schedule 2 and specifying a
date on or before the Second Conversion Date as the Redemption Date.
2. For the purposes of this Part 4:
(A) the First Conversion Date shall be 25 London Stock Exchange dealing
days prior to the Second Conversion Date and the Second Conversion
Date shall be, in relation to any Convertible Preference Share, the
date specified as such by the Directors prior to allotment thereof
which falls not earlier than five years and one day after the issue
of that share;
(B) the Conversion Notice Date shall be 120 days prior to the Second
Conversion Date;
(C) the conversion right shall be exercisable by completion of a
Conversion Notice (as defined in paragraph 5 below) submitted by
holders of Convertible Preference Shares ("Converting Holders")
setting out the number of Convertible Preference Shares which are to
be converted pursuant to such notice (the "Conversion Amount") and
lodging such Conversion Notice with the Company's Registrar at any
time during the period and in the manner referred to in paragraph 8
below;
(D) the Redemption Amount in relation to a Convertible Preference Share
means the nominal amount thereof together with any premium paid on
issue;
(E) The First Exchange Rate shall be the applicable Foreign
Currency/Sterling exchange rate determined by the Broker (as defined
below) as determination agent by taking the weighted average
(rounded, if necessary, to the nearest L0.0001, L0.00005
being rounded upwards) of the spot rate of exchange for the purchase
of the Foreign Currency in which the relevant Conversion Amount is
denominated with Sterling as quoted at the request of the Broker by
three major banks in the London foreign exchange market selected by
the Broker at 11:00 a.m. (London time) on each day during the Broker
Bid Period (as defined below) that such banks provide such quote to
the Broker. The Second Exchange Rate shall be the applicable Foreign
Currency/Sterling exchange rate determined by the Broker as
determination agent by taking the weighted average (rounded, if
necessary, to the nearest L0.0001, L0.00005 being
rounded upwards) of the spot rate of exchange for the purchase of
the Foreign Currency in which the relevant Conversion Amount is
denominated with sterling as quoted at the request of the Broker by
three major banks in the London foreign exchange market selected by
the Broker at 11:00 a.m. (London time) on each day during the
Calculation Period (as defined below) that such banks provide such
request to the Broker. For the avoidance of doubt, references in
this Part 4 to the conversion of any Conversion Price into the
Foreign Currency in which the relevant Conversion Amount is
denominated shall only apply in the case of a Conversion Amount
denominated in Foreign Currency, and shall otherwise be disregarded.
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Each Convertible Preference Share which is the subject of a
Conversion Notice shall be subject to the cash settlement provisions
of this Part 4. The Company will use its reasonable endeavours, to
the extent permitted by applicable law, to arrange for the sale of
the Ordinary Shares into which such Convertible Preference Shares
will convert so as to raise net cash proceeds of an amount equal to
the aggregate Redemption Amount of such Convertible Preference
Shares. The sale will be conducted by means of a process pursuant to
which a broker selected by the Company (the "Broker") will solicit
bids for the relevant Ordinary Shares (the "Placing"). Such bids
will be solicited during the period of the 20 London Stock Exchange
dealing days ending five London Stock Exchange dealing days before
the First Conversion Date (the "Broker Bid Period").
3. The number of Ordinary Shares to be issued on the conversion of each
Convertible Preference Share shall be determined by dividing the
Redemption Amount by the Conversion Price.
(A) In the case of Convertible Preference Shares which are
converted on the First Conversion Date, the Conversion Price
shall be established by reference to the bids received and
accepted by the Broker pursuant to the Placing and shall be
converted into the Foreign Currency in which the relevant
Conversion Amount is denominated by reference to the First
Exchange Rate (provided that the Company will not in any
circumstances be obliged to issue Ordinary Shares in
connection with the Placing at a price per share of less than
either (aa) 95% of the weighted average closing price per
Ordinary Share on the London Stock Exchange during the Broker
Bid Period; or (bb) their nominal amount. The Directors shall
specify prior to allotment of any particular series of
Convertible Preference Shares which of (aa) or (bb) shall
apply in respect of that series (the "Base Price")). The
Conversion Price shall be the highest price per Ordinary Share
at or above the Base Price at which the Broker is able to
place Ordinary Shares so as to raise net cash proceeds
(converted as aforesaid) of an amount equal to the aggregate
Redemption Amount of the Conversion Amount.
On the First Conversion Date:
(i) the Company shall issue to the Broker or as the Broker
shall direct the Ordinary Shares so placed (and lodging
by a Converting Holder of a Conversion Notice with the
Company's Registrar shall be deemed irrevocably to
authorise and instruct the Directors to allot the
Ordinary Shares arising on conversion of his Convertible
Preference Shares pursuant to this Part 4 to the Broker
or as the Broker shall direct);
(ii) the Broker shall collect the net cash proceeds of the
Placing, exchange such proceeds at the First Exchange
Rate into the currency in which the Convertible
Preference Shares which have been converted are
denominated and hold such proceeds in separate bank
account(s) until the Second Conversion Date.
(B) On the Second Conversion Date the net cash proceeds of the
Placing (if any) held by the Broker (the "Total Cash Amount")
shall be paid to the Converting Holders such that each
Converting Holder receives the Redemption Amount of his
Conversion Amount, provided that if the Total Cash Amount
falls short of the aggregate Redemption Amount of the
Conversion Amount:
(i) the Total Cash Amount shall be paid to the Converting
Holders pro rata to their holding of Conversion Amount,
(and the amount (if any) by which the
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cash paid or payable to a Converting Holder falls short
of the aggregate Redemption Amount of his Conversion
Amount shall be the "Remaining Redemption Amount"); and
(ii) the Company shall issue to each Converting Holder the
whole number of Ordinary Shares (if any) calculated by
dividing the Remaining Redemption Amount by the
Conversion Price, being 95% of the weighted average
closing price per Ordinary Share on the London Stock
Exchange during the period of the 20 London Stock
Exchange dealing days ending five London Stock Exchange
dealing days before the Second Conversion Date (the
"Calculation Period") (converted into Sterling at the
Second Exchange Rate).
Fractions of Ordinary Shares will not be issued on conversion and no cash
adjustment will be made. However, if more than one Convertible Preference
Share held by any holder is to be converted and the Ordinary Shares
arising on conversion are to be registered in the same name, the number of
Ordinary Shares to be issued in respect thereof shall be calculated on the
basis of the aggregate Redemption Amount of such Convertible Preference
Shares.
If at the time that the Conversion Price or Base Price is to be calculated
the Ordinary Shares are not listed and traded on the London Stock
Exchange, references in this article to the London Stock Exchange shall be
to such other exchange on which the Ordinary Shares are listed and traded.
4. The entitlement of holders of Convertible Preference Shares to convert
such shares into fully paid Ordinary Shares shall be conditional on:-
(A) the Company, as at the First Conversion Date or the Second
Conversion Date (as the case may be), having sufficient authorised
but unissued share capital to issue the Ordinary Shares falling to
be issued on such date in connection with the conversion of
Convertible Preference Shares;
(B) the number of Ordinary Shares into which the Directors have been
authorised pursuant to Section 80 of the 1985 Act to issue rights to
convert being sufficient, as at the First Conversion Date or the
Second Conversion Date (as the case may be) to allot the Ordinary
Shares falling to be allotted on such date in connection with the
conversion of Convertible Preference Shares or the Directors having
been authorised prior to such date pursuant to section 80 to allot
such shares (together with the condition set out in (A) above, the
"Relevant Shareholder Approvals"); and
(C) the delivery by the relevant Converting Holder of the Certificates
(or an appropriate form of indemnity) for such Convertible
Preference Shares as are the subject of a Certificated Conversion
Notice (as defined in paragraph 6 below) or (as the case may be) the
transfer of such Convertible Preference Shares as are the subject of
an Uncertificated Conversion Notice (as defined in paragraph 7
below) into such account as may be specified in such notice.
The Company undertakes to review, prior to each Annual General Meeting
(the "relevant Annual General Meeting"), whether sufficient Relevant
Shareholder Approvals would be available to permit the allotment and issue
of three times the number of Ordinary Shares that would fall to be
allotted and issued if all of the Convertible Preference Shares were to be
converted into Ordinary Shares on a deemed conversion date (the "Deemed
Conversion Date") which was 60 days prior to the relevant Annual General
Meeting, using a deemed Conversion Price of 95% of the weighted average
closing price per Ordinary Share on the
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London Stock Exchange during the 20 London Stock Exchange dealing days
ending five London Stock Exchange dealing days prior to such Deemed
Conversion Date converted into the Foreign Currency in which the relevant
Conversion Amount is denominated by reference to the First Exchange rate
provided that for these purposes the Broker Bid Period shall be the 20
London Stock Exchange dealing days ending five London Stock Exchange
dealing days prior to such Deemed Conversion Date. If and to the extent
that the Relevant Shareholder Approvals would be insufficient to permit
the allotment and issue of three times the number of Ordinary Shares that
would fall to be so allotted and issued, the Company undertakes to propose
such resolutions at the relevant succeeding Annual General Meeting, that,
when approved, would permit the allotment and issue of three times the
number of Ordinary Shares that would fall to be so allotted and issued.
If the Relevant Shareholder Approvals are insufficient to permit the
allotment and issue of such number of Ordinary Shares as fall to be
allotted and issued on the First Conversion Date or the Second Conversion
Date in connection with the conversion of Convertible Preference Shares,
the Company undertakes to convert the maximum number of Convertible
Preference Shares which it is legally permitted to convert under the
existing Relevant Shareholder Approvals pro rata to the respective
Conversion Amounts of Converting Holders. Converting Holders may, within
60 days of the Second Conversion Date submit a written notice to the
Company (the "Withdrawal Notice") setting out the number of Convertible
Preference Shares which they wish to withdraw from the conversion
procedure set out in this Part 4. Any Convertible Preference Shares so
withdrawn will lose the right to convert into Ordinary Shares. In relation
to any Convertible Preference Shares so withdrawn which are the subject of
a Certificated Conversion Notice, the Company will as soon as practicable
after receipt of the relevant Withdrawal Notice, return the relevant
Certificates for such shares which were lodged with the relevant
Conversion Notice. In relation to any Convertible Preference Shares so
withdrawn which are the subject of an Uncertificated Conversion Notice,
the Company will as soon as practicable after receipt of the relevant
Withdrawal Notice, transfer the relevant Convertible Preference Shares
into such account as may be specified by the relevant Converting Holder.
Any Convertible Preference Shares which were the subject of a Conversion
Notice and which could not be converted under the Relevant Shareholder
Approvals in place as at the First Conversion Date and the Second
Conversion Date and which are not the subject of a Withdrawal Notice shall
be "Unconverted Preference Shares". The Company undertakes that for so
long as Unconverted Preference Share(s) remain outstanding, such
resolutions will be proposed at each subsequent Annual General Meeting
that, when approved, would permit the conversion of the Unconverted
Preference Shares. Following shareholder approval of the relevant
resolutions, the Unconverted Preference Shares will be converted into
Ordinary Shares and paragraphs 2 and 3 of this Part 4 shall apply to the
conversion of such Unconverted Preference Shares subject to the following
amendments:-
(A) the Second Conversion Date shall be 60 London Stock Exchange dealing
days after the granting of shareholder approval for the relevant
resolutions; and
(B) the Conversion Price shall be converted into the Foreign Currency in
which the relevant Conversion Amount is denominated by reference to
the Second Exchange Rate, provided that for these purposes the
Calculation Period shall be the 20 London Stock Exchange dealing
days ending five London Stock Exchange dealing days prior to the
Second Conversion Date.
5. For the purposes of this Part 4, a Conversion Notice means, in relation to
any Convertible Preference Shares that, as at the date of such notice, are
Registered Shares (as defined in Part 1, 2 or 3 (as the case may be) of
this Schedule 2), a Certificated Conversion Notice (as
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defined in paragraph 6 below) or, in relation to any Convertible
Preference Shares that, as at the date of such notice, are Bearer Shares
(as defined in Part 1, 2 or 3 (as the case may be) of this Schedule 2), an
Uncertificated Conversion Notice (as defined in paragraph 7 below).
6. In relation to any Convertible Preference Shares that, as at the date of
the relevant Conversion Notice are Registered Shares, the right to convert
shall be exercised if the registered holder of any such Convertible
Preference Shares, shall have delivered to the Company's Registrar, at any
time during the period referred to in paragraph 8 below, a duly signed and
completed Conversion Notice in such form as may from time to time be
prescribed by the Directors (and obtainable from the Company's Registrar)
(a "Certificated Conversion Notice ") together with the Certificate for
such shares (or an appropriate form of indemnity).
7. In relation to any Convertible Preference Shares that, as at the date of
the relevant Conversion Notice, are Bearer Shares, the right to convert
shall be exercised if an Uncertificated Conversion Notice is received as
referred to below at any time during the period referred to in paragraph 8
below. For these purposes, an Uncertificated Conversion Notice shall mean
an instruction and/or notification received by the Company or such person
as it may require in such form and having such effect as may in each case
from time to time be prescribed by the Directors (subject always to the
facilities and requirements of the relevant system) and details of which
shall be obtainable from the Company's Registrar. Without prejudice to the
generality of the foregoing, the form of Conversion Notice referred to
above may be such as to require the holder of the Convertible Preference
Shares concerned to transfer such Convertible Preference Shares into such
account as may be specified by the Company in the Uncertificated
Conversion Notice.
8. The period referred to in paragraphs 6 and 7 above for the delivery of a
Conversion Notice is the period falling not less than 90 and not more than
120 days prior to the Second Conversion Date. Unless the Directors
otherwise determine in any case or cases, a Conversion Notice once
delivered shall be irrevocable (save by means of a valid Withdrawal Notice
given pursuant to paragraph 4).
9. The following provisions shall apply to conversion of the Convertible
Preference Shares:-
(A) conversion may be effected in such manner as the Directors shall,
subject to the requirements of applicable law and the provisions
hereof, from time to time determine and, without prejudice to the
generality of the foregoing, may be effected:
(aa) by the redemption of Convertible Preference Shares on the
relevant Conversion Date for the Redemption Amount (converted
into Sterling by reference to the rate which the Directors
determine on the First Conversion Date in the case of
Convertible Preference Shares converted on the First
Conversion Date and on the Second Conversion Date in the case
of Convertible Preference Shares converted on the Second
Conversion Date to be the appropriate rate for the purchase of
Sterling with the currency in which the relevant Redemption
Amount is denominated) and the application of the redemption
moneys on behalf of the holder of the Convertible Preference
Shares so redeemed as herein provided. In the case of a
conversion effected by means of the redemption of Convertible
Preference Shares, the Directors may effect redemption of the
relevant Convertible Preference Shares out of profits of the
Company which would otherwise be available for dividend, out
of the proceeds of a fresh issue of shares or in any other
manner for the time being permitted by law. In the case of
redemption
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out of profits, the Directors shall apply the Redemption
Amount (converted into Sterling as aforesaid) in the name of
the holder of the Convertible Preference Shares to be
converted in subscribing for the appropriate number of
Ordinary Shares as determined in accordance with the
provisions hereof at such premium per Ordinary Share as shall
represent the amount (if any) by which the aggregate
Redemption Amount (converted into Sterling as aforesaid)
exceeds the aggregate nominal amount of the Ordinary Shares to
which the holder is so entitled divided by the number of such
Ordinary Shares. In the case of redemption out of the proceeds
of a fresh issue of shares, the Directors may arrange for the
issue of the appropriate number of Ordinary Shares to the
secretary of the Company or any other person selected by the
Directors on terms that such person will subscribe and pay, as
agent on the holder's behalf, for such shares at such premium
per Ordinary Share as shall represent the amount (if any) by
which the aggregate Redemption Amount (converted into Sterling
as aforesaid) exceeds the aggregate nominal amount of the
Ordinary Shares to which the holder is so entitled divided by
the number of such Ordinary Shares (and such person shall be
deemed to have authority to borrow for such purpose) and, in
any such case, the Conversion Notice given by or relating to a
holder of the relevant Convertible Preference Shares shall be
deemed irrevocably to authorise and instruct the Directors to
apply the Redemption Amount (converted into Sterling as
aforesaid) in payment to the holder's agent, who shall be
entitled to retain the same for his own benefit without being
accountable therefor to the holder. In relation to any
Convertible Preference Shares which at the date of the
relevant Conversion Notice are Bearer Shares, and which are to
be redeemed in accordance with this paragraph 9(A)(aa) the
Directors shall be entitled in their absolute discretion to
determine the procedures for the redemption and cancellation
of such Convertible Preference Shares (subject always to the
facilities and requirements of the relevant system concerned
and to the redemption on the relevant Conversion Date of the
Convertible Preference Shares concerned) and the provisions of
this paragraph shall apply mutatis mutandis in respect of such
redemption; or
(bb) by means of a capitalisation issue and consolidation. In that
case the requisite capitalisation issue and consolidation may
be effected pursuant to the authority conferred by the passing
of the resolution which created the Convertible Preference
Shares, by the Company capitalising from profits or reserves
(including any share premium account or capital redemption
reserve) such number of new Ordinary Shares as shall bring the
total nominal amount of the Convertible Preference Shares
(converted into sterling by reference to the rate which the
Directors determine on the First Conversion Date in the case
of Convertible Preference Shares converted on the First
Conversion Date and on the Second Conversion Date in the case
of Convertible Preference Shares converted on the Second
Conversion Date to be the appropriate rate for the purchase of
Sterling with the currency in which the relevant Redemption
Amount is denominated) and the new Ordinary Shares to at least
the total nominal amount of the Ordinary Shares into which the
Convertible Preference Shares will convert on the relevant
Conversion Date, consolidating all the relevant shares into
one share (the "Consolidated Share") and sub-dividing the
Consolidated Share into the number of Ordinary Shares arising
from the conversion of the Convertible Preference Shares. The
balance of such sub-divided share (including any fraction)
shall be non-voting deferred shares of such nominal amount as
the
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Directors may determine ("Non-Voting Deferred Shares"), shall be
certificated shares and shall have the following rights and restrictions:-
(1) on a winding-up or other return of capital, the Non-Voting Deferred
Shares shall entitle the holders of the shares only to payment of
the amounts paid up on those shares, after repayment to the holders
of the Ordinary Shares of the nominal amount paid up on the Ordinary
Shares held by them respectively and the payment of L0.01 on
each Ordinary Share;
(2) the Non-Voting Deferred Shares shall not entitle the holders of the
shares to the payment of any dividend or to receive notice of or to
attend or vote at any general meeting of the Company;
(3) the Non-Voting Deferred Shares shall not, save as provided in sub-
paragraph (4) below, be transferable;
(4) such conversion shall be deemed to confer irrevocable authority on
the Company to appoint any person to execute on behalf of the
holders of any Non-Voting Deferred Shares an instrument of transfer
of the shares, and/or an agreement to transfer the shares, to such
person or persons as the Company may determine as a custodian of the
shares or to purchase or to cancel the shares in accordance with the
provisions of the Statutes in any such case for not more than
L0.01 for all the shares being transferred, purchased or
cancelled (to be paid to such one of the holders as may be selected
by lot) without obtaining the sanction of the holder or holders of
the shares, and pending such transfer or purchase or cancellation to
retain the certificate for such Non-Voting Deferred Shares; and
(5) the Company may at its option at any time after the creation of any
Non-Voting Deferred Shares redeem all of those shares then in issue
at a price not exceeding L0.01 for all the shares redeemed at
any one time (to be paid to such one of the holders as may be
selected by lot), upon giving the holders of the Non-Voting Deferred
Shares not less than 28 days' previous notice in writing of its
intention so to do, fixing a time and place for the redemption. The
Non-Voting Deferred Shares will not be listed on the London Stock
Exchange. Upon or after the redemption of any Non-Voting Deferred
Shares pursuant to this sub-paragraph (bb) the Directors may
pursuant to the authority conferred by the passing of the resolution
which created the Convertible Preference Shares consolidate and/or
sub-divide and/or convert the authorised Non-Voting Deferred Share
capital existing as a consequence of such redemption into shares of
any other class of share capital into which the authorised share
capital of the Company is or may at that time be divided of a like
nominal amount (as nearly as may be) as the shares of such class or
into unclassified shares of the same nominal amount (as nearly as
may be) as the shares of such class or into unclassified shares of
the same nominal amount as the Non-Voting Deferred Shares;
(B) the preferential dividend on Convertible Preference Shares which converted
pursuant to this Part 4 shall cease to accrue with effect from the First
Conversion Date in the
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case of Convertible Preference Shares converted on such date and with
effect from the Second Conversion Date in the case of Convertible
Preference Shares converted on such date. Ordinary Shares arising on
conversion will be allotted and registered as of the First Conversion Date
in the case of Ordinary Shares arising from Convertible Preference Shares
converted on such date and as of the Second Conversion Date in the case of
Ordinary Shares arising from Convertible Preference Shares converted on
such date, in each case to and in the name of the holder of the relevant
Convertible Preference Shares or, subject to paragraph 3(A)(i) of this
Part 4, his nominee and shall rank pari passu with the Ordinary Shares in
issue on such Conversion Date except that the Ordinary Shares so allotted
will not rank for any dividend or other distribution which has been
announced, declared, recommended or resolved prior to such Conversion Date
by the Directors or by the Company in general meeting to be paid or made,
if the record date for such dividend or other distribution is on or prior
to such Conversion Date or (in any other case) if and so far as an
adjustment relating to the dividend, distribution or right has become
effective;
(C) unless the Directors otherwise determine, or unless the Uncertificated
Securities Regulations and/or the requirements of the relevant system
otherwise require, the Ordinary Shares arising on conversion of any
Convertible Preference Shares shall be or shall be issued (as appropriate)
as certificated shares (where the Convertible Preference Shares converted
were, on the date of the relevant Conversion Notice, Registered Shares or
where the relevant Converting Holder has not specified a Crest account for
this purpose in the relevant Uncertificated Conversion Notice) or as
uncertificated shares (where the Convertible Preference Shares converted
were, on the date of the relevant Conversion Notice, uncertificated shares
and the relevant Converting Holder has specified a Crest account for this
purpose in the relevant Uncertificated Conversion Notice), provided that
if the Company is unable under the facilities and requirements of the
relevant system to issue Ordinary Shares in respect of the person entitled
thereto in uncertificated form, such shares shall be issued as
certificated shares; and
(D) the Company shall procure that there shall be despatched or made free of
charge (but uninsured and at the risk of the holder or the person entitled
thereto, or the first-named thereof, as the case may be):-
(aa) a certificate in respect of Ordinary Shares arising on conversion
which are, in accordance with sub-paragraph (C) above, certificated
shares, and a new certificate for any unconverted Convertible
Preference Shares comprised in any share certificate surrendered by
the holder, not later than 28 days after the relevant Conversion
Date; and
(bb) payment in respect of the accrued preferential dividend on the
Convertible Preference Shares converted, on the payment date in
respect of such dividend next following the relevant Conversion Date
(unless such Conversion Date is also a dividend payment date, in
which case on such dividend payment date).
(E) For the purposes of this paragraph 9, whether any Convertible Preference
Shares are certificated shares or uncertificated shares on the relevant
Conversion Date shall be determined by reference to the register of
members as at 12.01 a.m. on the relevant Conversion Date or such other
time as the Directors may (subject to the facilities and requirements of
the relevant system concerned) in their absolute discretion determine.
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(F) The Company shall use reasonable endeavours to procure that the Ordinary
Shares arising on conversion of Convertible Preference Shares are admitted
to the Official List of The London Stock Exchange at the earliest
practicable date following issue and allotment of such.
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SCHEDULE 3
NON-CUMULATIVE CATEGORY II CONVERTIBLE STERLING PREFERENCE SHARES
1. The Non-cumulative Category II Convertible Sterling Preference Shares are
New Preference Shares. They shall rank after the Cumulative Preference
Shares to the extent specified in Article 4 and this Schedule 3, and shall
rank pari passu inter se and (save as aforesaid) with the Cumulative
Preference Shares and with all other New Preference Shares. They shall
confer the rights and be subject to the restrictions set out or referred
to in this Schedule 3. The Non-cumulative Category II Convertible Sterling
Preference Shares may be issued in one or more separate series, and each
series shall be identified in such manner as the Directors may determine
without any such determination or identification requiring any alteration
to these presents.
2. Each Non-cumulative Category II Convertible Sterling Preference Share
shall confer the following rights as to participation in the profits and
assets of the Company, receipt of notices, attendance and voting at
meetings, redemption and conversion:
2.1 INCOME
The right (subject to the provisions of paragraph 2.2, if applicable) to a
non-cumulative preferential dividend at nine per cent per annum, accruing
daily, payable twice yearly on 31 March and 30 September (each a "dividend
payment date" and each such period being a "dividend period") (whether
earned or declared or not) with the first dividend payment date being 31
March 2000. References in these presents to a "dividend" on the
Non-cumulative Category II Convertible Sterling Preference Shares include
a reference to each dividend in respect of each dividend period applicable
thereto and references in this Schedule to dividend payment dates and
dividend periods are to dividend payment dates and dividend periods in
respect of the Non-cumulative Category II Convertible Sterling Preference
Shares only. Such dividends shall be paid in priority to the payment of
any dividends on the Ordinary Shares. The Non-cumulative Category II
Convertible Sterling Preference Shares shall rank for dividend after the
Cumulative Preference Shares, pari passu with the Non-cumulative Sterling
Preference Shares, the Non-cumulative Dollar Preference Shares, the
Category II Non-cumulative Dollar Preference Shares, all other Convertible
Preference Shares and all other New Preference Shares expressed to rank
pari passu therewith as regards participation in profits and otherwise in
priority to any other share capital in the Company.
2.2 FURTHER PROVISIONS AS TO INCOME
The following provisions shall apply:
(i) if, in the opinion of the Directors, the distributable profits of
the Company are sufficient to cover the payment in full of dividends
on the Non-cumulative Category II Convertible Sterling Preference
Shares on any dividend payment date and also the payment in full of
all other dividends stated to be payable on such date on any other
New Preference Share expressed to rank pari passu therewith as
regards participation in profits, after payment in full, or the
setting aside of a sum to cover the payment in full, of all
dividends stated to be payable on such date on any Cumulative
Preference Share, then each such dividend shall be paid in full;
(ii) if, in the opinion of the Directors, the distributable profits of
the Company are insufficient to cover the payment in full of
dividends on the Non-cumulative
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Category II Convertible Sterling Preference Shares on any dividend
payment date and also the payment in full of all other dividends
stated to be payable on such date on any other New Preference Share
expressed to rank pari passu therewith as regards participation in
profits, after payment in full, or the setting aside of a sum to
cover the payment in full, of all dividends stated to be payable on
or before such date on any Cumulative Preference Share, then
dividends shall be paid pro rata for the Non-cumulative Category II
Convertible Sterling Preference Shares and such other New Preference
Shares to the extent of the available distributable profits (if any)
to the intent that the amount of dividend paid per share on each
such Non-cumulative Category II Convertible Sterling Preference
Share and other New Preference Share will bear to each other the
same ratio as the dividends accrued per share on each such
Non-cumulative Category II Convertible Sterling Preference Share and
other New Preference Share bear to each other. If it shall
subsequently appear that any such dividend which has been paid
should not, in accordance with the provisions of this sub-paragraph,
have been so paid, then provided the Directors shall have acted in
good faith, they shall not incur any liability for any loss which
any shareholder may suffer in consequence of such payment having
been made;
(iii) if, in the opinion of the Directors, the payment of any dividend on
any Non-cumulative Category II Convertible Sterling Preference
Shares would breach or cause a breach of the capital adequacy
requirements of the Financial Services Authority (or any person or
body to whom the banking supervision functions of the Financial
Services Authority are transferred) applicable to the Company and/or
any of its subsidiaries, then none of such dividend shall be
declared or paid;
(iv) subject to sub-paragraph (v) below, the Non-cumulative Category II
Convertible Sterling Preference Shares shall carry no further right
to participate in the profits of the Company and if and to the
extent that any dividend or part thereof is on any occasion not paid
for the reasons described in sub-paragraph (ii) or (iii) above, the
holders of such shares shall have no claim in respect of such
non-payment;
(v) if any date on which dividends are payable on Non-cumulative
Category II Convertible Sterling Preference Shares is not a day on
which banks in London are open for business (a Sterling Business
Day), then payment of the dividend payable on such date will be made
on the succeeding Sterling Business Day and without any interest or
other payment in respect of such delay unless such day shall fall
within the next calendar month whereupon such payment will be made
on the preceding Sterling Business Day;
(vi) dividends payable on Non-cumulative Category II Convertible Sterling
Preference Shares shall accrue from and including the date of issue
thereof, and the amount of dividend payable in respect of any period
shorter than a full dividend period will be calculated on the basis
of twelve 30 day months, a 360 day year and the actual number of
days elapsed in such period;
(vii) if any dividend stated to be payable on the Non-cumulative Category
II Convertible Sterling Preference Shares on the most recent
dividend payment date has not been paid in full, no dividends may be
paid on any other share capital of the Company (other than the
Cumulative Preference Shares); and
(viii) if any dividend stated to be payable on the Non-cumulative Category
II Convertible Sterling Preference Shares on any dividend payment
date has not been paid in full, or if a sum has not been set aside
to provide for such payment in full, the Company may
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not redeem or purchase or otherwise acquire for any consideration
any other share capital of the Company, and may not set aside any
sum nor establish any sinking fund for the redemption or purchase of
other such acquisition thereof, until such time as dividends stated
to be payable on the Non-cumulative Category II Convertible Sterling
Preference Shares in respect of successive dividend periods together
aggregating no less than twelve months shall thereafter have been
declared and paid in full.
2.3 CAPITAL
Subject to sub-paragraph 2.3(iii), the right on a winding up or
liquidation, voluntary or otherwise other than (unless otherwise provided
by the terms of issue of such share) a redemption or purchase by the
Company of any shares of any class to receive in Sterling out of the
surplus assets of the Company available for distribution amongst the
members:
(i) after payment of the arrears (if any) of the fixed cumulative
preferential dividends stated to be payable on the Cumulative
Preference Shares to the holders thereof in accordance with Article
4(B) FIRSTLY and pari passu with the holders of any other New
Preference Shares expressed to rank pari passu therewith as regards
participation in profits and in priority to the holders of the
Ordinary Shares of the Company a sum equal to:
(A) the amount of any dividend which is due for payment after the date
of commencement of the winding up or liquidation but which is
payable in respect of a period ending on or before such date; and
(B) any further amount of dividend payable in respect of the period from
the preceding dividend payment date to the date of payment in
accordance with this sub-paragraph (i);
but only to the extent that any such amount or further amount was,
or would have been payable as a dividend in accordance with or
pursuant to this Schedule 3 (other than pursuant to this provision);
and
(ii) subject thereto, pari passu with the holders of the Cumulative
Preference Shares and any other New Preference Shares expressed to
rank pari passu therewith as regards participation in surplus assets
in priority to the holders of the Ordinary Shares of the Company, a
sum equal to the amount paid up or credited as paid up on the Non-
cumulative Category II Convertible Sterling Preference Shares
(including any premium paid to the Company in respect thereof on
issue).
If upon any such winding-up or liquidation, the amounts available
for payment are insufficient to cover the amounts payable in full on
the Cumulative Preference Shares, the Non-cumulative Category II
Convertible Sterling Preference Shares and on any other New
Preference Shares expressed to rank pari passu therewith as regards
participation in surplus assets, then the holders of the Cumulative
Preference Shares, the Non-cumulative Category II Convertible
Sterling Preference Shares and such other New Preference Shares will
share rateably in the distribution of surplus assets (if any) in
proportion to the full respective preferential amounts to which they
are entitled. No Non-cumulative Category II Convertible Sterling
Preference Share shall confer any right to participate in the
surplus assets of the Company other than that set out in this
paragraph 2.3.
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(iii) If, whilst any Non-cumulative Category II Convertible Sterling
Preference Shares remain in issue, an effective resolution is passed
or an order of a court of competent jurisdiction is made for the
winding-up of the Company, then (unless it be for the purpose of a
solvent reconstruction, amalgamation, merger or other similar
arrangement) the Company will forthwith give notice in writing to
the holders of any Non-cumulative Category II Convertible Sterling
Preference Shares that such a resolution has been passed or such an
order has been made. Any holder of any Non-cumulative Category II
Convertible Sterling Preference Shares shall be entitled at any time
within three months after the date on which such notice is published
to elect by notice in writing delivered to the Company to be treated
as if he had, immediately before the date of the passing of such
resolution or the making of such order exercised his right to
convert in respect of some or all (as specified in such latter
notice) of any Non-cumulative Category II Convertible Sterling
Preference Shares held by him pursuant to the procedure for
conversion set out in paragraph 2.7 below and by reference to a
deemed Conversion Date being the date of the passing of such
resolution or the making of such order and he shall be entitled to
receive out of the assets which would otherwise be available in the
liquidation to the Ordinary Shareholders, such a sum, if any, which
he would have received had he been the holder of the Ordinary Shares
to which he would have become entitled by virtue of such exercise.
2.4 RECEIPT OF NOTICES
The right to have sent to the holder of each Non-cumulative Category II
Convertible Sterling Preference Share (at the same time as the same are
sent to the holders of Ordinary Shares) a copy of the Company's Annual
Report and Accounts and Interim Financial Statement and any other document
sent to holders of Ordinary Shares.
2.5 ATTENDANCE AND VOTING AT MEETINGS
The right to attend at a General Meeting of the Company and to speak to or
vote upon any Resolution proposed thereat in the following circumstances:
(i) in respect of a Resolution which is to be proposed at the Meeting
either varying or abrogating any of the rights attached to the
Non-cumulative Category II Convertible Sterling Preference Shares or
proposing the winding up of the Company (and then in each such case
only to speak to and vote upon any such Resolution); and
(ii) in circumstances where, at the date of the notice convening the
relevant meeting, the dividend stated to be payable on the
Non-cumulative Category II Convertible Sterling Preference Shares in
respect of the last completed dividend period has not been paid in
full, and until the next dividend payment date when the dividend in
respect of a dividend period is paid in full
but not otherwise, together with the right, in such circumstances and on
such terms, if any, as the Directors may determine prior to allotment of
the Non-cumulative Category II Convertible Sterling Preference Shares, to
seek to requisition a General Meeting of the Company. Whenever holders of
Non-cumulative Category II Convertible Sterling Preference Shares are so
entitled to vote on a Resolution, on a show of hands every such holder who
is present in person shall have one vote and, on a poll, every such holder
who is present in person or by proxy shall have such number of votes for
each Non-cumulative Category II Convertible Sterling Preference Share held
he would have had if that share had been converted into Ordinary Shares on
the date of the notice of the meeting pursuant to the
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conversion procedure set out in paragraph 2.7 of this Schedule 3 and at a
price per Ordinary Share calculated on the basis that the date of the
notice of the meeting was a Conversion Date.
2.6 REDEMPTION
Each series of Non-cumulative Category II Convertible Sterling Preference
Shares shall, subject to the provisions of the Statutes, and subject,
where applicable, to the prior consent of the Financial Services
Authority, be redeemable at the option of the Company in accordance with
the following provisions:
(A) the Company may, subject thereto, redeem on any Redemption Date (as
hereinafter defined) all or some only of the Non-cumulative Category
II Convertible Sterling Preference Shares by giving to the holders
of the Non-cumulative Category II Convertible Sterling Preference
Shares to be redeemed not less than 7 days' nor more than 14 days'
prior notice in writing (a Notice of Redemption) of the relevant
Redemption Date. Redemption Date means in relation to a
Non-cumulative Category II Convertible Sterling Preference Share,
any date which falls no earlier than 30 days after the date of
allotment of the Non-cumulative Category II Convertible Sterling
Preference Share to be redeemed. The Company shall not be entitled
(save with the consent of the relevant holder) to give a Notice of
Redemption under this sub-paragraph (A) in respect of any share for
which a Conversion Notice (as defined in paragraph 2.7(v) of this
Schedule 3) has been given in accordance with that Part and not
withdrawn;
(B) there shall be paid on each Non-cumulative Category II Convertible
Sterling Preference Share so redeemed in Sterling, the aggregate of
the nominal amount thereof together with any premium paid on issue
and together with accruals (if any) of dividends thereon in respect
of the period from the dividend payment date last preceding the
Redemption Date (whether earned or declared or not)to the Redemption
Date;
(C) in the case of a redemption of some only of the Non-cumulative
Category II Convertible Sterling Preference Shares in any series,
the Company shall for the purpose of determining the particular
Non-cumulative Category II Convertible Sterling Preference Shares to
be redeemed cause a drawing to be made at the Office or such other
place as the Directors may approve in the presence of the Auditors
for the time being of the Company, provided that there shall be
excluded from such drawing any Non-cumulative Category II
Convertible Sterling Preference Shares to be converted pursuant to
paragraph 2.7 of this Schedule 3;
(D) any Notice of Redemption given under sub-paragraph (A) above shall
specify the applicable Redemption Date, the particular
Non-cumulative Category II Convertible Sterling Preference Shares to
be redeemed and the redemption price (specifying the amount of the
accrued and unpaid dividend per share to be included therein and
stating that dividends on the Non-cumulative Category II Convertible
Sterling Preference Shares to be redeemed will cease to accrue on
redemption), and shall state the place or places at which documents
of title in respect of such Non-cumulative Category II Convertible
Sterling Preference Shares are to be presented and surrendered for
redemption and payment of the redemption monies is to be effected.
Upon such Redemption Date, the Company shall redeem the particular
Non-cumulative Category II Convertible Sterling Preference Shares
to be redeemed on that date subject to the provisions of this
paragraph and of the Statutes. No defect in
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the Notice of Redemption or in the giving thereof shall affect the
validity of the redemption proceedings;
(E) subject to sub-paragraph (I) below, the provisions of this and the
following sub-paragraph shall have effect in relation to
Non-cumulative Category II Convertible Sterling Preference Shares
for the time being issued and registered in the Register of Members
(Registered Shares) and represented by certificates (Certificates)
and in relation to Non-cumulative Category II Convertible Sterling
Preference Shares which, in accordance with Article 52 of these
presents, are for the time being issued and represented by a Warrant
(as defined in the said Article 52) (Bearer Shares). Payments in
respect of the amount due on redemption of a Registered Share shall
be made by Sterling cheque drawn on a bank in London or upon the
request of the holder or joint holders not later than the date
specified for the purpose in the Notice of Redemption by transfer to
a Sterling account maintained by the payee with a bank in London.
Such payment will be against presentation and surrender of the
relative Certificate at the place or one of the places specified in
the Notice of Redemption and if any Certificate so surrendered
includes any Non-cumulative Category II Convertible Sterling
Preference Shares not to be redeemed on the relevant Redemption Date
(other than Non-cumulative Category II Convertible Sterling
Preference Shares to be converted pursuant to paragraph 2.7 of this
Schedule 3) the Company shall within fourteen days thereafter issue
to the holder, free of charge, a fresh Certificate in respect of
such Non-cumulative Category II Convertible Sterling Preference
Shares. Payment in respect of the amount due on redemption of a
Bearer Share shall be made by Sterling cheque drawn on a bank in
London or upon the request of the holder not later than the date
specified for the purpose in the Notice of Redemption by transfer to
a Sterling account maintained by the payee with a bank in London.
Such payments will be made against presentation and surrender of the
Warrant and all unmatured dividend coupons and talons (if any) at
the place or the places specified in the Notice of Redemption. Upon
the relevant Redemption Date all unmatured dividend coupons and any
talon for additional dividend coupons appertaining thereto (whether
or not returned) shall become void and no payment will be made in
respect thereof. If the Warrant so surrendered represents any Non-
cumulative Category II Convertible Sterling Preference Shares not to
be redeemed on the relevant Redemption Date (other than
Non-cumulative Category II Convertible Sterling Preference Shares to
be converted pursuant to paragraph 2.7 of this Schedule 3) the
Company shall issue, free of charge, a fresh Warrant representing
such Bearer Shares which are not to be redeemed on such Redemption
Date.
All payments in respect of redemption monies will in all respects be
subject to any applicable fiscal or other laws;
(F) as from the relevant Redemption Date the dividend on the
Non-cumulative Category II Convertible Sterling Preference Shares
due for redemption shall cease to accrue except on any such
Non-cumulative Category II Convertible Sterling Preference Shares in
respect of which, upon the due surrender of the Certificate or, as
the case may be, the Warrant and all unmatured dividend coupons and
talons (if any) in respect thereof, in accordance with sub-paragraph
(E) above, payment of the redemption monies due on such Redemption
Date shall be improperly withheld or refused, in which case such
dividend, at the rate then applicable, shall be deemed to have
continued and shall accordingly continue to accrue from the relevant
Redemption Date to the date of payment of such redemption monies.
Such Non-cumulative Category II Convertible Sterling Preference
Share shall not be treated as
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having been redeemed until the redemption monies in question
together with the accrued dividend thereon shall have been paid;
(G) if the due date for the payment of the redemption monies on any
Non-cumulative Category II Convertible Sterling Preference Shares is
not a Sterling Business Day then payment of such monies will be made
on the next succeeding day which is a Sterling Business Day and
without any interest or other payment in respect of such delay
unless such day shall fall within the next calendar month whereupon
such payment will be made on the preceding Sterling Business Day;
(H) the receipt of the holder for the time being of any Registered Share
(or in the case of joint holders the receipt of any one of them) and
the receipt of the person delivering any Warrant to the place or one
of the places specified pursuant to sub-paragraph (D) above in
respect of the monies payable on redemption on such Registered Share
or, as the case may be, such Bearer Share, shall constitute an
absolute discharge to the Company; and
(I) subject as aftermentioned, the provisions of sub-paragraph (E) and
(F) above shall have effect in relation to Registered Shares which
are in uncertificated form within the meaning of the Uncertificated
Securities Regulations 1995 (as in force on the date of adoption of
this Schedule 3) in the same manner as they have effect in relation
to Registered Shares represented by Certificates, save that (i) any
provision of the said paragraphs requiring presentation and
surrender of a Certificate shall be satisfied in the manner
prescribed or permitted by the said Regulations (or by any enactment
or subordinate legislation which amends or supersedes those
Regulations) or (subject to those Regulations or such enactment or
subordinate legislation) in such manner as may from time to time be
prescribed by the Directors), and (ii) the Company shall not be
under any obligation to issue a fresh Certificate under sub-
paragraph (E).
2.7 CONVERSION
(i) Each holder of Non-cumulative Category II Convertible Sterling
Preference Shares shall be entitled in the manner set out in (and
subject to the provisions of) this paragraph 2.7 to convert into
fully paid Ordinary Shares such of his Non-cumulative Category II
Convertible Sterling Preference Shares as have not, as at the last
date, prior to the relevant Conversion Date, for the provision of
notice of conversion under sub-paragraph (viii) below, either been
redeemed or been the subject of a valid Notice of Redemption given
under paragraph 2.6 of this Schedule 3.
(ii) If, as at the Final Conversion Date, any of the Non-cumulative
Category II Convertible Sterling Preference Shares have not been
either redeemed, the subject of a valid Notice of Redemption given
under paragraph 2.6 of this Schedule 3 or converted into Ordinary
Shares, then all such Non-cumulative Category II Convertible
Sterling Preference Shares will convert into fully paid Ordinary
Shares in the manner set out in (and subject to the provisions of)
this paragraph 2.7.
(iii) For the purpose of this paragraph 2.7:
(A) the Conversion Dates shall be 30 September 2001, 31 March
2002, 30 September 2002 and the Final Conversion Date (which
is also for the avoidance of doubt a Conversion Date) shall be
31 March 2003;
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(B) the conversion right referred to in sub-paragraph (i) above
shall be exercisable by completion of a Conversion Notice (as
defined in sub-paragraph (v) below) submitted by holders of
Non-cumulative Category II Convertible Sterling Preference
Shares (Converting Holders) setting out the number of
Non-cumulative Category II Convertible Sterling Preference
Shares which are to be converted pursuant to such notice (the
Conversion Amount) and lodging such Conversion Notice with the
Company's Registrar at any time during the period and in the
manner referred to in sub-paragraph (viii) below;
(C) the Redemption Amount in relation to a Non-cumulative Category
II Convertible Sterling Preference Share means the nominal
amount thereof together with any premium paid on issue;
(iv) The number of Ordinary Shares to be issued on the conversion of each
Non-cumulative Category II Convertible Sterling Preference Share
shall be determined by dividing the Redemption Amount by the
Conversion Price. In the case of Non-cumulative Category II
Convertible Sterling Preference Shares which are converted on any of
the Conversion Dates, the Conversion Price shall be the higher of:
(A) the weighted average closing price per Ordinary Share on the
London Stock Exchange during the period of the 20 London Stock
Exchange dealing days (on which the trading in the Ordinary
Shares is not fully suspended) ending five London Stock
Exchange dealing days before the relevant Conversion Date; and
(B) L5
Fractions of Ordinary Shares will not be issued on conversion and no
cash adjustment will be made. However, if more than one
Non-cumulative Category II Sterling Preference Share held by any
holder is to be converted and the Ordinary Shares arising on
conversion are to be registered in the same name, the number of
Ordinary Shares to be issued in respect thereof shall be calculated
on the basis of the aggregate Redemption Amount of such
Non-cumulative Category II Sterling Preference Shares.
If at the time that the Conversion Price is to be calculated the
Ordinary Shares are not listed and traded on the London Stock
Exchange, references in this article to the London Stock Exchange
shall be to such other exchange on which the Ordinary Shares are
listed and traded.
(v) For the purposes of conversion pursuant to sub-paragraph (i) above,
a Conversion Notice means, in relation to any Non-cumulative
Category II Convertible Sterling Preference Shares, which as at the
date of such notice, are Registered Shares (as defined in paragraph
2.6 of this Schedule 3), a Certificated Conversion Notice (as
defined in sub-paragraph (vi) below) or, in relation to any
Non-cumulative Category II Convertible Sterling Preference Shares
that, as at the date of such notice, are Bearer Shares (as defined
in the said paragraph 2.6), an Uncertificated Conversion Notice (as
defined in sub-paragraph (vii) below).
(vi) In relation to any Non-cumulative Category II Convertible Sterling
Preference Shares that, as at the date of the relevant Conversion
Notice, are Registered Shares, the right to convert shall be
exercised if the registered holder of any such Category II
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Convertible Sterling Preference Shares, shall have delivered to the
Company's Registrar, at any time during the period referred to in
sub-paragraph (viii) below, a duly signed and completed Conversion
Notice in such form as may from time to time be prescribed by the
Directors (and obtainable from the Company's Registrar) (a Certified
Conversion Notice) together with the Certificate for such shares (or
an appropriate form of indemnity).
(vii) In relation to any Non-cumulative Category II Convertible Sterling
Preference Shares that, as at the date of the relevant Conversion
Notice, are Bearer Shares, the right to convert shall be exercised
if an Uncertificated Conversion Notice is received as referred to
below at any time during the period referred to in sub-paragraph
(viii) below. For these purposes, an Uncertificated Conversion
Notice shall mean an instruction and/or notification received by the
Company or such person as it may require in such form and having
such effect as may in each case from time to time be prescribed by
the Directors (subject always to the facilities and requirements of
the relevant system) and details of which shall be obtainable from
the Company's Registrar. Without prejudice to the generality of the
foregoing, the form of Conversion Notice referred to above may be
such as to require the holder of the Non-cumulative Category II
Convertible Sterling Preference Shares concerned to transfer such
Non-cumulative Category II Convertible Sterling Preference Shares
into such account as may be specified by the Company in the
Uncertified Conversion Notice.
(viii) The period referred to in sub-paragraphs (vi) and (vii) above for
the delivery of a Conversion Notice is the period falling not less
than 7 and not more than 30 days prior to the relevant Conversion
Date. Unless the Directors otherwise determine in any case or cases,
a Conversion Notice once delivered shall be irrevocable.
(ix) The following provisions shall apply to conversion of the
Non-cumulative Category II Convertible Sterling Preference Shares:-
(A) conversion may be effected in such manner as the Directors
shall, subject to the requirements of applicable law and the
provisions hereof, from time to time determine and, without
prejudice to the generality of the foregoing, may be effected:
(aa) by the redemption of Non-cumulative Category II
Convertible Sterling Preference Shares on the relevant
Conversion Date for the Redemption Amount and the
application of the redemption moneys on behalf of the
holder of the Non-cumulative Category II Convertible
Sterling Preference Shares so redeemed as herein
provided. In the case of a conversion effected by means
of the redemption of Non-cumulative Category II
Convertible Sterling Preference Shares, the Directors
may effect redemption of the relevant Non-cumulative
Category II Convertible Sterling Preference Shares out
of profits of the Company which would otherwise be
available for dividend, out of the proceeds of a fresh
issue of shares or in any other manner for the time
being permitted by law. In the case of redemption out of
profits, the Directors shall apply the Redemption Amount
in the name of the holder of the Non-cumulative
Category II Convertible Sterling Preference Shares to be
converted in subscribing for the appropriate number of
Ordinary Shares as determined in accordance with the
provisions hereof at such premium per Ordinary Share as
shall represent the amount (if
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any) by which the aggregate Redemption Amount exceeds
the aggregate nominal amount of the Ordinary Shares to
which the holder is so entitled divided by the number of
such Ordinary Shares. In the case of redemption out of
the proceeds of a fresh issue of shares, the Directors
may arrange for the secretary of the Company or any
other person selected by the Directors to subscribe and
pay, as agent on the holder's behalf, for the
appropriate number of Ordinary Shares at such premium
per Ordinary Share as shall represent the amount (if
any) by which the aggregate Redemption Amount exceeds
the aggregate nominal amount of the Ordinary Shares to
which the holder is so entitled divided by the number of
such Ordinary Shares (and such person shall be deemed to
have authority to borrow for such purpose) and, in any
such case, a holder of Non-cumulative Category II
Convertible Sterling Preference Shares shall be deemed
irrevocably to have authorised and instructed the
Directors to apply the Redemption Amount in payment to
the holder's agent, who shall be entitled to retain the
same for his own benefit without being accountable
therefor to the holder. In relation to any
Non-cumulative Category II Convertible Sterling
Preference Shares which at the date of the relevant
Conversion Notice are Bearer Shares, and which are to be
redeemed in accordance with this sub-paragraph
(ix)(A)(aa) the Directors shall be entitled in their
absolute discretion to determine the procedures for the
redemption and cancellation of such Non-cumulative
Category II Convertible Sterling Preference Shares
(subject always to the facilities and requirements of
the relevant system concerned and to the redemption on
the relevant Conversion Date of the Non-cumulative
Category II Convertible Sterling Preference Shares
concerned) and the provisions of this sub-paragraph
shall apply mutatis mutandis in respect of such
redemption; or
(bb) by means of a capitalisation issue and consolidation. In
that case the requisite capitalisation issue and
consolidation may be effected pursuant to the authority
conferred by the passing of the resolution which created
the Non-cumulative Category II Convertible Sterling
Preference Shares, by the Company capitalising from
profits or reserves (including any share premium
account, merger reserve or capital redemption reserve)
such number of new Ordinary Shares as shall bring the
total nominal amount of the Non-cumulative Category II
Convertible Sterling Preference Shares and the new
Ordinary Shares to at least the total nominal amount of
the Ordinary Shares into which the Non-cumulative
Category II Convertible Sterling Preference Shares will
convert on the relevant Conversion Date, consolidating
all the relevant shares into one share (the Consolidated
Share) and sub-dividing the Consolidated Share into the
number of Ordinary Shares arising from the conversion of
the Convertible Preference Shares. The balance of such
sub-divided share (including any fraction) shall be
non-voting deferred shares of such nominal amount as the
Directors may determine (Non-Voting Deferred Shares),
shall be certificated shares and shall have the
following rights and restrictions:
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(1) on a winding-up or other return of capital, the
Non-Voting Deferred Shares shall entitle the holders of
the shares only to payment of the amounts paid up on
those shares, after repayment of the holders of the
Ordinary Shares of the nominal amount paid up on the
Ordinary Shares held by them respectively and the
payment of L0.01 on each Ordinary Share;
(2) the Non-Voting Deferred Shares shall not entitle the
holders of the shares to the payment of any dividend or
to receive notice of or to attend or vote at any general
meeting of the Company;
(3) the Non-Voting Deferred Shares shall not, save as
provided in sub-paragraph (4) below, be transferable;
(4) such conversion shall be deemed to confer irrevocable
authority on the Company to appoint any person to
execute on behalf of the holders or any Non-Voting
Deferred Shares an instrument of transfer of the shares,
and/or an agreement to transfer the shares, to such
person or persons as the Company may determine as a
custodian of the shares or to purchase or to cancel the
shares in accordance with the provisions of the Statutes
in any such case for not more than L0.01 for all
the shares being transferred, purchased or cancelled (to
be paid to such one of the holders as may be selected by
lot) without obtaining the sanction of the holder or
holders of the shares, and pending such transfer or
purchase or cancellation to retain the certificate for
such Non-Voting Deferred Shares; and
(5) the Company may at its option at any time after the
creation of any Non-Voting Deferred Shares redeem all of
those shares then in issue at a price not exceeding
L0.01 for all the shares redeemed at any one time
(to be paid to such one of the holders as may be
selected by lot), upon giving the holders of the
Non-Voting Deferred Shares not less than 28 days'
previous notice in writing of its intention so to do,
fixing a time and place for the redemption. The
Non-Voting Deferred Shares will not be listed on the
London Stock Exchange. Upon or after the redemption of
any Non-Voting Deferred Shares pursuant to this
sub-paragraph (bb) the Directors may pursuant to the
authority conferred the passing of the resolution which
created the Non-cumulative Category II Convertible
Sterling Preference Shares consolidate and/or sub-divide
and/or convert the authorised Non-Voting Deferred Share
capital existing as a consequence of such redemption
into shares of any other class of share capital into
which the authorised share capital of the Company is or
may at that time be divided of a like nominal amount (as
nearly as may be) as the shares of such class or into
unclassified shares of the same nominal amount (as
nearly as may be) as the shares of such class or into
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unclassified shares of the same nominal amount as the
Non-Voting Deferred Shares.
(B) the preferential dividend on Non-cumulative Category II Convertible
Sterling Preference Shares which are converted pursuant to this
paragraph 2.7 shall cease to accrue with effect from the relevant
Conversion Date. Ordinary Shares arising on conversion will be
allotted and registered as of the relevant Conversion Date, in each
case to and in the name of the holder of the relevant Non-cumulative
Category II Convertible Sterling Preference Shares and shall rank
pari passu with the Ordinary Shares in issue on such Conversion Date
except that the Ordinary Shares so allotted will not rank for any
dividend or other distribution which has been announced, declared,
recommended or resolved prior to such Conversion Date by the
Directors or by the Company in general meeting to be paid or made,
if the record date for such dividend or other distribution is on or
prior to such Conversion Date;
(C) unless the Directors otherwise determine, or unless the
Uncertificated Securities Regulations and/or the requirements of the
relevant system otherwise require, the Ordinary Shares arising on
conversion of any Non-cumulative Category II Convertible Sterling
Preference Shares shall be or shall be issued (as appropriate) as
certificated shares (where the Non-cumulative Category II
Convertible Sterling Preference Shares converted were, on the date
of the relevant Conversion Notice, Registered Shares or where the
relevant Converting Holder has not specified a Crest account for
this purpose in the relevant Uncertificated Conversion Notice) or as
uncertificated shares (where the Non-cumulative Category II
Convertible Sterling Preference Shares converted were, on the date
of the relevant Conversion Notice, uncertificated shares and the
relevant Converting Holder has specified a Crest account for this
purpose in the relevant Uncertificated Conversion Notice), provided
that if the Company is unable under the facilities and requirements
of the relevant system to issue Ordinary Shares in respect of the
person entitled thereto in uncertificated form, such shares shall be
issued as certificates shares; and
(D) the Company shall procure that there shall be dispatched or made
free of charge (but uninsured and at the risk of the holder or the
person entitled thereto, or the first-named thereof, as the case may
be):
(aa) a certificate in respect of Ordinary Shares arising on
conversion which are, in accordance with sub-paragraph (C)
above, certificated shares, and a new certificate for any
unconverted Non-cumulative Category II Convertible Sterling
Preference Shares comprised in any share certificate
surrendered by the holder, not later than 28 days after the
relevant Conversion Date; and
(bb) payment in respect of the accrued preferential dividend on the
Non-cumulative Category II Convertible Sterling Preference
Shares converted, on the payment date in respect of such
dividend next following the relevant Conversion Date (unless
such Conversion Date is also a dividend payment date, or
unless there are no Non-cumulative Category II Convertible
Sterling Preference Shares outstanding following such
conversion in which case on such dividend payment date).
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(E) For the purposes of this paragraph 2.7, whether any
Non-cumulative Category II Convertible Sterling Preference
Shares are certificated shares or uncertificated shares on the
relevant Conversion Date shall be determined by reference to
the register of members as at 12.01 a.m. on the relevant
Conversion Date or such other time as the Directors may
(subject to the facilities and requirements of the relevant
system concerned) in their absolute discretion determine.
(F) The Company shall use reasonable endeavours to procure that
the Ordinary Shares arising on conversion of Non-cumulative
Category II Convertible Sterling Preference Shares are
admitted to the Official List of The London Stock Exchange at
the earliest practicable date following issue and allotment of
such.
(G) The Company shall ensure that at the relevant Conversion Dates
sufficient authorised but unissued share capital is available
in order to permit conversion of the Non-cumulative Category
II Convertible Sterling Preference Shares outstanding on such
relevant Conversion Date;
3. (a) save with the written consent of the holder(s) of three-quarters in
nominal value of, or with the sanction of an Extraordinary
Resolution passed at a separate General Meeting of the holders of,
the Non-cumulative Category II Convertible Sterling Preference
Shares, the Directors shall not: (i) authorise or create, or
increase the amount of, any shares of any class or any security
convertible into shares of any class ranking as regards rights to
participate in the profits or assets of the Company (other than on a
redemption or purchase by the Company of any such shares) in
priority to the Non-cumulative Category II Convertible Sterling
Preference Shares; or (ii) delist the Ordinary Shares from the
London Stock Exchange, except in connection with a listing of such
shares on another stock exchange of comparable standing;
(b) the special rights attached in any series of Non-cumulative Category
II Convertible Sterling Preference Shares allotted or in issue shall
not (unless otherwise provided by their terms of issue) be deemed to
be varied by the creation or issue of any New Shares ranking as
regards participation in the profits and assets of the Company pari
passu with or after such Non-cumulative Category II Convertible
Sterling Preference Shares. Any new shares ranking pari passu with
such Non-cumulative Category II Convertible Sterling Preference
Shares may without their creation or issue being deemed to vary the
special rights attached to any Non-cumulative Category II
Convertible Sterling Preference Share then in issue either carry
rights identical in all respects with such Non-cumulative Category
II Convertible Sterling Preference Shares or any of them or carry
rights differing therefrom in any respect, including, but without
prejudice to the generality of the foregoing, in that:
(i) the rate or means of calculating the dividend may differ and
the dividend may be cumulative or non-cumulative;
(ii) the New Shares or any series thereof may rank for dividend as
from such date as may be provided by the terms of issue
thereof and the dates for payment of dividend may differ;
(iii) the New Shares may be denominated in Sterling or any Foreign
Currency;
- 156 -
(iv) a premium may be payable on return of capital or there may be
no such premium;
(v) the New Shares may be redeemable at the option of the holder
or of the Company, or may be non-redeemable and if redeemable
at the option of the Company, they may be redeemable at
different dates and on different terms from those applying to
the Non-cumulative Category II Convertible Sterling Preference
Shares; and
(vi) the New Shares may be convertible into Ordinary Shares or any
other class of shares ranking as regards participation in the
profits and assets of the Company pari passu with or after
such Non-cumulative Category II Convertible Sterling
Preference Shares in each case on such terms and conditions as
may be prescribed by the terms of issue thereof.
(c) Prior to 30 September 2000 the directors may, in their absolute
discretion and without giving any reason refuse to register the
transfer of a Non-cumulative Category II Sterling Convertible
Preference Share to any person, whether or not it is fully paid.
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SCHEDULE 4
ADDITIONAL VALUE SHARES
1. The Company shall have a class of Additional Value Shares. They shall
confer the rights and be subject to the restrictions set out or referred
to in this Schedule 4.
2. Each Additional Value Share shall confer the following rights as to
participation in the profits and assets of the Company, receipt of
notices, attendance and voting at meetings and conversion.
2.1 Income
The right to dividends to be paid out of the distributable profits of the
Company, subject in each case to declaration by and at the discretion of
the Directors and the provisions of sub-paragraph 2.2, as follows:
(i) 15 pence per Additional Value Share on 1 December 2001;
(ii) 30 pence per Additional Value Share on 1 December 2002; and
(iii) 55 pence per Additional Value Share on 1 December 2003 (the "Final
Dividend Date").
References in this Schedule to a "dividend" on the Additional Value Shares
include a reference to each dividend paid on the Additional Value Shares
(whether or not in accordance with the proposed dividends set out in this
sub-paragraph 2.1 and including any dividend of a lesser amount than
stated or any dividend aggregating two or more such dividends or any part
thereof) and references to "dividend payment dates" are to dividend
payment dates in respect of the Additional Value Shares only (such
dividend payment dates being, subject to sub-paragraph 2.2, those
specified in this sub-paragraph 2.1).
2.2 Further provisions as to income
The following provisions shall apply:
(i) In deciding whether to declare and pay a dividend on the Additional
Value Shares the Directors shall have regard inter alia to the
following factors:
(A) whether the distributable profits of the Company are
sufficient to cover the payment in full of dividends on the
Additional Value Shares on any dividend payment date and also
the payment in full of all other dividends (if any) stated to
be payable on any Cumulative Preference Share or New
Preference Share provided that in any event the Directors
shall not pay any dividend due on the Additional Value Shares
if in their opinion the distributable profits of the Company
are not likely to be sufficient to pay any dividend due on any
Cumulative Preference Share or New Preference Share due for
payment within 90 days of the relevant dividend payment date;
(B) whether the distributable profits of the Company are adequate
or are likely to be adequate having regard to the Company's
obligation to make dividend payments on any Cumulative
Preference Share or New Preference Share;
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(C) the effect of the payment of such dividend on the regulatory
capital structure of the Company and on its consolidated
banking and trading book target and trigger ratios as
prescribed by the Financial Services Authority Limited from
time to time; and
(D) the Company's best interests having regard to its future cash
requirements and actual and contingent liabilities.
(ii) Without prejudice to the foregoing and for the avoidance of doubt,
no dividend shall be paid on the Additional Value Shares if and to
the extent that such payment would constitute an unauthorised
variation or abrogation of the rights as to participation in profits
attached to the Cumulative Preference Shares or any New Preference
Shares.
(iii) Holders of Additional Value Shares shall have no claim in respect of
the failure of the Directors to declare and/or pay any dividend(s)
and the Directors shall not be bound to give their reasons for not
declaring or paying such a dividend save that the Directors shall
announce their intention in respect of the payment of any dividend
referred to in sub-paragraph 2.1 no later than 14 days prior to the
relevant dividend payment date (save in respect of the Final
Dividend Date in which case notice must be given on or before 1
September 2003).
(iv) Dividends declared by the Directors shall be payable without
necessity for any resolution on the part of the Company in General
Meeting on the relevant dividend payment date to holders of
Additional Value Shares entered on the register of members at the
close of business on the date which falls one calendar month before
the relevant dividend payment date (or on such other date prior to
the relevant dividend payment date as the Directors may in their
absolute discretion decide).
(v) Subject to sub-paragraph 2.1 and this sub-paragraph 2.2, if and to
the extent that any dividend is not declared for payment on any
dividend payment date (whether in whole or in part), such amount
shall fall to be considered for payment on the following dividend
payment date in addition to any dividend falling to be considered
for payment on that date.
(vi) No Additional Value Share shall carry any right to participate in
the profits of the Company other than as set out in sub-paragraph
2.1 above and this sub-paragraph 2.2.
(vii) If any dividend payment date in respect of which dividends are
declared to be payable in accordance with sub-paragraph 2.1 above is
not a day on which banks in London are open for business (a
"Business Day"), then payment of the dividend payable on such date
will be made on the next succeeding Business Day and without any
interest or other payment in respect of such delay.
(viii) Save as set out in sub-paragraph 2.7(xiv) and for the avoidance of
doubt, the Company shall be free to pay dividends or make other
distributions to any holder of any other class of shares in the
capital of the Company (including for the avoidance of doubt, the
Cumulative Preference Shares, New Preference Shares and the Ordinary
Shares) notwithstanding that the Directors have not declared and/or
paid any dividend on the Additional Value Shares.
- 159 -
2.3 Capital
The right on a winding up, liquidation or other return of capital other
than a redemption or purchase by the Company of any shares of any class,
to receive in respect of each Additional Value Share in Sterling out of
the surplus assets of the Company available for distribution amongst the
members in priority to the holders of the Ordinary Shares of the Company
but after payment of all amounts outstanding to holders of Cumulative
Preference Shares and New Preference Shares and any other share in the
capital of the Company expressed to rank as to participation in capital or
assets in priority to the Additional Value Shares, an amount of L1 less
the aggregate amount of any dividends paid in respect of each Additional
Value Share prior to the date of the winding up or liquidation (but for
the avoidance of doubt excluding any distribution paid in the winding up
or liquidation).
If on any such winding up, liquidation or other return of capital the
amounts available for payment are insufficient to cover in full the
amounts payable on the Additional Value Shares on such return of capital,
the holders of such Additional Value Shares will share rateably in the
distribution of assets (if any) in proportion to the full amounts to which
they are respectively entitled under this sub-paragraph 2.3.
No Additional Value Share shall confer any further right to participate in
the capital or assets of the Company available for distribution among the
members other than as set out in this sub-paragraph 2.3.
2.4 Receipt of Notices
The right to have sent to the holder of each Additional Value Share (at
the same time as the same are sent to the holders of Ordinary Shares) a
copy of the Company's Annual Report and Accounts and/or Interim Financial
Statement together with any notice of any General Meeting of the Company
at which such holder is entitled to attend and vote.
2.5 Attendance and Voting at Meetings
The right to attend at a General Meeting of the Company and to speak to or
vote upon any Resolution proposed thereat in circumstances where it is
proposed at the Meeting either to vary or abrogate any of the rights
attached to the Additional Value Shares or proposing the winding up of the
Company (and then in each such case only to speak to and vote upon any
such Resolution) but not otherwise.
Whenever holders of Additional Value Shares are so entitled to vote on a
Resolution, on a show of hands every such holder who is present in person
shall have one vote and, on a poll, every such holder who is present in
person or by proxy shall have such number of votes for the Additional
Value Shares held by him as he would have had if those shares had been
converted into Ordinary Shares on the date of the notice of the meeting
pursuant to the conversion procedure set out in paragraph 2.7 of this
Schedule 4 and at a price per Additional Value Share calculated on the
basis that the date of the notice of the meeting was the Second Conversion
Date.
2.6 De-listing and Conversion into Non-Voting Deferred Shares
The Directors shall be entitled (without being required to obtain the
sanction of any holder of any Additional Value Share) in their absolute
discretion and shall have irrevocable authority at any time after the
payment of aggregate dividends of L1 in respect of each Additional Value
Share to procure that the Additional Value Shares be de-listed from the
Official List of the UK
- 160 -
Listing Authority and from trading on the London Stock Exchange's market
for listed securities. The Additional Value Shares shall convert
automatically into non-voting deferred shares of L0.01 ("Non-Voting
Deferred Shares"), which shall be certificated shares and shall have the
following rights and restrictions only:
(i) On a winding-up or other return of capital, the Non-Voting Deferred
Shares shall entitle the holders of such shares only to payment of
the amounts paid up on those shares, after repayment to the holders
of Ordinary Shares of the nominal amount paid up on the Ordinary
Shares held by them respectively and the payment of L100,000
on each Ordinary Share.
(ii) The Non-Voting Deferred Shares shall not entitle the holders of such
shares to the payment of any dividend or other distribution or to
receive notice of or to attend or vote at any general meeting of the
Company or otherwise receive any shareholder communication.
(iii) The Non-Voting Deferred Shares shall not, save as provided below or
otherwise with the written consent of the Directors, be
transferable.
(iv) Notwithstanding any other provision in these presents and unless
specifically required by the provisions of the 1985 Act, the Company
shall not be required to issue any certificates in respect of any
Non-Voting Deferred Shares.
(v) Following conversion, the Non-Voting Deferred Shares shall be
transferred for no consideration to such person as may be nominated
by the Directors, whether or not an officer of the Company (and for
such purposes the Directors shall have irrevocable authority to
appoint a person on behalf of any holder of Non-Voting Deferred
Shares to enter into an agreement to transfer and to execute and
deliver a transfer of his Non- Voting Deferred Shares to such other
person).
2.7 Conversion into Ordinary Shares
(i) If on 1 September 2003 aggregate dividends of L1 have not been
paid in respect of each Additional Value Share, then unless the
Directors have resolved that a dividend be paid on the Additional
Value Shares on or before the Final Dividend Date of such amount
that aggregate dividends paid on Additional Value Shares will
be L1 (and that dividend is duly paid on or before the Final
Dividend Date or the following Business Day where that date is not a
Business Day), the Additional Value Shares shall be converted into
fully paid up Ordinary Shares in the manner set out (and subject to
the provisions of) this paragraph 2.7 and the Company shall use its
reasonable efforts, to the extent permitted by applicable law, to
arrange for a sale of the Ordinary Shares arising on conversion
pursuant to paragraph 2.7(iii) below.
(ii) For the purpose of this paragraph 2.7:
(A) the Settlement Amount in relation to each Additional Value
Share means an amount of L1 less the aggregate amount of
any dividends paid in respect of that share;
(B) the Aggregate Settlement Amount in relation to any particular
holding of Additional Value Shares means the aggregate
Settlement Amount relating to the number of Additional Value
Shares comprised in that holding and where the
- 161 -
context requires, the Aggregate Settlement Amount relating to
all Additional Value Shares to be converted;
(C) the First Conversion Date shall be 25 London Stock Exchange
trading days prior to the Second Conversion Date and the
Second Conversion Date shall be the Final Dividend Date;
(D) the expression "holder" shall include a person entitled by
transmission and the expressions "hold" and "holding" shall be
construed accordingly; and
(E) each joint holding in respect of which names of the joint
holders differ or are listed in a different order shall be
treated as a separate holding and the expressions "held" and
"holder" shall be construed accordingly.
(iii) The Company will use its reasonable efforts, to the extent permitted
by applicable law, to arrange for the sale of the Ordinary Shares
into which such Additional Value Shares will convert so as to raise
net cash proceeds of an amount equal to the Aggregate Settlement
Amount in respect of such Additional Value Shares. The sale will be
conducted by means of a process pursuant to which a broker selected
by the Company (the "Broker ") will solicit bids for the relevant
Ordinary Shares (the "Placing "). Such bids will be solicited during
the period of 20 London Stock Exchange trading days ending five
London Stock Exchange trading days before the First Conversion Date.
The Company will not in any circumstances be obliged to procure the
transfer of Ordinary Shares in connection with the Placing at a
price per share of less than the nominal value of the Ordinary
Shares (the "Base Price ").
(iv) On the First Conversion Date there shall be converted in accordance
with sub-paragraph 2.7(xv) the whole or such proportion of each
holding of Additional Value Shares as shall be determined by the
Directors in the light of the outcome of the Placing. The number of
Ordinary Shares into which each Additional Value Share which is
converted on the First Conversion Date is to be converted shall be
such that the aggregate number of Ordinary Shares arising on the
First Conversion Date shall be sufficient for the purposes of the
Placing.
(v) On the First Conversion Date:
(A) the Company shall procure the transfer to the Broker or as the
Broker shall direct, of the Ordinary Shares so placed; and
(B) the Broker shall collect the net cash proceeds of the Placing
and hold such proceeds in separate bank account(s) until the
Second Conversion Date.
The Directors shall have irrevocable authority on behalf of each
holder of an Additional Value Share to appoint any person on behalf
of such holder to enter into an agreement to transfer and to execute
and deliver a transfer of the Ordinary Shares resulting from
conversion on the First Conversion Date.
(vi) If the proceeds of the Placing are sufficient to enable the Company
to pay to each holder of Additional Value Shares the Aggregate
Settlement Amount in respect of his holding, the whole of the
Additional Value Shares shall be converted on the First Conversion
Date and on the Second Conversion Date the net cash proceeds of the
Placing (if any) held by the Broker (the "Total Cash Amount") shall
be paid to the persons who were holders of the Additional Value
Shares immediately prior to conversion.
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(vii) If the proceeds of the Placing are not sufficient to enable the
Company to pay to each holder of Additional Value Shares the
Aggregate Settlement Amount then part only of the Additional Value
Shares (determined in accordance with paragraph (iv) above) shall be
converted on the First Conversion Date and on the Second Date:
(A) the Total Cash Amount shall be paid to the persons who were
holders of the Additional Value Shares immediately prior to
conversion pro rata to their holding of Additional Value
Shares, and the amount (if any) by which the cash paid or
payable to a holder falls short of the Aggregate Settlement
Amount shall be the "Remaining Settlement Amount"; and
(B) on the Second Conversion Date the remaining Additional Value
Shares shall be converted into such number of Ordinary Shares
so that the persons who were holders of Additional Value
Shares immediately prior to conversion receive the whole
number of Ordinary Shares (if any) calculated by dividing the
Remaining Settlement Amount by the Conversion Price, being the
higher of (i) 95% of the weighted average closing price per
Ordinary Share on the London Stock Exchange during the period
of 20 London Stock Exchange dealing days ending five London
Stock Exchange dealing days before the Second Conversion Date
and (ii) the nominal value of the Ordinary Shares.
(viii) If there is no Placing or if a dividend resolved upon as at 1
September 2003 is not paid on the Final Dividend Date (or the
following Business Day where that date is not a Business Day) then
on or as soon as possible after the Second Conversion Date all the
Additional Value Shares shall be converted into such number of
Ordinary Shares so that each holder receives the whole number of
Ordinary Shares (if any) calculated by dividing the Settlement
Amount by the Conversion Price, being the higher of (i) 95% of the
weighted average closing price per Ordinary Share on the London
Stock Exchange during the period of 20 London Stock Exchange dealing
days ending five London Stock Exchange dealing days before the
Second Conversion Date and (ii) the nominal value of the Ordinary
Shares.
(ix) Where the conversion would otherwise result in a holder being
entitled to a fraction of an Ordinary Share such holder's
entitlement shall be rounded up or down as the Directors may
determine.
(x) If at the time that the Conversion Price or Base Price is to be
calculated the Ordinary Shares are not traded on the London Stock
Exchange, references in this article to the London Stock Exchange
shall be to such other competent authority or exchange with or on
which the Ordinary Shares are listed or traded (as the case may be).
(xi) The conversion of Additional Value Shares into fully paid Ordinary
Shares shall be conditional on:
(A) the Company, as at the First Conversion Date or the Second
Conversion Date (as the case may be), having sufficient
authorised but unissued share capital to issue such Non-Voting
Deferred Shares of L0.01 as may fall to be issued on such date
in connection with the conversion of Additional Value Shares;
(B) the number of Non-Voting Deferred Shares of L0.01 which the
Directors have been authorised to issue pursuant to Section 80
of the 1985 Act being sufficient, as at the First Conversion
Date or the Second Conversion Date (as the case may
- 163 -
be) to allot the shares falling to be allotted on such date in
connection with the conversion of Additional Value Shares or
the Directors having been authorised prior to such date
pursuant to section 80 to allot such shares (together with the
condition set out in (A) above, the "Relevant Shareholder
Approvals"); and
(C) there being sufficient profits or reserves available for
capitalisation to enable the Company to allot credited as
fully paid the number of Non-Voting Deferred Shares of
L0.01 each falling to be allotted as aforesaid.
(xii) The Company shall use its reasonable efforts to ensure that
sufficient authorised but unissued share capital and sufficient
profits or reserves are available in order to permit conversion of
the Additional Value Shares outstanding on the relevant Conversion
Date. If the Relevant Shareholder Approvals (or profits or reserves)
are insufficient to permit the allotment and issue of such number of
Non-Voting Deferred Shares as fall to be allotted and issued on the
First Conversion Date or the Second Conversion Date in connection
with the conversion of Additional Value Shares, the Company
undertakes to convert the maximum number of Additional Value Shares
which it is legally permitted to convert under the existing Relevant
Shareholder Approvals (and having regard to existing profits or
reserves) pro rata to the respective entitlement of holders. Any
Additional Value Shares which could not be converted as at the First
Conversion Date and the Second Conversion Date shall be "Unconverted
Additional Value Shares ".
(xiii) Unconverted Additional Value Shares will be converted into Ordinary
Shares as soon as the Company has sufficient authorised and unissued
shares, and sufficient available profits or reserves, to permit
conversion of Unconverted Additional Value Shares in full.
Paragraphs (ii) to (x) of this Paragraph 2.7 shall apply to the
conversion of such Unconverted Additional Value Shares provided that
the Second Conversion Date shall be 60 London Stock Exchange dealing
days after the first day of the month following the month in which
the Company becomes able to convert such shares in full. The Company
undertakes that for so long as Unconverted Additional Value Shares
remain outstanding:
(A) such resolutions will be proposed at each subsequent Annual
General Meeting that, when approved, would permit the
Unconverted Additional Value Shares to be converted in full;
and
(B) no available profit or reserve will be applied by the Company
for any other purpose.
(xiv) If any Additional Value Shares are to be converted pursuant to this
paragraph 2.7, but have not, on the Final Dividend Date (or the
following Business Day where that date is not a Business Day) been
so converted, ( "converted" for the avoidance of doubt, comprising
the payment to each holder of Additional Value Shares of the
Aggregate Settlement Amount and/or the allotment of Ordinary Shares
in respect of the settlement of any Remaining Settlement Amount (as
the case may be)) no dividends may be declared on any Ordinary Share
in the capital of the Company, and no sum may be set aside for the
payment thereof, unless on the date of declaration relative to any
such payment, the Aggregate Settlement Amount has been paid in full
or set aside or Ordinary Shares delivered in respect of the
Aggregate Settlement Amount or any Remaining Settlement Amount.
- 164 -
(xv) The following provisions shall apply to conversion of the Additional
Value Shares:
(A) Conversion of Additional Value Shares may be effected in such
manner as the Directors shall, subject to the requirements of
applicable law and the provisions hereof, from time to time
determine and, without prejudice to the generality of the
foregoing, may be effected, in each case pursuant to the
authority conferred by the passing of the resolution which
created the Additional Value Shares, by the Company:
(aa) capitalising from profits or reserves (including,
without limitation, any share premium account, merger
reserve or capital redemption reserve) and allotting and
issuing to a holder of Additional Value Shares to be
converted such number of new Non-Voting Deferred Shares
of L0.01 each having the rights and restrictions set out
in paragraph 2.6 above as shall bring the total nominal
amount of the Additional Value Shares and the new
Non-Voting Deferred Shares to the total nominal amount
of the Ordinary Shares into which the Additional Value
Shares are to be converted on the relevant Conversion
Date, consolidating all the Non-Voting Deferred Shares
and Additional Value Shares to be converted into one
Share (the "Consolidated Share") and sub-dividing and
redesignating the Consolidated Share into the number of
Ordinary Shares into which the Additional Value Shares
are to be converted;
(bb) consolidating such Additional Value Shares into one
share (the "Consolidated Share") and sub-dividing and
redesignating the Consolidated Share into the number of
Ordinary Shares into which the Additional Value Shares
are to be converted and as to any balance into
Non-Voting Deferred Shares of L0.01 such Non-Voting
Deferred Shares being certificated shares having the
rights and restrictions set out in sub- paragraph 2.6
above.
(B) Ordinary Shares arising on conversion shall rank pari passu
with the Ordinary Shares in issue on the relevant Conversion
Date except that the Ordinary Shares so arising will not rank
for any dividend or other distribution which has been
announced, declared, recommended or resolved on prior to the
relevant Conversion Date by the Directors or by the Company in
general meeting, if the record date for such dividend or other
distribution is on or prior to the relevant Conversion Date.
(C) Unless the Directors otherwise determine, or unless the
Uncertificated Securities Regulations and/or the requirements
of the relevant system otherwise require, the Ordinary Shares
arising on conversion of any Additional Value Shares shall be
in certificated form (where the Additional Value Shares
converted were, on the date of conversion, in certificated
form) or as uncertificated shares (where the Additional Value
Shares converted were, on the date of conversion, in
Uncertificated Form) provided that if the Company is unable
under the facilities and requirements of the relevant system
to arrange for Ordinary Shares in respect of the person
entitled thereto to be held in Uncertificated Form, such
shares shall be in certificated form.
(D) The Company shall procure that there shall be dispatched or
made free of charge (but uninsured and at the risk of the
holder or the person entitled thereto, or the first-named
thereof, as the case may be) a certificate in respect of
Ordinary
- 165 -
Shares arising on conversion which are, in accordance with
sub-paragraph 2.7(xv)(C) above, certificated shares not later
than 28 days after the relevant Conversion Date.
(E) For the purposes of this paragraph 2.7(xv), whether any
Additional Value Shares are in certificated form or
Uncertificated Form on the Conversion Date shall be determined
by reference to the register of members as at 12.01 a.m. on
the relevant Conversion Date or such other time as the
Directors may (subject to the facilities and requirements of
the relevant system concerned) in their absolute discretion
determine.
(F) The Company shall use reasonable efforts to procure that the
Ordinary Shares arising on conversion of Additional Value
Shares are admitted to the Official List of the UK Listing
Authority and admitted to trading on the London Stock
Exchange's market for listed securities at the earliest
practicable date.
2.8 Class Rights
The Company may from time to time create, allot and issue further shares,
whether ranking pari passu with, in priority to, or behind the Additional
Value Shares in any respect (including, without limitation, as to priority
in payment of dividends or as to capital in a liquidation of the Company),
and such creation, allotment or issue of any such further shares (whether
or not ranking in any respect in priority to the Additional Value Shares
and whether or not the same confer on the holders voting rights more
favourable than those conferred by the Additional Value Shares) shall be
deemed not to involve a variation of the rights attaching to the
Additional Value Shares for any purpose.
2.9 Additional Limitations
No Additional Value Share shall (save as otherwise specifically set out
herein) confer any right to participate in:
(i) the profits or assets of the Company;
(ii) any offer or invitation by way of rights or otherwise to subscribe
for additional shares in the capital of the Company; or
(iii) any future capitalisation or bonus issue of shares in the capital of
the Company.
INDEX TO ARTICLES OF ASSOCIATION
Subject Description Article No. Page No.
- -------------------- ---------------------------------------------- ---------- -------
ACCOUNTS Accounts to be sent to members 154 92
Preparation and laying of accounts 153 92
Right to inspect accounts 152 92
AUDITORS Rights of auditors 156 93
Validity of acts of auditors 155 92
AUTHENTICATION Authentication of documents 132 83
OF DOCUMENTS
BUSINESS Business activities 3 6
CALLS ON SHARES Deemed calls 25 48
Differentiation of calls 26 48
Interest payable 24 48
Liability of joint holders 23 48
Payment of calls in advance 27 48
Power to make calls 21 47
Time when call made 22 47
CAPITAL Alteration of capital:
Alterations permitted by ordinary
resolution 10(A) 42
Fractions arising 10(B) 43
Increase of capital 8 42
New shares 9 42
Power to purchase own shares 11 43
Power to reduce capital 12 43
Share capital:
Additional Value Shares 4D and
Schedule 4 41
Capital rights of cumulative preference 4(B) 7
shares
Category II non-cumulative dollar 4(E) 32
preference shares
Category II Non-cumulative Convertible 4C and 41
Sterling Preference Shares Schedule 3
Dividend rights of cumulative preference 4(A) 6
shares
Non-cumulative dollar preference shares 4(D) 21
Non-cumulative euro preference shares 4A and 40
Schedule 1
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Subject Description Article No. Page No.
- -------------------- ---------------------------------------------- ---------- -------
Non-cumulative convertible preference 4B and 40
shares (sterling, dollar and euro) Schedule 2
Non-cumulative sterling preference 4(C) 7
shares
Shares with special rights and redeemable 5 41
shares
Variation of rights:
Method of varying class rights 6 41
When share rights deemed to be varied 7 42
CAPITALISATION Power to capitalise on adjustment of
OF PROFITS AND subscription price in an employee's share
RESERVES scheme 149(B) 91
Power to capitalise profits 148 90
Procedure for capitalisation 149(A) 90
CORPORATIONS Authority of representatives 90 68
ACTING BY
REPRESENTATIVES
DEPARTMENTAL, Appointment of other officers 128(D) 81
REGIONAL OR Attendance at board meetings 128(C) 81
LOCAL DIRECTORS Powers and duties of appointee 128(B) 81
AND OTHER Use of designation "Director" 128(A) 81
APPOINTEES
DESTRUCTION OF Destruction of documents 44 52
DOCUMENTS
DIRECTORS Alternate directors:
Alternate may be paid expenses but not
remuneration 109(D) 75
Alternate to receive notices 109(C) 74
Power to appoint alternate directors 109(A) 74
Termination 109(B) 74
Appointments with other companies 97(B) 71
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Subject Description Article No. Page No.
- -------------------- ---------------------------------------------- ---------- -------
Appointment & retirement of directors:
Age limit 100 71
Appointment by ordinary resolution or by
directors 108 74
Notice of intention to appoint a director 106 73
Removal and replacement of directors 107 74
Resolution 105 73
Retirement of directors by rotation 102 72
Selection of directors to retire 103 72
Vacation of office of director 101 72
When directors deemed to be
re-appointed 104 73
Borrowing powers:
Power to borrow and grant security 121 80
Delegation of powers 99 71
Directors need not be a member 92 69
Directors' interests in contracts with the
company 97(A) 70
Directors' fees 93 69
Executive Office 98(A) 71
Expenses 94 69
Extra remuneration 95 69
General powers of directors:
Business to be managed by the directors 122 80
Execution by the company 127 81
Local boards, etc 123 80
Official seal for use abroad 125 81
Overseas registers 126 81
Powers of attorney 124 80
Insurance 96(B) 70
Limit on number of directors 91 69
Proceedings of directors:
Alternate directors 114(E) 78
Authority to vote 111 76
Chairman 116 78
Committees of directors 118 79
Consideration of matters involving two or
more directors 114(C) 77
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Subject Description Article No. Page No.
- -------------------- ---------------------------------------------- ---------- -------
Director's interests 113 76
Materiality of directors' interests 114(D) 78
Meetings of directors 110(A) 75
Participation in meetings by telephone 110(B) 75
Proceedings in case of vacancies 115 78
Proceedings of committee 119 79
Quorum 112 76
Relaxation of provisions 114(F) 78
Resolutions in writing 117 79
Restrictions on voting 114(A) 76
Validity of proceedings 120 79
Where interest does not prevent voting 114(B) 76
Retirement and other benefits 96(A) 70
When termination of appointment
automatic 98(B) 71
When termination of appointment not
automatic 98(C) 71
DIVIDENDS Currency of payment 144(D) 88
Declaration of dividends 133 83
Directors' responsibility 134(B) 84
Dividends in specie 142 85
Dividends on uncertificated shares 144(B) 88
Forfeiture of unclaimed dividends 141 85
Interest not payable 136 84
Interim dividends 134(A) 83
Permitted deductions 137 84
Procedure for payment 144(A) 87
Profits and losses from past date 135 84
Receipts where joint holders 145 89
Retention of dividends 138 84
Scrip dividend 143 85
Uncashed dividends 144(C) 88
Unclaimed dividends 140 85
Waiver of dividends 139 84
EVIDENCE OF Authentication and form of certificates 19 46
TITLE TO SHARES Cancellation and replacement of certificates 20 47
Certificated shares 18 46
Uncertificated shares 17 45
- 170 -
Subject Description Article No. Page No.
- -------------------- ---------------------------------------------- ---------- -------
EXECUTION OF Execution of documents 131 82
DOCUMENTS
FORFEITURE, Application of proceeds 35 50
SURRENDER AND Company to have lien on shares 33 49
LIEN Content of notice 29 49
Enforcement of lien by sale 34 50
Extinction of rights 32 49
Forfeiture for non-compliance 30 49
Giving effect to the sale 36 50
Notice requiring payment of calls on default 28 48
Sale of forfeited shares 31 49
GENERAL Application to class meeting where no
MEETINGS variation of rights involved 55 57
Extraordinary general meetings 54 57
Types of general meetings 53 57
Notice of general meetings:
Contents of notice 57 58
Notice of resolutions 59 59
Period of notice 56 58
Postponement of general meetings 60 59
Routine business 58 59
Proceedings at general meetings:
Adjournments 68 61
Amendments to resolutions 70 62
Chairman 65 61
Chairman's casting vote 73 63
Continuance of meeting 75 63
Declaration of result and conduct of poll 72 63
Entitlement to attend and speak 67 61
If quorum not present 63 60
Orderly conduct 66 61
Overflow arrangements for general
meetings 61 60
Method of voting 71 62
Quorum 62 60
Security arrangements 64 61
Time and place of adjourned meetings 69 62
When poll to be taken 74 63
- 171 -
Subject Description Article No. Page No.
- -------------------- ---------------------------------------------- ---------- -------
Restrictions on voting and other share rights:
Cessation of disenfranchisement 89(C) 67
Disenfranchisement 89(A) 67
Other restrictions 89(B) 67
Person interested in shares; approved
transfers 89(D) 68
Votes of members:
Calls in arrears 79 64
Delivery of forms of proxy 84 65
Differing proxies 85 66
Form and execution of proxies 83 65
Intervening events 88 66
Issue of forms of proxy 86 66
Member under incapacity 78 64
Objection to voting 80 64
Proxy need not be a member 82 65
Right to vote 76 63
Rights conferred by form of proxy 87 66
Votes of joint holders 77 64
Votes on a poll 81 64
INDEMNITY Indemnity 169 96
MINUTES AND Keeping of minutes and books 150 91
BOOKS Safeguarding of minutes and books 151 91
NOTICES Advertisement of notices 163 95
Notice to be in writing 157 93
Notice during disruption of postal services 164 95
Notice to joint holders 159 94
Notice to persons entitled by transmission 160 94
Notice to warrant holders 165 95
Record date for service 158(C) 94
Service of notices 158(A) 93
Signature 162 94
Statutory requirements 166 95
Untraced members 161 94
When notice deemed served 158(B) 93
- 172 -
Subject Description Article No. Page No.
- -------------------- ---------------------------------------------- ---------- -------
PRELIMINARY Definitions and interpretation 2 1
Non-applications of statutory regulations 1 1
PROVISION FOR Provision for employees 168 96
EMPLOYEES
RECORD DATE Record date 146 89
RESERVES Different currencies 147(C) 90
Limitation on carrying sums to reserve 147(B) 89
Reserves 147(A) 89
SEALS Custody of seal 130(A) 82
Formalities for affixing the seal 130(B) 82
Use of securities seal 130(C) 82
SECRETARY Secretary 129 82
SHARES Calls on (see CALLS ON SHARES)
Commission 14 45
Directors' authority to allot shares and power
to allot shares for cash 13(B) 44
Interest not recognised 16 45
Renunciation 15 45
Restriction on share rights (see GENERAL
MEETINGS)
Shares at the disposal of the directors 13(A) 43
SHARE WARRANTS Bearer deemed to be a member 52(B) 56
TO BEARER Certificate to attend meetings 52(D) 56
Coupon for dividend 52(I) 57
Exercise of other rights 52(F) 56
Issue of new warrants 52(G) 56
Meetings 52(C) 56
Power to issue share warrants to bearer 52(A) 55
Return of warrant after meeting 52(E) 56
Surrender of warrant and registration of
holder 52(J) 57
Transfer of shares included in warrant 52(H) 57
Variation of terms 52(K) 57
- 173 -
Subject Description Article No. Page No.
- -------------------- ---------------------------------------------- ---------- -------
STOCK Conversion into stock 49 55
Rights of shareholders 51 55
Transfer of stock 50 55
TRANSFER OF Execution of transfers 38 51
SHARES Further rights to decline to register transfer 41 51
No fee payable for registration of transfers 42 52
Renunciations recognised 43 52
Right to decline to register transfer of partly
paid shares 40 51
Suspension of registration 39 51
Transfers 37 50
TRANSMISSION OF Election for registration 46(B) 53
SHARES Registration on death, bankruptcy, etc 46(A) 53
Rights of persons entitled by transmission 47 53
Transmission 45 53
UNTRACED Power to dispose of shares of untraced
SHAREHOLDERS shareholders 48(A) 54
Sale procedure and application of proceeds 48(B) 54
WINDING UP Liquidator may distribute in specie 167 95