EXHIBIT 1.3
COMPANY NUMBER: 4094202
THE COMPANIES ACTS 1985 AND 1989
_____________________________________________
PUBLIC COMPANY LIMITED BY SHARES
_____________________________________________
ARTICLES OF ASSOCIATION
of
WORLD GAMING PLC
(adopted by special resolution on 20th June 2002)
_____________________________________________
Pitmans Solicitors
47 Castle Street
Reading
Berkshire
RG1 7SR
CONTENTS
Clause Subject matter Page
PRELIMARY
1. OTHER REGULATIONS EXCLUDED
2. INTERPRETATION
3. AUTHORISED SHARE CAPITAL
4. POWER TO ATTACH CLASS RIGHTS
5. AUTHORITY OF BOARD TO ALLOT SHARES
6. COMMISSIONS
7. TRUSTS NOT RECOGNISED
8. REDEEMABLE SHARES
9. PURCHASE OF OWN SHARES
10. SHARE WARRANTS
11. VARIATION OF CLASS RIGHTS
12. CLASS MEETINGS
13. UNCERTIFICATED SHARES
14. COMPANY'S RIGHTS IN RESPECT OF UNCERTIFICATED SHARES
15. RIGHT TO SHARE CERTIFICATE
16. REPLACEMENT CERTIFICATES
17. CALLS
18. INTEREST ON UNPAID CALLS
19. AMOUNTS DUE ON ALLOTMENT TREATED AS CALLS
20. POWER TO DIFFERENTIATE
21. PAYMENT IN ADVANCE
22. NOTICE IF CALL NOT PAID
23. SHARES LIABLE TO BE FORFEITED
24. FORFEITURE
25. NOTICE AFTER FORFEITURE 26. DISPOSAL OF FORFEITED SHARE
27. ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
28. EVIDENCE OF FORFEITURE
29. SURRENDER
30. LIEN ON SHARES NOT FULLY PAID
31. ENFORCEMENT OF LIEN BY SALE
32. APPLICATION OF PROCEEDS OF SALE
33. FORM OF TRANSFER
34. RIGHT TO REFUSE REGISTRATION
35. NOTICE OF REFUSAL TO REGISTER
36. FEES ON REGISTRATION
37. SUSPENSION OF REGISTRATION AND CLOSING OF REGISTER
38. RETENTION OF INSTRUMENTS OF TRANSFER
39. DESTRUCTION OF DOCUMENTS
40. ON DEATH
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41. ELECTION OF PERSON ENTITLED BY TRANSMISSION
42. RIGHTS ON TRANSMISSION
43. SANCTIONS FOR FAILURE TO DISCLOSE INTEREST IN SHARES
44. REMOVAL OF SANCTIONS AND CONVERSION OF UNCERTIFICATED SHARES
45. NOTICE TO PERSON OTHER THAN A MEMBER
46. INTERSET IN SHARES, FAILURE TO GIVE INFORMATION AND EXCEPTED TRANSFERS
47. INCREASE, CONSOLIDATION, SUB-DIVIDION AND CANCELLATION
48. REDUCTION OF CAPITAL
49. FRACTIONS
50. ANNUAL GENERAL MEETING
51. EXTRAORDINARY GENERAL MEETING
52. CONVENING OF EXTRAORDINARY GENERAL MEETINGS
53. LENGTH AND FORM OF NOTICE
54. MEETING CALLED ON SHORT NOTICE
55. OMISSION TO SEND NOTICE
56. SPECIAL BUSINESS
57. QUORUM
58. CHAIRMAN
59. QUORUM NOT PRESENT
60. ADJOURNED MEETING
61. ACCOMMODATION OF MEMBERS AT MEETING
62. SECURITY
63. ORDER OF MEETING
64. AMENDMENT OF RESOLUTIONS
65. MEMBERS' RESOLUTION IN WRITING
66. METHOD OF VOTING
67. PROCEDURE ON A POLL
68. CASTING VOTE
69. OBJECTION TO AND ERROR IN VOTING
70. VOTES OF MEMBERS
71. RESTRICTION ON VOTING RIGHTS
72. VOTING BY PROXY
73. APPOINTMENT OF MORE THAN ONE PROXY
74. EXECUTION OF PROXY
75. PROXY VALID THOUGH AUTHORITY REVOKED
76. PROXY CAN DEMAND A POLL
77. DEPOSIT OF PROXY
78. SENDING INSTRUMENT OF PROXY
79. COMPANY ACTING BY AUTHORISED REPRESENTATIVE
80. POWER OF COMPANY TO APPOINTDIRECTORS
81. NUMBER OF DIRECTORS
82. POWER OF THE BOARD TO APPOINT DIRECTORS
83. NO SHARE QUALIFICATION
84. APPOINTMENT OF EXECUTIVE DIRECTORS
85. TERMINATION OF EXECUTIVE OFFICE
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86. POWERS OF EXECUTIVE DIRECTOR
87. VACATION OF OFFICE BY DIRECTOR
88. NO RETIREMENT ON ACCOUNT OF AGE
89. RETIREMENT BY ROTATION
90. DIRECTORS SUBJECT TO RETIREMENT
91. POSITION OF RETIRING DIRECTOR
92. DEEMED REAPPOINTMENT
93. ELIGIBILITY OF NEW DIRECTORS
94. VOTING ON RESOLUTION FOR APPOINTMENT
95. REMOVAL BYU ORDINARY RESOLUTION
96. DIRECTORS' FEES
97. EXPENSES
98. REMUNERATION OF EXECUTIVE DIRECTORS
99. ADDITIONAL REMUNERATION
100. DIRECTORS' PENSIONS AND OTHER BENEFITS
101. PERMITTED INTERESTS
102. DECLARATION OF DIRECTOR'S INTEREST
103. LIMITATIONS ON VOTING OF INTERESTED DIRECTOR
104. RESTRICTIONS ON VOTING
105. MATERIALITY OF DIRECTOR'S INTEREST
106. DIRECTOR'S INTEREST EXTENDS TO CONNECTED PERSONS
107. POWERS OF THE BOARD
108. DELEGATION TO COMMITTEES
109. LOCAL MANAGEMENT
110. POWER OF ATTORNEY
111. EXERCISE OF VOTING POWERS
112. BORROWING POWERS
113. BOARD MEETINGS
114. QUORUM
115. NOTICE OF BOARD MEETINGS
116. VOTINGS
117. CHAIRMAN OF THE BOARD
118. PROCEEDINGS OF A COMMITTEE
119. VALIDITY OF PROCEEDINGS OF BOARD OR COMMITTEE
120. MINUTES OF PROCEEDINGS
121. PARTICIPATION BY TELEPHONE
122. BOARD RESOLUTION IN WRITING
123. NUMBER OF DIRECTORS LESS THAN MINIMUM
124. APPOINTMENT
125. PARTICIPATION IN BOARD MEETINGS
126. REMUNERATION AND EXPENSES
127. REVOCATION OF APPOINTMENT
128. RESPONSIBILITY
129. APPOINTMENT OF ASSOCIATE DIRECTOR
130. EFFECT OF APPOINTMENT
131. POWERS, DUTIES AND REMUNERATION
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132. APPLICATION OF SEALS
133. SIGNING OF SEALED DOCUMENTS
134. SEAL FOR USE ABROAD
135. APPOINTMENT AND REMOVAL OF SECRETARY
136. AUTHORITY OF OTHER PERSON TO ACT AS SECRETARY
137. AUTHENTIFICATION OF DOCUMENTS
138. REGISTER OF DIRECTORS' INTERESTS
139. OTHER REGISTERS
140. RECORD DATES
141. ENTITLEMENT TO DIVIDENDS
142. DECLARATION OF DIVIDENDS
143. INTERIM DIVIDENDS
144. PAYMENT OF DIVIDENDS IN KIND
145. METHOD OF PAYMENT
146. CESSATION OF PAYMENT OF DIVIDEND
147. DIVIDENDS DO NOT BEAR INTEREST
148. DEDUCTION FROM DIVIDEND
149. UNCLAIMD DIVIDENDS
150. DIVIDEND MAY BE WITHHELD
151. PAYMENT OF SCRIP DIVIDENDS
152. PROVISION OF RESERVES
153. CAPITALISATION OF PROFITS AND RESERVES
154. INSPECTION OF ACCOUNTS
155. PREPARATION OF ACCOUNTS
156. ACCOUNTS SENT TO THE MEMBERS
157. POWER OF SALE
158. APPLICATION OF PROCEEDS OF SALE
159. NOTICES IN WRITING
160. SERVICE OF NOTICES
161. NOTICE TO JOINT HOLDERS
162. ADDRESS OUTSIDE THE UNITED KINGDOM
163. DEEMED NOTICE
164. EVIDENCE OF SERVICE
165. NOTICE BINDING ON TRANSFEREES ETC
166. NOTICE IN CASE OF ENTITLEMENT BY TRANSMISSION
167. NOTICE BY ADVERTISEMENT
168. WINDING UP
169. INDEMNITY
170. ADR DEPOSITARY
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THE COMPANIES ACTS 1985 AND 1989
_____________________________________________
PUBLIC COMPANY LIMITED BY SHARES
_____________________________________________
ARTICLES OF ASSOCIATION
OF
WORLD GAMING PLC
(adopted by special resolution on 17th May 2001)
PRELIMINARY
1. OTHER REGULATIONS EXCLUDED
The following regulations shall be the articles of association of the
Company to the exclusion of any regulations or articles prescribed by
or pursuant to any statute concerning companies.
2. INTERPRETATION
2.1 In these Articles the following definitions apply:
"THE ACT" the Companies Act 1985 as amended,
consolidated or re-enacted from time to
time;
"ADR DEPOSITARY" a custodian or other person or persons
approved by the Directors who holds
Ordinary Shares in the Company under
arrangements where either the custodian
or some other person issues American
Depositary Receipts which evidence
American Depositary Shares representing
Ordinary Shares in the Company;
"AIM" the Alternative Investment Market of the
London Stock Exchange;
"AMERICAN DEPOSITARY
RECEIPTS" represent American Depositary Shares
either physically or in the form of
Direct Registration Receipts;
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"AMERICAN DEPOSITARY
SHARES" represent Ordinary Shares in the Company
and are evidenced by American Depositary
Receipts;
"ARTICLES" these articles of association as amended
from time to time;
"AUDITORS" the auditors of the Company from time to
time;
"BOARD" the board of Directors or the Directors
present at a duly convened and quorate
meeting of Directors or a duly
authorised committee of the Directors as
the context requires;
"BUSINESS DAY" a day (other than a Saturday or a
Sunday) on which banks are open for
business in London;
"CASH MEMORANDUM
ACCOUNT" an account so designated by the Operator
of the relevant system concerned;
"CERTIFICATED SHARE" a share in the capital of the Company
that is not an uncertificated share and
references to a share being held in
certificated form shall be construed
accordingly;
"CLEAR DAYS" in relation to a period of notice, that
period excluding the day when the notice
is given or deemed to be given and the
day for which it is given or on which it
is to take effect;
"COMPANY" World Gaming plc;
"DEBENTURE" includes debenture stock;
"DIRECTOR" a director of the Company from time to
time;
"ENTITLED BY
TRANSMISSION" in relation to a share, entitled as a
consequence of the death or bankruptcy
of a Member or of another event giving
rise to a transmission of entitlement by
operation of law;
"DIRECT REGISTRATION
RECEIPT" an American Depositary Receipt in
uncertificated form, the ownership of
which is recorded in the Direct
Registration System;
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"DIRECT REGISTRATION
SYSTEM" the system maintained by the ADR
Depositary in which the ADR Depositary
records the ownership of the Direct
Registration Receipts;
"GROUP" the Company and any company which is a
Subsidiary Undertaking of the Company
from time to time;
"HOLDER" in relation to a share, the Member whose
name is entered in the Register as the
holder of that share;
"LONDON STOCK EXCHANGE" London Stock Exchange plc;
"MEMBER" a member of the Company including, for
the avoidance of doubt, an ADR
Depository;
"MONTH" calendar month;
"OFFICE" the registered office of the Company
from time to time;
"ORDINARY SHARES" OR
"SHARES" ordinary shares of(pound)0.002 each in
the capital of the Company;
"PAID UP" paid up or credited as paid up;
"PERSON WITH MENTAL
DISORDER" a person who is, or may be, suffering
from mental disorder and either:
(i) he is admitted to hospital
in pursuant of an
application for admission
for treatment under the
Mental Health Act 1983 or,
in Scotland, an application
for admission under the
Mental Health (Scotland)
Act 1984; or
(ii) an order is made by a court
having jurisdiction
(whether in the United
Kingdom or elsewhere) in
matters concerning mental
disorder for his detention
or for the appointment of a
guardian, receiver, curator
bonis or other person to
exercise powers with
respect to his property or
affairs;
"RECOGNISED INVESTMENT
EXCHANGE" a recognised investment exchange as
defined in Section 207 of the Financial
Services Act 1986 as amended or modified
from time to time;
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"PRESCRIBED RATE" an annual rate of interest equal to 2
per cent above the base lending rate (or
any equivalent or successor lending
rate) published from time to time by
National Westminster Bank PLC in London
being the base lending rate prevailing
at the close of business in London on
the day immediately preceding the day on
which such rate falls to be determined;
"RECOGNISED PERSON" a recognised clearing house or a nominee
of a recognised clearing house or of a
recognised investment exchange which is
designated for the purposes of section
185(4) of the Act;
"REGISTER" the register of Members;
"SEAL" the common seal of the Company and, as
appropriate, any official or securities
seal ("Securities Seal") that the
Company has or may be permitted to have
under the Statutes;
"SECRETARY" the secretary of the Company or any
other person appointed to perform the
duties of the secretary of the Company,
including a joint assistant or deputy
secretary;
"STATUTES" the Act and the Companies Act 1989 and
the Uncertificated Securities
Regulations and every other statute or
statutory instrument, rule, order or
regulation from time to time in force
concerning companies so far as they
apply to the Company;
"STERLING" the lawful currency of the United
Kingdom;
"SUBSIDIARY UNDERTAKING" a subsidiary undertaking of the Company
which is required by the Statutes to be
included in consolidated group accounts
of the Company;
"UNCERTIFICATED
SECURITIES REGULATIONS" the Uncertificated Securities
Regulations 1995 (SI1995 No 3272)
including any modification of them or
any regulations in substitution of them
from time to time in force;
"UNCERTIFICATED SHARE" a share in the capital of the Company
which is recorded on the Register as
being held in uncertificated form and
title to which may, by virtue of the
Uncertificated Securities Regulations,
be transferred by means of a relevant
system and references to a share being
held in uncertificated form are
references to that share being an
uncertificated unit of a security and
shall be construed accordingly;
"UNITED KINGDOM" Great Britain and Northern Ireland.
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2.2 In these Articles, unless the context otherwise requires:
2.2.1 references to persons included references to natural persons
corporations unincorporated associations and partnerships and
any reference to any party who is an individual is also deemed
to include their legal personal representative;
2.2.1 words and expressions defined in the statutes shall bear the
same meaning in these Articles (but excluding any modification
of the Statutes not in force at the date of these Articles and
words and expressions expressly defined in these Articles)
unless inconsistent with the subject of context;
2.2.2 words and expressions defined in the Uncertificated Securities
Regulations shall bear the same meaning in these Articles (but
excluding any modification of the Uncertificated Securities
Regulations not in force at the date of adoption of these
Articles and words and expressions expressly defined in these
Articles) unless inconsistent with the subject or context; and
2.2.3 where these Articles refer to a relevant system in relation to
a share, the reference is to the relevant system in which that
share is a participating security at the relevant time.
2.3 In these Articles:
2.3.1 the headings are included for convenience only and do not
affect the construction of these Articles;
2.3.2 words denoting the singular include the plural and vice versa;
and
2.3.3 words denoting one gender include each gender and all other
genders.
2.4 Where an ordinary resolution of the Company is expressed to be required
for any purpose, a special or extraordinary resolution is also
effective for that purpose and, where an extraordinary resolution is
expressed to be required for any purpose, a special resolution is also
effective for that purpose.
SHARE CAPITAL
3. AUTHORISED SHARE CAPITAL
The authorised share capital of the Company is (pound)1,000,000 divided
into 500,000,000 Ordinary Shares of (pound)0.002 each.
4. POWER TO ATTACH CLASS RIGHTS
Subject to the Statutes and without prejudice to any special rights
attached to any class of shares, any share in the Company (whether
forming part of the present capital or not) may be
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issued with or have attached to them such special rights, conditions or
restrictions as the Company may by ordinary resolution direct or
failing such direction (but in the case of unclassified shares only) as
the Board may determine. Where the equity share capital of the Company
includes shares with different voting rights, the designation of each
class of shares other than those with the most favourable voting rights
wil include the words "restricted voting" or "limited voting" or "non
voting".
5. AUTHORITY OF BOARD TO ALLOT SHARES
5.1 Fort he purpose of section 80 of the Act, the Board is generally and
unconditionally authorised to exercise all powers of the Company to
allot relevant securities as defined in the said section up to an
aggregate nominal amount of (pound)1,000,000. This authority shall
expire five years from the date of incorporation of the Company but may
be previously revoked or varied by the Company in general meeting and
may from time to time be renewed by the Company in general meeting for
a further period not exceeding five years. The Company may make any
offer or agreement before the expiry of this authority that would or
might require relevant securities to be allotted after this authority
has expired and the Board may allot relevant securities in pursuance of
any such offer or agreement as if this authority had not expired.
5.2 The Board may allot equity securities for cash within the meaning of
section 94 of the Act pursuant to the authority conferred by Article 51
as if s.89(1) of the Act did not apply to any such allotment, provided
that this authority shall:
5.2.1 only apply in relation to that number of equity securities as
shall not exceed an aggregate nominal amount of
(pound)100,000; and
5.2.2 expire on the fifth anniversary of the date of adoption of
these Articles save that the Company may before such expiry
date make any offer or agreement which would or might require
equity securities to be allotted after the relevant expiry
date and accordingly the Board may allot equity securities
pursuant to any such offer or agreement as if such authority
had not expired.
6. COMMISSIONS
The Company may exercise all powers of paying commission and brokerage
conferred or permitted by the Statutes. Subject to the Statutes and, in
the event the Ordinary Shares are listed on the London Stock Exchange
or dealt in on AIM or any recognised investment exchange, to the rules
of such stock exchange, any such commission or brokerage may be
satisfied in cash or by the allotment of fully or partly paid shares in
the Company or the grant of an option or share warrant to call for an
allotment of shares or any combination of such methods as the Board may
determine.
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7. TRUSTS NOT RECOGNISED
Save as provided by these Articles or as ordered by a court of
competent jurisdiction or otherwise required by law, no person shall be
recognised (even when notice is given) by the Company as holding any
share upon any trust and the Company shall not be bound by or required
to recognise any equitable, contingent, future or partial interest in
any share or any right whatsoever in respect of any share, other than
an absolute right to the whole of the share in the registered holder.
8. REDEEMABLE SHARES
Subject to the Statutes, the Company may issue shares which are to be
redeemed or are liable to be redeemed at the option of the Company or
of the Member.
9. PURCHASE OF OWN SHARES
Subject to the Statutes, the Company may purchase its own shares
(including any redeemable shares) or enter into such agreement
(contingent or otherwise) in relation to the purchase of its own shares
on such terms and in such manner as may be permitted by the statutes.
Neither the Company, nor the Board, 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.
10. SHARE WARRANTS
The Company may, in respect of any fully paid up share, issue a warrant
(a "SHARE WARRANT") stating that the bearer is entitled to the shares
therein specified.
If any share warrant shall be worn out, defaced, or shall be alleged to
have been destroyed, lost or stolen, a new share warrant may be issued
upon receipt by the Company of a written request and delivery to the
Company of such worn out or defaced share warrant or, if such share
warrant shall be alleged to have been destroyed, lost or stolen, upon
compliance with such conditions and delivery of any such indemnity and
the payment of any out-of-pocket expenses of the Company as the Board
may determine; provided that prior to the issue of any new share
warrant the Company shall have satisfied itself beyond reasonable doubt
that the original share warrant shall have been destroyed.
A share warrant shall entitle the bearer, for the time being, of such
warrant to the shares specified in the share warrant. The right to all
the shares (but not some only) specified in a share warrant may be
transferred by the delivery of the share warrant.
The bearer of any share warrant shall be entitled, on surrendering such
share warrant to the Company for cancellation, to have his name placed
on the Register of Members.
The bearer of a share warrant shall be treated as a member and the
bearer shall accordingly have the same rights as if the bearer actually
held the shares specified in such share warrant.
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11. VARIATION OF CLASS RIGHTS
Subject to the Statutes, the rights attached to any class of shares may
be modified, varied or abrogated (a) in such manner (if any) as may be
provided by those rights or (b) in the absence of provision, either
with the consent in writing of the holders of at least three fourths in
nominal value of the issued shares of the class or with the sanction of
an extraordinary resolution passed at a separate meeting of the holders
of that class and then only subject to the provisions of section 127 of
the Act. The rights attached to any class of share are not, unless
otherwise expressly provided by these Articles or in the rights
attaching to the shares of that class, deemed to be modified, varied or
abrogated by the creation or issue of further shares ranking equally
with every other share of that class or subsequent to them or by the
purchase or redemption by the Company of its own shares in accordance
with the Statutes and these Articles.
12. CLASS MEETINGS
A separate meeting for the holders of a class of shares shall be
convened and conducted as nearly as possible in the same way as an
extraordinary general meeting except that the necessary quorum (other
than at an adjourned meeting) is 2 persons, present in person or by
proxy, holding or representing by proxy at least one third in nominal
value of the capital paid up on the issued shares of the class and, at
an adjourned meeting, one person holding shares of the class in
question present in person or by proxy and any holder of shares of the
class in question present in person or by proxy and entitled to vote at
the meeting may demand a poll and shall be entitled on a poll to one
vote for every share of that class of which he is the holder. No
Member, other than a Director, is entitled to notice of a separate
class meeting or to attend unless he is a holder of shares of that
class and no vote may be given except in respect of a share of that
class.
UNCERTIFICATED SHARES
13. UNCERTIFICATED SHARES
Subject to the provisions of the Uncertificated Securities Regulations,
the Company may issue shares which may be held evidenced and
transferred through a relevant system in uncertificated form, and where
any share is held in uncertificated form the Company shall not issue
and no person shall be entitled to receive a certificate in respect of
such share at any time and for so long as the title to the share is
evidenced otherwise than by a certificate and transfers may be made
otherwise than by a written instrument by virtue of the Articles. Title
to shares in issue may be transferred and evidenced by a relevant
system. The Board shall have the power to implement any arrangements as
they may, in their absolute discretion, think fit in relation to the
evidencing and transfer of shares held in uncertificated form (subject
always to the Articles and the facilities and requirements of the
relevant system concerned).
13.1 Conversion of shares held in certificated form into shares held in
uncertificated form, and vice versa, may be made in such manner as the
Board may, in its absolute discretion, think fit (subject always to the
Articles and the facilities and requirements of the relevant system
concerned).
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13.2 The Company shall enter on the Register how many shares are held by
each Member in uncertificated form and in certificated form and shall
maintain the Register in each case as required by the Articles and the
relevant system concerned.
13.3 Notwithstanding any provision of these Articles, shares in the capital
of the Company that fall within a certain class shall not form a
separate class of shares from other shares in that class because any
share in that class is held in uncertificated form or is permitted in
accordance with the Uncertificated Securities Regulations to become a
participating security.
13.4 The provisions of Articles 15 and 16 shall not apply to uncertificated
shares and to the extent that implementation of any other provision of
the Articles shall be prohibited by the Uncertificated Securities
Regulations, those provisions shall not apply to any uncertificated
securities.
14. COMPANY'S RIGHTS IN RESPECT OF UNCERTIFICATED SHARES
Where any class of shares is a participating security and the Company
is entitled under any provision of the Statutes, the Uncertificated
Securities Regulations or the Articles to sell, transfer, dispose of,
forfeit, re-allot, accept the surrender of or otherwise enforce a lien
over a share held in uncertificated form, the Comopany shall be
entitled, subject to the provisions of the Statutes, the Uncertificated
Securities Regulations, the Articles and the facilities and
requirements of the relevant system:
14.1 to require the holder of that uncertificated share by notice to change
that share into certificated form within the period specified in the
notice and to hold that share in certificated form so long as required
by the Company;
14.2 to require the holder of that uncertificated share by notice to give
any instructions necessary to transfer title to that share by means of
the relevant system within the period specified in the notice;
14.3 to require the holder of that uncertificated share by notice to appoint
any person to take any step, including without limitation the giving of
any instructions by means of the relevant system, necessary to transfer
that share within the period specified in the notice; and
14.4 to take any action that the Board considers appropriate to achieve the
sale, transfer, disposal of, forfeiture, re-allotment or surrender of
that share or otherwise to enforce a lien in respect of it.
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SHARE CERTIFICATES
15. RIGHT TO SHARE CERTIFICATE
15.1 Subject to the Statutes, a person (except a recognised person in
respect of whom the Company is not required by law to complete and have
ready for delivery a certificate) on becoming the holder of a share is
entitled to receive within 2 months after allotment (or such longer
period as the terms of issue shall provide) or the lodgement of
transfer, without payment, one certificate for all the certificated
shares of each class registered in his name. In the case of joint
holders, the Company shall not be bound to issue more than one
certificate to all the joint holders and delivery of a certificate to
any one of joint holders shall be sufficient delivery to all of them.
Where part of the shares comprised in a certificate are transferred,
the Member transferring is entitled, without payment, to a certificate
for his retained holding. Certificated shares of different classes may
not be included in the same certificate.
Every certificate shall be issued under the Seal or in accordance with
Articles 132 or 133 or such other form of authentication as the Board
may determine having regard to the terms of issue and, in the event the
Ordinary Shares are listed on the London Stock Exchange or dealt in on
AIM or any recognised investment exchange, to the rules of such stock
exchange (if any) shall specify the number, class and distinguishing
numbers (if any) of the shares to which it relates and the amount paid
up on them.
15.2 No Member shall be entitled to more than one certificate in respect of
any one share held by him.
16. REPLACEMENT CERTIFICATES
16.1 Where a Member holds two or more certificates for certificated shares
of one class, the Board may at his request, on surrender of the
original certificates and without charge, cancel the certificates and
issue a single replacement certificate.
16.2 At the request of a Member, the Board may cancel a certificate and
issue two or more in its place (representing certificated shares in
such proportions as the Member may specify) on surrender of the
original certificate and on payment of such reasonable sum as the Board
may determine.
16.3 If any share certificate is worn out, defaced, destroyed or lost, the
Board may cancel is and issue a replacement certificate on such terms
as to provision of evidence and indemnity (with or without security)
and to payment of exceptional out of pocket expenses incurred by the
Company in the investigation of that evidence and the preparation of
that indemnity and security as the Board may decide, but otherwise
without charge and, where it is worn out of defaced, on delivery up of
the old certificate.
CALLS ON SHARES
17.1 The Board may, subject to the provisions of these Articles and to any
conditions of allotment, from time to time make such calls upon the
Members in respect of any moneys unpaid on their shares (whether on
account of the nominal value of the shares or premium) as it thinks fit
and each Member shall (subject to receiving at least 14 clear days'
notice specifying the time and place of payment) pay the amount of
every call so made upon his shares to the Company at the time and place
so specified.
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17.2 A call may be made payable by instalments.
17.3 A call is deemed made as soon as the resolution of the Board
authorising such call is passed and an entry in the minute book of a
resolution of the Board making the call is conclusive evidence of the
making of the call.
17.4 A call may be revoked or postponed in whole or in part as the Board may
determine.
17.5 The joint holders of a share are jointly and severally liable to pay
all calls in respect of the share. A person on whom a call is made
remains liable to pay the amount called despite the subsequent transfer
of the share in respect of which the call is made.
18. INTEREST ON UNPAID CALLS
If any amount in respect of any call or instalment of a call is not
paid on or before the day appointed for payment, the person from whom
the amount of the call or instalment is due shall pay interest on such
amount at the Prescribed Rate from and including that date until but
excluding the date of actual payment and all costs, charges and
expenses that may have been incurred by reason of such non-payment. The
Board may, if it thinks fit, waive payment of such interest or costs,
charges or expenses in whole or in part.
19. AMOUNTS DUE ON ALLOTMENT TREATED AS CALLS
Any amount which by the terms of allotment of a share is made payable
upon allotment or at any fixed date whether on account of the nominal
amount of the share or premium, for all purposes of these Articles is
deemed to be a call duly made and payable on the date fixed for payment
and, in case of non-payment, the provisions of these Articles as to
payment of interest and expenses, forfeiture or otherwise shall apply
as if such amount were a call duly made and notified.
20. POWER TO DIFFERENTIATE
The Board may, if it thinks fit, on the issue of shares differentiate
between the holders of such shares as to the amount of calls to be paid
and the time of payment of such calls.
21. PAYMENT IN ADVANCE
The Board may receive from any Member willing to advance the same, all
or any part of the amounts uncalled and unpaid on shares held by him.
The Board may pay interest on the amount paid in advance (until the
same would, but for such advance, become presently payable) at a rate
as may be agreed between it and such Member not exceeding, without the
consent of the Company in general meeting, the Prescribed Rate.
15
FORFEITURE
22. NOTICE IF CALL NOT PAID
If a Member fails to pay in full any call or instalment of a call on or
before the day appointed for payment, the Board may serve a notice on
him or on a person entitled by transmission to the share in respect of
which the call was made requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have
accrued and all costs, charges and expenses incurred by the Company by
reason of such non-payment.
23. SHARES LIABLE TO BE FORFEITED
The notice shall name a further day (not being less than 14 clear days'
from the date of service of the notice) on or before which, and the
place where, the payment is to be made and shall state that if the
notice is not complied with the shares in respect of which the call was
made will be liable to be forfeited.
24. FORFEITURE
If the notice referred to in the previous Article is not complied with,
any share in respect of which it has been given may, at any time before
payment required by the notice has been made, be forfeited by a
resolution of the Board. Such forfeiture shall include all dividends
declared or other amounts payable in respect of the forfeited share and
not actually paid before forfeiture.
25. NOTICE AFTER FORFEITURE
When a share has been forfeited, the Company shall serve notice of the
forfeiture on the person who was before forfeiture the holder of the
share or the person entitled by transmission to the share. An entry of
the fact and date of forfeiture shall be made in the Register. No
forfeiture is invalidated by an omission to give notice or to make
those entries.
26. DISPOSAL OF FORFEITED SHARE
Subject to the provisions of the Statutes, a forfeited share and all
rights attaching to it shall become the property of the Company and may
be sold, re-allotted or otherwise disposed of either to the person who
was its holder before such forfeiture or to any other person on such
terms and in such manner as the Board shall think fit. At any time
before a sale, re-allotment or disposal, the forfeiture may be
cancelled on such terms as the Board may think fit. Where a forfeited
share held in certificated form is to be transferred to any person the
Board may authorise some person to execute an instrument of transfer of
a forfeited share to the transferee. Where a forfeited share held in
uncertificated form is to be transferred to any person, the Board may
exercise any of the Company's powers under Article 14.3 to effect the
transfer of the share to that person. The Company may receive the
consideration (if any) for the share on its disposal and may register
the transferee as the holder of the share.
16
27. ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
A Member whose shares have been forfeited shall cease to be a Member in
respect of such shares and shall, if the share is a certified share,
surrender to the Company the certificate for the forfeited shares. He
remains liable to pay and shall immediately pay to the Company all
moneys which at the date of forfeiture were presently payable by him to
the Company in respect of the shares together with interest from the
time of forfeiture until payment at the Prescribed Rate.
28. EVIDENCE OF FORFEITURE
A statutory declaration in writing that the declarant is the Secretary
or a Director and that a share has been forfeited on a date stated in
the declaration is conclusive evidence of the facts stated in the
declaration as against all persons claiming to be entitled to the share
and such declaration shall (subject, if necessary, to the execution of
an instrument of transfer or transfer by means of the relevant system,
as the case may be) constitute good title to the share. The person to
whom the share is disposed of shall be registered as the holder of the
share and is not bound to see to the application of the purchase money
(if any) and his title to the share is not affected by any irregularity
in or invalidity of the proceedings with reference to the forfeiture or
disposal of the share.
29. SURRENDER
The Board may accept a surrender of any share liable to be forfeited
under this Article and in that case references in the articles to
forfeiture shall include surrender.
LIEN
30. LIEN ON SHARES NOT FULLY PAID
The Company has a first and paramount lien on every share (not being a
share which is fully paid up) registered in the name of any Member,
either alone or jointly with any other person, for an amount payable in
respect of the share, whether the due date for the payment has arrived
or not. The lien extends to all dividends from time to time declared or
other moneys payable in respect of the share but the Board may at any
time declare any share to be exempt, in whole or in part, from the
provisions of this Article.
31. ENFORCEMENT OF LIEN BY SALE
For the purposes of enforcing the lien the Company may sell, in such
manner as the Board thinks fit, any share on which the Company has a
lien, if the due date for payment of the relevant amounts has arrived
and payment is not made within 14 clear days after a notice in writing,
stating and demanding payment of the amounts presently payable and
giving notice of intention to sell in default, has been given to the
holder of the share or the person entitled by transmission to the
share. To give effect to a sale, the Board may, if the shares are
certificated shares, authorise a person to execute an instrument of
transfer of shares in the
17
name and on behalf of the holder or the person entitled by transmission
to, or in accordance with the directions of, the purchaser. If the
shares are uncertificated shares the Board may exercise any of the
Company's powers under Article 14.3 to effect the transfer of the
shares to, or in accordance with the directors of, the purchaser. The
purchaser is not bound to see to the application of the purchase money
and his title to the share is not affected by any irregularity in or
invalidity of the proceedings connected with the sale.
32. APPLICATION OF PROCEEDS OF SALE
The net proceeds of a sale effected by the preceding Article, after
payment of the costs of the sale, shall be applied in or towards
payment or satisfaction of so much of the sum in respect of which the
lien exists as is presently payable. Any residue shall (whether the
shares sold are certificated shares or uncertificated shares, subject
to a like lien for any moneys not presently payable as existed upon the
shares prior to the sale and, if the shares sold are certificated
shares, on surrender to the Company for cancellation of the certificate
for the shares sold or the provision of an indemnity (with or without
security) as to any lost or destroyed certificate required by the
Board) be paid to the holder of or the person entitled by transmission
to the shares immediately prior to the sale.
TRANSFER OF SHARES
33. FORM OF TRANSFER
Subject to these Articles, any Member may transfer all or any of his
certificated shares by instrument of transfer in writing in any usual
form or in such other form as the Board may approve and the instrument
must be signed by or on behalf of the transferor and (except in the
case of a share which is fully paid up) by or on behalf of the
transferee but need not be under seal. The transferor is deemed to
remain the holder of the share until the name of the transferee is
entered in the Register in respect of it.
34. RIGHT TO REFUSE REGISTRATION
Subject to Article 43, the Board may refuse to register a transfer of a
certificated share unless the instrument of transfer:
34.1.1 is in respect of only one class of shares;
34.1.2 is in favour of not more than four joint transferees;
34.1.3 is duly stamped (if required); and
34.1.4 is delivered for registration to the Office or such other
place as the Board may decide accompanied by the certificate
for the shares to be transferred (savge in the case of a
transfer by a recognised person to whom no certificate was
issued) and such other evidence as the Board may reasonably
require to prove the title of the transferor and the due
execution by him of the transfer or, if the transfer is
executed by some other person on his behalf, the authority of
that person to do so.
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34.2 The Board may impose restrictions upon the transfer of a certificated
share which is not fully paid, provided that the restrictions are not
such as to prevent dealings in the shares from taking place on an open
and proper basis.
34.3 In the event that the Ordinary Shares are listed on the London Stock
Exchange or dealt in on AIM or any recognised investment exchange, the
Board may, in exceptional circumstances approved by such stock exchange
or investment exchange, disapprove the transfer of a certificated
share, provided that exercise of such powers does not disturb the
market.
34.4 In the event that the Ordinary Shares are listed on the London Stock
Exchange or dealt in on AIM or any recognised investment exchange, the
Board may refuse to register the transfer of an uncertificated share in
any circumstances permitted by such stock exchange or investment
exchange, the Uncertificated Securities Regulations and the rules and
practices of the operator of the relevant system.
35. NOTICE OF REFUSAL TO REGISTER
If the Board refuses to register a transfer of any share it shall
within 2 months after the date on which the transfer was lodged with
the Company or the operator instruction was received, as the case may
be, send to the transferor and the transferee notice of the refusal.
36. FEES ON REGISTRATION
No fee shall be charged for the registration of a transfer or other
document relating to or affecting the title to any share or for making
any entry in the Register affecting the title to any share.
37. SUSPENSION OF REGISTRATION AND CLOSING OF REGISTER
Subject to the provisions of section 358 of the Act, the registration
of transfers of shares or of any class of shares may be suspended at
such times and for such periods as the Board may determine but the
Register shall not be closed for more than 30 days in tany year and the
Board may not suspend the registration of transfers of any
participating security without the consent of the operator of the
relevant system.
38. RETENTION OF INSTRUMENTS OF TRANSFER
Subject to the following Article, all instruments of transfer which are
registered may be retained by the Company but any instrument of
transfer which the Board refuses to register shall (except in the case
of suspected fraud) be returned to the person depositing it.
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39. DESTRUCTION OF DOCUMENTS
39.1 The Company may destroy (a) all instruments of transfer of shares which
have been registered, and all other documents on the basis of which any
entry is made in the Register, at any time after the expiration of six
years from the date of registration; (b) all dividend mandates or any
variation or cancellationo f them or notifications of change of address
or name at any time after the expiration of two years from the date of
recording them; (c) all cancelled share certificates at any time after
the expiration of one year from the date of cancellation; and (d) any
other document on the basis of which any entry in the Register is made
at any time after the expiration of six years from the date an entry
was made in the Register. It shall conclusively be presumed in favour
of the Company that every instrument of transfer so destroyed was a
valid and effective instrument duly and properly registered and that
every share certificate so destroyed was a valid certificate duly and
properly cancelled and that every other document destroyed was a valid
and effective document in accordance with the recorded particulars in
the books or records of the Company.
39.2 The provisions of this Article shall apply only to the destruction of
documents in good faith and without notice of any claim to the Company
(regardless of the parties to the claim) that the document might be
relevant to the claim.
39.3 Nothing contained in this Article imposes on the Company any liability
in respect of the destruction of any such document earlier than
provided for in this Article or in any case where the conditions of
this Article are not fulfilled.
39.4 References in this Article to the destruction of any document include
references to its disposal in any manner.
TRANSMISSION OF SHARES
40. ON DEATH
If a Member dies, the survivor or survivors (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. Nothing in these Articles releases the estate of a
deceased holder (whether sole or joint) from any liability in respect
of any share held by him.
41. ELECTION OF PERSON ENTITLED BY TRANSMISSION
41.1 Any person becoming entitled by transmission to a share may, upon such
evidence as to title being provided as the Board may require, elect
either to be registered himself as holder of the share or have a person
nominated by him registered as holder. All the provisions of these
Articles relating to the transfer of shares apply to any such notice or
transfer as if the death or bankruptcy or other event giving rise to
transmission had not occurred and the notice or transfer was executed
by such Member.
41.2 If any person becoming entitled by transmission to a certificated share
elects to be registered himself he shall give notice in writing to the
Company to that effect. If he elects to have
20
another person registered, and the share is a certificated share, he
shall execute an instrument of transfer of the share to that person. If
he elects to become holder or have another person registered and the
share is an uncertificated share, he shall take any action the Board
may require (including without limitation the execution of any document
and the giving of any instruction by means of a relevant system) to
enable himself or that person to be registered as the holder of the
share.
41.3 The Board may give notice requiring a person to make the election
referred to in this Article. If that notice is not complied with within
60 days the Board may withhold payment of all dividends and other
amounts payable in respect of the share until notice of election has
been made.
42. RIGHTS ON TRANSMISSION
Save as otherwise provided by these Articles, a person becoming
entitled by transmission to a share shall be entitled to receive, and
may give a good discharge for, all benefits arising or accruing on or
in respect of the share and the same dividends and other advantages to
which he would be entitled if he were the registered holder of the
share. However. The person entitled by transmission is not entitled 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. Where a person becomes entitled by transmission to a
share, the rights of the holder in relation to that share cease.
DISCLOSURE OF INTERESTS IN SHARES
43. SANCTIONS FOR FAILURE TO DISCLOSE INTEREST IN SHARES
43.1 Where notice is served by the Company under section 212 of the Act (a
"section 212 notice") on a Member, or another person whom the Company
knows or has reasonable cause to believe to be interested in shares
held by that Member, and the Member or other person has failed in
relation to any shares (the "default shares", which expression includes
any shares issued after the date of the section 212 notice in right of
those shares) to give the Company the information required within 14
days from the date of service of the section 212 notice, the following
sanctions apply, unless the Board otherwise decides:
43.1.1 the member is not entitled in respect of the default shares to
be present or be counted in the quorum or to vote (either in
person or by proxy) at a general meeting or at a separate
meeting of the holders of a class of shares or on a poll or to
exercise other rights conferred by membership in relation to
the meeting or poll; and
43.1.2 where the default shares represent at least 0.25 per cent. in
nominal value of the issued shares of their class:
21
(a) a dividend (or any part of a dividend) or other
amount payable in respect of the default shares shall
be withheld by the Company, which has no obligation
to pay interest on it, and the Member is not entitled
to elect, pursuant to Article 151, to receive shares
instead of a dividend; and
(b) no transfer of any of the default shares shall be
registered unless (1) the transfer is an excepted
transfer or (2) the Member is not himself in default
in supplying the information required and the Member
proves to the satisfaction of the Board that no
person in default in supplying the information
required is interested in any of the shares the
subject of the transfer or (3) registration of the
transfer is required by the Uncertificated Securities
Regulations.
43.2 Where a person who has an interest in American Depositary Shares
receives a notice under this Article 43, that person is considered for
the purposes of this Article 43 to have an interest in the number of
Ordinary Shares represented by those American Depositary Shares which
is specified in the notice and not in the remainder of the Ordinary
Shares held by the ADR Depositary.
43.3 Where the ADR Depositary receives a notice under this Article 43, the
ADR Depositary shall only be required to supply information relating to
any person who has an interest in the Ordinary Shares held by the ADR
Depositary which has been recorded by the ADR Depositary under the
arrangements made with the Company (including in the Proxy Register
maintained under Article 170) when it was appointed as the ADR
Depositary.
44. REMOVAL OF SANCTIONS AND CONVERSION OF UNCERTIFICATED SHARES
44.1 The sanctions under Article 43 cease to apply 7 days after the earlier
of receipt by the Company of:
44.1.1 notice of registration of an excepted transfer, in relation to
the default shares the subject of the excepted transfer;
44.1.2 all information required by the section 212 notice, in a form
satisfactory to the Board, in relation to any default shares;
and
44.1.3 the Company may exercise any of its powers under Article 14.3
in respect of any default shares in uncertificated form.
45. NOTICE TO PERSON OTHER THAN A MEMBER
Where, on the basis of information obtained from a Member in respect of
a share held by him, the Company issues a section 212 notice to another
person, it shall at the same time send a copy of the section 212 notice
to the Member, but the accidental omission to do so, or the non-receipt
by the Member of the copy, does not invalidate or otherwise affect the
application of Article 43.
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46. INTEREST IN SHARES, FAILURE TO GIVE INFORMATION AND EXCEPTED TRANSFER
46.1 For the purpose of Articles 43 to 45:
46.1.1 "INTERESTED" has the same meaning as that set out in section
212 of the Act;
46.1.2 reference to a person having failed to give the Company the
information required by a section 212 notice, or being in
default in supplying such information, includes (a) reference
to his having failed or refused to give all or any part of it
and (b) reference to his having given information which he
knows to be false in a material particular or having
recklessly given information which is false in a material
particular;
46.1.3 "EXCEPTED TRANSFER" means, in relation to shares held by a
Member (a) a transfer pursuant to acceptance of a takeover
offer for the Company (within the meaning of section 428(1) of
the Act); or (b) a transfer in consequence of a sale made
through a recognised investment exchange or another stock
exchange outside the United Kingdom on which shares in the
capital of the Company are normally traded; or (c) a transfer
which is shown to the satisfaction of the Board to be made in
consequence of a sale of the whole of the beneficial interest
in the shares to a person who is unconnected with the Member
and with any other person appearing to be interested in the
shares.
46.2 The provisions of Articles 43 to 46 are in addition and without
prejudice to the provisions of the Statutes.
ALTERATIONS TO CAPITAL
47. INREASE, CONSOLIDATION, SUB-DIVISION AND CANCELLATION
47.1 The Company may by ordinary resolution:
47.1.1 increase its share capital by a sum to be divided into shares
of an amount prescribed by the resolution;
47.1.2 consolidate and divide all or any of its share capital into
shares of a larger amount than its existing shares;
47.1.3 cancel any shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any
person and diminish the amount of its share capital by the
amount of the shares so cancelled;
47.1.4 subject to the Statutes, sub-divide all or any of its shares
into shares of a smaller amount and may by the resolution
determine that the shares resulting from such sub-division may
have any preferred or other special rights or be subject to
any restrictions, as compared with the others.
23
48. REDUCTION OF CAPITAL
Subject to the Statutes and to the rights attached to existing shares,
the Company may by special resolution reduce its share capital, any
capital redemption reserve fund or any share premium account in any
manner.
49. FRACTIONS
If, as the result of consolidation and division or sub-division of
shares, Members become entitled to fractions of a share, the Board may
on behalf of the Members deal with the fractions as it thinks fit. In
particular, the Board may:
49.1 sell fractions of a share to a person (including, subject to the
Statutes, to the Company) for the best price reasonably obtainable and
distribute the net proceeds of sale in due proportion amongst the
persons entitled (except that if the amount due to a person is less
than (pound)3, or such other sum as the Board may decide, the sum may
be retained for the benefit of the Company). Where certificated shares
are to be sold, the Board may authorise a person to execute an
instrument of transfer of shares to, or in accordance with the
directions of, the purchaser and may cause the name of the purchaser or
transferee to be entered in the Register as the holder of the shares.
Where uncertificated shares are to be sold, the Board may do all acts
and things is considers necessary or expedient to effect the transfer
of the shares to, or in accordance with the directions of, the
purchaser. The purchaser is not bound to see to the application of the
purchase money and the title of the transferee to the shares is not
affected by an irregularity or invalidity in the proceedings connected
with the sale; or
49.2 subject to the Statutes, issue to a Member credited as fully paid up by
way of capitalisation the minimum number of shares required to round up
his holding of shares to a number which, following consolidation and
division or sub-division, leaves a whole number of shares (such issue
being deemed to have been effected immediately before consolidation or
sub-division, as the case may be). The amount required to pay up those
shares may be capitalised as the Board thinks fit out of amounts
standing to the credit o reserves (including a share premium account,
capital redemption reserve and profit and loss account), whether or not
available for distribution, and applied in paying up in full the
appropriate number of shares. A resolution of the Board capitalising
part of the reserves has the same effect as if the capitalisation had
been declared by ordinary resolution of the Company pursuant to Article
153. In relation to the capitalisation the Board may exercise all the
powers conferred on it by Article 153 without an ordinary resolution of
the Company.
GENERAL MEETINGS
50. ANNUAL GENERAL MEETING
An annual general meeting of the Company shall be held in each year (in
addition to any other meeting swhich may be held in that year) and such
meeting shall be specified as the annual general meeting in the notice
calling it. Not more than fifteen months shall elapse between thedate
of one annual general meeting and the date of the next. Subject to the
provisions of this Article and of the Statutes, the annual general
meeting shall be held at such time and place as the Board shall
appoint.
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51. EXTRAORDINARY GENERAL MEETING
All general meetings other than annual general meetings are called
extraordinary general meetings.
52. CONVENING OF EXTRAORDINARY GENERAL MEETINGS
The Board may convene an extraordinary general meeting whenever it
thinks fit. The Board must convene an extraordinary general meeting on
receipt of a requistion in accordance with the Statutes or, in default,
an extraordinary general meeting may be convened by such
requisitionists, as provided by the Statutes, If at any tie there are
not sufficient Directors capable of acting to form a quorum of the
Board any Director or any two Members may convene an extraordinary
general meeting in the same manner as nearly as possible as that in
which meetings may be convened by the Board. In the case of an
extraordinary general meeting convened on a requisition or by
requisitionists, no business other than that stated in the requisition
or proposed by the Board shall be transacted.
53. LENGTH AND FORM OF NOTICE
At least 21 clear days' notice of every annual general meeting and of
every extraordinary general meeting at which it is proposed to pass a
special resolution and at least 14 clear days' notice of every other
extraordinary general meeting shall be given, in the manner set out
below, to such Members as are, under the provisions of these Articles,
or the terms of issue of shares, entitled to receive such notices from
the Company and to the Auditors. Every notice of meeting shall specify
whether the meeting is an annual general meeting or an extraordinary
general meeting, the place, date and time of the meeting, in the case
of special business, the general nature of such business, if a meeting
is convened to pass a special or extraordinary resolution, the
intention to propose the resolution as a special or extraordinary
resolution (as the case may be) and shall state, with reasonable
prominence, that a Member entitled to attend and vote at the meeting is
entitled to appoint one or more proxies to attend and, on a poll, vote
instead of him and that a proxy need not also be a Member.
54. MEETING CALLED ON SHORT NOTICE
A meeting, although called by shorter notice than that specified in the
preceding Article, is deemed to be duly called if it is so agreed:
54.1 in the case of an annual general meeting, by all the Members entitled
to attend and vote at the meeting; and
54.2 in the case of any other meeting, by a majority in number of the
Members having a right to attend and vote at the meeting, being a
majority together holding not less than 95 per cent in nominal value of
the shares giving a right to attend and vote at the meeting.
25
55. OMISSION TO SEND NOTICE
The accidental omission to give notice of any meeting or, in cases
where it is sent out with the notice, an instrument of proxy to, or the
non-receipt of either by, any person entitled to receive notice does
not invalidate any resolution passed or proceedings held at that
meeting.
56. SPECIAL BUSINESS
All business that is transacted at an extraordinary general meeting is
deemed special and all business that is transacted at an annual general
meeting shall also be deemed special, with the exception of declaring a
dividend, the receipt, consideration and adoption of the accounts and
the reports of the Directors and the Auditors and any other documents
accompanying or annexed to the balance sheet, the appointment of
Directors and the Auditors and the fixing of, or determination of the
manner of fixing, the remuneration of the Auditors.
PROCEEDINGS AT GENERAL MEETINGS
57. QUORUM
No business shall be transacted at any general meeting unless a quorum
is present when the meeting proceeds to business. Two persons entitled
to vote, each being a Member or a proxy for a Member, shall be a
quorum. The absence of a quorum does not prevent the appointment of a
chairman in accordance with these Articles, where such appointment is
not treated as part of the business of the meeting.
58. CHAIRMAN
The chairman of the Board or, in his absence, the deputy chairman shall
preside at every general meeting; but if there is no chairman or deputy
chairman or neither is willing or able to preside or if neither is
present within 15 minutes after the time fixed for the start of the
meeting, the Directors present shall choose a Director or, if only one
Director is present and willing to act, he shall be chairman. In
default, the Members present in person or by proxy shall choose one of
their number to be chairman of the meeting.
59. QUORUM NOT PRESENT
59.1 If within 15 minutes (or such longer period as the chairman in his
absolute discretion may decide) from the time fixed for the start of a
general meeting a quorum is not present, the meeting, if convened by or
on the requisition of Members, shall be dissolved. In any other case it
shall stand adjourned to such time and place as the chairman of the
meeting may decide.
59.2 At an adjourned meeting if a quorum is not present within 15 minutes
(or such longer period as the chairman in his absolute discretion may
decide) from the time fixed for the start of the meeting the adjourned
meeting shall be dissolved.
26
59.3 The Company shall give not less than 7 clear days' notice, specifying
the place, date and time of any meeting adjourned for the lack of a
quorum and the notice shall state the quorum requirement.
60. ADJOUNRED MEETING
60.1 The chairman of the meeting may, with the consent of the meeting at
which a quorum is present (and shall, if so directed by the meeting)
adjourn any meeting from time to time and from place to place or for an
indefinite period. Without prejudice to any other power which he may
have under the provisions of the Articles or at common law, the
chairman may, without the consent of the meeting, interrupt or adjourn
a meeting from time to time and from place to place or for an
indefinite period if he decides that it has become necessary to do so
in order to (1) secure the proper and orderly conduct of the meeting or
(2) give all persons entitled to do so a reasonable opportunity of
speaking and voting at the meeting or (3) ensure that the business of
the meeting is properly dealt with.
60.2 Whenever a meeting is adjourned for 30 days or more or for an
indefinite period, at least 7 clear days' notice, specifying the place,
date and time of the adjourned meeting shall be given as in the case of
an original meeting and the general nature of the business to be
transacted.
60.3 Except in the circumstances set out in Articles 59.3 and 60.2, no
Member shall be entitled to any notice of an adjournment or of the
business to be transacted at an adjourned meeting. No business shall be
transacted at any adjourned meeting other than the business which might
have been transacted at the meeting from which the adjournment took
place.
61. ACCOMMODATION OF MEMBERS AT MEETING
If it appears to the chairman that the meeting place specified in the
notice convening the meeting is inadequate to accommodate all Members
entitled and wishing to attend, the meting is duly constituted and its
proceedings valid if the chairman is satisfied that adequate facilities
are avilable to ensure that a member who is unable to be accommodated
is able to (1) participate in the business for which the meeting has
been convened and (2) hear and see all persons present who speak
(whether by the use of microphones, loud-speakers, audio-visual
communications equipment or otherwise), whether in the meeting place or
elsewhere, and (3) be heard and seen by all other persons present in
the same way.
62. SECURITY
The Board may make any arrangement and impose any restriction it
considers appropriate to ensure the security of a meeting including,
without limitation, the searching of a person attending the meeting and
the restriction of the items of personal property that may be taken
into the meeting place. The Board is entitled to refuse entry to a
meeting to a person who refuses to comply with these arrangements or
restrictions.
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63. ORDER OF MEETING
The chairman shall take such action as he thinks fit to promote the
orderly conduct of general meetings. The decision of the chairman on
points of order, matters of procedure or arising incidentally out of
the business of the meeting shall be final and conclusive, as shall be
his determination, in good faith, whether any point or matter is of
such a nature.
64. AMENDMENT OF RESULTIONS
If an amendment proposed to a resolution under consideration is ruled
out of order by the chairman of the meeting, the proceedings on the
substantive resolution are not invalidated by an error in his ruling.
65. MEMBERS' RESOLUTION IN WRITING
A resolution in writing signed by or on behalf of all the Members who
would have been entitled to vote on it as if it had been passed at a
general meeting at which he was present is as valid and effective as a
resolution passed at a general meeting duly convened and held and may
consist of several documents in the same form each duly signed by or on
behalf of one or more Members. If the resolution in writing is
described as a special resolution or as an extraordinary resolution, it
has effect as such.
VOTING
66. METHOD OF VOTING
66.1 At a general meeting, an ordinary resolution put to the vote of the
meeting is decided on a show of hands unless, before or on the
declaration of the result of the show of hands, a poll is demanded by:
66.1.1 the chairman of the meeting; or
66.1.2 not less than 5 Members present in person or by proxy and
entitled to vote at the meeting; or
66.1.3 a Member or Members present in person or by proxy and
representing in aggregate not less than one-tenth of the total
voting rights of all the Members having the right to vote at
the meeting; or
66.1.4 by a Member or Members present in person or by proxy 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.
66.2 All special resolutions and extraordinary resolutions shall only be
decided on a poll.
66.3 Unless a poll is demanded and the demand is not withdrawn a declaration
by the chairman of the meeting that a resolution has, on a show of
hands, been carried or carried unanimously or
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by a particular majority or lost or not carried by a particular
majority, and an entry to that effect in the minute book of the
Company, is conclusive evidence of the fact without proof of the votes
recorded in favour of or against such resolution.
67. PROCEDURE ON A POLL
67.1 A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at such time (not being more than 30 days from
the date of the meeting or the adjourned meeting at which such poll is
demanded) and place and in such manner as the chairman of the meeting
directs and the result of the poll is deemed to be the resolution of
the meeting at which the poll is demanded. No notice need be given of a
poll not taken immediately if the time and place at which it is to be
taken are announced at the meeting at which it is demanded. In any
other case, at least 7 clear days' notice shall be given specifying the
time and place at which the poll is to be taken.
67.2 If a poll is properly demanded, it shall be taken in such manner as the
chairman directs. He may appoint scrutineers, who need not be Members,
and may fix a time and place for declaring the result of the poll. The
result of the poll is deemed to be the resolution of the meeting at
which the poll is demanded.
67.3 The demand for a poll may be withdrawn but only with the consent of the
chairman. A demand withdrawn in this way validates the result of a show
of hands declared before the demand is made. In the case of a poll
demanded before the declaration of the result of a show of hands, the
meeting shall continue as if the demand had not been made.
67.4 The demand for a poll (other than on the election of the chairman or on
a question of adjournment) does not prevent the continuance of a
meeting for the transaction of any business other than the question on
which a poll has been demanded.
68. 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 is entitled to a further or casting
vote in addition to the votes to which he may be entitled as a Member.
69. OBJECTION TO AND ERROR IN VOTING
Any objection raised to the qualification of any voter, or to the
counting of or failure to count any vote, does not invalidate the
decision of the meeting on any resolution unless it is raised at the
meeting or adjourned meeting at which the vote objected to is tendered
or at which the error occurs. Any objection or error shall be referred
to the chairman of the meeting and only invalidates the decision of the
meeting on any resolution if the chairman decides that the same is of
sufficient magnitude to affect the decision of the meeting. The
decision of the chairman on such matters is final and conclusive.
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70. VOTES OF MEMBERS
70.1 Subject to any special terms as to voting upon which any share may be
issued, or may be held, and subject to the provisions of these
Articles, on a show of hands every Member present in person and
entitled to vote shall have one vote and on a poll every Member present
in person or by proxy and entitled to vote shall have one vote for
every share of which he is the holder.
70.2 If any Member is a person with mental disorder or is otherwise
incapacitated he may vote, whether on a show of hands or on a poll, by
his guardian, receiver, curator bonis or other person authorised for
that purpose and appointed by the Court either personally or by proxy
if such evidence as the Board may reasonably require of the authority
of the person claiming to exercise the right to vote is received at the
Office (or other place specified in accordance with the Articles for
the deposit of instruments of proxy) within the time limits prescribed
by the Articles for the deposit of instruments of proxy for use at the
meeting or adjourned meeting or poll at which such person is to vote.
70.3 If two or more persons are jointly entitled to 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 holders of the
share and seniority is determined by the order in which the names stand
in the Register.
71. RESTRICTION ON VOTING RIGHTS
No Member is entitled to be present or to be counted in the quorum or
vote, either in person or by proxy, at any general meeting or at any
separate meeting of the holders of a class of shares or on a poll or to
exercise other rights conferred by membership in relation to the
meeting or poll, unless all calls or other moneys due and payable in
respect of the share have been paid. This restriction ceases on payment
of the amount outstanding and all costs, charges and expenses incurred
by the Company by reason of non-payment.
72. VOTING BY PROXY
A proxy need not be a Member and a Member may appoint one or more than
one person to act as his proxy. On a poll votes may be given in person
or by proxy and a Member entitled to more than one vote need not, if he
votes, use all of his votes or cast all the votes he uses in the same
way. Deposit of an instrument of proxy does not prevent a Member from
attending and voting in person at th meeting or an adjournment or on a
poll. An instrument of proxy is (unless the contrary is stated in it)
valid for an adjournment of the meeting as well as for the meeting or
meetings to which it relates. An instrument of proxy is valid for 12
months from the date of execution.
73. APPOINTMENT OF MORE THAN ONE PROXY
If a Member appoints more than one person to act as his proxy the
instrument appointing each proxy shall specify the shares held by the
Member in respect of which each proxy is to vote and no Member may
appoint more than one proxy (save in the alternate) to vote in respect
of any one share held by that Member. When two or more valid but
differing instruments of
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proxy are delivered for the same share for use at the same meeting, the
one which is last validly delivered (regardless of its date or the date
of its execution) shall be treated as replacing and revoking the other
or others as regards that share.
74. EXECUTION OF PROXY
The instrument appointing a proxy shall be in writing in any usual form
or in such other form as the Board may approve executed by the
appointor, or his attorney duly authorised in writing, or if the
appointor is a corporation, under its seal or under the hand of its
officer or attorney or other person duly authorised to sign. The
Directors may require evidence of authority of such officer or
attorney.
75. PROXY VALID THOUGH AUTHORITY REVOKED
A vote given or poll demanded by a proxy or authorised representative
of a company is valid notwithstanding termination of his authority
unless notice in writing of the termination is received at the Office
(or other place specified in accordance with the articles for the
deposit of instruments of proxy) one hour at least before the time
fixed for holding the meeting or adjourned meeting at which the vote is
given or (where the poll is taken other than 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.
76. PROXY CAN DEMAND A POLL
The instrument appointing a proxy is deemed (unless the contrary is
stated in it) to confer authority to demand or join in demanding a poll
and to vote on a resolution or other business which may properly come
before the meeting or meetings for which it is given as the proxy
thinks fit.
77. DEPOSIT OF PROXY
77.1 The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed, or a copy of it notarially
certified, or certified in some other way approved by the Board, shall
be:
77.1.1 deposited at such place as may be specified for that purpose
in the notice convening the meeting or in the instrument of
proxy or if no place is so specified at the Office at least 48
hours before the time appointed for holding the meeting or
adjourned meeting or the taking of a poll at which the person
named in the instrument proposes to vote; or
77.1.2 in the case of a meeting adjourned for less than 28 days but
more than 48 hours or in the case of a poll taken more than 48
hours after it is demanded, deposited as required by Article
77.1 not less than 24 hours before the time appointed for the
holding of the adjourned meeting or the taking of the poll; or
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77.1.3 in the case of a meeting adjourned for less than 48 hours or
in the case of a poll not taken immediately but taken not more
than 48 hours after it was demanded, delivered at the
adjourned meeting or at the meeting at which the poll was
demanded to the chairman or to the Secretary or to a Director.
77.2 An instrument of proxy not deposited or delivered in accordance with
this Article is invalid.
78. SENDING INSTRUMENT OF PROXY
Subject to the Statutes, the Board may, at the expense of the Company,
send by post or otherwise to all or none of the persons entitled to
receive notice of and to vote at a meeting, instruments of proxy (with
or without provision for their return prepaid) either in blank or
nominating in the alternative any one or more of the Directors or the
chairman of the meeting or any other person or persons. If sent the
instrument shall provide for two-way voting (without prejudice to a
right to abstain) on all resolutions set out in the notice of meeting.
79. COMPANY ACTING BY AUTHORISED REPRESENTATIVE
A company which is a Member may, by resolution of its directors or
other governing body, authorise any person to act as its representative
at any meeting of the Company or at any separate meeting of the holders
of a class of shares and such representative shall be entitled to
exercise the same powers on behalf of the company which he represents
as that company could exercise if it were an individual Member. The
company is, for the purposes of the Articles, deemed to be present in
person at a meeting if the representative is present. All references to
attending and voting in person shall be construed accordingly. A
Director, the Secretary or any other person authorised for the purpose
by the Secretary may require the representative to produce a certified
copy of the resolution of authorisation before permitting him to
exercise his powers.
APPOINTMENT OF DIRECTORS
80. POWER OF COMPANY TO APPOINT DIRECTORS
Subject to the Articles, the Company may, by ordinary resolution,
appoint a person who is willing to act to be a Director, either to fill
a vacancy or as an addition to the Board, but the total number of
Directors may not exceed a maximum number fixed in accordance with the
Articles.
81. NUMBER OF DIRECTORS
Unless and until otherwise determined by the Company by ordinary
resolution the maximum number of Directors is 10 and the minimum number
of Directors is 2.
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82. POWER OF THE BOARD TO APPOINT DIRECTORS
The Board may appoint a person who is willing to act to be a Director,
either to fill a vacancy or as an addition to the Board, but the total
number of Directors may not exceed a maximum number fixed in accordance
with the Articles. A Director so appointed shall hold office only until
the dissolution of the annual general meeting following next after his
appointment, unless he is reappointed during the meeting. A Director so
retiring shall not be taken into account in determining the number of
Directors who are to retire by rotation at such meeting.
83. NO SHARE QUALIFICATION
A Director shall not require a share qualification, but shall
nevertheless be entitled to attend and speak at any general meeting of,
or at any separate meeting of the holders of any class of shares in,
the Company.
EXECUTIVE DIRECTORS
84. APPOINTMENT OF EXECUTIVE DIRECTORS
The Board may appoint one or more of its body to hold executive office,
including the office of managing or joint or assistant managing
director. Any such appointments shall be on such terms (including
remuneration) and for such period as the Board may determine, subject
to the Statutes.
85. TERMINATION OF EXECUTIVE OFFICE
The appointment of any Director to any executive office may be
terminated by the Board, without prejudice to any claim he may have for
damages for breach of contract.
86. POWERS OF EXECUTIVE DIRECTOR
The Board may delegate to a Director holding any executive office any
of the powers, authorities and discretions exercisable by the Board for
such time and on such terms and conditions as it thinks fit. The Board
may revoke or alter the terms and conditions of the delegation and may
retain or exclude the right of the Board to exercise the delegated
powers, authorities or discretions collaterally with the executive
Director.
ROTATION, RETIREMENT AND REMOVAL OF DIRECTORS
87. VACATION OF OFFICE BY DIRECTOR
87.1 The office of a Director shall be vacated if:
87.1.1 he ceases to be a Director by virtue of any provision of the
Statutes, is removed from office pursuant to any provision of
the Articles or he becomes prohibited by law from being a
Director; or
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he becomes bankrupt, has an interim receiving order made
against him or makes any arrangement or composition with his
creditors generally or applies to the court for an interim
order under section 253 of the Insolvency Act 1986 in
connection with a voluntary arrangement under that Act; or
87.1.2 he is a person with mental disorder and the Board resolves
that his office be vacated; or
87.1.3 he resigns by notice in writing to the Company delivered to
the Secretary at the Office or tendered at a Board meeting; or
87.1.4 he does not attend any Board meetings for a period of 6
months; or
87.1.5 he is removed from office by notice in writing served on him
signed by or on behalf of two thirds of the other Directors
which removal shall be deemed to be an act of the Company and
shall have effect without prejudice to any claim he may have
for damages for breach of contract.
87.2 A resolution of the Board declaring a Director to have vacated office
under the terms of this Article is conclusive as to the fact and
grounds of vacation stated in the resolution.
88. NO RETIREMENT ON ACCOUNT OF AGE
No person is incapable of being appointed a Director by reason of his
having reached the age of 70 or any other age. Special notice is not
required in connection with the appointment or approval of the
appointment of such person. No Director is required to vacate his
office because he has reached the age of 70 or any other age and
section 293 of the Act does not apply to the Company.
89. RETIREMENT BY ROTATION
At each annual general meeting one third of the Directors who are
subject to retirement by rotation or if their number is not 3 or a
multiple of 3 then the number nearest to but not exceeding one third
shall retire from office. If the number of Directors subject to
retirement by rotation is fewer than 3, one of such Directors shall
retire.
90. DIRECTORS SUBJECT TO RETIREMENT
Subject to the Statutes and the Articles, the Directors to retire by
rotation at the annual general meeting in every year shall be in
addition to any Director who wishes to retire and not to offer himself
for reappointment and any Director to retire pursuant to Article 82.
The Directors to retire by rotation shall be those Directors who have
been longest in office since their last appointment or reappointment.
As between 2 or more Directors who have been in office an equal length
of time, the Directors to retire shall, in the absence of agreement, be
selected from among them by lot. The Directors to retire on each
occasion shall be determined on the basis of the composition of the
Board at the start of business on the date of the notice
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convening the annual general meeting, disregarding a change in the
number or identity of the Directors after that time but before the
close of the meeting.
91. POSITION OF RETIRING DIRECTOR
A Director who retires at an annual general meeting, whether by
rotation or otherwise, may, if willing to act and if approved by the
Board, be reappointed. If he is not reappointed or deemed reappointed,
he may retain office until the meeting appoints someone in his place
or, if it does not do so, until the end of the meeting.
92. DEEMED REAPPOINTMENT
The Company, at the meeting at which a Director retires by rotation,
may fill the vacated office and, if it does not do so, the retiring
Director is, if willing, deemed reappointed, unless at such meeting it
is expressly resolved not to fill such vacated office or unless a
resolution for the reappointment of such Director is put to the meeting
and lost.
93. ELIGIBILITY OF NEW DIRECTORS
No person is eligible for appointment or reappointment as a Director at
any general meeting unless he is recommended by the Board for election,
or, not less than 7 not more than 42 days before the day appointed for
the meeting, notice in writing addressed to the Secretary at the Office
has been given by a Member qualified to be present and vote at the
meeting of his intention to propose such person for appointment or
reappointment and notice in writing, signed by the person to be
proposed, of his willingness to be appointed or reappointed.
94. VOTING ON RESOLUTION FOR APPOINTMENT
Every resolution of a general meeting for the appointment or
reappointment of a Director shall relate to one named person and a
single resolution for the appointment or reappointment of 2 or more
persons as Directors is void, unless an ordinary resolution that the
resolution is proposed in this way has first been agreed to by the
meeting without any vote being given against it.
95. REMOVAL BY ORDINARY RESOLUTION
In addition to any power of the Company under the Statutes to remove a
Director, the Company may by ordinary resolution remove any Director
before the expiration of his period of office (without prejudice to a
claim for damages for breach of contract) and may, subject to the
Articles, by ordinary resolution appoint another Director, who is
willing to act, in his place. A person appointed in place of a Director
so removed shall be subject to retirement at the same time as if he had
become a Director on the day on which the Director in whole place he is
appointed was last appointed or reappointed a Director.
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DIRECTORS' REMUNERATION, EXPENSES AND BENEFITS
96. DIRECTORS' FEES
There shall be available to be paid out of the funds of the Company to
the Directors as fees in each year an aggregate sum not exceeding
(pound)180,000 as the Board may determine, such sum to be divided among
such Directors in such proportions as the Board may decide or, in
default of agreement, equally. Any Director holding the office of
director for part of a year shall, unless otherwise agreed, be entitled
only to a proportionate part of such fee. The Company may by ordinary
resolution increase the amount of the fees payable under this Article.
A fee payable pursuant to the provisions of this Article is distinct
from any salary, remuneration or other amount payable to him pursuant
to other provisions of the Articles and accrues from day to day.
97. EXPENSES
The Directors are entitled to be repaid all reasonable travelling,
hotel and other expenses properly incurred by them in the performance
of their dues as Directors, including their expenses of travelling to
and from meetings of the Board or committees of the Board or general
meetings or separate meetings of the holders of a class of shares and
any expenses incurred by them in obtaining independent professional
advice.
98. REMUNERATION OF EXECUTIVE DIRECTORS
The remuneration of a Director appointed to hold employment or
executive office in accordance with the Articles may be a fixed sum of
money or in whole or in part by participation in profits or otherwise
as the Board may determine and may be in addition to or instead of a
fee payable to him for his services as Director pursuant to the
Articles.
99. ADDITIONAL REMUNERATINO
The Board may grant reasonable additional remuneration and expenses to
any Director who, at the request of the Board, goes or resides abroad
or renders any special or extra services to the Company, which may be
paid by way of a lump sum, participation in profits or otherwise as the
Board may determine.
100. DIRECTORS' PENSIONS AND OTHER BENEFITS
100.1 The Board may establish, maintain, participate in or contribute to or
procure the establishment or maintenance of, participation in or
contribution to any pension, superannuation, benevolent or life
assurance fund, scheme or arrangement (whether contributory or
otherwise) for the benefit of, and give or procure the giving of
donations, gratuities, pensions, allowances, benefits and emoluments
to, any persons who are or were at any time in the employment or
service of or who have at any time been Directors of the Company or of
any company which is or was a member of the Group or any of their
predecessors in business (and for any member of his family, including a
spouse or former spouse or a person who is or was dependent on him).
Any Director or former Director shall be entitled to participate ni and
retain for his own benefit any such donations, gratuities, pensions,
allowances, benefits or emoluments.
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The Board may arrange for this to be done by the Company either alone
or in conjunction with any other person.
100.2 Subject to the Statutes, the Board may establish and maintain any other
employees' share scheme or any, share option or share incentive or
profit sharing scheme and establish and (if any such scheme so
provides) contribute to any scheme for the purchase by or transfer,
allotment or issue to trustees of shares in the Company or its holding
company to be held for the benefit of employees (including DIRECTOR and
officer's) or a selected group of employees of the Company or any
Subsidiary Undertaking and lend money to such trustees or employees to
enable them to purchase such shares, such schemes to include as the
Board may consider to be appropriate, provisions for the purchase by or
transfer, allotment or issue to persons other than employees.
INTEREST OF DIRECTORS
101. PERMITTED INTERESTS
101.1 Subject to the Statutes and to Article 102, a Director, notwithstanding
his office:
101.1.1.1 may hold any other office or place of profit with the Company
(except that of auditor) in conjunction with his office of
director and on such terms as to remuneration and otherwise as
the Board may arrange. Any Director may act by himself or
through his firm in a professional capacity for the Company
and he or his firm shall be entitled to remuneration for
professional services;
101.1.1.2 may enter into or otherwise be interested in a contract,
arrangement, transaction or proposal with the Company or in
which the Company is otherwise interested either in connection
with his tenure of an office or place of profit and either as
vendor, purchaser or otherwise;
101.1.1.3 may be a director or other officer of or employed by or a
party to a contract, transaction, arrangement or proposal with
or be otherwise interested in a company promoted by the
Company or in which the Company is otherwise interested;
101.1.1.4 unless otherwise agreed, is not liable to account to the
Company for any remuneration, profit or other benefit received
by him by virtue of such office, employment, contract,
arrangement, transaction or proposal and no such contract,
arrangement, transaction or proposal is avoided on the grounds
of any such interest or benefit.
102. DECLARATION OF DIRECTOR'S INTEREST
Without prejudice to the requirements of the Statutes, a Director who
is in any way, directly or indirectly, interested in a contract,
arrangement, transaction or proposal with the Company shall declare the
nature of his interest at the meeting of the Board at which the
question of entering into the contract, arrangement, transaction or
proposal is first taken into
37
consideration, if he knows his interest then exists, or, in any other
case, at the next meeting of the Board after he knows that he is or has
become interested. For the purposes of this Article, a general notice
given to the Board by a Director to the effect that he is to be
regarded as having an interest (of the nature and extent specified in
the notice) in any contract, arrangement, transaction or proposal in
which a specified person or class of persons is interested is a
sufficient declaration of interest in relation to that contract,
transaction, arrangement or proposal. An interest of which a Director
has no knowledge and of which it is unreasonable to expect him to have
knowledge is not treated as his interest.
103. LIMITATIONS ON VOTING OF INTERESTED DIRECTOR
103.1 Except as provided in this Article, a Director may not vote in respect
of any contract, arrangement, transaction or proposal to which the
Company is or is to be a party and in which he is, to his knowledge,
materially interested, directly or indirectly, otherwise than by virtue
of his interest in shares or debentures or other securities of or
otherwise in or through the Company. This prohibition does not apply to
any resolution concerning any of the following matters namely:
103.1.1 the giving to him of a guarantee, security or indemnity in
respect of money lent or obligations incurred by him or by any
other person at the request of or for the benefit of the
Company or any of its Subsidiary Undertakings;
103.1.2 the giving to a third party of a guarantee, security or
indemnity 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;
103.1.3 a contract, arrangement, transaction or 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 the Director is to participate;
103.1.4 a contract, arrangement, transaction or proposal to which the
Company is or is to be a party concerning any other company in
which he is interested directly or indirectly and whether as
an officer or shareholder or otherwise ("RELEVANT COMPANY"),
if he is not, directly or indirectly, the holder of or
beneficially interested in one per cent. or more of a class of
equity share capital of the relevant company or of the voting
rights available to members of the relevant company or able to
cause one per cent or more of those voting rights to be case
at his direction (and for the purposes of this Article, shares
held by a Director as bare or custodian trustee and in which
he has no beneficial interest, shares comprised in a trust and
in which the Director's interest is in reversion or is in
remainder, if and so long as another person is entitled to
receive the income from the trust, and shares comprised in an
authorised unit trust scheme in which the Director is
interested only as a unit holder are disregarded);
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103.1.5 a contract, arrangement, transaction or proposal concerning
the adoption, modification or operation of a pension,
superannuation or similar scheme or retirement, death or
disability benefits scheme or personal pension plan or
employees' or other share incentive scheme under which he may
benefit or which does not accord to any Director as such any
privilege or benefit not accorded to the employees to whom the
scheme or fund relates;
103.1.6 a contract, arrangement, transaction or proposal for the
benefit of employees of the Company or any of its Subsidiary
Undertakings under which the Director benefits in a similar
manner to the employees and which does not accord to any
Director as such any privilege or benefit not accorded to the
employees to whom it relates;
103.1.7 a contract, arrangement, transaction or proposal concerning
the maintenance or purchase of any insurance policy for the
benefit of Directors or for the benefit of persons including
Directors.
104. RESTRICTIONS ON VOTING
A director may not vote or be counted in the quorum on a resolution of
the Board or committee of the Board concerning his own appointment
(including fixing or varying the terms of his appointment or its
termination) of 2 or more Directors to offices or places of profit with
the Company or any company in which the Company is interested, such
proposals shall be divided and a separate resolution considered in
relation to each Director. In such cases each of the Directors
concerned (if not otherwise debarred from voting under the Articles) is
entitled to vote (and be counted in the quorum) in respect of each
resolution except that concerning his own appointment.
105. MATERIALITY OF DIRECTOR'S INTEREST
If any question arises at any meeting as to the materiality of a
Director's interest or as to the entitlement of any Director to vote or
be counted in a quorum and such question is not resolved by his
voluntarily agreeing to abstain from voting or being counted in a
quorum, the question shall be decided by a resolution of the remaining
Directors or committee members present at the meeting and in the case
of an equality of votes the chairman (unless he is the Director the
materiality of whose interest or entitlement to vote is in issue) shall
have a second or casting vote which shall be conclusive and binding.
106. DIRECTOR'S INTEREST EXTENDS TO CONNECTED PERSONS
For the purpose of Articles 101 to 106, the interest of a person who is
for the purposes of the Statutes connected (within the meaning of
section 346 of the Act) with a Director is treated as the interest of
the Director and, in relation to an alternate director, the interest of
the Director appointing him shall be treated as the interest of the
alternate director in addition to any interest which the alternate
director otherwise has. Articles 101 to 106 apply to an alternate
director as if he were a Director otherwise appointed.
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POWERS AND DUTIES OF DIRECTORS
107. POWERS OF THE BOARD
Subject to the Statutes, the memorandum of association of the Company
and the Articles and to directions given by the Company in general
meeting, the business of the Company shall be managed by the Board,
which may exercise all the powers of the Company. No alteration of the
memorandum of association or of the Articles and no direction made by
the Company in general meeting invalidates any prior act of the Board
which would have been valid if the alteration or direction had not been
made.
The general powers given by this Article shall not be limited by any
special authority or power given to the Directors by any other Article.
108. DELEGATION TO COMMITTEES
The Board may delegate any of the powers, authorities and discretions
exercisable by the Board for such time and on such terms and conditions
as it thinks fit to a committee consisting of one or more Directors and
(if it thinks fit) one or more other persons, but only if a majority of
the members of the committee are Directors of alternate directors. The
Board may grant the power to sub-delegate, may revoke or alter the
terms and conditions of the delegation or discharge the committee in
whole or in part and may retain or exclude the right of the Board to
exercise the delegated powers, authorities or discretions collaterally
with the committee. Where a provision of the Articles refers to the
exercise of a power, authority or discretion by the Board and that
power, authority or discretion has been delegated by the Board to a
committee, the provision shall be construed as permitting the exercise
of the power, authority or discretion by the committee.
109. LOCAL MANAGEMENT
The Board may establish local or divisional boards or agencies for
managing the affairs of the Company in a specified locality whether in
the United Kingdom or elsewhere and may appoint any persons to be
members of a local or divisional board or agency and may fix their
remuneration and may delegate to any local or divisional board or
agency any of the powers, authorities and discretions exercisable by
the Board for such time and on such terms and conditions as it thinks
fit. The Board may grant the power to sub-delegate, may revoke or alter
the terms and conditions of the appointment or delegation and may
retain or exclude the right of the Board to exercise the delegated
powers, authorities or discretions collaterally with the local or
divisional board or agency and may authorise the members of any local
or divisional board or agency (or any of them) to fill any vacancy and
to act notwithstanding any vacancy. Subject to any terms and conditions
imposed by the Board, the proceedings of a local or divisional board or
agency with 2 or more members are governed by those Articles that
regulate the proceedings of the Board, so far as applicable.
40
110. POWER OF ATTORNEY
The Board may by power of attorney or otherwise appoint any company,
firm or person to be the agent or attorney of the Company and may
delegate to that company, firm or person any of the powers, authorities
and discretions exercisable by the Board for such purposes and for such
time and on such terms and conditions as it thinks fit. The Board may
grant the power to sub-delegate, may revoke or alter the terms and
conditions of the appointment or delegation and may retain or exclude
the right of the Board to exercise the delegated powers, authorities or
discretions collaterally with the attorney or agent.
111. EXERCISE OF VOTING POWERS
The Board may exercise or cause to be exercised the voting powers
conferred by shares in the capital of another company held or owned by
the Company, or a power of appointment to be exercised by the Company,
in any manner it thinks fit (including the exercise of such power in
favour of the appointment of a Director as an officer or employee of
that company or in favour of the payment of remuneration to the
officers or employees of that company).
BORROWING POWERS
112. BORROWING POWERS
The Directors may exercise all the powers of the Company to borrow
money, and to mortgage or charge all or any part of its undertaking,
property and assets (both present and future), including its uncalled
capital and, subject to the Statutes, to issue Debentures and other
securities, whether outright or as collateral security, for any debt,
liability or obligation of the Company or of any third party.
PROCEEDINGS OF THE BOARD
113. BOARD MEETINGS
The Board may meet for the despatch of business, adjourn and otherwise
regulate its meetings as it thinks fit.
114. QUORUM
The quorum necessary for the transaction of business may be decided by
the Board and until decided otherwise is two persons present in person
or by alternate director.
115. NOTICE OF BOARD MEETINGS
A Director may, and on the request of a Director the Secretary shall,
at any time summon a meeting of the Board. It shall be necessary to
give notice of a meeting of the Board to all the Directors and notice
is deemed to be duly given to a Director if it is given to him
personally or by word of mouth or sent to him at his last known address
or another address given by him to the Company for that purpose. A
Director may waive the requirement that notice be given
41
to him of a Board meeting either prospectively or retrospectively. It
shall not be necessary to give notice of a meeting of the Board to any
Director absent from the United Kingdom save in any case where such
absent Director leaves an address or facsimile number (either insider
or outside the United Kingdom) in which case a telegram sent to that
address or a message sent to that facsimile number shall be deemed to
constitute notice to the Director at the time when it is dispatched or
sent. Neither the accidental failure to give notice of a meeting of the
Board to any Director nor the non-receipt in any case of such notice if
given shall invalidate the meeting or any resolution passed or business
transacted at the meeting.
116. VOTING
Save where otherwise expressly provided in these Articles questions
arising at any meeting of the Board shall be decided by a majority of
votes. In the case of an equality of votes, the Chairman shall have a
second or casting vote.
117. CHAIRMAN OF THE BOARD
The Board may elect a chairman or deputy chairman, who shall preside at
its meetings, but if no such chairman or deputy chairman is elected, or
if at any meeting neither the chairman nor deputy chairman is present
within 15 minutes after the time fixed for the start of the meeting,
the Board shall choose one of its number to be chairman of such
meeting. The Board may decide the period for which he is or they are to
hold office and may at any time remove him or them from office. A
chairman or deputy chairman may hold executive office or employment
with the Company.
118. PROCEEDINGS OF A COMMITTEE
118.1 Proceedings of a committee of the Board shall be conducted in
accordance with any regulations that may from time to time be imposed
upon it by the Board. Subject to those regulations and this Article,
proceedings of a committee shall be governed by the provisions of these
Articles regulating the proceedings of the Board, so far as applicable.
118.2 Where the Board resolves to delegate any of its powers, authorities and
discretions to a committee of one or more Directors, notice of a
meeting of that committee need only be given to the Director or
Directors who form the committee.
119. VALIDITY OF PROCEEDINGS OF BOARD OR COMMITTEE
All acts done in good faith by any meeting of the Board or of a
committee of the Board or by any person acting as a Director, alternate
director or committee are, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any
Director or person acting or that they or any of them were disqualified
from holding office or had ceased to hold office or were not entitled
to vote, as valid as if every such person had been duly appointed and
was qualified to be and had continued to be a Director, alternate
director or member of a committee and entitled to vote.
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120. MINUTES OF PROCEEDINGS
The Board shall cause minutes to be made of all appointments of
officers and committees made by the Board and of any remuneration fixed
by the Board and the names of the Directors present at all meetings of
the Board and committees of the Board, the Company or the holders of a
class of shares or debentures and all orders, resolutions and
proceedings of such meetings and any such minutes of any meeting, if
purporting to be signed by the chairman of the meeting, or by the
chairman of the next succeeding meeting shall be conclusive evidence
without any further proof of the matters stated in them.
121. PARTICIPATION BY TELEPHONE
A Director or his alternate director may participate in a meeting of
the Board or of any committee of the Board through the medium of
conference telephone or similar form of communication equipment
notwithstanding that the Directors or committee members present may not
all be meeting in one particular place if all persons participating in
the meeting are able to hear and speak to each other throughout the
meeting. A person participating in this way is deemed to be present in
person at the meeting and is counted in a quorum and entitled to vote.
The meeting is deemed to take place where the largest group of those
participating is assembled or, if there is no such group, where the
chairman of the meeting then is.
122. BOARD RESOLUTION IN WRITING
A resolution in writing signed by or on behalf of all the Directors
entitled to receive notice of a Board meeting and not being less than a
quorum or by all members of a committee of the Board is as valid and
effective as a resolution passed at a Board meeting (or committee, as
the case may be) and may consist of several documents in the same form
each duly signed by or on behalf of one or more of the Directors (or
members of the committee) and any such resolution in writing need not
be signed by an alternate director if it is signed by the Director
appointing him and a resolution signed by an alternate director need
not be signed by the Director appointing him.
123. NUMBER OF DIRECTORS LESS THAN MINIMUM
If the number of Directors is reduced below the minimum number fixed by
these Articles or decided by the Company by ordinary resolution, the
continuing Directors or Director may act only for the purpose of
appointing an additional Director or Directors to make up that minimum
or convening a general meeting of the Company for the purpose of making
such appointment. If no Director or Directors is or are able or willing
to act, two Members may convene a general meeting for the purpose of
appointing Directors. An additional Director appointed in this way
holds office (subject to the Articles) only until the dissolution of
the next annual general meeting after his appointment unless he is
reappointed during the meeting.
43
ALTERNATE DIRECTORS
124. APPOINTMENT
A Director (other than an alternate director) may, by notice delivered
to the Secretary at the Office, or in any other manner approved by the
Board, appoint another Director or any other person approved by the
Board and willing to act to be his alternate director. No appointment
of an alternate director who is not already a Director is effective
until his consent to act as a Director in the form prescribed by the
Statutes is received at the Office. An alternate director need not be a
Member and is not counted in reckoning the number of Directors for the
purpose of Article 81.
125. PARTICIPATION IN BOARD MEETINGS
An alternate director is (subject to his giving to the Company an
address at which notice may be served upon him) entitled to notice of
meetings of the Board and all committees of the Board of which the
Director appointing him is a member and to attend and vote as a
Director at any such meeting at which the Director appointing him is
absent and to exercise all the powers, rights, duties and authorities
of the Director appointing him. A Director acting as alternate director
has a separate vote at meetings of the Board and committees of the
Board for each Director for whom he acts as alternate director but he
counts as only one for the purpose of determining whether a quorum is
present.
126. REMUNERATION AND EXPENSES
The fee payable to an alternate director shall be payable out of the
fee payable to the Director appointing him and shall consist of such
portion (if any) of the fee as shall be agreed between the alternate
director and the Director appointing him. The Company shall, however,
repay to an alternate director expenses incurred by him in the
performance of his duties if the Company would have been required to
repay the expenses to him had he been a Director.
127. REVOCATION OF APPOINTMENT
A Director may, by notice delivered to the Secretary at the Office,
revoke the appointment of his alternate director. If a Director dies or
ceases to hold the office of Director, the appointment of his alternate
director ceases automatically. If a Director retires at any meeting
(whether by rotation or otherwise) but is reappointed by the meeting at
which such retirement took effect, any appointment made by him pursuant
to this Article which was in force immediately prior to his retirement
shall continue to operate after his reappointment as if he had not so
retired. The appointment of an alternate director ceases on the
happening of an event which, if he were a Director otherwise appointed,
would cause him to vacate office.
128. RESPONSIBILITY
An alternate director is not deemed to be the agent of the Director
appointing him but is responsible for his own acts and defaults and is
deemed to be an officer of the Company.
44
ASSOCIATE DIRECTORS
129. APPOINTMENT OF ASSOCIATE DIRECTOR
The Board may appoint any person, not being a Director, to be an
associate director of the Company or to an office or employment having
a designation or title including the word "director" or may attach to
an existing office or employment that designation or title and may
terminate the appointment or use of that designation or title.
130. EFFECT OF APPOINTMENT
The appointment of a person to be an associate director or the
inclusion of the word "director" in the designation or title of an
office or employment shall not, save as otherwise agreed between him
and the Company, affect the terms and conditions of his employment and
shall not imply that the person has power to act as a Director or is
entitled to receive notice of or attend or vote at meetings of the
Directors and he is not deemed to be a Director for any of the purposes
of these Articles.
131. POWERS, DUTIES AND REMUNERATION
The powers, duties and remuneration of an associate director or of any
person having a designation or title including the word "director"
shall be determined by the Board and the Board shall have the right to
enter into any contract on behalf of the Company or transact any
business of any description without the knowledge or approval of such
persons, except that no act shall be done that would impose any
personal liability on any or all of such persons except with his or
their knowledge and consent.
SEALS
132. APPLICATION OF SEALS
A seal may be used only by the authority of a resolution of the Board
or a committee of the Board. The Board may decide who will sign an
instrument to which a seal is affixed (or, in the case of a share
certificate, on which the seal may be printed) either generally or in
relation to a particular instrument or type of instrument. The Board
may also decide, either generally or in a particular case, that a
signature may be dispensed with or applied by mechanical means.
133. SIGNING OF SEALED DOCUMENTS
Unless otherwise decided by the Board, certificates for shares or
debentures or other securities (subject to the provisions of the
relevant instrument) need not be signed or, if signed, a signature may
be applied by mechanical or other means or may be printed and every
other instrument to which a seal is affixed shall be signed by two
Directors or one Director and the Secretary.
45
134. SEAL FOR USE ABROAD
The Board may exercise all the powers of the Company conferred by the
Statutes with regard to having an official seal for use abroad.
SECRETARY
135. APPOINTMENT AND REMOVAL OF SECRETARY
Subject to the Statutes, the Board shall appoint and may remove a
Secretary or joint secretaries and may appoint and remove one or more
assistant or deputy secretaries on such terms and conditions as it
thinks fit.
136. AUTHORITY OF OTHER PERSON TO ACT AS SECRETARY
Anything by the Statutes or these Articles required or authorised to be
done by or to the Secretary may, if the office is vacant or there is no
Secretary capable of acting, be done by or to any joint assistant or
deputy secretary or, if there is no joint, assistant or deputy
secretary capable of acting, by or to any officer of the Company
authorised generally or specifically in that behalf by the Board. Any
provision of the statutes or of the Articles requiring or authorising a
thing to be done by or to a Director and the Secretary is not satisfied
by its being done by or to the same person acting both as Director and
as, or in the place of, the Secretary.
137. AUTHENTIFICATION OF DOCUMENTS
Any Director or the Secretary or any person appointed by the Board for
the purpose shall have power to authenticate any documents affecting
the constitution of the Company and any committee of the Board and any
books, records, documents and accounts relating to the business of the
Company and to certify copies or extracts as true copies or extracts.
REGISTERS
138. REGISTER OF DIRECTORS' INTERESTS
The register of Directors' interests shall be kept in accordance with
the Statutes and shall be open to the inspection of any member or of
any other person between the hours of 10am and noon on each day during
which the same is bound to be open for inspection pursuant to the
Statutes. The said register shall be produced at the commencement of
each annual general meeting and shall remain open and accessible during
the continuance of the meeting to any person attending such meeting.
139. OTHER REGISTERS
The register of Directors and Secretaries, the register of charges, the
Register, the register of interests in shares, any overseas branch
register and all other associated registers and indices shall be kept
in accordance with the Statutes and the fee to be paid by a person
other than a
46
creditor or Member for each inspection of any register is the maximum
sum prescribed by the Statutes or, failing which, decided by the Board.
DIVIDENDS
140. RECORD DATES
Notwithstanding any other provision of the Articles, but subject to the
Statutes and any preferential or other special rights attached to
shares, the Company or the Board may fix any date as the record date
for a dividend, distribution, allotment or issue. The record date may
be on or at any time before or after a date on which the dividend,
distribution, allotment or issue is declared, made or paid.
141. ENTITLEMENT TO DIVIDENDS
Except as otherwise provided by the rights attached to shares, all
dividends shall be declared and paid according to the amounts paid up
on the shares in respect of which the dividend is declared and paid.
Dividends shall be apportioned and paid proportionately to the amounts
paid up on the shares during any portion or portions of the period in
respect of which the dividend is paid. If any share is issued on terms
that it shall rank for dividend as from a particular date then it shall
rank for dividend as from that date. No amount paid up on a share in
advance of a call may be treated as paid up for the purpose of this
Article.
142. DECLARATION OF DIVIDENDS
Subject to the Statutes and the Articles, the Company may by ordinary
resolution declare a dividend to be paid to the Members according to
their respective rights and interests. No dividend shall exceed the
amount recommended by the Board.
143. INTERIM DIVIDENDS
Subject to the Statutes, the Board may declare and pay to the Members
such interim dividends (including a dividend payable at a fixed rate)
as appear to the Board to be justified by the profits of the Company
available for distribution. If the share capital of the Company is
divided into different classes, the Board may pay interim dividends in
respect of shares which rank after shares conferring preferred rights,
unless at the time of payment a preferential dividend is in arrears. If
the Directors act in good faith they shall not incur any liability to
the holders of shares conferring preferred rights for any loss that
they may suffer by reason of the lawful payment of an interim dividend
on any shares ranking after those with preferred rights.
144. PAYMENT OF DIVIDENDS IN KIND
The Board may, with the prior authority of an ordinary resolution of
the Company, direct that dividends may be satisfied in whole or in part
by the distribution of specific assets including paid up shares,
debentures or other securities of any other company. The Board may make
all such valuations, adjustments and arrangements and issue all
certificates or documents of title
47
as may seem to it to be expedient with a view to facilitating the
distribution and may vest assets in trustees on trust for the persons
entitled to the dividend as may seem to the Board to be expedient.
145. METHOD OF PAYMENT
The Company may pay any dividend, interest or other amount payable in
cash in respect of any share by cheque, dividend warrant or money order
or by direct debit or a bank or other funds transfer system or by such
other method as the holder or joint holders of the share in respect of
which the payment is made may in writing direct. In respect of
uncertificated shares, where the Company is authorised to do so by or
on behalf of the holder or joint holders in such manner as the Company
shall from time to time consider sufficient, the Company may also pay
any such dividend, interest or other amount by means of the relevant
system concerned (subject always to the facilities and requirements of
that relevant system). Any joint holder may give an effective receipt
for a dividend, interest or other amount paid in respect of the share.
The Company may send a cheque, warrant or order by post (1) in the case
of a sole holder, to his registered address or (2) in the case of joint
holders, to the registered address of the person whose name stands
first in the Register or (3) in the case of a person or persons
entitled by transmission to a share, as if it were a notice given in
accordance with Article 160 or (4) in any case, to a person and address
that the person or persons entitled to the payment may in writing
direct. Payment of the cheque, warrant or order, the collection of
funds from or transfer of funds by a bank in accordance with such
direct debit or bank or other transfer or, in respect of shares in
uncertificated form, the making of payment in accordance with the
facilities and requirements of the relevant system concerned shall be a
good discharge to the Company. Every cheque, warrant or order is sent
at the risk of the person entitled to the payment and shall be made
payable to or to the order of the person or persons entitled or to such
other person as the holder or joint holders may in writing direct.
Every such payment made by direct debit or a bank or other funds
transfer or by another method at the direction of the holder or joint
holders shall be made to the holder or joint holders or to or through
such other person as the holder or joint holders may in writing direct.
In respect of uncertificated shares, every such payment made by means
of the relevant system concerned shall be made in such manner as may be
consistent with the facilities and requirements of the relevant system
concerned. Without prejudice to the generality of the foregoing, in
respect of shares in u7ncertificated form, 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, if permitted by the Company,
of such person as the holder or joint holders may in writing direct.
The Company shall not be responsible for any loss of any such cheque,
warrant or order and any payment made by direct debit, bank or other
funds transfer system or such other method shall be at the sole risk of
the holder or joint holders. Without prejudice to the generality of the
foregoing, if any such cheque, warrant or order has or shall be alleged
to have been lost, stolen or destroyed, the Directors may, on request
of the person entitled to it, issue a replacement cheque, warrant or
order subject to compliance with such conditions as to evidence and
indemnity and the payment of out of pocket expenses of the Company in
connection with the request as the Directors may think fit.
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146. CESSATION OF PAYMENT OF DIVIDEND
146.1 If a cheque, warrant or order in respect of a dividend, or other amount
payable in respect of a share, is returned undelivered or left uncashed
or transfer made by a bank or other funds transfer systems is not
accepted on
146.1.1 two consecutive occasions; or
146.1.2 one occasion and the Board, on making reasonable enquiries,
has failed to establish any new address or account of the
person concerned
then the Board may determine that the Company shall cease sending or
transferring a dividend, or other amount payable in respect of that
share, to the person concerned until he notifies the Company of an
address or account to be used for that purpose.
147. DIVIDENDS DO NOT BEAR INTEREST
No unpaid dividend, or other amount payable in respect of a share,
bears interest as against the Company unless otherwise provided by the
rights attached to the share.
148. DEDUCTION FROM DIVIDEND
The Board may deduct from any dividend or other amounts payable to a
person in respect of a share, either alone or jointly with any other
person, all amounts due from him, either alone or jointly with any
other person, to the Company on account of calls or otherwise in
respect of a share.
149. UNCLAIMED DIVIDENDS
All unclaimed dividends, interest or other amounts payable by the
Company in respect of a share may be invested or otherwise made use of
by the Board for the benefit of the Company until claimed and the
payment of any unclaimed dividend, interest or other amount payable by
the Company in respect of a share into a separate account or the
investment of it does not constitute the Company a trustee in respect
of it. Any dividend which has remained unclaimed for a period of 12
years from the date it became due for payment is forfeited and ceases
to remain owing by the Company.
150. DIVIDEND MAY BE WITHHELD
Without prejudice to Articles 43 to 46, the Board may withhold payment
of a dividend (or part of a dividend) payable to a person entitled by
transmission to a share until he has provided any evidence of his right
that the Board may reasonably require.
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151. PAYMENT OF SCRIP DIVIDENDS
151.1 Subject to the Statutes, but without prejudice to Article 43, the Board
may, with the prior authority of an ordinary resolution of the Company,
allot to those holders of a particular class of shares who have elected
to receive them further shares of that class or ordinary shares, in
either case paid up ("new shares"), instead of cash in respect of all
or part of a dividend or dividends specified by the resolution, subject
to any exclusions, restrictions or other arrangements the Board may in
its absolute discretion deem necessary or expedient to deal with legal
or practical problems under the laws of, or the requirements of a
recognised regulatory body or a stock exchange in, any territory.
151.2 Where a resolution under Article 151.1 is to be proposed at a general
meeting and the resolution relates in whole or in part to a dividend to
be declared at that meeting, then the resolution declaring the dividend
is deemed to take effect at the end of that meeting.
151.3 A resolution under Article 151.1 may relate to a particular dividend or
to all or any dividends declared or paid within a specified period, but
that period may not end later than the beginning of the fifth annual
general meeting following the date of the meeting at which the
resolution is passed.
151.4 The Board may make any provision it considers appropriate in relation
to an allotment made pursuant to this Article, including but not
limited to:
151.4.1 the giving of notice to holders of the right of election
offered to them;
151.4.2 the provisions of forms of election (whether in respect of a
particular dividend or dividends generally);
151.4.3 determination of the procedure for making and revoking
elections;
151.4.4 the place at which, and the latest time by which, forms of
election and other relevant documents must be lodged in order
to be effective; and
151.4.5 the disregarding or rounding up or down or carrying forward of
fractional entitlements, in whole or in part, or the accrual
of the benefit of fractional entitlements to the Company
(rather than to the Members concerned).
151.5 The new shares will rank equally with each other and with
every other paid share of the same class in issue on the
record date for the dividend in respect of which the right of
election has been offered, but they will not rank for a
dividend or other distribution or entitlement which has been
declared or paid by reference to that record date.
RESERVES
152. PROVISION OF RESERVES
The Board may, before recommending any dividend, set aside out of the
profits of the Company (including any premiums received upon the issue
of debentures or other securities
50
or rights of the Company) such amounts as it thinks proper as a reserve
fund or funds which shall at the discretion of the Board be applicable
for any purpose for which the profits of the Company may lawfully be
applied. The Board may employ the amounts in the business of the
Company or invest the same in such securities (other than the shares of
the Company or its holding company) as it may select. The Board may
also from time to time carry forward such amounts as it may deem
expedient not to distribute.
153. CAPITALISATION OF PROFITS AND RESERVES
153.1 Subject to the Statutes, the Board may, with the authority of an
ordinary resolution of the Company:
153.1.1 resolve to capitalise an amount standing to the credit of
reserves or to the credit of the profit and loss account and
whether or not available for distribution and appropriate the
sum resolved to be capitalised to the Members in proportion to
the nominal amount of ordinary shares (whether or not paid up)
held by them respectively and to apply that sum on their
behalf either in or towards paying up the amounts (if any) for
the time being unpaid on any shares held by such Members
respectively or in paying up in full unissued shares or
debentures of the Company of a nominal amount equal to such
sum and allot such shares or debentures, paid up, to and
amongst such Members in those proportions or partly in one way
and partly in the other. Any sums standing to the credit of a
share premium account and a capital redemption reserve and
profits which are not available for distribution may, for the
purposes of this Article, only be applied in the paying up of
unissued shares to be allotted to Members credited as paid up;
153.1.2 make any arrangements it thinks fit to resolve a difficulty
arising in the distribution of a capitalised reserve and, in
particular, where shares or debentures become distributable in
fractions, the Board may deal with the fractions as it thinks
fit, including by the issue of certificates in respect of
fractional entitlements, disregarding fractions or selling
shares or debentures representing the fractions to a person
for the best price reasonably obtainable and distributing the
net proceeds of the sale in due proportion amongst the Members
(except that if the amount due to a Member is less than
(pound)3, or such other sum as the Board may decide, the sum
may be retained for the benefit of the Company);
153.1.3 authorise a person to enter into, on behalf of all the Members
concerned, an agreement with the Company providing for either
the allotment to the Members, paid up, of shares or debentures
to which they may be entitled on the capitalisation or the
payment by the Company on behalf of the Members, by applying
their respective proportions of the reserves resolved to be
capitalised, of the amounts remaining unpaid on their existing
shares. An agreement entered into under this Article is
effective and binding on all affected Members;
153.1.4 where, pursuant to an employees' share scheme or other share
incentive scheme the Company shall have granted options to
subscribe for shares on terms which
51
provide, inter alia, for adjustments to the subscription price
payable on the exercise of such options or to the number of
shares to be allotted upon such exercise in the event of any
increase or reduction in or other reorganisation of the
Company's issued shares and an otherwise appropriate
adjustment would result in the subscription price for any
share being less than its nominal value, then, subject to the
provisions of the Act, the Board may, on the exercise of any
of the options concerned and payment of the subscription which
would have applied had such adjustment been made, capitalise
any such profits or other sum as is mentioned above in this
Article to the extent necessary to pay up the unpaid balance
of the nominal value of the shares which fall to be allotted
on the exercise of such options and apply such amount in
paying up such balance and allot shares fully paid
accordingly; and
153.1.5 generally do all acts and things required to give effect to
the resolution.
ACCOUNTS
154. INSPECTION OF ACCOUNTS
154.1 The Board shall ensure that proper accounts and accounting records are
kept in accordance with the Statutes. The books of account and
accounting records shall be kept at the Office or, subject to the
Statutes, at such other place or places as the Board thinks fit and
shall be open to the inspection of any Director or other officer during
business hours.
154.2 No Member (not being a Director or other officer) has any right of
inspecting any account or book or document of the Company, except as
conferred by the Statutes or authorised by the Board or by an ordinary
resolution of the Company.
155. PREPARATION OF ACCOUNTS
The Board shall, in accordance with the Statutes, cause to be prepared
and to be laid before the Company in general meeting such profit and
loss accounts, balance sheets, Group accounts (if any) and reports as
are referred to in the Statutes.
156. ACCOUNTS SENT TO THE MEMBERS
156.1 Subject to the Statutes, either:
156.1.1 a printed copy of every Directors' report and Auditors' report
accompanied by the Company's annual accounts and every
document required by law to be attached to them; or
156.1.2 where permitted by the statutes, a summary financial statement
derived from the Company's annual accounts prepared in
accordance with the Statutes
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shall not less than 21 clear days before the date of the
meeting be delivered or sent to every Member (whether or not
entitled to receive notices of general meetings) and to every
holder of debentures of the Company (whether or not entitled
to receive notices of general meetings) and to every other
person who is entitled to receive notices of general meetings
from the Company under the provisions of the Statutes or of
these Articles. This Article does not require a copy of such
documents to be sent or delivered to any member or holder of
debentures of whose address the Company is not aware nor to
more than one of the joint holders of any shares or
debentures; but any Member or debenture holder 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.
156.2 The accidental omission to deliver or send a copy of any document
required to be delivered or sent to any person pursuant to this Article
or the non-receipt of any document by any person entitled to receive it
does not invalidate any such document or the proceedings at any general
meeting.
UNTRACED SHAREHOLDERS
157. POWER OF SALE
157.1 The Company is entitled to sell at the best price reasonably obtainable
any share of a Member or any share to which a person is entitled by
transmission if:
157.1.1 during a period of 12 years prior to the date of the
publication of the advertisements referred to in Article
157.1.2 (or, if published on different dates, the earlier
date) at least 3 dividends (whether interim or final) in
respect of the share in question have been paid and all
warrants, orders and cheques in respect of the share sent in
the manner authorised by these Articles have been returned
undelivered or remained uncashed and no communication has been
received by the Company from the Member or person entitled by
transmission; and
157.1.2 the Company, on expiry of the period of 12 years, has inserted
advertisements in a national daily newspaper and in a
newspaper circulating in the area of the registered address of
the Member, or other person entitled by transmission,
appearing in the Register or the last known address given by
the Member or other person, giving notice of its intention to
sell the share; and
157.1.3 during the period of 3 months following the publication of the
advertisements (or, if published on different dates, the later
of the 2 advertisements) and prior to the date of sale the
Company has not received any communication from the Member or
person entitled by transmission; and
157.1.4 in the event that the Ordinary Shares are listed on the London
Stock Exchange or dealt in on AIM or any recognised investment
exchange notice has been given, as required to such stock
exchange, of its intention to sell the share.
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157.2 If, during the period of 12 years or a further period ending on the
date when all the requirements of Article 157.1 have been satisfied, an
additional share has been issued ni right of that held at the beginning
of, or previously so issued during, those periods and all the
requirements of Article 157.1 are satisfied in respect of the
additional share, the Company is entitled to sell the additional share.
157.3 To give effect to any such sale, the Board may:
157.3.1 in relation to certificated shares, appoint any person to
execute as transferor an instrument of transfer of the shares
to, or in accordance with the direction of, the purchaser and
such instrument of transfer shall be as effective as if it had
been executed by the holder of, or person entitled by
transmission to, such shares; and
157.3.2 in relation to uncertificated shares, exercise any of the
Company's powers under Article 14.3 to effect the transfer of
the shares to, or in accordance with the directions of, the
purchaser and the exercise of such powers shall be as
effective as if exercised by the registered holder of, or
person entitled by transmission to, such shares and the
transferee is not bound to see to the application of the
purchase money and the title of the transferee is not affected
by any irregularity or invalidity in the proceedings relating
to the sale.
158. APPLICATION OF PROCEEDS OF SALE
The net proceeds of sale shall belong to the Company which shall be
obliged to account to the Member or other person entitled by
transmission for an amount equal to such proceeds and shall enter the
name of such Member or other person in the books of the Company as a
creditor for such amount. No trust is created and no interest is
payable in respect of the debt and the Company is not required to
account for any money earned on the net proceeds, which may be employed
in the business of the Company or invested as the Directors think fit.
NOTICES
159. NOTICES IN WRITING
A notice to be given to or by any person pursuant to the Articles shall
be in writing except that a notice convening a meeting of the Board or
a committee of the Board need not be in writing. Nothing in these
Articles shall affect any requirement of the Statutes that any
particular offer, notice or other document be served in any particular
manner. Any notice to the bearer of a warrant or to any other person
who holds or is interested in shares in the Company in bearer form or
any related coupons or talons shall be sufficiently given if advertised
in at least two daily newspapers with a national circulation in the
United Kingdom and any such notice shall be deemed given on the day
when the advertisement appears.
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160. SERVICE OF NOTICES
A notice or other document may be given to a Member by the Company
personally or by letter. Any letter shall be sent by post stamped first
class and addressed to such Member at the address in the Register or
shall be left at that address (or at another address notified for the
purpose) in an envelope addressed to that Member.
161. NOTICE TO JOINT HOLDERS
In the case of joint holders of a share, a notice or other document
shall be given to whichever of them is named first in the Register and
notice given in this way is sufficient notice to all the joint holders.
162. ADDRESS OUTSIDE THE UNITED KINGDOM
Subject to the Statutes, if any Member (or, in the case of joint
holders, the person first named in the Register) has a registered
address not within the United Kingdom he is entitled to have notices
given to him at that address.
163. DEEMED NOTICE
A Member present in person or by proxy at a general meeting or a
meeting of the holders of a class of shares is deemed to have received
due notice of the meeting and, where required, of the purposes for
which it was called.
164. EVIDENCE OF SERVICE
164.1 Any notice or other document addressed to a Member at his registered
address or address for service in the United Kingdom is deemed to be
received, if personally delivered, at the time of delivery or, if sent
by first class post, on the Business Day after the letter is posted or,
if sent by second class post, on the second Business Day after the
letter is posted. In proving service it is sufficient to prove that the
letter was properly addressed and, if sent by post, stamped and posted.
A notice or document left at a registered address for service in the
United Kingdom is deemed to be received on the day it is left.
164.2 Any notice or other document addressed to a Member at his registered
address or address for service outside the United Kingdom is deemed to
be received, if personally delivered, at the time of delivery or, if
sent by airmail, on the second Business Day after the letter is posted.
In proving service it is sufficient to prove that the letter was
properly addressed and, if sent by post, stamped and posted.
165. NOTICE BINDING ON TRANSFEREES ETC.
A person who becomes entitled by transmission to a share, transfer or
otherwise is bound by a notice in respect of that share (other than a
notice served by the Company under section 212 of the Act) which,
before his name is entered in the Register, has been properly served on
a person from whom he derives his title.
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166. NOTICE IN CASE OF ENTITLEMENT BY TRANSMISSION
Where a person is entitled by transmission to a share, the Company may
give a notice or other document to that person as if he were the holder
of a share by addressing it to him by name or by the title of
representative of the deceased or trustee of the bankrupt Member (or by
similar designation) at an address in the United Kingdom supplied for
that purpose by the person claiming to be entitled by transmission.
Until an address has been supplied, a notice or other document may be
given in any manner in which it might have been given if the death or
bankruptcy or other event had not occurred. The giving of notice in
accordance with this Article is sufficient notice to all other persons
interested in the share.
167. NOTICE BY ADVERTISEMENT
If by reason of the suspension or curtailment of postal services in the
United Kingdom the Company is unable effectively to convene a general
meeting by notices sent through the post the Board may, if it thinks
fit and as an alternative to any other method of service permitted by
the Articles, resolve to convene a general meeting by a notice
advertised in at least one national newspaper and such notice shall be
deemed to have been duly received 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 5 days prior to
the meeting the posting of notices again becomes practicable.
WINDING UP AND INDEMNITY
168. WINDING UP
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 and any sanction required by
law, divide among the Members in kind the whole or any part of the
assets of the Company and whether or not the assets consist of property
of one kind or of different kinds and may for this purpose set such
value as he deems fair on any class or classes of property and may
determine on the basis of that valuation and in accordance with the
then existing rights of Members how such division shall be carried out
as between the Members or different classes of Members. The liquidator
may, with the same authority, vest any part of the assets in trustees
upon such trusts for the benefit of Members as the liquidator shall
think fit but so that no Member shall be compelled to accept any asset
in respect of which there is a liability or potential liability. For
the avoidance of doubt the Board shall have power in the name and on
behalf of the Company to present a petition to the Court for the
Company to be wound up.
169. INDEMNITY
169.1 Subject to the Statutes and without prejudice to any indemnity to which
he may otherwise be entitled, every Director, Secretary or manager of
the Company shall be entitled to be indemnified by the Company against
all costs, charges, losses, expenses and liabilities incurred by him in
the execution and discharge of his duties or the exercise of his
powers, authorities and discretions, including any liability incurred
by him in defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have
56
been done or omitted by him as an officer or employee of the Company
and in which judgment is given in his favour or the proceedings are
otherwise disposed of without any finding or admission of any material
breach of duty on his part or in which he is acquitted or in connection
with any application in which relief is granted to him by the court
from liability in respect of negligence, default, breach of duty or
breach of trust, in relation to the affairs of the Company.
169.2 Subject to the Statutes, the Board may exercise all the powers of the
Company to purchase and maintain insurance for the benefit of a person
who is an officer or employee, or former officer or former employee, of
the Company or a Subsidiary Undertaking or in which the Company has an
interest, direct or indirect, or who is or was a trustee of a
retirement benefits scheme or another trust in which an officer or
employee or former officer or former employee is or has been interested
indemnifying him against any liability for negligence, default, breach
of duty or breach of trust or any other liability which may lawfully be
insured against by the Company.
170. ADR DEPOSITARY
170.1 The ADR Depositary can appoint more than one person to be its proxy. As
long as the appointment complies with the requirements of Article
170.2, the appointment can be made in any way and on any terms which
the ADR Depositary thinks fit. Each person appointed in this way is
called an Appointed Proxy.
170.2 The appointment must set out the number of Ordinary Shares ("Appointed
Number") in relation to which an Appointed Proxy is appointed. The
Appointed Numbers of all Appointed Proxies appointed by the ADR
Depositary, when added together, must not be more than the number of
American Depositary Shares.
170.3 The American Depositary Shares attributable to the ADR Depositary
consist of the total of the number of Ordinary Shares registered in the
name of the ADR Depositary.
170.4 The ADR Depositary must keep a register of the names and addresses of
all the Appointed Proxies ("the Proxy Register"). The Proxy Register
will also set out the Appointed Number of Ordinary Shares of each
Appointed Proxy. This can be shown by setting out the number of
American Depositary receipts which each Appointed Proxy holds and
stating that the Appointed Number of Ordinary Shares can be ascertained
by multiplying the said number of American Depositary Receipts by such
number which for the time being is equal to the number of Ordinary
Shares which any one American Depositary Receipt represents.
170.5 The ADR Depositary shall allow anyone whom the Directors nominate to
inspect the Proxy Register during usual business hours on a working
day. The ADR Depositary must also provide, as soon as possible, any
information contained in the Proxy Register if it is demanded by the
Company or its agents.
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170.6 An Appointed Proxy may only attend a general meeting if he provides the
Company with written evidence of his appointment by the ADR Depositary
for that general meeting. This must be in a form agreed between the
Directors and the ADR Depositary.
170.7 Subject to the Act and these Articles and so long as the American
Depositary Shares are sufficient to include an Appointed Proxy's
Appointed Number:
170.7.1 at a general meeting which an Appointed Proxy is entitled to
attend, he is entitled to the same rights and has the same
obligations in relation to his Appointed Number of Ordinary
Shares as if the Appointed Proxy was the registered holder of
such Ordinary Shares and he had been validly appointed in
accordance with Articles 72, 73, 74, 77 and 78 by the ADR
Depositary as its proxy in relation to those Ordinary Shares;
and
170.7.2 an Appointed Proxy can himself appoint another person to be
his proxy in relation to his Appointed Number of Ordinary
Shares, as long as the appointment is made and deposited in
accordance with Articles 72, 73, 74, 77 and 78 and, if it is,
the provisions of these Articles will apply to such an
appointment as though the Appointed Proxy was the registered
holder of such Ordinary Shares and the appointment was made by
him in that capacity.
170.8 The Company may send to an Appointed Proxy at his address set out in
the Proxy Register all the same documents as are sent to holders of
Ordinary Shares.
170.9 The Company may pay to an Appointed Proxy at his address set out in the
Proxy Register all dividends or other monies relating to the Appointed
Proxy's Appointed Number of Shares instead of paying this amount to the
ADR Depositary. If the Company does this, it will have no obligation to
make this payment to the ADR Depositary as well.
170.10 In order to determine which persons are entitled as Appointed Proxies
to:
170.10.1 exercise the rights conferred by Article 170.7;
170.10.2 receive documents sent pursuant to Article 170.8; and
170.10.3 be paid dividends pursuant to Article 170.9;
and the Appointed Number of Ordinary Shares in respect of which a
person is to be treated as having been appointed as an Appointed Proxy
for such purpose, the ADR Depositary may determine that the Appointed
Proxies who are entitled are the persons entered in the Proxy Register
at the close of business on a date (a "Record Date") determined by the
ADR Depositary in consultation with the Company.
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170.11 When a Record Date is determined for a particular purpose:
170.11.1 the Appointed Number of Ordinary Shares in respect of an
Appointed Proxy will be treated as the number appearing
against his name in the Proxy Register as at the close of
business on the Record Date;
170.11.2 this can be shown by setting out the number of American
Depositary Receipts which each Appointed Proxy holds and
stating that the number of Ordinary Shares can be ascertained
by multiplying the said number of American Depositary Receipts
by such number which for the time being is equal to the number
of Ordinary Shares which any one American Depositary Receipt
represents; and
170.11.3 changes to entries in the Proxy Register after the close of
business on the Record Date will be ignored in determining the
entitlement of any person for the purpose concerned.
170.12 Except as required by the Companies Act, no Appointed Proxy will be
recognised by the Company as holding any interest in Ordinary Shares
upon any trust. Except for recognising the rights given in relation to
general meetings by appointments made by Appointed Proxies pursuant to
Article 170.7, the Company is entitled to treat any person entered in
the Proxy Register as an Appointed Proxy as the only person (other than
the ADR Depositary) who has any interest in the Ordinary Shares in
respect of which the Appointed Proxy has been appointed.
170.13 If any question arises as to whether any particular person or persons
has or have been validly appointed to vote (or exercise any other
right) in respect of any Ordinary Shares (for example because the total
number of Ordinary Shares in respect of which appointments are recorded
in the Proxy Registrar is more than the number of American Depositary
Shares) this question will, if it arises at or in relation to a general
meeting, be determined by the Chairman of the general meeting. His
decision (which can include declining to recognise a particular
appointment or appointments as valid) will, if made in good faith, be
final and binding on all persons interested.
170.14 If a question of the type described in Article 170.13 arises in any
circumstances other than at or in relation to a general meeting, the
question will be determined by the Directors. Their decision (which can
include declining to recognise a particular appointment or appointments
as valid) will also, if made in good faith, be final and binding on all
persons interested.
171. ADVISORY BOARD
171.1 The Board may establish an advisory board to provide advice and
assistance to the Board. No member of the advisory board shall be a
Director at the same time as being a member of the advisory board.
171.2 The proceedings of the advisory board shall be conducted in accordance
with any regulations that may, from time to time, be imposed upon it by
the Board.
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