Exhibit 3.44
THE COMPANIES ACTS 1985 - 1989
------------------------------
PUBLIC COMPANY LIMITED BY SHARES
--------------------------------
MEMORANDUM AND ARTICLES OF ASSOCIATION
--------------------------------------
of
--
DANKA UK PLC
------------
Incorporated 26th November 1987
THE COMPANIES ACTS 1985 - 1989
----------
PUBLIC COMPANY LIMITED BY SHARES
----------
MEMORANDUM OF ASSOCIATION
OF
DANKA UK PLC/*/
(asmodified by Special Resolutions passed on 8th August, 1988
22nd December 1989, 10th May, 1991 and 18th June, 1993)
/*/1. The Company's name is "DANKA UK PLC".
2. The Company is to be a public company.
3. The Company's registered office is to be situated in England and Wales.
4. The Company's objects are: --
(a) To carry on the business of a holding company in all its branches, and
to acquire by purchase, lease, concession, grant, license or otherwise
such businesses, options, rights, privileges, lands, buildings,
leases, underleases, stocks, shares, debentures, debenture stock,
bonds, obligations, securities, reversionary interests, annuities,
policies of assurance and other property and rights and interests in
property as the Company shall deem fit and generally to hold, manage,
develop, lease, sell or dispose of the same; and to vary any of the
investments of the Company, to act as trustees of any deeds
constituting or securing any debentures, debenture stock or other
securities or obligations; to enter into, assist, or participate in
financial, commercial, mercantile, industrial and other transactions,
undertakings and businesses on every description, and to establish,
carry on, develop and extend the same or sell, dispose of or otherwise
turn the same to account, and to co-ordinate the policy and
- ----------
/*/ The Company changed its name from Standurgent Limited to The Saint Group
Limited by a Special Resolution passed on 23rd December 1987 and from The Saint
Group Limited to Saint Group Limited by a Special Resolution passed on 10th May
1991 when it was also resolved to re-register as a public company. The Company
changed its name from Saint Group PLC to Danka UK PLC on 21st June, 1993.
2
administration of any companies of which this Company is a member or
which are in any manner controlled by, or connected with the Company,
and to carry on all or any of the businesses of capitalists, trustees,
financiers, financial agents, company promoters, bill discounters,
insurance brokers and agents, mortgage brokers, rent and debt
collectors, stock and share brokers and dealers and commission and
general agents, merchants and traders; to carry on all or any of the
businesses of manufactures, services, maintainers, repairers, hirers,
letters of hire, and agents for the safe of, and dealers in office
equipment, furniture, appliances and fittings, stationery and other
accessories of every description, general financiers, mortgage and
insurance brokers and agents, to provide persons or corporations
carrying on any profession, business, trade or occupation with all
office furniture and equipment, office cleaning, repairs and
decorations, staff, premises, lighting, heating, telephone service,
cars, transport, books, periodicals, reports, photoprinting, general
printing and stationery and all such services as may from time to time
be required for the conduct and management of such profession,
business, trade or occupation; and to manufacture, buy, sell,
maintain, repair and deal in plant, machinery, tools, articles and
things of all kinds capable of being used for the purposes of the
above-mentioned businesses or any of them, or likely to be required by
customers of or persons having dealings with the Company.
(b) To carry on any other trade or business whatever which can in the
opinion of the Board of Directors be advantageously carried on in
connection with or ancillary to any of the businesses of the Company.
(c) To purchase or by any other means acquire and take options over any
property whatever, and any rights or privileges of any kind over or in
respect of any property.
(d) To apply for, register, purchase, or by other means acquire and
protect, prolong and renew, whether in the United Kingdom or elsewhere
any patents, patent rights, brevets invention, licences, secret
processes, trade marks, designs, protections and. concessions and to
disclaim, alter, modify, use and turn to account and to manufacture
under or grant licences or privileges in respect of the same, and to
expend money in experimenting upon, testing and improving any patents,
inventions or rights which the Company may acquire or propose to
acquire.
(e) To acquire or undertake the whole or any part of the business,
goodwill, and assets of any person, firm, or company carrying on or
proposing to carry on any of the businesses which the Company is
authorised to carry on and as part of the consideration for such
acquisition to undertake all or any of the liabilities of such person,
firm or company, or to acquire an interest in, amalgamate with, or
enter into partnership or into any arrangement for sharing profits, or
for co-operation, or for mutual
3
assistance with any such person, firm or company, and to give or
accept, by way of consideration for any of the acts or things
aforesaid or property acquired, any shares, debentures, debenture
stock or securities that may be agreed upon, and to hold and retain,
or sell, mortgage and deal with any shares, debentures, debenture
stock or securities so received.
(f) To improve, manage, construct, repair, develop, exchange, let on lease
or otherwise, mortgage, charge, sell, dispose of, turn to account,
grant licences, options, rights and privileges in respect of, or
otherwise deal with all or any part of the property and rights of the
Company.
(g) To invest and deal with the moneys of the Company not immediately
required in such manner as may from time to time be determined and to
hold or otherwise deal with any investments made.
(h) To lend and advance money or give credit on any terms and with or
without security to any person, firm or company (including without
prejudice to the generality of the foregoing any holding company,
subsidiary or fellow subsidiary of, or any other company associated in
any way with, the Company), to enter into guarantees, contracts of
indemnity and suretyships of all kinds, to receive money on deposit or
loan upon any terms, and to secure or guarantee in any manner and upon
any terms the payment of any sum of money or the performance of any
obligation by any person, firm or company (including without prejudice
to the generality of the foregoing any such holding company,
subsidiary, fellow subsidiary or associated company as aforesaid).
(i) To borrow and raise money in any manner and to secure the repayment of
any money borrowed, raised or owing by mortgage, charge, standard
security, lien or other security upon the whole or any part of the
Company's property or assets (whether present or future), including
its uncalled capital, and also by a similar mortgage, charge, standard
security, lien or security to secure and guarantee the performance by
the Company of any obligation or liability it may undertake or which
may become binding on it.
(j) To draw, make, accept, endorse, discount, negotiate, execute and issue
cheques, bills of exchange, promissory notes, bills of lading,
warrants, debentures, and other negotiable or transferable
instruments.
(k) To apply for, promote, and obtain any Act of Parliament, order, or
licence of the Department of Trade or other authority for enabling the
Company to carry any of its objects into effect, or for effecting any
modification of the Company's constitution, or for any other purpose
which may seem calculated directly or indirectly to promote the
Company's interests, and to oppose any proceedings or applications
which may seem calculated directly or indirectly to prejudice the
Company's interests.
4
(l) To enter into any arrangements with any government or authority
(supreme, municipal, local, or otherwise) that may seem conducive to
the attainment of the Company's objects or any of them, and to obtain
from any such government or authority any charters, decrees, rights,
privileges or concessions which the Company may think desirable and to
carry out, exercise, and comply with any such charters, decrees,
rights, privileges, and concessions.
(m) To subscribe for, take, purchase, or otherwise acquire, hold, sell,
deal with and dispose of, place and underwrite shares, stocks,
debentures, debenture stocks, bonds, obligations or securities issued
or guaranteed by any other company constituted or carrying on business
in any part of the world, and debentures, debenture stocks, bonds,
obligations or securities issued or guaranteed by any government or
authority, municipal, local or otherwise, in any part of the world.
(n) To control, manage, finance, subsidise, co-ordinate or otherwise
assist any company or companies in which the Company bas a direct or
indirect financial interest, to provide secretarial, administrative,
technical, commercial and other services and facilities of all kinds
for any such company or companies and to make payments by way of
subvention or otherwise and any other arrangements which may seem
desirable with respect to any business or operations of or generally
with respect to any such company or companies.
(o) To promote any other company for the purpose of acquiring the whole or
any part of the business or property or undertaking or any of the
liabilities of the Company, or of undertaking any business or
operations which may appear likely to assist or benefit the Company or
to enhance the value of any property or business of the Company, and
to place or guarantee the placing of, underwrite, subscribe for, or
otherwise acquire all or any part of the shares or securities of any
such company as aforesaid.
(p) To sell or otherwise dispose of the whole or any part of the business
or property of the Company, either together or in portions, for such
consideration as the Company may think fit, and in particular for
shares, debentures, or securities of any company purchasing the same.
(q) To act as agents or brokers and as trustees from any person, firm or
company and to undertake and perform sub-contracts.
(r) To remunerate any person, firm or company rendering services to the
Company either by cash payment or by the allotment to him or them of
shares or other securities of the Company credited as paid up in full
or in part or otherwise as may be thought expedient.
5
(s) To pay all or any expenses incurred in connection with the promotion,
formation and incorporation of the Company, or to contract with any
person, firm or company to pay the same, and to pay commissions to
brokers and others for underwriting, placing, selling or guaranteeing
the subscription of any shares or other securities of the Company.
(t) To support and subscribe to any charitable or public object and to
support and subscribe to any institution, society, or club which may
be for the benefit of the Company or its Directors or employees, or
may be connected with any town or place where the Company carries on
business; to give or award pensions, annuities, gratuities, and
superannuation or other allowances or benefits or charitable aid and
generally to provide advantages, facilities and services for any
persons who are or have been Directors of, or who are or have been
employed by, or who are serving or have served the Company, or any
company which is a subsidiary of the Company or the holding company of
the Company or a fellow subsidiary of the Company or the predecessors
in business of the Company or of any such subsidiary, holding or
fellow subsidiary company and to the wives, widows, children, and
other relatives and dependants of such persons; to make payments
towards insurance; and to set up, establish, support and maintain
superannuation and other funds or schemes (whether contributory or
non-contributory) for the benefit of any of such persons and of their
wives, widows, children and other relatives and dependants; and to set
up, establish, support and maintain profit sharing or share purchase
schemes for the benefit of any of the employees of the Company or of
any such subsidiary, holding or fellow subsidiary company and to lend
money to any such employees or to trustees on their behalf to enable
any such purchase schemes to be established or maintained.
(u) Subject to and in accordance with a due compliance with the provisions
of Section 155 to 158 (inclusive) of the Act (if and so far as such
provisions shall be applicable) to give, whether directly or
indirectly, any kind of financial assistance (as defined in Section
152(1)(a) of the Act) for any such purpose as is specified in Section
151(1) and/or Section 1.51(2) of the Act.
(v) To distribute among the Members of the Company in kind any property of
the Company of whatever nature.
(w) To procure the Company to be registered or recognised in any part of
the world.
/*/(x) To dispose of any assets or investments of the Company by way of gift
to any person, firm, company or other body, including gifts to or the
benefit
- --------
/*/ As amended by Special Resolution passed on 22nd December 1989.
6
of employees and/or directors of the Company, without the consent or
sanction of the Members of the Company in general meeting or
otherwise.
(y) To do all or any of the things or matters aforesaid in any part of the
world and either as principals, agents, contractors or otherwise, and
by or through agents, brokers, sub-contractors or otherwise and either
alone or in conjunction with others.
(z) To do all such other things as may be deemed incidental or conducive
to the attainment of the Company's objects or any of them.
AND so that: --
(1) None of the objects set forth in any sub-clause off this Clause shall
be restrictively construed but the widest interpretation shall be
given to each such object, and none of such objects shall, except
where the context expressly so requires, be in any way limited or
restricted by reference to or inference from any other object or
objects set forth in such sub-clause, or by reference to or inference
from the terms of any other sub-clause of this Clause, or by reference
to or inference from the name of the Company.
(2) None of the sub-clauses of this Clause and none of the objects therein
specified shall be deemed subsidiary or ancillary to any of the
objects specified in any other such sub-clause, and the Company shall
have as full a power to exercise each and every one of the objects
specified in each sub-clause of this Clause as though each such
sub-clause contained the objects of a separate Company.
(3) The word "Company" in this Clause, except where used in reference to
the Company, shall be deemed to include any partnership or other body
of persons whether incorporated or incorporated and whether domiciled
in the United Kingdom or elsewhere.
(4) In this Clause the expression "the Act" means the Companies Act 1985,
but so that any reference in this Clause to any provision of the Act
shall be deemed to include a reference to any statutory modification
or re-enactment of that provision for the time being in force.
5. The liability of the Members is limited.
/*/6. The Company's share capital is (pound)200,000 and USS1,741.75 divided
into 200,000 Deferred Shares of (pound)1 each and 174,175 Bearer Ordinary Shares
of US$0.01 each.
- ----------
/*/ By Special Resolution passed on 8th August 1988 the Company increased
its share capital from (pound)1,000 divided into 1,000 Ordinary Shares of
(pound)1 each to (pound)100,000 divided into 100,000 Ordinary shares at (pound)1
each and by Special Resolution passed on
7
We, the subscribers to this Memorandum of Association, wish to be formed into a
Company pursuant to this Memorandum; and fee agree to take the number o(pound)
shares shown opposite our respective names
- ---------------------------------------------------------------------------
Names and address of Subscribers Number of Shares taken by each
Subscriber
- ---------------------------------------------------------------------------
1. Instant Companies Limited - One
2, Baches Street,
London. N1 6UB
2. Swift Incorporations Limited - One
2, Baches Street,
London. N1 6UB
------------------------------
Total shares taken - Two
- ---------------------------------------------------------------------------
Dated this 1st day of October, 1987.
Witness to the above signatures: Terry Jayne,
2, Baches Street,
London. N1 6UB
- --------------------------------------------------------------------------------
16th April 1991 from (pound)100,000 divided into 100,000 Ordinary Shares of
(pound)1 each to (pound)200,000 divided into 200,000 Ordinary Shares of (pound)1
each.
By Special Resolutions passed on 18th June 1993, the Company increased its
share capital from (pound)200,000 to (pound)200,000 and USS1,741.75 by the
creation of 174,175 new Bearer Ordinary Shares of US$0.01 each, and converted
each Ordinary Share of (pound)1 into one Deferred Share of (pound)1.
8
THE COMPANIES ACTS 1985 - 1989
----------
PUBLIC COMPANY LIMITED BY SHARES
----------
ARTICLES OF ASSOCIATION
Of
DANKA UK PLC/*/
(Adopted by Special Resolution passed on 14th February 1990 and as amended by
Special Resolutions passed on 10th May 1991 and 18th June 1993)
PRELIMINARY
-----------
1. The regulations contained in Table A in the Companies (Tables A-F)
Regulations 1985 as amended by the Companies (Tables A-F) Amendment Regulations
1985 (such Table being hereinafter called "Table A") shall apply to the Company
save in so far as they are excluded or varied hereby, that is to say Clauses 24,
64, 73 to 81 (inclusive), 87, 94, 95 and 97 in Table A shall not apply to the
Company, and in addition to the remaining Clauses in Table A as varied by these
Articles, the following shall be the regulations of the Company.
2. Words and expressions defined in Table A shall have the same meanings
when used in these Articles.
SHARE CAPITAL
-------------
/**/3. The share capital of the Company at the date of the adoption of these
Articles is (pound)200,000 and $1,741.75 divided into 200,000 Deferred Shares of
(pound)1 each and 174,175 Bearer Ordinary Shares of US$0.01 each
- ----------
/*/ The name of the Company was changed on 21st June, 1993 from "Saint Group
PLC" to Danka UK PLC".
/**/ By Special Resolution passed on 16th April 1991 the Company increased its
share capital from (pound)100,000 divided into 100,000 Ordinary Shares of
(pound)1 each to (pound)200,000 divided into 200,000 Ordinary Shares of (pound)1
each. By further Special Resolutions passed on 18th June 1993 the Company
Increased its share capital from (pound)200,000 to (pound)200,000 and
US$51,741.75 by the creation of 174,175 new Bearer Ordinary Shares of US$0.01
each, and converted each Ordinary Share of (pound)1 each into one Deferred Share
of (pound)1 each having the rights and being subject to the restrictions set out
is these Articles of Association.
9
TRANSFER OF SHARES
------------------
4. The Directors may, in their absolute discretion and without assigning
any reason therefore, decline to register any transfer of any share, whether or
not it is a fully paid share.
5. Every transfer of a share shall: --
(a) be lodged at the office or at such other place as the Directors may
appoint and be accompanied by the certificate for the shares to which
it relates and such other evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer;
(b) be in respect of only one class of shares; and
(c) be in favour of not more than four transferees.
GENERAL MEETINGS
----------------
6. Clause 40 of Table A shall apply to the Company as if there were added
at the end thereof the words "provided that in the case of a separate meeting of
the holders of any class of shares all of which are registered in the name of
one person that person present in person or by proxy shall constitute a quorum".
7. A member holding more than one share in the Company may appoint
different proxies in respect of different shares held by him to attend on any
occasion or to do any act which a proxy may attend or do on his behalf but not
more than one proxy shall be appointed in respect of each share. Where a member
appoints more than one proxy he shall state in each instrument of appointment
the number of shares in respect of which the proxy thereby appointed is
appointed. Clause 59 of Table A shall be modified accordingly.
DIRECTORS
---------
8. Unless and until otherwise determined by the Company in General
Meeting the number of Directors shall not be less than two nor more than twelve.
A Director shall not be required to hold any share qualification,
9. The Directors shall be appointed in writing by the holder or holders
of a majority in nominal value of the shares in the capital of the Company for
the time being issued, other than non-voting shares, and such holder or holders
may at any time and from time to time (subject to any maximum or minimum number
of Directors permitted by or pursuant to these Articles) by notice in writing
appoint any person to be a Director or remove any Director (whether or not in
office at the time when these Articles were adopted) with or without appointing
another Director in his place. Every such appointment or removal shall be in
writing signed by the person or persons making the same (or where any such
person is a corporation by any officer duly authorised on behalf
10
of such corporation) and left at the registered office of the Company and shall
take effect upon being so left.
10. In Clause 90 of Table A the words "of filling vacancies or" shall be
omitted.
11. (1) The Directors may procure the establishment and maintenance of
any non-contributory or contributory pension or superannuation funds or life
insurance schemes for the benefit of, and the grant of donations, gratuities,
pensions, allowances, emoluments or benefits to any persons who are or shall
have been at any time Directors or officers of or in the employment or service
in any capacity of the Company, or of any subsidiary company of the Company or
of the predecessors in business of the Company or any subsidiary company and the
wives, widows, widowers, families or dependents of any such persons.
(2) The Directors may also procure the establishment and subsidy of
or subscriptions to any institutions, associations, clubs or funds calculated to
be for the benefit of or to advance the interest and well-being of the Company
or of any such other company as aforesaid or of any such person as aforesaid,
and may make payments for or towards the insurance of any such persons as
aforesaid, and subscriptions or guarantees of money for charitable or benevolent
objects or for any exhibition or for any public, general or useful object so far
as the same are within the Company's objects as stated in its Memorandum of
Association.
(3) The Directors may procure any of the matters aforesaid to be
done by the Company either alone or in conjunction with any such company as
aforesaid.
12. Any Director may continue to be or become a Director of, or hold any
other office or place of profit under any other company in which the Company may
be interested, and no such Director shall be accountable for any remuneration,
salary, profit or other benefits received by him as a Director of, or holder of
any other office or place of profit under, or member of, any such other company.
The Directors may exercise the voting power conferred by the shares in any
company held or owned by the Company in such manner in all respects as they
think fit (including the exercise thereof in favour of any resolution appointing
themselves or any of them as Directors of such company, or voting or providing
for the payment of remuneration to the Directors of such company) and any
Director of the Company may vote in favour of the exercise of such voting rights
in manner aforesaid notwithstanding that he may be, or be about to be appointed,
a Director of such other company, and as such is or may become interested in the
exercise of such voting rights in manner aforesaid.
11
MANAGING AND OTHER EXECUTIVE DIRECTORS
--------------------------------------
13. The Directors may from time to time appoint one or more of their
number to the office of managing Director for such period and on such terms as
they think fit and, subject to the terms of any agreement entered into in any
particular case, may revoke such appointment. The appointment of any such
managing Director shall be automatically determined if he ceases from any cause
to be a Director Clause 84 of Table A so far as it relates to a managing
Director shall not apply.
14. The remuneration of a managing Director or any Director who may be
appointed to any other office in the management of the business of the Company
shall from time to time (subject to the provisions of any agreement between him
and the Company) be fixed by the Directors, and may be by way of fixed salary,
or commission on the profit, dividends or turnover of the Company or of any
other company in which the Company is interested or other participation in any
such profits, or by way of retiring salary or provision for a pension or
pensions for himself or his dependents, or by all or any of those modes, and
(subject as aforesaid) the remuneration so fixed shall be additional to any
remuneration to which he may be entitled as a Director of the Company.
ALTERNATE DIRECTORS
-------------------
15. Every instrument appointing an alternate Director within Clauses 65 to
69 of Table A shall, as nearly as circumstances will admit, be in the following
form or to the effect following: --
"I _______________ a Director _____________ of Limited in pursuance of the
power in that behalf contained in Table A as incorporated into the Articles
of Association of the Company, do hereby nominate and appoint ___________
of ______________ to act as alternate Director in my place at any meeting
of the Directors which I am unable to attend, and to exercise all my duties
as a Director of the Company
As witness my hand this ____________ day of ______ 19 ".
DIRECTORS' EXPENSES
-------------------
16. Clause 83 of Table A shall apply to the company as if the word "shall"
was substituted for the word "may" therein.
POWERS AND DUTIES OF DIRECTORS
------------------------------
17. Clause 85 of Table A shall apply to the Company as if there were added
at the end thereof the following: --
"(d) may vote as a Director on any resolution concerning any such
transaction or arrangement and it he shall so vote his vote shall be
counted; and
12
(e) shall be counted in the quorum present at a meeting when any such
transaction or arrangement is under consideration".
DISQUALIFICATION OF DIRECTORS
-----------------------------
18. The Office of a Director shall be vacated: --
(a) if by notice in writing to the Company he resigns the office of
Director;
(b) if he becomes bankrupt or enters into any arrangement with his
creditors;
(c) if he ceases to be a Director by virtue of any provision of the Act or
he becomes prohibited by law from being a Director;
(d) it he is, or may be, suffering from mental disorder and either
(i) he is admitted to hospital in pursuance 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 1960; 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 receiver,
curator bonis or other person to exercise powers with respect to
his property or affairs; or
(e) if he is removed from office by notice pursuant to Article 9 hereof.
/*/19 (1) The Directors may establish any divisional board, local board,
management committee, executive committee, managers, agency or other boards or
committees of whatever title (all, of which are hereinafter referred to as
"Divisional Boards") for managing any of the affairs of the Company either in
the United Kingdom or elsewhere and any appoint any person in the full-time or
part-time employment of the Company or of any holding company of the Company or
of any subsidiary company of such holding company (such companies being
hereinafter collectively referred to as "Associated Companies") to be a member
of such Divisional Boards and may fix his remuneration and may delegate (subject
as hereinafter provided) to any Divisional Board any of the powers, authorities
and discretions vested in the Directors with power to sub-delegate and may
authorise the members of any Divisional Board or any of them to fill any
vacancies therein and to act notwithstanding vacancies and any such appointment
or delegation may be made upon such terms and subject to such conditions as the
Directors may think fit and the Directors may remove any person so appointed and
may annul and vary any such delegation but no person dealing in good faith and
without notice of any
- ----------
/*/ Added by Special Resolution passed on 10th May 1991.
13
such annulment or variation shall be affected thereby. The Directors may from
time to time specify the powers and duties of such Divisional Boards provided
that:
(a) such Divisional Boards shall at all times be responsible and report to
the Directors of the Company; and
(b) a Divisional Board may with the consent of the Directors appoint a
chairman who shall he entitled with the like consent to use the title
"Divisional Chairman" or such other title as the Directors may from
time to time approve; and
(c) minutes of all proceedings at meetings of any Divisional Board shall
be maintained and such minutes shall at all times be open for
inspection by any Director of the Company.
19. (2) The Directors may from time to time appoint any person (not
being a Director of the Company) who is in the full-time or part-time employment
of the Company or an Associated Company to be a "Divisional Director" or a
"Divisional Managing Director" or a "Regional Director" or an "Associate
Director" of the Company or to hold such other title or titles incorporating the
word "Director" as the Directors shall, from time to time, determine (such
appointment being hereinafter referred to as "Divisional Director") on such
terms as the Directors shall, in their absolute discretion, think fit and the
Directors may, at the like discretion, at any time terminate the appointment of
any Divisional Director. Any person so appointed as a Divisional Director shall
not be a Director of the Company for any of the purposes of the Companies Act
1985.
19. (3) Without prejudice to the generality of Article 19(1): --
(a) A Divisional Director shall not have any of the powers or be subject
to any of the duties of a Director save insofar as specific powers or
duties may be vested in or delegated to him by the Directors.
(b) A Divisional Director shall not be entitled to have access to the
books of the Company and shall not be entitled to receive notice of or
to attend or vote at meetings of the Directors. A Divisional Director
may attend any meeting of the Directors by invitation of the Directors
but a Divisional Director shall not be included in the number required
to form a quorum.
(c) A Divisional Director shall not be required to hold any share
qualification and shall not be entitled to any remuneration pursuant
to Clause 82 of Table A.
(d) The appointment of any person as a Division Director shall not (unless
otherwise agreed between him and the Company) affect the existing
terms and conditions of employment, remuneration, retirement benefits,
pension or other rights or duties of such person.
14
(e) The Office of a Divisional Director shall be vacated automatically in
the event of his ceasing to be employed for any reason by the Company
or by an Associated Company or in the event of his appointment being
terminated by the Directors in accordance with the provisions of
Clause 19(1) above.
(f) The Directors may enter into any contract and transact any business
without the knowledge or approval of any Divisional Directors provided
that no transaction shall be carried out which would impose any
personal liability on all or any of the Divisional Directors for the
time being either under the Companies Att 1985 or otherwise except
with their or his consent.
(g) The expressions "Director", "a Director" and "the Directors" in these
Articles (including Table A) shall not mean or include a Divisional
Director or Divisional Directors.
SHARE WARRANTS TO BEARER
------------------------
/*/20. (1) Subject to the provisions hereinafter contained the Company
may issue Share warrants with respect to any shares which are fully paid up upon
a request in writing by the person registered as the holder of such shares.
The request shall be in such form, and authenticated by such Statutory
Declaration or other evidence as to the identity of the person making the same
as the Directors shall from time to time require.
(2) Before the issue of a Share Warrant, the Certificate (if any)
for the shares intended to be included in it shall be delivered up to the
Directors.
(3) Share Warrants shall be issued under the Common Seal of the
Company or, if the Directors so resolve, in such other manner having the same
effect as if issued under the Common Seal of the Company, and shall state that
the bearer is entitled to the shares therein specified.
(4) The bearer for the time being of a Share Warrant shall,
subject to these Articles, be deemed to be a member of the Company and shall be
entitled to the same rights and privileges as he would have had if his name had
been included in the register of members as the holder of the shares specified
in such Share Warrant.
(5) The shares included in any Share Warrant shall be transferred
by delivery of the Share Warrant without any written transfer and without
registration, and the provisions in these Articles with respect to the transfer
and transmission of and to the lien of the Company on shares shall not apply to
shares so included.
- ----------
/*/ Articles 20 to 24 (inclusive) were added by Special Resolution passed on
both June, 1993.
15
(6) No person shall as bearer of a Share Warrant be entitled to
attend or vote or exercise in respect thereof any of the rights of a member at
any general meeting of the Company or sign any requisition for or give notice of
intention Co submit a resolution to a meeting, or to sign any written resolution
of the Company unless three days at least (or such lesser period as the
Directors shall specify) before the day appointed for the meeting in the first
case, and unless before the requisition or notice is left at the registered
office, in the second case, or before he signs the written resolution in the
third case, he shall have deposited the Share Warrant in respect of which he
claims to act, attend or vote as aforesaid at the registered office for the time
being of the Company or such other place as the Directors appoint, together with
a statement in writing of his name and address, and unless the Share Warrant
shall remain so deposited until after the Meeting or any adjournment thereof
shall have been held or, in the case of a written resolution, the same shall
have been signed. Not more than one name shall be received as that of the holder
of a Share Warrant.
(7) There shall be delivered to the person so depositing a Share
Warrant a certificate stating his name and address and describing the shares
represented by the Share Warrant so deposited by him, and such certificate shall
entitle him, or his proxy duly appointed, to attend and vote at any general
meeting or to sign any written resolution in the same way as if he were the
registered holder of the shares specified in the certificate. Upon delivery up
of the said certificate to the Company, the Share Warrant in respect whereof it
shall have been given shall be returned.
(8) No person as bearer of any Share Warrant shall be entitled to
exercise any of the rights of a member (save as hereinbefore expressly provided
in respect of general meetings) without producing such Share Warrant and stating
his name and address, and (if and when the Directors so require) permitting an
endorsement to be made thereon of the fact, date, purpose and consequence of its
production.
(9) The Directors shall provide as from time to time they shall
think fit for the issue to the bearers for the time being of Share Warrants of
coupons payable to bearer providing for the payment of the dividends upon and in
respect of the shares represented by the Share Warrants. Every such coupon shall
be distinguished by the number of the Share Warrant in respect of which it is
issued, and by a number showing the place it holds in the series of coupons
issued in respect of that Share Warrant.
(10) Upon any dividend being declared to be payable upon the shares
specified in any Share Warrant, the Directors shall give notice to the members
in accordance with these Articles, stating the amount per share payable, date of
payment, and the serial number of the coupon to be presented and thereupon any
person presenting and delivering up a coupon of that serial number at the place,
or one of the places, stated in the coupon, or in the said notice, shall be
entitled to receive at the expiration of such number of days (not exceeding 14)
after so delivering it up as the Directors shall from time to direct the
dividend payable on the shares specified in the Share Warrant to which the said
coupon shall belong, according to the notice which shall have been so given.
16
(11) The Company shall be entitled to recognise an absolute right in
the bearer for the time being of any coupons of which notice has been given as
aforesaid for payment to such amount of dividend on the Share Warrant whereto
the said coupon shall belong as shall have been as aforesaid declared payable
upon presentation and delivery of the coupon, and the delivery of such coupon
shall be a good discharge to the Company accordingly.
(12) If any Share Warrant or coupon be worn out or defaced the
Directors may, upon the surrender thereof for cancellation, issue a new one in
its stead, and if any Share Warrant or coupon be lost or destroyed, the
Directors may, upon the loss or destruction being established to their
satisfaction, and upon such indemnity being given to the Company as they shall
think adequate, issue a new one in its stead. In case of loss or destruction the
bearer to whom such new Share Warrant or coupon is issued shall also bear and
pay to the Company all expenses incidental to the investigation by the Company
of evidence of such loss or destruction and to such indemnity.
(13) If the bearer of any Share Warrant shall surrender it together
with all coupons belonging thereto for cancellation and shall lodge therewith at
the registered office for the time being of the Company a declaration in
writing, signed by him, in such form and authenticated in such manner as the
Directors shall from time to. time direct, requesting to be registered as a
member in respect of the shares specified in such Share Warrant, and stating in
such declaration his name and address, he shall be entitled to have his name
entered as a registered member of the Company in respect of the shares specified
in the Share Warrant so surrendered, but the Company shall not be responsible
for any loss incurred by any person by reason of the Company entering in the
Register upon the surrender of a Share Warrant the name of any person not the
true and lawful owner of the Share Warrant surrendered.
(14) Clause 5 of Table A shall be read and construed as if at the end
of such Clause there were added the words "or, in the case of a Share Warrant,
in the bearer of the Warrant for the time being".
(15) Clause 29 of Table A shall be read and construed as if the word
"registered" appeared before the word "member" in the first line of such clause.
(16) Clause 30 of Table A shall be read and construed as if the word
"registered" appeared before the word "share" in the first line of such Clause.
21. A notice may be given by the Company to the holder of a Share Warrant
to the address supplied by him by notice in writing to the Company from time to
time for the giving of notice to him. Any notice to the Company supplying a new
address for the giving of notices by the Company shall be accompanied by the
Share Warrant which shall be cancelled and a new Share Warrant shall be issued
having endorsed thereon the address to which future notices by the Company to
the holder of the Share Warrant may be given.
17
22. The Directors may from time to time require any holder of a Share
Warrant who gives, or has given, an address at which notices may be served on
him, to produce his Share Warrant and to satisfy them that he is, or is still,
the holder of the Share Warrant in respect of which he gives or gave the
address.
23. Any notice required to be given by the Company to the members, or any
of them, and not expressly provided for by these Articles, or any Notice which
cannot be served in the manner so provided, shall be sufficiently given by
advertising the same once in the London Gazette.
DEFERRED SHARES
---------------
24. (1) Income and Capital
(a) Save as provided in paragraph (b) below, the holders of Deferred
Shares shall not be entitled to any participation in the profits or
the assets of the company.
(b) On a winding-up of the Company, the holders of Deferred Shares shall
be entitled out of the surplus assets of the Company to the return of
the nominal capital paid up on the Deferred Shares held by them after
the holders of every other class of shares in the capital of Company
shall have received the sum of (pound)10 million in respect of each
share (other than Deferred Shares) held by them.
24. (2) Voting
None of the Deferred Shares shall carry any right to receive notice of
or attend and vote at any general meeting of the Company.
25. (3) Repurchase
Notwithstanding any other provision of these Articles, subject to the
Companies Act 1985 the Company shall have the power and authority at any time
prior to the expiration of 18 months from the date of adoption of this Article
or at such other time as may be specified by special resolution of the Company
to purchase all or any of the Deferred Shares for an aggregate consideration of
(pound)1 which shall be applied for the benefit of the Company.
18
- --------------------------------------------------------------------------------
COMPANIES FORM NO. 123
Notice of increase
in nominal capital
- --------------------------------------------------------------------------------
Please do not Pursuant to section 123 of the Companies Act 1985
write in the
margin
- --------------------------------------------------------------------------------
Please complete To the Registrar For Official Use Company number
legibly, of Companies 2199112
preferably in
black type, or
bold block
lettering
- --------------------------------------------------------------------------------
Name of company
- --------------------------------------------------------------------------------
Insert full name DANKA UK PLC (FORMERLY SAINT GROUP PLC)
of company
- --------------------------------------------------------------------------------
gives notice in accordance with section 123 of the above Act
that by resolution of the company dated 18th JUNE 1993 the
nominal capital of the company has been Increased by
US$1,741.75 beyond the registered capital of (pound)
200, 000
- --------------------------------------------------------------------------------
The copy must be A copy of the resolution authorising the increase is
printed on in attached . The conditions (e.g. voting rights, dividend
some other form rights, winding-up rights etc.) subject to which the new
approved by the shares have been or are to be issued are as follows:
registrar
The conditions subject to which new bearer ordinary shares
of US$(0.07) have been created are contained in the Articles
of Association of the Company.
Please tick here if
Continued overleaf [ ]
- --------------------------------------------------------------------------------
Directors, Signed Designations Date
Secretary, /s/ M.A. Rand Secretary 8th July 1993
Administrator, ------------------------------------------------------------
Administrative
Receivor of
Revolver
(Scotland) as
appropriate
- --------------------------------------------------------------------------------
Presentor's name, address For official use
and reference (if any):
ASHURST MORRIS CRISP General section Post room
BROADWALK HOUSE
5 APOLLO STREET
LONDON EC2A 2HA
(REF: JHP)
- --------------------------------------------------------------------------------
19
THE COMPANIES ACTS 1985 - 1989
----------
PUBLIC COMPANY LIMITED BY SHARES
----------
ARTICLES OF ASSOCIATION
OF DANKA UK PLC/1/
PRELIMINARY
-----------
1. The regulations contained in Table A in the Companies (Tables A-F)
Regulations 1985 as amended by the Companies (Tables A-F) Amendment
Regulations 1985 (such Table being hereinafter called "Table A") shall
apply to the Company save in so far as they are excluded or varied hereby;
that is to say Clauses 24, 64, 73 to 81 (inclusive), 87, 94, 95 and 97 in
Table A shall not apply to the Company; and in addition to the remaining
Clauses in Table A as varied by these Articles, the following shall be the
regulations of the Company.
2. Words and expressions defined in Table A shall have the same meanings when
used in these Articles.
SHARE CAPITAL
-------------
3. The share capital of the Company at the date of the adoption of these
Articles is (pound)200,000 and $1,741.75 divided into 200,000 Deferred
Shares of (pound)1 each and 174,175 Bearer Ordinary Shares of US$0.01
each/2/
TRANSFER OF SHARES/3/
---------------------
4. The pre-emption rights of section 89(1) of the Act do not apply to any
allotment of the Company's equity securities.
- ----------
/1/ The name of the Company was change on 21/st/ June 1993 from Saint Group PLC"
to "Danka UK PLC".
/2/ By Special Resolution passed on 16/th/ April 1991 the Company increased its
share capital from 100,000 divided into 100,000 Ordinary Shares of (pound)1 each
to (pound)200,000 divided into 200,000 Ordinary Shares of (pound)1 each. By
further Special Resolutions passed on 18/th/ June 1993 the Company increased its
share capital from (pound)200,000 to (pound)200,000 and US$1,741.75 by the
creation of 174,175 new Bearer Ordinary Shares of US$0.01 each, and converted
each Ordinary Shares of (pound)1 each into one Deferred Share of (pound)1 each
having the rights and being subject to the restrictions set out in these
Articles of Association.
/3/ Articles 4, 5 and 6 were inserted by special resolution passed on 23/rd/
August 2001.
5. Subject to article (6) the directors may, in their absolute discretion and
without giving any reason, refuse to register the transfer of a share to
any person, whether or not it is a fully-paid share or a share on which the
Company has a lien.
6. Notwithstanding anything contained in these articles, the directors shall
not decline to register any transfer of shares where such transfer is
executed by or in favour of any bank or institution to whom such shares
have been charged or mortgaged (or by or in favour of any nominee of such
bank or institution) nor may the directors suspend registration of any
member which is a bank or institution (or nominee thereof) to whom such
shares have been charged or mortgaged. A certificate by any official of
such bank or institution that the relevant shares are charged or mortgaged
shall be conclusive evidence of that fact.
7. Every transfer of a share shall:
(a) be lodged at the office or at such other place as the Directors may
appoint and be accompanied by the certificate for the shares to which
it relates and such other evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer;
(b) be in respect of only one class of shares; and
(c) be in favour of not more than four transferees.
GENERAL MEETINGS
----------------
8. Clause 40 of Table A shall apply to the Company as if there were added at
the end thereof the words "provided that in the case of a separate meeting
of the holders of any class of shares all of which are registered in the
name of one person that person present in person or by proxy shall
constitute a quorum".
9. A member holding more than one share in the Company may appoint different
proxies in respect of different shares held by him to attend on any
occasion or to do any act which a proxy may attend or do on his behalf but
not more than one proxy shall be appointed in respect of each share. Where
a member appoints more than one proxy he shall state in each instrument of
appointment the number of shares in respect of which the proxy thereby
appointed is appointed. Clause 59 of Table A shall be modified accordingly.
DIRECTORS
---------
10. Unless and until otherwise determined by the Company in General Meeting the
number of Directors shall not be less than two nor more than twelve. A
Director shall not be required to hold any share qualification.
11. The Directors shall be appointed in writing by the holder or holders of a
majority in nominal value of the shares in the capital of the Company for
the time being issued, other than non-voting shares, and such holder or
holders may at any time
2
and from time to time (subject to any maximum or minimum number of
Directors permitted by or pursuant to these Articles) by notice in writing
appoint any person to be a Director or remove any Director (whether or not
in office at the time when these Articles were adopted) with or without
appointing another Director in his place. Every such appointment or removal
shall be in writing signed by the person or persons making the same (or
where any such person is a corporation by any officer duly authorised on
behalf of such corporation) and left at the registered office of the
Company and shall effect upon being so left.
12. In Clause 90 of Table A the words "of filling vacancies or" shall be
omitted.
13. (1) The Directors may procure the establishment and maintenance of any
noncontributory or contributory pension or superannuation funds or life
insurance schemes for the benefit of, and the grant of donations,
gratuities, pensions, allowances, emoluments or benefits to any persons who
are or shall have been at any time Directors or officers of or in the
employment or service in any capacity of the Company, or of any subsidiary
company of the Company or of the predecessors in business of the Company or
any subsidiary company and the wives, widows, widowers, families or
dependants of any such persons.
(2) The Directors may also procure the establishment and subsidy of or
subscriptions to any institutions, associations, clubs or funds calculated
to be for the benefit of or to advance the interest and well-being of the
Company or of any such other company as aforesaid or of any such person as
aforesaid, and may make payments for or towards the insurance of any such
persons as aforesaid, and subscriptions or guarantees of money for
charitable or benevolent objects or for any exhibition or for any public,
general or useful object so far as the same are within the Company's
objects as stated in its Memorandum of Association.
(3) The Directors may procure any of the matters aforesaid to be done
by the Company either alone or in conjunction with any such company as
aforesaid.
14. Any Director may continue to be or become a Director of, or hold any other
office or place of profit under any other company in which the Company may
be interested, and no such Director shall be accountable for any
remuneration, salary, profit or other benefits received by him as a
Director of, or holder of any other office or place of profit under, or
member of, any such other company. The Directors may exercise the voting
power conferred by the shares in any company held or owned by the Company
in such manner in all respects as they think fit (including the exercise
thereof in favour of any resolution appointing themselves or any of them as
Directors of such company, or voting or providing for the payment of
remuneration to the Directors of such company) and any Director of the
Company may vote in favour of the exercise of such voting rights in manner
aforesaid notwithstanding that he may be, or be about to be appointed, a
Director of such other company, and as such is or may become interested in
the exercise of such voting rights in manner aforesaid.
3
15. A director or his alternate may validly participate in a meeting of the
directors or a committee of directors through the medium of conference
telephone or similar form of communication equipment 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. Subject to the Act, all business transacted in this way by the
directors or a committee of directors is for the purposes of the articles
deemed to be validly and effectively transacted at a meeting of the
directors or of a committee of directors although fewer than two directors
or alternate directors are physically present at the same place. 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./4/
MANAGING AND OTHER EXECUTIVE DIRECTORS
--------------------------------------
16. The Directors may from time to time appoint one or more of their number to
the office of managing Director for such period and on such terms as they
think fit and, subject to the terms of any agreement entered into in any
particular case, may revoke such appointment. The appointment of any such
managing Director shall be automatically determined if he ceases from any
cause to be a Director. Clause 84 of Table A so far as it relates to a
managing Director shall not apply.
17. The remuneration of a managing Director or any Director who may be
appointed to any other office in the management of the business of the
Company shall from time to time (subject to the provisions of any agreement
between him and the Company) be fixed by the Directors, and may be by way
of fixed salary, or commission on the profit, dividends or turnover of the
Company or of any other company in which the Company is interested or other
participation in any such profits, or by way of retiring salary or
provision for a pension or pensions for himself or his dependants, or by
all or any of those modes, and (subject as aforesaid) the remuneration so
fixed shall be additional to any remuneration to which he may be entitled
as a Director of the Company.
ALTERNATE DIRECTORS
-------------------
18. Every instrument appointing an alternate Director within Clauses 65 to 69
of Table A shall, as nearly as circumstances will admit, be in the
following form or to the effect following:
"I ___________ a Director of __________ Limited in pursuance of the power
in that behalf contained in Table A as incorporated into the __________
Articles of Association of the Company, do hereby nominate and appoint of
to act as alternate Director in my place at any meeting of the Directors
which I am unable
- ----------
/4/ Article 15 was inserted by special resolution passed on 23/rd/ August 2001.
4
to attend, and to exercise all my duties as a Director of the Company. As
witness my hand this day of _________ 19 _________ ".
DIRECTORS' EXPENSES
-------------------
19. Clause 83 of Table A shall apply to the Company as if the word "shall" was
substituted for the word "may" therein.
POWERS AND DUTIES OF DIRECTORS
------------------------------
20. Clause 85 of Table A shall apply to the Company as if there were added at
the end thereof the following: --
"(d) may vote as a Director on any resolution concerning any such
transaction or arrangement and if he shall so vote his vote shall be
counted; and
(e) shall be counted in the quorum present at a meeting when any such
transaction or arrangement is under consideration".
DISQUALIFICATION OF DIRECTORS
-----------------------------
21. The Office of a Director shall be vacated:
(a) if by notice in writing to the Company he resigns the office of
Director;
(b) if he becomes bankrupt or enters into any arrangement with his
creditors;
(c) if he ceases to be a Director by virtue of any provision of the Act or
he becomes prohibited by law from being a Director;
(d) if he is, or may be, suffering from mental disorder and either:
(i) he is admitted to hospital in pursuance 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 1960; 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 receiver,
curator bonis or other person to exercise powers with respect to
his property or affairs; or
(e) if he is removed from office by notice pursuant to Article 9 hereof.
22. (1) The Directors may establish any divisional board, local board,
management committee, executive committee, managers, agency or other boards
or committees of whatever title (all of which are hereinafter referred to
as "Divisional Boards") for managing any of the affairs of the Company
either in the
5
United Kingdom or elsewhere and may appoint any person in the full-time or
part-time employment of the Company or of any holding company of the
Company or of any subsidiary company of such holding company (such
companies being hereinafter collectively referred to as "Associated
Companies") to be a member of such Divisional Boards and may fix his
remuneration and may delegate (subject as hereinafter provided) to any
Divisional Board any of the powers, authorities and discretions vested in
the Directors with power to sub-delegate and may authorise the members of
any Divisional Board or any of them to fill any vacancies therein and to
act notwithstanding vacancies and any such appointment or delegation may be
made upon such terms and subject to such conditions as the Directors may
think fit and the Directors may remove any person so appointed and may
annul and vary any such delegation but no person dealing in good faith and
without notice of any such annulment or variation shall be affected
thereby. The Directors may from time to time specify the powers and duties
of such Divisional Boards provided that:
(a) such Divisional Board shall at all times be responsible and report to
the Directors of the Company; and
(b) a Divisional Board may with the consent of the Directors appoint a
chairman who shall be entitled with the like consent to use the title
"Divisional Chairman" or such other title as the Directors may from
time to time approve; and
(c) minutes of all proceedings at meetings of any Divisional Board shall
be maintained and such minutes shall at all times be open for
inspection by any Director of the Company.
22. (2) The directors may from time to time appoint any person (not being
a Director of the Company) who is in the full-time or part-time employment
of the Company or an Associated Company to be a "Divisional Director" or a
"Divisional Managing Director" or a "Regional Director" or an "Associate
Director" of the Company or to hold such other title or titles
incorporating the word "Director" as the Directors shall, from time to
time, determine (such appointment being hereinafter referred to as
"Divisional Director") on such terms as the Directors shall, in their
absolute discretion, think fit and the Directors may, at the like
discretion, at any time terminate the appointment of any Divisional
Director. Any person so appointed as a Divisional Director shall not be a
Director of the Company for any of the purposes of the Companies
Act 1985./5/
22. (3) Without prejudice to the generality of Article 19(1):
- ----------
/5/ Article 22 was inserted by special resolution passed on 10/th/ May 2001.
6
(a) A Divisional Director shall not have any of the powers or be subject
to any of the duties of a Director save insofar as specific powers or
duties may be vested in or delegated to him by the Directors.
(b) A Divisional Director shall not be entitled to have access to the
books of the Company and shall not be entitled to receive notice of or
to attend or vote at meetings of the Directors. A Divisional Director
may attend any meeting of the Directors by invitation of the Directors
but a Divisional Director shall not be included in the number required
to form a quorum.
(c) A Divisional Director shall not be required to hold any share
qualification and shall not be entitled to any remuneration pursuant
to Clause 82 of Table A.
(d) The appointment of any person as a Divisional Director shall not
(unless otherwise agreed between him and the Company) affect the
existing terms and conditions of employment, remuneration, retirement
benefits, pension or other rights or duties of such person.
(e) The office of a Divisional Director shall be vacated automatically in
the event of his ceasing to be employed for any reason by the Company
or by an Associated Company or in the event of his appointment being
terminated by the Directors in accordance with the provisions of
Clause 19(1) above.
(f) The Directors may enter into any contract and transact any business
without the knowledge or approval of any Divisional Directors provided
that no transaction shall be carried out which would impose any
personal liability on all or any of the Divisional Directors for the
time being either under the Companies Act 1985 or otherwise except
with their or his consent.
(g) The expressions "Director", "a Director" and "the Directors" in these
Articles (including Table A) shall not mean or include a Divisional
Director or Divisional Directors.
SHARE WARRANTS TO BEARER/6/
---------------------------
23. (1) Subject to the provisions hereinafter contained the Company may issue
Share Warrants with respect to any shares which are fully paid up upon a
request in writing by the person registered as the holder of such shares.
The request shall be in such form, and authenticated by such Statutory
Declaration or other evidence as to the identity of the person making the
same as the Directors shall from time to time require.
(1) Before the issue of a Share Warrant, the Certificate (if any) for the
shares intended to be included in it shall be delivered up to the
Directors.
7
(2) Share Warrants shall be issued under the Common Seal of the Company
or, if the Directors so resolve, in such other manner having the same
effect as if issued under the Common Seal of the Company, and shall state
that the bearer is entitled to the shares therein specified.
(3) The bearer for the time being of a Share Warrant shall, subject to
these Articles, be deemed to be a member of the Company and shall be
entitled to the same rights and privileges as he would have had if his name
had been included in the register of members as the holder of the shares
specified in such Share Warrant.
(4) The shares included in any Share Warrant shall be transferred by
delivery of the Share Warrant without any written transfer and without
registration, and the provisions in these Articles with respect to the
transfer and transmission of and to the lien of the Company on shares shall
not apply to shares so included.
(5) No person shall as bearer of a Share Warrant be entitled to attend or
vote or exercise in respect thereof any of the rights of a member at any
general meeting of the Company or sign any requisition for or give notice
of intention to submit a resolution to a meeting, or to sign any written
resolution of the Company unless three days at least (or other lesser
period as the Directors shall specify) before the day appointed for the
meeting in the first case, and unless before the requisition or notice is
left at the registered office, in the second case, or before he signs the
written resolution in the third case, he shall have deposited the Share
Warrant in respect of which he claims to act, attend or vote as aforesaid
at the registered office for the time being of the Company or such other
place as the Directors appoint, together with a statement in writing of his
name and address, and unless the Share Warrant shall remain so deposited
until after the Meeting or any adjournment thereof shall have been held or,
in the case of a written resolution, the same shall have been signed. Not
more than one name shall be received as that of the holder of a Share
Warrant.
(6) There shall be delivered to the person so depositing a Share Warrant a
certificate stating his name and address and describing the shares
represented by the Share Warrant so deposited by him, and such certificate
shall entitle him, or his proxy duly appointed, to attend and vote at any
general meeting or to sign any written resolution in the same way as if he
were the registered holder of the shares specified in the certificate. Upon
delivery up of the said certificate to the Company, the Share Warrant in
respect whereof it shall have been given shall be returned.
(7) No person as bearer of any Share Warrant shall be entitled to exercise
any of the rights of a member (save as hereinbefore expressly provided in
respect of general meetings) without producing such Share Warrant and
stating his name and address, and (if and when the Directors so require)
permitting an endorsement to be made thereon of the fact, date, purpose and
consequence of its production.
8
(8) The Directors shall provide as from time to time they shall think fit
for the issue to the bearers for the time being of Share Warrants of
coupons payable to bearer providing for the payment of the dividends upon
and in respect of the shares represented by the Share Warrants. Every such
coupon shall be distinguished by the number of the Share Warrant in respect
of which it is issued, and by a number showing the place it holds in the
series of coupons issued in respect of that Share Warrant.
(9) Upon any dividend being declared to be payable upon the shares
specified in any Share Warrant, the Directors shall give notice to the
members in accordance with these Articles, stating the amount per share
payable, date of payment, and the serial number of the coupon to be
presented and thereupon any person presenting and delivering up a coupon of
that serial number at the place, or one of the places, stated in the
coupon, or in the said notice, shall be entitled to receive at the
expiration of such number of days (not exceeding 14) after so delivering it
up as the Directors shall from time to time direct the dividend payable on
the shares specified in the Share Warrant to which the said coupon shall
belong, according to the notice which shall have been so given.
(10) the Company shall be entitled to recognise an absolute right in the
bearer for the time being of any coupons of which notice has been given as
aforesaid for payment to such amount of dividend on the Share Warrant
whereto the said coupon shall belong as shall have been as aforesaid
declared payable upon presentation and delivery of the coupon, and the
delivery of such coupon shall be a good discharge to the Company
accordingly.
(11) If any Share Warrant or coupon be worn out or defaced, the Directors
may, upon the surrender thereof for cancellation, issue a new one in its
stead, and if any Share Warrant or coupon be lost or destroyed, the
Directors may, upon the loss or destruction being established to their
satisfaction, and upon such indemnity being given to the Company as they
shall think adequate, issue a new one in its stead. In case of loss or
destruction the bearer to whom such new Share Warrant or coupon is issued
shall also bear and pay to the Company all expenses incidental to the
investigation by the Company of evidence of such loss or destruction and to
such indemnity.
(12) If the bearer of any Share Warrant shall surrender it together with
all coupons belonging thereto for cancellation and shall lodge therewith at
the registered office for the time being of the Company a declaration in
writing, signed by him, in such form and authenticated in such manner as
the Directors shall from time to time direct, requesting to be registered
as a member in respect of the shares specified in such Share Warrant, and
stating in such declaration his name and address, he shall be entitled to
have his name entered as a registered member of the Company in respect of
the shares specified in the Share Warrant so surrendered, but the Company
shall not be responsible for any loss incurred by any person by reason of
the Company entering in the Register upon the surrender
9
of a Share Warrant the name of any person not the true and lawful owner of
the Share Warrant surrendered.
(13) Clause 5 of Table A shall be read and construed as if at the end of
such Clause there were added the words "or, in the case of a Share Warrant,
in the bearer of the Warrant for the time being".
(14) Clause 29 of Table A shall be read and construed as if the word
"registered" appeared before the word "member" in the first line of such
Clause.
(15) Clause 30 of Table A shall be read and construed as if the word
"registered" appeared before the word "share" in the first line of such
Clause.
24. A notice may be given by the Company to the holder of a Share Warrant to
the address supplied by him by notice in writing to the Company from time
to time for the giving of notice to him. Any notice to the Company
supplying a new address for the giving of notices by the Company shall be
accompanied by the Share Warrant which shall be cancelled and a new Share
Warrant shall be issued having endorsed thereon the address to which future
notices by the Company to the holder of the Share Warrant may be given.
25 The Directors may from time to time require any holder of a Share Warrant
who gives, or has given, an address at which notices may be served on him,
to produce his Share Warrant and to satisfy them that he is, or is still,
the holder of the Share Warrant in respect of which he gives or gave the
address.
26. Any notice required to be given by the Company to the members, or any of
them, and not expressly provided for by these Articles, or any Notice which
cannot be served in the manner so provided, shall be sufficiently given by
advertising the same once in the London Gazette.
DEFERRED SHARES
---------------
27. (1) Income and Capital
(a) Save as provided in paragraph (b) below, the holders of Deferred
Shares shall not be entitled to any participation in the profits or
the assets of the company.
(b) On a winding-up of the Company, the holders of Deferred Shares shall
be entitled out of the surplus assets of the Company to the return of
the nominal capital paid up on the Deferred Shares held by them after
the holders of every other class of shares in the capital of the
Company shall have received the sum of (pound)10 million in respect of
each share (other than Deferred Shares) held by them.
28. (2) Voting
10
None of the Deferred Shares shall carry any right to receive notice of or
attend and vote at any general meeting of the Company.
29. (3) Repurchase
Notwithstanding any other provision of the Articles, subject to the
Companies Act 1985 the Company shall have the power and authority at any
time prior to the expiration of 18 months from the date of adoption of this
Article or at such other time as may be specified by special resolution of
the Company to repurchase all or any of the Deferred Shares for an
aggregate consideration of (pound)1 which shall be applied for the benefit
of the Company.
11