Exhibit 3.1
THE COMPANIES ACTS 1985 AND 1989
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PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
of
GRACECHURCH CARD FUNDING (N0.9) PLC
(as amended by special resolution passed on 10 August 2005)
1. The Company's name is "PURPLEVALE PLC1"
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) (i) To carry on business as manufacturers, builders and suppliers of and
dealers in goods of all kinds, and as mechanical, general,
electrical, marine, radio, electronic, aeronautical, chemical,
petroleum, gas, civil and constructional engineers, and
manufacturers, importers and exporters of, dealers in machinery,
plant and equipment of all descriptions and component parts thereof,
forgings, castings, tools, implements, apparatus and all other
articles and things.
(ii) To act as an investment holding company and to co-ordinate the
business of any companies in which the Company is for the time being
interested, and to acquire (whether by original subscription,
tender, purchase exchange or otherwise) the whole of or any part of
the stock, shares, debentures, debenture stocks, bonds and other
securities issued or guaranteed by a body corporate constituted or
carrying on business in any part of the world or by an government
sovereign ruler, commissioners, public body or authority and to hold
the same as investments, and to sell, exchange, carry and dispose of
the same.
(iii) To carry on the businesses in any part of the world as importers,
exporters, buyers, sellers, distributors and dealers and to win,
process and work produce of all kinds.
1 Pursuant to a special resolution passed on 10 August 2005, the name of the
Company was changed to GRACECHURCH CARD FUNDING (N0.9) PLC.
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(B) To carry on the following businesses, namely, contractors, garage
proprietors, filling station proprietors, owners and charterers of road
vehicles, aircraft and ships and boats of every description, lightermen
and carriers of goods and passengers by road, rail, water or air,
forwarding transport and commission agents, customs agents, stevedores,
wharfingers, cargo superintendents, packers, warehouse storekeepers, cold
store keepers, hotel proprietors, caterers,/ publicans, consultants,
advisers, financiers, bankers, advertising agents, insurance brokers,
travel agents, ticket agents and agency business of all kinds and
generally to provide entertainment for and render services of all kinds to
others and to carry on any other trade or business which can in the
opinion of the directors be advantageously carried on by the Company in
connection with or ancillary to any of the businesses of the Company.
(C) To buy, sell, manufacture, repair, alter, improve, manipulate, prepare for
market, let on hire, and generally deal in all kinds of plant, machinery,
apparatus, tools, utensils, materials, produce, substances, articles and
things for the purpose of any of the businesses specified in clause 4, or
which may be required by persons having, or about to have, dealings with
the Company.
(D) To build, construct, maintain, alter, enlarge, pull down, remove and
replace any buildings, shops, factories, offices, works, machinery and
engines, and to work, manage and control these things.
(E) To enter into contracts, agreements and arrangements with any person for
the carrying out by that person on behalf of the Company of any object for
which the Company is formed.
(F) To acquire, undertake and carry on the whole or any part of the business,
property and liabilities of any person carrying on any business which may
in the opinion of the directors be capable of being conveniently carried
on, or calculated directly or indirectly to enhance the value of or make
profitable any of the Company's property or rights, or any property
suitable for the purposes of the Company.
(G) To enter into any arrangement with a government or authority, whether
national, international, supreme, municipal, local or otherwise, that may
in the opinion of the directors be conducive to any object of the Company,
and to obtain from that government or authority any right, privilege or
concession which in the opinion of the directors is desirable, and to
carry out, exercise and comply with that arrangement, right, privilege or
concession.
(H) To apply for, purchase and by other means acquire, protect, prolong and
renew any patent, patent right, brevet d'invention, licence, secret
process, invention, trade mark, service mark, copyright, registered
design, protection, concession and right of the same or similar effect or
nature, and to use, turn to account, manufacture under and grant licences
and privileges in respect of those things, and to spend money in
experimenting with, testing, researching, improving and seeking to improve
any of those things.
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(I) To acquire an interest in, amalgamate with and enter into partnership or
any arrangement for the sharing of profits, union of interests,
co-operation, joint venture, reciprocal concession or otherwise with any
person, or with any employees of the Company. To lend money to, guarantee
the contracts of, and otherwise assist that person or those employees, and
to take and otherwise acquire an interest in that person's shares or other
securities and to sell, hold, re-issue, with or without guarantee, and
otherwise deal with those shares or other securities.
(J) To lend money to, subsidise and assist any person, to act as agents for
the collection, receipt and payment of money and generally to act as
agents and brokers for and perform services for any person, and to
undertake and perform sub-contracts.
(K) To enter into any guarantee or contract of indemnity or suretyship, and to
provide security, including, without limitation, the guarantee and
provision of security for the performance of the obligations of or the
payment of any money (including, without limitation, capital, principal,
premiums, dividends, interest, commissions, charges, discount and any
related costs or expenses whether on shares or other securities) by any
person including, without limitation, any body corporate which is for the
time being the Company's holding company, the Company's subsidiary, a
subsidiary of the Company's holding company or any person which is for the
time being a member or otherwise has an interest in the Company or is
associated with the Company in any business or venture, with or without
the Company receiving any consideration or advantage (whether direct or
indirect), and whether by personal covenant or mortgage, charge or lien
over all or part of the Company's undertaking, property, assets or
uncalled capital (present and future) or by other means. For the purposes
of paragraph (K) "guarantee" includes any obligation, however described,
to pay, satisfy, provide funds for the payment or satisfaction of
(including, without limitation, by advance of money, purchase of or
subscription for shares or other securities and purchase of assets or
services), indemnify and keep indemnified against the consequences of
default in the payment of, or otherwise be responsible for, any
indebtedness of any other person.
(L) To promote, finance and assist any person for the purpose of acquiring all
or any of the property, rights and undertaking or assuming the liabilities
of the Company, or for any other purpose which may in the opinion of the
directors directly or indirectly benefit the Company, and in that
connection to place, guarantee the placing of, underwrite, subscribe for
and otherwise acquire all or any part of the shares or other securities of
a body corporate.
(M) To pay out of the funds of the Company all or any expenses which the
Company may lawfully pay of or incidental to the formation, registration,
promotion and advertising of and raising money for the Company and the
issue of its shares or other securities, including, without limitation,
those incurred in connection with the advertising and offering of its
shares or other securities for sale or subscription, brokerage and
commissions for obtaining applications for and taking, placing,
underwriting or procuring the underwriting of its shares or other
securities.
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(N) To remunerate any person for services rendered or to be rendered to the
Company, including, without limitation, by cash payment or by the
allotment of shares or other securities of the Company, credited as paid
up in full or in part.
(O) To purchase, take on lease, exchange, hire and otherwise acquire any real
or personal property and any right or privilege over or in respect of it.
(P) To receive money on deposit on any terms the directors think fit.
(Q) To invest and deal with the Company's money and funds in any way the
directors think fit.
(R) To lend money and give credit with or without security.
(S) To borrow, raise and secure the payment of money in any way the directors
think fit, including, without limitation, by the issue of debentures and
other securities, perpetual or otherwise, charged on all or any of the
Company's property (present and future) or its uncalled capital, and to
purchase, redeem and pay off those securities.
(T) To remunerate any person for services rendered or to be rendered in
placing, assisting and guaranteeing the placing and procuring the
underwriting of any share or other security of the Company or of any
person in which the Company may be interested or proposes to be
interested, or in connection with the conduct of the business of the
Company, including, without limitation, by cash payment or by the
allotment of shares or other securities of the Company, credited as paid
up in full or in part.
(U) To acquire, hold, dispose of, subscribe for, issue, underwrite, place,
manage assets belonging to others which include, advise on, enter into
contracts or transactions in relation to or involving and in any other way
deal with or arrange dealings with or perform any service or function in
relation to (as applicable): shares, stocks, debentures, loans, bonds,
certificates of deposit and other instruments creating or acknowledging
indebtedness, government, public or other securities, warrants,
certificates representing securities or other obligations, units in
collective investment schemes, options, futures, spot or forward
contracts, contracts for differences or other investments or obligations,
currencies, interest rates, precious metals or other commodities, any
index (whether related in any way to any of the foregoing or otherwise),
any right to, any right conferred by or any interest or any obligation in
relation to any of the foregoing and any financial instrument or product
deriving from or in any other way relating to any of the foregoing or of
any nature whatsoever, and any transaction which may seem to be convenient
for hedging the risks associated with any of the foregoing.
(V) To co-ordinate, finance and manage the business and operation of any
person in which the Company has an interest.
(W) To draw, make, accept, endorse, discount, execute and issue promissory
notes, bills of exchange, bills of lading, warrants, debentures and other
negotiable or transferable instruments.
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(X) To sell, lease, exchange, let on hire and dispose of any real or personal
property and the whole or part of the undertaking of the Company, for such
consideration as the directors think fit, including, without limitation,
for shares, debentures or other securities, whether fully or partly paid
up, of any person, whether or not having objects (altogether or in part)
similar to those of the Company. To hold any shares, debentures and other
securities so acquired, and to improve, manage, develop, sell, exchange,
lease, mortgage, dispose of, grant options over, turn to account or
otherwise deal with all or any part of the property or rights of the
Company.
(Y) To adopt any means of publicising and making known the businesses,
services and products of the Company as the directors think fit,
including, without limitation, advertisement, publication and distribution
of notices, circulars, books and periodicals, purchase and exhibition of
works of art and interest and granting and making of prizes, rewards and
donations.
(Z) To support, subscribe to and contribute to any charitable or public object
and any institution, society and club which may be for the benefit of the
Company or persons who are or were directors, officers or employees of the
Company; its predecessor in business, any subsidiary of the Company or any
person allied to or associated with the Company, or which may be connected
with any town or place where the Company carries on business. To subsidise
and assist any association of employers or employees and any trade
association. To grant pensions, gratuities, annuities and charitable aid
and to provide advantages, facilities and services to any person
(including any director or former director) who may have been employed by
or provided services to the Company, its predecessor in business, any
subsidiary of the Company or any person allied to or associated with the
Company and to the spouses, children, dependants and relatives of those
persons and to make advance provision for the payment of those pensions,
gratuities and annuities by establishing or acceding to any trust, scheme
or arrangement (whether or not capable of approval by the Commissioners of
Inland Revenue under any relevant legislation) the directors think fit, to
appoint trustees and to act as trustee of any trust, scheme or
arrangement, and to make payments towards insurance for the benefit of
those persons and their spouses, children, dependants and relatives.
(AA) To establish and contribute to any scheme for the purchase or subscription
by trustees of shares or other securities of the Company to be held for
the benefit of the employees of the Company, any subsidiary of the Company
or any person allied to or associated with the Company, to lend money to
those employees or to trustees on their behalf to enable them to purchase
or subscribe for shares or other securities of the Company and to
formulate and carry into effect any scheme for sharing the profits of the
Company with employees.
(BB) To apply for, promote and obtain any Act of Parliament and any order or
licence of any government department or authority (including, without
limitation, the Department of Trade and Industry) to enable the Company to
carry any of its objects into effect, to effect any modification of the
Company's constitution and for any other purpose which
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the directors think fit, and to oppose any proceeding or application which
may in the opinion of the directors directly or indirectly prejudice (he
Company's interests.
(CC) To establish, grant and take up agencies, and to do all other things the
directors may deem conducive to the carrying on of the Company's business
as principal or agent, and to remunerate any person in connection with the
establishment or granting of an agency on the terms and conditions the
directors think fit.
(DD) To distribute among the shareholders in specie any of the Company's
property and any proceeds of sale or disposal of any of the Company's
property and for that purpose to distinguish and separate capital from
profits, but no distribution amounting to a reduction of capital may be
made without any sanction required by law.
(EE) To the extent permitted by law, to indemnify and keep indemnified any
person who is or was a director, officer or employee of the Company
against all costs, charges, losses and liabilities incurred by him
(whether in connection with any negligence, default, breach of duty or
breach of trust by him or otherwise) in relation to the Company or its
affairs; to make arrangements to provide any such person with funds to
meet expenditure incurred or to be incurred by him in defending any
criminal or civil proceedings or in connection with an application for
relief from the court or to enable any such person to avoid incurring any
such expenditure; and to purchase and maintain insurance for the benefit
of any person who is or was a director, officer or employee of the
Company, a company which is or was a subsidiary undertaking of the Company
or in which the Company has or had an interest (whether direct or
indirect) or who is or was a trustee of any retirement benefits scheme or
any other trust in which any director, officer or employee or former
director, officer or employee is or has been interested, indemnifying and
keeping such person indemnified against liability for negligence, default,
breach of duty or breach of trust or any other liability which may
lawfully be insured against.
(FF) To amalgamate, merge or consolidate with any other person and to procure
the Company to be registered or recognised in any part of the world.
(GG) To do all or any of the things provided in any paragraph of clause 4:
(i) in any part of the world;
(ii) as principal, agent, contractor, trustee or otherwise;
(iii) by or through trustees, agents, subcontractors or otherwise; and
(iv) alone or with another person or persons.
(HH) To do all things that are in the opinion of the directors incidental or
conducive to the attainment of all or any of the Company's objects, or the
exercise of all or any of its powers,
(II) The objects specified in each paragraph of clause 4 shall, except where
otherwise provided in that paragraph, be regarded as independent objects,
and are not limited or
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restricted by reference to or inference from the terms of any other
paragraph or the name of the Company. None of the paragraphs of clause 4
or the objects or powers specified or conferred in or by them is deemed
subsidiary or ancillary to the objects or powers mentioned in any other
paragraph. The Company has as full a power to exercise all or any of the
objects and powers provided in each paragraph as if each paragraph
contained the objects of a separate company.
(JJ) In clause 4, a reference to:
(i) a "person" includes a reference to a body corporate, association or
partnership whether domiciled in the United Kingdom or elsewhere and
whether incorporated or unincorporated;
(ii) the "Act" is, unless the context otherwise requires, a reference to
the Companies Act 1985, as modified or re-enacted or both from time
to time; and
(iii) a "subsidiary" or "holding company" is to be construed in accordance
with section 736 of the Act.
5. The liability of the members is limited.
6. The Company's share capital is (pound)50,000 divided into 50,000 ordinary
shares of (pound)1.00 each.
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WE, the subscribers to this memorandum of association wish to be formed into a
company pursuant to this memorandum and we agree to take the number of shares in
the capital of the company shown opposite our respective names.
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NAMES AND ADDRESSES OF SUBSCRIBERS Number of shares
taken by each
subscriber
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ROBERT FORD ONE
For and on behalf of
Clifford Chance Nominees Limited
10 Upper Bank Street
London E14 5JJ
MARK IGNATIUS ONE
For and on behalf of
Clifford Chance Secretaries Limited
10 Upper Bank Street
London E14 5JJ
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DATED the day of May 2005.
WITNESS to the above signatures:
Denise West
10 Upper Bank Street
London E14 5JJ
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Company Number: 5506641
THE COMPANIES ACTS 1985 to 1989
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
GRACECHURCH CARD FUNDING (N0.9) PLC1
(adopted by Special Resolution passed on 10 August 2005)
1. PRELIMINARY
1.1 The regulations contained in Table A in the Schedule to the Companies
(Tables A to F) Regulations 1985 (Sl 1985 No. 805) as amended by the
Companies (Tables A to F) (Amendment) Regulations 1985 (Sl 1985 No. 1052)
and as further amended by The Companies Act 1985 (Electronic
Communications) Order 2000 (Sl 2000 No. 3373) (such Table being
hereinafter called "Table A") shall apply to the Company save in so far as
they are excluded or varied hereby and such regulations (save as so
excluded or varied) and the Articles hereinafter contained shall be the
Articles of Association of the Company.
1.2 In these Articles the expression "the Act" means the Companies Act 1985,
but so that any reference in these Articles 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.
2. ALLOTMENT OF SHARES
2.1 Shares which are comprised in the authorised but unissued share capital of
the Company shall be under the control of the directors who may (subject
to the provisions of the statutes, section 80 of the Act and to articles
2.2 and 2.3 below) allot, grant options over or otherwise dispose of the
same, to such persons, on such terms and in such manner as they think fit.
2.2 Subject to the provisions of the statutes, the directors are generally and
unconditionally authorised for the purposes of section 80 of the Act to
exercise any power of the Company to allot and grant rights to subscribe
for or convert securities into shares of the Company up to the amount of
the authorised share capital at the date of adoption of these articles of
association at any time or times during the period of five years from the
date of adoption of these articles of association and the directors may,
after that period, allot any shares or grant any such rights under this
authority in pursuance of an offer or agreement so to do made by the
Company within that period. The authority hereby given may at any time
(subject to the said section 80) be renewed, revoked or varied by ordinary
resolution.
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1 As amended by a Special Resolution passed on 10 August 2005
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Company Number: 5506641
2.3 The directors have general power, pursuant to section 95 of the Act, to
allot equity securities for cash pursuant to the general authority
conferred by article 2.2, as if section 89(1) of the Act does not apply
to that allotment, during the period of five years from the date of
adoption of these articles of association. This power is limited to:-
2.3.1 allotments of equity securities in connection with a rights issue in
favour of holders of ordinary shares made in proportion (as nearly as may
be) to their respective existing holdings of ordinary shares but subject
to the directors having the right to make such exclusions or other
arrangements in connection with that offering as they deem necessary or
expedient:
a) to deal with equity securities representing fractional entitlements;
and
b) to deal with legal or practical problems arising in any overseas
territory or by virtue of shares being represented by depository
receipts, the requirements of any regulatory body or stock exchange,
or any other matter whatsoever; and
2.3.2 allotments of equity securities for cash other than pursuant to paragraph
2.3.1 up to an aggregate nominal amount equal to the amount of the
authorised share capital at the date of adoption of these articles of
association.
The authority hereby given may at any time (subject to the said section 95) be
renewed, revoked or varied by special resolution.
3. SHARES
3.1 The lien conferred by regulation 8 in Table A shall attach also to fully
paid-up shares, and the Company shall also have a first and paramount lien
on all shares, whether fully paid or not, standing registered in the name
of any person indebted or under liability to the Company, whether he shall
be the sole registered holder thereof or shall be one of two or more joint
holders, for all moneys presently payable by him or his estate to the
Company. Regulation 8 in Table A shall be modified accordingly.
3.2 The liability of any member in default in respect of a call shall be
increased by the addition at the end of the first sentence of regulation
18 in Table A of the words "and all expenses that may have been incurred
by the Company by reason of such non-payment".
4. GENERAL MEETINGS AND RESOLUTIONS
4.1 Every notice convening a general meeting shall comply with the provisions
of section 372(3) of the Act as to giving information to members in regard
to their right to appoint proxies; and notices of and other communications
relating to any general meeting which any member is entitled to receive
shall be sent to the directors and to the auditors for the time being of
the Company.
4.2 Regulation 37 in Table A shall be read and construed as if the last
sentence were omitted therefrom.
4.3.1 No business shall be transacted at any general meeting unless a quorum is
present. Two persons entitled to vote upon the business to be transacted,
each being
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Company Number: 5506641
a member or a proxy for a member or a duly authorised representative of a
corporation, shall be a quorum.
4.3.2 If a quorum is not present within h4lf an hour from the time appointed for
a general meeting the general meeting shall stand adjourned to the same
day in the next week at the same time and place or to such other day and
at such other time and place as the directors may determine; and if at the
adjourned general meeting a quorum is not present within half an hour from
the time appointed therefor such adjourned general meeting shall be
dissolved.
4.3.3 Regulations 40 and 41 in Table A shall not apply to the Company.
4.4 Resolutions under section 303 of the Act for the removal of a director
before the expiration of his period of office and under section 391 of the
Act for the removal of an auditor before the expiration of his period of
office shall only be considered by the Company in general meeting.
4.5 A member present at a meeting by proxy shall be entitled to speak at the
meeting and shall be entitled to one vote on a show of hands. In any case
where the same person is appointed proxy for more than one member he shall
on a show of hands have as many votes as the number of members for whom he
is proxy. Regulation 54 in Table A shall be modified accordingly.
4.6.1 Regulation 62 in Table A shall be read and construed as if the words
"within the United Kingdom" were omitted therefrom.
4.6.2 Unless resolved by ordinary resolution that regulation 62 in Table A shall
apply without the following modification, the appointment of a proxy and
any authority under which the proxy is appointed or a copy of such
authority certified notarially or in some other way approved by the
directors may be deposited or received at the place or address specified
in regulation 62 in Table A up to the commencement of the meeting or (in
any case where a poll is taken otherwise than at the meeting) of the
taking of the poll or may be handed to the chairman of the meeting prior
to the commencement of the business of the meeting.
5. APPOINTMENT OF DIRECTORS
5.1.1 Regulation 64 in Table A shall not apply to the Company.
5.1.2 The maximum number and minimum number respectively of the directors may be
determined from time to time by ordinary resolution. Subject to and in
default of any such determination there shall be no maximum number of
directors and the minimum number of directors shall be two.
5.2 The directors shall not be required to retire by rotation and regulations
73 to 80 (inclusive) in Table A shall not apply to the Company.
5.3 No person shall be appointed a director at any general meeting unless
either:-
(a) he is recommended by the directors; or
(b) not less than 14 nor more than 35 clear days before the date
appointed for the general meeting, notice signed by a member
qualified to vote at the
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Company Number: 5506641
general meeting has been given to the Company of the intention to
propose that person for appointment, together with notice signed by
that person of his willingness to be appointed.
5.4.1 Subject to article 5.3 above, the Company may by ordinary resolution
appoint any person who is willing to act to be a director, either to fill
a vacancy or as an additional director.
5.4.2 The directors may appoint a person who is willing to act to be a director,
either to fill a vacancy or as an additional director, provided that the
appointment does not cause the number of directors to exceed any number
determined in accordance with article 5.1.2 above as the maximum number of
directors for the time being in force.
5.5 In any case where as the result of death or deaths the Company has no
members and no directors the personal representatives of the last member
to have died shall have the right by notice in writing to appoint a person
to be a director of the Company and such appointment shall be as effective
as if made by the Company in general meeting pursuant to article 5.4.1
above. For the purpose of this article, where two or more members die in
circumstances rendering it uncertain which of them survived the other or
others, the members shall be deemed to have died in order of seniority,
and accordingly the younger shall be deemed to have survived the elder.
5.6 Notwithstanding any other provisions of this article 5, members of the
Company together holding not less than 95% in nominal value of the shares
giving a right to attend and vote at general meetings may appoint any
person to be a director or remove any director from office howsoever
appointed. Subject as follows, every appointment or removal of a director
under the powers conferred by this article 5.6 shall be made by instrument
in writing signed by or on behalf of the requisite majority of members and
such instrument shall only take effect on the service thereof at the
registered office of the Company. Every such instrument shall be annexed
to the directors' minute book as soon as practicable after such service.
If the Company has specified an address for the purpose of receiving an
appointment or removal of a director under the powers conferred by this
article 5.6 by electronic communication, such appointment or removal may
be contained in an electronic communication sent to such address and shall
take effect on receipt at that address and a copy shall be annexed to the
directors' minute book as soon as practicable after service. In this
article "address", in relation to electronic communications, includes any
number or address used for the purposes of such communications.
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Company Number: 5506641
6. BORROWING POWERS
6.1 The directors may exercise all the .powers of the Company to borrow money
without limit as to amount and upon such terms and in such manner as they
think fit, and subject (in the case of any security convertible into
shares) to section 80 of the Act to grant any mortgage, charge or standard
security over its undertaking, property and uncalled capital, or any part
thereof, and to issue debentures, debenture stock, and other securities
whether outright or as security for any debt, liability or obligation of
the Company or of any third party.
7. ALTERNATE DIRECTORS
7.1 Unless otherwise determined by the Company in general meeting by ordinary
resolution an alternate director shall not be entitled as such to receive
any remuneration from the Company, save that he may be paid by the Company
such part (if any) of the remuneration otherwise payable to his appointor
as such appointor may by notice in writing to the Company from time to
time direct, and the first sentence of regulation 66 in Table A shall be
modified accordingly.
7.2 A director, or any such other person as is mentioned in regulation 65 in
Table A, may act as an alternate director to represent more than one
director, and an alternate director shall be entitled at any meeting of
the directors or of any committee of the directors to one vote for every
director whom he represents in addition to his own vote (if any) as a
director, but he shall count as only one for the purpose of determining
whether a quorum is present.
7.3 Regulation 66 in Table A shall be read and construed as if the last
sentence were omitted therefrom.
8. DELEGATION OF DIRECTORS' POWERS
8.1 Regulation 72 of Table A shall be read and construed as if the last word
of the first sentence was "persons" rather than "directors".
9. GRATUITIES AND PENSIONS
9.1.1 The directors may exercise the powers of the Company conferred by its
Memorandum of Association in relation to the payment of pensions,
gratuities and other benefits and shall be entitled to retain any benefits
received by them or any of them by reason of the exercise of any such
powers.
9.1.2 Regulation 87 in Table A shall not apply to the Company.
10. MEETINGS
10.1 In this article "communication" and "electronic communication" shall bear
the meanings set forth in the Electronic Communications Act 2000 or any
statutory modification or re-enactment thereof.
10.2 A person in electronic communication with the chairman and with all other
parties to a meeting of the directors or of a committee of the directors
shall be regarded for all purposes as personally attending such a meeting
provided that but only for so long as at such a meeting he has the ability
to communicate interactively
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Company Number: 5506641
and simultaneously with all other parties attending the meeting including
all persons attending by way of electronic communication.
10.3 A meeting at which one or more of the directors attends by way of
electronic communication is deemed to be held at such place as the
directors shall at the said meeting resolve. In the absence of a
resolution as aforesaid, the meeting shall be deemed to be held at the
place, if any, where a majority of the directors attending the meeting are
physically present, or in default of such a majority, the place at which
the chairman of the meeting is physically present.
11. PROCEEDINGS OF DIRECTORS
11.1.1 Regulation 88 in Table A shall be read and construed as if the third
sentence were omitted therefrom.
11.1.2 A director may vote, at any meeting of the directors or of any committee
of the directors, on any resolution, notwithstanding that it in any way
concerns or relates to a matter in which he has, directly or indirectly,
any kind of interest whatsoever, and if he shall vote on any such
resolution his vote shall be counted; and in relation to any such
resolution as aforesaid he shall (whether or not he shall vote on the
same) be taken into account in calculating the quorum present at the
meeting.
11.1.3 Each director shall comply with his obligations to disclose his interest
in contracts under section 317 of the Act.
11.1.4 Regulations 94 to 97 (inclusive) in Table A shall not apply to the
Company.
12. THE SEAL
12.1 If the Company has a seal it shall only be used with the authority of the
directors or of a committee of directors or any person or persons
authorised by the directors. The directors may determine who shall sign
any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a director and by the secretary or
second director. The obligation under regulation 6 in Table A relating to
the sealing of share certificates shall apply only if the Company has a
seal. Regulation 101 in Table A shall not apply to the Company.
12.2 The Company may exercise the powers conferred by section 39 of the Act
with regard to having an official seal for use abroad, and such powers
shall be vested in the directors.
13. NOTICES
13.1 Regulation 112 in Table A shall be read and construed as if the third
sentence was omitted therefrom.
13.2 Regulation 116 in Table A shall be read and construed as if the words
"within the United Kingdom" were omitted therefrom.
14. ELECTRONIC COMMUNICATIONS
14.1 If the Company has specified an address for the purpose of receiving by
electronic communication any of;
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Company Number: 5506641
14.1.1 a written resolution which is to be effective for the purposes of
regulation 53 in Table A;
14.1.2 a written resolution which is to b6 effective for the purposes of
regulation 93 in Table A;
14.1.3 an authorisation by a corporation which is a member of the Company of a
person to act as its representative at any meeting of the Company in
accordance with article 4.7 above;
14.1.4 any consent under the powers conferred on a holding company by these
Articles;
14.1.5 any appointment of a director under the powers conferred on a holding
company by these Articles; or
14.1.6 any removal of a director under the powers conferred on a holding company
by these Articles;
then the item specified, or anything required to give effect to it, may be
contained in an electronic communication sent to such address and shall take
effect on receipt at that address and a copy shall be annexed to the directors'
minute book as soon as practicable after service. In this article "address", in
relation to electronic communications, includes any number or address used for
the purpose of such communications.
15. INDEMNITY
15.1 Every director or other officer or auditor and former director, other
former officer and former auditor of the Company shall be indemnified out
of the assets of the Company against all losses or liabilities which he
may sustain or incur in or about the execution of the duties of his
office or otherwise in relation thereto, including any liability incurred
by him in defending any proceedings, whether civil or criminal, or in
connection with any application under section 144 or section 727 of the
Act in which relief is granted to him by the Court, and no director or
other officer shall be liable for any loss, damage or misfortune which
may happen to or be incurred by the Company in the execution of the
duties of his office or in relation thereto. But this article shall only
have effect in so far as its provisions are not avoided by section 310 of
the Act.
15.2 The directors shall have power to purchase and maintain for any director,
officer or auditor of the Company insurance against any such liability as
is referred to in section 310(1) of the Act.
15.3 Regulation 118 in Table A shall not apply to the Company.
16. TRANSFER OF SHARES
16.1 The directors may, in their absolute discretion and without assigning any
reason therefor, decline to register the transfer of a share, whether or
not it is a fully paid share, and the first sentence of regulation 24 in
Table A shall not apply to the Company.
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NAMES AND ADDRESSES OF SUBSCRIBERS
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ROBERT FORD
For and on behalf of
Clifford Chance Nominees Limited
10 Upper Bank Street
London E14 5JJ
MARK IGNATIUS
For and on behalf of
Clifford Chance Secretaries Limited
10 Upper Bank Street
London E14 5JJ
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DATED this day of May 2005.
WITNESS to the above signatures:
DENISE West
10 Upper Bank Street
London E14 5JJ
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