Registration Form • Apr 27, 2020
Registration Form
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No. 03458224
Public Company Limited by Shares
(Adopted on 16 July 2015)
of
(Adopted on 16 July 2015)
No regulations set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or Articles of the Company.
In these Articles (if not inconsistent with the subject or context) the words and expressions set out in the first column below shall bear the meanings set opposite to them respectively.
| "Articles" | These Articles of Association as from time to time altered. |
|---|---|
| "Bank of England base rate" |
The base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998. |
| "Business Day" | A day (other than a Saturday or a Sunday) on which banks are open for business generally in the United Kingdom. |
| "certificated share" | A share which is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly. |
| "Default Shares" | Shares in respect of which a Statutory Notice has been served where no action has been taken in the 14 day period following the date on which the notice was served to supply the information required under that notice concerning the shares. |
| "Direction Notice" | A notice in writing from the Directors pursuant to Article 59.3. |
| "Directors" | The executive and non-executive directors of the Company who make up its board of directors (and "Director" means any one of them) or, where the context requires, the directors present at a meeting of the directors at which a quorum is present. |
| "elected Ordinary Shares" |
Ordinary Shares in respect whereof a share election pursuant to Article 115 has been duly exercised and not revoked. |
| "in writing" | Shall include any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise. The expressions "electronic form" and "electronic means" shall have the same meanings given to |
them in the Companies Act 2006.
| "month" | Calendar month. |
|---|---|
| "Office" | The registered office of the Company for the time being. |
| "Operator" | Any person as may for the time being be approved by the Bank of England as Operator under the uncertificated securities rules. |
| "Ordinary Shares" | The Company's Ordinary Shares of 0.05 pence each in the capital of the Company. |
| "paid up" | Paid up or credited as paid up. |
| "participating security" | A security, title to units of which is permitted by the Operator to be transferred by means of a relevant system. |
| "Register" | The register of members of the Company. |
| "Seal" | Any common or official seal that the Company may be permitted to have under the Statutes. |
| "Statutes" | Every statute, order, regulation or other subordinate legislation for the time being in force concerning companies and affecting the Company. |
| "Statutory Notice" | A notice served by the Company under the Statutes to a member or any other person appearing to be interested in shares requiring particulars of that member's or person's present or past interests in shares or the identity of that person. |
| "Transfer Office" | The place where the Register is situate for the time being. |
| "the uncertificated securities rules" |
Any provision of the Statutes relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision. |
| "uncertificated share" | A share which is at the relevant time a participating security, title to which is recorded on the Register as being held in uncertificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly. |
| "United Kingdom" | The United Kingdom of Great Britain and Northern Ireland. |
| "year" | Calendar year. |
The expression "address" shall include any number or address used for the purposes of sending or receiving documents or information by electronic means.
References to a document being "signed" or to "signature" include references to its being executed under hand or under seal or by any other method and, in the case of communication in electronic form, such references are to its being authenticated as specified by the Statutes.
The expressions "debenture" and "debenture holder" shall respectively include "debenture stock" and "debenture stockholder".
The expressions "recognised clearing house" and "recognised investment exchange" shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000.
The expression "Secretary" shall include any person appointed by the Directors to perform any of the duties of the Secretary including, but not limited to, a joint, assistant or deputy Secretary.
The expressions "parent undertaking", "subsidiary undertaking" and "participating interest" bear the same respective meanings as defined by the Statutes.
The expression "officer" shall include a Director, manager and the Secretary, but shall not include an auditor.
The expression "shareholders' meeting" shall include both a General Meeting and a meeting of the holders of any class of shares of the Company.
All such of the provisions of these Articles as are applicable to paid-up shares shall apply to stock, and the words "share" and "shareholder" shall be construed accordingly.
Words denoting the singular shall include the plural and vice versa. Words denoting persons shall include bodies corporate and unincorporated associations.
Subject as aforesaid any words or expressions defined by the Statutes or the uncertificated securities rules in force when these Articles or any part of these Articles are adopted shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.
The liability of members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them.
The Company may change its name by resolution of the Directors.
Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the Company may be offered, reclassified, allotted, dealt with or disposed of, or have an option granted over it, with such preferred, deferred or other special rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination, as the Directors may determine) and subject to the provisions of the Statutes the Company may issue any shares which are, or at the option of the Company or the holder are liable, to be redeemed. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these Articles.
Subject to the provisions of these Articles and of any resolution passed by the Company and without prejudice to any rights attached to existing shares, the Directors may offer, reclassify, allot, grant options over or otherwise deal with or dispose of shares in the Company to such persons, at such times and for such consideration as they may decide.
The Company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Statutes. Any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in cash and partly in shares.
The Directors may at any time after the allotment of any share but before any person has been entered in the Register as the holder:
in each case upon and subject to such terms and conditions as the Directors may think fit to impose.
Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognise any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other right in respect of any share, except the holder's absolute right to the entirety of the share.
Every person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the Register in respect of shares in certificated form shall upon the allotment or transfer to the person of such shares be entitled, without payment, to a certificate for all those shares of any one class therefor within the time limits prescribed by the Statutes, or, if earlier, within any prescribed time limit or within a time specified when the shares were issued.
Every share certificate shall be executed by the Company in such manner as the Directors (having regard to the terms of issue and any listing requirements) may decide (which may in the case of shares on a branch register include use of an official seal for use in the relevant territory) and shall specify the number and class and distinguishing numbers, if any, of shares to which it relates and the amount paid up thereon. The Directors may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person. No certificate shall be issued representing shares of more than one class. Every share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.
In the case of a share held jointly by several persons in certificated form the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of the joint holders shall be sufficient delivery to all.
The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or, when permitted, by way of premium) but subject always to the terms of issue of such shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.
Each member shall (subject to receiving at least 14 clear days' notice in writing specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on the member's shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be wholly or partly revoked or postponed as the Directors may determine. A person on whom a call is made shall remain liable for calls made on such person even if the shares in respect of which the call was made are subsequently transferred.
If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at the rate fixed by the terms of issue of the share or in the notice of the call or, if no rate is fixed, at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Directors determine but the Directors shall be at liberty in their sole discretion in any case or cases to waive payment of such interest wholly or in part.
Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable. In case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.
The Directors may if they think fit receive from any member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by the member and such payment in advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it is made and upon the money so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate as the member paying such sum and the Directors may agree not exceeding (unless the Company by Ordinary Resolution otherwise determines) the Bank of England base rate by more than five percentage points.
If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture. When a share has been forfeited, notice of the forfeiture shall be sent to the person who was the holder of the share before the forfeiture. Where the forfeited share is held in certificated form, an entry shall be made promptly in the Register opposite the entry of the share showing that notice has been sent, that the share has been forfeited and the date of forfeiture. No forfeiture shall be invalidated by the omission or neglect to send that notice or to make those entries. The Directors may accept a surrender of any share liable to be forfeited hereunder.
A share so forfeited or surrendered shall become the property of the Company and (subject to the Statutes) may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors shall think fit and at any time before a sale, re-allotment or disposal the forfeiture or surrender may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the person whose share is forfeited and the Company, except only those rights and liabilities expressly saved by these Articles, or as are given or imposed in the case of past members by the Statutes.
A member whose shares have been forfeited or surrendered shall cease to be a member in respect of the shares (and shall, in the case of shares held in certificated form, surrender to the Company for cancellation the certificate for such shares) but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were presently payable by the member to the Company in respect of the shares with interest thereon at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at such rate determined by the Directors (not exceeding the Bank of England base rate by more than five percentage points from the date of forfeiture or surrender until payment) and the Directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal or waive payment in whole or in part.
The Company shall have a first and paramount lien on every share (not being a fully-paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share and the Directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article.
The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice in writing demanding payment of the sum presently payable and giving notice of intention to sell the share in default of payment shall have been given to the holder for the time being of the share or the person entitled thereto by reason of the holder's death or bankruptcy or otherwise by operation of law.
The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the amount in respect whereof the lien exists so far as the same is then payable and any residue shall, upon surrender (in the case of shares held in certificated form) to the Company for cancellation of the certificate for the shares sold and subject to a like lien for sums not presently payable as existed upon the shares prior to the sale, be paid to the person entitled to the shares at the time of the sale. For the purpose of giving effect to any such sale the Directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser.
A statutory declaration in writing that the declarant is a Director or the Secretary and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration shall (subject to the relevant share transfer being made, if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall not be bound to see to the application of the consideration (if any) nor shall such person's title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, surrender, sale, reallotment or disposal of the share.
28.3 The foregoing provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied.
The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by (a) the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto, (b) the purchase or redemption by the Company of any of its own shares, or (c) the Company permitting in accordance with the uncertificated securities rules, the holding of and transfer of title to shares of that or any other class in uncertificated form by means of a relevant system.
Where some only of the shares comprised in a share certificate are transferred, the old certificate shall be cancelled and, to the extent that the balance is to be held in certificated form, a new certificate for the balance of such shares issued in lieu without charge.
transfer is executed by some other person on the transferor's behalf, the authority of that person so to do). In the case of a transfer of shares in certificated form by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange the lodgement of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question.
No fee will be charged by the Company in respect of the registration of any transfer or other document relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.
Subject to and to the extent permitted by the Statutes, the Company, or the Directors on behalf of the Company, may cause to be kept in any territory a branch register of members resident in such territory, and the Directors may make and vary such regulations as they may think fit respecting the keeping of any such register.
and, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form.
35.3 Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules.
If the Company is entitled under any provision of the Statutes, the uncertificated securities rules or these Articles to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over a share held in uncertificated form, the Company shall be entitled, subject to the provisions of the Statutes, the uncertificated securities rules and these Articles:
Unless the Directors otherwise determine, shares which a member holds in uncertficated form shall be treated as separate holdings from any shares which that member holds in certificated form. However, shares in the capital of the Company that fall within a certain class with the same rights shall not form a separate class of shares from other shares in that class because any share in that class:
Unless the Directors otherwise determine or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.
The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption; in particular, any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).
Subject to these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may upon supplying to the Company such evidence as the Directors may reasonably require to show title to the share either be registered as holder of the share upon giving to the Company notice in writing to that effect or transfer such share to some other person. If that person elects to have another person registered and the share is a certificated share, they shall sign an instrument of transfer of the share to that person. If that person chooses to become registered or to elect another person to become registered and the share is an uncertificated share, such person shall take any action the Directors may require (including without limitation the execution of any document and the giving of any instruction by means of a relevant system) to enable such person or their nominee to be registered as the holder of the share. The Directors may at any time require the person to elect either to be registered himself or herself or to transfer the share and if the requirements are not complied with within 60 days of being issued the Directors may withhold payment of all dividends and other moneys payable in respect of the share until the requirements have been complied with. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the notice or transfer were a transfer made by the member registered as the holder of any such share.
Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law (upon supplying to the Company such evidence as the Directors may reasonably require to show title to the share) shall be entitled to the same dividends and other advantages as those to which such person would be entitled if such person were the registered holder of the share except that such person shall not be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by membership in relation to shareholders' meetings until such person shall have been registered as a member in respect of the share.
Any resolution authorising the Company to sub-divide or consolidate any of its shares can provide that, as between holders of the divided or consolidated shares, different rights and restrictions of a kind which the Company can apply to new shares can apply to different divided or consolidated shares.
the Company. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company, if any) as the Directors may from time to time think fit.
The Directors may, from time to time and in their absolute discretion, make such arrangements as they see fit in connection with the organisation and administration of any General Meeting. Such arrangements may govern admission to the meeting, or admission to a particular location from which people participate in the meeting. Any such arrangements shall only be made on a basis that they are intended to be fair and equitable as between all members and proxies otherwise entitled to attend the meeting. The entitlement of any member or proxy to attend a General Meeting, or to participate in it at a particular place, shall be subject to such arrangements as may be for the time being in force and are by the notice of meeting stated to apply to that meeting.
The Directors may resolve to enable persons entitled to attend a General Meeting to do so by attendance and participation at a satellite meeting place anywhere in the world at the same time as the General Meeting. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and be entitled to vote at, the General Meeting in question, and that meeting shall be duly constituted and its proceedings shall be valid if the Chairman of the General Meeting is satisfied that adequate facilities are available throughout the General Meeting to ensure that members attending at all the meeting places are able to:
The Chairman of the General Meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place. Subject to the Statutes, the Directors may make arrangements of the type described in Article 41 above regarding attendance at, and admission to, a particular place or location, provided that any such arrangements shall operate (so far as possible) so that any members and proxies entitled to attend the meeting are able to do so at one or other place or location. Under no circumstance will a failure (for any reason) of communication equipment, or any other failure in the arrangements for participation in the meeting at more than one place, affect the validity of such meeting at the principal meeting place, or any business conducted thereat, or any action taken pursuant thereto.
The accidental omission to give notice of a meeting, or the accidental omission to send or supply any document or other information relating to any meeting to any person entitled to receive it, or the non-receipt (even if the Company becomes aware of such failure to send or supply or non-receipt) of any such notice, document or other information, shall not invalidate the proceedings at that meeting. A member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting, and where applicable, of the purpose of that meeting.
If the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold a General Meeting on the date or at the time or place specified in the notice calling the General Meeting, they may postpone or move the General Meeting to another date, time and/or place. The Directors shall take reasonable steps to ensure that notice of the date, time and place of the postponed meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the postponed meeting shall, if practicable, also be placed in at least two national newspapers in the United Kingdom. Notice of the business to be transacted at such postponed meeting shall not be required. If a meeting is postponed in this way, the appointment of a proxy will be valid if it is received as required by these Articles not less than 48 hours before the time appointed for holding the postponed meeting, and, for the purpose of calculating this period, the Directors can decide, in their absolute discretion, not to take account of any part of a day that is not a Business Day. The Directors may also further postpone or move the postponed meeting under this Article.
The Chairman of the Directors, failing whom a Deputy Chairman, shall preside as Chairman at a General Meeting. If there is no such Chairman or Deputy Chairman, or if at any meeting neither is present within five minutes after the time appointed for holding the meeting and willing to act, the Directors present shall choose one of their number (or, if no Director is present or if all the Directors present decline to take the chair, the members present and entitled to vote shall choose one of their number) to be Chairman of the meeting.
No business other than the appointment of a Chairman shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles two members present in person or by proxy and entitled to vote shall be a quorum for all purposes.
If within five minutes from the time appointed for a General Meeting (or such longer time as the Chairman of the meeting may decide to wait) a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting:
two members present in person or by proxy and entitled to vote (whatever the number of shares held by them) shall be a quorum. Notice of the adjourned meeting shall be given in any manner in which notice of a meeting may lawfully be given for the time being.
The Directors or the Chairman may direct that persons wishing to attend any General Meeting should submit to such searches or other security arrangements or restrictions (including, without limitation, restrictions on items of personal property which may be taken into the meeting) as the Directors or Chairman shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to, or to authorise some one or more persons who shall include a Director or the Secretary or the Chairman of the meeting to, refuse entry to, or to eject from, such General Meeting any person who fails to submit to such searches or otherwise to comply with such security arrangements or restrictions (and, for the avoidance of doubt, eject from such General Meeting any person who causes the proceedings to become disorderly).
The Chairman of any General Meeting shall take such action or give directions for such action to be taken as the Chairman thinks fit to promote the orderly conduct of the business of the meeting with reasonable despatch as laid down in the notice of the meeting. The Chairman's decision on points of order, or on matters of procedure or arising incidentally from the business of the meeting shall be final as shall be the Chairman's determination as to whether any point or matter is of such a nature.
Each Director shall be entitled to attend and speak at any General Meeting of the Company. The Chairman of the meeting may invite any person, whether or not a member of the Company, to attend and speak at any General Meeting of the Company where the Chairman considers that this will assist in the deliberations of the meeting.
The Chairman of the General Meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either without assigning a day or to another time or place where it appears to the Chairman, in their absolute discretion, that (a) the members entitled to vote and wishing to attend cannot be conveniently accommodated in the place appointed for the meeting, (b) the conduct of persons present or other circumstances prevent or are likely to prevent the orderly continuation of business, or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. In addition, the Chairman of the General Meeting may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either without assigning a day or to another time or place. When a meeting is adjourned without assigning a day, the time and place for the adjourned meeting shall be fixed by the Directors. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. Any meeting may be adjourned more than once.
If the continuation of an adjourned meeting is to take place three months or more after it was adjourned or if business is to be transacted at an adjourned meeting the general nature of which was not stated in the notice of the original meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in this Article, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
The Chairman of the meeting can also demand a poll before a resolution is put to the vote on a show of hands.
54.2 A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the Chairman. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If the demand for a poll is withdrawn, the Chairman or any other person entitled may demand a poll.
A poll shall be taken in such manner (including the use of ballot or voting papers or tickets) as the Chairman of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers (who need not be members) and may adjourn the meeting to some place and time fixed by the Chairman for the purpose of declaring the result of the poll.
A poll demanded on the choice of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than 30 days from the date of the meeting) and place as the Chairman may direct. It shall not be necessary (unless the Chairman of the meeting otherwise directs) for notice to be given of a poll. The demand for a poll (other than on the election of a Chairman of the meeting or on a question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.
Subject to any special rights or restrictions as to voting upon which any shares may be issued or may at the relevant time be held and to any other provisions of these Articles, members shall be entitled to vote whether on a show of hands or on a poll as provided in the Statutes. For this purpose, where a proxy is given discretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevant member to vote in the way in which the proxy elects to exercise that discretion.
In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the share.
(b) any other shares held by the member,
the member shall not (for so long as the default continues) nor shall any transferee to whom any of such shares are transferred (other than pursuant to an approved transfer or pursuant to Article 59.3(b) below) be entitled to attend or vote either personally or by proxy at a shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings.
PROVIDED THAT, in the case of shares in uncertificated form, the Directors may only exercise their discretion not to register a transfer if permitted to do so by the uncertificated securities rules.
Any Direction Notice may treat shares of a member in certificated and uncertificated form as separate holdings and either apply only to the former or to the latter or make different provision for the former and the latter. The Directors may give notice to the relevant member requiring the member to change the relevant shares held in uncertificated form to certificated form by the time stated in the notice and to keep them in certificated form for as long as the Directors require. The Direction Notice may also state that the member may not change any of the relevant shares held in certificated form to uncertificated form. If the member does not comply with the notice, the Directors may authorise any person to instruct the Operator to change the relevant shares held in uncertificated form to certificated form.
Upon the giving of a Direction Notice its terms shall apply accordingly.
59.5 Save as herein provided any Direction Notice shall have effect in accordance with its terms for so long as the default in respect of which the Direction Notice was issued continues and shall cease to have effect thereafter upon the Directors so determining (such determination to be made within a period of one week of the default being duly remedied, with notice in writing thereof being given to the member forthwith).
59.6 Any Direction Notice shall cease to have effect in relation to any shares which are transferred by such member by means of an approved transfer or in accordance with Article 59.3(b) above.
Where in England or elsewhere a guardian, receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the Directors may require, permit such guardian, receiver or other person on behalf of such member to vote in person or by proxy at any shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings.
No member shall, unless the Directors otherwise decide, be entitled in respect of any share held by that member to attend or vote (either personally or by proxy) at any General Meeting of the Company or upon a poll or to exercise any other right conferred by membership in relation to General Meetings or polls unless all calls or other sums presently payable by the member in respect of that share have been paid.
the objection or error shall not vitiate the decision of the meeting or adjourned meeting or poll on any resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or poll at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the Chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the Chairman decides that the same may have affected the decision of the meeting. The decision of the Chairman on such matters shall be conclusive.
A proxy need not be a member of the Company. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a General Meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote.
The appointment of a proxy must be in writing in any usual or common form or in any other form which the Directors may approve and:
The signature on such appointment need not be witnessed. Where appointment of a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the Directors must (failing previous registration with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.
and an appointment of a proxy which is not, or in respect of which the authority or copy thereof is not, received in a manner so permitted shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. The proceedings at a General Meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is sent in electronic form as provided in these Articles, but because of a technical problem it cannot be read by the recipient.
65.2 The Directors may at their discretion determine that in calculating the periods mentioned in this Article no account shall be taken of any part of a day that is not a Business Day.
A vote given or poll demanded by a proxy or by a duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll, unless notice in writing of the determination was received by the Company at the Office (or such other place or address as was specified by the Company for the receipt of appointments of proxy) not later than the last time at which an appointment of a proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken.
The provisions of these Articles relating to General Meetings shall apply, with any necessary modifications, to any separate meeting of the holders of shares of a class convened otherwise than in connection with the variation or abrogation of the rights attached to the shares of that class. For this purpose, a shareholders' meeting at which no holder of a share other than an Ordinary Share may, in their capacity as a member, attend or vote shall also constitute a separate meeting of the holders of the Ordinary Shares.
Subject as hereinafter provided the Directors shall not be less than three nor more than fifteen in number. The Company may by Ordinary Resolution from time to time vary the minimum number and/or maximum number of Directors.
A Director shall not be required to hold any shares of the Company by way of qualification.
The ordinary remuneration of the Directors shall from time to time be determined by the Directors except that such remuneration shall not exceed £100,000 per annum per Director and £150,000 per annum for the Chairman or such higher amount in either case as may from time to time be determined by Ordinary Resolution of the Company.
Any Director who holds any executive office (including for this purpose the office of Chairman or Deputy Chairman whether or not such office is held in an executive capacity), or who serves on any committee of the Directors, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the Directors may determine.
72.1 The Directors may repay to any Director all such reasonable expenses as such Director may properly incur in attending and returning from meetings of the Directors or of any committee of the Directors or shareholders' meetings or otherwise in connection with the business of the Company.
72.2 The Company may also fund a Director's expenditure for the purposes permitted under the Statutes and may do anything to enable a Director to avoid incurring such expenditure as provided in the Statutes.
The Directors or any committee authorised by the Directors may exercise all the powers of the Company to provide benefits, either by the payment of gratuities or pensions or by insurance or in any other manner whether similar to the foregoing or not, for any Director or former Director or the relations, or dependants of, or persons connected to, any Director or former Director provided that no benefits (except such as may be provided for by any other Article) may be granted to or in respect of a Director or former Director who has not been employed by, or held an executive office or place of profit under, the Company or any body corporate which is or has been its subsidiary undertaking or any predecessor in business of the Company or any such body corporate without the approval of an Ordinary Resolution of the Company. No Director or former Director shall be accountable to the Company or the members for any benefit provided pursuant to this Article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company.
The Directors may entrust to and confer upon any Director holding any executive office any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.
At every Annual General Meeting, all the Directors shall retire from office and may offer themselves for appointment or re-appointment by the members.
No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any General Meeting unless not less than 7 nor more than 42 days (inclusive of the date on which the notice is given) before the date appointed for the meeting there shall have been lodged at the Office notice in writing signed by some member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of that person's intention to propose such person for election and also notice in writing signed by the person to be proposed of the person's willingness to be elected.
The Company may by Ordinary Resolution elect, and without prejudice thereto the Directors shall have power at any time to appoint, any person to be a Director either to fill a casual vacancy or as an additional Director, but so that the total number of Directors shall not thereby exceed the maximum number (if any) fixed by or in accordance with these Articles. Any person so appointed by the Directors shall hold office only until the next Annual General Meeting and shall then be eligible for election.
under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act;
In addition to any power of removal conferred by the Statutes, the Company may by Special Resolution remove any Director before the expiration of the Director's period of office and may (subject to these Articles) by Ordinary Resolution appoint another person who is willing to act to be a Director in the Director's place.
The quorum necessary for the transaction of business of the Directors may be fixed from time to time by the Directors and unless so fixed at any other number shall be two. A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.
Questions arising at any meeting of the Directors shall be determined by a majority of votes. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.
The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in their number. If the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles or is below the number or quorum fixed by or in accordance with these Articles or there is only one continuing Director, the continuing Directors or Director may fill vacancies and summon General Meetings for the purpose of appointing further Directors. If there are no Directors or Director able or willing to act, then any two members (excluding any member holding shares as treasury shares) may summon a General Meeting for the purpose of appointing Directors.
A resolution in writing, signed by all the Directors entitled to vote thereon, or of a committee of Directors, will be as valid and effective as if it had been passed at a meeting of Directors, or (as the case may be), a committee of Directors duly convened and held. The resolution may consist of several documents in the same terms each signed by one or more Directors, but a resolution signed by an alternate Director need not also be signed by the alternate Director's appointor and, if it is signed by a Director who has appointed an alternate Director, it need not be signed by the alternate Director in that capacity.
All acts done by any meeting of Directors, or of any committee or sub-committee of the Directors, or by any person acting as a Director or as a member of any such committee or subcommittee, shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any of the persons acting as aforesaid, or that any such persons were disqualified or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of the committee or sub-committee and had been entitled to vote.
A Director shall not, by reason of their office or of the fiduciary relationship thereby established, be liable to account to the Company for any remuneration, profit or other benefit realised by reason of their having any type of interest authorised under Article 89.1 or permitted under Article 90.2 and no contract shall be liable to be avoided on the grounds of a Director having any type of interest authorised under Article 89.1 or permitted under Article 90.2.
92.2 Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns that Director's own appointment or the settlement or variation of the terms or the termination of that Director's own appointment or the appointment of another Director to an office or place of profit with a company in which the Company is interested and the Director seeking to vote or be counted in the quorum has a Relevant Interest (as defined in Article 92.4 below) in it.
92.3 A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Directors in respect of any contract in which that Director has an interest and, if they shall do so, that Director's vote shall not be counted, but this prohibition shall not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest arises only from one or more of the following matters:-
company held as treasury shares) or of the voting rights available to members of that company.
The Directors may delegate any of their powers or discretions (including without prejudice to the generality of the foregoing all powers and discretions whose exercise involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to committees. Any such committee shall, unless the Directors otherwise resolve, have power to sub-delegate to sub-committees any of the powers or discretions delegated to it. Any such committee or sub-committee shall consist of one or more Directors and (if thought fit) one or more other named person or persons to be co-opted as hereinafter provided. Insofar as any such power or discretion is delegated to a committee or subcommittee, any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise thereof by such committee or sub-committee. Any committee or sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations which may from time to time be imposed by the Directors. Any such regulations may provide for or authorise the cooption to the committee or sub-committee of persons other than Directors and may provide for members who are not Directors to have voting rights as members of the committee or subcommittee but so that (a) the number of members who are not Directors shall be not more than one-half of the total number of members of the committee or sub-committee and (b) no resolution of the committee or sub-committee shall be effective unless at least half of the members of the committee or sub-committee present throughout the meeting are Directors.
The meetings and proceedings of any such committee or sub-committee consisting of two or more persons shall be governed mutatis mutandis by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are not superseded by any regulations made by the Directors under the last preceding Article.
Subject to the provisions of the Statutes, the memorandum of association of the Company and these Articles and to any directions given by the Company in General Meeting by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company whether relating to the management of the business of the Company or not. No alteration of the memorandum of association or these Articles and no Special Resolution shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that resolution had not been passed. The powers given by this Article shall not be limited by any special power given to the Directors by any other Article.
The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere. The Directors may appoint any persons to be members of such local boards, or to be managers or agents, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate. The Directors may authorise the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit. The Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
98.1 The Directors may from time to time and at any time appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit. Any such appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in the attorney.
Any appointment or delegation by the Directors which is referred to in this Article can be on any conditions decided on by the Directors.
98.3 The ability of the Directors to delegate under this Article applies to all their powers and is not limited because certain Articles refer to powers being exercised by the Directors or by a committee authorised by the Directors while other Articles do not.
The Directors may entrust to and confer upon any individual Director any powers, authorities and discretions (with power to sub-delegate) which they have jointly as Directors upon such terms and conditions and with such restrictions as they think fit, and either collaterally with, or to the exclusion of, the powers, authorities and discretions of the Directors acting jointly and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this Article shall be effective in relation to the powers, authorities and discretions of the Directors generally and shall not be limited by the fact that in certain Articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Directors or by a committee authorised by the Directors.
The Directors may from time to time elect a President of the Company and may determine the period for which such President shall hold office. Such President may be either honorary or paid such remuneration as the Directors in their discretion shall think fit, and need not be a Director but shall, if not a Director, be entitled to receive notice of and attend and speak, but not to vote, at all meetings of the board of Directors.
All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.
all as shown by the then latest audited balance sheet but after
(iv) the principal amount of any debenture (whether secured or unsecured) of a member of the group beneficially owned otherwise than by a member of the group,
(v) any fixed or minimum premium payable by a member of the group on final repayment of any borrowing or deemed borrowing, and
but do not include:-
balance sheet on the basis of one convention, but a supplementary audited balance sheet on the basis of another, the main audited balance sheet shall be taken as the audited balance sheet;
alternate Director shall not be entitled to receive from the Company in respect of the appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to the alternate Director's appointor as such appointor may by notice in writing to the Company from time to time direct.
The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for any purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits. In carrying sums to reserve and in applying the same the Directors shall comply with the provisions of the Statutes.
The Company may by Ordinary Resolution declare dividends but no such dividend shall exceed the amount recommended by the Directors.
If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof and may also from time to time pay interim dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit. Provided the Directors act in good faith they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment, on any other class of shares having rights ranking after or pari passu with those shares, of any such fixed or interim dividend as aforesaid.
The Company may upon the recommendation of the Directors by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid-up shares or debentures of any other company) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates, may fix the value for distribution of such specific assets or any part thereof, may determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the rights of members and may vest any assets in trustees.
Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purposes of this Article no amount paid on a share in advance of calls shall be treated as paid on the share.
The Directors may for this purpose decide that different methods of payment may apply to different holders or groups thereof.
the dividend or other sum shall be treated as unclaimed for the purposes of these Articles.
Subject to the rights attaching to, or the terms of issue of, any shares, no dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.
The payment by the Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof and any dividend unclaimed after a period of 12 years from the date on which such dividend was declared or became due for payment shall be forfeited and shall revert to the Company.
The waiver in whole or in part of any dividend on any share shall be effective only if such waiver is in writing (whether or not executed as a deed), signed by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company, and if or to the extent that the same is accepted as such or acted upon by the Company.
114.1 The Directors may, with the sanction of an Ordinary Resolution of the Company, capitalise all or part of any amount standing to the credit of any of the Company's reserve accounts or all or part of any amount standing to the credit of any fund (including the retained earnings) at the relevant time whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the members or any class of members who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is applied either in or towards paying up the amounts unpaid at the relevant time on any shares in the Company held by those members respectively or in paying up in full shares, debentures or other obligations of the Company to be allotted and distributed credited as fully paid up among those members, or partly in one way and partly in the other, but so that, for the purposes of this Article: (a) a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up in full shares of the Company that are to be allotted and distributed as fully paid up; and (b) where the amount capitalised is applied in paying up in full shares that are to be allotted and distributed as fully paid up, the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly.
114.2 The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the members concerned). The Directors may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for any such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties.
showing quotations for the Company's Ordinary Shares), on each of five consecutive dealing days as the Directors shall determine provided that the first of such days shall be on or after the day on which the Ordinary Shares are first quoted "ex" the relevant dividend or in such other manner as may be determined by or in accordance with the Ordinary Resolution. A certificate or report by the auditors as to the value of the Ordinary Shares to be allotted in respect of any dividend shall be conclusive evidence of that amount and in giving such a certificate or report the auditors may rely on advice or information from brokers or other sources of information as they think fit.
115.10 The Directors may exclude from any offer, or make other arrangement in relation to, any holders of Ordinary Shares where the Directors believe that such exclusion or arrangement is necessary or expedient in relation to legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory, or the Directors believe that for any other reason the offer should not be made to them.
115.11 The Directors may decide how any costs relating to making new shares available in place of cash dividend will be met, including deciding to deduct an amount from the entitlement of a shareholder under this Article.
Notwithstanding any other provision of these Articles, the Company or the Directors may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made. The power to fix any such record date shall include the power to fix a time on the chosen date.
No member in their capacity as such shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law, ordered by a court of competent jurisdiction or authorised by the Directors or by Ordinary Resolution of the Company.
The Company may send or supply copies of its strategic reports with supplementary material to members of the Company instead of copies of its full accounts and reports.
Subject to the provisions of the Statutes, all acts done by any person acting as an auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in the appointment or that such person was at the time of the appointment not qualified for appointment or subsequently became disqualified.
An auditor shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting which any member is entitled to receive and to be heard at any General Meeting on any part of the business of the meeting which concerns the auditor.
notwithstanding that the Company subsequently sends a hard copy of such notice, document or information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. In proving that a notice, document or other information served, sent or supplied by electronic means was served, sent or supplied, it shall be sufficient to prove that it was properly addressed.
123.4 The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all persons who are entitled to a member's shares in consequence of the death or bankruptcy of a member or otherwise by operation of law and may also in its sole discretion, where it considers necessary or appropriate to deal with legal, regulatory or practical problems in, or under the laws of, any territory, determine not to serve, send or supply a particular notice, document or other information to any particular such person.
For a member registered on a branch register, notices, documents or other information can be posted or despatched in the United Kingdom or in the country where the branch register is kept.
If at any time by reason of the suspension or curtailment of postal services within the United Kingdom or some part of the United Kingdom, the Company is unable effectively to convene a shareholders' meeting by notices sent through the post, the Company need only give notice of the meeting to those members with whom the Company can communicate by electronic means and who have provided the Company with an address for this purpose. The Company shall also advertise the notice in at least one national newspaper and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof. If at least six clear days prior to the meeting the sending or supply of notices by post in hard copy form has again become generally possible, the Company shall send or supply confirmatory copies of the notice by post to those members who would otherwise receive the notice in hard copy form.
The Directors shall have power in the name and on behalf of the Company to present a petition to the Court for the Company to be wound up.
(d) any instrument of proxy which has been used for the purpose of a poll at any time after a period of one year has elapsed from the date of use; and
(e) any instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates.
| Article | Page | |
|---|---|---|
| 1 | Exclusion of other regulations 1 | |
| 2 | Interpretation 1 | |
| 3 | Limited Liability 3 | |
| 4 | Change of Name 3 | |
| 5 | Rights attaching to shares 3 | |
| 6 | Directors' power to allot 4 | |
| 7 | Commissions on issue of shares 4 | |
| 8 | Renunciation of allotment 4 | |
| 9 | Trust etc. interests not recognised 4 | |
| 10 | Issue of share certificates 4 | |
| 11 | Form of share certificate 4 | |
| 12 | Joint holders 5 | |
| 13 | Replacement of share certificates 5 | |
| 14 | Power to make calls 5 | |
| 15 | Liability for calls 5 | |
| 16 | Interest on overdue amounts 6 | |
| 17 | Other sums due on shares 6 | |
| 18 | Power to differentiate between holders 6 | |
| 19 | Payment of calls in advance 6 | |
| 20 | Notice on failure to pay a call 6 | |
| 21 | Forfeiture for non-compliance 7 | |
| 22 | Disposal of forfeited shares 7 | |
| 23 | Holder to remain liable despite forfeiture 7 | |
| 24 | Lien on partly-paid shares 7 | |
| 25 | Sale of shares subject to lien 8 | |
| 26 | Proceeds of sale of shares subject to lien 8 | |
| 27 | Evidence of forfeiture 8 | |
| 28 | Manner of variation of rights 8 | |
| 29 | Matters not constituting variation of rights 9 | |
| 30 | Form of transfer 9 | |
| 31 | Balance certificate 9 | |
| 32 | Right to refuse registration 9 | |
| 33 | No fee on registration 10 | |
| 34 | Branch register 10 | |
| 35 | Further provisions on shares in uncertificated form 10 | |
| 36 | Persons entitled on death 12 | |
| 37 | Election by persons entitled by transmission 12 | |
| 38 | Rights of persons entitled by transmission 12 | |
| 39 | Sub-division or consolidation 13 | |
| 40 | Untraced shareholders 13 | |
| 41 | Arrangements in connection with General Meetings 14 | |
| 42 | General Meetings at more than one place 14 | |
| 43 | Omission or non-receipt of notice 14 | |
| 44 | Postponement of General Meeting 15 | |
| 45 | Chairman 15 | |
| 46 | Quorum 15 | |
| 47 | Lack of quorum 15 |
| 48 | Security arrangements 16 | |
|---|---|---|
| 49 | Orderly conduct 16 | |
| 50 | Entitlement to attend and speak 16 | |
| 51 | Adjournment 16 | |
| 52 | Notice of adjourned meeting 17 | |
| 53 | Amendments to resolutions 17 | |
| 54 | Demand for poll 17 | |
| 55 | Procedure on a poll 18 | |
| 56 | Timing of poll 18 | |
| 57 | Votes attaching to shares 18 | |
| 58 | Votes of joint holders 18 | |
| 59 | Restriction on voting in particular circumstances 18 | |
| 60 | Voting by guardian 20 | |
| 61 | No right to vote where sums overdue 21 | |
| 62 | Validity and result of vote 21 | |
| 63 | Appointment of proxies 21 | |
| 64 | Form of proxy 21 | |
| 65 | Receipt of proxies 22 | |
| 66 | Revocation of proxy 23 | |
| 67 | Separate shareholders' meetings 23 | |
| 68 | Number of Directors 23 | |
| 69 | Share qualification 23 | |
| 70 | Directors' fees 23 | |
| 71 | Other remuneration of Directors 23 | |
| 72 | Directors' expenses 23 | |
| 73 | Directors' pensions and other benefits 24 | |
| 74 | Appointment of executive Directors 24 | |
| 75 | Powers of executive Directors 24 | |
| 76 | Retirement by rotation at Annual General Meetings 24 | |
| 77 | Re-election of retiring Director 25 | |
| 78 | Nomination of Director for election 25 | |
| 79 | Election or appointment of additional Director 25 | |
| 80 | Vacation of office 25 | |
| 81 | Removal of Director 26 | |
| 82 | Convening of meetings of Directors 26 | |
| 83 | Quorum 26 | |
| 84 | Chairman 27 | |
| 85 | Casting vote 27 | |
| 86 | Number of Directors below minimum 27 | |
| 87 | Written resolutions 27 | |
| 88 | Validity of proceedings 27 | |
| 89 | Conflicts of interest requiring authorisation by the Directors 28 | |
| 90 | Other Conflicts of interest 29 | |
| 91 | Benefits 29 | |
| 92 | Quorum and voting requirements 29 | |
| 93 | General 31 | |
| 94 | Appointment and constitution of committees 31 | |
| 95 | Proceedings of committee meetings 32 | |
| 96 | General powers 32 | |
| 97 | Local boards 32 | |
| 98 | Appointment of attorney 32 |
| 99 | Delegation to individual Directors 33 | |
|---|---|---|
| 100 | President 33 | |
| 101 | Signature on cheques etc. 33 | |
| 102 | Borrowing powers 34 | |
| 103 | Alternate Directors 36 | |
| 104 | Establishment of reserves 37 | |
| 105 | Final dividends 37 | |
| 106 | Fixed and interim dividends 37 | |
| 107 | Distribution in specie 37 | |
| 108 | Ranking of shares for dividend 37 | |
| 109 | Manner of payment of dividends 38 | |
| 110 | No interest on dividends 39 | |
| 111 | Retention of dividends 39 | |
| 112 | Unclaimed dividend 39 | |
| 113 | Waiver of dividend 39 | |
| 114 | Capitalisation of profits and reserves 39 | |
| 115 | Scrip dividends 40 | |
| 116 | Record date 42 | |
| 117 | Inspection of records 42 | |
| 118 | Summary financial statements 42 | |
| 119 | Validity of auditor's acts 43 | |
| 120 | Auditor's right to attend General Meetings 43 | |
| 121 | Service of notices 43 | |
| 122 | Joint holders 44 | |
| 123 | Deceased and bankrupt members 44 | |
| 124 | Overseas members 45 | |
| 125 | Suspension of postal services 45 | |
| 126 | Directors' power to petition 45 | |
| 127 | Destruction of documents 45 | |
| 128 | Indemnity 46 |
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