Mobico Group PLC (formerly: National Express Group)

AGM Information • Apr 30, 2020

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title: HouseStyle
author: Any Authorised User
date: 2020-04-30 11:16:00+00:00

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The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors.

Subject to the provisions of the written laws passed by legislative bodies (’Statutes’), the directors may from time to time pay such interim dividends as they think fit and may also pay a specified annual return on the nominal value paid on shares (‘Fixed Dividend’) on any Ordinary Shares of the Company half-yearly or otherwise on fixed dates, assuming the Company has the distributable reserves to do so. No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of the Statutes which apply to the Company.

All dividends shall be apportioned and paid proportionately to the amounts paid up on the Ordinary Shares during any portion or portions of the period in respect of which the dividend is paid.

PARTICULARS OF THE RIGHTS ATTACHING TO ORDINARY SHARES (the “Ordinary Shares”) IN THE CAPITAL OF NATIONAL EXPRESS GROUP PLC (the “Company”)

Pursuant to the UK Listing Rule 9.2.6E, the Company confirms the following with regard to the rights attaching to the Ordinary Shares of 5p each of the Company, as set out in the Articles of Association of the Company.

Voting rights

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded. On a show of hands every member present in person shall have one vote. On a show of hands every proxy present who has been duly appointed by one or more members shall have one vote provided that a proxy shall have one vote for and against the resolution if a) the proxy has been duly appointed by more than one Member entitled to vote on the resolution, and b) the proxy has been instructed by, or exercises a discretion given by, one or more of those Members to vote for the resolution and has been instructed by, or exercises a discretion given by, one or more other of those Members to vote against it.

On a poll every member present in person or by proxy shall have one vote for each Ordinary Share of which he is a holder. Where a person is present by proxy or proxies, he is treated as holding only the Ordinary Shares in respect of which those proxies are authorised to exercise voting rights.

The right to vote is determined by reference to the register of members at a time specified in the notice of meeting, being not more than 48 hours (disregarding non-working days) before the general meeting in question.

Dividend rights

Any dividend unclaimed after a period of 12 years or more from the date on which such dividend was declared or became due for payment shall be forfeited and shall revert to the Company.

Pre-emption rights

Any equity securities issued by the Company for cash must first be offered to the holders of the Ordinary Shares in proportion to their shareholding in accordance with the Companies Act 2006. Such pre-emption rights may be disapplied by a special resolution of the shareholders, whether generally or specifically, for a maximum period not exceeding five years. On a regular basis, the Company may continue to seek the ability to preserve the right to disapply pre-emption rights in line with market practice and the Companies Act 2006.

Restrictions on transfer of shares

The directors may, in their absolute discretion, refuse to register any transfer of any share which is not a fully-paid share (whether certificated or uncertificated) provided that, where any such shares are admitted to the Official List of the Financial Conduct Authority or admitted to AIM such discretion may not be exercised in a way which the Financial Conduct Authority or the London Stock Exchange regards as preventing dealings in the shares of the relevant class or classes from taking place on an open and proper basis. The directors may likewise refuse to register any transfer of a share (whether certificated or uncertificated), whether fully-paid or not, in favour of more than four persons jointly

Rights to share in any surplus in the event of liquidation

If the Company is wound up, the liquidator may, subject to the Statutes, with the sanction of a special resolution of the Company and any other sanction as required by the Statutes, divide among the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities or other assets whereon there is any liability.

Redemption provisions.

The Ordinary Shares are not redeemable.

Subject to the provisions of the Statutes any shares may be issued which are to be redeemed or liable to be redeemed at the option of the Company or the shareholder. The terms and conditions and manner of redemption may be determined by the directors provided that this is done before the shares are allotted.

Conversion provisions

The Ordinary Shares are not convertible.

Call on shares

The directors may, subject to the terms of allotment, from time to time make such calls upon the members as they think fit in respect of any monies unpaid on their Ordinary Shares (whether on account of the nominal value of the Ordinary Shares or by way of premium) and each member shall (subject to the Company serving on him at least 14 days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed, in whole or in part, as the directors may determine. A person upon whom a call is made shall remain liable for all calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

Share forfeiture

If any member fails to pay any call or instalment in full on or before the day appointed for payment, the directors may, at any time thereafter serve a notice on him requiring him to pay so much of the call or instalment as is unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment.

If the requirements of any such notice as aforesaid are not complied with, any Ordinary Share in respect of which such notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. Such forfeiture shall extend to all dividends declared and other monies payable in respect of the Ordinary Shares so forfeited and not actually paid before such forfeiture. Forfeiture shall be deemed to occur at the time of the passing of the said resolution of the directors. The directors may accept a surrender of any Ordinary Share liable to be forfeited hereunder upon such terms and conditions as they think fit.

Lien on partly paid shares

The Company shall have a first and paramount lien on every Ordinary Share (not being a fully paid Ordinary Share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of such Ordinary Share, but the directors may at any time waive any lien which has arisen and may declare any share to be wholly or in part exempt from the provisions under the Company’s articles of association. The Company's lien, if any, on an Ordinary Share shall extend to all amounts payable in respect of it.

Suspension of voting rights for non-payment of calls and non-disclosure interest

No member shall, unless the directors otherwise determine, be entitled, in respect of any share in the capital of the Company held by him, to be present or to vote on any question, either in person or by proxy, at any general meeting, or meeting of the holders of any class of shares of the Company, or upon any poll or to be reckoned in a quorum, or to exercise any other right or privilege conferred by membership in relation to general meetings of the Company or meetings of the holders of any class of shares of the Company if any call or other sum presently payable by him to the Company in respect of such share remains unpaid.