Regulatory Filings • May 27, 2020
Regulatory Filings
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Private & Confidential
No. 328020
ARTICLES OF ASSOCIATION
of
Mountview Estates P.L.C.
(As adopted by Special Resolution passed on 11 August 2010 and as amended by Ordinary Resolution passed on 13 November 2017)
| Article No. | Page | |
|---|---|---|
| PRELIMINARY | ||
| – | Table A not to apply | |
| 2 | ||
| 3 | ||
| 4 | ||
| SHARE CAPITAL | ||
| 5 | Redeemable shares | |
| 6 | ||
| / | Share warrants to bearer | |
| 8 | ||
| 9 | ||
| SHARE CERTIFICATES | ||
| 10 | ||
| 11 Replacement certificates | ||
| LIEN ON SHARES | ||
| 12 Lien on shares not fully paid | ||
| 13 Enforcement of lien by sale | ||
| 14 | ||
| CALLS ON SHARES | ||
| 15 C Calls | ||
| 16 Liability of joint holders | ||
| 17 | ||
| 18 | ||
| 19 Sums due on allotment treated as calls | ||
| 20 | ||
| 21 Payment in advance of calls | ||
| FORFEITURE OF SHARES | ||
| 22 | Notice if call not paid | |
| 23 | ||
| 24 | ||
| 25 - Forfeiture may be annulled | ||
| 26 Surrender | ||
| 27 Disposal of forfeited shares | ||
| 28 | Effect of forfeiture | |
| 29 |
| 30 - | Evidence of forfeiture | |
|---|---|---|
| TRANSFER OF SHARES | ||
| 31 | ||
| 32 | ||
| 33 | ||
| 34 | ||
| 35 Other powers in relation to transfers | ||
| TRANSMISSION OF SHARES | ||
| 36 On death | ||
| 37 Election of person entitled by transmission | ||
| 38 Rights on transmission | ||
| DESTRUCTION OF DOCUMENTS | ||
| အစ္ကာ အခု အခြင္း အခု | Destruction of documents | |
| ALTERATION OF SHARE CAPITAL | ||
| 40 - | Fractions | |
| VARIATION OF CLASS RIGHTS | ||
| 41 Sanction to variation | ||
| 42 Class meetings | ||
| 43 | ||
| MEETINGS OF MEMBERS | ||
| 44 | ||
| 45 General meetings | ||
| 46 Convening of general meeting | ||
| 47 Notice of annual general meetings and general meetings | ||
| 48 Omission to send notice or non-receipt of notice | ||
| 49 | Postponement of general meetings or annual general meetings | |
| PROCEEDINGS AT ANNUAL GENERAL MEETINGS AND GENERAL MEETINGS | ||
| 50 Quorum | ||
| 51 | ||
| 52 Chairman | ||
| 53 Entitlement to attend and speak | ||
| 54 - | Power to adjourn | |
| 55 | ||
| 56 Business of adjourned meeting | ||
| 57 | ||
| 58 Orderly Conduct |
| VOTING AND POLLS | ||
|---|---|---|
| တ္ကုိ ဘူးမွာ | Method of voting | |
| 60 Chairman's declaration conclusive on show of hands | ||
| 61 | Objection to or error in voting | |
| 62 | ||
| 63 | ||
| 64 | Votes of members | |
| 65 | Votes of joint holders | |
| 66 | ||
| PROXIES AND CORPORATE REPRESENTATIVES | ||
| 67 | Voting by proxy | |
| ల్లిక్ | Form of proxy | |
| રત દેશ | Deposit or receipt of proxy | |
| 70 | ||
| /1 | Revocation of proxy | |
| 72 Corporate representatives | ||
| 73 | ||
| 74 | ||
| UNTRACED MEMBERS | ||
| 75 - Power of sale | ||
| 76 | ||
| PRESIDENT | ||
| 77 | Appointment of President | |
| 78 | ||
| APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS | ||
| 79 | ||
| 80 | Power of Company to appoint Directors | |
| 81 | Power of Board to appoint Directors | |
| 82 | Appointment of executive Directors | |
| 83 | Eligibility of new Directors | |
| 84 | Resolution for appointment of two or more Directors | |
| റ്റാ | Retirement at annual general meetings | |
| ರಿಗೆ | Position of retiring Director | |
| 87 | Deemed re-appointment | |
| 88. | Removal by ordinary resolution | |
| 89 | Vacation of office by Director | |
| 90 | ||
| ALTERNATE DIRECTORS |
| 91 | Appointments | |
|---|---|---|
| 92 | ||
| 93 Alternate Director responsible for own acts | ||
| 94 | ||
| 95 Revocation of appointment | ||
| DIRECTORS' REMUNERATION, EXPENSES AND PENSIONS | ||
| 96 Directors' fees | ||
| 97 | ||
| မွတ္တစ္ကုိတ | Additional remuneration | |
| 99 Remuneration of executive Directors | ||
| 100 Pensions and other benefits | ||
| POWERS AND DUTIES OF THE BOARD | ||
| 101 Powers of the Board | ||
| 102 Powers of Directors being less than minimum number | ||
| 103 Powers of executive Directors | ||
| 104 Delegation to committees | ||
| 105 Delegation to individual Directors | ||
| 106 Local management | ||
| 107 Power of attorney | ||
| 108 Powers of delegation | ||
| 109 Exercise of voting power | ||
| 110 Provision for employees | ||
| 111 Overseas registers | ||
| 112 Borrowing powers | ||
| PROCEEDINGS OF DIRECTORS AND COMMITTEES | ||
| 113 Board meetings | ||
| 114 Notice of Board meetings | ||
| 115 Quorum | ||
| 116 Chairman of Board | ||
| 117 Voting and the Chairman's casting vote | ||
| 118 Electronic participation in meetings | ||
| 119 Resolution in writing | ||
| 120 Minutes of proceedings | ||
| 121 Validity of proceedings | ||
| DIRECTORS' INTERESTS | ||
| 122 Directors may have interests | ||
| 123 Power of the Board to authorise conflicts of interest | ||
| 124 Declaration of interests |
| 125 Entitlement to keep information confidential | |
|---|---|
| 126 Avoiding conflicts of interest | |
| 127 Overriding principles | |
| 128 Interested Director not to vote or count for quorum | |
| 129 Director's interest in own appointment | |
| 130 Chairman's ruling conclusive on Director's interest | |
| 131 Directors' resolution conclusive on Chairman's interest | |
| 132 Relaxation of provisions | |
| 133 Definitions | |
| AUTHENTICATION OF DOCUMENTS | |
| 134 Power to authenticate documents | |
| SEALS | |
| 135 Safe custody | |
| 136 Application of seals | |
| 137 Execution as a deed without sealing | |
| THE SECRETARY | |
| 138 The Secretary | |
| DVIDENDS AND OTHER PAYMENTS | |
| 139 Declaration of dividends | |
| 140 Interim dividends | |
| 141 Entitlement to dividends | |
| 142 Calls or debts may be deducted from dividends | |
| 143 Distribution in specie | |
| 144 Dividends not to bear interest | |
| 145 Method of payment | |
| 146 Uncashed dividends | |
| 147 Unclaimed dividends | |
| 148 Payment of scrip dividends | |
| 149 Reserves | |
| 150 Capitalisation of reserves | |
| 151 Record dates | |
| ACCOUNTS | |
| 152 Inspection of records | |
| 153 Accounts to be sent to members | |
| 154 Summary financial statements | |
| NOTICES | |
| 155 Form of Notices | |
| 156 Service of notice on members | |
|---|---|
| 157 Service of notice in case of death or bankruptcy, etc | |
| 158 - Evidence of service | |
| 159 Notice binding on transferees | |
| 160 Notice by advertisement | |
| 161 Suspension of postal services | |
| WINDING UP | |
| 162 Winding up | |
| INDEMNITY | |
| 163 Right to indemnity |
No. 328020
THE COMPANIES ACTS 1929 TO 2006
ARTICLES OF ASSOCIATION
of
Mountview Estates P.L.C.
(As adopted by Ordinary Resolution passed on 13 November 2017)
No regulations set out in any statute or in any statutory instrument or other subordinate legislation concerning companies (including the regulations in Table A of The Companies (Tables A to F) Regulations 1985 as amended and any model articles prescribed under the Companies Act 2006) shall apply as the regulations or articles of the Company, but the following shall be the Articles of Association of the Company.
2.1 In these Articles, unless the context otherwise requires, the following expressions have the following meanings:
address includes a number or address used for the purposes of sending or receiving documents or information by electronic means;
these Articles means these Articles of Association as originally adopted as the same may be amended from time to time (and Article means one of these Articles);
Auditors means the auditors for the time being of the Company or, in the case of joint auditors, any one of them;
authenticated means (subject to the Companies Acts)1 authenticated in such manner as the Board may in its absolute discretion determine;
Board means the board of Directors for the time being of the Company or the Directors present or deemed to be present at a duly convened meeting of Directors at which a quorum is present;
1 Section 1146 CA 2006
CA 2006 means the Companies Act 2006;
cash memorandum account means an account so designated by the Operator of the relevant system;
Chairman means the chairman (if any) of the Board or, where the context requires, the chairman of a general meeting or annual general meeting of the Company;
clear days means (in relation to the period of a notice) that period excluding the day when the notice is given and the day of the meeting;
Company means Mountview Estates P.L.C .;
Companies Acts means CA 2006 and, where the context requires, every other statute from time to time in force concerning companies and affecting the Company;
Depositary means a custodian or other person (or a nominee for such custodian or other person) appointed under contractual arrangements with the Company or other arrangements approved by the Board whereby such custodian or other person or nominee holds or is interested in shares of the Company or rights or interests in shares of the Company and issues securities or other documents of title or otherwise evidencing the entitlement of the holder thereof to or to receive such shares, rights or interests, provided and to the extent that such arrangements have been approved by the Board for the purpose of these Articles, and shall include, where approved by the Board, the trustees (acting in their capacity as such) of any employees' share scheme established by the Company or any other scheme or arrangement principally for the benefit of employees or those in the Company and/or its subsidiaries or their respective businesses and the managers (acting in their capacity as such) of any investment or savings plan, which, in each case, the Board has approved;
Director means a director for the being of the Company and includes any person appointed by him as his alternate director while acting as such;
Disclosure and Transparency Rules means the Disclosure and Transparency Rules made by the UKLA as the same may be amended from time to time;
electronic form and electronic means have the meanings given to them in the Companies Acts2;
execution includes any mode of execution (and executed shall be construed accordingly);
FSMA means the Financial Services and Markets Act 2000;
² Section 1168 CA 2006
holder means (in relation to any share) the member whose name is entered in the Register as the holder or, where the context permits, the members whose names are entered in the Register as the joint holders of that share;
Listing Rules means the listing rules made by the UKLA 3relating to the Official List as the same may be amended from time to time;
London Stock Exchange means London Stock Exchange plc or other principal stock exchange in the United Kingdom for the time being;
member means a member of the Company or, where the context requires, a member of the Board or of any committee;
Office means the registered office for the time being of the Company;
Official List means the list of securities that have been admitted to listing which is maintained by the UKLA in accordance with FSMA4;
Operator means Euroclear UK & Ireland Limited or such other person as may for the time being be approved by HM Treasury as Operator under the Regulations;
paid up means paid up or credited as paid up;
participating security means a security title to units which are permitted by the Operator to be transferred by means of a relevant system;
recognised clearing house means a clearing house granted recognition under FSMA;
recognised investment exchange means an investment exchange granted recognition under FSMA;
recognised person means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange which is designated as mentioned in the Companies Acts5;
Register means the register of members of the Company to be kept pursuant to the Companies Acts® or, as the case may be, any overseas branch register kept pursuant to Article 111;
Regulations means The Uncertificated Securities Regulations 2001 (SI 2001 No 3755) as the same may be amended from time to time and any provisions of or under the Companies Acts which supplement or replace such Regulations;
3 In accordance with section 73A(2) FSMA
4 Section 74(1) FSMA
5 Section 778 CA 2006
6 Section 113 CA 2006
relevant system means a computer-based system and procedures which enable title to units of a security to be evidenced and transferred without a written instrument pursuant to the Regulations;
Seal means the common seal of the Company or any official or securities seal that the Company may be permitted to have under the Companies Acts7;
Secretary means the secretary for the time being of the Company or any other person appointed to perform any of the duties of the secretary of the Company including (subject to the provisions of the Companies Acts®) a joint, temporary, assistant or deputy secretary;
share means a share of the Company;
UKLA means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA;
United Kingdom means Great Britain and Northern Ireland;
working day has the meaning given to it in the Companies Acts9; and
writing or written means printing, typewriting, lithography, and any other mode or modes of representing or reproducing words in a legible and non-transitory form, whether sent or supplied in electronic form or otherwise.
7 Section 45 CA 2006
8 Section 274 CA 2006
9 Section 1173 CA 2006
The liability of the members is limited to the amount, if any, unpaid on their shares.
arrangements or regulations which the Board may make from time to time pursuant to Article 4.2.12;
making of a payment in accordance with the facilities and requirements of the relevant system concerned shall be a good discharge to the Company;
10 Sections 769, 776 - 778 CA 2006
Subject to the provisions of the Companies Acts11 and to any special rights for the time being attached to any existing shares, any share may be issued which is, or at the option of the Company or of the holder of such share is liable, to be redeemed on such terms and in such manner as these Articles may provide or the Directors may determine.
Subject to the provisions of the Companies Acts12 and to any rights for the time being attached to any existing shares, any shares may be allotted or issued with, or have attached to them, such preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise, as the Company may from time by ordinary resolution determine or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.
11 Section 684 CA 2006
12 Sections 549-609 CA 2006
The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts13. Subject to the provisions of the Companies Acts14, any such commission or brokerage may be satisfied by the payment of cash, the allotment of fully or partly paid shares, the grant of an option to call for an allotment of shares or any combination of such methods.
9.1 Except as otherwise expressly provided by these Articles, as required by a court of competent jurisdiction, the Company shall not recognise any person as holding any share on any trust, and the Company shall not be bound by or required in any way to recognise
13 Section 552 and 553 CA 2006
14 Section 552 and 553 CA 2006
(even when having notice of it) any equitable, contingent, future, partial or other claim to or interest in any shares other than an absolute right of the whole of the share.
1.1 in this Article 11 may be made by any one of the joint holders.
The Company shall have a first and paramount lien on each of its shares which is not fully paid, for all amounts payable to the Company (whether presently or not) in respect of that share. The Board 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 Board may sell all or any of the shares subject to any lien at such time or times and in such manner as it may determine. However, no sale shall be made until such time as any moneys in respect of which such lien exists are presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, and until notice in writing shall have been served on the holder or the person (if any) entitled by transmission to the shares, demanding the amount due or specifying the liability or engagement and demanding payment or fulfilment or discharge thereof and giving notice of intention to sell if default in payment, fulfilment or discharge shall continue for 14 clear days after service of such notice. For giving effect to any such sale, the Board may authorise some person to execute an instrument of the shares sold in the name and on behalf of the holder or the person entitled by transmission in favour of the purchaser or as the purchaser may direct. The purchaser shall not be bound to see to the application of any purchase consideration nor shall his title to the shares be affected by any act, omission, irregularity or invalidity relating to or connected with the proceedings in reference to the sale.
The net proceeds of any sale of shares subject to any lien, after payment of the expenses of sale, shall be applied in or towards satisfaction of so much of the amount due to the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged. The balance (if any) shall (on surrender to the Company for cancellation of the certificate for the shares sold, and subject to a like lien for any moneys not presently payable or any liability or engagement not liable to be presently fulfilled or discharged as existed on the shares before the sale) be paid (without interest) to the holder or the person (if any) entitled by transmission to the shares so sold.
Subject to the terms of allotment of shares, the Board may from time make calls on the members in respect of any moneys unpaid on the shares of any class held by them respectively (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue. A call may be required to be paid by instalments. Each member shall (subject to receiving at least 14 clear days' notice specifying when and where payment is to be made and whether or not by instalments) be liable to pay the amount of every call so made on him as required by the notice. A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed or (as the case may require) any person to whom power has been delegated pursuant to these Articles serves notice of exercise of such power. A call may, before receipt by the Company of any sum due thereunder, be either revoked or postponed in whole or part as regards all or any such members as the Board may determine. A person on whom a call is made shall remain liable notwithstanding the subsequent transfer of the shares in respect of which the call was made.
The joint holders of a share shall be jointly and severally liable for the payment of all calls in respect thereof.
If the whole of the sum payable in respect of any call is not paid on or before the day appointed for payment, the person from whom it is due and payable shall pay all costs, charges and expenses that the Company may have incurred by reason of such non-payment, together with interest on the unpaid amount from the day appointed for payment thereof to the day of actual payment (both days inclusive) at the rate fixed by the terms of the share or, if no rate is so fixed, at such rate, not exceeding 15 per cent per annum, as the Board shall determine. The Board may waive payment of such costs, charges, expenses or interest in whole or in part.
Unless the Board otherwise determines, no member shall be entitled to receive any dividend or to be present and vote at a general meeting or annual general meeting or at any separate general meeting of the holders of any class of shares either in person or (save as proxy for another member) by proxy, or be reckoned in a quorum, or to exercise any other right or privilege as a member in respect of a share held by him unless and until he shall have paid all calls for the time being due and payable by him in respect of that share, whether alone or jointly with any other person, together with interest and expenses (if any) payable by such member to the Company.
Any sum payable in respect of a share on allotment or at any fixed date, whether in respect of the nominal value of the share or by way of premium or as an instalment of a call, shall for all purposes of these Articles be deemed to be a call duly made. If it is not paid, the provisions of these Articles shall apply as if such amount had become due and payable by virtue of a call.
The Board may make arrangements on the allotment or issue of shares for a difference as between the allottees or holders of such shares in the amount and time of payment of calls.
The Board may, if it thinks fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid on the shares held by him. Such payment in advance of calls shall extinguish pro tanto the liability on the shares on which it is made. The Company may pay interest on the money paid in advance, or so much of it as exceeds the amount for the time being called up on the shares in respect of which such advance has been made, at such rate as may be agreed between the payor and the Board (not exceeding 15 per cent. per annum). The Board may at any time repay the amount so advanced on giving to such member not less than three months' notice in writing of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.
If any member fails to pay the whole of any call or any instalment of any call on or before the day appointed for payment, the Board may at any time serve a notice in writing on such member or on any person entitled to the shares by transmission, requiring payment, on a date not less than 14 clear days from the date of the notice, of the amount unpaid and any interest which may have accrued thereon and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where the payment is to be made and state that, if the notice is not complied with, the shares in respect of which such call was made will be liable to be forfeited.
If the notice referred to in Article 22 is not complied with, any share in respect of which it was given may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.
When any share has been forfeited, notice of the forfeiture shall be served on the person who was before forfeiture the holder of the share or the person entitled to such share by transmission (as the case may be). An entry of such notice having been given and of the forfeiture with the date thereof shall forthwith be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry as aforesaid.
The Board may, at any time before any share so forfeited has been cancelled or sold, re-allotted or otherwise disposed of, annul the forfeiture, on the terms that payment shall be made of all calls and interest due thereon and all expenses incurred in respect of the share and on such further terms (if any) as the Board shall see fit.
The Board may accept a surrender of any share liable to be forfeited. In such case, references in these Articles to forfeiture shall include surrender.
Every share which is forfeited shall on forfeiture become the property of the Company. Subject to the provisions of the Companies Acts15, any forfeited share may be sold, re-allotted or otherwise disposed of, either to the person who was the holder before forfeiture or otherwise entitled to the share, or to any other person, on such terms and in such manner as the Board shall determine. The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register, notwithstanding the absence of any share certificate being lodged in respect of the share and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal.
15 Section 662 CA 2006
A shareholder whose shares have been forfeited shall cease to be a member in respect of the shares forfeited and shall surrender to the Company for cancellation the certificate for such shares. He shall nevertheless be liable to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest thereon at 15 per cent per annum (or such lower rate as the Board may determine) from the date of the date of payment (both dates inclusive), in the same manner in all respects as if the shares had not been forfeited, and to satisfy all (if any) claims, demands and liabilities which the Company might have enforced in respect of the shares at the time of forfeiture, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
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 holder whose share is forfeited (or the person entitled by transmission to the forfeited share) and the Company, except only such of those rights and liabilities as are by these Articles expressly saved, or as are by the Companies Acts given or imposed in the case of past members.
A statutory declaration by a Director or the Secretary that a share has been forfeited in pursuance of these Articles, and stating the date on which it was forfeited, shall, as against all persons claiming to be entitled to that share, be conclusive evidence of the facts therein stated. The declaration, together with the receipt of the Company for the consideration (if any) given for the share on the sale or disposition thereof and a certificate for the share delivered to the person to whom the same is sold or disposed of, shall (subject if necessary to the execution of an instrument of transfer) constitute a good title to the share. Subject to the execution of any necessary transfer, such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition and shall not be bound to see to the application of any purchase consideration, nor shall his title to the share be affected by any act, omission, irregularity or invalidity relating to or connected with the proceedings in reference to the forfeiture or disposal of the share. Such person shall not (except by express agreement with the Company) become entitled to any dividend which might have accrued on the share before the completion of the sale or disposition thereof.
Subject to such of the restrictions of these Articles as may be applicable, each member may transfer all or any of his shares by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect of it. All instruments of transfer which are registered may be retained by the Company.
provided that the Board shall not refuse to register any transfer or renunciation of partly paid shares which are admitted to the Official List on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis.
32.2 Transfers of shares will not be registered in the circumstances referred to in Article 74.
If the Board refuses to register a transfer of a share it shall, as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferee, together with its reasons for the refusal. Any instrument of transfer which the Board refuses to register shall (except in the case of suspected or actual fraud) be returned to the person depositing it.
No fee shall be charged for registration of a transfer or on the registration of any probate, letters of administration, certificate of death or marriage, power of attorney, notice or other instrument relating to or affecting the title to any shares.
Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment of any share by the allottee in favour of some other person or, if empowered by these Articles to authorise any person to execute an instrument of transfer of a share, from authorising any person to transfer that share in accordance with any procedures implemented pursuant to Article 13.
If a member dies, the survivor, where he was a joint holder, and his executors or administrators, where he was a sole or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his shares. Nothing in these Articles shall release the estate of a deceased member from any liability in respect of any share which has been solely or jointly held by him.
Any person becoming entitled to a share in consequence of the death or bankruptcy of any member, or of any other event giving rise to a transmission of such entitlement by operation of law, may, on such evidence as to his title being produced as the Board may require, elect either to become registered as a member or to have some person nominated by him registered as a member. If he elects to become registered himself, he shall give notice to the Company to that effect. If he elects to have some other person registered, he shall execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his death, bankruptcy or other event as aforesaid had not occurred. Where the entitlement of a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the Board shall within two months after proof cause the entitlement of that person to be noted in the Register.
Where a person becomes entitled to a share in consequence of the death or bankruptcy of any member, or of any other event giving rise to a transmission of such entitlement by operation of law, the rights of the holder in relation to such share shall cease. However, the person so entitled may give a good discharge for any dividends and other moneys payable in respect of it and shall have the same rights to which he would be entitled if he were the holder of the share, except that he shall not, before he is registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any meeting of the Company or at any separate meeting of the holders of any class of shares of the Company. The Board may at any time qive notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, the Board may thereafter withhold payment of all dividends and other moneys payable in respect of such share until the requirements of the notice have been complied with.
provided that the Company may destroy any such type of document at a date earlier than that authorised by this Article if a copy of such document is made and retained (whether made electronically, by microfilm, by digital imaging or by any other means) until the expiration of the period applicable to the destruction of the original of such document.
39.2 purporting to have been made on the basis of a document so destroyed was duly and properly made, that every instrument of transfer so destroyed was duly registered, that every share certificate so destroyed was duly cancelled, that every other document so destroyed had been properly dealt with in accordance with its terms and was valid and effective in accordance with the particulars in the records of the Company, provided that:
16 Sections 658-659 CA 2006
17 Sections 617-621 CA 2006
representing fractional entitlements to be entered in the Register as shares in certificated form where this is desirable to facilitate the sale thereof.
40.3 - For the purposes of any sale of consolidated shares pursuant to Article 40.1, the Board may authorise a person to execute an instrument of transfer of the shares to, or in accordance with, the directions of the purchaser, and the transferee shall not be bound to see to the application of any purchase consideration, nor shall his title to the shares be affected by any act, omission, irregularity or invalidity relating to or connected with the proceedings in reference to the sale.
Subject to the provisions of the Companies Acts18, if at any time the share capital of the Company is divided into shares of different classes, any of the rights for the time being attached to any share or class of shares in the Company (whether or not the Company may be or is about to be wound up) may from time to time be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class duly convened and held in accordance with these Articles.
All the provisions in these Articles as to general meetings shall, with any necessary modifications, apply equally to every meeting of the holders of any class of shares. The Board may convene a meeting of the holders of any class of shares whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. The quorum at every such meeting shall be not less than two persons present (in person or by proxy) holding at least one-third of the nominal amount paid up on the issued shares of the class in question (excluding any shares of that class held as treasury shares) provided that a person present by proxy or proxies is treated as holding only the shares in respect of which the proxy or proxies are authorised to exercise voting rights. Every holder of the class (other than a holder of treasury shares), present in person or by proxy, may demand a poll. If at any adjourned meeting of such holders a quorum is not present, one person holding shares of the class in question (whatever the number of shares held by him but excluding any shares of that class held as treasury shares) who is present in person or by proxy shall be a quorum.
18 Sections 629 to 635 CA 2006
Subject to the terms of issue of or rights attached to any shares, the rights or privileges attached to any class of shares shall not be deemed to be varied or abrogated by the creation or issue of any new shares ranking pari passu in all respects (save as to the date from which such new shares shall rank for dividend) with or subsequent to those already issued or by the reduction of the capital paid up on such shares or by the purchase or redemption by the Company of its own shares or the sale of any shares held as treasury shares in accordance with the provisions of the Companies Acts19 and these Articles.
Subject to the provisions of the Companies Acts20, annual general meetings shall be held at such time and place as the Board may determine.
All meetings of members, other than annual general meetings, are called general meetings.
The Board may convene a general meeting whenever it thinks fit. At any general meeting convened on a members' requisition or by the requisitionists21 no business shall be transacted except that stated by the requisition or proposed by the Board. If there are within the United Kingdom insufficient members of the Board to convene a general meeting, any Director may call a general meeting.
19 Section 727 CA 2006
20 Section 336 CA 2006
21 Sections 303-305 CA 2006
22 21 clear days notice in writing for an AGM for all companies (section 307 CA 2006). The same notice period is also required for Official List companies who do not satisfy the two conditions referred to below (section 307A CA 2006). For all other companies (and Official List companies that have met the two conditions referred to below), the notice period for general meetings other than AGMs is 14 clear days' notice (section 307 and 307A CA 2006). The two conditions referred to above are (1) availability of electronic voting (which is a facility, offered by the company and accessible to all members holding voting shares, to appoint a proxy by means of a website) and (2) annual shareholder approval by special resolution. Note also the Combined Code 20 working day period for AGM notices (which is, strictly, not "required by law"). In certain cases, e.g. resolution to remove a director, 28 clear days notice is required (section 312 CA 2006).
The accidental omission to give or send notice of any meeting or, in cases where it is intended that it be sent out with the notice, any other document relating to the meeting including an appointment of proxy to, or the non-receipt of either by, any person entitled to receive the same shall not invalidate the proceedings at that meeting.
If the Board, in its absolute discretion, considers that it is impractical or unreasonable for any reason to hold a meeting on the date or at the time or place specified in the notice calling the meeting, it may postpone the meeting to another date, time and/or place. The Board shall take reasonable steps to ensure that notice of the date, time and place of the postponed meeting is provided to any member trying to attend the meeting at the original time and place. When a meeting is so postponed, 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 accordance with this Article, the appointment of a proxy will be valid if it is delivered and received as required by these Articles not less than 48 hours before the time appointed for holding the postponed meeting. The Board may (for the avoidance of doubt) also postpone any meeting which has been rearranged under this Article. When calculating the 48 hour period mentioned in this Article, the Directors can decide not to take account of any part of a day that is not a working day.
23 Section 311 CA 2006 includes additional content requirements for notices of general meetings of Official List companies.
If within thirty minutes (or such longer interval as the Chairman in his absolute discretion thinks fit) from the time appointed for the holding of an annual general meeting a quorum is not present, or if during a meeting such a quorum ceases to be present, the meeting, if convened by or upon the requisition of members, shall be dissolved. In any other case, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to later on the same day or to such day (being not less than ten clear days after the original meeting) and at such time and place as the Chairman (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, one person entitled to vote on the business to be transacted, being a member so entitled or a proxy for a member so entitled or a duly authorised representative of a corporation which is a member so entitled, shall be a quorum.
The Chairman (if any) of the Board shall preside as Chairman at every annual general meeting or general meeting of the Company. If there is no Chairman or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairman, the Deputy Chairman (if any) of the Board shall (if present and willing to act) preside as Chairman at such meeting. If neither the Chairman nor the Deputy Chairman is present and willing to act, the Directors present shall choose one of their number to act or, if there is only one Director present, he shall be Chairman if willing to act. If no Director is present and willing to act, the members present (in person or by proxy) and entitled to vote on the business to be transacted shall choose one of their number to be Chairman of the meeting.
Each Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any annual general meeting or general meeting and at any separate meeting of the holders of any class of shares of the Company. The Chairman may invite any person to attend and speak at any annual general meeting or general meeting where he considers this will assist in the deliberations of the meeting.
The Chairman may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time (or indefinitely) and from place to place as the meeting shall determine. However, without prejudice to any other power which he may have under these Articles or at common law, the Chairman may, without the need for the consent of the meeting, interrupt or adjourn any meeting (whether or not it has commenced or a quorum is present) from time to time and from place to place, or for an indefinite period, if he is of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting or to ensure that the business of the meeting is properly disposed of.
Whenever a meeting is adjourned for 30 days or more or indefinitely, at least seven clear days' notice, specifying the place, the day and time of the adjourned meeting and the general nature of the business to be transacted, shall be given in the same manner as in the case of an original meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting.
No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place.
57.1 The Board may, for the purpose of controlling the level of attendance and ensuring the safety of those attending at any place specified for the holding of a general meeting or annual general meeting, from time to time make such arrangements as the Board shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements in place or make new arrangements. The entitlement of any member or proxy to attend a general meeting or annual general meeting at such place shall be subject to any such arrangements as may be
for the time being approved by the Board. In the case of any meeting to which such arrangements apply the Board may, when specifying the place of the meeting:
The Chairman shall take such action or give such directions as he thinks fit to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting. The Chairman's decision on matters of procedure or arising incidentally from the business of the meeting shall be final, as shall his determination as to whether any matter is of such a nature.
24 Section 321 CA 2006
Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the Chairman of the meeting that a resolution on a show of hands has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded for or against such resolution.
No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or 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 is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. Any vote which is not disallowed at such a meeting or poll shall be valid for all purposes. The decision of the Chairman on such matters shall be final and conclusive.
62.1 of order by the Chairman of the meeting, any error in such ruling shall not invalidate the proceedings on the substantive resolution.
62.2 than a clerical amendment to correct a patent error) may be considered or voted on and in the case of a resolution duly proposed as an ordinary resolution, no amendment thereto (other than an amendment to correct a patent error) may be considered or voted on, unless either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the amendment and intention to move the same has been lodged at the Office or the Chairman of the meeting in his absolute discretion decides that it may be considered or voted on. The Chairman of the meeting can agree to the withdrawal of any proposed amendment before it is voted on at the meeting.
Subject to the provisions of the Companies Acts25, to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of voting rights pursuant to these Articles, at any general meeting or annual general meeting, every member who is present in person shall, on a show of hands, have one vote, every proxy who has been appointed by a member entitled to vote on the resolution shall, on a show of hands, have one vote and every member present in person or by proxy shall, on a poll, have one vote for each share of which he is the holder.
If two or more persons are joint holders of a share, then in voting on any question, 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. For this purpose, seniority shall be determined by the order in which the names of the holders stand in the Register.
25 Sections 284-285 CA 2006
26 Section 327 (Al) CA 2006
27 Sections 324 to 331 CA 2006
be received at such address not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or
An appointment of proxy not deposited, delivered or received in the manner specified in Article 69 shall be invalid. No appointment of proxy shall be valid after the expiry of 12 months from the date named in it as the date of its execution or the date of its submission, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting, in cases where the meeting was originally held within 12 months from such date.
A vote given, or demand for a poll made, by a proxy shall be valid notwithstanding the death or mental disorder of the principal or the revocation of the appointment of proxy, or of the authority under which the appointment of proxy was executed, or the transfer of the share in respect of which the appointment of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office, or at such other place or places or address as has or have been appointed for the deposit or receipt of appointments of proxy:
A corporation (whether or not a company within the meaning of the Companies Acts)20 which is a member may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any separate meeting of the holders of shares. A Director, the Secretary, or some person authorised for the purpose by the Secretary, may require any representative to produce a certified copy of the resolution so authorising him or such other evidence of his authority reasonably satisfactory to such Director, Secretary or other person before permitting him to exercise his powers.
73.1 - A vote given by a proxy or by a corporate representative shall be valid for all purposes notwithstanding that the proxy or corporate representative has failed to vote in accordance with the instructions of the member by whom the proxy or corporate representative was appointed
28 Section 1 CA 2006
and the Company shall be under no obligation to check any vote so given is in accordance with any such instructions.
29 Section 974 CA 2006
30 Section 794 CA 2006
have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares.
The net proceeds of sale shall belong to the Company which shall account to the member or other person entitled to such share for an amount equal to such net proceeds by carrying all moneys in respect thereof to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such moneys. Moneys carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may from time think fit. No interest shall be payable to such member or other person in respect of such moneys and the Company shall not be required to account for any money earned on them.
The Board may appoint any person who is or has been a Director and who, in the opinion of the Board, has rendered outstanding services to the Company to be President and may determine the period for which he is to hold office. Any such appointment may be made on such terms as to remuneration and otherwise as the Board may think fit and may be terminated by the Board.
It shall be the duty of the President to advise the Board on such matters as he or it may deem to be of interest to the Company. The President shall not by virtue of his office as such have any powers or duties in relation to the management of the Company and shall not by virtue of his office as such be a Director.
Unless and until otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall be not more than 12 or less than two.
Subject to the provisions of these Articles, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board, but the total number of Directors shall not at any time exceed any maximum number fixed by or in accordance with these Articles.
Without prejudice to the power of the Company in general meeting or annual general meeting under these Articles to appoint any person to be a Director, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, but so the total number of Directors shall not exceed any maximum number fixed by or in accordance with these Articles. Any Director so appointed shall retire at the first annual general meeting of the Company following his appointment and shall not be taken into account in determining the number of Directors who are to retire by rotation at that meeting.
Subject to the provisions of the Companies Acts31, the Board, or any committee authorised by the Board, may from time to time appoint one or more Directors to hold any employment or executive office (including that of Chief Executive or Managing Director) for such term and subject to such other conditions as the Board, or any committee authorised by the Board, thinks fit in accordance with Article 103. The Board, or any committee authorised by the Board, may revoke or terminate any such appointment without prejudice to any claim for damages for breach of any contract between the Director and the Company.
No person, other than a Director retiring (by rotation or otherwise), shall, unless recommended by the Board for election, be appointed or re-appointed a Director at any general meeting or annual general meeting unless, not less than six nor more than 48 clear days before the date appointed for the meeting, notice in writing duly executed by a member (other than the person to be proposed) qualified to vote at the meeting of the intention to propose that person for appointment or re-appointment, stating the particulars which would, if he were so appointed or re-appointed, be required to be included in the Company's register of Directors, together with notice executed by that person of his willingness to be appointed or re-appointed, is lodged at the Office.
A resolution for the appointment of two or more persons as Directors by a single resolution shall be void unless an ordinary resolution that it shall be so proposed has first been agreed to by the meeting without any vote being given against it.
31 Sections 188, 223 to 230 CA 2006
A Director who retires at an annual general meeting (whether by rotation or otherwise) may, if willing to act, be re-appointed. If he is not re-appointed or deemed to have been re-appointed, he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting.
87.1 - At any general meeting or annual general meeting at which a Director retires under any provision of these Articles, the Company may by ordinary resolution fill the vacancy by electing
32 Section 168 CA 2006
the retiring Director or some other person who is eligible for appointment and willing to act as a Director. If the Company does not do so, the retiring Director shall (if willing) be deemed to have been re-appointed except in the following circumstances:
In addition to any power of removal conferred by the Companies Acts33, the Company may by ordinary resolution remove any Director before the expiration of his period of office, but without prejudice to any claim for damages which he may have for breach of any contract of service between him and the Company, and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a Director in his place. Any person so appointed shall be treated, for the purposes of determining the time at which he or any other Director is to retire, as if he had become a Director on the day on which the person in whose place he is appointed was last appointed or re-appointed a Director.
33 Section 168 CA 2006
34 Section 168 CA 2006
A resolution of the Board declaring a Director to have vacated office under the terms of Article 89 shall be conclusive as to the fact and grounds of vacation stated in the resolution.
Every alternate Director shall (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him) be entitled to receive notice of all meetings of the Board and all committees of the Board of which his appointor is a member and, in the absence from such meetings of his appointor, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his appointor (except as regards power to appoint an alternate). A Director acting as alternate Director shall have a separate vote at Board meetings for each Director for whom he acts as alternate Director (and who is not
35 Section 167 CA 2006
present) 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.
Every person acting as an alternate Director shall be an officer of the Company, shall alone be responsible to the Company for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.
The provisions of Articles 123-133 shall apply to an alternate Director to the same extent as if he was a Director and for the purposes of those provisions an alternate Director shall be deemed to have an interest which conflicts, or possibly may conflict, with the interest of the Company if either he or his appointor has such an interest. The provisions of Articles 163 and 164 shall also apply to an alternate Director to the same extent as if he was a Director. An alternate Director shall not be entitled to receive from the Company any fees in his capacity as an alternate Director, except only such part (if any) of the fees payable to his appointor as his appointor may by notice in writing to the Company direct. Subject to this Article, the Company shall pay to an alternate Director such expenses as might properly have been paid to him if he had been a Director.
The Directors (other than alternate Directors and other than any Director who for the time being is appointed to hold any employment or executive office in accordance with these Articles) shall be entitled to receive by way of fees for their services as Directors such sum as the Board, or any committee authorised by the Board, may from time to time determine (not exceeding £250,000 per annum or such other sum as the Company in general meeting or annual general meeting by ordinary resolution shall from time to time determine). Such sum (unless otherwise directed by the resolution of the Company by which it is voted) shall be divided among the Directors in such proportions and in such manner as the Board, or any committee authorised by the Board, may determine or, in default of such determination, equally (except that in such event any Director holding office for less than the whole of the relevant period in respect of which the fees are paid shall only rank in such division to the time during such period for which he holds office). Any fees payable pursuant to this Article shall be distinct from any salary, remuneration or other amounts payable to a Director pursuant to any other provisions of these Articles and shall accrue from day to day.
Each Director shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or annual general meetings or separate meetings of the holders of any class of shares or of debentures of the Company.
If by arrangement with the Board, or any committee authorised by the Board, any Director shall perform or render any special duties or services outside his ordinary duties as a Director and not in his capacity as a holder of employment or executive office, he may be paid such reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board, or any committee authorised by the Board, may from time to time determine
The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with the provisions of these Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, or any committee authorised by the Board, and may be in addition to or in lieu of any fee payable to him for his services as Director pursuant to these Articles.
The Board, or any committee authorised by the Board, may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for, or to institute and maintain any institution, association, society, club, trust, other establishment or profit-sharing, share incentive, share purchase or employees' share scheme calculated to advance the interests of the Company or to benefit any person who is or has at any time been a Director or employee of the Company which is a holding company or a subsidiary undertaking of or allied to or associated with the Company or any such holding company or subsidiary undertaking or any predecessor in business of the Company or of any such holding company or subsidiary undertaking, and for any member of his family (including a spouse or former spouse) and any person who is or was dependent on him. For such purpose the Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the provisions of the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of such matters. The Board may procure any of such matters to be done by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to receive and retain for his own benefit any pension or other benefit provided under this Article and shall not be obliged to account for it to the Company.
Subject to the provisions of the Companies Acts, the Memorandum of the Company, these Articles and to any directions given by special resolution of the Company, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. No alteration of the Memorandum of Association or of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in these Articles as to any specific power of the Board shall not be deemed to limit the general powers given by this Article.
If the number of Directors is less than the minimum for the time being prescribed by these Articles, the remaining Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment. If there is or are no Director or Directors able or willing to act, any two members may summon a general meeting for the purpose of appointing Directors. Subject to the provisions of these Articles, any additional Director so appointed shall hold office only until the dissolution of the first annual general meeting of the Company following his appointment unless he is re-elected during such meeting.
The Board may from time to time delegate or entrust to and confer on any Director holding executive office (including a Chief Executive or Managing Director) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on such terms and subject to such conditions as it thinks fit, and the Board may from time revoke, withdraw, alter or vary all or any of such powers.
The Board may entrust to and confer upon a Director any of its powers, authorities and discretions (with power to sub-delegate) upon such terms (subject to the Companies Acts) and subject to such conditions and with such restrictions as it may decide and either collaterally with or to the exclusion of its own powers, authorities and discretions. The Board 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 Board may establish any local or divisional boards or agencies for managing any of the affairs of the Company in any specified locality, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration. The Board may delegate to any local or divisional board, manager or agent so appointed any (other than the power to borrow and make calls) of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members for the time being of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies; and any such appointment or delegation may be made for such time, on such terms and subject to such conditions as the Board may think fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the Board in that respect and may from time to time revoke, withdraw, alter or vary all or any of such powers. Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying.
The Board may, by power of attorney or otherwise, appoint any persons to be the agent of the Company and may delegate to any such persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and subject to such conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may from time to time revoke, withdraw, alter or vary any of such powers.
The power to delegate contained in Articles 104.4, 105, 106 and 107 shall be effective in relation to the powers, authorities and discretions of the Board 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 Board or by a committee authorised by the Board.
The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner in all respects as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company).
The Board may exercise any power conferred on the Company by the Companies Acts36 to make provision for the benefit of persons (including, subject to the Companies Acts37 , Directors, former Directors or shadow Directors) employed or formerly employed by the Company or any of its subsidiary undertakings (or any member of his family or any person who is dependent on him) in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking.
Subject to the provisions of the Companies Acts38, the Board may exercise the powers conferred on the Company with regard to the keeping of an overseas branch, local or other register and may make and vary such regulations as it thinks fit respecting the keeping of any such register.
36 Section 247 CA 2006
37 Section 247 CA 2006
38 Section 129 to 135 CA 2006
39 Section 738-754 CA 2006
aggregate principal amount from time to time outstanding undischarged of all borrowings by the Group (exclusive of borrowings owing by one member of the Group to another member of the Group) shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to three times the Adjusted Capital and Reserves.
112.3
but shall be deemed not to include:
have been prepared for such purposes and audited a consolidated balance sheet of the Company and its subsidiaries (with such exceptions as may be permitted in the case of a consolidated balance sheet prepared for the purposes of the Companies Acts); and in the latter event "audited balance sheet" shall mean such audited balance sheet of the Company and such subsidiaries, the references to reserves and profit and loss account shall be deemed to be references to consolidated reserves and consolidated profit and loss accounts respectively and there shall be excluded any amounts attributable to outside interests in subsidiaries;
Subject to the provisions of these Articles, the Board may meet for the despatch of business, adjourn and otherwise regulate its proceedings as it thinks fit.
One Director may, and the Secretary at the request of a Director shall, summon a Board meeting at any time on reasonable notice. Notice of a Board meeting shall be deemed to be properly given to a Director if it is given to him personally or by word of mouth or sent in writing to him at his last known address (or any other address given by him to the Company for that purpose). A Director may waive the requirement that notice be given to him of any Board meeting, either prospectively or retrospectively. A Director who is outside the United Kingdom and does not supply the Company with an address to which notices and documents can be sent in electronic form is deemed to have waived his entitlement to notice of such meeting.
The quorum necessary for the transaction of business may be determined by the Board and, until otherwise determined, shall be two persons, each being a Director or an alternate Director. A duly convened meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretions for the time being vested in or exercisable by the Board. Subject to these Articles, any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present.
The Board may appoint one or more of its body as Chairman or Joint Chairman and one or more of its body as Deputy Chairman of its meetings and may determine the period for which he is or they are to hold office and may at any time remove him or them from office. If no such Chairman or Deputy Chairman is elected, or if at any meeting neither a Chairman nor a Deputy Chairman is present within five minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be Chairman of the meeting. In the event there are two or more Joint Chairmen or, in the absence of a Chairman, two or more Deputy Chairmen present, the Joint Chairman or Deputy Chairman to act as Chairman of the meeting shall be decided by those Directors present. Any Chairman or Deputy Chairman may also hold executive office under the Company.
Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the Chairman of that meeting shall have a second or casting vote.
118.1 the Board by means of conference telephone or any other form of communications equipment, (provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting), by a series of telephone calls from the Chairman of the meeting or by exchange of communication in electronic form addressed to the Chairman of the meeting,
All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any person or persons acting as aforesaid, or that they or any of them were or was disqualified from holding office or had ceased to hold office or were or was not entitled to vote on the matter in question, be as valid as if every such person had been duly appointed, and was duly qualified and had continued to be a Director, alternate Director or member of a committee and entitled to vote.
40 Section 176 CA 2006
41 Section 184/185 CA 2006
42 Sections 171 - 177 CA 2006
for so long as he reasonably believes such conflict of interest or possible conflict of interest subsists.
43 Sections 171 - 177 CA 2006
128.1.9 or doing anything to enable such Director or Directors to avoid incurring such expenditure.
A Director shall not vote or be counted in the quorum on any resolution of the Board or committee of the Board concerning his own appointment (including fixing or varying the terms of his appointment or its termination) as the holder of any office or place of profit with the Company or any company in which the Company is interested. Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment or its termination) of two or more Directors to offices or places of profit with the Company or any company in which the Company is interested, such proposals may be divided and a separate resolution considered in relation to each Director. In such case each of the Directors concerned (if not otherwise debarred from voting under these Articles) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
If any question arises at any meeting as to whether an interest of a Director (other than the Chairman's interest) shall reasonably be regarded as likely to give rise to a conflict of interest or as to the entitlement of any Director (other than the Chairman) to vote or be counted in a quorum, and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be referred to the Chairman of the meeting. The Chairman's ruling in relation to the Director concerned shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned (so far as it is known to him) has not been fairly disclosed to the Board.
If any question arises at any meeting as to whether an interest of the Chairman shall reasonably be regarded as likely to give rise to a conflict of interest or as to the entitlement of the Chairman to vote or be counted in a quorum, and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be decided by resolution of the Directors or committee members present at the meeting (excluding the Chairman), whose majority vote shall be final and conclusive except in a case where the nature or extent of the interest of the Chairman (so far as it is known to him) has not been fairly disclosed to the Board.
Subject to the provisions of the Companies Acts44 and to the Listing Rules, the Company may by ordinary resolution suspend or relax the provisions of Articles 123 to 132, either generally or in respect of any particular matter, or ratify any transaction not duly authorised by reason of a contravention of these Articles.
Any Director, the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office the local manager or other officer of the Company having their custody shall be deemed to be a person appointed by the Board for this purpose. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.
The Board shall provide for the safe custody of the Seal and of any other seal of the Company.
44 Sections 180, 232 and 239 CA 2006
45 Section 175(7) and 176(5) CA 2006
46 Section 175(1), 177(1) and 182(1) CA 2006 "indirect" is undefined but would include interests of a connected person (within section 252 CA 2006) and also any interest (as member, officer or employee) in another company
47 Section 175(5), 6(b) and 182(5), 6(b) CA 2006
Any instrument signed by one Director and the Secretary, by two Directors or by one Director in the presence of a witness who attests his signature and, in any such case, expressed to be executed by the Company shall have the same effect as if executed under the Seal, provided that no instrument which makes it clear on its face that it is intended to have effect as a deed shall be so signed without the authority of the Directors or of a committee authorised by the Directors in that behalf.
48 Sections 12 and 271-274 CA 2006 and Sections 275-279 CA 2006
49 This reflects Section 280 CA 2006
Subject to the provisions of the Companies Acts50 and of these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board.
Subject to the provisions of the Companies Acts51, the Board may declare and pay such interim dividends (including any dividend payable at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends on shares which rank after shares conferring preferential rights with regard to dividend as well as on shares conferring preferential rights, unless at the time of payment any preferential dividend is in arrear. Provided that the Board acts in good faith, it shall not incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer by the lawful payment of any interim dividend on any shares ranking after those with preferential rights.
Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid but no amount paid up on a share in advance of the date on which a call is payable shall be treated for the purposes of this Article as paid up on the share. Subject as aforesaid, all dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly.
The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company.
50 Section 829-853 CA 2006
51 Section 829-853 CA 2006
Unless otherwise provided by the rights attached to the share, no dividend or other moneys payable by the Company on or in respect of a share shall bear interest as against the Company.
foregoing, in respect of shares in uncertificated form, such payment may include the sending by the Company or by any person on its behalf of an instruction to the Operator of the relevant system to credit the cash memorandum account of the holder or joint holders or, if permitted by the Company, of such person as the holder or joint holders may in writing direct.
If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled thereto are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquiries have failed to establish any new address to be used for the purpose, the Company shall not be obliged to send any dividends or other moneys payable in respect of that share due to that person until he notifies the Company of an address to be used for the purpose.
All dividends, interest or other sums payable and unclaimed for a period of 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends unclaimed for a period of 12 years after having become payable shall, if the Board so resolves, be forfeited and shall cease to remain owing by the Company.
shall instead send him a reminder that such election has been made, indicating how that election may be revoked in time for the next dividend proposed to be paid;
The Board may, before recommending any dividend (whether preferential or otherwise), carry to reserve out of the profits of the Company such sums as it thinks fit. All sums standing to reserve may be applied from time to time, at the Board, for any purpose to which the profits of the Company may properly be applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Board thinks fit. The Board may divide the reserve into such special funds as it thinks 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 as it thinks fit. Any sum which the Board may carry to reserve out of the unrealised profits of the Company shall not be mixed with any reserve to which profits available for distribution have been carried. The Board may also, without placing the same to reserve, carry forward any profits which it may think prudent not to distribute.
held by it as treasury shares and the proportionate entitlement of the members to the distribution will be calculated accordingly.
in which event any agreement made under such authority shall be effective and binding on all such holders; and
150.1.6 generally do all acts and things required to give effect to such resolution.
151.1 - Notwithstanding any other provision of these Articles, but without prejudice to the rights attached to any shares and subject always to the Regulations®, the Company or the Board may by resolution specify any date (the record date) as the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular and such record date may be on or at any time before the date on which the same is paid, made, given or served or (in the case of any dividend, distribution, interest, allotment or issue) at any time after the same is recommended, resolved, declared or announced but without prejudice to the rights inter se in respect of the same of transferors and transferees of any such shares or other securities. No change in the register of such holders after the record date shall invalidate the same.
52 S2 Regulation 41 (as amended)
No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by statute, by order of the court, by the Board or by ordinary resolution of the Company.
Except as provided in Article 154, a copy of the Company's Annual Accounts and Report shall, not later than the date 3 on which the Company gives notice of the annual general meeting before which they are to be laid, be delivered or sent to every member and holder of debentures of the Company and to the Auditors and to every other person who is entitled to receive notice of general meetings. However, this Article shall not require a copy of those documents to be sent to any person who under the provisions of these Articles is not entitled to receive notices from the Company or for whom the Company does not have a current address or to more than one of the joint holders of any shares or debentures.
The Company may, in accordance with the Companies Acts 4 and any regulations made under it, send a summary financial statement to any member instead of or in addition to the documents referred to in Article 153. Where it does so, the statement shall be delivered or sent to the member not later than the date55 on which the Company gives notice of the annual general meeting before which those documents are to be laid.
53 21 clear days before the AGM - section 307 CA 2006. 20 working days under the Combined Code
54 Section 426 CA 2006
55 Same as footnote to Article 155
56 Parts 3 and 4 Schedule 5 CA 2006
The Company may send or supply any notice or document on the person entitled to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of a notice or document to a member, addressed to that person by name, or by the title of the representative of the deceased or of the trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom to which notices may be sent by electronic means supplied for the purpose by the person claiming to be so entitled. Until such an address has been so supplied, any notice, document or other communication sent or supplied to any member pursuant to these Articles in any manner in which it might have been sent or supplied if the death, bankruptcy or other event had not occurred shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the Company has notice of the death, bankruptcy or other event, be deemed to
57 Schedule 5 CA 2006
58 Schedule 5 CA 2006
have been properly served or delivered in respect of any share registered in the name of that member as sole or joint holder.
Every person who, by operation of law, transfers or by any other means becomes entitled to a share shall be bound by any notice in respect of that share (other than a notice given by the Company pursuant to Article 73) which, before his name is entered in the Register, has been duly given to a person from whom he derives his title.
Any notice to be given by the Company to the members or any of them, and not otherwise provided for by these Articles, shall be sufficiently given by advertisement in at least one national newspaper published in the United Kingdom and, where the Company keeps an overseas branch register, in at least one daily newspaper published in the territory in which such register is maintained. Any notice given by advertisement shall be deemed to have been served at noon on the day on which the advertisement first appears.
Subject to the Companies Acts and to any other provision of these Articles, if at any time by reason of the suspension, interruption or curtailment of postal services or threat thereof within the United Kingdom the Company is or would be unable effectively to convene a general meeting or annual general meeting by notices sent through the post, a meeting may be convened by a notice advertised in accordance with Article 160. Such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day on which the first of such advertisements appears. In any such case the Company shall send confirmatory copies of the notice by post if, at least 48 hours prior to the meeting, the posting of notices to addresses throughout the United Kingdom again becomes practicable.
162.3 Subject to the provisions of applicable law, the power of sale of a liquidator shall include a power to sell wholly or partially for shares or debentures, or other obligations of another company, either then constituted, or about to be constituted, for the purpose of carrying out the sale.
Subject to the provisions of the Companies Acts®, the Board may purchase and maintain insurance at the expense of the Company for the benefit of any person who is or was at any time a Director or officer (excluding the Auditors) or employee of the Company or of an associated company or of any company in which the Company has an interest whether direct or indirect or who is or was at any time a trustee of any pension fund or employee benefits trust in which any employee of the Company or of any such other company or subsidiary undertaking is or has been interested indemnifying such person against any liability which may attach to him or loss or expenditure which he may incur in relation to anything done or omitted to have been done, or alleged to have been done or omitted to have been done, as a Director, officer, employee or trustee.
59 Sections 232 - 238 CA 2006
60 Defined in section 256 CA 2006
61 Section 205-206 CA 2006
62 Section 233 CA 2006
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