Regulatory Filings • Jun 2, 2021
Regulatory Filings
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(Articles adopted by special resolution passed on 21 May 2021)
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No regulations set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or articles of the company.
In these articles unless otherwise stated:
"address", in relation to electronic communications, includes any number or address used for the purposes of such communications;
"these articles" means these articles of association as altered from time to time and the expression "this article" shall be construed accordingly;
"the auditors" means the auditors from time to time of the company or, in the case of joint auditors, any one of them;
"the board" means the board of directors from time to time of the company or the directors present at a meeting of the directors at which a quorum is present;
"certificated share" means a share which is not an uncertificated share and references in these articles to a share being held in certificated form shall be construed accordingly;
"clear days" in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;
"the Companies Acts" means every statute (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies in so far as it applies to the company;
"director" means a director of the company;
"electronic signature" means anything in electronic form which the board requires to be incorporated into or otherwise associated with an electronic communication for the purpose of establishing the authenticity or integrity of the communication;
"the holder" in relation to any shares means the member whose name is entered in the register as the holder of those shares;
"the Listing Rules" means the rules which are made from time to time by the relevant competent authority for the purposes of the regulation of the official listing of the company's securities;
"member" means a member of the company;
"the office" means the registered office from time to time of the company;
"paid up" means paid up or credited as paid up;
"participating class" means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;
"person entitled by transmission" means a person whose entitlement 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 has been noted in the register;
"the register" means the register of members of the company;
"seal" means any common or official seal that the company may be permitted to have under the Companies Acts;
"the secretary" means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the company and includes an assistant or deputy secretary and any person appointed by the board to perform any of the duties of the secretary;
"uncertificated share" means a share of a class which is at the relevant time a participating class title to which is recorded on the register as being held in uncertificated form and references in these articles to a share being held in uncertificated form shall be construed accordingly;
the "Uncertificated Securities Regulations" means the Uncertificated Securities Regulations 2001 as amended from time to time and any provisions of or under the Companies Acts which supplement or replace such regulations;
"United Kingdom" means Great Britain and Northern Ireland;
reference to "electronic communications" include documents or information sent or supplied in "electronic form", by way of an "electronic copy" or by "electronic means" in each case within the meaning of the Companies Act 2006 (as amended from time to time);
where, in relation to a share, these articles refer to a "relevant system", the reference is to the relevant system in which that share is a participating security at the relevant time;
references to a document or information being "sent", "served", "supplied" or "given" to or by a person mean such document or information, or a copy of such document or information, being sent, supplied, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these articles, and "sending, "supplying", "serving" and "giving" shall be construed accordingly;
references to a document being "executed" include references to its being executed under hand or under seal or by any other method except (unless permitted by the board in its absolute discretion) by means of an electronic signature;
references to a document being "signed" or to "signature" include references to its being executed under hand or under seal or by any other method and, in the case of an electronic communication, are to its bearing an electronic signature;
references to "writing" include references to any method of representing or reproducing words in a legible and non-transitory form including, except where otherwise expressly stated or the context otherwise requires, by way of electronic communications and "written" shall be construed accordingly;
words denoting the masculine gender include the feminine gender; and words denoting persons include corporations;
references to "working day" shall in relation to a period of a notice mean any day other than Saturday, Sunday and Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealing Act 1971 in the part of the United Kingdom where the company is registered;
except where the word or expression is otherwise defined in these articles, words or expressions to which a particular meaning is given by the Companies Acts or the Uncertificated Securities Regulations in force when these articles or any part of these articles are adopted bear (if not inconsistent with the subject matter or context) the same meaning in these articles or that part (as the case may be) save that the word "company" shall include any body corporate; and
references to a "meeting" shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
Nothing in these articles shall preclude the holding and conducting of a meeting in such a way that persons who are not present together at the same place may by electronic means attend and speak and vote at it.
References to a person's "participation" in the business of any general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Acts or these articles to be made available at the meeting and "participate" and "participating" shall be construed accordingly.
References to "electronic facility" mean a device, system, procedure, method or facility providing an electronic means of attendance at or participation in (or both attendance at and participation in) a general meeting determined by the board pursuant to article 60.2.
References to a "meeting" mean a meeting convened and held in any manner permitted by these articles, including without limitation a general meeting of the company at which some persons entitled to be present attend and participate by means of electronic facility or facilities, and such persons shall be deemed to be "present" at that meeting for all purposes of the Companies Act 2006 and the articles and "attend" and "participate", "attending" and "participating" and "attendance" and "participation" shall be construed accordingly.
Any reference herein to the provisions of any statute or of any subordinate legislation shall, except where otherwise expressly stated, include (if not inconsistent with the subject matter or context) any amendment or re-enactment (with or without amendment) thereof for the time being in force.
Headings are included only for convenience and shall not affect meaning.
Where for any purpose an ordinary resolution of the company is required a special resolution shall also be effective.
The liability of members of the company is limited to the amount, if any, unpaid on the shares in the company held by them.
The company may change its name by a resolution of the board passed in accordance with these articles.
The company's registered office is to be situated in England and Wales.
equal to any arrears or accruals of the fixed dividend calculated down to the date of such repayment and to be payable whether earned or declared or not pari passu with the holders of the 7½ per cent. Cumulative Preference Shares and the 6.6 per cent. Cumulative Preference Shares but in priority to any payment to the holders of the Ordinary Shares. The 5.9 per cent. Cumulative Preference Shares do not otherwise entitle the holders to any further or other right of participation in the assets of the company.
(G) Except with the consent of the holders of the 5.9 per cent. Cumulative Preference Shares given in accordance with article 10, no shares may be issued by the company ranking as to dividend or as to capital in priority to the 5.9 per cent. Cumulative Preference Shares.
(i) if more than one person authorised by the same corporation purport to exercise the power to vote on a show of hands in respect of the same shares in the company and exercise the power in the same way as each other, the power is treated as exercised in that way; and
(ii) if more than one person authorised by the same corporation purport to exercise the power to vote on a show of hands in respect of the same shares in the company and do not exercise the power in the same way as each other, the power is treated as not exercised.
in which case such holders shall be entitled to receive notice in writing of and to be present at the meeting and in the case of (i) above to vote at the meeting and in the case of (ii) above to vote at the meeting only on such resolution. For the purpose of this article, the said dividend shall be deemed to be payable annually on the 31st day of December in each year or, if any such date shall be a Saturday, Sunday or public holiday in England, on the first business day following such date.
Subject to the provisions of the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the board may decide.
Subject to the provisions of the Companies Acts and to any rights attached to existing shares, any share may be issued which is to be redeemed, or is liable to be redeemed at the option of the company or the holder. The board may determine the terms, conditions and manner of redemption of any redeemable share so issued provided that it does so before the shares are allotted.
Subject to the provisions of the Companies Acts, all or any of the rights attached to any existing class of shares may from time to time (whether or not the company is being wound up) be varied either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. All the provisions of these articles as to general meetings of the company shall apply, with any necessary modifications, to any such separate general meeting, but so that the necessary quorum shall be two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of the class, that every holder of shares of the class present in person or by proxy shall be entitled on a poll to one vote for every share of the class held by him or her (subject to any rights or restrictions attached to any class of shares), that any holder of shares of the class present in person or by proxy may demand a poll and that at any adjourned meeting of the holders one holder present in person or by proxy (whatever the number of shares held by him or her) shall be a quorum. The foregoing provisions of this article shall apply to the variation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class and their special rights were to be varied.
The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them.
Subject to the provisions of the Companies Acts and these articles and to any resolution passed by the company and without prejudice to any rights attached to existing shares, the board may offer, allot, grant options over or otherwise deal with or dispose of shares in the company to such persons, at such times and for such consideration and upon such terms as the board may decide.
The company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Subject to the provisions of the Companies Acts, any such commission or brokerage may be satisfied by the payment of cash or by the
allotment of fully or partly-paid shares or other securities or partly in one way and partly in the other.
Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the company as holding any share upon any trust and the company shall not be bound by or required in any way to recognise (even when having notice of it) any interest in any share (or in any fractional part of a share) or (except only as by these articles or by law otherwise provided) any other right in respect of any share other than an absolute right to the whole of the share in the holder.
15.5 Any holder of shares on whom a restriction notice has been served may at any time request the company to give in writing the reason why the restriction notice has been served, or why it remains uncancelled, and within 14 days of receipt of such a notice the company shall give that information accordingly.
15.6 If a statutory notice is given by the company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the failure or omission to do so or the non-receipt of the copy by the holder shall not invalidate such notice.
a sale is an "arm's length sale" if the board is satisfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares;
"person appearing to be interested" in any shares means any person named in a response to a statutory notice or otherwise notified to the company by a member as being so interested or shown in any register kept by the company under the Companies Acts as so interested or, taking into account a response or failure to respond in the light of the response to any other statutory notice and any other relevant information in the possession of the company, any person whom the company knows or has reasonable cause to believe is or may be so interested;
"person with a 0.25 per cent. interest" means a person who holds, or is shown in any register kept by the company under the Companies Acts as having an interest in, shares in the company which comprise in total at least 0.25 per cent. in number or nominal value of the shares of the company (excluding any shares held as treasury shares), or of any class of such shares (excluding any shares of that class held as treasury shares), in issue at the date of service of the restriction notice;
"relevant period" means a period of 14 days following service of a statutory notice;
"relevant restrictions" means in the case of a restriction notice served on a person with a 0.25 per cent. interest that:
(i) the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings;
and in any other case means only the restriction specified in sub-paragraph (i) of this definition; and
"statutory notice" means a notice served by the company under the Companies Acts requiring particulars of interests in shares or of the identity of persons interested in shares.
certificated shares, provided that, without prejudice to article 16.5, the company may by notice in writing to the holder concerned require the holder of a particular uncertificated share or shares to change such share or shares into certificated form within such period, being not less than 7 days, specified in the notice.
Subject to the provisions of the Uncertificated Securities Regulations, the rules of any relevant system and these articles, every person (except a person to whom the company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within the time limits prescribed by the Companies Acts (or, if earlier, within any prescribed time limit or within a time specified when the shares were issued) one certificate for all those shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the board may from time to time decide. In the case of a certificated share held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who transfers some but not all of the shares comprised in a certificate shall be entitled to a certificate for the balance without charge. Each share certificate sent by the company (or its agent) shall be sent at the risk of the relevant member or other person entitled to the certificate and neither the company (nor its agent) shall be responsible for any share certificate lost or destroyed in the course of delivery.
If a share certificate is defaced, worn out, lost or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity as the board may decide and, where it is defaced or worn out, after delivery of the old certificate to the company. Any two or more certificates representing shares of any one class held by any member shall at his or her request be cancelled and a single new certificate for such shares issued in lieu. Any certificate representing shares of any one class held by any member may at his or her request be cancelled and two or more certificates for such shares may be issued instead. The board may require the payment of any exceptional out-of-pocket expenses of the company incurred in connection with the issue of any certificates under this article. Any one of two or more joint holders may request replacement certificates under this article.
Every share certificate shall be executed under a seal or in such other manner as the board, having regard to the terms of issue and any listing requirements, may authorise and shall specify the number and class of the shares to which it relates and the amount or respective amounts paid up on the shares. The board may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person.
The company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the company (whether presently or not) in respect of that share. The company's lien on a share shall extend to every amount payable in respect of it. The board may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article.
The company may sell, in such manner as the board may decide, any share on which the company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale the board may appoint any person to transfer, as transferor, the said share, and may do all other acts and things it considers necessary or expedient to effect the transfer of the share (and such transfer shall be as effective as if it had been carried out by the registered holder of or person entitled by transmission to such share) including, if the share is a certificated share, authorising some person to execute an instrument of transfer of the share sold to or in accordance with the directions of the purchaser. If the share is an uncertificated share, the board may exercise any of the company's powers under article 16.5 to effect the sale of the share to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money, nor shall his or her title to the share be affected by any irregularity or invalidity in relation to the sale.
The net proceeds, after payment of the costs, of the sale by the company of any share on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale and, in the case of a share held in certificated form, upon surrender, if required by the company, for cancellation of the certificate for the share sold) be paid to the person who was entitled to the share at the time of the sale.
Subject to the terms of allotment, the board may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of allotment, and each member shall (subject to the company serving upon him or her at least 14 clear days' notice in writing specifying when and where payment is to be made) pay to the company as required by the notice
the amount called on his or her shares. A call may be made payable by instalments. A call may be revoked or postponed, in whole or in part, as the board may decide. A person upon whom a call is made shall remain liable for all calls made upon him or her notwithstanding the subsequent transfer of the shares in respect of which the call was made.
A call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed.
The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate, not exceeding 15 per cent. per annum, as the board may decide, and all expenses that have been incurred by the company by reason of such non-payment, but the board shall be at liberty in any case or cases to waive payment of the interest or expenses wholly or in part.
Any amount which becomes payable in respect of a share on allotment or on any other date fixed by or in accordance with the terms of allotment, whether in respect of the nominal amount of the share or by way of premium or as an instalment of a call, shall be deemed to be a call and, if it is not paid, all the provisions of these articles shall apply as if the sum had become due and payable by virtue of a call.
The board may on or before the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.
The board may, if it thinks fit, receive from any member who is willing to advance them all or any part of the moneys uncalled and unpaid upon any shares held by him or her and on all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate, not exceeding (unless the company by ordinary resolution shall otherwise direct) 15 per cent. per annum, as the board may decide.
If any call or instalment of a call remains unpaid in whole or part on any share after the day appointed for payment, the board may at any time serve a notice on the holder requiring payment of 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.
The notice shall name a further day (not being less than 14 clear days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed, the shares in respect of which the call has been made or instalment is payable will be liable to be forfeited.
If the notice is not complied with, any share in respect of which it was given may, at any time before payment of all calls or instalments and interest and expenses due in respect of it has been made, be forfeited by a resolution of the board to that effect and the forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares and not paid before the forfeiture. The board may accept the surrender of any share liable to be forfeited and, in that event, references in these articles to forfeiture shall include surrender.
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share (or on any person entitled to the share by transmission) and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be invalidated by any omission or neglect to give such notice or to make such entries.
Until cancelled in accordance with the requirements of the Companies Acts, a forfeited share shall be deemed to be the property of the company and may be sold, re-allotted or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person upon such terms and in such manner as the board shall decide. Where for the purposes of its disposal a forfeited share held in certificated form is to be transferred to any person, the board may for the purposes of the disposal authorise some person to execute an instrument of transfer to the designated transferee. Where for the purposes of its disposal a forfeited share held in uncertificated form is to be transferred to any person, the board may exercise any of the company's powers under article 16.5. The company may receive the consideration (if any) given for the share on its disposal and may register the transferee as holder of the share. At any time before a sale or disposition the forfeiture may be cancelled by the board on such terms as the board may decide.
A person whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the company for cancellation any certificates for the forfeited shares but shall remain liable to pay to the company all moneys which at the date of the forfeiture were payable by him or her to the company in respect of those shares with interest thereon at the rate of 15 per cent. per annum (or such lower rate as the board may decide) from the date of forfeiture until payment, and the company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited 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 person whose share is forfeited and the company, except only those rights and liabilities expressly saved by these articles, or as are given or imposed in the case of past members by the Companies Acts.
A statutory declaration that the declarant is a director of the company or the secretary and that a share has been forfeited or surrendered (or sold to satisfy a lien of the company) on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject if necessary to the execution of an instrument of transfer or transfer by means of the relevant system, as the case may be) constitute a good title to the share and the person to whom the share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money (if any) nor shall his or her title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, surrender, sale, re-allotment or disposal.
(A) any member may transfer all or any of his or her uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in, the Uncertificated Securities Regulations and the rules of any relevant system, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and
(B) any member may transfer all or any of his or her certificated shares by an instrument of transfer in any usual form or in any other form which the board may approve.
The instrument of transfer of a certificated share shall be executed under hand or executed or authenticated in any other manner acceptable to the board and permitted by law by or on behalf of the transferor and (in the case of a partly paid share) the transferee. All instruments of transfer, when registered, may be retained by the company.
The board may, in its absolute discretion and without giving any reason for so doing, decline to register any transfer of any share which is not a fully paid share, provided that the refusal does not prevent dealings in shares in the company from taking place on an open and proper basis.
If the board declines to register a transfer of a share it shall, within two months after the date on which the instrument of transfer was lodged or in the case of uncertificated
shares, within two months after the date on which the relevant Operator-instruction is received, send to the transferee notice of the refusal.
No fee shall be charged by the company for registering any transfer, document or instruction relating to or affecting the title to any share or for making any other entry in the register.
For the purpose of this article:
"the qualifying period" means the period of 12 years immediately preceding the date of sending of the notice referred to in sub-paragraph (C) above; and
"the relevant period" means the period beginning at the commencement of the qualifying period and ending on the date when all the requirements of sub-paragraphs (A) to (C) above have been satisfied.
44.3 A sale pursuant to article 44.1 or 44.2 may be made at such time as the board may determine and to give effect to any such sale of shares the board may:
(A) authorise some person to transfer the shares in question and, where the shares are held in certificated form, authorise any person to execute as transferor an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser (and an instrument of transfer executed by that person shall be as effective as if it had been executed or authenticated by the holder of, or person entitled by transmission to, the shares); and
and such transfer shall be as effective as if it had been carried out by the registered holder of or person entitled by transmission to such shares.
44.4 The purchaser shall not be bound to see to the application of the purchase moneys nor shall his or her title to the shares be affected by any irregularity or invalidity in the proceedings relating to any sale of shares pursuant to article 44.1 or 44.2. Subject to the provisions of this article 44.4, the net proceeds of sale shall belong to the company and, upon their receipt, the company shall become indebted to the former holder of, or person entitled by transmission to, the shares for an amount equal to the net proceeds. No trust shall be created in respect of the debt and no interest shall be payable in respect of it and the company shall not be required to account for any moneys earned from the net proceeds which may be employed in the business of the company or as it thinks fit. If no valid claim for the proceeds has been received by the company during a period of 12 months from the date on which the relevant shares were sold by the company pursuant to article 44.1 or 44.2, the net proceeds shall be forfeited by the former holder of, or person entitled by transmission to, the shares (and accordingly such person shall no longer be a creditor for such amount). Upon such forfeiture of the net proceeds, the company shall no longer be obliged to account to the former holder of, or person entitled by transmission to, the shares for an amount equal to the net proceeds of sale and shall not be liable to such person in any respect, and the company shall be entitled to use the proceeds in any way the board may from time to time think fit.
If a member dies, the survivor or survivors, where he or she was a joint holder, and his or her personal representatives, where he or she was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the company as having any title to his or her shares; but nothing contained in these articles shall release the estate of a deceased holder from any liability in respect of any share held by him or her solely or jointly with other persons.
Where the entitlement of a person to a certificated 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, the board shall within two months after proof cause the entitlement of that person to be noted in the register.
Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by him or her registered as the holder. If he or she elects to be registered himself or herself, he or she shall give notice to the company to that effect. If he or she elects to have another person registered and the share is a certificated share, he or she shall execute an instrument of transfer of the share to that person. If he or she elects to have himself or herself or another person registered and the share is an uncertificated share, he or she shall take any action the board may require (including without limitation the execution of any document and the giving of any instruction by means of a relevant system) to enable himself or herself or that person to be registered as the holder of the share. The board may at any time require the person to elect either to be registered himself or herself, or to transfer the share and, if the requirements are not complied with within 60 days of being issued, the board may withhold payment of all dividends and other moneys payable in respect of the share until the requirements have been complied with. All the provisions of these articles relating to the transfer of, and registration of transfers of, shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member.
Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share shall cease, but the person entitled by transmission to the share may give a good discharge for any dividends or other moneys payable in respect of it and, subject to article 128, shall have the same rights in relation to the share as he or she would have had if he or she were the holder of it save that, until he or she becomes the holder, he or she shall not be entitled in respect of the share (except with the authority of the board) to receive notice of, or to attend or vote at, any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings.
Any general meeting of the company other than an annual general meeting shall be called a general meeting.
The board shall convene and the company shall hold general meetings as annual general meetings in accordance with the requirements of the Companies Acts.
attendance and participation at a physical place (or places, in accordance with article 60.1) anywhere in the world determined by it, by means of electronic facility or facilities determined by it in accordance with article 60.2.
The provisions of these articles relating to general meetings shall apply, with any necessary modifications, to any separate general meeting of the holders of shares of a class convened otherwise than in connection with the variation or abrogation of the rights attached to the shares of that class. For this purpose, a general meeting at which no holder of a share other than an ordinary share may, in his or her capacity as a member, attend or vote shall also constitute a separate general meeting of the holders of the ordinary shares.
Subject to the provisions of the Companies Acts, the right to vote at a general meeting of the company will be determined by reference to the register of members as at a time (determined by the board) that is not more than 48 hours before the time for the holding of the meeting. In calculating the time period in this article 55 no account shall be taken of any part of a day that is not a working day.
Notice in writing of every general meeting shall be given to all members other than any who, under the provisions of these articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the company, and also to the auditors or, if more than one, each of them. References in this article to notice in writing include the use of electronic communications and publication on a website in accordance with the Companies Acts.
The accidental omission to give any notice of a meeting or resolution or the accidental omission to send any document relating to any meeting to, or the non-receipt of any such notice or document by, any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting. A member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of that meeting.
For the purposes of all other provisions of these articles (unless the context requires otherwise), the members shall be treated as meeting at the principal meeting place.
A member seeking to be present in person or by proxy at a general meeting by means of electronic facility or facilities is responsible for ensuring they have access to and can use the facility or facilities. That meeting shall be duly constituted and its proceedings valid notwithstanding the inability of the member to gain access to or use the facility or facilities, or the loss of access to or use of the facility or facilities during the meeting.
(B) an electronic facility has become inadequate for the purposes referred to in article 60.2,
then the chair may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid. The provisions of article 67 shall apply to that adjournment.
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chair which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles the quorum for a general meeting shall be two qualifying persons present at the meeting and entitled to vote on the business to be dealt with. A "qualifying person" is a member of the company or a person appointed as a proxy of the member in relation to the meeting or a person authorised under section 323 of the Companies Act 2006 to act as the representative of a corporation in relation to the meeting. Two or more representatives of a corporation who represent the same corporation and two more proxies who are proxies of the same member will not each be a qualifying person.
If within five minutes (or such longer time not exceeding one hour as the chair of the meeting may decide to wait) after the time appointed for the commencement of the 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 it shall stand adjourned to such other day (being not less than 10 clear days nor more than 28 days later) and at such other time and with such means and place or places of attendance and participation as may have been specified for the purpose in the notice convening the meeting. Where no such arrangements have been so specified, the meeting shall stand adjourned to such other day (being not less than 10 clear days nor more than 28 days later) and at such other time and with such means and place or places of attendance and participation as the chair of the meeting may, subject to the provisions of the Companies Acts, decide and, in this case, the company shall give not less than 7 clear days' notice in writing of the adjourned meeting. References in this article to notice in writing include the use of electronic communications and publication on a website in accordance with the Companies Acts. At any adjourned meeting one member present in person or by proxy and entitled to vote (whatever the number of shares held by him or her) shall be a quorum and any notice of an adjourned meeting shall state that one member present in person or by proxy and entitled to vote (whatever the number of shares held by him or her) shall be a quorum. The adjourned meeting shall be dissolved if a quorum is not present within 15 minutes after the time appointed for holding the meeting.
and shall be entitled in its absolute discretion to, or to authorise some one or more persons who shall include a director or the secretary or the chair of the meeting to, refuse entry to, or to eject from, such general meeting any person who fails to submit to such searches or otherwise to comply with such arrangements or restrictions.
The chair (if any) of the board or, in his or her absence, the deputy chair (if any) shall preside as chair at every general meeting. If more than one deputy chair is present, they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chair who has been in office as a director the longest shall take the chair. If there is no chair or deputy chair, or if at any meeting neither the chair nor any deputy chair is present within five minutes after the time appointed for the commencement of the meeting, or if neither the chair nor any deputy chair is willing to act as chair, the directors present shall choose one of their number to act, or if one director only is present he or she shall preside as chair if willing to act. If no director is present, or if each of the directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chair.
The chair shall take such action or give directions for such action to be taken as he or she thinks fit to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting. The chair's decision on points of order, on matters of procedure or arising incidentally from the business of the meeting shall be final as shall be his or her determination as to whether any point or matter is of such a nature.
Each director shall be entitled to attend and speak at any general meeting of the company. The chair may invite any person to attend and speak at any general meeting of the company where he or she considers that this will assist in the deliberations of the meeting.
The chair may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time and with such means and place or places of attendance and participation as he or she decides where it appears to him or her that (a) the members wishing to attend cannot be conveniently accommodated in the place or places appointed for the meeting (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) it would otherwise facilitate the conduct of the business of the meeting to do so, notwithstanding that by reason of such adjournment some members may be unable to attend or participate in the adjourned meeting. Any such member may nevertheless appoint a proxy for the adjourned meeting either in accordance with article 80.1 or by means of a document in hard copy form which, if delivered at the meeting which is adjourned to the chair or the secretary or any director, shall be valid even though it is given at less notice than would otherwise be required by article 80.1(A). In addition, the chair may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place. When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the board. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place.
When a meeting is adjourned for three months or more, or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Except where these articles or the Companies Acts otherwise require, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.
In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon 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 upon unless either: (a) 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 (which, if the board so specifies, shall be calculated taking no account of any part of a day that is not a working day), notice in writing of the terms of the amendment and intention to move the same has been lodged at the office or to such other place as may be specified by or on behalf of the company for that purpose or received in electronic form at such address (if any) for the time being specified by or on behalf of the company for that purpose; or (b) the chair in his or her absolute discretion decides that it may be considered or voted upon.
If an amendment shall be proposed to any resolution under consideration but shall be ruled out of order by the chair of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chair of the meeting, an amendment may be withdrawn by its proposer before it is put to the vote.
A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall, unless the chair of the meeting determines that it shall (subject to the remainder of this article) be decided on a show of hands, be decided on a poll. Any such poll shall be treated as having been validly demanded at the time fixed for the holding of the meeting. Subject thereto, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded. Subject to the Companies Acts, a poll may be demanded by:
(A) the chair of the meeting; or
The appointment of a proxy to vote on a matter at a meeting authorises the proxy to demand, or join in demanding, a poll on that matter. In applying the provisions of this article, a demand by a proxy counts (i) for the purposes of paragraph (B) of this article, as a demand by the member, (ii) for the purposes of paragraph (C) of this article, as a demand by a member representing the voting rights that the proxy is authorised to exercise, and (iii) for the purposes of paragraph (D) of this article, as a demand by a member holding the shares to which those rights are attached.
71.2 Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chair that a resolution on a show of hands has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.
If a poll is properly demanded it shall be taken in such manner as the chair shall direct, subject to article 73. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
A poll demanded on the election of a chair, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or on such date (being not later than thirty days after the date of the demand) and at such time and by such means of attendance and participation (including at such place and/or by means of such electronic facility) as the chair shall direct. It shall not be necessary (unless the chair otherwise directs) for notice to be given of a poll.
The demand for a poll (other than a demand by the chair on a question of adjournment) shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded, and it may be withdrawn with the consent of the chair at any time before the close of the meeting or the taking of the poll,
whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made.
In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.
A member in respect of whom an order has been made by any competent court or official on the ground that he or she is or may be suffering from mental disorder or is otherwise incapable of managing his or her affairs may vote at any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company and may exercise any other right conferred by membership in relation to general meetings by or through any person authorised in such circumstances to do so on his or her behalf (and that person may vote, on a show of hands or on a poll, by proxy), provided that evidence to the satisfaction of the board of the authority of the person claiming to exercise the right to vote or such other right has been received at the office (or at such other place as may be specified in accordance with these articles for the receipt of appointments of a proxy in writing) not later than the last time at which appointments of proxy should have been received in order to be valid for use at that meeting or on the holding of that poll.
No member shall, unless the board otherwise decides, be entitled in respect of any share held by him or her to vote (either personally or by proxy) at any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings unless all calls or other sums presently payable by him or her in respect of that share have been paid.
If:
the objection or error shall not vitiate the decision of the meeting or adjourned meeting or poll on any resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or poll at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chair and
shall only vitiate the decision of the meeting on any resolution if the chair decides that the same may have affected the decision of the meeting. The decision of the chair on such matters shall be conclusive.
communications in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document, be received at such address not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting (or any postponed time appointed for holding the meeting pursuant to article 59.1) at which the person named in the appointment proposes to vote. Any authority pursuant to which an appointment contained in an electronic communication is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board, must, if required by the board, be received at the office (or such other place in the United Kingdom or at such address as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document) not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting (or any postponed time appointed for holding the meeting pursuant to article 59.1) at which the person named in the appointment proposes to vote;
and an appointment of a proxy which is not received in a manner so permitted shall be invalid, unless the board waives compliance with this provision. When two or more valid but differing appointments of a proxy are received in a manner so permitted in respect of the same share for use at the same meeting or poll, the one which is last received in a manner so permitted (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned.
No appointment of a proxy shall be valid after 12 months have elapsed from the date of its receipt save that, unless the contrary is stated in it, an appointment of a proxy shall
be valid for use at an adjourned meeting or a poll after a meeting or an adjourned meeting even after 12 months, if it was valid for the original meeting.
A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll, unless notice in writing of the determination was received by the company at the office (or such other place or address as was specified by the company for the receipt of appointments of proxy in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document) not later than the last time at which an appointment of a proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll demanded. In this article, references to in writing include the use of electronic communications subject to such terms and conditions as the board may decide.
Any corporation which is a member of the company 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 any class of shares. A director, the secretary or other person authorised for the purpose by the secretary may (but shall have no obligation to) require all or any of such persons to produce a certified copy of the resolution of authorisation before permitting the person to exercise his or her powers.
Unless otherwise determined by ordinary resolution of the company, the directors (disregarding alternate directors) shall be not less than two nor more than twenty in number.
No shareholding qualification for directors shall be required.
Subject to the provisions of these articles, the company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles.
Subject to the provisions of these articles, the board may appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles. Any director so appointed shall retire at the next following annual general meeting, notice of which is first sent after his or her appointment, and shall then be eligible for re-appointment.
At every annual general meeting all of the directors at the date of the notice convening the annual general meeting shall retire from office and may offer themselves for reappointment by the members.
Subject to the provisions of these articles, the company may, at the meeting at which a director retires, pass an ordinary resolution to re-appoint him or her or to appoint some other eligible person in his or her place.
In addition to any power of removal conferred by the Companies Acts, the company may by special resolution remove any director before the expiration of his or her period of office and may (subject to these articles) by ordinary resolution appoint another person who is willing to act to be a director in his or her place.
No person other than a director retiring at a general meeting shall be appointed or reappointed a director at that general meeting unless:
all retiring directors who stood for re-appointment at that meeting (the "retiring directors") shall be deemed to have been re-appointed as directors and shall remain in office, but the retiring directors may only:
but not for any other purpose.
93.2 The retiring directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in article 93.1, and they shall retire from office at that meeting. If at the end of any meeting convened under this article the number of directors is fewer than any minimum number of directors required under article 85, the provisions of article 93.1 and this article shall also apply to that meeting.
A director who retires at an annual general meeting may, if willing to continue to act, be appointed or re-appointed. If he or she is appointed or re-appointed, he or she is treated as continuing in office throughout. If he or she is not appointed or re-appointed, unless article 93.1 applies, he or she shall retain office until the end of the meeting or (if earlier) when a resolution is passed to appoint someone in his or her place.
Without prejudice to the provisions for retirement contained in these articles, the office of a director shall be vacated if:
If the office of a director is vacated for any reason, he or she shall cease to be a member of any committee or sub-committee of the board. In this article, references to in writing include the use of electronic communications subject to such terms and conditions as the board may decide.
(A) if his or her appointor ceases for any reason to be a director except that, if at any meeting any director retires but is re-appointed at the same meeting, any appointment made by him or her pursuant to this article 96 which was in force immediately before his or her retirement shall remain in force as though he or she had not retired;
(B) on the happening of any event which, if he or she were a director, would cause him or her to vacate his or her office as director; or
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 with the company for such period (subject to the provisions of the Companies Acts) and upon such other terms as the board or any committee authorised by the board may in its discretion decide and may revoke or terminate any appointment so made. Any revocation or termination of the appointment shall be without prejudice to any claim for damages that the director may have against the company or the company may have against the director for any breach of any contract of service between him or her and the company which may be involved in the revocation or termination. A director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorised by the board may decide, and either in addition to or in lieu of his or her remuneration as a director.
Each of the directors who are not managing or executive directors shall be paid a fee (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the board provided that the aggregate of all fees so paid to such directors (excluding amounts payable under any other provision of these articles) shall not exceed £1,000,000 per annum (exclusive of value added tax if applicable) or such higher amount as may from time to time be decided by ordinary resolution of the company.
Any director who performs services which in the opinion of the board or any committee authorised by the board go beyond the ordinary duties of a director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorised by the board may in its discretion decide in addition to any remuneration provided for by or pursuant to any other article.
Each director may be paid his or her reasonable travelling, hotel and other incidental expenses of attending and returning from meetings of the board or committees of the board or general meetings of the company or any other meeting which as a director he or she is entitled to attend and shall be paid all other costs and expenses properly and
reasonably incurred by him or her in the conduct of the company's business or in the discharge of his or her duties as a director.
The board or any committee authorised by the board may exercise all the powers of the company to provide benefits, either by the payment of gratuities or pensions or by insurance or in any other manner whether similar to the foregoing or not, for any director or former director or the relations, or dependants of, or persons connected to, any director or former director provided that no benefits (except such as may be provided for by any other article) may be granted to or in respect of a director or former director who has not been employed by, or held an executive office or place of profit under, the company or any body corporate which is or has been its subsidiary undertaking or any predecessor in business of the company or any such body corporate without the approval of an ordinary resolution of the company. No director or former director shall be accountable to the company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the company.
resolution unless it concerns his or her own appointment or the settlement or variation of the terms or the termination of his or her own appointment or the appointment of another director to an office or place of profit with a company in which the company is interested and the director seeking to vote or be counted in the quorum owns one per cent. or more of it.
(H) any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of any director or directors, or for the benefit of persons who include, directors.
For the purposes of this article, in relation to an alternate director, an interest of his or her appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.
(C) the director the subject to the conflict of interest or any other interested director shall not vote and shall not be counted in the quorum in respect of the authorisation given under this article 102.8 and if he or she or any other interested director does vote, those votes shall not be counted;
(D) the directors may in their absolute discretion impose such terms or conditions on the grant of the authorisation as they think fit (and in doing so the directors will act in such a way in good faith they consider will be most likely to promote the success of the company) and may vary or terminate any such authorisation at any time;
For the purposes of this article 102, "conflict of interest" includes a conflict of interest and a conflict of duty and a conflict of duties.
(A) to disclose any such information to the board or to any director or other officer or employee of the company; and/or
(B) to use or apply any such information in performing his or her duties as a director of the company.
for so long as he or she reasonably believes such conflict of interest or possible conflict of interest subsists.
Subject to the provisions of the Companies Acts and these articles and to any directions given by the company in general meeting by special resolution, the business of the company shall be managed by the board which may exercise all the powers of the company whether relating to the management of the business of the company or not. No alteration of these articles and no special resolution shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that resolution had not been passed. The powers given by this article shall not be limited by any special power given to the board by any other article.
For the purposes of this paragraph of this article:
all as shown by the then latest audited balance sheet but after:
indemnity by a member of the group or which any member of the group may be required to purchase;
London clearing bank, selected by the board, as being the most appropriate rate for the purchase by the company of the currency in question for sterling on the day in question;
The board may, by power of attorney or otherwise, appoint any person or body of persons whether nominated directly or indirectly by the board to be the agent of the company upon such terms (including terms as to remuneration) as it may decide and may delegate to any person so appointed any of its powers, authorities and discretions (with power to sub-delegate). The board may remove any person appointed under this article and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the 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 entrust to and confer upon any director any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the 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 company may exercise all the powers conferred by the Companies Acts with regard to having official seals, and those powers shall be vested in the board.
Subject to the provisions of the Companies Acts, the company may keep an overseas or local or other register in any place, and the board may make and vary such regulations as it may think fit respecting the keeping of the register.
Any director or the secretary or any other person appointed by the board for the purpose shall have power to authenticate and certify as true copies of and extracts from:
If certified in this way, a document purporting to be a copy of a resolution, or the minutes or an extract from the minutes of a meeting of the company, the holders of any class of shares, the board or a committee of the board, whether in hard copy form or electronic form, shall be conclusive evidence in favour of all persons dealing with the company in reliance on it or them that the resolution was duly passed or that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.
The board may exercise any power conferred by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries 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.
The board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A director at any time may, and the secretary on the requisition of a director at any time shall, summon a board meeting.
Notice of a board meeting shall be deemed to be properly given to a director if it is given to him or her personally or by word of mouth or sent in writing to him or her at his or her last known address or any other address given by him or her to the company for this purpose. A director absent or intending to be absent from the United Kingdom may request the board that notices of board meetings shall during his or her absence be sent in writing to him or her at an address given by him or her to the company for this purpose, but such notices need not be given any earlier than notices given to directors not so absent and if no request is made to the board it shall not be necessary to give notice of a board meeting to any director who is absent from the United Kingdom at the relevant time. A director may waive notice of any meeting either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. In this article references to in writing include the use of electronic communications subject to such terms and conditions as the board may decide.
The quorum necessary for the transaction of the business of the board may be fixed by the board and, unless so fixed at any other number, shall be two. Subject to the provisions of these articles, any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no other director objects and if otherwise a quorum of directors would not be present.
The continuing directors or a sole continuing director may, unless article 93.1 applies, act notwithstanding any vacancy in their number but, if and so long as the number of directors is reduced below the minimum number fixed by or in accordance with these articles or is below the number fixed by or in accordance with these articles as the quorum or there is only one continuing director, the continuing directors or director may act for the purpose of filling vacancies or of summoning general meetings of the company but not for any other purpose. If there are no directors or director able or willing to act, then any two members may summon a general meeting for the purpose of appointing directors.
The board may appoint a director to be the chair or a deputy chair of the board, and may at any time remove him or her from that office. The chair or failing him or her the deputy chair shall act as chair at every meeting of the board. If more than one deputy chair is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chair who has been in office as a director longest shall take the chair. But if no chair or deputy chair is appointed, or if at any meeting neither the chair nor any deputy chair is present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chair of the meeting.
A meeting of the board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions vested in or exercisable by the board.
Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the chair of the meeting shall have a second or casting vote (unless he or she is not entitled to vote on the matter in question, in which case if there is an equality of votes the matter shall be treated as not having been decided).
the meetings and proceedings of the board so far as the same are applicable and are not superseded by any regulations imposed by the board.
118.3 The power to delegate contained in this article 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.
All or any of the members of the board or any committee of the board may participate in a meeting of the board or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place at the place agreed upon by the members of the board or that committee (as the case may be) attending the meeting provided that at least one of the members present at the meeting was at that place for the duration of the meeting.
A resolution in writing signed or otherwise agreed to by all the directors who are at the relevant time entitled to receive notice of a meeting of the board or a committee of the board and who would be entitled to vote on the resolution at the meeting of the board or the meeting of that committee of the board (if that number is sufficient to constitute a quorum) shall be as valid and effectual as a resolution passed at a meeting of the board (or, as the case may be, of that committee) properly called and constituted. The resolution may be contained in one document or in several documents in like form each signed or agreed to by one or more of the directors concerned. In this article references to in writing include the use of electronic communications subject to such terms and conditions as the board may decide.
For this purpose:
All acts done by the board or by any committee or by any person acting as a director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the board or committee or person so acting or that they or any of them were disqualified from holding office or had vacated office or were not entitled to vote, be as valid as if each such member or person had been properly appointed and was qualified and had continued to be a director or member of the committee and had been entitled to vote.
Subject to the provisions of the Companies Acts, the secretary shall be appointed by the board for such term, at such remuneration and upon such conditions as the board may think fit; and any secretary so appointed may be removed by the board.
The board shall cause minutes to be recorded for the purpose of:
Any such minutes, if purporting to be authenticated by the chair of the meeting to which they relate or of the next meeting, shall be sufficient evidence of the proceedings at the meeting without any further proof of the facts stated in them.
The board shall provide for the custody of every seal of the company. A seal shall only be used by the authority of the board or of a committee of the board authorised by the board in that behalf. Subject as otherwise provided in these articles, and to any resolution of the board or committee of the board dispensing with the requirement for counter-signature on any occasion, any instrument to which the common seal is applied shall be signed by one director whose signature must be attested in the presence of a witness or by at least one director and the secretary, or by at least two directors or by such other person or persons as the board may approve. Any instrument to which an official seal is applied need not, unless the board otherwise decides or the law otherwise requires, be signed by any person.
The company may by ordinary resolution from time to time declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the board.
Subject to the provisions of the Companies Acts, the board may pay such interim dividends as appear to the board to be justified by the financial position of the company and may also pay any dividend payable at a fixed rate at intervals settled by the board whenever the financial position of the company, in the opinion of the board, justifies its payment. If the board acts in good faith, it shall not incur any liability to the holders of any shares for any loss they may suffer in consequence of the payment of an interim or fixed dividend on any other class of shares ranking pari passu with or after those shares.
Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:
The board may decide the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.
The board may deduct from any dividend or other moneys payable to a member by the company on or in respect of any shares all sums of money (if any) presently payable by him or her to the company on account of calls or otherwise in respect of shares of the company. Sums so deducted can be used to pay amounts owing to the company in respect of the shares. If a person is entitled by transmission to a share, the board may retain any dividend payable in respect of that share until that person (or that person's transferee) becomes the holder of that share.
Subject to the rights attaching to, or the terms of issue of, any shares, no dividend or other moneys payable by the company on or in respect of any share shall bear interest against the company.
and if any holder does not nominate a method of payment pursuant to paragraph (B) of this article, the dividend or other moneys may be paid by such method as the board may decide.
to the share on his or her written direction, designation or agreement, or notice to the company.
The company may cease to send any cheque, warrant or similar financial instrument through the post or to employ any other means of payment, including payment by means of a relevant system, for any dividend payable on any shares in the company which is normally paid in that manner on those shares if in respect of at least two consecutive dividends payable on those shares the cheques, warrants or similar financial instruments have been returned undelivered or remain uncashed during or at the end of the period for which the same are valid or that means of payment has failed. In addition, the company may cease to send any cheque, warrant or similar financial instrument through the post or may cease to employ any other means of payment if, in respect of one dividend payable on those shares, the cheque, warrant or similar financial instrument has been returned undelivered or remains uncashed during or at the end of the period for which the same is valid or that means of payment has failed and reasonable enquiries have failed to establish any new address or account of the person entitled to payment. Subject to the provisions of these articles, the company must recommence sending cheques, warrants or similar financial instruments or employing such other means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing.
If the board decides that a payment of a dividend or other moneys payable in respect of a share to any holder or group of holders shall be made to an account (of a type approved by the board) nominated by the holder, but any holder does not nominate such an account, or does not provide the details necessary to enable the company to make a payment to the nominated account, or a payment to the nominated account is rejected or refunded, the company shall treat the payment as an unclaimed dividend and article 132 shall apply.
All dividends or other sums payable on or in respect of any shares which remain unclaimed may be invested or otherwise made use of by the board for the benefit of the company until claimed. Any dividend, or any amount treated as an unclaimed dividend pursuant to article 131, or other sum payable in respect of a share shall be forfeited and revert to, and cease to remain owing by, the company if:
whichever is the first to occur. The payment by the board of any unclaimed dividend, or any amount treated as an unclaimed dividend pursuant to article 131, or other sum payable on or in respect of a share into a separate account shall not constitute the company a trustee in respect of it and no interest shall accrue on any such monies.
Any general meeting declaring a dividend may, upon the recommendation of the board, by ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, and where any difficulty arises in regard to the distribution the board may settle it as it thinks expedient, and in particular may authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any assets or any part thereof to be distributed and may determine that cash shall be paid to any members upon the footing of the value so fixed in order to secure equality of
distribution and may vest any assets to be distributed in trustees as may seem expedient to the board.
The board may, if authorised by an ordinary resolution of the company, offer any holders of ordinary shares the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of any dividend specified by the ordinary resolution. The following provisions shall apply:
(D) The board, if it intends to offer an election in respect of any dividend, shall give notice in writing to the holders of ordinary shares of the right of election offered to them, and specify the procedure to be followed which, for the avoidance of doubt, may include an election by means of a relevant system and the place at which, and the latest time by which, elections must be lodged in order for elections to be effective. No such notice need be given to holders of ordinary shares who have previously given election mandates in accordance with this article and whose mandates have not been revoked; the accidental omission to give notice of any right of election to, or the non receipt of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action.
(E) The board shall not proceed with any election unless the company has sufficient unissued shares authorised for issue and sufficient reserves or funds that may be capitalised to give effect to it after the basis of allotment is determined.
The company may, upon the recommendation of the board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount standing to the credit of any reserve or fund (including the profit and loss account or retained earnings) at the relevant time whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the members or any class of members who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is applied either in or towards paying up the amounts unpaid at the relevant time on any shares in the company held by those members respectively or in paying up in full shares, debentures or other obligations of the company to be allotted and distributed credited as fully paid up among those members, or partly in one way and partly in the other, but so that, for the purposes of this article:
The board may authorise any person to enter into an agreement with the company on behalf of the persons entitled to participate in the distribution and the agreement shall be binding on those persons.
Where any difficulty arises in regard to any distribution of any capitalised reserve or fund the board may settle the matter as it thinks expedient and in particular may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties, as may seem expedient to the board.
Notwithstanding any other provision of these articles, the company or the board may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which the dividend,
distribution, allotment or issue is declared, paid or made. The power to fix any such record date shall include the power to fix a time on the chosen date.
The board shall cause to be kept accounting records sufficient to show and explain the company's transactions, and such as to disclose with reasonable accuracy at any time the financial position of the company at that time, and which accord with the Companies Acts.
No member in his or her capacity as such shall have any right of inspecting any accounting record or book or document of the company except as conferred by law, ordered by a court of competent jurisdiction or authorised by the board or by ordinary resolution of the company.
Subject to the Companies Acts, the company may send or supply copies of its strategic report with supplementary material, in the form and containing the information prescribed by the Companies Acts and any regulations made under the Companies Acts, to members of the company instead of copies of its full accounts and reports.
141.2 In the case of joint holders of a share:
Unless otherwise provided by these articles or required by the board, such document or information shall be authenticated in the manner specified by the Companies Acts for authentication of a document or information sent in the relevant form.
141.6 Subject to the Companies Acts, if on two consecutive occasions notices or other documents have been sent through the post to any member at his or her registered address for the service of notices, but have been returned undelivered, or following one such occasion, reasonable enquiries have failed to establish the member's new address, such member shall not thereafter be entitled to receive any subsequent notice or document from the company until he or she shall have supplied to the company in writing a new registered address or address within the United Kingdom for the service of notices. For the purposes of this article, references to a document include references to any cheque, warrant or similar financial instrument; but nothing in this article shall entitle the company to cease (or refuse to commence) sending any cheque, warrant or similar
financial instrument for any dividend, unless it is otherwise entitled under these articles to do so.
Any notice or document or other information may be served, sent or delivered by the company by reference to the register as it stands at any time not more than 15 days before the date of service, sending or delivery. No change in the register after that time shall invalidate that service, sending or delivery. Where any notice or document or other information is served on or sent or delivered to any person in respect of a share in accordance with these articles, no person deriving any title or interest in that share shall be entitled to any further service, sending or delivery of that notice or document or other information.
Any member whose registered address is not within the United Kingdom and who gives to the company a postal address within the United Kingdom at which notices or documents or other information may be served upon, or delivered to, him or her shall be entitled to have notices or documents or other information served on or sent or delivered to him or her at that address or, where appropriate, by making such notices, documents or other information available on a website and notifying the member at that address. Any member whose registered address is not within the United Kingdom and who gives to the company an address for the purposes of electronic communications may, at the absolute discretion of the board, have notices or documents or other information sent to him or her at that address or, where appropriate, by making such notices, documents or other information available on a website and notifying the holder at that address. Otherwise, a member whose registered address is not within the United Kingdom shall not be entitled to receive any notice or document or other information from the company.
A person who is entitled by transmission to a share upon supplying the company with a postal address within the United Kingdom for the service of notices shall be entitled to have served upon or delivered to him or her at such address any notice or document or other information to which he or she would have been entitled, if he or she were the holder of that share or, where appropriate, may be notified at that address of the availability of the notice, document or other information on a website. A person who is entitled by transmission to a share, upon supplying the company with an address for the purposes of electronic communications for the service of notices may, at the absolute discretion of the board, have sent to him or her at such address any notice or document or other information to which he or she would have been entitled if he or she were the holder of that share or, where appropriate, may be notified at that address of the availability of the notice, document or other information on a website. In either case, such service, sending or delivery shall for all purposes be deemed a sufficient service, sending or delivery of such notice or document or other information on all persons interested (whether jointly with or as claimants through or under him) in the share. Otherwise, any notice or other document or information served on or sent or delivered to any member pursuant to these articles 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 have been properly served, sent or delivered in respect of any share registered in the name of that member as sole or joint holder.
If at any time by reason of the suspension or curtailment of postal services within the United Kingdom or some or part of the United Kingdom or of the relevant electronic communication system the company is unable effectively to convene a general meeting by notice sent through the post or by electronic communications, notice of the general meeting may be given to members affected by the suspension or curtailment by a notice advertised in at least one newspaper with a national circulation. Notice published in this
way shall be deemed to have been properly served on all affected members who are entitled to have notice of the meeting served upon them, on the day when the advertisement has appeared in at least one such paper. If at least 6 clear days prior to the meeting the sending of notices by post or by electronic communications has again become generally possible, the company shall send confirmatory copies of the notice by post or by electronic communications to the persons entitled to receive them.
If the company destroys or deletes:
and the company destroys or deletes the document or Operator-instruction in good faith and without express notice that its preservation was relevant to a claim, it shall be presumed irrebuttably in favour of the company that every share certificate so destroyed was a valid certificate and was properly cancelled, that every instrument of transfer or Operator-instruction so destroyed or deleted was a valid and effective instrument of transfer or Operator-instruction and was properly registered and that every other document so destroyed or deleted was a valid and effective document or Operatorinstruction and that any particulars of it which are recorded in the books or records of the company were correctly recorded. Nothing contained in this article shall be construed as imposing upon the company any liability which, but for this article, would not exist or by reason only of the destruction or deletion of any document of the kind mentioned above before the relevant period mentioned in this article has elapsed or of the fact that any other condition precedent to its destruction or deletion mentioned
above has not been fulfilled. References in this article to the destruction or deletion of any document include references to its disposal in any manner.
If the company commences liquidation, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Companies Acts:
but no member shall be compelled to accept any shares or other assets upon which there is any liability.
Subject to the provisions of the Companies Acts, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, the company may indemnify any director or other officer against any liability and may purchase and maintain for any director or other officer insurance against any liability incurred by him or her in the execution and discharge of his or her duties or the exercise of his or her powers or otherwise in relation to or in connection with his or her duties, powers or office as a director of the company or any associated company including any liability which may attach to him or her in respect of any negligence, default, breach of duty or breach of trust in relation to anything done or omitted to be done or alleged to have been done or omitted to be done by him or her as a director and any such liability incurred by him or her in connection with the company's activities as trustee of an occupational pension scheme as defined in section 235(6) of the Companies Act 2006 provided that this article 149 shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this article, or any element of it, to be treated as void under the Companies Acts. Subject to those provisions, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every director or other officer of the company shall be indemnified out of the assets of the company (other than any person (whether an officer or not) engaged by the company as auditor) against any liability incurred by him or her as a director or other officer of the company in defending any proceedings (whether civil or criminal) in which judgment is given in his or her favour or he or she is acquitted or in connection with any application under the Companies Acts in which relief is granted to him or her by the court.
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