Registration Form • Jan 11, 2022
Registration Form
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| ABERDEEN ASIAN SMALLER COMPANIES INVESTMENT TRUST PUBLIC LIMITED COMPANYSTANDARD ASIA FOCUS PLC Company No: 3106339 |
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| ARTICLES OF ASSOCIATION | |
| (adopted by special resolution passed on [27 January•] 2022) Dentons UK and Middle East LLP One Fleet Place London EC4M 7WS United Kingdom |
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| ABEGAN/0041RUMD/00002/8055875.3103395.00013 |
One London Wall London EC2Y 5AB DX 123 LONDON/CHANCERY LN Tel 020 7002 8500 Fax 020 7002 8501 www.mms.co.uk
Ref: RJB/ABE/41/2
ABEGAN/0041RUMD/00002/8055875.3103395.00013
| TABLE OF CONTENTS | Formatted: Font: (Default) Arial, |
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| Clause Page No. |
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| PRELIMINARY | |
| 1 | |
| 2 | |
| SHARE CAPITAL | |
| 3 | |
| 4 | |
| 5 | |
| VARIATION OF RIGHTS | |
| 6 | |
| 7 | |
| ALTERATION OF CAPITAL | |
| INCREASE IN CAPITAL ထ |
|
| CONSOLIDATION, SUB-DIVISION AND CANCELLATION OF SHARES | |
| 10 | |
| 11 | |
| SHARES | |
| 12 | |
| COMMISSIONS/BROKERAGE 13 |
|
| 14 | |
| 15 | |
| EVIDENCE OF TITLE TO SHARES | |
| 16 | |
| 17 | |
| 18 | |
| 19 |
| 20 | ||
|---|---|---|
| 1 | ||
| 22 | [UNCERTIFICATED SHARES] | |
| CALLS ON SHARES | ||
| 23 | ||
| 24 | LIABILITY FOR CALLS | |
| 25 | INTEREST ON OVERDUE AMOUNTS | |
| 26 | DEEMED CALLS | |
| 27 | POWER TO DIFFERENTIATE BETWEEN HOLDERS | |
| 28 | PAYMENT OF CALLS IN ADVANCE | |
| FORFEITURE, SURRENDER AND LIEN | ||
| 29 | NOTICE ON FAILURE TO PAY A CALL | |
| 30 | FORFEITURE FOR NON-COMPLIANCE | |
| 31 | DISPOSAL OF FORFEITED SHARES | |
| 32 | LIABILITY FOLLOWING FORFEITURE | |
| 33 | LIEN ON PARTLY PAID SHARES | |
| 34 | ENFORCEMENT OF LIEN BY SALE | |
| 35 | APPLICATION OF PROCEEDS OF SALE | |
| COMPULSORY SALE POWERS | ||
| 36 | ||
| 37 | ||
| TRANSFER OF SHARES | ||
| 38 | FORM OF TRANSFER | |
| 39 SHARES |
||
| 40 | [REGISTRATION OF TRANSFERS OF UNCERTIFICATED SHARES] 1847 | |
| 41 | NO FEE ON REGISTRATION | |
| 42 | CLOSURE OF REGISTER | |
| 43 |
| 44 | RETENTION OF TRANSFERS | |
|---|---|---|
| TRANSMISSION OF SHARES | ||
| 45 | TRANSMISSION ON DEATH | |
| 46 | ELECTION BY PERSON ENTITLED BY TRANSMISSION | |
| 47 RIGHTS OF PERSONS ENTITLED BY TRANSMISSION | ||
| STOCK 2149 | ||
| 48 | ||
| 49 | ||
| 50 | ||
| UNTRACED SHAREHOLDERS | ||
| 51 SALES OF SHARES OF UNTRACED SHAREHOLDERS | ||
| GENERAL MEETINGS | ||
| 52 | ANNUAL GENERAL MEETING | |
| 53 | ||
| 54 | CLASS MEETING | |
| NOTICE OF GENERAL MEETINGS | ||
| 55 C PERIOD OF NOTICE AND PERSONS ENTITLED TO RECEIVE NOTICE 2424 | ||
| 56 | CONTENTS OF NOTICE | |
| 57 | ORDINARY BUSINESS | |
| 58 | OMISSION OR NON-RECEIPT OF NOTICE | |
| 59 GENERAL MEETINGS AT MORE THAN ONE PLACE | ||
| PROCEEDINGS AT GENERAL MEETING | ||
| 60 | ELECTRONIC MEETINGS | |
| 0 | ||
| 62 | CHAIRMAN | |
| 63 | QUORUM | |
| 64 | LACK OF QUORUM | |
| 65 | ADJOURNMENT | |
| દિદ | DIRECTORS' RIGHT TO ATTEND AND SPEAK | |
|---|---|---|
| 67 | AMENDMENTS TO RESOLUTIONS | |
| 68 | ACCOMMODATION OF MEMBERS AT MEETING | |
| દિવે | SECURITY AND OTHER ARRANGEMENTS AT MEETING | |
| VOTING AT GENERAL MEETINGS | ||
| 70 | METHODS OF VOTING | |
| 71 | PROCEDURES ON A POLL | |
| 72 | TIMING OF A POLL | |
| 73 | ||
| VOTING RIGHTS | ||
| 74 | VOTES ATTACHING TO SHARES | |
| 75 | VOTES OF JOINT HOLDERS | |
| 76 | [NO] CHAIRMAN'S CASTING VOTE | |
| 77 | MEMBER UNDER INCAPACITY | |
| 78 | RESTRICTION ON VOTING | |
| 79 | ||
| PROXIES AND CORPORATE REPRESENTATIVES | ||
| 80 | IDENTITY OF PROXY | |
| 81 | FORM OF PROXY | |
| 82 | DEPOSIT OF PROXY | |
| 83 | BODY CORPORATES ACTING BY REPRESENTATIVES | |
| 84 | REVOCATION OF PROXY OR CORPORATE REPRESENTATIVE | |
| DIRECTORS | ||
| 85 | NUMBER OF DIRECTORS | |
| કર્ણ | [NO] SHARE QUALIFICATION | |
| 87 | DIRECTORS' REMUNERATION | |
| 88 | ADDITIONAL REMUNERATION | |
| 89 | ||
| 90 | RETIREMENT AND OTHER BENEFITS | |
|---|---|---|
| 91 | DIRECTORS' INTERESTS | |
| 92 | EXECUTIVE DIRECTORS | |
| તે33 | DELEGATION OF POWERS | |
| 94 | DESIGNATION OF NON-DIRECTORS | |
| ALTERNATE DIRECTORS | ||
| റിട | APPOINTMENT | |
| APPOINTMENT AND RETIREMENT OF DIRECTORS | ||
| તેવાયું તેમ જ દૂધની ડેરી જેવી સવલતો પ્રાપ્ય થયેલી છે. આ ગામમાં પ્રાથમિક શાળા, પંચાયતઘર, આંગણવાડી તેમ જ દૂધની ડેરી જેવી સવલતો પ્રાપ્ય થયેલી છે. આ ગામના લોકોનો મુખ્યત્વે તેમ જ | VACATION OF OFFICE | |
| 97 | RETIREMENT OF DIRECTORS | |
| ರಿ8 | RE-ELECTION OF RETIRING DIRECTORS | |
| රිබ | APPOINTMENT OF TWO OR MORE DIRECTORS | |
| 100 | NOMINATION OF DIRECTORS FOR ELECTION | |
| 101 | ||
| 102 | ADDITIONAL DIRECTORS AND CASUAL VACANCIES | |
| MEETINGS AND PROCEEDINGS OF DIRECTORS | ||
| 103 CONVENING OF BOARD MEETINGS | ||
| 104 | QUORUM | |
| 105 | AUTHORITY TO VOTE | |
| 106 | VIDEO CONFERENCE AND TELEPHONE MEETINGS | |
| 107 | ||
| 108 | RESTRICTIONS ON VOTING. | |
| 109 | NUMBER OF DIRECTORS BELOW MINIMUM | |
| 110 | CHAIRMAN | |
| 111 | WRITTEN RESOLUTIONS | |
| 112 | ||
| COMMITTEES OF THE DIRECTORS | ||
| 113 |
| 114 PROCEEDINGS OF COMMITTEE MEETINGS | ||
|---|---|---|
| POWERS OF DIRECTORS | ||
| 115 GENERAL POWERS | ||
| 116 | ||
| 117 | ||
| BORROWING POWERS | ||
| 0 | ||
| 155 | ||
| 155 SECURITY FOR PAYMENT OF MONEYS BORROWED OR RAISED 5349 | ||
| 155 SECURITY FOR PAYMENT OF MONEYS | ||
| SECRETARY | ||
| 122 APPOINTMENT | ||
| REGISTERS | ||
| 123 MEMBERS | ||
| 124 CHARGES | ||
| SEALS 5450 | ||
| 125 - - | SEALS | |
| AUTHENTICATION OF DOCUMENTS | ||
| 126 AUTHENTICATION | ||
| RESERVES | ||
| 127 ESTABLISHMENT OF RESERVES | ||
| 128 | ||
| DIVIDENDS | ||
| 129 | FINAL DIVIDENDS | |
| 130 | INTERIM AND PREFERENTIAL DIVIDENDS | |
| 131 | NO DIVIDEND EXCEPT OUT OF PROFITS | |
| 132 RANKING OF SHARES FOR DIVIDEND | ||
| 133 NO INTEREST QN DIVIDENDS | ||
| 134 | RETENTION OF DIVIDENDS | |
|---|---|---|
| 135 | WAIVER OF DIVIDENDS | |
| 136 | CURRENCY AND PAYMENT OF DIVIDENDS | |
| 137 | JOINT HOLDERS AND PERSONS ENTITLED BY TRANSMISSION | |
| 138 | ||
| 139 | ||
| SCRIP DIVIDENDS | ||
| 140 SCRIP DIVIDENDS | ||
| CAPITALISATION OF PROFITS AND RESERVES | ||
| 141 CAPITALISATION OF PROFITS AND RESERVES | ||
| ACCOUNTS | ||
| 142 | SUMMARY FINANCIAL STATEMENTS | |
| 142 | SUMMARY FINANCIAL STATEMENTS | |
| 142 SUMMARY FINANCIAL STATEMENTS | ||
| 142 SUMMARY FINANCIAL STATEMENTS | ||
| NOTICES, DOCUMENTS AND INFORMATION | ||
| 146 | ||
| 147 | SERVICE OF NOTICES, DOCUMENTS AND INFORMATION | |
| 148 | JOINT HOLDERS | |
| 149 DECEASED AND BANKRUPT MEMBERS AND TRANSFEREES | ||
| 150 | STATUTORY REQUIREMENTS AS TO NOTICES | |
| RECORD DATES | ||
| 151 | ||
| 152 | ||
| DESTRUCTION OF DOCUMENTS | ||
| 153 | ||
| INDEMNITY AND INSURANCE |
| 155 INSURANCE | ||
|---|---|---|
| NAME | 7766 | |
| 155 | ||
| PRELIMINARY | ||
| 1 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| 2 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| SHARE CAPITAL | ||
| 3 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| 4 ____________________________ | ||
| 5 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| 6 -- WARRANTS TO SUBSCRIBE FOR SHARES ---------------------------------------------------------------------------------------------------------------------------------------- | ||
| VARIATION OF RIGHTS | ||
| 7 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| 8 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| ALTERATION OF CAPITAL | ||
| 9 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| 40 -- CONSOLIDATION, SUB-DIVISION AND CANCELLATION OF SHARES 7 | ||
| 41 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| 12 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| SHARES | 8 | |
| 13-AUTHORITY TO ALLOT | ||
| 14 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| 15 | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | |
| 46 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| EVIDENCE OF TITLE TO SHARES. | ||
| 47 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| 18 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ||
| 19 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| 20 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
|---|---|
| 21 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 22 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 23 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| CALLS ON SHARES | |
| 24 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 25 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 26 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 27 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 28- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 29 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| FORFEITURE, SURRENDER AND LIEN | |
| 30 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 31 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 32 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 33 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 34 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 35---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 36 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| COMPULSORY SALE POWERS | |
| 37 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 38 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| TRANSFER OF SHARES |
|
| 39 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 40 -- RIGHT TO DECLINE REGISTRATION OF TRANSFERS OF ICERTIFICATED] SHADES ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
|
| 41- -- [REGISTRATION OF TRANSFERS OF UNCERTIFICATED SHARES] | |
| 42 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 43 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| 44- -- BRANCH REGISTER | |
|---|---|
| 45 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| TRANSMISSION OF SHARES | |
| 46 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 47 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 48 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| SHARE WARRANTS | |
| 49 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| STOCK | |
| 50 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 51 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 52 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| UNTRACED SHAREHOLDERS | |
| 53 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| GENERAL MEETINGS | |
| 54 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 55 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 56 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| NOTICE OF GENERAL MEETINGS | |
| 57 -- PERIOD OF NOTICE AND PERSONS ENTITUED TO RECEIVE NOTICE 21 | |
| 58- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 59 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 60 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |
|
| 61 -- GENERAL MEETINGS AT MORE THAN ONE DIALE -- CHILINE -- CHILINE -- C2 | |
| 62 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| PROCEEDINGS AT GENERAL MEETING | |
| 63 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 64 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 65---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
|---|---|
| 66 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 67 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 68 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 69 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 70 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| VOTING AT GENERAL MEETINGS | |
| 71 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 72 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 73- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 74 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| VOTING RIGHTS | |
| 75 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 76 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 77 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 78 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 79 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 80 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| PROXIES AND CORPORATE REPRESENTATIVES | |
| 81 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 82 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 83 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 84- BODY CORPORATES ACTING BY REPRESENTATIVES | |
| 85 -- REVOCATION OF PROXY OR CORPORATE REPRESENTATIVE ------------------------------------------------------------------------------------------------------------------------ | |
| DIRECTORS | |
| 86 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 87 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 88 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 89-ADDITIONAL REMUNERATION | |
|---|---|
| 90 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 91 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 92 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 93 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 94 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 95 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| ALTERNATE DIRECTORS | |
| 96 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| APPOINTMENT AND RETIREMENT OF DIRECTORS | |
| 97 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 98 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 99 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 400 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 101 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 402 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 403 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| M5ETINGS AND PROCEEDINGS OF DIRECTORS | |
| 404 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 105 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 406 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 107 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 408--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 39 |
| 409 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 410 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 114 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
| 112 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |
|
| 113 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| COMMITTEES OF THE DIRECTORS 115 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 116 --- PROCEEDINGS OF COMMITTEE MEETINGS POWERS OF DIRECTORS 117 --- GENERAL POWERS ------------------------------------------------------------------------------------------------------------------------------------------------------- 118 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 119 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 420 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 424 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- BORROWING POWERS 122 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 423 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 424 -- SECURITY FOR PAYMENT OF MONEYS BORROWED OR RAISED 47 425 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- SECRETARY 426 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- REGISTERS 427 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 428 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- SEALS 129 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- AUTHENTICATION OF DOCUMENTS 130 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- RESERVES 134 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 432-PROFITS FROM ACQUIRED BUSINESS DIVIDENDS |
414 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | |
|---|---|---|
| 133 | FINAL DIVIDENDS 50 | |
|---|---|---|
| 134 | INTERIM AND PREFERENTIAL DIVIDENDS 50 | |
| 135 | NO DIVIDEND EXCEPT OUT OF PROFITS 50 | |
| 136 | RANKING OF SHARES FOR DIVIDEND 50 | |
| 137 | NO INTEREST ON DIVIDENDS 51 | |
| 138 | RETENTION OF DIVIDENDS 51 | |
| 139 | WAIVER OF DIVIDENDS 51 | |
| 140 | CURRENCY AND PAYMENT OF DIVIDENDS 51 | |
| 141 | JOINT HOLDERS AND PERSONS ENTITLED BY TRANSMISSION 52 | |
| 142 | UNCLAIMED AND UNCASHED DIVIDENDS 52 | |
| 143 | DISTRIBUTION IN SPECIE 53 | |
| SCRIP DIVIDENDS 53 | ||
| 144 | SCRIP DIVIDENDS 53 | |
| CAPITALISATION OF PROFITS AND RESERVES 55 | ||
| 145 | CAPITALISATION OF PROFITS AND RESERVES 55 | |
| ACCOUNTS 56 | ||
| 146 | SUMMARY FINANCIAL STATEMENTS 56 | |
| NOTICES, DOCUMENTS AND INFORMATION 56 | ||
| 147 | NATURE OF NOTICE 56 | |
| 148 | SERVICE OF NOTICES, DOCUMENTS AND INFORMATION 56 | |
| 149 | JOINT HOLDERS 58 | |
| 150 | DECEASED AND BANKRUPT MEMBERS AND TRANSFEREES 58 | |
| 151 | STATUTORY REQUIREMENTS AS TO NOTICES 59 | |
| RECORD DATES 59 | ||
| 152 | RECORD DATE FOR SERVICE OF NOTICES 59 | |
| 153 | RECORD DATE FOR DIVIDENDS, ISSUES OF SHARES, ETC. 59 | |
| DESTRUCTION OF DOCUMENTS 59 | ||
| 154 | DESTRUCTION OF DOCUMENTS 59 |
| NOCMNITY | AND INCLIDANCE ============================================================================================================================================================================== |
CO |
|---|---|---|
| 155 ATABLE |
INDEMNI ============================================================================================================================================================================= |
CO |
| 150 ATABLE |
INCLIDANICE ורטים מחיים מוניים שנייני שניינוני שנייני שנייני שנייני שנייני שנייני שנייני שנייני שניי |
CO |
| IAM | ||
| BUILD | NIAME . V. V.I. |
24 |
Company No: 3106339
of
(the "Company")
No regulations or articles prescribed by regulations under any statute concerning companies shall form part of the articles of the Company and all such regulations and articles are hereby excluded.
"Act" means the Companies Act 2006;
"Auditors" means the auditors of the Company for the time being;
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| "business day" | means 9a.m. to 5p.m. on any day (other than a Saturday or Sunday) on which clearing banks are open for the transaction of normal banking business in London; |
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| "certificated" | means, in relation to a share, a share which is not an uncertificated share; |
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| "class meeting" | has the meaning given to it in Article 54.1; | Formatted: Font: (Default) Arial, Complex Script Font: Arial |
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| "clear days" | in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day |
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| for which it is given or on which it is to take effect; | Formatted: Font: (Default) Arial, Complex Script Font: Arial |
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| "Common Reporting Standard" |
means the OECD Common Reporting Standard, or any similar or successor information standard or legislation or any information standard or legislation developed or made by any |
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| "CREST" | other jurisdiction in connection with it, including, without limitation, the UK International Tax Compliance Regulations 2015 and any orders, regulations or other subordinate legislation made thereunder; means the relevant system operated by EuroClear UK & |
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| Ireland Limited in terms of the Regulations; | Formatted: Font: (Default) Arial, | ||
| "Directors" | means the executive and non-executive directors of the | Bold, Font color: Auto, Complex Script Font: Arial |
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| Company who make up its board of directors for the time being or (as the context requires) the directors present or |
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| deemed to be present at a duly convened meeting of the directors at which a quorum is present, and shall be construed in accordance with Article 2.3.32.3.32.3.3; |
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| "electronic form" | shall have the same meaning as in section 1168 of the Act; | Formatted: Font: (Default) Arial, Font color: Auto, Complex Script Font: Arial |
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| "electronic means" | shall have the same meaning as in section 1168 of the Act and includes, without limitation, and facsimile transmission; |
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| "electronic signature" | means anything in electronic form which the Directors require to be incorporated into or otherwise associated with any |
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| document or information sent or supplied in electronic form for the purpose of establishing the authenticity or integrity of |
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| the document or information; | Formatted | ||
| "entitled by | means, in relation to a share, entitled as a consequence of | Formatted | |
| transmission" | the death or bankruptcy of a member or of another event | Formatted | |
| giving rise to a transmission of entitlement by operation of law; |
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| Formatted | |||
| "FATCA" | means sections 1471 to 1474 of the US Tax Code, known as | Formatted | |
| the US Foreign Account Tax Compliance Act (together with any regulations, rules and guidance implementing such |
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| sections and any applicable intergovernmental agreement or | Formatted | ||
| information exchange agreement and related statutes, |
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| regulations, rules and guidance thereunder); | Formatted |
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ABE/0041/00002/8055875
2
| "FCSA" | means the Financial Conduct Authority (including in its |
|---|---|
| capacity as the competent authority for the purpose of Part VI of the Financial Services and Markets Act 2000 by virtue |
|
| of Part 2 Section 16 of the Financial Services Act 2012);means The Financial Services Authority; |
|
| "FCA Handbook" | means the handbook of rules and guidance of the FCA, as amended from time to time; |
| "Group" | means the Company and its subsidiary undertakings (if any) from time to time; |
| "holder" or "member" | means in relation to a share, the person whose name is entered in the Register in respect of that share, and shall be construed in accordance with Article 2.42.42.4; |
| "London Stock Exchange" |
means London Stock Exchange plc or its successor from time to time; |
| "Market Rules" | means the Admission and Disclosure Standards of the London Stock Exchange (including any modification, amendment or replacement thereof) and/or, where the context so requires, the rules from time to time of any other recognised investment exchange on which the securities of the Company are listed, traded or dealt in; |
| "Memorandum of Association" |
means the memorandum of association of the Company for the time being; |
| "month" | means a calendar month; |
| "Office" | means the registered office of the Company for the time being; |
| "Official List" | means the Official List maintained by the FCA; |
| "paid" or "paid up" | includes credited as paid up; |
| "recognised investment exchange" |
means an investment exchange granted recognition under the Financial Services and Markets Act 2000; |
| "Register" | means the register of members of the Company kept pursuant to the Statutes and, where the context requires, any register maintained by the Company of persons holding any renounceable right of allotment of a share; |
| "registrar's office" | means the place where the Register is kept for the time being; |
| "Regulations" | means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755); |
| "seal" | means the Common Seal of the Company; |
| "Secretary" | means any person, body corporate or partnership appointed by the Directors to perform any of the duties of the secretary of the Company, including, but not limited to, an assistant or |
3
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| deputy secretary, and where two or more persons are appointed to act as joint secretaries the term shall include any one of those persons; |
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| "securities seal" | means an official sealthe common or securities seal kept by the Company pursuant to the Statutes for use for sealing securities issued by the Company or for sealing documents creating or evidencing securities so issued; |
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| "share" | has the meaning given to it in Article 113; | Formatted: Font: (Default) Arial, | |||
| "Statutes" "UK Listing Authority" "uncertificated" "Uncertificated Proxy Instruction" "United Kingdom" or "UK" |
means all statutes (and any regulations subordinate thereto) for the time being in force concerning companies and affecting the Company; |
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| means the FSA acting in its capacity as the competent authority for the purpose of Part VI of the Financial Services and Markets Act 2000 and in the exercise of its functions in respect of the admission of securities to the Official List of the UK Listing Authority; |
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| means in relation to a share, a share, title to which is recorded in the Register as being held in uncertificated form and which, by virtue of the Regulations, may be transferred by means of a relevant system; |
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| has the meaning given in Article 81.381.382.3; | |||||
| means the United Kingdom of Great Britain and Northern Ireland; and |
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| "US Tax Code" | means the US Internal Revenue Code of 1986, as amended; | Formatted: Line spacing: 1.5 lines | |||
| and | |||||
| "year" | means a calendar year. | Formatted: Font: (Default) Arial, Complex Script Font: Arial |
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| 2.2 | In these Articles, unless the context otherwise requires: | ||||
| 2.2.1 | words denoting the singular shall include the plural and vice versa and words denoting the masculine shall include the feminine and neuter and vice versa; |
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| 2.2.2 | others; | words denoting persons shall include individuals, any company, corporation, body corporate, association, partnership, firm, government authority or society (whether incorporated or not) and references to any of the same include the |
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| 2.2.3 | the expressions "debenture" and "debenture holder" shall respectively include "debenture stock" and "debenture stockholder"; |
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| 2.2.4 | the words "include" and "including" shall be construed as if they were immediately followed by the words "but not limited to"; |
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(subject to the provisions of these Articles and except where the context in which such word is used requires otherwise) the bearer of any share warrant.
The authorised share capital of the Company is £10,500,000 divided into 42,000,000 ordinary shares of 25 pence each (the "shares").
Subject to the superior rights of any other class or classes of shares that are, or may be, issued by the Company, the rights and restrictions attaching to the shares as regards participation in the profits and assets of the Company shall be as follows:
Any profits which the Company may determine to distribute in respect of any financial year shall be distributed among the holders of the shares pro rata according to the amounts paid up or credited as paid up on the shares held by them.
The capital and assets of the Company on a winding-up or other return of capital shall be applied in repaying to the holders of shares the amounts paid up or credited as paid up on such shares and subject thereto shall belong to and be distributed according to the number of such shares held by them respectively.
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The Company may, subject to the Statutes, the provisions of these Articles, the Market Rules and the requirements of the UK Listing AuthorityFCA, issue warrants or options to subscribe for shares in the Company upon such terms and subject to such conditions as the Directors may determine.
and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up. To every such separate general meeting, all the provisions of the Statutes and these Articles relating to general meetings of the Company or to the proceedings thereat shall apply mutatis mutandis, except that:
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The preceding provisions of this Article 667 shall apply to the variation or abrogation of all or any of the rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class, the rights of which are to be varied or abrogated.
The Company may from time to time by ordinary resolution increase its share capital by such sum to be divided into shares of such amount(s) and currency or currencies as the resolution shall prescribe. All new shares shall be subject to the provisions of the Statutes and these Articles with reference to allotment, payment of calls, forfeiture, lien, transfer, transmission and all other matters.
10.9. CONSOLIDATION, SUB-DIVISION AND CANCELLATION OF SHARES
10.19.1 The Company may from time to time by ordinary resolution:
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Subject to the Statutes and to the rights attached to any class of shares for the time being in issue, the Company may from time to time by special resolution reduce its share capital or any capital redemption reserve, share premium account or other undistributable reserve in any manner.
Subject to the provisions of the Statutes, the rights attached to any class of shares for the time being in issue, the requirements of the UK Listing AuthorityFCA and the Market Rules, the Company may from time to time purchase, or enter into a contract under which it will, or may, purchase any or all of its own shares (including any redeemable shares) at any price (whether at par or above or below par), and so that any shares to be so purchased may be selected in any manner whatsoever. Every contract for the purchase of, or under which the Company may become entitled or obliged to purchase, shares in the Company shall be authorised by such resolution of the Company as may be required by the Statutes and, where appropriate, the UK Listing AuthorityFCA.
Subject to the Statutes, the provisions of these Articles and to any resolution of the Company in general meeting passed pursuant thereto, all unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise deal with or dispose of in any other way, unissued shares or rights to subscribe for or convert any security into shares to such persons, at such times and on such terms as they think proper, but no share may be issued at a discount.
The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted. The Company may also on any issue of shares pay such brokerage as may be lawful.
The Directors may at any time after the allotment of any share, but before any person has been entered in the Register as the holder of such share, recognise a renunciation thereof by the allottee in favour of some other person and may give to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose.
The Company shall be entitled, but shall not (except as required by the Statutes or the provisions of these Articles) be bound (even when having express notice of the trust), to recognise in such manner and to such extent as it may think fit any trust(s) in respect of any of the shares of the Company. Notwithstanding any such recognition, the Company shall not be bound to see to the execution, administration or observance of any trust, whether expressed, implied or constructive, in respect of any shares of the Company, and shall be entitled to recognise and give effect to the acts and deeds of the holders of such shares as if they were the absolute owners thereof. For the purposes of this Article 151516 "trust" includes any right or interest (whether equitable, contingent, future, partial or otherwise) in respect of any share, or any fractional part of a share, of the Company, other than an absolute right of the registered holder to the entirety of the same or, in the case of a share warrant, the rights of the bearer of the warrant for the time being.
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Subject to Article 181819, every person (other than a member whose shares are in uncertificated form in accordance with Article 222223 or a financial institution in respect of whom the Company is not by law required to complete and have ready for delivery a certificate) whose name is entered as a member in the Register in respect of any certificated share shall be entitled, without payment, to receive a certificate therefor within 1 month of the date of allotmentthe time limits prescribed by the Statutes (or, 2 months after the date of expiration of any right of renunciation, if earlier) or within 1 month of the lodgement of a transfer or (subject to the foregoing) within such other period as the terms of the issue shall provideany time specified when the shares were issued) one certificate for all the shares such member holds of any one class.
Share certificates shall be issued under seal (including under securities seal or, in the case of shares on a branch register, an official seal for use in the relevant territory), which may be affixed or printed on it, or in such other manner as the Directors may approve, having regard to the terms of allotment or issue of the certificated shares, the Market Rules and the requirements of the UK Listing AuthorityFCA. Every share certificate shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount paid up thereon. No certificate shall be issued representing shares of more than one class. The Directors may determine, either generally or in particular cases, that any signature on share certificates need not be autographic but may be affixed to such certificates mechanically, electronically, by laser printing or by such other means or that such certificates need not be signed by any person.
In the case of a share held jointly by several persons, the Company shall not be obliged to issue more than one certificate for such certificated share and delivery of a certificate to one of the joint holders shall be sufficient delivery to all.
Where some only of the certificated shares comprised in a share certificate are transferred, the old certificate shall be cancelled and a new certificate for the balance of such shares issued in lieu without charge.
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to the holder upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of any exceptional out-of-pocket expenses reasonably incurred by the Company in connection with the request as the Directors may think fit.
21.420.4 In the case of shares held jointly by several persons, any such request may be made by any one of the joint holders.
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The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value or, when permitted, in respect of any premium) and not by the terms of issue thereof made payable at fixed times. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.
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Each member shall (subject to receiving at least 14 clear days' notice specifying the time or times and place of payment) pay to the Company as required by the notice the amount called on his shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect of such share. A call may, before receipt by the Company of any sum due thereunder, be revoked or postponed in whole or in part if and as the Directors may determine. A person upon whom a call is made shall remain liable to pay the amount called notwithstanding the subsequent transfer of the shares in respect of which the call was made.
If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from and including the day appointed for payment thereof to the time of actual payment at such rate fixed by the terms of allotment or issue of the share concerned or in the notice of the call, or if no rate is fixed, at the rate (not exceeding without the sanction of the Company given by ordinary resolution, a rate of 1 per cent. per annum above the base lending rate charged by the Company's bankers (or any of them) for the time being) as the Directors determine, but the Directors shall be at liberty in any case or cases to waive payment of all or part of such interest.
Any amount which, by or pursuant to the terms of allotment or issue of a share, becomes payable on allotment or issue or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of the provisions of these Articles be deemed to be a call duly made and payable on the date on which, by or pursuant to the terms of allotment or issue, the same becomes payable and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if that amount had become due and payable by virtue of a call duly made and notified.
Subject to the terms of allotment or issue, the Directors may, at any time and from time to time, differentiate between the allottees or the holders as to the amount of calls to be paid and the times of payment.
28.1 The Directors may, if they think fit, receive from any member willing to advance the same, all or any part of the moneys (whether on account of the nominal value of the shares or in respect of any premium) uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguish, to that extent, the liability upon the shares in respect of which it is made and upon the money so received, or upon so much thereof as from time to time exceeds the amount then called upon such shares. The Company may pay interest at such rate (not exceeding without the sanction of the Company given by ordinary resolution, a rate of 1 per cent. per annum above the base lending rate charged by the Company's bankers (or any of them) for the time being) as the member paying such sum and the Directors may agree on the moneys so received (until and to the extent that the same would but for such advance become payable). Sums so paid in advance shall not entitle participation in any dividend.
28.2 The Directors may at any time repay moneys paid up in advance of calls upon giving to the member not less than 3 months notice in writing.
Subject to the Statutes, a share which has been forfeited or surrendered and all rights attaching to it shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder of or entitled thereto or to any other person upon such terms and in such manner as the Directors shall think fit in accordance with Article 363637. At any time before a sale, re-allotment or disposition, the forfeiture or surrender may be cancelled on such terms as the Directors think fit. Any share which has been so forfeited or surrendered and has not been sold, re-allotted or disposed of shall be cancelled within 3 years of such forfeiture or surrender in accordance with the provisions of the Statutes.
A person whose share has been forfeited or surrendered shall cease to be a member in respect of such share and shall, if the share is in certificated form, surrender to the Company for cancellation the certificate for such share. Such member shall, notwithstanding the forfeiture or surrender, remain liable (unless payment is waived in whole or in part by the Directors) to pay to the Company all moneys which, at the date of forfeiture or surrender, were presently payable by him to the Company in respect of the
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share, together with interest on such sum at such rate as may be fixed by the terms of allotment or issue of the share or in the notice of the call, or, if no rate is fixed, at such rate (not exceeding, without the sanction of the Company given by ordinary resolution, 1 per cent. per annum above the base lending rate charged by the Company's bankers (or any of them) for the time being) as the Directors may determine from and including the date of forfeiture or surrender until payment. The Directors may, in their absolute discretion, enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or waive payment in whole or in part.
The Company shall have a first and paramount lien on every share (not being a fully paid share) registered in the name of a member (whether solely or jointly with another person) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share. The Company's lien (if any) on a share shall extend to any amount, including, without prejudice to the foregoing generality, dividends payable in respect of it. The Directors may at any time or in a particular case waive any lien which has arisen or declare any share to be exempt wholly or partially from the provisions of this Article 333334.
The net proceeds of any sale pursuant to Article 343435, after payment of the costs of such sale, shall be received by the Company and applied in or towards payment or satisfaction of the amount in respect of which the lien exists, so far as the same is then payable. Any balance remaining shall (in respect of certificated shares, upon surrender to the Company for cancellation of the certificate for the shares sold or the provision of an indemnity as to any lost or stolen or destroyed certificate required by the Directors), subject to a like lien for amounts not presently payable as existed on the shares before the sale, be paid to the person entitled to the shares immediately before the sale.
The Directors may exercise the powers conferred on them by this Article 363637 only when they are empowered to do so pursuant to any of Articles 9.39.310.3, 313132, 343435 and 515153. The Directors may, if necessary, authorise some person to execute an instrument of transfer of a certificated share on behalf of the holder of (or the person entitled by transmission to) the shares to any person. The Directors may, if necessary, exercise any of the powers conferred on the Company by Article
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22.522.523.5 to effect the transfer of an uncertificated share on behalf of the holder of (or the person entitled by transmission to) the share to any person. In either case, the transfer shall be as effective as if it had been made by the holder of (or the person entitled by transmission to) the share and the Company may receive the consideration (if any) for the disposal and may register the transferee as the holder of the share.
A statutory declaration in writing by a Director or the Secretary of the Company that a share has been sold to deal with fractional entitlements or duly forfeited or surrendered or sold to satisfy a lien of the Company or sold pursuant to Article 515153 on a date specified in the declaration, shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share. Such declaration shall (subject to the execution of a transfer if necessary) constitute a good title to the share and the person to whom the share is sold, re-allotted or otherwise disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating the forfeiture, surrender, sale, re-allotment or disposal of the share.
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No fee will be charged by the Company in respect of the registration of any transfer of a share or the renunciation of a renounceable letter of allotment or instruction or other document relating to or affecting the title to a share or otherwise for making any other entry in the Register.
Subject to, and to the extent permitted by, the Statutes, the Market Rules and the requirements of the UK Listing AuthorityFCA, the Company, or the Directors on behalf of the Company, may arrange for a branch register to be kept in any territory of members resident in such territory. The Directors may make, and vary, such regulations as it may think fit regarding the keeping of any such register.
All instruments of transfer which are registered shall, subject to Article 153153154, be retained by the Company but any instrument of transfer which the Directors refuse to register shall (except in the case where fraud or any other crime involving dishonesty is suspected in relation to such transfer) be returned to the person lodging it when notice of the refusal is given.
If a member dies, the survivors or survivor where the deceased was a joint holder, and the executors or personal representatives or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares. However, nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him.
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Save as otherwise provided by or in accordance with the provisions of these Articles, a person becoming entitled to a share by transmission (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall have the rights, including rights as to dividends and other moneys payable in respect of the share, to which he would be entitled if he were the holder of the share, except that he shall not before being registered as the holder of the share be entitled in respect of it to receive notice of, attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.
The conditions for the time being in force relating to share warrants (whether made before or after the issue of any particular share warrant) shall apply to the bearer of a share warrant unless stated to the contrary in any such conditions or in these Articles.
48.5 Subject to the terms of any conditions for the time being in force relating to share warrants and except as specifically stated to the contrary in these Articles, the bearer of a share warrant may at any time deposit the share warrant at the registrar's office (or at such other place as the Directors may from time to time nominate). So long as the share warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company or of any class of member of the Company, of giving notice of intention to submit a resolution to a meeting and of attending and voting, giving a proxy and exercising the other privileges of a member, at any meeting held after the expiry of 48 hours from the time of deposit, as if his name were inserted in the Register as the holder of the shares included in the deposited share warrant. If a share warrant is deposited elsewhere than at the registrar's office (or such other place as the Directors have nominated), the depositor must obtain from the person with whom the same is deposited a certificate of such deposit in such form as the Directors may require specifying the share warrant and the number of shares included in that share warrant and must lodge the certificate of deposit at the registrar's office (or such other place as the Directors have nominated) at least 48 hours before the time of the meeting at which the depositor desires to attend or to be represented. Not more than one person shall be recognised as a depositor of any share warrant. Every share warrant which shall have been so deposited shall remain so deposited until after the closing of the meeting at which the depositor desires to attend or to be represented.
48.6 Except as specifically stated to the contrary in these Articles or in the terms of any conditions for the time being in force relating to share warrants, no person shall, as the bearer of a share warrant, be entitled to sign a requisition for calling a meeting of the Company or of any class of member of the Company or to give notice of intention to submit a resolution to a meeting or attend or vote or give a proxy or exercise any other privilege of a member at a meeting of the Company, or at a meeting of any class of member of the Company, or be entitled to receive any notices from the Company. However, the bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the Register as the holder of the shares included in the share warrant, and he shall be deemed to be a member of the Company.
The Company may from time to time, by ordinary resolution, convert any fully paid up certificated shares into stock or reconvert any stock into fully paid up shares of any denomination. If and whenever any unissued shares of any class in the capital of the Company for the time being shall have been issued and be fully paid and at that time the shares of that class previously issued shall stand converted into stock, such further shares upon being fully paid shall ipso facto be converted into stock transferable in the same units as the existing stock of that class.
The holders of stock may transfer all or any part of such stock in the same manner and subject to the same regulations as and subject to which the certificated shares from which the stock arose might have been transferred (or as near to the same as circumstances permit). However, no stock shall be transferable except in such units
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(which shall not be greater than the nominal amount of the certificated shares from which the stock arose) as the Directors may from time to time determine.
The holders of the stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, return of capital, voting and other matters as if they held the certificated shares from which the stock arose; but no such right, privilege or advantage (except as regards participation in the profits or assets of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such right, privilege or advantage.
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member or person (in his capacity as member or person entitled by transmission); and 52.1.351.1.4 shares of the class concerned are listed on the Official List of the FCA or dealt in on the London Stock Exchange, the Company shall have given notice to the FCA and the London Stock Exchange of its intention to make such sale.. 52.2 The Company shall also be entitled to sell, in the manner provided for in this Article 515153, any share (an "additional share") issued during the period or periods of 12 years and 3 months in respect of any share to which Article 51.151.153.1 applies or in respect of any share issued during such periods, provided that the requirements of Articles 51.1.2 to 51.1.4 : 52.2.1 Article 53.1.1, but modified to exclude the words "during the period of 12 years immediately prior to the date of the publication of the advertisements referred to in Article 53.1.2 (or, if published on different dates, the first such date) no cheque or warrant sent by the Company through the post in a pre-paid letter addressed to the member or to the person entitled by transmission to the share at his address on the Register or the last known address given by the member or the person entitled by transmission to which cheques and warrants are to be sent has been cashed and no communication has been received by the Company from the member or the person entitled by transmission, provided that"; 52.2.2 Article 53.1.2, but modified to exclude the words "on or after the expiry of the period referred to in Article 53.1.1"; and 52.2.3 Article 53.1.3, 51.2 are satisfied in respect of such additional share. 52.351.3 The net proceeds of sale of any share sold pursuant to this Article, together with any unpaid or unclaimed dividends or other moneys payable in respect of such share (to the extent not already forfeited under these Articles), shall be forfeited and shall belong to the Company and , but the Company shall will not be obliged to account liable in any respect to the former member holder of, or person entitled by transmission to, the share for such proceeds of sale or dividends or other moneys. The Company may use such proceeds of sale, dividends and other moneys for any purpose as the Directors may from time to time decideor other person previously entitled by transmission to the relevant shares for an amount equal to such net proceeds and shall enter the name of such former member or other person in its books as a creditor for such amount. Such amount shall be a permanent debt of the Company. No trust shall be created in respect of such debt, nor shall any interest be payable in respect of the same. The Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments as the Directors may from time to time think fit. GENERAL MEETINGS 53.52. ANNUAL GENERAL MEETING Formatted: Indent: Left: 1.52 cm, Hanging: 1.52 cm, Line spacing: single Formatted: Level 2
An annual general meeting shall be held in accordance with the Statutes at such date, time and at such place and in such manner as the Directors may determine.
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54.53. OTHER GENERAL MEETINGS
The Directors may whenever they think fit convene a general meeting to be held at such date, time and place and in such manner as they may determine. The Directors shall, on requisition in accordance with the Statutes, proceed with proper expedition to convene a general meeting accordingly and if the Directors fail to do so the meeting may be convened by the requisitionists. If at any time there are not within the United Kingdom sufficient Directors to call a general meeting, any Director may convene a general meeting.
54.1
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58.157.1 Ordinary business shall mean and include only business transacted at an annual general meeting of the following classes:
58.1.157.1.1 declaring a dividend;
The accidental omission to give notice of a meeting or of any resolution intended to be moved at a general meeting 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.
60.159.1 The Directors may resolve to enable persons entitled to attend a general meeting to do so by attendance and participation (concurrently with the proceedings at the principal meeting place) at any satellite meeting place anywhere in the world and the members present in person or by proxy at satellite meeting places shall be counted in the quorum for and be entitled to vote at, the general meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that members attending at each of the meeting places are able to:
60.1.159.1.1 participate in the business for which the meeting has been convened;
60.1.259.1.2 hear and see all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and
59.1.3 be heard and seen by all other persons so present in the same way; and
60.1.359.1.4 vote, during the meeting, on any resolution on which they are entitled to vote which is put to the vote at the meeting and that their votes can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting..
60.259.2 The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.
61.1 If, after the giving of notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors decide that it is impracticable or unreasonable to hold the meeting at the declared place (or any of the places, in the case of a meeting to which Article 61 applies) and/or time, it may change the place (or any of the places, in the case of a meeting to which Article 61 applies) and/or postpone the time at which the meeting is to be held. If such a decision is made, the Directors may change the place (or any of the places, in the case of a meeting to which Article 61 applies) and/or postpone the time again if it decides that it is reasonable to do so. In either case:
61.1.1 no new notice of the meeting need be given, but the Directors shall, if practicable, advertise the date, time and place of the meeting in at least one United Kingdom national newspaper and shall make arrangements for notices of the change of place and/or postponement to appear at the original place and/or at the original time; and
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61.1.2 notwithstanding Article 83, an appointment of proxy in relation to the meeting may be deposited at any time not less than 48 hours before any new time appointed for holding the meeting.
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Articles not less than 48 hours before the time appointed for holding the postponed meeting.
No business, other than the appointment of a chairman of the meeting, shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Two individuals, being two members present in person (including, for the avoidance of doubt, a member present through a corporate representative in accordance with Article 838384) or by proxy, shall be a quorum for all purposes.
If within 5 minutes from the time appointed for a general meeting (or such longer interval not exceeding one hour as the chairman of the meeting may think fit to allow), a quorum is not present or if, during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such other day (being not less than 14 clear days nor more than 28 clear days later) and at such time and place as may have been specified for the purpose in the notice convening the meeting or, if not so specified, as the chairman of the meeting (or, in default, the Directors) may determine. If a quorum is not present within 5 minutes from the time appointed for holding the adjourned meeting, the adjourned meeting shall be dissolved. The provisions of Article 65.465.466.466.4 shall apply to any such adjourned meeting.
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interrupt or adjourn a meeting from time to time and from place to place or for an indefinite period if he decides that it has become necessary to do so in order to:
Each Director is entitled to receive notice of and to attend and speak at any general meeting of the Company (and at all separate meetings of the holders of a class of shares or debentures) irrespective of whether or not he is a member.
If an amendment shall be proposed to any resolution under consideration, but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the main resolution shall not be invalidated by any error in such ruling. With the consent of the chairman, an amendment may be withdrawn by its proposer before it is voted on. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon. No amendment (other than a mere clerical amendment to correct a patent error) to a resolution duly proposed as an ordinary resolution may be considered or voted upon unless the chairman in his absolute discretion so decides or at least 48 hours before the time appointed for holding the meeting (or adjourned meeting) at which the ordinary resolution is to be considered, notice of the amendment and intention to move it has been received by the Company.
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68.1.3 be heard and seen by all other persons so present in the same way; and
68.1.368.1.4 vote, during the meeting, on any resolution on which they are entitled to vote which is put to the vote at the meeting and that their votes can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting..
The Directors may from time to time make any arrangement and impose any restriction they consider appropriate to ensure the security and safety of a meeting, or the health and safety of the participants therein, including (but not limited to) controlling the level of attendance at the meeting, requiring evidence as to identity to be produced by a person attending the meeting, searching of a person attending the meeting and restriction of the items of property which may be taken into the meeting place. The Directors may refuse entry to, and/or remove from, a meeting any person who refuses to comply with these arrangements or restrictions.
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sum paid up on all the shares conferring that right (excluding, for the avoidance of doubt, any voting rights attached to any shares in the Company held as treasury shares), and so that a demand by a proxy counts as a demand by a member holding the shares to which the voting rights that the proxy is able to exercise are attached.
70.2 A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman of the meeting. A demand so withdrawn shall, in the absence of any other demand for a poll validly made in accordance with this Article 707071 and not already withdrawn, validate the result of a show of hands declared before the demand for a poll was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such subsequent time (being not more than 30 days from the date of the meeting), and place and/or by means of electronic facility(ies) as the chairman of the meeting may direct. No notice need be given of a poll not taken immediately if the time, and place and/or electronic facility(ies) at and by which it is to be taken are announced at the meeting at which it is demanded. In any other case, not less than 7 clear days' notice shall be given specifying the time, and place and/or electronic facility(ies) at and by which the poll is to be taken. The demand for a poll (other than on the choice of the chairman or on a question of adjournment) shall not prevent the continuance at the meeting for the transaction of any business other than the question on which the poll has been demanded.
A person entitled to more than one vote need not use all his votes or cast all the votes he has in the same way.
Subject to any special rights or restrictions as to voting on which shares have been allotted or issued or in accordance with the provisions of these Articles, on a show of hands every member entitled to vote on the resolution who is present in person has one vote, and every proxy present who has been duly appointed by a member entitled to Formatted: Font: (Default) Arial, Bold, Complex Script Font: Arial
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vote on the resolution has one vote; and on a poll every member who is present in person or by proxy and entitled to vote on the resolution has one vote for every share held by him.
In the case of joint holders of a share the vote of the senior member who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the share.
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote, in addition to any other vote he may have.
If in the United Kingdom or elsewhere a guardian, receiver or other person (by whatever name called) has been appointed by any court claiming the right or entitlement to exercise powers with respect to the property or affairs of a member on the grounds (howsoever formulated) of mental health, the Directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the Directors may require of the appointment, permit such guardian, receiver or other person on behalf of such member to vote in person or by proxy at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company.
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the accidental omission to do so, or the non-receipt by the member of the copy, does not invalidate or otherwise affect the application of this Article 787879.
The terms of a direction notice shall apply as soon as it has been given.
78.5 For the purpose of enforcing the sanction in Article 78.4.378.4.379.4.3, the Directors may exercise their powers set out in Article 22.522.523.5.
The Directors shall notify promptly in writing the member concerned if the direction notice ceases to have effect pursuant to Article 78.7.178.7.179.7.1.
78.8.4 "interested" shall be construed as it is for the purpose of section 793 of the Act.
78.9 The provisions of this Article 787879 are in addition to, and shall not limit or restrict any powers available under, the Statutes.
A proxy need not be a member of the Company. A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. Unless the Directors otherwise determine, when two or more valid but differing appointments of proxy are delivered for the same share for use at the same meeting, the one which was signed last shall be treated as replacing and revoking the others as regards that share. If in such circumstances (where the Directors have not so otherwise determined) the Company is unable to determine which form of proxy was signed last, none of them shall be treated as valid in respect of that share.
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Any body corporate which is a member of the Company may, by resolution of its directors, members or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company. The person so authorised shall, in respect of the shares to which the authorisation relates, be entitled to exercise the same powers on behalf of such body corporate as the body corporate could exercise if it were an individual member of the Company and such body corporate shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat. A Director or the Secretary of the Company (or a person so authorised by a Director or the Secretary) may demand the representative of the body corporate which he represents to provide a certified copy of, or a certificate under the hand of a director or the secretary of the body corporate or such other authorised signatory of the relevant body corporate as the Directors deem appropriate, evidencing the passing of the authorising resolution and the representative shall not be entitled to exercise the powers conferred upon him by the provisions of these Articles unless and until any such demand has been satisfied.
A vote cast or poll demanded by a proxy or by the duly authorised representative of a body corporate shall be valid notwithstanding the previous death or insanity of the principal or by the transfer of the shares in respect of which the vote is given or poll demanded or by the revocation of the appointment of the proxy or of the authority under which the appointment was made (or, in the case of a body corporate, the revocation of the appointment of its authorised representative) unless written notice of such death, insanity, transfer or revocation (as the case may be) has been received by the Company not later than the last time at which an instrument of proxy should have been delivered before the commencement of the meeting or adjourned meeting or (in the case of a poll which is not taken at, or on the same day as, the meeting or adjourned meeting) the time appointed for the taking of the poll at which the vote is cast.
Unless otherwise determined by ordinary resolution of the Company, the Directors (other than alternate Directors) shall not be less than 2 nor more than 8 in number.
A Director shall not be required to hold any shares of the Company by way of qualification.
The ordinary remuneration of the Directors (other than any Director who holds any executive office, including for this purpose the office of chairman or deputy chairman where such office is held in an executive capacity, or employment with the Company or any associated company, entitling him to remuneration under any agreement and who is not thereby entitled to any fees as a Director) shall not exceed in aggregate £120,000275,000 per annum (or such other amount as may from time to time be determined by ordinary resolution of the Company). Such remuneration shall be deemed to accrue from day to day and shall be divisible among the Directors in such proportion and manner as the Directors may determine.
Any Director who holds any executive office (including for this purpose the office of chairman or deputy chairman where such office is held in an executive capacity), or employment with the Company or any associated company, or who serves on any committee of the Directors, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such remuneration or benefits by way of salary, commission, participation in profits or otherwise, in addition to or in substitution for his ordinary remuneration as a Director, as the Directors or any committee of the Company authorised by the Directors may determine, and such additional remuneration or benefits shall not be taken into account for the purposes of the limitation contained in Article 878788.
Each Director may be paid or repaid his reasonable travelling, hotel and other expenses properly incurred in attending and returning from meetings of the Directors or any committees of the Directors or general meetings of the Company or otherwise properly and reasonably incurred by him in connection with the business of the Company.
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90.1.2 for the purpose of providing any benefits referred to in Article 90.1.190.1.191.1.1, to establish and/or to contribute to any scheme or fund or to pay premiums (whether such contributions are made by the Company alone or by any other person or persons).
and shall not (unless it is otherwise agreed) be liable to account to the Company for any profit, remuneration or other benefits realised or receivable by him in consequence thereof, nor shall any contract, transaction or arrangement relating thereto be liable to be avoided on the grounds of his conflict of interests.
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respect of which he owes a duty of confidentiality to a person other than the Company;
Without prejudice to the power to delegate in terms of Article 113113115, the Directors may entrust to and confer upon any Director any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.
The Directors may from time to time appoint any person to an office of employment having a designation or title including the word "director" or attach to any existing office of employment with the Company such a designation or title and may at any time
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terminate any such appointment or the use of any such designation or title. The inclusion of the word "director" in the designation or title of such office of employment with the Company shall not imply that the holder thereof is a Director of the Company nor shall such holder thereby be empowered in any respect to act as a Director of the Company or be deemed to be a Director for any of the purposes of the Statutes or the provisions of these Articles.
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95.7 A Director or any other person may act as an alternate Director to represent more than one Director and an alternate Director shall be entitled at meetings of the Directors or any committee of the Directors to one vote for every Director whom he represents in addition to his own vote (if any) as a Director, but he will only be counted once for any quorum requirements.
97.1 At each annual general meeting of the Company, one-third of the Directors who are subject to retirement by rotation or if their number is not three or a multiple of three, then the number nearest to but not exceeding one-third shall retire from office.
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97.2 The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for reelection. In each year one-third of the Directors who have been longest in office shall retire or, if their number is not any multiple of three then the number nearest to one-third shall retire from office, but if there is only one Director who is subject to retirement by rotation, he shall retire. As between two or more Directors who have been in office an equal length of time, the Director to retire shall in default of agreement between them be determined by lot. The length of time a Director has been in office shall be computed from his last election or appointment when he has previously vacated office.
The election or re-election of two or more persons proposed as Directors shall be effected by separate resolutions.
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The Company may (in accordance with and subject to the provisions of the Statutes), by ordinary resolution of which special notice has been given, remove any Director from office as a Director (notwithstanding any provision of these Articles or of any agreement between the Company and such Director, but without prejudice to any claim he may have for damages for breach of any such agreement or otherwise). The Company may, subject to the provisions of these Articles, also appoint another person willing to act in place of a Director so removed from office and any person so appointed shall be treated, for the purpose of determining the time at which he or any other Director is to retire, as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director. In default of such appointment, the vacancy arising upon the removal of a Director from office may be filled as a casual vacancy.
The Company may by ordinary resolution appoint any person who is willing to act to be a Director, either to fill a casual vacancy or as an additional Director and may also determine the rotation in which any additional Directors are to retire. Without prejudice thereto, the Directors shall have power at any time so to do, but so that the total number of Directors shall not thereby exceed any maximum number fixed by or in accordance with the provisions of these Articles. Any person so appointed by the Directors shall hold office only until the conclusion of business at the next annual general meeting and shall be eligible for reappointment by ordinary resolution at that meeting. If not reappointed at such annual general meeting, he shall vacate office at the conclusion thereof.
Subject to the provisions of these Articles, the Directors may meet together and regulate their proceedings as they think fit. At any time any Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Notice of a meeting of the Directors shall be deemed to be duly and properly given to a Director by being given to him personally or by word of mouth (including in either case via telephone) or sent in writing to him at his last known postal address or to an address specified by the Director to the Company for the purpose of communications in electronic form. A Director may waive his entitlement to notice of any meeting either prospectively or retrospectively.
The quorum necessary for the transaction of the business of the Directors may be fixed from time to time by the Directors and unless so fixed at any other number shall be 2. A duly convened meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. Any Director ceasing to be a Director at a meeting of the Directors may continue to act as a Director and be present at the meeting and be counted in the quorum unless and until a Director objects.
A Director who is unable to attend any meeting of the Directors and who has not appointed an alternate Director may authorise any other Director to vote on his behalf at that meeting; and in that event the Director so authorised shall have a vote for each Director by whom he is so authorised in addition to his own vote, provided that he shall
only be counted once in the quorum at the meeting. Any such authority must be in writing and be produced at the meeting at which it is to be used and be left with the Secretary for retention.
Any Director (or his alternate Director) may participate in a meeting of the Directors or a committee of the Directors by means of video conference, conference telephone or similar form of communications equipment by means of which all persons participating in the meeting can hear and speak to each other and such meeting shall be deemed to have occurred at the place, if any, where most of the Directors participating are present and otherwise where the chairman of the meeting is present. Participation in a meeting in such manner shall constitute presence in person at such meeting for the purposes of these Articles. The word "meeting" when referring to a meeting of the Directors, or of a committee of the Directors, in these Articles shall be construed accordingly.
Questions arising at any meeting of the Directors shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.
The Directors may from time to time elect a President of the Company and may determine the period for which he shall hold office. Such President may be either honorary or paid such remuneration as the Directors in their discretion shall think fit and need not be a Director but shall, if not a Director, be entitled to receive notice of and attend and speak but not to vote at all meetings of the Board.
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undertakings for which he himself has assumed responsibility in whole or in part, whether alone or jointly with others, under a guarantee or indemnity or by the giving of security;
members present at the meeting (excluding the chairman) whose majority vote shall be conclusive and binding on all concerned, except in a case where the nature or the extent of the interest of such chairman has not been fairly disclosed. In the event of an equality of votes, the chairman shall not be entitled to vote or be counted in the quorum.
109.7108.7 Subject to the Statutes, the Market Rules and the requirements of the UK Listing AuthorityFCA, the Company may by ordinary resolution suspend or relax the provisions of this Article 108108110 (either generally or to a specific extent) or ratify any transaction not duly authorised by reason of a contravention of this Article.
109.8108.8 For the purposes of this Article 108108110:
The continuing Directors or a sole continuing Director may act notwithstanding any vacancies but, if and so long as the number of Directors is reduced below any minimum number fixed by or in accordance with Article 858586, the continuing Directors or Director may act only for the purpose of filling up such vacancies or of calling general meetings. If there are no Directors able or willing to act, then any two members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed by the Directors or Director shall, subject to the provisions of these Articles, hold office until the conclusion of business at the following annual general meeting of the Company, unless he is re-appointed during that meeting.
111.1110.1 The Directors may appoint from their number a chairman and a deputy chairman (or two or more deputy chairmen) and may at any time remove any of them from such office. Any chairman or deputy chairman so elected without any fixed period of office shall, if he be re-elected a Director following retirement at any annual general meeting, continue as chairman or deputy chairman (as the case may be) unless the Directors otherwise determine. If, at any meeting of the Directors, both the chairman and the deputy chairman are present, the chairman shall be the chairman of the meeting, unless he declines so to act, in which case the deputy chairman shall be the chairman of the meeting. If no chairman or deputy chairman has been appointed or if, at any meeting of the Directors, no chairman or deputy chairman is present and willing to act within 5 minutes after the time appointed for holding the meeting, the Directors (including any alternate Director whose appointor is absent) present may choose one of their number to be chairman of the meeting.
A resolution in writing signed by such number of the Directors (or, in the case of a committee, such number of the members of such committee) as are for the time being entitled to receive notice of a meeting of Directors or a meeting of that committee and comprise together in number not less than a quorum for a meeting of the Directors or that committee, shall be as effective as a resolution duly passed at a meeting of the Directors (or of such committee) duly convened and held and may consist of several documents in like form, each signed by one or more Directors or members of the committee concerned. A resolution in writing signed by an alternate Director in the absence of his appointor need not be signed by his appointor and a resolution in writing signed by the appointor need not be signed by the alternate Director in that capacity.
All acts done by any meeting of the Directors, or of any committee of the Directors, or by any person acting as a Director or alternate Director or as a member of any such committee shall, as regards all persons dealing in good faith with the Company, be as valid as if every such Director or person had been duly appointed and was qualified and had continued to be a Director or member of the committee and had been entitled to vote, even if there was some defect in the appointment or continuance of any such Director or other person, or that any of them was disqualified or had left office, or was not entitled to vote.
Subject to the provisions of these Articles, the Directors may, as they think fit, delegate any of their powers, authorities and/or discretions (including any power, authority and/or discretion relating to the remuneration of Directors) to committees consisting of one or more Directors and, if thought fit, one or more other persons who have been co-opted on to such committee in accordance with this Article on such terms as they think fit, but so that (a) the number of co-opted members shall be less than one half of the total number of members of the committee and (b) no resolution of the committee shall be effective unless a majority of the members of that committee present throughout the meeting are Directors. Any committee appointed under this Article shall, when exercising any powers, authorities and/or discretions delegated to it, abide by any regulations imposed by the Directors which may then subsist. Any such regulations may also provide for or permit the sub-delegation of powers, authorities and/or discretions by the committee. If any power, authority and/or discretion of the Directors referred to in these Articles has been delegated to a committee (or by a committee to a sub-delegate) under this Article 113113115, any reference in these Articles to the
exercise by the Directors of that power, authority and/or discretion shall be interpreted accordingly as if it were a reference to the exercise of the same by that committee (or sub-delegate). For the avoidance of doubt, the delegation by the Directors (or by the committee) shall be construed as having been permitted. The Directors may, if they think fit, provide in such regulations that the Directors may by themselves, either directly or not, exercise such powers, authorities and/or discretions as the delegate under this Article 113113115 concurrently with such delegation remaining in force. The Directors may at any time revoke the delegation of its powers, authorities and/or discretions and discharge any committee or otherwise alter the terms of the delegation.
The meetings and proceedings of any committee appointed pursuant to Article 113113115 shall be governed mutatis mutandis by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as they are capable of applying and are not superseded by any regulations made by the Directors under Article 113113115. It is not necessary for a Director who is not a member of a committee to be given notice of any meeting of the committee.
The business and affairs of the Company shall be managed by the Directors who, in addition to the powers and authorities expressly conferred upon them by the provisions of these Articles or otherwise, may exercise all the powers of the Company, subject to the provisions of the Statutes, these Articles and the Memorandum of Association and any directions given by the Company in general meeting; provided that no such direction given by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if such direction had not been given, and that the general powers given by this Article shall not be limited or restricted by any special authority or power given to the Directors by any other Article.
The Directors may establish any local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of any such boards or agencies, or any managers or agents, and may determine their remuneration. The Directors may also delegate to any local or divisional board, agency, manager or agent any of the powers, authorities and/or discretions vested in the Directors, with power to sub-delegate, and may authorise the members of any local or divisional board, or any of them to fill any vacancies on such board, and to act despite any vacancy. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit. The Directors may remove any persons so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected by the same. Subject to the terms of establishment of, or delegation to, a local or divisional board, all the provisions of these Articles relating to proceedings of the Directors shall, with such changes as are necessary and applicable, apply to any such board.
The Directors may by power of attorney or otherwise appoint any body corporate, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by
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the Directors, to be the attorney or attorneys or agents of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the provisions of these Articles) and for such period and subject to such conditions as they may think fit. Any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Directors may think fit, and may also authorise any such attorney or agent to sub-delegate all or any of the powers, authorities and/or discretions vested in him or it. The Directors may at any time revoke or alter the terms of any such appointment or delegation. The Directors may, if they think fit, provide that the Directors may either exercise or not exercise such powers, authorities and/or discretions as it delegates under this Article 117117119 concurrently with such delegation remaining in force.
All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.
120.1 The Directors may give or award pensions, annuities, gratuities, superannuation, allowances and bonuses or any share or interest in the profits of the Company's business or any part thereof to any persons who are or have at any time been in the employment or service of the Company, or of any associated company, or who are or have at any time been Directors or officers of the Company or any such other associated company, and who hold or held salaried employment in the Company or such other associated company, and to the dependants of such persons; and may (whether or not in conjunction with one or more associated companies) establish, support and maintain funds or schemes (whether contributory or non-contributory) for providing pensions, sickness or compassionate allowances, life assurance or other benefits for such persons or dependants as aforesaid or any of them or any class of them; and may establish and support or aid in the establishment and support of any schools and any educational, scientific, literary, religious or charitable institutions or trade societies, whether or not such societies be solely in connection with the trade carried on by the Company or such other associated company, and any club or other establishment calculated directly or indirectly to advance the interests of the Company or its members or such other associated company or of such persons as aforesaid; and may subscribe or guarantee money for any exhibition or for any public, general or useful object.
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 the subsidiary.
121.3118.3 For the purpose of the foregoing limit the following provisions shall apply:-
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based on a consolidation of the then latest available audited balance sheets of the Company and its subsidiaries but after:-
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The determination of the Auditors as to the amount of the Adjusted Capital and Reserves at any time shall be conclusive and binding on all concerned.
121.5118.5 No person dealing with the Company or any of its subsidiaries shall by reason of the foregoing provision be concerned to see or inquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had at the time when the debt was incurred or security given express notice that the said limit had been or would thereby be exceeded.
The Directors may exercise all the powers of the Company to borrow or raise money upon or by the issue or sale of any bonds, debentures or securities, and upon such terms as to time of repayments, rate of interest, price of issue or sale, payment of premium or bonus upon redemption or repayment or otherwise as they may think proper, including a right for the holders of bonds, debentures or securities to exchange the same for shares in the Company of any class authorised to be issued.
Subject as aforesaid the Directors may secure or provide for the payment of any moneys to be borrowed or raised by a mortgage of or charge upon all or any part of the undertaking or property of the Company, both present and future, and upon any capital remaining unpaid upon the shares of the Company whether called up or not, or by any other security, and the Directors may confer upon any mortgagees or persons in whom any debenture or security is vested, such rights and powers as they think necessary or expedient; and they may vest any property of the Company in trustees for the purpose of securing any moneys so borrowed or raised, and confer upon the trustees or any receiver to be appointed by them or by any debenture-holder such rights and powers as the Directors may think necessary or expedient in relation to the undertaking or property of the Company or the management or the realisation thereof or the making, receiving, or enforcing of calls upon the members in respect of unpaid capital, and otherwise, and
may make and issue debentures to trustees for the purpose of further security, and any such trustees may be remunerated.
The Directors may give security for the payment of any moneys payable by the Company in like manner as for the payment of moneys borrowed or raised, but in such case the amount shall for the purposes of the above limitation be reckoned as part of the money borrowed.
Subject to the provisions of the Statutes, the Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit. Any Secretary so appointed may at any time be removed from office by a simple majority of the Directors, but without prejudice to any claim for damages for breach of any contract of service between him and the Company. The Directors may, if they think fit, appoint two or more persons as joint secretaries. The Directors may also appoint from time to time on such terms and for such period as they may think fit, one or more deputy and/or assistant secretaries. Any provision of the Statutes or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.
The Company shall keep a register of charges in accordance with the Statutes and the fee to be paid by a person other than a creditor or member for each inspection of the register of charges is the maximum sum prescribed by the Statutes, or failing which, decided by the Directors.
128.1125.1 The Directors are responsible for arranging for every seal and securities seal (if any) to be kept in safe custody.
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130.1127.1 Subject to the Act and to this Article the Directors may before recommending any dividends, whether preferential or otherwise, carry to reserve out of the profits of the Company such sums as they think proper. All sums standing to reserve may be applied from time to time at the discretion of the Directors for any purpose to which the profits of the Company may be properly applied and pending such application may at the like discretion either be employed in the business of the Company or be invested in such investments as the Directors think fit. The Directors may divide the reserve into such special funds as they think fit, and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as they think fit. Any sum which the Directors may carry to reserve out of the unrealised profits of the Company shall not be mixed with any reserve to which profits available for
distribution have been carried. The Directors may also without placing the same to reserve carry forward any profits which they may think it not prudent to divide.
130.2127.2 All moneys realised from the sale, realisation or repayment of any capital assets of the Company in excess of the price at which such assets stand in the books of the Company at the time and all other moneys in the nature of accretion of capital including but not limited to any moneys representing surplus resulting from the writing up of the book values of any capital assets shall be credited to a capital reserve. All sums carried and standing to the credit of the capital reserve may be applied for some capital purpose, including the depreciation or improvement of capital assets, but may also be applied for any of the purposes to which sums standing to the debit of any reserve under the provisions of Article 127.1 may be applied, including for the purposes of distribution (within the meaning of the Act). Any loss on the sale, realisation, repayment or revaluation of capital assets may be charged wholly or partially against any funds of the Company, including All monies realised from the sale of any capital assets of the Company in excess of the price at which such assets stand in the books of the Company at the time (hereinafter called the "book price") and all other monies in the nature of accretion to capital including but not limited to any monies representing surplus resulting from the writing up of the book values of any capital assets shall be credited to a capital reserve ("the capital reserve") or applied for some capital purpose. Such monies may be used for the purpose of providing for depreciation or improvement of capital assets or for such other capital purposes as the Directors may think appropriate and shall not in any event be available for dividend. Any loss on the sale, realisation, repayment or revaluation of any investment or other capital assets may be charged fully or partially against any funds of the Company including reserve funds as the Directors may in their discretion determine.
130.2.1 Any reserve arising in the books of the Company on any cancellation or reduction of any share capital, share premium account or capital redemption reserve shall, not withstanding paragraph 131.1.1 above, be applicable in purchasing issued Ordinary Shares of the Company.
130.2.2127.3 Taxation arising in consequence of the disposal of any capital asset and any deficit below book value resulting on the disposal of any capital asset may be debited in whole or in part against the capital reserve.
130.2.3127.4 Subject to the Act, the Directors shall debit the realised capital reserve of the Company with the whole or such part of any management fees (including any value added tax payable thereon) incurred by the Company or as may be deemed appropriate by the Directors.
Subject to the provisions of the Statutes, where any asset, business or property is bought by the Company as from a past date, the profits and losses thereof as from such date may, at the discretion of the Directors, in whole or in part be carried to revenue account and treated for all purposes as profit or losses of the Company. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may, at the discretion of the Directors, be treated as revenue, and it shall not be obligatory to capitalise the same (or any part thereof).
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| DIVIDENDS | Formatted: Font: (Default) Arial, | ||
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| 132.129. FINAL DIVIDENDS | Complex Script Font: Arial | ||
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| ordinary resolution, declare dividends but (without prejudice to the powers of the Company to pay interest on share capital as hereinbefore provided) no such dividend |
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| shall exceed the amount recommended by the Directors. | Formatted: Font: (Default) Arial, Complex Script Font: Arial |
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| 133.130. INTERIM AND PREFERENTIAL DIVIDENDS | Formatted: Font: (Default) Arial, | ||
| Subject to the Statutes and Article 129129133, if and so far as in the opinion of the | Complex Script Font: Arial | ||
| Directors the profits of the Company justify such payments, the Directors may: | Formatted: Font: (Default) Arial, Complex Script Font: Arial |
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| 133.1130.1 declare and/or pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the dates prescribed for the payment thereof; |
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| 133.2130.2 provide, in such manner and on such terms as they may think fit, for the payment |
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| of any dividends (whether fixed or calculated by reference to or in accordance with the specified procedure or mechanism) on any class of shares carrying rights to such dividend on the dates prescribed for payment of the same (whether such dates are fixed |
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| or to be determined in accordance with the specified procedure or mechanism); and | Formatted: Font: (Default) Arial, Complex Script Font: Arial |
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| 133.3130.3 from time to time pay interim dividends on the shares of any class of such amounts, on such dates and in respect of such periods, as they may think fit, provided that, if shares of a class carry a right to a preferential dividend and such dividend is in |
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| arrears, no interim dividend shall be paid on any shares having deferred or non preferred rights unless and until such preferential dividend is no longer in arrears. |
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| If the Directors act in good faith, they shall not incur any liability to the holders of any | Formatted: Font: (Default) Arial, Complex Script Font: Arial |
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| shares for any loss they may suffer by the lawful payment of any such fixed or interim dividend. |
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| 131. NO DIVIDEND EXCEPT OUT OF PROFITS |
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| 134. No dividend or interim dividend shall be paid otherwise than out of profits of the Company available for distribution under the provisions of the Statutes. The declaration |
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| of the Directors as to the amount of the profits of the Company available for payment of | Formatted | ||
| dividends shall be conclusive. | Formatted | ||
| No dividend or interim dividend shall be paid otherwise than out of profits available for | Formatted |
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distribution under the provisions of the Statutes. The declaration of the Directors as to the amount of the profits of the Company available for payment of dividends shall be conclusive.
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Except as otherwise provided by the rights attached to any shares or the terms of issue thereof, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid in proportion to the amounts paid on the shares during any part or parts of the period in respect of which the dividend is paid. For the purposes of this Article 132132136 no amount paid on a share in advance of calls shall be treated as paid on the share.
No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company unless otherwise provided by the rights attached to such share.
The waiver in whole or in part of any dividend on any share by any document shall be effective only if such document is signed by the shareholder (or the person entitled to the share by transmission) and delivered to the Company and if, or to the extent that, the same is accepted as such or acted upon by the Company.
139.1136.1 Any dividend or any other moneys payable on or in respect of shares may be paid by s uch method as the Directors may decide. The Directors may decide to use different methods of payment for different holders or groups of holders of shares. Without limiting any other method of payment which the Directors may decide upon, the Directors may decide that payment can be made, wholly or partly and exclusively or optionally:one of the following methods to be determined from time to time by the Directors as they see fit:
139.1.1136.1.1 in cash; or
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other financial instrument shall be sent at the risk of the person(s) entitled to the money represented by the same. Payment by bank or other funds transfer, by means of a relevant system or by another method at the direction of the person(s) entitled to payment shall be a good discharge to the Company and the Company shall have no responsibility for any amounts lost or delayed in the course of making that payment. If any such cheque, warrant or other financial instrument has been, or shall be alleged to have been, lost, stolen or destroyed, the Directors may, at the request of the person(s) entitled to it, issue a replacement cheque, warrant or other financial instrument or other form of payment, subject to compliance with such conditions as to evidence and indemnity and the payment of such out-of-pocket expenses incurred by the Company in connection with the request as the Directors may think fit. Notwithstanding any other provision of these Articles relating to payments in respect of shares, where:
If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder or otherwise through the operation of law, any one of them may give a good receipt for any dividend or other moneys payable, or property distributable, on or in respect of the share. The Company may rely in relation to the share on the written direction or designation in relation to Articles 134134138, 135135139 and 136136140 of any one joint holder of the share or any one person entitled by transmission to the share.
and reasonable enquiries have still to establish another address or account of the person entitled to the payment, the Company shall not be obliged to send or transfer a dividend or other moneys payable on or in respect of that share to that person until he notifies the Company of an address or account to be used for that purpose. If the cheque, warrant or other financial instrument is returned undelivered or left uncashed or the transfer is not accepted on two consecutive occasions, the Company may exercise its power without making any such enquiries. Subject to the provisions of these Articles, the Company shall recommence sending cheques, warrants or other financial instruments in respect of the dividends or other moneys payable in respect of those shares if the holder or person entitled by transmission claims the arrears of any dividend or other moneys payable and does not instruct the Company to pay future dividends or other moneys payable in some other way.
The Company may, upon the recommendation of the Directors, by ordinary resolution direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular, of paid-up shares or debentures of any other body corporate), or partly in one way and partly in another or others and the Directors shall give effect to such resolution. Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may:
142.1139.1 make such provisions as they think fit for dealing with fractional entitlements which may or would arise (including provisions under which fractional entitlements are ignored or the benefit of the same belongs to the Company rather than the relevant members or the issue of fractional certificates);
142.2139.2 fix the value for distribution of such specific assets or any part thereof;
142.3139.3 determine that cash payments shall be made to any members upon the basis of the value so fixed in order to adjust the rights of all parties entitled to participate in the dividend; and
142.4139.4 vest any such specific assets in trustees.
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or profit and loss account as the Directors may determine a sum equal to the aggregate nominal amount of the additional shares to be allotted, and shall apply the same in paying up in full the appropriate number of unissued shares for allotment and distribution credited as fully paid to the relevant holders of shares.
and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions or partly in one way and partly in the
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other; but the share premium account, the capital redemption reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to members credited as fully paid;
and any agreement made under this authority shall be effective and binding on all such members; and
144.1.4141.1.4 generally do all acts and things required to give effect to the resolution.
Subject to the Statutes, the Market Rules and the requirements of the UK Listing AuthorityFCA and if the Directors so decide, the Company need not send copies of its full annual accounts and reports to those persons entitled to receive them, but may instead send such persons a summary financial statement derived from the Company's annual accounts and reports in such form and containing such information as may be required by the Statutes, the Market Rules and the UK Listing AuthorityFCA and provided further that copies of the full annual accounts and reports shall be sent to any such person who in accordance with the Statutes wishes to receive them.
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The Directors may elect to prepare the Company's annual report and accounts in accordance with generally accepted accounting principles in the United Kingdom or such other international accounting standards as may be permitted under the laws of England and Wales from time to time.
Without prejudice to any other provision of these Articles, valuation of the Company's assets shall be performed in accordance with prevailing accounting standards, the AIFM Rules, or such other accounting standards, bases, policies and procedures as the Directors may determine from time to time. Valuations of net asset value per share may be suspended if the underlying data necessary to value the investments of the Company cannot readily or without undue expenditure be obtained for regulatory reasons and any such suspension shall be announced by a Regulatory Information Service (as defined in the Financial Conduct Authority Handbook).
The net asset value per share shall be calculated at least annually and disclosed to members from time to time in such manner as may be determined by the Directors.
Any notice to be given to or by any person pursuant to the provisions of these Articles (other than a notice calling a meeting of Directors) shall be in writing and shall be sent in accordance with the Statutes.
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147.6.4 made available on a website, it is deemed to have been received when it was first made available on the website, or, if later, on the date on which the notification pursuant to Article 147.2.2147.2.2148.2.2 is received or deemed to be received;
and in calculating when a notice or other document or information is deemed to be received, no account shall be taken of any part of a day that is not a working day.
149.1 A person entitled to a share by transmission upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also a postal address within the United Kingdom for the service of
notices and other documents and information or an address to which notices and other documents and information may be sent to him using electronic means, shall be entitled to have sent or supplied to him at such address any notice or other document or information to which the member, but for his death or bankruptcy, would have been entitled. Such sending or supply shall, for all purposes, be deemed to be sufficient sending or supply of such notice or other document or information on all persons interested (whether jointly with or claiming through or under him) in the share. Until such evidence and address have been supplied, any notice or other document or information may be sent or supplied in any manner in which it might have been sent or supplied if the death or bankruptcy or other event giving rise to the transmission had not occurred.
149.2 Every person who becomes entitled to a share by transmission, transfer or otherwise shall be bound by any notice in respect of that share (other than a notice served by the Company under section 793 of the Act) which, before his name is entered in the Register in respect of such share, has been duly served on or delivered to a person from whom he derives his title.
Nothing in any of the Articles 146146147 to 149149150 shall affect any requirements of the Statutes that any particular offer, notice or other document be served in any particular manner.
Subject to Articles 55.355.357.3 and 56.656.658.6, any notice or other document may be served or delivered by the Company by reference to the Register as it stands at any time not more than 21 clear days before the date of service or delivery and no change in the Register after that time shall invalidate that service or delivery.
Subject to the Statutes, the Market Rules and the requirements of the UK Listing AuthorityFCA, the provisions of these Articles and the rights attaching to, or the terms of issue of, any shares, the Company in general meeting or the Directors by resolution, may specify any date (the "record date") as the date at the close of business on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue or other right and such record date may be on, or at any time before or after, that on which the resolution is passed. Such dividend, distribution, interest, allotment, issue or other right shall then be payable or due to them in accordance with their respective registered holdings, but shall not, of itself, prejudice the rights between transferors and transferees of any such shares or other securities in respect of such dividend, distribution, interest, allotment, issue or other right.
153.1 The Company may destroy or delete:
153.1.1 all transfer forms or operator instructions (as defined in the Regulations) transferring shares, and documents sent to support transfer, and any other documents which were the basis for making an entry on the Register, at any time after the expiration of 6 years from the date of registration or entry in the Register (as the case may be);
Any such document may be disposed of in any manner.
154.1 Subject to the provisions of the Statutes and Article 154.2154.2155.2 below, but without prejudice to any indemnity to which he may otherwise be entitled, every Director or Secretary of the Company or of any associated company shall be indemnified out of the assets of the Company against all costs, charges, losses, expenses and liabilities which he may sustain or incur in the execution or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to or in connection with his duties, powers or office.
154.2 Article 154.1154.1155.1 shall not operate to provide an indemnity against any liability attaching to a Director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company except as permitted by the Statutes.
Without prejudice to the provisions of Article 154154155, the Directors shall have power to purchase and/or maintain insurance for, or for the benefit of, any persons who are or were at any time Directors, alternate Directors or other officers of the Company or any associated company or who are or were at any time trustees of any retirement benefits scheme or employee share scheme in which employees of the Company or any associated company are or were interested, including insurance against any liability incurred by such persons which may lawfully be insured against by the Company in respect of any act or omission in the execution of their powers and/or otherwise in relation to the Company or in connection with their duties, powers or offices in relation to any associated company, or any such retirement benefits scheme or employee share scheme.
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other distributions or payments with respect to the relevant shares. Where such sale or transfer is not completed within 21 days of service of such notice (or such longer period as the Directors may determine), the holder or holders of the relevant shares will be deemed, upon the expiration of such 21 days to have forfeited their shares. If the Directors in their absolute discretion so determine, the Company may dispose of the relevant shares at the best price reasonably obtainable and pay the net proceeds of such disposal to the former holder or holders.
157.9.1 must notify the Company of any material changes which affect the holder's status (and to the extent relevant, the status of the beneficial owner of the shares) under FATCA, the Common Reporting Standard or Similar Laws or which result in any information, waivers, forms or other documentation previously provided to the Company (pursuant to this Article) becoming inaccurate or incomplete within the earlier of 90 days of becoming aware of such changes and any other period provided under FATCA, the Common Reporting Standard or Similar Laws for such event; and
157.9.2 must, to the extent there have been material changes as described in Article 157.9.1157.9.1 above, promptly provide the Company with updated information, waivers, forms or other documentation, as applicable.
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In the event that Aberdeen Fund Managers (Singapore) Limitedabrdn Asia Ltd, a company incorporated in Singapore with registered number 1991055448E, or any associated company thereof ceases to be the Investment Manager of the Company, then abrdn Asia Ltd Aberdeen Fund Managers (Singapore) Limited shall be entitled at any time thereafter to serve notice upon the Company requiring that the name of the Company is changed to a name which does not contain the words "abrdn", "Aberdeen" or "Aberdeen Fund ManagersStandard". If within three months after the giving of such notice the name of the Company has not been changed, then abrdn Asia LtdAberdeen Fund Managers (Singapore) Limited shall be entitled to convene a general meeting of the Company for the purpose of passing a special resolution ("the Name Change Resolution") adopting as the name of the Company a name selected by abrdn Asia LtdAberdeen Fund Managers (Singapore) Limited and at such general meeting the shares held by members voting in favour of the Name Change Resolution shall, in respect of such resolution, carry in aggregate such number of votes as is equal to three quarters of the votes cast upon such resolution.
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