Regulatory Filings • Apr 5, 2022
Regulatory Filings
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This document is designed to show the proposed changes to the articles on which shareholders have been asked to vote at the Annual General Meeting of National Express Group PLC to be held on 11 May 2022. A copy of the company's current articles can be obtained from Companies House.
The Companies Act 2006
Public Company Limited by Shares
(Adopted pursuant to a Special Resolution passed on 14 May 2003 and as amended by Special Resolutions passed 24 May 2006, 1 May 2007, 1 May 2008, 5 May 2010 and, 7 May 2020) and [11] May 2022)
| PRELIMINARY 1 | ||||
|---|---|---|---|---|
| 1. | EXCLUSION OF MODEL ARTICLES AND TABLE A 1 | |||
| 2. | DEFINITIONS AND INTERPRETATION 1 | |||
| SHARES 3 | ||||
| 3. | RIGHTS ATTACHING TO SHARES 3 | |||
| 4. | REDEMPTION AND PURCHASE OF SHARES 3 | |||
| 5. | FINANCIAL ASSISTANCE 3 | |||
| 6. | ALLOTMENT AT A DISCOUNT 3 | |||
| 7. | PAYMENT OF COMMISSION AND BROKERAGE 3 | |||
| 8. | ALLOTMENT OF SHARES 3 | |||
| 9. | RECOGNITION OF TRUSTS 4 | |||
| SHARE CERTIFICATES 4 | ||||
| 10. | SHARE CERTIFICATES 4 | |||
| 11. | RIGHTS TO SHARE CERTIFICATES 4 | |||
| 12. | SHARE CERTIFICATE OF JOINT HOLDERS 4 | |||
| 13. | REPLACEMENT OF SHARE CERTIFICATES 4 | |||
| 14. | PAYMENT FOR SHARE CERTIFICATES 5 | |||
| UNCERTIFICATED SHARES 5 | ||||
| 15. | EVIDENCE OF TITLE 5 | |||
| 16. | CONVERSION 5 | |||
| 17. | REGISTRATION 5 | |||
| 18. | SINGLE CLASS 5 | |||
| 19. | NON-APPLICATION OF ARTICLES 10 TO 14 5 | |||
| VARIATION OF RIGHTS 5 | ||||
| 20. | VARIATION OF CLASS RIGHTS 5 | |||
| 21. | SEPARATE GENERAL MEETINGS 6 | |||
| 22. | ISSUES OF FURTHER SHARES 6 | |||
| CALLS ON SHARES 6 | ||||
| 23. | CALLS 6 | |||
| 24. | TIMING AND PAYMENT OF CALLS 6 | |||
| 25. | LIABILITY OF JOINT HOLDERS 6 | |||
| 26. | INTEREST DUE ON NON-PAYMENT OF CALLS 7 | |||
| 27. | DEEMED CALLS 7 | |||
| 28. | POWER TO DIFFERENTIATE BETWEEN HOLDERS 7 | |||
| 29. | PAYMENT OF CALLS IN ADVANCE 7 | |||
| FORFEITURE AND LIEN 7 | ||||
| 30. | NOTICE IF CALL OR INSTALMENT NOT PAID 7 | |||
| 31. | FORM OF NOTICE 7 | |||
| 32. | FORFEITURE FOR NON-COMPLIANCE 7 | |||
| 33. | NOTICE AFTER FORFEITURE 8 | |||
| 34. | DISPOSAL OF FORFEITED SHARES 8 | |||
| 35. | ANNULMENT OF FORFEITURE 8 | |||
| 36. | CONTINUING LIABILITY 8 | |||
| 37. | LIEN ON PARTLY-PAID SHARES 8 | |||
| 38. | ENFORCEMENT OF LIEN BY SALE 9 | |||
| 39. | APPLICATION OF PROCEEDS 9 | |||
| 40. | STATUTORY DECLARATION 9 | |||
| TRANSFER OF SHARES 9 | ||||
| 41. | SIGNING OF TRANSFER 9 | |||
| 42. | FORM OF TRANSFER 9 | |||
| 43. | TRANSFERS OF UNCERTIFICATED SHARES 9 | |||
| 44. | RIGHT TO DECLINE REGISTRATION 10 | |||
| 45. | FURTHER RIGHT TO DECLINE REGISTRATION 10 |
| 47. | NO FEE FOR REGISTRATION10 | |
|---|---|---|
| 48. | DESTRUCTION OF DOCUMENTS10 | |
| TRANSMISSION OF SHARES11 | ||
| 49. | TRANSMISSION ON DEATH 11 | |
| 50. | PERSON ENTITLED BY TRANSMISSION 11 | |
| 51. | RESTRICTIONS ON ELECTION 12 | |
| 52. | RIGHTS OF PERSONS ENTITLED BY TRANSMISSION 12 | |
| UNTRACED SHAREHOLDERS12 | ||
| 53. | POWER TO SELL SHARES12 | |
| 54. | POWER TO SELL FURTHER SHARES12 | |
| 55. | AUTHORITY TO EFFECT SALE13 | |
| 56. | AUTHORITY TO CEASE SENDING CHEQUES13 | |
| ALTERATION OF CAPITAL13 | ||
| 57. | CONSOLIDATION AND SUB-DIVISION 13 | |
| 58. | FRACTIONS OF SHARES13 | |
| 59. | REDUCTION OF SHARE CAPITAL 14 | |
| GENERAL MEETINGS 14 | ||
| 60. | ANNUAL GENERAL MEETING14 | |
| 61. | GENERAL MEETINGS 14 | |
| 62. | CONVENING OF GENERAL MEETINGS 14 | |
| NOTICE OF GENERAL MEETINGS14 | ||
| 63. | LENGTH AND FORM OF NOTICE 14 | |
| 64. | SHORT NOTICE15 | |
| 65. | OMISSION OR NON-RECEIPT OF NOTICE OF RESOLUTION OR MEETING OR PROXY 15 | |
| 66. | POSTPONEMENT OF GENERAL MEETINGS 15 | |
| PROCEEDINGS AT GENERAL MEETINGS 16 | ||
| 67. | QUORUM16 | |
| 68. | ENTITLEMENT TO ATTEND AND SPEAK 16 | |
| 69. | PROCEDURE IF QUORUM NOT PRESENT16 | |
| 70. | SIMULTANEOUS ATTENDANCE AT OTHER PLACES17 | |
| 71. | LEVEL OF ATTENDANCE AT OTHER PLACES 17 | |
| 72. | ARRANGEMENTS FACILITATING ORGANISATION AND ADMINISTRATION 17 | |
| 73. | SECURITY ARRANGEMENTS18 | |
| 74. | SAFETY AND ORDERLY CONDUCT 18 | |
| 75. | CHAIRMAN OF GENERAL MEETINGS 18 | |
| 76. | ADJOURNMENT WITH CONSENT 19 | |
| 77. | ADJOURNMENT WITHOUT CONSENT19 | |
| 78. | AMENDMENTS TO RESOLUTIONS19 | |
| 79. | METHOD OF VOTING AND DEMAND FOR A POLL 19 | |
| 80. | TIMING AND PROCEDURE FOR A POLL20 | |
| VOTES OF MEMBERS 20 | ||
| 81. | VOTES OF MEMBERS 20 | |
| 82. | VOTES OF JOINT HOLDERS 21 | |
| 83. | VOTING ON BEHALF OF INCAPABLE MEMBER 21 | |
| 84. | SUSPENSION OF RIGHTS FOR NON-PAYMENT OF CALLS AND NON-DISCLOSURE OF | |
| INTERESTS 21 | ||
| 85. | OBJECTIONS TO AND ERRORS IN VOTING 23 | |
| 86. | VOTING ON A POLL 23 | |
| 87. | EXECUTION OF PROXIES 23 | |
| 88. | APPOINTMENT OF PROXIES23 | |
| 89. | DELIVERY OF PROXIES 24 | |
| 90. | MULTIPLE APPOINTMENTS OF PROXY FOR SAME SHARE 24 | |
| 91. | VALIDITY OF PROXIES25 | |
| 92. | AUTHORITY OF PROXIES TO CALL FOR A POLL 25 | |
| 93. | CANCELLATION OF PROXY'S AUTHORITY 25 | |
| 94. | CORPORATE REPRESENTATIVES 25 | |
| DIRECTORS25 | ||
| 95. | NUMBER OF DIRECTORS25 | |
| 96. | DIRECTORS' SHAREHOLDING QUALIFICATION 25 | |
|---|---|---|
| 97. | AGE OF DIRECTORS 26 | |
| 98. | OTHER INTERESTS OF DIRECTORS 26 | |
| 99. | DIRECTORS' FEES AND EXPENSES 26 | |
| 100. | ADDITIONAL REMUNERATION 26 | |
| ALTERNATE DIRECTORS 26 | ||
| 101. | ALTERNATE DIRECTORS 26 | |
| BORROWING POWERS27 | ||
| 102. | DIRECTORS' BORROWING POWERS AND RESTRICTIONS ON BORROWING 27 | |
| POWERS AND DUTIES OF DIRECTORS30 | ||
| 103. | POWERS OF COMPANY VESTED IN THE DIRECTORS30 | |
| 104. | PENSIONS, INSURANCE AND GRATUITIES FOR DIRECTORS AND OTHERS 30 | |
| 105. | LOCAL BOARDS 31 | |
| 106. | ATTORNEYS 31 | |
| 107. | OFFICIAL SEAL 31 | |
| 108. | OVERSEAS BRANCH REGISTER31 | |
| 109. | DIRECTORS' PERMITTED INTERESTS AND ENTITLEMENT TO VOTE32 | |
| 110. | EXERCISE OF COMPANY'S VOTING POWERS35 | |
| 111. | SIGNING OF CHEQUES, ETC35 | |
| 112. | MINUTES 35 | |
| DISQUALIFICATION OF DIRECTORS 35 | ||
| 113. | VACATION OF A DIRECTORS' OFFICE 35 | |
| ROTATION OF DIRECTORS 36 | ||
| 114. | REGULAR SUBMISSION OF DIRECTORS FOR RE-ELECTION 36 | |
| 115. | PROCEDURE IF INSUFFICIENT DIRECTORS APPOINTED 36 | |
| 116. | APPOINTMENT OF DIRECTORS BY SEPARATE RESOLUTION 36 | |
| 117. | PERSONS ELIGIBLE FOR APPOINTMENT37 | |
| 118. | ADDITIONAL DIRECTORS - POWERS OF COMPANY37 | |
| 119. | CASUAL VACANCIES AND ADDITIONAL DIRECTORS - POWERS OF DIRECTORS 37 | |
| 120. | POWER OF REMOVAL BY ORDINARY RESOLUTION37 | |
| 121. | APPOINTMENT OF REPLACEMENT DIRECTOR 37 | |
| PROCEEDINGS OF DIRECTORS 37 | ||
| 122. | BOARD MEETINGS AND PARTICIPATION 37 | |
| 123. | QUORUM AND VOTING AT BOARD MEETINGS38 | |
| 124. | NOTICE OF BOARD MEETINGS38 | |
| 125. | DIRECTORS BELOW MINIMUM 38 | |
| 126. | APPOINTMENT OF CHAIRMAN AND DEPUTY CHAIRMAN OF THE MEETING 38 | |
| 127. | DELEGATION OF DIRECTORS' POWERS TO COMMITTEES38 | |
| 128. | VALIDITY OF DIRECTORS' ACTS 39 | |
| 129. | WRITTEN RESOLUTION OF DIRECTORS 39 | |
| MANAGING AND EXECUTIVE DIRECTORS39 | ||
| 130. | APPOINTMENT OF EXECUTIVE DIRECTORS39 | |
| 131. | REMUNERATION OF EXECUTIVE DIRECTORS 39 | |
| 132. | POWERS OF EXECUTIVE DIRECTORS39 | |
| SECRETARY40 | ||
| 133. | APPOINTMENT AND REMOVAL OF SECRETARY 40 | |
| THE SEAL40 | ||
| 134. | USE OF SEAL40 | |
| RESERVE 40 | ||
| 135. | ESTABLISHMENT OF RESERVE40 | |
| DIVIDENDS40 | ||
| 136. | DECLARATIONS OF DIVIDENDS BY COMPANY40 | |
| 137. | PAYMENT OF INTERIM AND FIXED DIVIDENDS BY DIRECTORS40 | |
| 138. | RESTRICTIONS ON DIVIDENDS AND CURRENCY OF DIVIDENDS41 | |
| 139. | CALCULATION OF DIVIDENDS 41 | |
| 140. | DEDUCTIONS OF AMOUNTS DUE ON SHARES AND WAIVER OF DIVIDENDS 41 | |
| 141. | DIVIDENDS OTHER THAN IN CASH 41 | |
| 142. | PAYMENT PROCEDURE41 | |
| 143. | INTEREST 43 | ||||
|---|---|---|---|---|---|
| 144. | FORFEITURE OF DIVIDENDS 43 | ||||
| CAPITALISATION OF PROFITS AND SCRIP DIVIDENDS 43 | |||||
| 145. | POWER TO CAPITALISE 43 | ||||
| 146. | AUTHORITY REQUIRED44 | ||||
| 147. | PROVISION FOR FRACTIONS ETC44 | ||||
| ACCOUNTS44 | |||||
| 148. | ACCOUNTING RECORDS TO BE KEPT44 | ||||
| 149. | LOCATION OF ACCOUNTING RECORDS44 | ||||
| 150. | INSPECTION OF ACCOUNTING RECORDS44 | ||||
| AUDIT 45 | |||||
| 151. | APPOINTMENT OF AUDITORS 45 | ||||
| NOTICES45 | |||||
| 152. | SERVICE OF NOTICE AND CURTAILMENT OF POSTAL SERVICE 45 | ||||
| 153. | MEMBERS RESIDENT ABROAD 46 | ||||
| 154. | NOTICE DEEMED SERVED 46 | ||||
| 155. | NOTICE TO JOINT HOLDERS46 | ||||
| 156. | SERVICE OF NOTICE ON PERSONS ENTITLED BY TRANSMISSION 46 | ||||
| ELECTRONIC COMMUNICATION 47 | |||||
| 157. | ELECTRONIC COMMUNICATION 47 | ||||
| PROVISION FOR EMPLOYEES47 | |||||
| 158. | PROVISION FOR EMPLOYEES47 | ||||
| WINDING UP 47 | |||||
| 159. | DISTRIBUTION OF ASSETS 47 | ||||
| INDEMNITY 48 | |||||
| 160. | INDEMNITY OF OFFICERS 48 | ||||
| 161. | FUNDING OF EXPENDITURE IN DEFENDING PROCEEDINGS48 | ||||
| 162. | LIMITED LIABILITY48 | ||||
| CHANGE OF NAME48 | |||||
| 163. | CHANGE OF NAME 48 |
The regulations contained in Model Articles of Association applicable to the Company under or pursuant to the Act, or in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 and in any Table A applicable to the Company under any former enactment relating to companies shall not apply to the Company except insofar as they are repeated or contained in these Articles
In these Articles, unless the context otherwise requires -
"Act" means the Companies Act 2006 including any statutory modification thereof for the time being in force,
"address" shall, in any case where electronic form is permitted by or pursuant to these Articles or the Act, include a number or address used for the purpose of sending or receiving notices, documents or information by electronic means but, in any other case, shall not include any number or address used for such purpose,
"Articles" means these Articles of Association as altered from time to time,
"Auditors" means the Auditors for the time being of the Company,
"clear days' notice" means that the notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given or on which it is to take effect,
"Directors" means the Directors for the time being of the Company, or, as the case may be, the Board of Directors for the time being of the Company or the persons present at a duly convened meeting of the Board of Directors or any duly authorised committee thereof at which a quorum is present,
"dividend" includes bonus,
"electronic form" and "electronic means" shall, where the context so requires, have the same meaning as in the Act,
"London Stock Exchange" means London Stock Exchange plc,
"Member" means a member of the Company,
"month" means calendar month,
"Office" means the registered office for the time being of the Company,
"paid up" includes credited as paid up,
"properly authenticated dematerialised instruction" shall have the meaning given in the Regulations,
"Register" means the Register of Members of the Company required to be kept by the Statutes,
"Regulations" means the Uncertificated Securities Regulations 2001,
"relevant system" shall have the same meaning as in the Regulations,
"Seal" means the common seal of the Company or any official or securities seal that the Company may have or be permitted to have under the Statutes,
"Secretary" means the secretary of the Company and includes a joint, deputy or assistant secretary, and any person appointed by the Directors to perform the duties of the secretary,
"Statutes" means the Companies Acts as defined by section 2 of the Act, and includes the Regulations, and every other statute or subordinate legislation for the time being in force concerning companies and affecting the Company,
"treasury shares" means qualifying shares (within the meaning of section 724(2) of the Act) held by the Company under section 724(3)(a) of the Act,
"United Kingdom" means Great Britain and Northern Ireland,
"in writing" and "written" includes printing, lithography, typewriting, photography and other modes of representing or reproducing words in visible form, whether sent or supplied in electronic form, made available on a website or otherwise
Nothing in these Articles shall preclude the holding and conducting of a meeting in such a way that persons who are not present together at the same place may by electronic means attend and speak and vote at it
References to "electronic facility" mean a device, system, procedure, method or facility (including without limitation conference call systems, website addresses and application software) providing an electronic means of attendance at or participation in (or both attendance at and participation in) a General Meeting determined by the Directors pursuant to Article 72(B)
References to a "meeting" mean a meeting convened and held in any manner permitted by these Articles, including without limitation a General Meeting of the Company at which some or all persons entitled to be present attend and participate by means of electronic facility or facilities, and such persons shall be deemed to be present at that meeting for all purposes of the Act and these Articles and attend and participate, attending and participating and attendance and participation shall be construed accordingly
Words importing the singular number only shall include the plural, and vice versa. Words importing the masculine gender only shall include the feminine gender
Words importing individuals and words importing persons shall include bodies corporate and unincorporated associations
Any reference herein to the provisions of any statute or of any subordinate legislation shall extend to and include any amendment or re-enactment (with or without amendment) thereof for the time being in force
Subject as aforesaid, and unless the context otherwise requires, words and expressions defined in the Statutes, or the Regulations, shall bear the same meanings in these Articles
A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles
References herein to a share being in uncertificated form are references to that share being an uncertificated unit of a security
Headings to these Articles are for convenience only and shall not affect construction
Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with such rights (including preferred, deferred or other special rights) or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination, as the Directors may determine)
Subject to the provisions of the Statutes -
The Company shall not give any financial assistance for the acquisition of shares in the Company except and insofar as permitted by the Statutes
The shares of the Company shall not be allotted at a discount and save as permitted by the Statutes shall not be allotted except as paid up at least as to one-quarter of their nominal value and the whole of any premium thereon
The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted. Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful
Subject to the provisions of the Statutes or these Articles, the Directors may allot (with or without conferring a right of renunciation), grant options over, offer or otherwise deal with or dispose of shares in the Company to such persons at such times and generally on such terms and conditions as they may determine. 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 recognise a renunciation thereof by the allottee in favour of some other person and may accord 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
Except as required by law or pursuant to the provisions of these Articles, no person shall be recognised by the Company as holding any share upon any trust, and (except only as provided by these Articles or otherwise by law or under an order of a court of competent jurisdiction) the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder
Every share certificate shall be executed under a seal or in such other manner as the Directors may authorise, and shall specify the number and class and the distinguishing number (if any) of the shares to which it relates and the amount paid up thereon. No certificate shall be issued relating to shares of more than one class. The Directors may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or electronic or other means or may be printed on them or that the certificates need not be signed by any person
Subject to Article 16, every person (other than a recognised clearing house (as defined in the Financial Services and Markets Act 2000) or a nominee of a recognised clearing house or of a recognised investment exchange (as defined in Section 207 of the Financial Services and Markets Act 2000) 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 on the Register shall be entitled without payment to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all the shares registered in his name or, in the case of shares of more than one class being registered in his name, a separate certificate for each class of shares so registered, and where a Member (except such a clearing house or nominee of such a clearing house or such an investment exchange) transfers part of the shares of any class registered in his name he shall be entitled without payment to one certificate for the balance of shares of that class retained by him. If a Member shall require additional certificates he shall pay for each additional certificate such reasonable sum (if any) as the Directors may determine
In respect of certificated shares of one class held jointly by more than one person the Company shall not be bound to issue more than one certificate, and delivery of a certificate for such shares to one of the joint holders of such shares shall be sufficient delivery to all such holders
If any certificate be worn out or defaced then upon delivery thereof to the Directors they may order the same to be cancelled, and may issue a new certificate in lieu thereof, and if any certificate be lost or destroyed, then upon proof thereof to the satisfaction of the Directors and on such indemnity with or without security as the Directors deem adequate being given, a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate
Every certificate issued under the last preceding Article shall be issued without payment, but there shall be paid to the Company such exceptional out-of-pocket expenses of the Company in connection with the request (including, without limiting the generality of the foregoing, the investigation of such request and the preparation and execution of any such indemnity or security) as the Directors think fit
Unless otherwise determined by the Directors and permitted by the Regulations, no person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument by virtue of the Regulations. Notwithstanding any provisions of these Articles, the Directors shall have power to implement any arrangements they may, in their absolute discretion, think fit in relation to the evidencing of title to and transfer of an uncertificated share (subject always to the Regulations and the facilities and requirements of the relevant system concerned). No provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with the holding of shares in uncertificated form
Conversion of a certificated share into an uncertificated share, and vice versa, may be made in such manner as the Directors may, in their absolute discretion, think fit (subject always to the Regulations and the facilities and requirements of the relevant system concerned). The Company shall be entitled, in accordance with regulation 32(2)(c) of the Regulations, to require the conversion of an uncertificated share into certificated form to enable it to deal with the share in accordance with any provision in these Articles, including in particular, Articles 53 to 55, 58 and 84
The Company shall enter on the Register how many shares are held by each member in uncertificated form and in certificated form and shall maintain the Register in each case as required by the Regulations and the relevant system concerned. Unless the Directors otherwise determine, holdings of the same holder or joint holder in certificated form and uncertificated form shall be treated as separate holdings
A class of share shall not be treated as two classes by virtue only of that class comprising both certificated shares and uncertificated shares or as a result of any provision of these Articles or the Regulations which applies only in respect of certificated or uncertificated shares
The provisions of Articles 10 to 14 inclusive shall not apply to uncertificated shares
If at any time the share capital is divided into different classes of shares, the rights attached to any class or any of such rights may, subject to the provisions of the Statutes, whether or not the Company is being wound up, be abrogated or varied with the consent in writing of the holders of at least three-quarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares), or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of that class
To every such separate General Meeting the provisions of Chapter 3 of Part 13 of the Act (save as stated in section 334(2) to (3)) and the provisions of these Articles relating to General Meetings shall, mutatis mutandis, so far as applicable apply, subject to the following provisions, namely -
For the purposes of Article 21(a) above, where a person is present by proxy or proxies, he is treated as holding only the shares in respect of which those proxies ale authorised to exercise voting rights
The rights attached to any class of shares shall, unless otherwise expressly provided by the terms of issue of the shares of that class or by the terms upon which such shares are for the time being held, be deemed not to be abrogated or varied by the creation or issue of further shares ranking pari passu therewith
The Directors may, subject to the terms of allotment thereof, from time to time make such calls upon the Members as they think fit in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and each Member shall (subject to the Company serving on him at least 14 days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A person upon whom a call is made shall remain liable for all calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made
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 required to be paid by instalments
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof
If a sum payable in respect of any call or instalment is not paid on or before the day appointed for payment thereof, the person from whom it is due shall pay interest on the sum at such rate, not exceeding 15 per cent per annum, as the Directors may determine from the day appointed for the payment thereof until the actual payment thereof, and all expenses that may have been incurred by the Company by reason of such non-payment, but the Directors may, if they shall think fit, waive the payment of such interest and expenses or any part thereof
Any sum which by the terms of issue of a share becomes payable on allotment 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 these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of nonpayment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified
The Directors may, on the issue of shares, make arrangements for a difference between the holders of such shares in the amounts of calls to be paid and in the times of payment of such calls
The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the monies, whether on account of the nominal value of the shares or by way of premium, uncalled and unpaid upon any shares held by him, and upon all or any of the monies so paid in advance the Directors may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding (unless the Company in General Meeting shall otherwise direct) 12 per cent per annum, as may be agreed upon between the Directors and the Member paying such monies in advance
If any Member fails to pay any call or instalment in full on or before the day appointed for payment thereof, the Directors may, at any time thereafter serve a notice on him requiring him to pay so much of the call or instalment as is unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such nonpayment
The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which, and the place where, such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call or instalment is payable will be liable to be forfeited
If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall extend to all dividends declared and other monies payable in respect of the shares so forfeited and not actually paid before such forfeiture. Forfeiture shall be deemed to occur at the time of the passing of the said resolution of the Directors. The Directors may accept a surrender of any share liable to be forfeited hereunder upon such terms and conditions as they think fit
When any share has been forfeited notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share, or the person entitled to the share by transmission, and an entry of the forfeiture or surrender, with the date thereof, shall forthwith be made in the Register, but no forfeiture or surrender shall be invalidated by any failure to give such notice or make such entry as aforesaid
A share so forfeited or surrendered shall be deemed to be the property of the Company, and may be sold, re-allotted or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person in such manner, either subject to or discharged from all calls made or instalments due prior to the forfeiture or surrender, as the Directors think fit. Provided that the Company shall not exercise any voting rights in respect of such share and any such share not disposed of in accordance with the foregoing within a period of three years from the date of its forfeiture or surrender shall thereupon be cancelled in accordance with the provisions of the Statutes. For the purpose of giving effect to any such sale or other disposition the Directors may authorise some person to transfer the share so sold or otherwise disposed of to, or in accordance with the directions of, the purchaser thereof or other person becoming entitled thereto
The Directors may, at any time before any share so forfeited or surrendered shall have been cancelled or sold, re-allotted or otherwise disposed of, annul the forfeiture or surrender upon such terms as they think fit
Any person whose shares have been forfeited or surrendered shall cease to be a Member in respect of those shares and shall surrender to the Company for cancellation the certificate for the forfeited or surrendered shares, but shall, notwithstanding such forfeiture or surrender, remain liable to pay to the Company all monies which, at the date of the forfeiture or surrender, were presently payable by him to the Company in respect of the shares, together with interest thereon at such rate, not exceeding 15 per cent per annum, as the Directors may determine from the time of forfeiture or surrender until the time of payment, but his liability shall cease if and when the Company shall have received payment in full of all such monies in respect of the shares, together with interest as aforesaid. The Directors may, if they shall think fit, waive the payment of such interest or any part thereof. The Company may enforce payment of such monies without being under any obligation to make any allowance for the value of the shares forfeited or surrendered or for any consideration received on their disposal
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of such share, but the Directors may at any time waive any lien which has arisen and may declare any share to be wholly or in part exempt from the provisions of this Article The Company's lien, if any, on a share shall extend to all amounts payable in respect of it
The Company may sell, in such manner as the Directors think fit, any share on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of 14 days after a notice in writing, (i) stating, and demanding payment of, the sum presently payable, and (ii) giving notice of intention to sell in default of such payment, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy or otherwise by operation of law
The net proceeds of such sale, after payment of the costs thereof, shall be applied in or towards satisfaction of such part of the amount in respect of which the lien exists as is presently payable. The residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of sale. For giving effect to any such sale the Directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser
A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein against all persons claiming to be entitled to the share. Such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with, in the case of certificated shares, the share certificate delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share
The instrument of transfer of any certificated share in the Company shall be signed by or on behalf of the transferor (and, in the case of a share which is not fully paid, shall also be signed by or on behalf of the transferee) and, in relation to the transfer of any share (whether a certificated or an uncertificated share) the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof
All transfers of certificated shares shall be effected by instrument in writing in any usual or common form or any other form which the Directors may approve
All transfers of uncertificated shares shall be made in accordance with and be subject to the provisions of the Regulations and the facilities and requirements of the relevant system and, subject thereto, in accordance with any arrangements made by the Directors pursuant to Article 16
Without prejudice to Article 84, the Directors may, in their absolute discretion, refuse to register any transfer of any share which is not a fully-paid share (whether certificated or uncertificated) provided that, where any such shares are admitted to the Official List of the Financial Conduct Authority or admitted to AIM such discretion may not be exercised in a way which the Financial Conduct Authority or the London Stock Exchange regards as preventing dealings in the shares of the relevant class or classes from taking place on an open and proper basis. The Directors may likewise refuse to register any transfer of a share (whether certificated or uncertificated), whether fully-paid or not, in favour of more than four persons jointly
In relation to a certificated share, the Directors may decline to recognise any instrument of transfer unless -
If the Directors refuse to register a transfer they shall, in the case of certificated shares, within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal and (except in the case of fraud) return to him the instrument of transfer or, in the case of uncertificated shares, notify such person as may be required by the Regulations and the requirements of the relevant system concerned. All instruments of transfer which are registered may be retained by the Company
No fee shall be charged by the Company on the registration of any instrument of transfer, probate, letters of administration, certificate of death or marriage, power of attorney, renunciation of a renounceable letter of allotment, stop notice or other document or instruction relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares
The Company shall be entitled to destroy -
and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made, that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered, that every share certificate so destroyed was a valid certificate duly and properly cancelled and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that -
In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives 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, but nothing herein contained shall release the estate of a deceased Member from any liability in respect of any share which had been solely or jointly held by him
Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member or otherwise by operation of law may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the Member registered as the holder of any such share before his death or bankruptcy or other event, as the case may be
If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member or other event had not occurred and the notice or transfer were a transfer signed by the Member registered as the holder of any such share
A person becoming entitled to a share by reason of the death or bankruptcy of the holder or otherwise by operation of law shall, upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company (including meetings of the holders of any class of shares in the Company), provided always that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 60 days the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with
The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale any share of a Member or any share to which a person is entitled by transmission if and provided that -
If during any 12 year period or three month period referred to in paragraphs (a) and (c) of the preceding Article, further shares have been either issued in respect of those held at the beginning of such 12 year period or of any shares subsequently issued during such periods, and all the other requirements of such Article have been satisfied in respect of the further shares, the Company may also sell such further shares
To give effect to any sale pursuant to the previous two Articles, the Directors may authorise any person to execute as transferor an instrument of transfer of the said share and such instrument of transfer shall be as effective as if it had been executed by the registered holder of, or person entitled by transmission to, such share. The transferee shall not be bound to see to the application of the purchase monies and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale will be forfeited and shall belong to the Company, and the Company will not be obliged to account, nor be liable in any respect, to the former member or person who may or would have been entitled to the share by law for the proceeds of sale, and the Company may use the proceeds of sale for any purpose as the Directors may decide
Subject to Article 55, if either (i) on two consecutive occasions cheques, warrants or orders in payment of dividends or other monies payable in respect of any share have been sent through the post or otherwise in accordance with the provisions of these Articles but have been returned undelivered or left uncashed during the periods for which the same are valid or any transfer by bank or other funds transfer system has not been satisfied, or (ii) following one such occasion reasonable enquiries have failed to establish any new postal address of the registered holder, the Company need not thereafter despatch further cheques, warrants or orders and need not thereafter transfer any sum (as the case may be) in payment of dividends or other monies payable in respect of the share in question until the Member or other person entitled thereto shall have communicated with the Company and supplied in writing to the Office an address for the purpose
The Company may subject to the passing of a resolution authorising it to do so in accordance with the Act
Subject to any direction by the Company in General Meeting, whenever as the result of any consolidation or division of shares Members of the Company are entitled to any issued shares of the Company in fractions, the Directors may deal with such fractions as they shall determine and in particular may sell the shares to which Members are so entitled in fractions to any person (including, subject to the provisions of the Statutes, the Company) and pay and distribute to and among the Members entitled to such shares in due proportions the net proceeds of the sale thereof save for individual entitlements (net of expenses) not exceeding £3 which may be retained for the benefit of the Company. For the purpose of giving effect to any such sale the Directors may, in respect of certificated shares, nominate some person to execute a transfer of the shares sold on behalf of the Members so entitled to, or, in respect of uncertificated shares, nominate any person to transfer such shares in accordance with the facilities and requirements of the relevant system concerned or make such other arrangements as are compatible with the relevant system concerned or, in either case, in accordance with the directions of the buyer thereof and may cause the name of the transferee(s) to be entered in the Register as the holder(s) of the shares comprised in any such transfer, and such transferee(s) shall not be bound to see to the application of the purchase money nor shall such transferee's(s') title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. For the purposes of this Article, any shares representing fractional entitlements to which any Member would, but for this Article, become entitled may be issued in certificated form or uncertificated form
Subject to the provisions of the Statutes, the Company may by Special Resolution reduce its share capital, any capital redemption reserve, any share premium account and any redenomination reserve in any way
The Company shall in accordance with the Statutes, hold a General Meeting as its Annual General Meeting. The Annual General Meeting shall be held at such time and place (including any alternative means of participation and attendance as referred to in Article 62) as the Directors shall appoint
All General Meetings other than Annual General Meetings shall be called General Meetings
The Directors may, whenever they think fit, convene a General Meeting, and General Meetings shall also be convened on requisition, or, in default, may be convened by the requisitionists, as provided by the Statutes. If at any time there are not within the United Kingdom sufficient Directors capable of acting to form a quorum the Directors in the United Kingdom capable of acting may convene a General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors. The Directors shall determine in relation to each General Meeting any alternative means of attendance at and participation in the meeting, including whether the persons entitled to attend and participate in the General Meeting shall be enabled to do so by simultaneous attendance and participation at a satellite meeting place or places, in accordance with Article 70 anywhere in the world determined by them, and/or by means of electronic facility or facilities determined by them in accordance with Article 72(B)
(A) An Annual General Meeting shall be called by not less than 21 clear days' notice in writing, and a meeting of the Company other than an Annual General Meeting shall be called by not less than 14 clear days' notice in writing. (If the Company is a traded company (as defined in section 360C of the Act), the provisions of section 307A must be complied with if the meeting is to be called by less than 21 clear days' notice, unless the meeting is of holders of a class of shares)
A meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in the last preceding Article, be deemed to have been duly called if it is so agreed -
This Article 64 does not apply to General Meetings (other than meetings of holders of a class of shares) of a traded company (as defined in section 360C of the Act)
The accidental failure to give notice of a meeting, or of a resolution intended to be moved at a meeting, or to issue an invitation to appoint a proxy with a notice where required by these Articles, to any one or more persons entitled to receive notice, or the non-receipt of notice of a meeting or of such a resolution or of an invitation to appoint a proxy by any such persons, whether or not the Company becomes aware of such failure to give or to issue or such non-receipt, shall be disregarded for the purpose of determining whether notice of the meeting or of any resolution to be moved at the meeting is duly given
If the Directors, in their absolute discretion, consider that it is impracticable or undesirable for any reason to hold a General Meeting-
(a) on the date or at the time specified in the notice calling the meeting,
they can change any such place and/or electronic facility or facilities and/or postpone the meeting. When a meeting is so postponed or any place or electronic facility is changed, an announcement of the date, time, place(s) and/or, electronic facility/ies as applicable for the rearranged meeting shall, if practicable, be placed in at least two national newspapers in the United Kingdom. No new notice of the meeting shall be required. If a meeting is rearranged in this way, proxy forms are valid if they are received as required by these Articles not less than 48 hours before the time of the rearranged meeting. The Directors may further change any such place(s) and/or electronic facility(ies) and/or postpone any rearranged meeting under this Article
No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business, save as otherwise provided herein, two Members present in person or by proxy and entitled to vote shall be a quorum. The appointment of a Chairman in accordance with the provisions of these Articles shall not be treated as part of the business of the meeting
If within five minutes (or such longer time as the Chairman may decide) from the time appointed for the meeting a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened by or upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to such time and place (including, if relevant, any satellite meeting place pursuant to Article 70) and with such means of attendance and participation (including, if relevant, any electronic facility pursuant to Article 70 and/or 72(B)) as the Chairman shall appoint (save that if the Company is a traded company (as defined in section 360C of the Act), the provisions of section 307A will also apply, unless the meeting is of holders of a class of shares). If at such adjourned meeting a quorum be not present within five minutes from the time appointed therefor, the Member or Members present in person or by proxy and entitled to vote shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place
In the case of any General Meeting, the Directors may, notwithstanding the specification in the notice convening the General Meeting of the place at which the Chairman of the meeting shall preside (the "Principal Place"), make arrangements for simultaneous attendance and participation at another place or other places anywhere in the world (a "satellite meeting") by Members and proxies and others entitled to attend the General Meeting
The Members present in person or by proxy at any satellite meeting place or places shall be counted in the quorum for, and entitled to vote at, the General Meeting in question. That meeting shall be duly constituted and its proceedings valid if the Chairman of the meeting believes that adequate facilities are available throughout the meeting to ensure that Members attending at the Principal Place and all satellite meeting places are able to-
Such arrangements for simultaneous attendance at the General Meeting may include arrangements regarding the level of attendance at the other places provided that they shall operate so that any Members and proxies excluded from attendance at the Principal Place are able to attend at one of the other places. For the purpose of all other provisions of these Articles any such General Meeting shall be treated as being held and taking place at the Principal Place
ensure that Members attending the meeting by all means (including by means of electronic facility or facilities) are able to-
When deciding whether a person is attending or participating in a meeting other than at a physical place, it is immaterial where that person is or how that person is able to communicate with others who are attending and participating. If it appears to the chairman of the General Meeting that an electronic facility has become inadequate for the purposes referred to in Article 72(B), then the Chairman may, without the consent of the meeting, adjourn the General Meeting. All business conducted at that General Meeting up to the time of that adjournment shall be valid and the provisions of Article 76(B) shall apply to that adjournment
The Directors or the Chairman of the meeting or any person authorised by the Directors may direct that Members, proxies or corporate representatives wishing to attend any General Meeting or anyone else permitted by the Chairman of the meeting to attend should submit to such searches or other security arrangements or restrictions (including, without limitation, restriction on items of personal property which may be taken into the meeting and requirements for evidence of identity) as the Directors or the Chairman of the meeting or such person authorised by the Directors shall consider appropriate in the circumstances. Such persons shall be entitled in their absolute discretion to refuse entry to, or to eject from, such General Meeting any such person who fails to submit to such searches or otherwise to comply with such security arrangements or restrictions
If arrangements for participation by means of electronic facility or facilities have been made pursuant to Article 72(B), the Directors or the Chairman of a General Meeting or any person authorised by the Directors may make any arrangement and impose any requirement or restriction as is necessary to ensure the identification of those taking part and the security of electronic communications
The Directors or the Chairman of the meeting or any person authorised by the Directors may, at any meeting, take such action as is thought fit to secure the safety of the people attending the meeting and to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting and the Chairman of the meeting's decision on matters of procedure or matters arising incidentally from the business of the meeting shall be final, as shall be his determination as to whether any matter is of such a nature
The Chairman, if any, of the Board of Directors shall preside as Chairman at every General Meeting of the Company. If there be no such Chairman, or if at any General Meeting he shall not be present within15 minutes after the time appointed for holding the meeting or is unwilling to act as Chairman, the Directors present shall select one of their number to be Chairman, or if no Director be present and willing to take the chair, the Members present and entitled to vote shall choose one of their number to be Chairman of the meeting. In the case of an equality of votes, whether on a show of hands or a poll, the Chairman shall not be entitled to a second or casting vote
Without prejudice to any other provisions of these Articles, the Chairman of the meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or has already been adjourned or a quorum is present) either sine die or to another time and/or place (including, if relevant, from any satellite meeting place pursuant to Article 70 and/or with such means of attendance and participation (including, if relevant, any electronic facility pursuant to Article 72(B)) where it appears to him that (a) the Members wishing to attend cannot be conveniently accommodated in the Principal Place or any satellite meeting place, (b) the conduct of any persons prevents or is likely to prevent the orderly continuation of the business or (c) it would facilitate the conduct of the business of the meeting to do so
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 substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution no amendment thereto (other than an amendment to correct a patent error) may in any event be considered or voted upon. In the case of a resolution duly proposed as an Ordinary Resolution, no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least forty-eight hours prior to the time appointed for holding the General Meeting or adjourned meeting at which such Ordinary Resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or the Chairman in his absolute discretion decides that it may be considered or voted upon
At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless -
Unless a poll be so demanded or notified (and the demand is not subsequently withdrawn), a declaration by the Chairman, that a resolution has on a show of hands been passed or passed unanimously, or with a particular majority, or lost, or an entry to that effect in the minutes of the meeting of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution
Except as provided in Article 80, if a poll is duly demanded or notified it shall be taken in such manner (including the use of ballot or voting papers or tickets or electronic means) as the Chairman of the meeting directs and he may appoint scrutineers and fix a time and means for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded or notified
A poll demanded on the election of a Chairman or on the question of an adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than 30 clear days after the date of the meeting or adjourned meeting at which the poll is demanded) and place and/or by such electronic means as the Chairman may direct. No notice need be given of a poll not taken immediately. Any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. The demand for a poll may be withdrawn with the consent of the Chairman at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made
Subject to any rights or restrictions for the time being attached to any class or classes of shares and to any other provisions of these Articles or the Statutes -
or exercises a discretion given by, one or more other of those Members to vote against it, and
(c) on a poll every Member present in person or by proxy shall have one vote for each share of which he is a holder
In the case of joint holders of a share the vote of the senior holder who votes, 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
A Member in respect of whom an order has been made by any court or official having jurisdiction (in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised on their behalf appointed by that court or official, and such receiver, curator bonis or other person may vote by proxy provided that evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote has been delivered at the Office (or at such other place as may be specified in accordance with these Articles for the delivery or receipt of appointments of a proxy), not later than the last time at which an appointment of a proxy should have been delivered or received in order to be valid for use at that meeting or on the holding of that poll
of that class held as treasury shares), then the restriction notice may also direct that -
Upon the giving of a restriction notice its terms shall apply accordingly
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive. Whether a proxy or corporate representative has voted in accordance with any instructions given by the Member who has appointed such proxy or corporate representative need not be verified by the Company or any other person and any vote (whether on a show of hands or a poll) given by such proxy or corporate representative will be valid for all purposes notwithstanding any failure to follow such instructions
On a poll votes may be given personally or by proxy and a Member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way
The appointment of a proxy shall be in any usual or common form, or any other form which the Directors may approve
The signature, if applicable, on such appointment need not be witnessed
A proxy need not be a Member of the Company. A Member may appoint more than one proxy to attend and to speak and to vote on the same occasion, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the Member. Deposit or receipt of an appointment of a proxy shall not preclude a Member from attending and voting in person at the meeting or any adjournment thereof
not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument or (as the case may be) electronic communication proposes to vote, or, in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll at which it is to be used, and in default the appointment of proxy shall not be treated as valid
In calculating the time periods mentioned in this Article 89(A) no account shall be taken of any part of a day that is not a working day
(B) Without limiting the foregoing, in relation to any shares which are held in uncertificated form, the Directors may from time to time permit appointments of a proxy to be made by an Uncertificated Proxy Instruction, (that is, a properly authenticated dematerialised instruction, and/or other instruction or notification, which is sent by means of the relevant system concerned and received by such participant in that system acting on behalf of the company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system concerned)), and may in a similar manner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means. Notwithstanding any other provision of these Articles, the Directors may in addition prescribe the method of determining the time at which any such properly authenticated dematerialised instruction (and/or other instruction or notification) is to be treated as received by the company or such participant. The Directors may treat any such Uncertificated Proxy Instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder
If two or more valid but differing appointments of proxy are delivered or (in the case of appointments in electronic form) received in accordance with Article 89 in respect of the same share for use at the same meeting, the one which is last delivered or received (regardless of its date, date of sending or the date of its execution) shall be treated as replacing and revoking the others as regards that share. If the Company is unable to determine which was delivered or received last, none of them shall be treated as valid in respect of that share
The appointment of a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting to which it relates. No appointment of a proxy shall be valid after the expiration of 12 months from the date of its deposit or receipt in accordance with Article 89(A) except at an adjourned meeting or on a poll demanded at a meeting or adjourned meeting in cases where the meeting was originally held within 12 months from that date
The appointment of a proxy to vote on a matter at a meeting of the Company shall be deemed to confer authority on the proxy to demand or join in demanding a poll on that matter
A vote given or poll demanded in accordance with the terms of an appointment or a proxy of by the duly authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or determination of the authority of the person voting or demanding a poll, provided that no intimation in writing of such death, insanity, revocation or determination shall have been received by the Company at the Office or such other place (if any) as is specified for depositing the instrument of proxy (or, where the appointment of the proxy is in electronic form, at the address at which such appointment was duly received) in accordance with Article 89 before the time for holding the meeting or adjourned meeting or the time appointed for taking a poll subsequently thereto at which such vote is given
Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person or persons to act as its representative or representatives at any meeting of the Company or of any class of Members of the Company. The person or persons so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member of the Company and such corporation 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. Where the corporation authorises more than one person, the provisions of section 323(3) and (4) of the Act apply
Unless and until the Company in General Meeting shall otherwise determine, the number of Directors shall be not less than two. The Company may by Ordinary Resolution from time to time vary the minimum number and/or maximum number of Directors
A Director shall not be required to hold any shares in the capital of the Company. A Director who is not a Member shall nevertheless be entitled to receive notice of and attend and speak at all General Meetings of the Company and all separate General Meetings of the holders of any class of shares of the Company
There shall not be an age limit for Directors
Subject to the provisions of the Statutes, a Director of the Company may be or continue as or become a director or other officer, employee or member of, or a party to any contract, transaction or arrangement with, or otherwise interested in, any body corporate in which the Company may be (directly or indirectly) interested as shareholder or otherwise or any parent undertaking or subsidiary undertaking of any parent undertaking of the Company, and no such Director shall, by reason of his office, be accountable to the Company for any remuneration or other benefits which derive from any such office or employment or from any contract, transaction or arrangement with, or from his membership or interest in, such other body corporate or undertaking. No such office, employment, contract, transaction or arrangement or interest shall be liable to be avoided on the ground of any such interest or benefit
Any Director who is appointed to any executive office or who serves on any committee or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, percentage of profits or otherwise as the Directors may determine
(A) Each Director shall have the power at any time to appoint as an alternate Director either (i) another Director or (ii) any other person approved for that purpose by a resolution of the Directors, and, at any time, to terminate such appointment. Every appointment and removal of an alternate Director shall be in writing signed by the appointor and (subject to any approval required) shall (unless the Directors agree otherwise) only take effect upon receipt of such written appointment or removal at the Office or at a meeting of the Directors or in the case of an appointment or removal in electronic form, at such address (if any) as specified by the Company for such purpose. An alternate Director shall not be required to hold any shares in the capital of the Company and shall not be counted in reckoning the maximum and minimum numbers of Directors allowed or required by Article 95
all as shown in the latest audited consolidated balance sheet of the Group but after -
but "monies borrowed" shall be deemed not to include -
When the aggregate amount of monies borrowed required to be taken into account for the purposes of this Article on any particular day is being ascertained, any of such monies denominated or repayable (or repayable at the option of any person other than the Company or any subsidiary undertaking) in a currency other than sterling shall be translated for the purpose of calculating the sterling equivalent at the rate(s) of exchange prevailing on that day in London or on the last business day six months before such day if thereby such aggregate amount would be less (and so that for this purpose the rate of exchange prevailing shall be taken as the spot rate in London quoted at or about 11.00 a.m. on the day in question by a London clearing bank approved by the Directors, as being the rate for the purchase by the Company of the amount of the currency in question in sterling)
In establishing the amount of all monies borrowed by the Group referred to in this Article there shall be set off against the aggregate amount of monies borrowed all cash at bank and in hand, cash deposits, certificates of deposit of governments and companies and securities of governments owned by the Company or any of its subsidiary undertakings
(D) A certificate or report by the Auditors as to the amount of the limit in paragraph (B) of this Article or the aggregate amount of monies borrowed falling to be taken into account under paragraph (C) of this Article or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times or during any period shall be conclusive evidence of such amount or fact for the purposes of this Article
No lender or other person dealing with the Company or any of its subsidiary undertakings shall 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 except in the case of express notice to the lender or the recipient of the security at the time when the debt was incurred or security given that the said limit has been or would thereby be exceeded
(E) In this Article "subsidiary undertaking" means a subsidiary undertaking of the Company which is required by the Statutes to be included in consolidated group accounts
The business of the Company shall be managed by the Directors, who may exercise all the powers of the Company subject, nevertheless, to the provisions of these Articles and of the Statutes, and to such directions as may be given by the Company in General Meeting by Special Resolution provided that no alteration of these Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if such alteration had not been made or such direction had not been given. The general powers conferred upon the Directors by this Article shall not be deemed to be abridged or restricted by any specific power conferred upon the Directors by any other Article
otherwise in relation to or in connection with their duties, powers or offices in relation to the Company or any such other body, fund, trust, scheme or arrangement
(C) Without prejudice to any other provisions of these Articles, the Directors may exercise all the powers of the Company to establish, maintain, and contribute to any scheme for encouraging or facilitating the holding of shares in the Company or in any connected company by or for the benefit of current or former Directors of the Company or any connected company or any company otherwise allied or associated with the Company or connected company or the spouses, civil partners, former spouses, former civil partners, families, connections or dependants of any such persons and, in connection with any such scheme, to establish, maintain and contribute to a trust for the purpose of acquiring and holding shares in the Company or any connected company and to lend money to the trustees of any such trust or to any individual referred to above
The Directors may make such arrangements as they think fit for the management and transaction of the Company's affairs in the United Kingdom and elsewhere and may from time to time and at any time establish any local boards or agencies for managing any of the affairs of the Company in any specified locality, and may appoint any persons to be members of such local board, or any managers or agents, and may fix their remuneration And the Directors from time to time, and at any time, may delegate to any person so appointed any of the powers, authorities, and discretions for the time being vested in the Directors (other than the powers of borrowing and of making calls) with power to subdelegate, and may authorise the member for the time being of any such local board, or any of them, to fill up any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit, and the Directors may at any time remove any person so appointed, and may annul or vary any such delegation
The Directors may from time to time and at any time by power of attorney or otherwise appoint any body corporate, firm or person or body of persons, to be the attorney or attorneys or agent or agents of the Company for such purposes and with such powers, authorities and discretions and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointments 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 discretions vested in him
The Company may exercise the powers conferred by the Statutes with regard to having an official seal for use abroad and the powers conferred by the Statutes with regard to having an official seal for sealing securities and for sealing documents creating or evidencing securities, and such powers shall be vested in the Directors
The Company may exercise the powers conferred upon the Company by the Statutes with regard to the keeping of an overseas branch register, and the Directors may (subject to the provisions of the Statutes) make and vary such regulations as they may think fit respecting the keeping of any such register
for so long as he reasonably believes such conflict of interest (or possible conflict of interest) subsists
The Directors may exercise or procure the exercise of the voting rights conferred by the shares in any other body corporate held or owned by the Company or any power of appointment in relation to any other body corporate, and may exercise any voting rights or power of appointment to which they are entitled as directors of such other body corporate, in such manner as they shall in their absolute discretion think fit, including the exercise thereof in favour of appointing themselves or any of them as directors, officers or servants of such other body corporate, and fixing their remuneration as such, and may vote as Directors of the Company in connection with any of the matters aforesaid
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for monies 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 tune to time determine
The Directors shall cause minutes to be recorded -
It shall not be necessary for Directors present at any meeting of Directors or a committee of the Directors to sign their names in any Minute Book or other book kept for recording attendance. Minutes recorded as aforesaid, if purporting to be signed by the Chairman of the meeting, or by the Chairman of the next succeeding such meeting, shall be receivable as evidence of the matters stated in such minutes
The office of a Director shall be vacated in any of the following events, namely -
At each Annual General Meeting, every Director shall retire from office. A retiring Director shall be eligible for re-appointment. A Director retiring at a meeting shall, if he is not reappointed at such meeting, retain office until the meeting appoints someone in his place, or if it does not do so, until the conclusion of such meeting
A single resolution for the appointment of two or more persons as Directors shall not be put at any General Meeting, unless an Ordinary Resolution that it shall be so put has first been agreed to by the meeting without any vote being given against it
No person other than a Director retiring at the meeting shall, unless recommended by the Directors, be eligible for appointment to the office of Director at any General Meeting unless not less than seven or more than 42 days before the date appointed for the meeting there shall have been left at the Office notice in writing, signed by a Member duly qualified to attend and vote at such meeting, of his intention to propose such person for appointment, and also notice in writing signed by that person of his willingness to be appointed
Subject to Article 117, the Company may from time to time by Ordinary Resolution appoint a person who is willing to act to be a Director either to fill a casual vacancy or as an additional Director
The Directors shall have power at any time, and from time to time, to appoint any person to be a Director of the Company, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the maximum number, if any, fixed by or pursuant to these Articles. Any Director so appointed shall hold office only until the next following Annual General Meeting, and shall then be eligible for reappointment. If not reappointed at such meeting, he shall vacate office at the conclusion thereof
The Company may by Ordinary Resolution, of which special notice has been given in accordance with the provisions of the Statutes, remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company
Subject to Article 117, the Company may by Ordinary Resolution appoint another person in place of a Director removed from office under the immediately preceding Article
The Directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Without prejudice to the foregoing, all or any of the Directors or of the members of any committee of the Directors may participate in a meeting of the Directors or of that committee (a) by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other and address each other or (b) by a succession of telephone calls to Directors from the Chairman of the meeting following disclosure to them of all material points. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly. Such a meeting shall be deemed to take place in (a) where the largest group of those participating is assembled, or, if there is no such group, where the Chairman of the meeting is then present and in (b) where the Chairman of the meeting is present. The word "meeting" in these Articles shall be construed accordingly
The Directors may determine the quorum necessary for the transaction of business. Until otherwise determined two Directors shall constitute a quorum. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. It shall not be necessary, to give notice of a meeting of Directors to a Director who is not within the United Kingdom. Any Director may waive notice of any meeting and any such waiver may be retrospective
Notice of a meeting of Directors shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the Company for this purpose or sent in electronic form to such address (if any) for the time being specified by him or on his behalf to the Company for that purpose. A Director absent or intending to be absent from the United Kingdom may request the Directors that notices of meetings of Directors shall during his absence be sent in writing to him at his last known address or any other address given by him to the Company for this purpose, whether or not out of the United Kingdom, or be sent by electronic means to such address (if any) for the time being notified by him to the Company for that purpose
The continuing Directors or sole continuing Director may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a General Meeting of the Company, but for no other purpose
The Directors may elect one of their number as Chairman of their meetings, and one of their number to be the Deputy Chairman and may at any time remove either of them from such office, but if no such Chairman or Deputy Chairman be elected, or if at any meeting neither the Chairman nor the Deputy Chairman is present within five minutes after the time appointed for holding the same meeting and willing to act, the Directors present shall choose one of their number to be Chairman of such meeting
The Directors may delegate any of their powers or discretions (including without prejudice to the generality of the foregoing all powers and discretions whose exercise involves or may involve any payment to or the conferring of any other benefit on all or any of the Directors) to committees consisting of one or more members of their body and (if thought fit) one or more other persons co-opted as hereinafter provided. In so far as any such power or discretion is delegated to a committee, any reference in these Articles to the exercise by the Directors of such power or discretion shall be read and construed as if it were a reference to the exercise of such power or discretion by such committee. Any committee so formed shall in the exercise of the powers and discretions so delegated conform to any regulations that may from time to time be imposed by the Directors in default of which the meetings and proceedings of a committee consisting of more than one member shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings and meetings of the Directors Any such regulations may provide for or authorise the co-option to the committee of persons other than Directors and for such co-opted members to have voting rights as members of the committee. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more Directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers and discretions delegated and may be made subject to such conditions as the Directors may specify, and may be revoked or altered
All acts done by any meeting of the Directors or of a committee of the Directors or by any person acting as a Director or as a member of a committee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment or continuance in office of any of the persons acting as aforesaid, or that any of such persons were disqualified from holding office or not entitled to vote, or had in any way vacated office, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified and had continued to be a Director or member of the committee and was entitled to vote
A resolution in writing, signed or otherwise agreed to by all those Directors for the time being entitled to receive notice of meetings of Directors or by all the members of a committee for the time being entitled to receive notice of a committee meeting (in each case) who would have been entitled to vote on a resolution at a meeting of the Directors and such committees shall be as valid and effective for all purposes as a resolution passed at a meeting duly convened and held, and may consist of two or more documents in like form each signed or agreed to by one or more of the Directors or members of such committee, provided that all those signing or agreeing to the resolution would have formed a quorum at such a meeting. Such a resolution in writing need not be signed or agreed to by an alternate Director if it is signed or agreed to by the Director who appointed him
Subject to the provisions of the Statutes, the Directors may from time to time appoint one or more of their body to the office of Managing Director or to hold such other Executive Office in relation to the management of the business of the Company as they may decide, for such period and on such terms as they think fit, and, subject to the terms of any service contract entered into in any particular case and without prejudice to any claim for damages such Director may have for breach of any such service contract, may revoke such appointment. Without prejudice to any claim for damages such Director may have for breach of any service contract between him and the Company, his appointment shall be automatically determined if he ceases from any cause to be a Director
The salary or remuneration of any Managing Director or such Executive Director of the Company shall, subject as provided in any contract, be such as the Directors may from time to time determine, and may either be a fixed sum of money, or may altogether or in part be governed by the business done or profits made, and may include the making of provisions for the payment to him, his widow or other dependants, of a pension on retirement from the office or employment to which he is appointed and for the participation in pension and life assurance and other benefits, or may be upon such other terms as the Directors determine
The Directors may entrust to and confer upon a Managing Director or such Executive Director any of the powers and discretions exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers and discretions, and may from time to time revoke, withdraw, alter or vary all or any of such powers or discretions. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more Directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers and discretions delegated and may be made subject to such conditions as the Directors may specify and may be revoked or altered
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 think fit, and any Secretary may be removed by them
The Directors shall provide for the safe custody of the Seal and any official seal kept under Section 50 of the Act, and neither shall be used without the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf. Every instrument to which either shall be affixed shall be signed autographically by one Director and the Secretary or by two Directors or as otherwise determined by the Directors save that as regards any certificates for shares or debentures or other securities of the Company the Directors may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some mechanical of electronic method or other means
The Directors may from time to time set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable 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 part of any special funds into which the reserve may have been divided as they think fit. The Directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide
The Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by the Directors
Subject to the provisions of the Statutes, the Directors -
If the Directors act in good faith, they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer in consequence of the payment of an interim dividend on any shares having non-preferred or deferred rights
No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of the Statutes which apply to the Company. Subject to the terms of issue of any share, dividends may be declared or paid in any currency or currencies determined by the Directors, and the Directors may decide the basis of conversion for any currency conversion that may be required and how any costs involved are to be met
Subject to the Statutes, and the rights of persons, if any, entitled to shares with any priority, preference or special rights as to dividend, all dividends shall be declared and paid according to the amounts paid up on the shares in respect whereof the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purpose of this Article as paid up on the share. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as if paid up in full or in part from a particular date, whether past or future, such share shall rank for dividend accordingly
Any General Meeting declaring a dividend may, upon the recommendation of the Directors, direct payment of such dividend wholly or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other body corporate, and the Directors shall give effect to such direction. Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Directors
Subject to Article 53 and Article 144-
(A) all dividends and other distributions shall be paid (subject to any lien of the Company) to those Members whose names shall be on the Register at the date at which such dividend shall be declared or at such other time and/or date as the Company by Ordinary Resolution or the Directors may determine
The Directors may for this purpose decide that different methods of payment may apply to different distribution recipients or groups of distribution recipients
then the dividend or other distribution shall be treated as unclaimed for the purposes of these Articles
In these Articles, "the distribution recipient" means, in respect of a share in respect of which a dividend or other monies is payable-
Subject to the rights attaching to, or the terms of issue of, any shares, no dividend or other monies payable on or in respect of a share shall bear interest against the Company
All dividends, or other sums payable on or in respect of a share that are unclaimed may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. All dividends unclaimed for a period of 12 years or more after they became due for payment shall be forfeited and shall revert to the Company. The payment of any unclaimed dividend, or other sum payable by the Company on or in respect of any share, into a separate account shall not constitute the Company a trustee thereof. Regardless of whether the Company exercises its power of sale in respect of a share pursuant to Article 53, any dividend payable in respect of the share outstanding at the time of the exercise of the power of sale is forfeited and shall belong to the Company, and the Company will not be obliged to account, nor be liable in any respect, to the former Member or person who may or would have been entitled to the share by law for that dividend. Any dividend declared will be subject to this Article whether or not such conditionality is provided for
Subject to the provisions of Article 146, the Directors may capitalise any part of the amount for the time being standing to the credit of any of the Company's reserve accounts (including any share premium account, capital redemption reserve and redenomination reserve) or to the credit of the profit and loss or retained earnings account (in each case, whether or not such amounts are available for distribution), and appropriate the sum resolved to be capitalised either -
(a) to the holders of Ordinary Shares (on the Register at such time on such date as may be specified in, or determined as provided in, the resolution of the General Meeting granting authority for such capitalisation) who would have been entitled thereto if distributed by way of dividend and in the same proportions (including, for this purpose, any shares in the Company held as treasury shares, as if the restriction on payment of dividends in the Statutes did not apply), and the Directors shall apply such sum on their behalf either in or towards paying up any amounts, if any, for the time being unpaid on any shares held by such holders of Ordinary Shares respectively or in paying up in full at par new shares or debentures of the Company to be allotted credited as fully paid up to such holders of Ordinary Shares in the proportions aforesaid, or partly in the one way and partly in the other; or
(b) to such holders of Ordinary Shares who may, in relation to any dividend or dividends, validly accept an offer or offers on such terms and conditions as the Directors may determine (and subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with legal or practical problems in respect of overseas shareholders or in respect of shares represented by depository receipts) to receive new Ordinary Shares, credited as fully paid up, in lieu of the whole or any part of any such dividend or dividends (any such offer being called a "Scrip Dividend Offer"), and the Directors shall apply such sum on their behalf in paying up in full at par new shares (in accordance with the terms, conditions and exclusions or other arrangements of the Scrip Dividend Offer) to be allotted credited as fully paid up to such holders respectively
Whenever a capitalisation requires to be effected, the Directors may do all acts and things which they may consider necessary or expedient to give effect thereto, with full power to the Directors to make such provision as they think fit for the case of shares or debentures becoming distributable in fractions (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the Members concerned) and also to authorise any person to enter on behalf of all Members concerned into an agreement with the Company providing for any such capitalisation and matters incidental thereto, and any agreement made under such authority shall be effective and binding on all concerned
The Directors shall cause accounting records to be kept in accordance with the provisions of the Statutes
The accounting records shall be kept at the Office or, subject to the provisions of the Statutes, at such other place or places as the Directors think fit, and shall always be open to the inspection of the officers of the Company
The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book of document of the Company except as conferred by statute or authorised by the Directors or by the Company in General Meeting
Auditors shall be appointed and their duties regulated in accordance with the provisions of the Statutes
A Member who has no registered address within the United Kingdom and has not supplied to the Company an address (not being an address for communication by electronic means) within the United Kingdom at which notices or other documents or information may be given to him, shall not be entitled to receive any notice or other documents or information from the Company
Where a notice or other document or information is given, sent, supplied, delivered or provided by the Company by post, service of the notice or other document or information shall be deemed to be effected by properly addressing, prepaying, and posting it, or a letter containing the notice or other document or information, and to have been effected at the latest within 24 hours after posting if first class post was used and within 48 hours after posting if first class post was not used after the letter containing the same is posted, and in proving such service it shall be sufficient to prove that the notice, document or information, or the letter containing the same, was properly addressed and put in the post with postage paid. Where a notice or other document or information is given, sent, supplied, delivered of provided by the Company by electronic means, service of the notice or other document or information shall be deemed to be effected by sending it by electronic means to an address for the time being notified to the person giving the notice or other document or information or as otherwise permitted by the Statutes for that purpose, and to have been effected at the latest at the expiration of 24 hours from when it was sent (even if the Company subsequently sends a hard copy of such notice, document or information by post). In proving service by electronic means it shall be sufficient to prove that the notice or other document or information was properly addressed, subject to the provisions of section 1147(4) of the Act as to deemed delivery of documents or information by means of a website
A notice or other document or information may be given, sent, supplied, delivered or provided by the Company to the joint holders of a share by giving, sending, supplying, delivering or providing the notice or other document or information to the joint holder first named in the Register in respect of the share Anything to be agreed or specified by joint holders of a share may be agreed or specified by any of the joint holders (and any such agreement or specification shall be deemed for all purposes to be agreed or specified by all the joint holders) unless the Directors require it to be agreed or specified by all the joint holders or by the joint holder first named in the Register in respect of the share
A notice or other document or information may be given, sent, supplied, delivered or provided by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a Member or otherwise by operation of law by giving, sending, supplying, delivering or providing it addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description to the address, if any, within the United Kingdom supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so supplied) by giving, sending, supplying, delivering or providing the notice or other document or information in any manner in which the same might have been given, sent, supplied, delivered or provided if the death or bankruptcy or other event had not occurred
(a) Notwithstanding anything in these Articles to the contrary any notice or other document or information to be given, sent, supplied, delivered or provided to any person by the Company whether pursuant to these Articles, the Statutes or otherwise, is to be treated as given, sent, supplied, delivered or provided where it is made available on a website, or is sent in electronic form, in the manner provided by the Act for the purposes of the Act (subject to the provisions of these Articles)
For the purposes of paragraph 10(2)(6) of schedule 5 to the Act, the Company may give, send, supply, deliver or provide documents or information to Members by making them available on a website
For the purposes of paragraph 6 1 8R(1) of the Disclosure Rules and Transparency Rules, the Company may use electronic means (as defined therein) to convey information or documents to Members or holders of debt securities (as defined herein)
(b) The Directors may from time to time make such arrangements or regulations (if any) as they may from time to time in their absolute discretion think fit in relation to the giving of notices or other documents or information by electronic means by or to the Company and otherwise for the purpose of implementing and/or supplementing the provisions of these Articles, the Statutes in relation to electronic means, and such arrangements and regulations (as the case may be) shall have the same effect as if set out in this Article
The power conferred upon the Company by Section 247 of the Act, to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or any subsidiary, shall only be exercised by the Company with the prior sanction of a Special Resolution. If at any time the capital of the Company is divided into different classes of shares, the exercise of such power as aforesaid shall be deemed to be a variation of the rights attached to each class of shares in issue and shall accordingly require either (i) the prior consent in writing of the holders of at least three quarters of the nominal value of the issued shares or (ii) the prior sanction of an Extraordinary Resolution passed at a separate General Meeting of the holders of the shares, of each class, in accordance with the provisions of Article 20 hereof
If the Company shall be wound up, the Liquidator may, subject to the Statutes, with the sanction of a Special Resolution of the Company and any other sanction of required by the Statutes, divide among the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The Liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the Liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any shares or other securities or other assets whereon there is any liability
Subject to the provisions of the Statutes (but so that this Article does not extend to any matter insofar as it would cause this Article or any part of it to be void under the Statutes) but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every person who is or was at any time a Director or other officer of the Company or any Group Company (as defined in Article 104(B)) (excluding the Auditors) may be indemnified out of the assets of the Company against all costs, charges, expenses, losses or liabilities (together "Liabilities") which he may sustain or incur in or about the actual or purported execution and/or discharge of his duties (including those duties, powers and discretions in relation to any Group Company (as defined in Article 104(B)) or any company that is a trustee of an occupational pension scheme (as defined in section 235(6) of the Act)) and/or the actual or purported exercise of his powers or discretions and/or otherwise in relation thereto or in connection therewith, including (without prejudice to the generality of the foregoing) any Liability suffered or incurred by him in disputing, defending, investigating or providing evidence in connection with any actual or threatened or alleged claims, demands, investigations or proceedings, whether civil, criminal or regulatory or in connection with any application under section 661(3) or (4) or section 1157 of the Act
The Company may also, subject to the provisions of the Statutes, provide funds to any Director or other officer of the Company or of any Group Company (as defined in Article 104(B)) or do anything to enable a Director or other such officer to avoid incurring expenditure to the extent permitted in the Statutes
The liability of the members is limited to the amount, if any, unpaid on the shares in the Company respectively held by them
The Company may change its name by resolution of the Directors
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