Regulatory Filings • Apr 4, 2023
Regulatory Filings
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COMPANY NO. 05393279
of
Rentokil Initial plc
(Adopted by special resolution passed on 9 May 2018[●])
| PRELIMINARY | 4 |
|---|---|
| SHARE CAPITAL |
7 |
| VARIATION OF RIGHTS |
10 |
| SHARE CERTIFICATES |
10 |
| LIEN | 11 |
| CALLS ON SHARES |
12 |
| FORFEITURE AND SURRENDER |
13 |
| TRANSFER OF SHARES |
14 |
| TRANSMISSION OF SHARES |
15 |
| ALTERATION OF SHARE CAPITAL |
16 |
| GENERAL MEETINGS |
16 |
| NOTICE OF GENERAL MEETINGS |
17 |
| PROCEEDINGS AT GENERAL MEETINGS |
20 |
| VOTES OF MEMBERS |
24 |
| PROXIES AND CORPORATE REPRESENTATIVES |
26 |
| NUMBER OF DIRECTORS |
30 |
| APPOINTMENT AND RETIREMENT OF DIRECTORS |
30 |
| ALTERNATE DIRECTORS |
32 |
| POWERS OF THE BOARD |
33 |
| DELEGATION OF POWERS OF THE BOARD |
33 |
| BORROWING POWERS |
34 |
| DISQUALIFICATION AND REMOVAL OF DIRECTORS |
37 |
| NON-EXECUTIVE DIRECTORS |
38 |
| DIRECTORS' EXPENSES | 39 |
| EXECUTIVE DIRECTORS |
39 |
| DIRECTORS' INTERESTS | 39 |
| GRATUITIES, PENSIONS, INDEMNITIES AND INSURANCE |
42 |
| PROCEEDINGS OF THE BOARD |
43 |
| SECRETARY | 46 |
| MINUTES | 46 |
| THE SEAL |
47 |
| REGISTERS | 47 |
|---|---|
| DIVIDENDS | 48 |
| CAPITALISATION OF PROFITS AND RESERVES |
52 |
| RECORD DATES |
54 |
| ACCOUNTS | 54 |
| COMMUNICATIONS | 55 |
| INFORMATION RIGHTS |
58 |
| DESTRUCTION OF DOCUMENTS |
58 |
| UNTRACED SHAREHOLDERS |
59 |
| WINDING UP |
60 |
of
(Adopted by special resolution passed on 9 May 2018[●])
Act means the Companies Act 2006 including any modification or re-enactment of it for the time being in force;
Articles means these articles of association as altered from time to time by special resolution;
auditors means the auditors of the Company;
the board means the directors or any of them acting as the board of directors of the Company;
certificated share means a share in the capital of the Company that is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly;
clear days in relation to the sending of a notice means the period excluding the day on which a notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
director means a director of the Company;
dividend means dividend or bonus;
entitled by transmission means, in relation to a share in the capital of the Company, entitled as a consequence of the death or bankruptcy of the holder or otherwise by operation of law;
holder in relation to a share in the capital of the Company means the member whose name is entered in the register as the holder of that share;
member means a member of the Company;
office means the registered office of the Company;
paid means paid or credited as paid;
recognised person means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, each of which terms has the meaning given to it by section 778 of the Act;
register means either or both of the issuer register of members and the Operator register of members of the Company;
Regulations means the Uncertificated Securities Regulations 2001 including any modification or re-enactment of them for the time being in force;
seal means the common seal of the Company and includes any official seal kept by the Company by virtue of section 49 or 50 of the Act;
secretary means the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the duties of the secretary;
uncertificated share means (subject to Regulation 42(11)(a) of the Regulations) a share in the capital of the Company title to which is recorded on the Operator register of members of the Company and which may, by virtue of the Regulations, be transferred by means of a relevant system and references in these Articles to a share being held in uncertificated form shall be construed accordingly; and
United Kingdom means Great Britain and Northern Ireland.
Construction
References to a document or information being sent, supplied or given to or by a person mean such document or information, or a copy of such document or information, being sent, supplied, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these Articles, and sending, supplying and giving shall be construed accordingly.
References to writing mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and written shall be construed accordingly.
Nothing in these Articles shall preclude the holding and conducting of a meeting in such a way that persons who are not present together at the same place may by electronic means attend and speak and vote at it.
References to a person's participation in the business of any general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Acts or these Articles to be made available at the meeting and participate and participating shall be construed accordingly.
References to electronic facility mean a device, system, procedure, method or facility providing an electronic means of attendance at or participation in (or both attendance at and participation in) a general meeting determined by the board pursuant to Article 60.
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 denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include corporations.
Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Act have the same meaning as in the Act (but excluding any modification of the Act not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.
Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Regulations have the same meaning as in the Regulations (but excluding any modification of the Regulations not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.
Subject to the preceding two paragraphs, references to any provision of any enactment or of any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) include any modification or re-enactment of that provision for the time being in force.
Headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles.
In these Articles, (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word board in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more directors, any director, any other officer of the Company and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated; (c) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.
The liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.
Subject to the provisions of the Companies Acts and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the board shall determine.
Subject to the provisions of the Regulations, the board may permit the holding of shares in any class of shares in uncertificated form and the transfer of title to shares in that class by means of a relevant system and may determine that any class of shares shall cease to be a participating security.
Shares in the capital of the Company that fall within a certain class shall not form a separate class of shares from other shares in that class because any share in that class: Not separate class of shares
(a) is held in uncertificated form; or
(b) is permitted in accordance with the Regulations to become a participating security.
Where any class of shares is a participating security and the Company is entitled under any provision of the Companies Acts, the Regulations or these Articles to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over a share held in uncertificated form, the Company shall be entitled, subject to the provisions of the Companies Acts, the Regulations, these Articles and the facilities and requirements of the relevant system:
(a) to require the holder of that uncertificated share by notice to change that share into certificated form within the period specified in the notice and to hold that share in certificated form so long as required by the Company;
Limited liability and share capital
Shares with special rights
Uncertificated shares
Exercise of Company's entitlements in respect of uncertificated share
The board is empowered for each prescribed period to allot equity securities for cash pursuant to the authority conferred by Article 9 as if section 561 of the Act did not apply to any such allotment, provided that its power shall be limited to:
(a) the allotment of equity securities in connection with a pre-emptive issue; and
(b) the allotment (otherwise than pursuant to Article 10(a)) of equity securities up to an aggregate nominal amount equal to the section 561 amount.
Before the expiry of a prescribed period the Company may make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after such expiry. The board may allot shares, or grant rights to subscribe for or convert any security into shares, in pursuance of that offer or agreement as if the prescribed period during which that offer or agreement was made had not expired. Allotment after expiry
prescribed period means any period for which the authority conferred by Article 9 is given by ordinary or special resolution stating the section 551 amount and/or the power conferred by Article 10 is given by special resolution stating the section 561 amount;
pre-emptive issue means an offer of equity securities to ordinary shareholders or an invitation to ordinary shareholders to apply to subscribe for equity securities and, if in accordance with their rights the board so determines, holders of other equity securities of any class (whether by way of rights issue, open offer or otherwise) where the equity securities respectively attributable to the interests of ordinary shareholders or holders of other equity securities, if applicable are proportionate (as nearly as practicable) to the respective numbers of ordinary shares or other equity securities, as the case may be held by them, but subject to such exclusions or other arrangements as the board may deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any regulatory body or stock exchange;
section 551 amount means, for any prescribed period, the amount stated in the relevant ordinary or special resolution; and
section 561 amount means, for any prescribed period, the amount stated in the relevant
Section 551 authority
Section 561 disapplication special resolution.
Residual allotment powers
Subject to the provisions of the Companies Acts relating to authority, pre-emption rights or otherwise and of any resolution of the Company in general meeting passed pursuant to those provisions, and, in the case of redeemable shares, the provisions of Article 15:
(a) all unissued shares for the time being in the capital of the Company shall be at the disposal of the board; and
The board may determine the terms, conditions and manner of redemption of shares provided that it does so before the shares are allotted.
of several documents, each executed or authenticated in such manner as the board may approve by or on behalf of one or more holders, or a combination of both; or
(b) with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class,
but not otherwise.
When rights deemed to be varied
For the purposes of Article 19, if at any time the capital of the Company is divided into different classes of shares, unless otherwise expressly provided by the rights attached to any share or class of shares, those rights shall be deemed to be varied by:
(a) the reduction of the capital paid up on that share or class of shares otherwise than by a purchase or redemption by the Company of its own shares; and
but shall not be deemed to be varied by:
Every member, on becoming the holder of any certificated share (except a recognised person in respect of whom the Company is not required by law to complete and have ready for delivery a certificate) shall be entitled, without payment, to one certificate for all the certificated shares of each class held by himthem (and, on transferring a part of histheir holding of certificated shares of any class, to a certificate for the balance of histheir holding of certificated shares). HeThey may elect to receive one or more additional certificates for any of histheir certificated shares if he paysthey pay for every certificate after the first a reasonable sum determined from time to time by the board. Every certificate shall:
(a) be executed under the seal or otherwise in accordance with Article 172 or in such other manner as the board may approve; and
The Company shall not be bound to issue more than one certificate for certificated shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. Shares of different classes may not be included in
Members' rights to certificates the same certificate.
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys payable to the Company (whether presently or not) in respect of that share. The board may at any time (generally or in a particular case) waive any lien or declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien on a share shall extend to any amount (including without limitation dividends) payable in respect of it.
The Company may sell, in such manner as the board determines, any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after notice has been sent to the holder of the share, or to the person entitled to it by transmission, demanding payment and stating that if the notice is not complied with the share may be sold. Enforcement of lien by sale
To give effect to that sale the board may, if the share is a certificated share, authorise any person to execute an instrument of transfer in respect of the share sold to, or in accordance with the directions of, the buyer. If the share is an uncertificated share, the board may exercise any of the Company's powers under Article 8 to effect the sale of the share to, or in accordance with the directions of, the buyer. The buyer shall not be bound to see to the application of the purchase money and histheir title to the share shall not be affected by any irregularity in or invalidity of the proceedings in relation to the sale. Giving effect to
The net proceeds of the sale, after payment of the costs, shall be applied in or towards payment or satisfaction of so much of the sum in respect of which the lien exists as is presently payable. Any residue shall (if the share sold is a certificated share, on surrender to the Company for cancellation of the certificate in respect of the share sold and, whether the share sold is a certificated or uncertificated share, subject to a like lien for any moneys not presently payable as existed on the share before the sale) be paid to the person entitled to the share at the date of the sale. Application of proceeds
Company to have lien on shares
sale
Power to make calls
| FORFEITURE AND SURRENDER |
|
|---|---|
| Payment of calls in advance |
33. The board may, if it thinks fit, receive from any member all or any part of the moneys uncalled and unpaid on any share held by himthe member. Such payment in advance of calls shall extinguish the liability on the share in respect of which it is made to the extent of the payment. The Company may pay on all or any of the moneys so advanced (until they would but for such advance become presently payable) interest at such rate agreed between the board and the member not exceeding (unless the Company by ordinary resolution otherwise directs) 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act). |
| Differentiation on calls |
32. Subject to the terms of allotment, the board may make arrangements on the issue of shares for a difference between the allottees or holders in the amounts and times of payment of calls on their shares. |
| Deemed calls | 31. An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and notified and payable on the date so fixed or in accordance with the terms of the allotment. If it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified. |
| Interest payable | 30. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid. Interest shall be paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, the rate determined by the board, not exceeding 15 per cent. per annum, or, if higher, the appropriate rate (as defined in the Act), but the board may in respect of any individual member waive payment of such interest wholly or in part. |
| Liability of joint holders |
29. The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it. |
| Time when call made |
28. A call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed. |
| person on whom a call is made shall remain liable for calls made on himthem even if the shares in respect of which the call was made are subsequently transferred. |
Notice requiring payment of call
Forfeiture for non-compliance 34. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable, the board may give to the person from whom it is due not less than 14 clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.
If that notice is not complied with, any share in respect of which it was sent may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the board. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited share which have not been paid before the forfeiture. When a share has been forfeited, notice of the forfeiture shall be sent to the person who was the holder of the share before the forfeiture. Where the forfeited share is held in certificated form, an entry shall be made promptly in the register opposite the entry of the share showing that notice has been sent, that the share has been forfeited and the date of forfeiture. No forfeiture shall be invalidated by the omission or neglect to send that notice or to make those entries.
Subject to the provisions of the Companies Acts, a forfeited share shall be deemed to belong to the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the board determines, either to the person who was the holder before the forfeiture or to any other person. At any time before sale, re-allotment or other disposal, the forfeiture may be cancelled on such terms as the board thinks fit. Where for the purposes of its disposal a forfeited share held in certificated form is to be transferred to any person, the board may authorise any person to execute an instrument of transfer of the share to that person. Where for the purposes of its disposal a forfeited share held in uncertificated form is to be transferred to any person, the board may exercise any of the Company's powers under Article 8. The Company may receive the consideration given for the share on its disposal and may register the transferee as holder of the share. Sale of forfeited shares
A person shall cease to be a member in respect of any share which has been forfeited and shall, if the share is a certificated share, surrender the certificate for any forfeited share to the Company for cancellation. The person shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by himthem to the Company in respect of that share with interest on that amount at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the rate determined by the board, not exceeding 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act), from the date of forfeiture until payment. The board may waive payment wholly or in part or enforce payment without any allowance for the value of the share at the time of forfeiture or for any consideration received on its disposal. Liability following forfeiture
The board may accept the surrender of any share which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited. Surrender
The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the person whose share is forfeited and the Company, except only those rights and liabilities expressly saved by these Articles, or as are given or imposed in the case of past members by the Companies Acts.
A statutory declaration by a director or the secretary that a share has been duly forfeited or surrendered on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject if necessary to the execution of an instrument of transfer or transfer by means of the relevant system, as the case may be) constitute a good title to the share. The person to whom the share is disposed of shall not be bound to see to the application of the purchase money, if any, and histheir title to the share shall not be affected by any surrender
Extinction of rights
Evidence of forfeiture or irregularity in, or invalidity of, the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.
Without prejudice to any power of the Company to register as shareholder a person to whom the right to any share has been transmitted by operation of law, the instrument of transfer of a certificated share may be in any usual form or in any other form which the board may approve. An instrument of transfer shall be signedexecuted by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. An instrument of transfer need not be under seal.
The board may, in its absolute discretion and without giving any reason, refuse to register the transfer of a certificated share which is not fully paid, provided that the refusal does not prevent dealings in shares in the Company from taking place on an open and proper basis.
The board may also refuse to register the transfer of a certificated share unless the instrument of transfer:
(a) is lodged, duly stamped (if stampable), at the office or at another place appointed by the board accompanied by the certificate for the share to which it relates and such other evidence as the board may reasonably require to show the right of the transferor to make the transfer;
(c) is in favour of not more than four transferees.
In the case of a transfer of a certificated share by a recognised person, the lodging of a share certificate will only be necessary if and to the extent that a certificate has been issued in respect of the share in question.
If the board refuses to register a transfer of a share in certificated form, it shall send the transferee notice of its refusal within two months after the date on which the instrument of transfer was lodged with the Company.
No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to a share.
The Company shall be entitled to retain an instrument of transfer which is registered, but an instrument of transfer which the board refuses to register shall be returned to the person lodging it when notice of the refusal is sent.
Form and execution of transfer of certificated share
Transfers of partly paid certificated shares
Invalid transfers of certificated shares
Transfers by recognised persons
Notice of refusal to register
No fee payable on registration
Retention of transfers
Transmission
deceased member (whether a sole or joint holder) from any liability in respect of any share held by himthat member.
A person becoming entitled by transmission to a share may, on production of any evidence as to histheir entitlement properly required by the board, elect either to become the holder of the share or to have another person nominated by himthem registered as the transferee. If hethe person elects to become the holder hethey shall send notice to the Company to that effect. If hethe person elects to have another person registered and the share is a certificated share, hethey shall execute an instrument of transfer of the share to that person. If hethe person elects to have himself orbe registered or have another person registered and the share is an uncertificated share, hethey shall take any action the board may require (including without limitation the execution of any document and the giving of any instruction by means of a relevant system) to enable himselfthe person or that other person to be registered as the holder of the share. All the provisions of these Articles relating to the transfer of shares apply to that notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member or other event giving rise to the transmission had not occurred.
The board may at any time send a notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, the board may after the expiry of that period withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.
A person becoming entitled by transmission to a share shall, on production of any evidence as to histheir entitlement properly required by the board and subject to the requirements of Article 49, have the same rights in relation to the share as hethe person would have had if hethey were the holder of the share, subject to Article 182. That person may give a discharge for all dividends and other moneys payable in respect of the share, but hethey shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any meeting of the Company or to receive notice of, or to attend or vote at, any separate meeting of the holders of any class of shares in the capital of the Company.
All shares created by increase of the Company's share capital, by consolidation, division, or sub-division of its share capital or the conversion of stock into paid-up shares shall be:
(a) subject to all the provisions of these Articles, including without limitation provisions relating to payment of calls, lien, forfeiture, transfer and transmission; and
(b) unclassified, unless otherwise provided by these Articles, by the resolution creating the shares or by the terms of allotment of the shares.
Whenever any fractions arise as a result of a consolidation or sub-division of shares, the board may on behalf of the members deal with the fractions as it thinks fit. In particular, without limitation, the board may sell shares representing fractions to which any members would otherwise become entitled to any person (including, subject to the
Elections required
Elections permitted
Rights of persons entitled by transmission
New shares subject to these Articles
Fractions arising
provisions of the Companies Acts, the Company) and distribute the net proceeds of sale in due proportion among those members. Where the shares to be sold are held in certificated form the board may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the buyer. Where the shares to be sold are held in uncertificated form, the board may do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the buyer. The buyer shall not be bound to see to the application of the purchase moneys and histhe buyer's title to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in relation to the sale.
The board shall convene and the Company shall hold general meetings as annual general meetings in accordance with the requirements of the Companies Acts. Annual general meetings
For the purposes of this Article, where a person is present by proxy or proxies, he isthey are treated only as holding the shares in respect of which those proxies are authorised to exercise voting rights.
The board may call general meetings whenever and at such times and places as it shall determine. On the requisition of members pursuant to the provisions of the Companies Acts, the board shall promptly convene a general meeting in accordance with the requirements of the Companies Acts. If there are insufficient directors in the United Kingdom to call a general meeting any director of the Company may call a general meeting, but where no director is willing or able to do so, any two members of the Company may summon a meeting for the purpose of appointing one or more directors.
The board shall determine in relation to each general meeting the 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, in addition to simultaneous attendance and participation at a physical place (or places, by way of satellite meetings in accordance with Article 63) anywhere in the world determined by it, by means of electronic facility or facilities determined by it in accordance with Article 63.
Convening general meetings
An annual general meeting shall be called by at least 21 clear days' notice. Subject to the provisions of the Companies Acts, all other general meetings may be called by at least 14 clear days' notice. Period of notice
Contents of notice: additional requirements
Article 65 arrangements
General meetings at more than one place and/or by means of electronic facilities
In the case of an annual general meeting, the notice shall specify the meeting as such. In the case of a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution.
The notice shall specify any arrangements made for the purpose of Article 65 (making clear that participation in those arrangements will not amount to attendance at the meeting to which the notice relates).
The board (or the chairmanchair of the meeting in the case of an adjourned meeting) shall determine the means, or all different means, of attendance and participation used in relation to a general meeting and may resolve to enable persons entitled to attend and participate in a general meeting (or an adjourned general meeting, as the case may be) to do so by simultaneous attendance and participation:
(a) at one or more satellite meeting places anywhere in the world; and/or
The members present in person or by proxy at satellite meeting places or by means of electronic facility or facilities 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 chairmanchair of the general meeting is satisfied that the facilities provided by or on behalf of the Company are available throughout the general meeting to ensure that members attending at all the meeting places and by means of electronic facility or facilities are able to:
(e) be heard by all other persons present at the meeting.
The inability of any member present in person or by proxy at such a satellite meeting or by means of such electronic facility to participate in the business for which the meeting has been convened, hear all persons who speak at the meeting or be heard by all other persons present at the meeting on account of a breakdown in electronic facilities shall not in any way affect the validity of the proceedings of the meeting. The chairmanchair of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.
If it appears to the chairmanchair of the general meeting that the facilities at the principal meeting place or any satellite meeting place or any electronic facility have become inadequate for the purposes referred to in Article 63, then the chairmanchair may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid. The provisions of Article 77 shall apply to that adjournment.
The board may make arrangements for persons entitled to attend a general meeting or an adjourned general meeting to be able to view and hear the proceedings of the general meeting or adjourned general meeting and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. Those attending at any such venue shall not be regarded as present at the general meeting or adjourned general meeting and shall not be entitled to vote at the meeting at or from that venue. The inability for any reason of any member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting.
The board may from time to time make any arrangements for controlling the level of attendance at any venue for which arrangements have been made pursuant to Article 65 (including without limitation the issue of tickets or the imposition of some other means of selection) it in its absolute discretion considers appropriate, and may from time to time change those arrangements. If a member, pursuant to those arrangements, is not entitled to attend in person or by proxy at a particular venue, hethe member shall be entitled to attend in person or by proxy at any other venue for which arrangements have been made pursuant to Article 65. The entitlement of any member to be present at such venue in person or by proxy shall be subject to any such arrangement then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting.
If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the board decides in its absolute discretion that it is impracticable or unreasonable, for a reason beyond its control, to hold the meeting at the declared place (or any of the declared places, in the case of a meeting in relation to which the board has resolved to enable participation and attendance by way of satellite meetings in accordance with Article 63) and/or by means of a declared electronic facility, and/or at the declared time, it may change the place (or any of the places, in the case of a meeting in relation to which the board has resolved to enable participation and attendance by way of satellite meetings in accordance with Article 63) and/or electronic facility, and/or postpone the time at which the meeting is to
Interruption or adjournment where facilities inadequate
Other arrangements for viewing and hearing proceedings
Controlling level of attendance
Change in place and/or time of meeting
be held. If such a decision is made, the board may then change again the place (or any of the places, in the case of a meeting in relation to which the board has resolved to enable participation and attendance by way of satellite meetings in accordance with Article 63) and/or electronic facility and/or postpone the time if it decides that it is reasonable to do so. In any case:
(b) a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, be delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 103(a) or, if in electronic form, be received at the address (if any) specified by or on behalf of the Company in accordance with Article 103(b), at any time not less than 48 hours before the postponed time appointed for holding the meeting provided that the board may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day.
For the purposes of Articles 63, 64, 65, 66 and 67 the right of a member to participate in the business of any general meeting shall include without limitation the right to speak, vote on a show of hands, vote on a poll, be represented by a proxy and have access to all documents which are required by the Companies Acts or these Articles to be made available at the meeting.
The accidental omission to send a notice of a meeting or resolution, or to send any notification where required by the Companies Acts or these Articles in relation to the publication of a notice of meeting on a website, or to send a form of proxy where required by the Companies Acts or these Articles, to any person entitled to receive it, or the non-receipt for any reason of any such notice, resolution or notification or form of proxy by that person, whether or not the Company is aware of such omission or non-receipt, shall not invalidate the proceedings at that meeting.
The board (and, at any general meeting, the chairmanchair) may make any arrangement and impose any requirement or restriction it or he considersthey consider appropriate to ensure the security of a general meeting held at a physical place, or the health, safety or security of those attending the meeting at a physical place, including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The board and, at any general meeting, the
Meaning of participate
Accidental omission to send notice etc.
Security, health and safety at physical meetings
chairmanchair are entitled to refuse entry to a person who refuses to comply with these arrangements, requirements or restrictions.
If a general meeting is held partly by means of electronic facility or facilities, the board (and, at a general meeting, the chairmanchair) may make any arrangement and impose any requirement or restriction that is:
(a) necessary to ensure the identification of those taking part and the security of the electronic communication; and
No business shall be dealt with at any general meeting unless a quorum is present, but the absence of a quorum shall not preclude the choice or appointment of a chairmanchair, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Articles, two qualifying persons present at a meeting and entitled to vote on the business to be dealt with are a quorum, unless.
(a) each is a qualifying person only because he isthey are authorised under the Companies Acts to act as a representative of a corporation in relation to the meeting, and they are representatives of the same corporation; or
For the purposes of this Article a "qualifying person" means (i) an individual who is a member of the Company, (ii) a person authorised under the Companies Acts to act as a representative of the corporation in relation to the meeting, or (iii) a person appointed as proxy of a member in relation to the meeting.
If such a quorum is not present within five minutes (or such longer time not exceeding 30 minutes as the chairmanchair of the meeting may decide to wait) from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved, and in any other case shall stand adjourned to such time and with such means of attendance and participation (including at such place and/or by means of such electronic facility)as the chairmanchair of the meeting may, subject to the provisions of the Companies Acts, determine. The adjourned meeting shall be dissolved if a quorum is not present within 15 minutes after the time appointed for holding the meeting.
The chairmanchair, if any, of the board or, in histheir absence from the principal place of meeting, any deputy chairmanchair of the Company or, in histheir absence from the principal place of meeting, some other director nominated by the board, shall preside as chairmanchair of the meeting. If neither the chairmanchair, deputy chairmanchair nor such other director (if any) is present at the principal place of meeting within five minutes after the time appointed for holding the meeting or is not willing to act as chairmanchair, the directors present at the principal place of meeting shall elect one of their number to be chairmanchair. If there is only one director present at the principal place of meeting and willing to act, hethey shall be chairmanchair. If no director is willing to act as ChairmanChair
Security at electronic meetings
Quorum
If quorum not present
20
chairmanchair, or if no director is present at the principal place of meeting within five minutes after the time appointed for holding the meeting, the members at the principal place of meeting present in person or by proxy and entitled to vote shall choose a member present at the principal place of meeting in person to be chairmanchair.
Directors entitled to speak
Adjournment: chairman'schai r's powers
Adjournment: procedures
class of shares in the capital of the Company. 76. The chairmanchair may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place. In addition (and without prejudice to the chairman'schair's power to adjourn a meeting conferred by Article 64), the chairmanchair may adjourn the meeting to another time and place without such consent if it appears to himthem that it would facilitate the conduct of the business of the meeting to do so.
Amendments to resolutions
(a) at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered (which, if the board so specifies, shall be calculated taking no account of any part of a day that is not a working day), notice of the terms of the amendment and the intention to move it has been delivered in hard copy form to the office or to such other place as may be specified by or on behalf of the Company for that purpose, or received in electronic form at such address (if any) for the time being specified by or on behalf of the Company for that purpose, or
(b) the chairman in hischair in their absolute discretion decides that the amendment may be considered and voted on.
A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall, unless the chairmanchair of the meeting determines that it shall (subject to the remainder of this Article) be decided on a show of hands, be decided on a poll. Subject thereto, a resolution put to the vote at a general meeting shall be decided on a show of hands unless before, or on the declaration of the result of, a vote on the show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded. Subject to the provisions of the Companies Acts, a poll may be demanded by:
(a) the chairmanchair of the meeting; or
The appointment of a proxy to vote on a matter at a meeting authorises the proxy to demand, or join in demanding, a poll on that matter. In applying the provisions of this Article, a demand by a proxy counts (i) for the purposes of paragraph (b) of this Article, as a demand by the member, (ii) for the purposes of paragraph (c) of this Article, as a demand by a member representing the voting rights that the proxy is authorised to exercise, and (iii) for the purposes of paragraph (d) of this Article, as a demand by a member holding the shares to which those rights are attached.
Withdrawal of demand for poll
Methods of voting
demand for a poll is withdrawn, the chairmanchair or any other member entitled may demand a poll.
Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective. Effectiveness of special resolutions
Votes of joint holders
(b) on a poll every member present in person or by proxy shall have one vote for every share of which he isthey are the holder.
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the register.
A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by histhe member's receiver, curator bonis or other person authorised for that purpose appointed by that court or official. That receiver, curator bonis or other person may, on a show of hands or on a poll, vote by proxy. The right to vote shall be exercisable only if evidence satisfactory to the board of the authority of the person claiming to exercise the right to vote has been delivered to the office, or another place specified in accordance with these Articles for the Member under incapacity
delivery of proxy appointments, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised provided that the Company may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day.
Section 793 of the Act: restrictions if in default
If at any time the board is satisfied that any member, or any other person appearing to be interested in shares held by such member, has been duly served with a notice under section 793 of the Act (a section 793 notice) and is in default for the prescribed period in supplying to the Company the information thereby required, or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the board may, in its absolute discretion at any time thereafter by notice (a direction notice) to such member direct that:
(a) in respect of the shares in relation to which the default occurred (the default shares, which expression includes any shares issued after the date of the section 793 notice in respect of those shares) the member shall not be entitled to attend or vote either personally or by proxy at a general meeting or at a separate meeting of the holders of that class of shares or on a poll; and
(ii) no transfer of any default share shall be registered unless:
The Company shall send the direction notice to each other person appearing to be interested in the default shares, but the failure or omission by the Company to do so shall Copy of notice to interested
not invalidate such notice.
Any direction notice shall cease to have effect not more than seven days after the earlier of receipt by the Company of:
(a) a notice of an approved transfer, but only in relation to the shares transferred; or
The Company may exercise any of its powers under Article 8 in respect of any default share that is held in uncertificated form.
If any votes are counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting, or at any adjournment of the meeting, and, in the opinion of the Errors in voting
Board may cancel
restrictions Conversion of uncertificated shares
When restrictions cease to have effect
Supplementary provisions
chairmanchair, it is of sufficient magnitude to vitiate the result of the voting.
Objection to voting
Voting: additional provisions
Appointment of proxy: form
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or poll at which the vote objected to is tendered. Every vote not disallowed at such meeting shall be valid and every vote not counted which ought to have been counted shall be disregarded. Any objection made in due time shall be referred to the chairmanchair whose decision shall be final and conclusive.
On a poll, a member entitled to more than one vote need not, if he votesthey vote, use all histheir votes or cast all the votes he usesthey use in the same way.
The appointment of a proxy shall be made in writing and shall be in any usual form or in any other form which the board may approve. Subject thereto, the appointment of a proxy may be:
(a) in hard copy form; or
The board may, if it thinks fit, but subject to the provisions of the Companies Acts, at the Company's expense send hard copy forms of proxy for use at the meeting and issue invitations in electronic form to appoint a proxy in relation to the meeting in such form as may be approved by the board. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. A member may appoint more than one proxy to attend on the same occasion, provided that each such proxy is appointed to exercise the rights attached to a different share or shares held by that member. Proxies: other provisions
Without prejudice to Article 67(b) or to the second sentence of Article 77, the appointment of a proxy shall: Delivery/receipt
(a) if in hard copy form, be delivered by hand or by post to the office or such other place within the United Kingdom and by such time as may be specified by or on behalf of the Company for that purpose:
provided that:
Execution of proxy
of proxy appointment
provided that:
In calculating the periods mentioned in this Article, the board may specify, in any case,
that no account shall be taken of any part of a day that is not a working day.
Authentication of proxy appointment not made by holder
Where the appointment of a proxy is expressed to have been or purports to have been made, sent or supplied by a person on behalf of the holder of a share:
(a) the Company may treat the appointment as sufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder;
(c) whether or not a request under Article 104(b) has been made or complied with, the Company may determine that it has insufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder and may treat the appointment as invalid.
A proxy appointment which is not delivered or received in accordance with Article 103 shall be invalid. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one that was last delivered or received shall be treated as replacing or revoking the others as regards that share, provided that if the Company determines that it has insufficient evidence to decide whether or not a proxy appointment is in respect of the same share, it shall be entitled to determine which proxy appointment (if any) is to be treated as valid. Subject to the Companies Acts, the Company may determine at its discretion when a proxy appointment shall be treated as delivered or received for the purposes of these Articles.
The Company shall not be required to check that a proxy or corporate representative votes in accordance with any instructions given by the member by whom he or she isthey are appointed. Any failure to vote as instructed shall not invalidate the proceedings on the resolution.
A proxy appointment shall be deemed to entitle the proxy to exercise all or any of the appointing member's rights to attend and to speak and vote at a meeting of the Company. The proxy appointment shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates. Rights of proxy
Any corporation which is a member of the Company (in this Article the grantor) may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any separate meeting of the holders of any class of shares. A person so authorised shall be entitled to exercise the same power on behalf of the grantor as the grantor could exercise if it were an individual member of the Company, save that a director, the secretary or other person authorised for the purpose by the secretary may require such person to produce a certified copy of the resolution of authorisation before permitting himthe person to exercise histheir powers. The grantor shall for the purposes of these Articles be deemed to be representatives
Validity of proxy appointment
Corporate
present in person at any such meeting if a person so authorised is present at it.
Revocation of authority
The termination of the authority of a person to act as a proxy or duly authorised representative of a corporation does not affect:
(a) whether he countsthey count in deciding whether there is a quorum at a meeting;
unless notice of the termination was either delivered or received as mentioned in the following sentence at least three hours before the start of the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Such notice of termination shall be either by means of a document in hard copy form delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 103(a)or in electronic form received at the address (if any) specified by or on behalf of the Company in accordance with Article 103(b), regardless of whether any relevant proxy appointment was effected in hard copy form or in electronic form.
At every annual general meeting all the directors at the date of the notice convening the annual general meeting shall retire from office.
If the Company does not fill the vacancy at the meeting at which a director retires, the retiring director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the director is put to the meeting and lost.
No person other than a retiring director shall be appointed a director at any general meeting unless:
(a) hethe person is recommended by the board; or
Limits on number of directors
Number of directors to retire
When director deemed to be re-appointedbe re-appointed be re-appointed
Eligibility for election
together with notice by that person of histheir willingness to be appointed.
Provision if insufficient directors appointed
all retiring directors who stood for re-appointment at that meeting (the Retiring Directors) shall be deemed to have been re-appointed as directors and shall remain in office, but the Retiring Directors may only:
but not for any other purpose.
The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in Article 114, and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of directors is fewer than any minimum number of directors required under Article 110, the provisions of Article 114 and this Article shall also apply to that meeting. Provisions for general meeting
Except as otherwise authorised by the Companies Acts, a motion for the appointment of two or more persons as directors by a single resolution shall not be made unless a resolution that it should be so made has first been agreed to by the meeting without any vote being given against it.
Subject as aforesaid, the Company may by ordinary resolution appoint a person who is willing to act to be a director either to fill a vacancy or as an additional director. The appointment of a person to fill a vacancy or as an additional director shall take effect from the end of the meeting.
The board may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director and in either case whether or not for a fixed term.
A director who retires at an annual general meeting may, if willing to act, be re-appointed. If he isthey are not re-appointed, hethey shall, unless Article 114 applies, retain office until the meeting appoints someone in histheir place, or if it does not do so, until the end of the meeting.
A director shall not be required to hold any shares in the capital of the Company by way of qualification.
Separate resolutions on appointment
Additional powers of the Company
Appointment by board
Position of retiring directors
No share qualification
Any director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the board and willing to act, to be an alternate director and may remove from office an alternate director so appointed by himthem.
An alternate director shall be entitled to receive notice of all meetings of the board and of all meetings of committees of the board of which histheir appointor is a member, to attend and vote at any such meeting at which histheir appointor is not personally present, and generally to perform all the functions of histheir appointor (except as regards power to appoint an alternate) as a director in histhe appointor's absence. It shall not be necessary to send notice of such a meeting to an alternate director who is absent from the United Kingdom.
A director or any other person may act as alternate director to represent more than one director, and an alternate director shall be entitled at meetings of the board or any committee of the board to one vote for every director whom he representsthey represent (and who is not present) in addition to histheir own vote (if any) as a director, but hethey shall count as only one for the purpose of determining whether a quorum is present.
An alternate director may be repaid by the Company such expenses as might properly have been repaid to himthem if hethey had been a director but shall not be entitled to receive any remuneration from the Company in respect of histheir services as an alternate director except such part (if any) of the remuneration otherwise payable to histheir appointor as such appointor may by notice to the Company from time to time direct. An alternate director shall be entitled to be indemnified by the Company to the same extent as if hethey were a director.
(c) if he resigns histhey resign their office by notice to the Company.
Any appointment or removal of an alternate director shall be by notice to the Company by the director making or revoking the appointment and shall take effect in accordance with the terms of the notice (subject to any approval required by Article 121) on receipt of such notice by the Company which shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the Company for that purpose.
Except as otherwise expressly provided in these Articles, an alternate director shall be deemed for all purposes to be a director. Accordingly, except where the context otherwise requires, a reference to a director shall be deemed to include a reference to an
Power to appoint alternates
Alternates entitled to receive notice
Alternates representing more than one director
Expenses and remuneration of alternates
Termination of appointment
Method of appointment and revocation
Alternate not an agent of appointor
alternate director. An alternate director shall alone be responsible for histheir own acts and defaults and he shall not be deemed to be the agent of the director appointing himtheir appointer.
Subject to the provisions of the Companies Acts and these Articles and to any directions given by special resolution, the business of the Company shall be managed by the board which may exercise all the powers of the Company, including without limitation the power to dispose of all or any part of the undertaking of the Company. No alteration of the Articles and no such direction shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the board by these Articles. A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.
The board may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including without limitation the exercise of that power in favour of any resolution appointing its members or any of them directors of such body corporate, or voting or providing for the payment of remuneration to the directors of such body corporate).
The board may delegate any of its powers to any committee consisting of one or more directors. The board may also delegate to any director holding any executive office such of its powers as the board considers desirable to be exercised by himthe director. 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 delegated and may be made subject to such conditions as the board may specify, and may be revoked or altered. The board may co-opt on to any such committee persons other than directors, who may enjoy voting rights in the committee. The co-opted members shall be less than one-half of the total membership of the committee and a resolution of any committee shall be effective only if:
(a) where the resolution is passed at a meeting of the committee, a majority of the members present are directors; and
Subject to any conditions imposed by the board, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of directors so far as they are capable of applying.
Business to be managed by board
Exercise by Company of voting rights
Committees of the board
Local boards etc.
exercisable by the board, with power to sub-delegate, and may authorise the members of any local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any appointment or delegation made pursuant to this Article may be made on such terms and subject to such conditions as the board may decide. The board may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.
The board may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes, with such powers, authorities and discretions (not exceeding those vested in the board) and on such conditions as the board determines, including without limitation authority for the agent to delegate all or any of histheir powers, authorities and discretions, and may revoke or vary such delegation.
The board may appoint any person to any office or employment having a designation or title including the word "director" or attach to any existing office or employment with the Company such a designation or title and may terminate any such appointment or the use of any such designation or title. The inclusion of the word "director" in the designation or title of any such office or employment shall not imply that the holder is a director of the Company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a director of the Company for any of the purposes of these Articles.
(B) The board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries so as to secure (as regards subsidiaries, so far as by such exercise it can secure) that, save with the previous sanction of an ordinary resolution of the Company, no money shall be borrowed if the aggregate principal amount (including any premium payable on final repayment) outstanding of all moneys borrowed by the Company and its subsidiaries (the Group and member of the Group shall be construed accordingly) then exceeds or would, as a result of such borrowing, exceed the higher of:
Power to borrow
Agents
Offices including title "director"
33
all as shown in the then latest audited unconsolidated balance sheet of the Company, but adjusted as may be necessary in respect of any variation in the paid up share capital or share premium account of the Company since the date of its latest audited balance sheet.
(C) A certificate or report by the auditors as to any amount required to be determined for the purpose 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, shall be conclusive evidence of such amount or fact for the purposes of this Article. Nevertheless, for the purposes of this Article, the board may at any time act in reliance on a bona fide estimate of all or any of the amounts required to be determined for the purposes of this Article and if in consequence the limit referred to in paragraph (B) above were inadvertently to be exceeded, an amount borrowed equal to the excess may be disregarded until the expiration of three months after the date on which by reason of a determination of the auditors or otherwise the board became aware that such limit had been exceeded.
(D) For the purposes of this Article, "moneys borrowed" or similar expression means the aggregate of the following: (i) outstanding principal amounts of all borrowings of the Group (ii) monies otherwise raised by the Group by way of acceptance credits (iii) the outstanding principal amount of the issue of any debenture, bond, note, loan stock or other security (iv) the aggregate amount of all guarantees, indemnities and other assurances against financial loss given by the Group to secure similar liabilities of any person not a member of the Group (v) the capitalised element of indebtedness under a finance lease or capital lease (vi) the outstanding principal amount of all moneys owing in connection with the sale or discounting of receivables (otherwise than on a non-recourse basis) (vii) the outstanding principal amount of any indebtedness arising from any deferred purchase agreements arranged primarily as a method of raising finance or financing the acquisition of an asset (viii) any fixed or minimum premium payable (as shown by the then latest audited consolidated balance sheet of the Group) on the repayment or redemption at its stated maturity of any instrument referred to in paragraph (iii) above; and (ix) the outstanding principal amount of any indebtedness arising in connection with any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing; less
Moody's Investors Service Limited of at least P-1 or the equivalent thereof;
all as determined in accordance with International Financial Reporting Standards and generally accepted accounting principles in England and Wales, as appropriate.
(E) No debt incurred or security given in respect of moneys borrowed or to be taken into account as moneys borrowed in excess of the limit referred to in paragraph (B) 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 limit hereby imposed had been or was thereby exceeded, but no lender or other person dealing with the Company shall be concerned to see or enquire whether such limit is observed.
(F) For the purpose of determining whether the limit imposed by this Article has been exceeded, the principal amount of any moneys borrowed expressed in a currency other than sterling shall be translated into sterling on the basis adopted for the translation of borrowings in the latest published audited consolidated accounts of the Company and no account shall be taken of subsequent fluctuations in the rates between sterling and the currency or currencies of the relevant moneys borrowed.
(G) Notwithstanding any provision contained in this Article no account shall be taken of any amount more than once in the determination of the amount of moneys borrowed in relation to the limits set out in this Article. If, in the determination of any such amount, the provisions of this Article may be applied to produce more than one amount, that provision which produces the higher amount shall apply to the exclusion of the other or others.
(H) Until an audited balance sheet of the Company shall have been audited and approved by the board, the restriction in sub paragraph (B)(b) shall not apply and, until such time, the words "the higher of" after "exceed" in paragraph (B) and the word "and" in sub paragraph (B)(a) shall also be treated as if they did not apply.
(g) that person has been absent for more than six consecutive months without permission of the board from meetings of the board held during that period and his or hertheir alternate director (if any) has not attended in his or hertheir place during that period and the board resolves that his or hertheir office be vacated.
The Company may, without prejudice to the provisions of the Companies Acts, by ordinary resolution remove any director from office (notwithstanding any provision of these Articles or of any agreement between the Company and such director, but without prejudice to any claim hethe director may have for damages for breach of any such agreement). No special notice need be given of any resolution to remove a director in
Disqualification as a director
Power of Company to remove director accordance with this Article and no director proposed to be removed in accordance with this Article has any special right to protest against histheir removal. The Company may, by ordinary resolution, appoint another person in place of a director removed from office in accordance with this Article. In default of such appointment the vacancy arising on the removal of a director from office may be filled as a casual vacancy.
Arrangements with non-executive directors
Ordinary remuneration 137. Subject to the provisions of the Companies Acts, the board may enter into, vary and terminate an agreement or arrangement with any director who does not hold executive office for the provision of histhe director's services to the Company. Subject to Article 138 and 139, any such agreement or arrangement may be made on such terms as the board determines.
The ordinary remuneration of the directors who do not hold executive office for their services (excluding amounts payable under any other provision of these Articles) shall not exceed in aggregate £1,000,000.001,500,000.00 per annum or such higher amount as the Company may from time to time by ordinary resolution determine. Subject thereto, each such director shall be paid a fee for their services (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the board.
Any director who does not hold executive office and who performs special services which in the opinion of the board are outside the scope of the ordinary duties of a director, may (without prejudice to the provisions of Article 138) be paid such extra remuneration by way of additional fee, salary, commission or otherwise as the board may determine.
Subject to the provisions of the Companies Acts, the board may appoint one or more of its body to be the holder of any executive office (except that of auditor) in the Company and may enter into an agreement or arrangement with any such director for histheir employment by the Company or for the provision by himthem of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made on such terms, including without limitation terms as to remuneration, as the board determines. The board may revoke or vary any such appointment but without prejudice to any rights or claims which the person whose appointment is revoked or varied may have against the Company because of the revocation or variation.
Any appointment of a director to an executive office shall terminate if he ceasesthey cease to be a director but without prejudice to any rights or claims which hethey may have against the Company by reason of such cessation. A director appointed Termination of appointment to executive office
Additional remuneration for special services
Directors may be paid expenses
Appointment to executive office
to an executive office shall not cease to be a director merely because histheir appointment to such executive office terminates.
144.
Emoluments to be determined by the board
(e) For the purposes of these Articles, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests.
Provided that he hasthey have disclosed to the board the nature and extent of histheir interest (unless the circumstances referred to in section 177(5) or section 177(6) of the Act apply, in which case no such disclosure is required), a director notwithstanding histheir office:
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;
Directors may contract with the Company
38
(c) may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested.
A director shall not, by reason of histheir office, be accountable to the Company for any remuneration or other benefit which he derivesthey derive from any office or employment or from any transaction or arrangement or from any interest in any body corporate:
(a) the acceptance, entry into or existence of which has been approved by the board pursuant to Article 144 (subject, in any such case, to any limits or conditions to which such approval was subject); or
nor shall the receipt of any such remuneration or other benefit constitute a breach of histheir duty under section 176 of the Act.
Any disclosure required by Article 145 may be made at a meeting of the board, by notice in writing or by general notice or otherwise in accordance with section 177 of the Act.
A director shall be under no duty to the Company with respect to any information which he obtains or hasthey obtain or have obtained otherwise than as a director of the Company and in respect of which he owesthey owe a duty of confidentiality to another person. However, to the extent that histhe director's relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this Article applies only if the existence of that relationship has been approved by the board pursuant to Article 144. In particular, the director shall not be in breach of the general duties he owesthey owe to the Company by virtue of sections 171 to 177 of the Act because he failsthey fail:
(a) to disclose any such information to the board or to any director or other officer or employee of the Company; and/or
(b) to use or apply any such information in performing histheir duties as a director of the Company.
Where the existence of a director's relationship with another person has been approved by the board pursuant to Article 144 and histheir relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he owesthey owe to the Company by virtue of sections 171 to 177 of the Act because hethey:
(a) absents himselfare absent from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or
Notification of interests
(b) makesmake arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser,
for so long as hethey reasonably believesbelieve such conflict of interest (or possible conflict of interest) subsists.
The provisions of Articles 148 and 149 are without prejudice to any equitable principle or rule of law which may excuse the director from:
(a) disclosing information, in circumstances where disclosure would otherwise be required under these Articles; or
- Without prejudice to any indemnity to which the person concerned may otherwise be entitled, every director or other officer of the Company (other than any person, whether an officer or not, engaged by the Company as auditor) shall be indemnified out of the assets of the Company against any liability incurred by himthem for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, provided that this Article shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this Article, or any element of it, to be treated as void under the Companies Acts.
(a) a director, officer, employee or auditor of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or
Indemnity to directors and officers
(b) a trustee of any pension fund in which employees of the Company or any other body referred to in paragraph (a) of this Article is or has been interested,
including without limitation insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of histheir duties or in the exercise or purported exercise of histheir powers or otherwise in relation to histheir duties, powers or offices in relation to the relevant body or fund.
No director or former director shall be accountable to the Company or the members for any benefit provided pursuant to these Articles. The receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.
Pursuant to section 247 of the Act, the board is hereby authorised to make such provision as may seem appropriate for the benefit of any persons employed or formerly employed by the Company or any of its subsidiary undertakings other than a director or former director or shadow director in connection with the cessation or the transfer of the whole or part of the undertaking of the Company or any subsidiary undertaking. Any such provision shall be made by a resolution of the board in accordance with section 247.
Subject to the provisions of these Articles, the board may regulate its proceedings as it thinks fit. A director may, and the secretary at the request of a director shall, call a meeting of the board by giving notice of the meeting to each director. Notice of a board meeting shall be deemed to be given to a director if it is given to himthem personally or by word of mouth or sent in hard copy form to himthem at histheir last known address or such other address (if any) as may for the time being be specified by himthem or on histheir behalf to the Company for that purpose, or sent in electronic form to such address (if any) for the time being specified by himthem or on histheir behalf to the Company for that purpose. A director absent or intending to be absent from the United Kingdom may request the board that notices of board meetings shall during histheir absence be sent in hard copy form or in electronic form to such address (if any) for the time being specified by himthem or on histheir behalf to the Company for that purpose, but such notices need not be sent any earlier than notices sent to directors not so absent and, if no such request is made to the board, it shall not be necessary to send notice of a board meeting to any director who is for the time being absent from the United Kingdom. No account is to be taken of directors absent from the United Kingdom when considering the adequacy of the period of notice of the meeting. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairmanchair shall have a second or casting vote. Any director may waive notice of a meeting and any such waiver may be retrospective. Any notice pursuant to this Article need not be in writing if the board so determines and any such determination may be retrospective.
The quorum for the transaction of the business of the board may be fixed by the board and unless so fixed at any other number shall be two. A person who holds office only as an alternate director may, if histheir appointor is not present, be counted in the quorum. Any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the Quorum
Directors not liable to account
Section 247 of the Companies Act
Convening meetings
board meeting if no director objects.
Powers of directors if number falls below minimum
ChairmanChair and deputy chairmanchair
Validity of acts of the board
Resolutions in writing
The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
The board may appoint one of their number to be the chairmanchair, and one of their number to be the deputy chairmanchair, of the board and may at any time remove either of them from such office. Unless he isthey are unwilling to do so, the director appointed as chairmanchair, or in histheir stead the director appointed as deputy chairmanchair, shall preside at every meeting of the board at which he isthey are present. If there is no director holding either of those offices, or if neither the chairmanchair nor the deputy chairmanchair is willing to preside or neither of them is present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairmanchair of the meeting.
All acts done by a meeting of the board, or of a committee of the board, or by a person acting as a director or alternate director, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or any member of the committee or alternate director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director or, as the case may be, an alternate director and had been entitled to vote.
A resolution in writing agreed to by all the directors entitled to receive notice of and vote at a meeting of the board or of a committee of the board (not being less than the number of directors required to form a quorum of the board) shall be as valid and effectual as if it had been passed at a meeting of the board or (as the case may be) a committee of the board duly convened and held. For this purpose:
(a) a director signifies histheir agreement to a proposed written resolution when the Company receives from himthem a document indicating histheir agreement to the resolution authenticated in the manner permitted by the Companies Acts for a document in the relevant form;
(d) if a director signifies histheir agreement to the proposed written resolution, an alternate director appointed by himthem need not also signify histheir agreement in that capacity.
Without prejudice to the first sentence of Article 156, a person entitled to be present at a meeting of the board or of a committee of the board shall be deemed to be present for all purposes if he isthey are able (directly or by electronic communication) to speak to and be heard by all those present or deemed to be present simultaneously. A
Meetings by telephone etc. director so deemed to be present shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where it is convened to be held or (if no director is present in that place) where the largest group of those participating is assembled, or, if there is no such group, where the chairmanchair of the meeting is. The word meeting in these Articles shall be construed accordingly.
Except as otherwise provided by these Articles, a director shall not vote at a meeting of the board or a committee of the board on any resolution of the board concerning a matter in which he hasthey have an interest (other than by virtue of histheir interests in shares or debentures or other securities of, or otherwise in or through, the Company) which can reasonably be regarded as likely to give rise to a conflict with the interests of the Company, unless histheir interest arises only because the resolution concerns one or more of the following matters:
(a) the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by himthem or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings;
Directors' power to vote on contracts in which they are interested
directors of the Company or for persons who include directors of the Company.
For the purposes of Article 163, in relation to an alternate director, an interest of histheir appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.
The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Articles prohibiting a director from voting at a meeting of directors or of a committee of directors.
Where proposals are under consideration concerning the appointment (including without limitation fixing or varying the terms of appointment) of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately. In such cases each of the directors concerned shall be entitled to vote in respect of each resolution except that concerning histheir own appointment.
If a question arises at a meeting of the board or of a committee of the board as to the entitlement of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairmanchair of the meeting and histhe chair's ruling in relation to any director other than himselfthe chair shall be final and conclusive except in a case where the nature or extent of the interests of the director concerned have not been fairly disclosed. If any such question arises in respect of the chairmanchair of the meeting, it shall be decided by resolution of the board (on which the chairmanchair shall not vote) and such resolution will be final and conclusive except in a case where the nature and extent of the interests of the chairmanchair have not been fairly disclosed.
The board shall cause minutes to be recorded for the purpose of:
(a) all appointments of officers made by the board; and
(b) all proceedings at meetings of the Company, the holders of any class of shares in the capital of the Company, the board and committees of the board, including the names of the directors present at each such meeting.
Any such minutes, if purporting to be authenticated by the chairmanchair of the meeting to which they relate or of the next meeting, shall be sufficient evidence of the proceedings at the meeting without any further proof of the facts stated in them.
Interests of connected person and alternate director
Division of proposals
Appointment and removal of secretary
Minutes required to be kept
Conclusiveness of minutes
The seal shall only be used by the authority of a resolution of the board. The board may determine who shall signattest any document executed under the seal. If they do not, it shall be signedattested by at least one director and the secretary or by at least two directors. Any document may be executed under the seal by impressing the seal by mechanical means or by printing the seal or a facsimile of it on the document or by applying the seal or a facsimile of it by any other means to the document. A document executed, with the authority of a resolution of the board, in any manner permitted by section 44(2) of the Act and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the seal.
The board may by resolution determine either generally or in any particular case that any certificate for shares or debentures or representing any other form of security may have any signatureattestation affixed to it by some mechanical or electronic means, or printed on it or, in the case of a certificate executed under the seal, need not bear any signatureattestation.
Subject to the provisions of the Companies Acts and the Regulations, the Company may keep an overseas or local or other register in any place, and the board may make, amend and revoke any regulations it thinks fit about the keeping of that register.
Any director or the secretary or any other person appointed by the board for the purpose shall have power to authenticate and certify as true copies of and extracts from:
(a) any document comprising or affecting the constitution of the Company, whether in hard copy form or electronic form;
If certified in this way, a document purporting to be a copy of a resolution, or the minutes or an extract from the minutes of a meeting of the Company, the holders of any class of shares in the capital of the Company, the board or a committee of the board, whether in hard copy form or electronic form, shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolution was duly passed or that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.
Certificates for shares and debentures
Authority required for execution of deed
Overseas and local registers
Authentication and certification of copies and extracts
no dividend shall exceed the amount recommended by the board.
Subject to the provisions of the Companies Acts, the board may pay interim dividends if it appears to the board that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the board may:
(a) pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear; and
If the board acts in good faith it shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
Dividends may be declared and paid in any currency or currencies that the board shall determine. The board may also determine the exchange rate and the relevant date for determining the value of the dividend in any currency.
Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid; but no amount paid on a share in advance of the date on which a call is payable shall be treated for the purpose of this Article as paid 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 allotted or issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.
A general meeting declaring a dividend may, on the recommendation of the board, by ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of assets, including without limitation paid up shares or debentures of another body corporate. The board may make any arrangements it thinks fit to settle any difficulty arising in connection with the distribution, including without limitation (a) the fixing of the value for distribution of any assets, (b) the payment of cash to any member on the basis of that value in order to adjust the rights of members, and (c) the vesting of any asset in a trustee.
The board may, if authorised by an ordinary resolution of the Company (the Resolution), offer any holder of shares the right to elect to receive shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of all or any dividend specified by the Resolution. The offer shall be on the terms and conditions and be made in the manner specified in Article 181 or, subject to those
Declaration and payment in different currencies
Interim dividends
Apportionment of dividends
Dividends in specie
Scrip dividends: authorising resolution
provisions, specified in the Resolution.
The following provisions shall apply to the Resolution and any offer made pursuant to it and Article 180.
(a) The Resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period.
but shall never be less than the par value of the new share.
A certificate or report by the auditors as to the value of a new share in respect of any dividend shall be conclusive evidence of that value.
Scrip dividends: procedures available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to each holder of elected shares as is arrived at on the basis stated in paragraph (b) of this Article.
(j) The board may, at its discretion, amend, suspend or terminate any offer pursuant to this Article.
The board may deduct from any dividend or other moneys payable to any member in respect of a share any moneys presently payable by himthem to the Company in respect of that share. Where a person is entitled by transmission to a share, the board may retain any dividend payable in respect of that share until that person (or that person's transferee) becomes the holder of that share.
Any dividend or other moneys payable in respect of a share may be paid (whether in sterling or foreign currency) by such method or combination of methods as the board, in its absolute discretion, may decide. Different methods of payment may apply to different holders or groups of holders. Without limiting any other method of payment that the board may decide, the board may decide that payment shall be made wholly or partly:
(a) by inter-bank transfer or by electronic means or by any other means to an account (of a type approved by the board) nominated by the holder in writing or in such other manner as the board may decide; or
Permitted deductions and retentions
Procedure for payment to holders and others entitled order of the holder.
Election if more than one payment method available
If the board decides in accordance with Article 183 that more than one method of payment of a dividend or other moneys payable in respect of a share may be used to pay any holder or group of holders, the Company may notify the relevant holders:
(a) of the methods of payment decided by the board; and
and if any holder does not nominate a method of payment pursuant to paragraph (b) of this Article, the dividend or other moneys may be paid by such method as the board may decide.
- If the board decides that a payment of a dividend or other moneys payable in respect of a share to any holder or group of holders shall be made to an account (of a type approved by the board) nominated by the holder, but any holder does not nominate such an account, or does not provide the details necessary to enable the Company to make a payment to the nominated account, or a payment to the nominated account is rejected or refunded, the Company shall treat the payment as an unclaimed dividend and Article 192 shall apply.
Without prejudice to Article 182, if a person is entitled by transmission to a share, the Company may, for the purposes of Articles 183, 184 and 186, rely in relation to the share on histheir written direction, designation or agreement, or notice to the Company.
If two or more persons are registered as joint holders of any share, or are entitled by transmission jointly to a share, the Company may (without prejudice to Article 182):
(a) pay any dividend or other moneys payable in respect of the share to any one of them and any one of them may give effectual receipt for that payment; and
Failure to nominate an account
Entitlement by transmission
Joint entitlement
(d) in any case, to such person and to such address as the person entitled to payment may direct by notice to the Company.
Payment of a cheque or warrant or any similar financial instrument by the bank on which it was drawn or the transfer of funds by the bank instructed to make the transfer or, payment by electronic means or by any other means approved by the board directly to an account (of a type approved by the board), or, in respect of an uncertificated share, the making of payment in accordance with the facilities and requirements of the relevant system (which, if the relevant system is CREST, may include the sending by the Company or by any person on its behalf of an instruction to the Operator of the relevant system to credit the cash memorandum account of the holder or joint holders or, if permitted by the Company, of such person as the holder or joint holders may in writing direct) shall be a good discharge to the Company. Every cheque or warrant or similar financial instrument sent, or transfer of funds or payment made, in accordance with these Articles shall be at the risk of the holder or person entitled. The Company shall have no responsibility for any sums lost or delayed in the course of payment by any method used by the Company in accordance with Article 183.
No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.
AnyThe amount of any unclaimed dividend, or any amount treated as an unclaimed dividend pursuant to Article 186, or any other moneys payable in respect of a share, that has or have remained unclaimed for six years from the date when it became due for payment shall, if the board so resolves, be forfeited and cease to remain owing by the Company. Any such sumsare unclaimed, may (but need not) be paid by the Company into an account separate from the Company's own account. Such payment shall not constitute the Company a trustee in respect of it. The Company shall be entitled to cease sending dividend warrants, cheques and similar financial instruments by post or otherwise to a member if those instruments have been returned undelivered to, or left uncashed by, that member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish the member's new address. The entitlement conferred on the Company by this Article in respect of any member shall cease if the member claims a dividend or cashes a dividend warrant, cheque or similar financial instrument. Any dividend, or any amount treated as an unclaimed dividend pursuant to Article 186, or any other moneys payable in respect of a share shall be forfeited and cease to remain owing by the Company if:
(a) the dividend, amount or moneys has or have remained unclaimed for six years from the date when it or they became due for payment and the board so resolves; or
Discharge to Company and risk
Interest not payable
Forfeiture of unclaimed dividends or amounts treated as unclaimed
Power to capitalise or not they are available for distribution) or any sum standing to the credit of any reserve or other fund, including without limitation the Company's share premium account and capital redemption reserve, if any;
and any agreement made under that authority shall be binding on all such members;
payable if those treasury shares had been held by a person other than the Company.
Notwithstanding any other provision of these Articles, the Company or the board may: Record dates for dividends
(a) fix any date as the record date for any dividend, distribution, allotment or issue, which may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made;
No member shall (as such) have any right to inspect any accounting records or other book or document of the Company except as conferred by statute or authorised by the board or by ordinary resolution of the Company or order of a court of competent jurisdiction. inspect records
Subject to the Companies Acts, a copy of the Company's annual accounts and reports for that financial year shall, at least 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the provisions of the Companies Acts, be sent to every member and to every holder of the Company's debentures, and to every other person who is entitled to receive notice of meetings from the Company under the provisions of the Companies Acts or of these Articles or, in the case of joint holders of any share or debenture, to one of the joint holders. A copy need not be sent to a person for whom the Company does not have a current address.
Subject to the Companies Acts, the requirements of Article 196 shall be deemed satisfied in relation to any person by sending to the person, instead of such copies, a strategic report with supplementary material which shall be in the form and containing the information prescribed by the Companies Acts and any regulations made under the Companies Acts.
Rights to
etc.
Sending of annual accounts
Summary financial statements
52
Any notice to be sent to or by any person pursuant to these Articles (other than a notice calling a meeting of the board) shall be in writing.
Subject to Article 198 and unless otherwise provided by these Articles, the Company shall send or supply a document or information that is required or authorised to be sent or supplied to a member or any other person by the Company by a provision of the Companies Acts or pursuant to these Articles or to any other rules or regulations to which the Company may be subject in such form and by such means as it may in its absolute discretion determine provided that the provisions of the Act which apply to sending or supplying a document or information required or authorised to be sent or supplied by the Companies Acts shall, the necessary changes having been made, also apply to sending or supplying any document or information required or authorised to be sent by these Articles or any other rules or regulations to which the Company may be subject.
Subject to Article 198 and unless otherwise provided by these Articles, a member or a person entitled by transmission to a share shall send a document or information pursuant to these Articles to the Company in such form and by such means as it may in its absolute discretion determine provided that:
(a) the determined form and means are permitted by the Companies Acts for the purpose of sending or supplying a document or information of that type to a company pursuant to a provision of the Companies Acts; and
Unless otherwise provided by these Articles or required by the board, such document or information shall be authenticated in the manner specified by the Companies Acts for authentication of a document or information sent in the relevant form.
In the case of joint holders of a share any document or information shall be sent to the joint holder whose name stands first in the register in respect of the joint holding and any document or information so sent shall be deemed for all purposes sent to all the joint holders.
A member whose registered address is not within an EEA Statethe United Kingdom and who sends to the Company an address within an EEA Statethe United Kingdom at which a document or information may be sent to himthem shall be entitled to have the document or information sent to himthem at that address (provided that, in the case of a document or information sent by electronic means, including without limitation any notification required by the Companies Acts that the document or information is available on a website, the Company so agrees, which agreement the Company shall be entitled to withhold in its absolute discretion including, without limitation, in circumstances in which the Company considers that the sending of the document or information to such address using electronic means would or might infringe the laws of any other jurisdiction) but otherwise: no such member shall be entitled to receive any document or information from the Company.
When notice required to be in writing
Methods of Company sending notice
Methods of member etc. sending document or information
Notice to joint holders
Registered address outside EEAthe United Kingdom
(b) without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting.
A member present, either personally or by proxy, at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called.
The board may from time to time issue, endorse or adopt terms and conditions relating to the use of electronic means for the sending of notices, other documents and proxy appointments by the Company to members or persons entitled by transmission and by members or persons entitled by transmission to the Company.
A document or information may be sent or supplied by the Company to the person or persons entitled by transmission to a share by sending it in any manner the Company may choose authorised by these Articles for the sending of a document or information to a member, addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any similar description at the address (if any) in the United Kingdom as may be supplied for that purpose by or on behalf of the person or persons claiming to be so entitled. Until such an address has been supplied, a document or information may be sent in any manner in which it might have been sent if the death or bankruptcy or other event giving rise to the transmission had not occurred.
Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before histhat person's name is entered in the register, has been sent to a person from whom hethat person derives histheir title, provided that no person who becomes entitled by transmission to a share shall be bound by any direction notice sent under Article 90 to a person from whom he derives histhey derive their title.
Proof that a document or information was properly addressed, prepaid and posted shall be conclusive evidence that the document or information was sent. A document or information sent by the Company to a member by post shall be deemed to have been received:
(a) if sent by first class post or special delivery post from an address in the United Kingdom to another address in the United Kingdom, or by a postal service similar to first class post or special delivery post from an address in another country to another address in that other country, on the day following that on which the document or information was posted;
Deemed receipt of notice
Terms and conditions for electronic communications
Notice to persons entitled by transmission
Transferees etc. bound by prior notice
Proof of sending/when notices etc. deemed sent by post
(c) in any other case, on the second day following that on which the document or information was posted.
When notices etc. deemed sent by electronic means 208. Proof that a document or information sent or supplied by electronic means was properly addressed shall be conclusive evidence that the document or information was sent or supplied. A document or information sent or supplied by the Company to a member in electronic form shall be deemed to have been received by the member on the day following that on which the document or information was sent to the member. Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member.
A document or information sent or supplied by the Company to a member by means of a website shall be deemed to have been received by the member:
(a) when the document or information was first made available on the website; or
(b) if later, when the member is deemed by Articles 207 or 208 to have received notice of the fact that the document or information was available on the website. Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member.
A member shall not be entitled to receive any document or information that is required or authorised to be sent or supplied to the member by the Company by a provision of the Companies Acts or pursuant to these Articles or to any other rules or regulations to which the Company may be subject if documents or information sent or supplied to that member by post in accordance with the Articles have been returned undelivered to the Company:
(a) on at least two consecutive occasions; or
Without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting.
Subject to Article 202, a member to whom this Article applies shall become entitled to receive such documents or information when the member has given the Company an address to which they may be sent or supplied.
When notices etc. deemed sent by website
Notice during disruption of services
advertisement for the purpose of this Article shall be advertised in at least one newspaper having a national circulation. If advertised in more than one newspaper, the advertisements shall appear on the same date. Such notice shall be deemed to have been sent to all persons who are entitled to have notice of meetings sent to them on the day when the advertisement appears. In any such case, the Company shall send confirmatory copies of the notice by post, if at least seven days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.
Power of Company to destroy documents
Presumption in relation to destroyed documents
(d) every other document destroyed in accordance with Article 213 was a valid and effective document in accordance with its recorded particulars in the books or records of the Company,
but:
The Company shall be entitled to sell, at the best price reasonably obtainable, all or any of the shares of a member or the shares to which a person is entitled by transmission if:
(a) duringthere has been a period of 12 years during which at least three dividends in respect of the shares in question have been declared and all dividend warrants and cheques which have been sent in the manner authorised by these Articles in respect of the shares in question have remained uncashed;(or any shares from which those shares have been derived) have become payable but no dividend has been claimed (the relevant period);
Power to dispose of shares of untraced shareholders the existence of such member or person entitled by transmission.
To give effect to any sale pursuant to Article 215, the board may:
If the Company is entitled to sell any share pursuant to Article 215, it shall be entitled to sell any additional share issued at any time to the holder or person entitled in right of that share (or in right of any such share).
A sale pursuant to Article 215 or 216 may be made at such time and price and on such terms as the board may determine and to give effect to any such sale the board may:
(a) where the shares are held in certificated form, authorise any person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the buyer; or
(b) where the shares are held in uncertificated form, do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the buyer.
(a) divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members;
Liquidator may distribute in specie
Power to sell other shares
Transfer onEffecting the
Effectiveness of transfer
Proceeds of sale
sale
but no member shall be compelled to accept any asset on which there is a liability.
Disposal of assets by liquidator
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| Original filename: Rentokil Initial plc - Articles - Adopted 9 May 2018.docx | ||
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