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Grainger PLC
Registration Form • Sep 2, 2025
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Download Source Filetitle: "Corporate \u2013 Articles of Association \u2013 PLC AIM or MM"
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date: 2025-07-25 13:32:00+00:00
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No 00125575
THE COMPANIES ACT 2006
| PUBLIC COMPANY LIMITED BY SHARES |
| ARTICLES OF ASSOCIATION OF Grainger plc (adopted by special resolution passed on 1 September 2025) |
CONTENTS
Page
1. Exclusion of Model Articles 1
2. Definitions and interpretation 1
3. Liability of members limited 4
5. Variation of class rights 4
7. Rights attaching to shares 4
12. Shares in dematerialised form 5
14. Forfeiture, lien and other entitlements 5
15. Issuer record of securities 6
17. Right to share certificate 6
18. Execution of share certificates 6
19. Replacement of share certificates 7
20. Share certificates sent at holder's risk 7
21. Company's lien on shares not fully paid 7
24. Application of proceeds of sale 7
27. Liability of joint holders 8
28. Interest due on non-payment 8
29. Sums payable treated as calls 8
31. Payment of calls in advance 8
33. Forfeiture on non-compliance with notice 9
34. Disposal of forfeited shares 9
36. Statutory declaration as to forfeiture 9
38. Refusal of registration of partly-paid share 10
39. Rights to refuse registration of certificated shares 10
41. No fee for registration 10
43. Renunciation deemed to be a transfer 10
45. Election of person entitled by transmission 11
46. Rights of person entitled by transmission 11
48. Application of proceeds of sale and dividends forfeiture 12
49. Disclosure of interests 12
51. Annual general meetings 15
52. Calling of general meetings 15
53. Postponement of general meetings 15
56. Omission or non-receipt of notice 16
58. Procedure if quorum not present 16
61. Director's right to attend and speak 17
63. Meeting at more than one place 17
64. Amendments to resolutions 18
65. Method of voting and demand for a poll 18
66. Declaration by the chair 18
67. Withdrawal of demand for a poll 18
68. Method of taking a poll 19
73. Votes on behalf of incapable members 19
74. No right to attend or vote where sums overdue 20
76. No obligation to verify proxy voting in accordance with instructions 20
82. Termination of proxy's authority 21
83. Representatives of corporation 22
86. Directors to retire by rotation 22
87. Timing of vacation of office 23
89. Persons eligible as Directors 23
90. Power of Company to appoint Directors 23
91. Power of Board to appoint Directors 23
92. Removal of a Director by ordinary resolution 23
94. Appointment of Alternate Directors 24
95. Termination of appointment 24
97. Expenses and remuneration 24
98. Alternate Director to be officer 25
99. Method of appointment and removal 25
100. Appointee acting in more than one capacity 25
101. General powers of Company vested in Board 25
103. Appointment of attorneys and agents 25
104. Delegation of Directors' powers 25
106. Appointment to executive offices 28
107. Termination of appointment as Executive Director 28
108. Emoluments of Executive Directors 28
109. Delegation to Executive Directors 28
111. Directors' remuneration 29
114. Directors' gratuities and pensions 29
115. Interests in proposed transactions to be disclosed 30
116. Interests in actual transactions to be disclosed 30
117. Issues relating to declarations of interests 30
118. When a declaration is not required 30
120. Director may act in a professional capacity 31
121. Voting on matters where a Director is interested 31
122. Quorum when a Director is not entitled to vote 32
123. Proposals may be considered separately 32
124. Chair to decide whether a Director may vote 32
125. Authorisation of interests 32
126. Requirement for authorisation to be effective 32
127. Conflicts arising out of authorised matter 33
128. Directors may impose terms on authorisation 33
129. Examples of terms that may be imposed 33
130. Confidential information 33
132. Accountability for benefits 33
135. Suspension or ratification by ordinary resolution 34
136. Notice of Board meetings 34
137. Voting at Board meetings 34
138. Quorum at Board meetings 34
139. Participation in meetings by telephone 35
140. Number of Directors below quorum 35
149. Affixing of securities seal 36
150. Procedure for declaring dividends 36
151. Calculation of dividends 37
152. Payment of dividends and other distributions 37
153. Uncashed distributions 38
154. Deductions from distributions in respect of sums owed to the Company 39
155. No interest on distributions 39
156. Unclaimed distributions 39
157. Non-cash distributions 39
158. Waiver of distributions 40
160. Payment to persons entitled by transmission 40
163. Members have no rights to inspect records 41
166. Profits which may be capitalised 43
169. Members with overseas addresses 43
170. Member present deemed to have notice 44
171. Service of notice on person entitled by transmission 44
172. Untraced member not entitled to notices 44
173. When notice deemed served 44
174. Notice when post not available 45
175. Authentication of documents 45
176. Destruction of documents 45
177. Provision for employees on cessation of business 46
No 00125575
THE COMPANIES ACT 2006
| PUBLIC COMPANY LIMITED BY SHARES |
ARTICLES OF ASSOCIATION
OF
Grainger plc
(adopted by special resolution passed on 1 September 2025)
PRELIMINARY
- Exclusion of Model Articles
No model articles or regulations set out in any statute or statutory instrument or other subordinate legislation made under any statute concerning companies (including the regulations contained in Table A in the schedule to the Companies Act (Tables A to F) Regulations 1985 or the model articles contained in the schedule to the Companies (Model Articles) Regulation 2008, SI 2008/3229) shall apply to the Company except insofar as they are set out in these Articles. The following are the articles of association of the Company.
- Definitions and interpretation
In these Articles:-
-
- if not inconsistent with the subject or context:-
| "Act" | means the Companies Act 2006 |
| "Acts" | means the Companies Acts (as defined in section 2 of the Act) and every other statute, statutory instrument, regulation or order for the time being in force concerning companies registered under the Companies Acts insofar as they apply to the Company |
| "address" | includes a number or address used for the purposes of sending or receiving notices, documents or information by electronic means but, in any other case, shall not include any number or address used for such purpose |
| "Alternate Director" | means an alternate director appointed in accordance with Article 94 |
| "Auditor" | means the auditor of the Company for the time being |
| "bankruptcy" | includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect which is similar to that of bankruptcy |
| "Board" | means the Directors or any of them acting as the board of Directors of the Company |
| "clear days" | means in relation to the period of a notice that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect |
| "connected with" | in relation to a Director has the meaning given by sections 252 to 255 of the Act |
| "debenture"and "debenture holder" | shall include debenture stock and debenture stockholder respectively |
| "Director" | means a director for the time being of the Company |
| "distribution recipient" | has the meaning given to it in Article 152 |
| "dividend" | means dividend or bonus |
| "document" | includes, unless otherwise specified, any document sent or supplied in electronic form |
| "electronic form" and "electronic means" | have the meanings given in section 1168 of the Act |
| "Executive Director" | means a Director holding any office or employment or providing any executive office services to the Company or any Subsidiary Undertaking (including but not limited to chief executive officer or chief financial officer) |
| "FSMA" | means the Financial Services and Markets Act 2000 |
| "fully paid" | in relation to a share, means that the nominal value and any premium to be paid to the Company in respect of that share have been paid to the Company |
| "Group" | means the Company and all Subsidiary Undertakings for the time being |
| "hard copy" and "hard copy form" | has the meaning given in section 1168 of the Act |
| "holder" | means in relation to any share the member whose name is entered in the Register as the holder of that share |
| "in writing" | means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether comprised in electronic form or otherwise, and "written" shall be construed accordingly |
| "member" | means a member of the Company |
| "Office" | means the registered office of the Company for the time being |
| "Operator" | has the meaning given in the Regulations |
| "paid" | means paid or credited as paid |
| "Register" | means the register of members of the Company and shall, so long as the Regulations so permit or require, include a related Operator register of members |
| "Regulations" | means the Uncertificated Securities Regulations 2001 (SI 2001 No 3755) |
| "Seal" | means the common seal of the Company |
| "Secretary" | means the secretary of the Company or any other person appointed by the Board to perform the duties of the secretary of the Company including a joint, assistant or deputy secretary |
| "share" | means a share in the capital of the Company |
| "shareholder" | means a person who is the holder of a share |
| "Subsidiary Undertaking" | means a subsidiary undertaking of the Company |
| "these Articles" | means these Articles of Association as from time to time altered by special resolution |
| "Transfer Office" | means the place where the Company's register of members is for the time being situated |
| "transmittee" | has the meaning given in Article 46 |
| "United Kingdom" | means Great Britain and Northern Ireland |
| "year" | means any period of 12 consecutive months |
-
- words denoting the masculine gender shall include the feminine and neuter genders; words denoting the singular number shall include the plural number and vice versa; words denoting persons shall include corporations and unincorporated associations;
- save as provided above any words or expressions defined in the Act or the Regulations shall, if not inconsistent with the subject or context, bear the same meaning when used in these Articles;
- all references to the Act, to any section or provision of the Act or to any other statute or statutory provision or subordinate legislation shall be deemed to include a reference to any statutory re-enactment or modification thereof for the time being in force (whether coming into force before or after the adoption of these Articles);
- references to a share (or a holding of a share) being in uncertificated form or in certificated form are references, respectively, to that share being an uncertificated unit of a security or a certificated unit of a security;
- any reference to a meeting shall not be taken as requiring more than one person to be present in person if any quorum requirement can be satisfied by one person;
- any reference to a signature or to something being signed includes in the case of a communication in electronic form, to it being authenticated as specified in the Act;
- any reference to an "instrument" means, unless the contrary is stated, a written document having tangible form and not comprised in an electronic form;
- subject to the Acts, a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required; and
- headings to these Articles are inserted for convenience only and shall not affect their construction.
LIMITATION OF LIABILITY
- Liability of members limited
The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.
NAME
- Change of name
The Company may change its name by resolution of the Board.
VARIATION OF RIGHTS
- Variation of class rights
Whenever the share capital of the Company is divided into different classes of shares, the rights attached to any class of shares in issue may (unless otherwise provided by the terms of issue of the shares of that class) from time to time be varied or abrogated, whether or not the Company is being wound up, either with the consent in writing of the holders of three-fourths in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of such holders (but not otherwise).
- Issues of further shares
The special rights conferred upon the holders of any shares or class of shares shall, unless otherwise provided by these Articles or the terms of issue of the shares concerned, be deemed to be varied by a reduction of capital paid up on those shares but shall be deemed not to be varied by the creation or issue of further shares ranking pari passu with them or subsequent to them. The special rights conferred on the holders of ordinary shares shall be deemed not to be varied by the creation or issue of any further shares ranking in priority to them nor shall any consent or sanction of the holders of ordinary shares be required under Article 5 to any variation or abrogation effected by a resolution on which only the holders of ordinary shares are entitled to vote.
SHARES
- Rights attaching to shares
Subject to the provisions of the Acts and without prejudice to any rights attached to any existing shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine, or in the absence of such determination, or so far as any such resolution does not make specific provision, as the Board may determine.
- Redeemable shares
Subject to the provisions of the Acts and to any rights attached to the existing shares, shares may be issued which are to be redeemed or are liable to be redeemed at the option of the Company or the holder on such terms and in such manner as the Board may determine.
- Payment of commission
In addition to all other powers of paying commissions the Company may exercise the powers of paying commissions conferred by the Acts. Subject to the provisions of the Acts and any other rules made by the Financial Conduct Authority, the London Stock Exchange or any recognised investment exchange (within the meaning of FSMA), in each case to the extent applicable to the Company from time to time, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other, as the Directors may think fit.
- Trusts not recognised
Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and (except as otherwise provided by these Articles or by law) the Company shall not be bound to recognise any interest in any share except an absolute right to the entirety of the share in the holder.
- Number of holders
Shares may not be registered in the names of more than four persons jointly.
UNCERTIFICATED SHARES
- Shares in dematerialised form
The Company may:-
-
- issue shares and other securities which do not have certificates;
- permit existing shares and other securities to be held without certificates; and
- permit any shares or other securities held without certificates to be transferred without an instrument of transfer
in each case in dematerialised form pursuant to the Regulations. Unless the Board determines otherwise, shares which a member holds in uncertified form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of share shall not be treated as two classes simply because some shares of that class are held in certificated form and others in uncertificated form.
- Application of Articles
If the Company has any shares in issue which are in uncertificated form, these Articles will continue to apply to such shares, but only insofar as they are consistent with:-
-
- holding those shares in uncertificated form;
- transferring ownership of those shares by using a relevant system;
- any of the provisions of the Regulations; and
- any regulation laid down by the Board under Article 16
and, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the Regulations, of an Operator register of securities in respect of that class of shares in uncertificated form.
- Forfeiture, lien and other entitlements
Where any class of shares in the capital of the Company is a participating security and the Company is entitled under any provisions of the Acts or the rules made and practices instituted by the Operator or under these Articles to dispose of, forfeit, enforce a lien or sell or otherwise procure the sale of any shares which are held in uncertificated form, such entitlement (to the extent permitted by the Regulations and the rules made and practices instituted by the Operator) shall include the right to:-
-
- require the conversion of any shares held in uncertificated form which are the subject of any exercise by the Company of any such entitlement into certificated form to enable the Company to effect the disposal, sale or transfer of such shares;
- direct the holder to take such steps, by instructions given by means of a relevant system or otherwise, as may be necessary to dispose, sell or transfer such shares;
- appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of shares as may be required to effect the transfer of such shares and such steps shall be as effective as if they had been taken by the holder of the shares concerned;
- transfer any shares which are the subject of any exercise by the Company of any such entitlement by entering the name of the transferee in the Register in respect of that share as a transferred share;
- otherwise rectify or change the Register in respect of that share in such manner as may be appropriate; and
-
take such other action as may be necessary to enable those shares to be registered in the name of the person to whom the shares have been transferred, sold or disposed of or as directed by him.
-
Issuer record of securities
The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the Regulations and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance upon such assumption; in particular, any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).
- Additional regulations
The Board may also lay down regulations which:-
-
- govern the issue, holding and transfer and, where appropriate, the mechanics of conversion and redemption of shares held in uncertificated form;
- govern the mechanics for payments involving the relevant system; and
- make any other provisions which the Board considers are necessary to ensure that these Articles are consistent with the Regulations, and with any rules or guidance of an Operator under the Regulations.
If stated expressly, such regulations will apply instead of other relevant provisions in these Articles relating to certificates and the transfer, conversion and redemption of shares and other securities and any other provisions which are not consistent with the Regulations.
SHARE CERTIFICATES
- Right to share certificate
Every member (other than a person who is not entitled to a certificate under the Acts) upon becoming the holder of any shares in certificated form shall be entitled without payment to one certificate for all the shares of each class held by him in certificated form and, upon transferring a part of the shares comprised in a certificate, to a certificate for the balance of such shares held in certificated form. Shares of different classes may not be included in the same certificate. The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
- Execution of share certificates
Share certificates of the Company (other than letters of allotment, scrip certificates and other like documents) shall, unless the Board by resolution otherwise determines, either generally or in any particular case or cases, be issued under the Seal or under any official seal kept by the Company by virtue of section 50 of the Act. Whether or not share certificates are issued under a seal, the Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any certificates for shares, stock or debenture or loan stock (except where the trust deed constituting any stock or debenture or loan stock provides to the contrary) or representing any other form of security of the Company need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed thereon or that such certificates need not be signed by any person. Every share certificate shall specify the nominal value, the number and class of the shares to which it relates and the amount paid up on such shares.
- Replacement of share certificates
If a share certificate is worn out, defaced, lost, stolen or destroyed, it may be renewed without payment of any fee but on such terms (if any) as to evidence and indemnity with or without security and otherwise as the Board requires and, in the case of a worn out or defaced certificate, on delivery up of that certificate. In the case of loss, theft or destruction, the person to whom the new certificate is issued may be required to pay to the Company any exceptional out of pocket expenses incidental to the investigation of evidence of loss, theft or destruction and the preparation of the requisite form of indemnity.
- Share certificates sent at holder's risk
Every share certificate sent in accordance with these Articles will be sent out at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.
LIEN ON SHARES
- Company's lien on shares not fully paid
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Board may at any time 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 payable in respect of it and to any share or security issued in right of it.
- Enforcing lien by sale
The Company may sell in such manner as the Board determines any share on which the Company has a lien if the sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder or otherwise by operation of law, demanding payment and stating that if the notice is not complied with the shares may be sold.
- Giving effect to a sale
To give effect to a sale the Board may authorise some person to execute an instrument of transfer or otherwise effect the transfer of the shares sold to, or in accordance with the directions of, the purchaser. The purchaser shall not be bound to see to the application of the purchase moneys, and the title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings relating to the sale.
- Application of proceeds of sale
The net proceeds of the sale, after payment of the costs of sale, shall be applied in or towards payment of so much of the sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate, if any, for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.
CALLS ON SHARES
- Calls
Subject to the terms of allotment, the Board may make calls upon the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each member shall (subject to at least 14 clear days' notice having been given specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or part and payment of a call may be postponed in whole or part. A person upon whom a call is made shall remain liable jointly and severally with the successors in title to his shares for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.
- When call made
A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed.
- Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay all calls in respect of that share.
- Interest due on non-payment
If a call remains unpaid after it has become due and payable the person from whom the sum is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is 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, at the appropriate rate, but the Board may waive payment of the interest wholly or in part.
- Sums payable treated as calls
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 and 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.
- Power to differentiate
Subject to the terms of allotment, the Board may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.
- Payment of calls in advance
The Board may, if it thinks fit, receive from any member willing to advance it all or any part of the moneys uncalled and unpaid upon any shares held by him, and may pay upon all or any of the moneys so advanced (until the same would but for such advance become presently payable) interest at the appropriate rate or at such other rate as may be agreed between the Board and such member, subject to any directions of the Company in general meeting. No dividend shall be payable in respect of any monies so paid in advance.
FORFEITURE AND SURRENDER OF SHARES
- Notice if call not paid
If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than seven 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.
- Forfeiture on non-compliance with notice
If the notice is not complied with any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Board and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited share and not paid before the forfeiture. The Board may accept upon such terms and conditions as may be agreed a surrender of any share liable to be forfeited and, subject to such terms and conditions, a surrendered share shall be treated as if it had been forfeited. When any share has been forfeited, notice of the forfeiture shall be given to the holder of the share or (if known) the person entitled to such share by transmission (as the case may be) before such forfeiture. An entry of such notice having been given and of the forfeiture and the date of forfeiture shall be made promptly in the Register in respect of such share. However, no forfeiture shall be invalidated by any failure to give, or delay in giving, such notice or making such entry in the Register.
- Disposal of forfeited shares
Subject to the provisions of the Acts, a forfeited share 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 before the forfeiture the holder or to any other person and at any time before sale, re-allotment or other disposition the forfeiture may be cancelled on such terms as the Board thinks fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person the Board may authorise some person to execute an instrument of transfer or otherwise effect the transfer of the share to that person.
- Effect of forfeiture
A person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate, if any, for the shares forfeited but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the appropriate rate from the date of the forfeiture until payment but the Board may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
- Statutory declaration as to forfeiture
A statutory declaration by a Director or the Secretary that a share has been forfeited or sold to satisfy a lien of the Company on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings relating to the forfeiture, sale or disposal of the share.
TRANSFER OF SHARES
- Form of transfer
Subject to these Articles, a member may transfer all or any of his shares in any manner which is permitted by the Acts or in any other manner which is from time to time approved by the Board. A share held in certificated form may be transferred by an instrument of transfer in any usual form or in any other form which the Board may approve, which shall be executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. A share held in uncertificated form may be transferred by means of a relevant system or in any other manner which is permitted by the Acts and is from time to time approved by the Board. The transferor shall be deemed to remain the holder of the share until the transferee is entered on the Register as its holder.
- Refusal of registration of partly-paid share
The Board may, in the case of shares held in certificated form, in its absolute discretion refuse to register the transfer of a share which is not fully paid provided that, where any such shares are admitted to the Official List of the Financial Conduct Authority or admitted to trading on the AIM market operated by London Stock Exchange plc or ICAP Securities and Derivative Exchange (or ISDX), such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.
- Rights to refuse registration of certificated shares
- The Board may also refuse to register a transfer of shares held in certificated form unless the instrument of transfer is:-
- duly stamped or duly certified or otherwise shown to the satisfaction of the Board to be exempt from stamp duty, lodged at the Transfer Office or at such other place as the Board may appoint and (save in the case of a transfer by a person to whom no certificate was issued in respect of the shares in question) accompanied by the certificate for the shares 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 and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do;
- in respect of only one class of shares; and
- in favour of not more than four transferees.
- The Board may refuse to register any transfer of an uncertificated share where permitted by the Regulations.
- Notice of refusal
If the Board refuses to register a transfer of shares held in certificated form, it shall as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal together with its reasons for the refusal.
- No fee for registration
No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share or for making any entry in the Register affecting the title to any share.
- Retention of transfers
The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Board refuses to register shall be returned to the person lodging it when notice of the refusal is given.
- Renunciation deemed to be a transfer
For all purposes of these Articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in favour of some other person shall be deemed to be a transfer and the Board shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer.
TRANSMISSION OF SHARES
- Transmission on death
If a member dies the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest; but nothing contained in these Articles shall release the estate of a deceased member from any liability in respect of any share which had been held (whether solely or jointly) by him.
- Election of person entitled by transmission
A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may, upon such evidence being produced as the Board may properly require and subject as subsequently provided in these Articles, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall, if the share is held in certificated form, execute an instrument of transfer of the share to that person or, if the share is held in uncertificated form, transfer the share to that person by way of a relevant system. All the provisions of these Articles relating to the transfer and the registration of transfers of shares (including any right to refuse to register any transfer) shall apply to the notice or transfer as if it were a transfer by the member and the death or bankruptcy of the member or other event giving rise to the entitlement had not occurred.
- Rights of person entitled by transmission
Subject to any other provisions of these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law (a "transmittee") shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to receive notice of or to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company. The Board may at any time give notice requiring the transmittee to elect either to be registered himself or to transfer the share and the Board may withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with. If a notice is given to a shareholder in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the shareholder before the transmittee's name has been entered in the register of members.
UNTRACEABLE SHAREHOLDERS
- Power to sell shares
- The Company may sell the share of a member or of a person entitled by transmission at the best price reasonably obtainable at the time of sale, if:
- during a period of not less than six years before the sending of the notices referred to in Article 47.1.3 (the "relevant period") at least three cash dividends (whether interim or final) have become payable in respect of the share;
- throughout the relevant period no cheque, warrant or money order payable on the share has been presented by the holder of, or the person entitled by transmission to, the share to the paying bank of the relevant cheque, warrant or money order, no payment made by the Company by any other means permitted by Article 152.1 has been claimed or accepted and, so far as any Director at the end of the relevant period is then aware, the Company has not at any time during the relevant period received any communication from the holder of, or person entitled by transmission to, the share;
- on expiry of the relevant period the Company has sent a notice either in hard copy form to the last known physical address or in electronic form to the last known email address that the Company has for the holder of, or person entitled by transmission to, the share shown in the register giving notice of the Company's intention to sell the relevant shares. Before sending such notice, the Company must have used reasonable efforts to trace the relevant holder, engaging, if the Company considers appropriate (in its sole discretion), a professional asset reunification company or other tracing agent; and
- the Company has not, so far as the Board is aware, during a further period of three months after the sending of the notice referred to in Article 47.1.3 and before the exercise of the power of sale received a communication from the holder of, or person entitled by transmission to, the share.
- Where a power of sale is exercisable over a share pursuant to Article 47.1 (a "Sale Share"), the Company may at the same time also sell any additional share issued in right of such Sale Share or in right of such an additional share previously so issued provided that the requirements of Articles 47.1.2 to 47.1.4 (as if the words "throughout the relevant period" were omitted from Article 47.1.2 and the words "on expiry of the relevant period" were omitted from Article 47.1.3) shall have been satisfied in relation to the additional share.
- To give effect to a sale pursuant to Articles 47.1 or 47.2, the Board may authorise a person to transfer the share in the name and on behalf of the holder of, or the person entitled by transmission to, the share, or to cause the transfer of such share, to the purchaser or his/her nominee and in relation to an uncertificated share may require the Operator to convert the share into certificated form in accordance with the Regulations. The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity or invalidity in the proceedings connected with the sale of the share.
- Application of proceeds of sale and dividends forfeiture
- If the Company sells a share in accordance with Article 47:
- the net proceeds of such sale (after payment of the costs of sale) shall be forfeited by the relevant member of, or other person entitled by transmission to, the share and shall belong to the Company. The Company shall not be liable in any respect, nor be required to account, for such proceeds (or any part thereof) to the former member of, or person entitled by transmission to, the share or any other person previously entitled to the share in question; and
- any dividend or other sum that has not been cashed or claimed in respect of such share and that has not already been forfeited under these Articles shall be forfeited and shall revert to the Company when the share is sold.
- The Company shall be entitled to use such net proceeds, dividends or other sums referred to in Article 48.1 (including any sums earned by investing such amounts) for any purpose(s) and in any manner that the Board may from time to time think fit.
DISCLOSURE OF INTERESTS
- Disclosure of interests
49.1 For the purposes of this Article, unless the context otherwise requires:-
-
-
- "disclosure notice" means a notice issued by or on behalf of the Company requiring disclosure of interests in shares pursuant to section 793 and sections 821 to 825 of the Act;
- "specified shares" means all or, as the case may be, some of the shares specified in a disclosure notice;
- "restrictions" means one or more, as the case may be, of the restrictions referred to in Article 49.3;
- "restriction notice" means a notice issued by or on behalf of the Company stating, or substantially to the effect, that (until such time as the Board determines otherwise pursuant to Article 49.4) the specified shares referred to therein shall be subject to one or more of the restrictions stated therein;
- "restricted shares" means all or, as the case may be, some of the specified shares referred to in a restriction notice;
- a person other than the member holding a share shall be treated as appearing to be interested in that share if:-
- the member has informed the Company, whether under any statutory provision relating to disclosure of interests or otherwise, that the person is, or may be, or has been at any time during the three years immediately preceding the date upon which the disclosure notice is issued, so interested; or
- the Board (after taking account of any information obtained from the member or, pursuant to a disclosure notice, from any other person) knows or has reasonable cause to believe that the person is, or may be, or has been at any time during the three years immediately preceding the date upon which the disclosure notice is issued, so interested; or
- in response to a disclosure notice, the member or any other person appearing to be so interested has failed to establish the identities of all those who are so interested and (after taking into account the response and any other relevant information) the Board has reasonable cause to believe that such person is or may be so interested;
- "connected" shall have the meaning given to it in sections 1122 and 1123 of the Corporation Tax Act 2010;
- "interested" shall be construed as it is for the purpose of section 793 and sections 821 to 825 of the Act;
- "recognised investment exchange" shall have the same meaning as in FSMA; and
- for the purposes of Articles 49.2.2 and 49.4 the Company shall not be treated as having received the information required by the disclosure notice in accordance with the terms of such disclosure notice in circumstances where the Board knows or has reasonable cause to believe that the information provided is false or materially incorrect.
-
- Notwithstanding anything in these Articles to the contrary, if:-
- a disclosure notice has been served on a member or any other person appearing to be interested in the specified shares; and
- the Company has not received (in accordance with the terms of such disclosure notice) the information required therein in respect of any of the specified shares within 14 days after the service of such disclosure notice,
then the Board may (subject to Article 49.7) determine that the member holding the specified shares shall, upon the issue of a restriction notice referring to those specified shares in respect of which information has not been received, be subject to the restrictions referred to in such restriction notice, and upon the issue of such restriction notice such member shall be so subject. As soon as practicable after the issue of a restriction notice the Company shall serve a copy of the notice on the member holding the specified shares.
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- The restrictions which the Board may determine shall apply to restricted shares pursuant to this Article shall be one or more, as determined by the Board, of the following:-
- that the member holding the restricted shares shall not be entitled, in respect of the restricted shares, to attend or be counted in the quorum or vote either personally or by proxy at any general meeting or at any separate meeting of the holders of any class of shares or upon any poll or to exercise any other right or privilege in relation to any general meeting or any meeting of the holders of any class of shares;
- that no transfer of the restricted shares shall be effective or shall be registered by the Company, provided that where the restricted shares are held in uncertificated form registration of a transfer may only be refused if permitted by the Regulations;
- that no dividend (or other moneys payable) shall be paid in respect of the restricted shares and that, in circumstances where an offer of the right to elect to receive shares instead of cash in respect of any dividend is or has been made, any election made thereunder in respect of such specified shares shall not be effective.
- The Board may determine that one or more of the restrictions imposed on restricted shares shall cease to apply at any time. If the Company receives in accordance with the terms of the relevant disclosure notice the information required therein in respect of the restricted shares all restrictions imposed on the restricted shares shall cease to apply seven days after receipt of the information. In addition, in the event that the Company receives notice of a transfer in respect of all or any restricted shares, which would otherwise be given effect to, pursuant to a sale:-
- on a recognised investment exchange; or
- on any stock exchange outside the United Kingdom on which the Company's shares are normally dealt; or
- on the acceptance of a takeover offer (as defined in sections 974 to 976 and 991 of the Act) for the shares of the class of which such restricted shares form part; or
- which is shown to the satisfaction of the Board to be made in consequence of a genuine outright sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares,
to a party not connected with the member holding such restricted shares or with any other person appearing to be interested in such restricted shares, then all the restrictions imposed on such restricted shares shall cease to apply with effect from the date on which any such notice as aforesaid is received by the Company provided always that if, within ten days after such receipt, the Board decides that it has reasonable cause to believe that the change in the registered holder of such restricted shares would not be as a result of an arm's length sale resulting in a material change in the beneficial interests in such restricted shares, the restrictions imposed on the restricted shares shall continue to apply.
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- Where the Board makes a decision pursuant to the proviso to Article 49.4, the Company shall notify the purported transferee of such decision as soon as practicable and any person may make representations in writing to the Board concerning any such decision. The Company shall not be liable to any person as a result of having imposed restrictions or deciding that such restrictions shall continue to apply if the Board acted in good faith.
- Where dividends or other moneys are not paid as a result of restrictions having been imposed on restricted shares, such dividends or other moneys shall accrue and, upon the relevant restriction ceasing to apply, shall be payable (without interest) to the person who would have been entitled had the restriction not been imposed.
- Where the aggregate number of shares of the same class as the specified shares in which any person appearing to be interested in the restricted shares (together with persons connected with him) appears to be interested represents less than 0.25 per cent. (in nominal value) of the shares of that class in issue (excluding any shares of that class held as treasury shares) at the time of service of the disclosure notice in respect of such specified shares only the restriction referred to in Article 49.3.1 may be determined by the Board to apply.
- Shares issued in right of restricted shares shall on issue become subject to the same restrictions whilst held by that member as the restricted shares in right of which they are issued. For this purpose, shares which are allotted or offered or for which applications are invited (whether by the Company or otherwise) pro rata (or pro rata ignoring fractional entitlements and shares not allocated to certain members by reason of legal or practical problems associated with offering shares outside the United Kingdom) shall be treated as shares issued in right of restricted shares.
- The Board shall at all times have the right, at its discretion, to suspend, in whole or in part, any restriction notice given pursuant to this Article either permanently or for any given period and to pay to a trustee any dividend payable in respect of any restricted shares or in respect of any shares issued in right of restricted shares. Notice of any suspension, specifying the sanctions suspended and the period of suspension, shall be given to the relevant holder in writing within seven days after any decision to implement such a suspension.
- The limitations on the powers of the Board to impose and retain restrictions under this Article are without prejudice to the Company's power to apply to the court pursuant to the Acts to apply these or any other restrictions on any conditions.
ALTERATION OF CAPITAL
- Fractions of shares
Upon any consolidation of shares into shares of larger amount the Board may settle any difficulty which may arise with regard to such consolidation and in particular may, as between the holders of shares so consolidated, determine which shares are consolidated into each consolidated share and in the case of any shares registered in the name of one member being consolidated with shares registered in the name of another member the Board may make such arrangements for the allotment, acceptance and/or sale of shares representing fractional entitlements to the consolidated share or for the sale of the consolidated share and may sell the fractions or the consolidated share either upon the market or otherwise to such person at such time and at such price as it may think fit. For the purposes of giving effect to any such sale the Board may authorise some person to execute an instrument of transfer of the shares or fractions sold to, or in accordance with the directions of, the purchaser. The purchaser shall not be bound to see to the application of the purchase moneys nor shall his title to such shares be affected by any irregularity in or invalidity of the proceedings relating to the sale. The Board shall distribute the net proceeds of sale among such members rateably in accordance with their rights and interests in the consolidated share or the fractions provided that the Board shall have power when making such arrangements to determine that no member shall be entitled to receive such net proceeds of sale unless his entitlement exceeds such amount as the Board shall determine (not exceeding £5 per holding) and if the Board exercises such power the net proceeds of sale not distributed to members as a result shall belong absolutely to the Company.
GENERAL MEETINGS
- Annual general meetings
All meetings other than annual general meetings shall be called general meetings.
- Calling of general meetings
- The Board may convene a general meeting of the Company to be held whenever and at such times and places as it thinks fit. If there are not sufficient Directors capable of acting to call a general meeting, any Director may call a general meeting. If there is no Director able to act, any two members may call a general meeting for the purpose of appointing Directors.
- The Board must convene a general meeting of the Company on the requisition of members pursuant to the provisions of the Acts.
- Postponement of general meetings
The Board may resolve to postpone any general meeting or move the place or places of such meeting before the date on which it is to be held, except where the postponement or move would be contrary to the Acts. The Directors may give notice of a postponement or move as they think fit but any failure to give notice of a postponement or move does not invalidate the postponement or move or any resolution passed at a postponed or moved meeting. Notice of the business of a postponed or moved meeting does not need to be given again. If a meeting is postponed or moved, the appointment of a proxy for that meeting is valid if it is done in accordance with these Articles and received not less than 48 hours before the commencement of the postponed or moved meeting to which it relates. The directors can also postpone or move a postponed or moved meeting under this Article.
NOTICE OF GENERAL MEETINGS
- Length of notice
Unless consent to short notice is obtained in accordance with the provisions of the Act, an annual general meeting shall be called by at least 21 clear days' notice. Every other general meeting shall subject to the provisions of the Act, be called by at least 14 clear days' notice. Subject to the provisions of these Articles and to any restrictions imposed on any shares, every notice of meeting shall be given to all the members, all other persons who are at the date of the notice entitled to receive notices from the Company and to the Directors and Auditor.
- Contents of notice
- Every notice of meeting shall specify the place, the day and the time of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such. Every notice calling a meeting for the passing of a special resolution shall specify the intention to propose the resolution as a special resolution and the terms of the resolution. Every notice of meeting shall state with reasonable prominence that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not be a member.
- Omission or non-receipt of notice
The accidental failure to give notice of a meeting, or a resolution intended to be moved at a general meeting or to send an instrument of proxy or invitation to appoint a proxy as provided by these Articles, to any one or more persons entitled to receive the same, or the non-receipt of a notice of meeting or resolution or instrument of proxy or invitation to appoint a proxy by such persons, shall be disregarded for the purpose of determining whether notice of the meeting or of any resolution to be moved at the general meeting is duly given.
PROCEEDINGS AT GENERAL MEETINGS
- Quorum
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. The absence of a quorum shall not preclude the appointment of a chair in accordance with the provisions of these Articles, which shall not be treated as part of the business of the meeting. Two members present in person or by proxy and entitled to vote upon the business to be transacted at the meeting shall be a quorum.
- Procedure if quorum not present
If a quorum is not present within 15 minutes (or such longer time not exceeding one hour as the chair may decide to wait) from the time appointed for the meeting, the meeting, if convened on the requisition of or by the members shall be dissolved. In any other case, the meeting shall stand adjourned to such time, date and place as the Directors may, subject to the provisions of the Acts, determine. If at the adjourned meeting a quorum is not present within 15 minutes after the time appointed for the holding of the meeting, the meeting shall be dissolved.
- Security arrangements
- The Board may make any security arrangements which it considers appropriate relating to the holding of a general meeting of the Company including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, arranging for any person attending a meeting to be searched and for items of personal property which may be taken into a meeting to be restricted. A Director or the Secretary may:-
- refuse entry to a meeting to any person who refuses to comply with any such arrangements; and
- eject from a meeting any person who causes the proceedings to become disorderly.
- The chair
The chair (if any) of the Board or in their absence the deputy chair (if any) shall preside as the chair at every general meeting of the Company. If there is no such chair or deputy chair present and willing to act as the chair at any meeting within five minutes after the time appointed for holding the meeting the Directors present shall choose one of their number to be the chair and, if there is only one Director present and willing to act, that Director shall be the chair. If no Director is willing to act as the chair, or if no Director is present within five minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote shall choose one of their number to be the chair of the meeting.
- Director's right to attend and speak
A Director shall be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company, notwithstanding that he is not a member, or not a holder of the class of shares in question.
- Adjournment
- The chair of a meeting at which a quorum is present may, with the consent of the meeting (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place as the chair shall determine. Without prejudice to any other power which the chair may have under these Articles the chair of a meeting may, without the need for the consent of the meeting and before or after it has started and irrespective of whether a quorum is present, interrupt or adjourn any meeting from time to time and from place to place if the chair is of the opinion that it is likely to be impracticable to hold or continue the meeting, because the number of persons attending or wishing to attend cannot be conveniently accommodated in the place appointed for the meeting, or the unruly conduct of persons attending the meeting prevents or is likely to prevent the continuation of the business of the meeting.
- No business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 30 days or more (otherwise than due to the absence of a quorum) or without a time and place for the adjourned meeting being fixed, at least seven clear days' notice of the adjourned meeting shall be given in the same manner as in the case of the original meeting. Otherwise it shall not be necessary to give any such notice.
- Meeting at more than one place
A general meeting may be held at more than one place if:-
-
- the notice convening the meeting specifies that it shall be held at more than one place; or
- the Board resolves, after the notice convening the meeting has been given, that the meeting shall be held at more than one place; or
- it appears to the chair of the meeting that the place of the meeting specified in the notice convening the meeting is inadequate to accommodate all persons entitled and wishing to attend.
A general meeting held at more than one place is duly constituted and its proceedings are valid if (in addition to the other provisions of these Articles relating to general meetings) the chair of the meeting is satisfied that there are adequate facilities to enable each person present at each place to participate in the business for which the meeting has been convened, hear and see all persons present who speak, whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise (whether in use when these Articles are adopted or developed subsequently) and have access to all documents which are required by the Acts and these Articles to be made available at the meeting. Each person present at each place in person or by proxy and entitled to vote shall be counted in the quorum for, and shall be entitled to vote at, the meeting. The meeting is deemed to take place at the place at which the chair of the meeting is present.
- Amendments to resolutions
No amendment or proposed amendment to a resolution shall be considered or voted upon by the members at any general meeting or adjourned general meeting unless:-
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- in the case of a resolution duly proposed as a special resolution it is a mere clerical amendment to correct a patent error; or
- in the case of a resolution duly proposed as an ordinary resolution either the Company shall have received written notice of the amendment or proposed amendment and of the intention of the proposer to attend and propose it at least 48 hours before the time fixed for the general meeting or the chair of the meeting in his absolute discretion shall decide that the amendment or amended resolution should be considered and put to the vote.
With the consent of the chair, an amendment may be withdrawn by its proposer before it is put to the vote. If the chair of the meeting in good faith rules an amendment to a resolution out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.
- Method of voting and demand for a poll
- At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, or on the withdrawal of any other demand for a poll, a poll is demanded by:-
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- the chair of the meeting; or
- at least three members present in person or by proxy having the right to vote at the meeting; or
- a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting (excluding any voting rights attached to any shares held as treasury shares); or
- a member or members present in person or by proxy holding shares in the Company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right (excluding any shares conferring a right to vote at the meeting which are held as treasury shares); or
- any member present in person or by proxy in the case of a resolution to confer, vary, revoke or renew authority or approval for an off-market purchase by the Company of its own shares,
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and a demand by a person as proxy for a member shall be the same as a demand by the member.
- Declaration by the chair
Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chair of the meeting that a resolution has been passed or passed unanimously, or by a particular majority, or lost, or not passed by a particular majority or an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
- Withdrawal of demand for a poll
The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chair of the meeting and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
- Method of taking a poll
A poll shall be taken as the chair of the meeting directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
- When poll to be taken
A poll demanded on the election of the chair of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chair directs not being more than 30 days after the poll is demanded. The demand for a poll (other than on the election of a chair of the meeting or on a question of adjournment) shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
- Notice of a poll
No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.
VOTES OF MEMBERS
- Votes of members
- Subject to any rights or restrictions attached to shares, and to Article 71.2 on a vote on a resolution on a show of hands at a meeting, every member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative not being himself a member or by proxy shall have one vote, and on a poll every member shall have one vote for every share of which he is the holder.
- Subject to any rights or restrictions attached to shares, on a vote on a resolution on a show of hands at a meeting, a proxy has one vote for and one vote against the resolution if:
- the proxy has been duly appointed by more than one member entitled to vote on the resolution; and
- the proxy has been instructed by one or more of those members to vote for the resolution and by one or more other of those members to vote against it.
- Joint holders
In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names of the holders stand in the Register in respect of the joint holding.
- Votes on behalf of incapable members
A member in respect of whom an order has been made by any court 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, and otherwise exercise all his rights as a member by his receiver or other person authorised in that behalf appointed by that court, and any such receiver or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote or act shall be deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, 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, or, in the case of a poll, at least 48 hours before the time appointed for the taking of the poll and in default the right to vote shall not be exercisable.
- No right to attend or vote where sums overdue
Unless the Board otherwise determines, no member shall attend or vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company or upon a poll, either in person or by proxy, in respect of any share held by him or exercise any other right or privilege conferred by membership in relation to any such meeting or poll unless all moneys presently payable by him in respect of that share have been paid.
- Objections to voters
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, and every vote not disallowed at the meeting or poll shall be valid. Any objection made in due time shall be referred to the chair of the meeting whose decision shall be final and conclusive.
- No obligation to verify proxy voting in accordance with instructions
The Company is not obliged to verify whether a proxy or corporate representative has voted in accordance with the instructions given by the member by whom the proxy or corporate representative is instructed. Any vote (whether given on a show of hands or on poll) is not invalidated if a proxy or corporate representative does not vote in accordance with their instructions.
PROXIES
- Appointment of proxy
All votes may be given either personally or by proxy. A member may appoint more than one proxy to attend on the same occasion provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. A person appointed to act as a proxy need not be a member of the Company.
- Form of proxy
The appointment of a proxy shall be in any common form or in any other form which the Board shall approve and may:-
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- be in hard copy form executed by or on behalf of the appointor or, if the appointor is a corporation, under the hand of a duly authorised officer or attorney; or
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where an address has been specified for such purpose as set out in the following Article, be in electronic form, subject to such terms and conditions, including as to execution, as the Board may from time to time prescribe.
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Proxies
In respect of any general meeting the Board may, if it thinks fit, but subject to the Acts, at the Company's expense send instruments of proxy in hard copy form for use at the meeting and issue invitations in electronic form to appoint a proxy in relation to the meeting in such a form as may be approved by the Board. The appointment of a proxy shall be deemed (subject to any contrary intention contained in the appointment) to confer authority to demand or join in demanding a poll and to vote on any resolution or amendment of a resolution put to, or any other business which may properly come before, the meeting for which it is given as the proxy thinks fit. The appointment of a proxy shall, unless the contrary is stated therein, be valid as well for an adjournment of the meeting and (unless revoked) the reconvened meeting as for the meeting to which it relates. If a member appoints more than one person to act as his proxy the appointment of each such proxy shall specify the shares held by the member in respect of which each such proxy is authorised to vote and no member may appoint more than one proxy (save in the alternative) to vote in respect of any one share held by that member.
- Delivery of proxies
The appointment of a proxy and (unless the Board otherwise decides) any authority under which it is executed or a copy of such authority certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other way approved by the Board shall:-
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- in the case of an instrument in hard copy form and any authority or copy thereof be deposited at the Office or at such other place in the United Kingdom as may be specified in or by way of note to the notice of meeting or any form of proxy or other document accompanying the same not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or the taking of the poll at which the person named in the appointment proposes to vote;
- in the case of an appointment contained in electronic form be received at the address (if any) specified for the purpose of receiving such appointments in electronic form:
- in or by way of note to the notice of meeting;
- in any form of proxy sent by or on behalf of the Company in relation to the meeting;
- in any invitation contained in electronic form to appoint a proxy issued by or on behalf of the Company in relation to the meeting; or
- by means of a relevant system;
not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or the taking of the poll at which the person named in the appointment proposes to vote;
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- in either case, where a poll is taken more than 48 hours after it is demanded, be deposited or received as aforesaid not less than 24 hours before the time appointed for the taking of the poll; or
- in the case only of an instrument in hard copy form or any authority or copy thereof, where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chair of the meeting or to the Secretary or any Director;
and an appointment which is not, or in respect of which the authority or copy thereof is not, deposited, received or delivered in a manner so permitted shall be invalid.
For the purposes of this Article, no account shall be taken of any part of a day that is not a working day.
- Multiple proxies
Where two or more valid but differing appointments of proxies are deposited or received in respect of the same share for use at the same meeting or poll, the one which is last deposited or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other as regards that share; if the Company is unable to determine which was last deposited or received, none of them shall be treated as valid in respect of that share. No appointment of a proxy shall be valid after the expiration of twelve months from the date stated in it as the date of its execution.
- Termination of proxy's authority
A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous termination of the authority of the person voting or demanding a poll unless notice of the termination was deposited or received not less than two hours before the time for holding the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Such notice of termination shall be by means of instrument deposited at the place, or contained in electronic form received at the address (if any), specified in accordance with these Articles for the deposit or receipt of appointments of a proxy at the meeting in question.
REPRESENTATIVES OF CORPORATIONS
- Representatives of corporation
Subject to the provisions of the Act, any corporation (other than the Company itself) which is a member of the Company may, by resolution of its Directors or other governing body, authorise any person or persons it thinks fit to act as its representative or representatives at any meeting of the Company or at any separate meeting of the holders of any class of shares. The person or persons so authorised shall be entitled to exercise the same powers on behalf of the corporation which he or they represent as that corporation could exercise if it were an individual member of the Company present in person and shall for the purposes of these Articles be regarded as a member present in person. Such representative or representatives may be required to produce a copy of such resolution certified by a proper officer of such corporation before being permitted to exercise his or their power.
CLASS MEETINGS
- Class meetings
Unless otherwise provided by the terms of issue of any class of shares of the Company, all the provisions of these Articles relating to general meetings of the Company or to the proceedings at general meetings shall, mutatis mutandis, apply to every separate meeting of the holders of any class of shares of the Company, except that in the case of a meeting held in connection with the variation or abrogation of the rights attached to the shares of the class:-
-
- the necessary quorum shall be two persons at least holding or representing by proxy at least one-third in nominal amount of the issued shares of the class (excluding any shares of that class held as treasury shares) or, at any adjourned meeting of such holders, the holder or holders of shares of the class who are present in person or by proxy, whatever his or their holdings;
- a poll may be demanded by any holder of shares of the class present in person or by proxy; and
- the holders of shares of the class shall, on a poll, have one vote in respect of every share of the class held by them respectively.
NUMBER OF DIRECTORS
- Number of Directors
The number of Directors must not be less than two but (unless determined by ordinary resolution) is not subject to any maximum.
APPOINTMENT AND RETIREMENT OF DIRECTORS
- Directors to retire by rotation
At every annual general meeting all Directors shall retire from office.
Subject to the provisions of the Act and of these Articles, the Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not offer himself for re-election. A retiring Director shall be eligible for re-election. If the Company, at the meeting at which a Director retires under this Article, does not fill the vacancy the retiring Director shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the Director is put to the meeting and lost.
- Timing of vacation of office
A Director retiring at a meeting who is not reappointed shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting or of any adjournment thereof.
- Age of Directors
No Director shall vacate or be required to vacate his office as a Director on or by reason of his attaining or having attained the age of 70 or any other age, and any Director retiring or liable to retire under the provisions of these Articles and any person proposed to be appointed a Director shall be capable of being appointed or reappointed notwithstanding that he has attained the age of 70 or any other age and no special notice need be given of any resolution for the appointment or reappointment as a Director of a person who shall have attained the age of 70 or any other age.
- Persons eligible as Directors
No person other than a Director retiring at the meeting shall be appointed or reappointed a Director at any general meeting unless:-
-
- he is recommended by the Board; or
-
not less than seven nor more than 21 clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Company of his intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or reappointed, be required to be included in the Company's register of Directors together with notice executed by that person confirming his willingness to be appointed or reappointed.
-
Power of Company to appoint Directors
Subject to the provisions of these Articles, the Company may by ordinary resolution appoint a person who is willing to act to be a Director either to fill a vacancy or as an additional Director.
- Power of Board to appoint Directors
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 provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these Articles as the maximum number of Directors. A Director so appointed shall hold office only until the next following annual general meeting when he shall retire from office and be eligible for reappointment. If not reappointed at such annual general meeting, he shall vacate office at its conclusion.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
- Removal of a Director by ordinary resolution
In addition to any power of removal conferred by the Acts, the Company may by ordinary resolution remove any Director before the expiration of his period of office. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company. No special notice need be given of any resolution to remove a Director in accordance with this Article 92 and no Director proposed to be removed in accordance with this Article 92 has any special right to protest against his removal.
- Vacation of office
The office of a Director shall be vacated if:-
-
- that person ceases to be a Director by virtue of any provision of the Act or these Articles or is prohibited from being a Director by law; or
- a bankruptcy order is made against that person; or
- a composition is made with that person’s creditors generally in satisfaction of that person’s debts; or
- a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a Director and may remain so for more than three months; or
- notification is received by the Company from the Director that the Director is resigning from office, and such resignation has taken effect in accordance with its terms; or
- in the case of a person who is also an employee of the Company, or any Subsidiary Undertaking, he ceases to be such an employee; or
- he shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the other Directors resolve that his office be vacated; or
- all the other Directors unanimously resolve (by way of a resolution in writing, if they see fit) that his office be vacated.
ALTERNATE DIRECTORS
- Appointment of Alternate Directors
Any 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 him.
- Termination of appointment
The appointment of an Alternate Director shall automatically terminate in any of the following events:-
-
- if his appointor terminates the appointment;
- on the happening of any event which, if he were a Director, would cause him to vacate the office of Director;
- if he resigns his appointment by notice to the Company;
- if his appointor ceases for any reason to be a Director otherwise than by retiring and being reappointed or deemed to be reappointed at the meeting at which he retires; or
-
if he is not a Director and the Board revokes its approval of him by resolution.
-
Effect of appointment
An Alternate Director shall (subject to his giving to the Company an address within the United Kingdom at which notices may be served upon him) be entitled at his appointor's request to receive notice of all meetings of the Board and of all meetings of committees of the Board of which his appointor is a member, to attend and vote and (save as provided in these Articles) be counted in the quorum at any such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointor as a Director in his absence.
- Expenses and remuneration
An Alternate Director may be repaid by the Company such expenses as might properly have been repaid to him if he had been a Director and in respect of his office of Alternate Director may receive such remuneration from the Company as the Board may determine. An Alternate Director shall be entitled to be indemnified by the Company to the same extent as if he were a Director.
- Alternate Director to be officer
An Alternate Director shall, during his appointment, be an officer of the Company and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him.
- Method of appointment and removal
Any appointment or removal of an Alternate Director shall be in writing signed by the Director making or revoking the appointment or in any other manner approved by the Board and shall take effect (subject to any approval required by these Articles) upon receipt of such written appointment or removal at the Office or by the Secretary or at an address specified by the Company for the purpose of communicating by electronic means.
- Appointee acting in more than one capacity
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 represents in addition to his own vote (if any) as a Director. However, he shall count as only one for the purpose of determining whether a quorum is present.
POWERS OF DIRECTORS
- General powers of Company vested in Board
Subject to the provisions of the 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. No alteration of these 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 and a duly convened meeting of the Board at which a quorum is present may exercise all powers exercisable by the Board.
- Local board
The Board may make such arrangements as the Board thinks fit for the management and transaction of the Company's affairs and may for that purpose appoint local boards, managers and agents and delegate to them any of the powers of the Board with power to sub-delegate.
- Appointment of attorneys and agents
The Board may from time to time, by power of attorney executed by the Company or otherwise, appoint any company, firm or person, or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or agent of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit. Any such power of attorney or other authority may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Board may think fit and may also authorise any such attorney or agent to sub-delegate all or any of the powers, authorities and discretions vested in him.
DELEGATION OF DIRECTORS' POWERS
- Delegation of Directors' powers
The Board may delegate any of its powers, authorities and discretions (including, without prejudice to the generality of the foregoing, all powers, authorities and discretions whose exercise involves or may involve agreement of the terms of service or termination of employment or appointment of or the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to any committee consisting of one or more Directors together with any other person or persons approved by the Board, with power to sub-delegate. Any such delegation may be made subject to any conditions the Board may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of these Articles regulating the proceedings of the Board so far as they are capable of applying. Insofar as any power, authority or discretion is delegated to a committee, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be read and construed as if it were a reference to the exercise of such power, authority or discretion by such committee. Every such committee shall have as a majority of its membership persons who are Directors and no resolution of any such committee shall be effective unless the majority of the persons present (in person or by their Alternate Directors) at the meeting at which it is passed are Directors.
BORROWING POWERS
- Borrowing powers
- Subject as hereinafter provided and to the provisions of the Acts, the Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
- The Directors 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 subsidiary companies (if any) so as to secure (so far, as regards subsidiaries, as by such exercise they can secure) that the aggregate of the outstanding monies for the time being borrowed by members of the Group (which for the purposes of this Article 105 shall mean the Company and its subsidiary undertakings for the time being) and owing to persons outside the Group as calculated pursuant this Article 105 (the "Amounts Borrowed") shall not at any time without the previous sanction of an ordinary resolution of the Company exceed five times the Adjusted Capital and Reserves (as defined below) provided that the Amounts Borrowed:-
- shall, in relation to any convertible bond issued by any member of the Group, only include the amount or proportion of such convertible bond that is treated or would, if such bond were to have been issued at the relevant time, have been treated as debt in the latest audited consolidated balance sheet of the Group; and
- shall be reduced by the aggregate amount of:-
- cash in hand or on deposit with any bank or financial institution to the extent beneficially owned by a member of the Group including, for the avoidance of doubt, any cash held as collateral or other security for any monies borrowed by members of the Group;
- securities issued or unconditionally guaranteed by the government of the United States of America or the United Kingdom or by any agency of such a government having an equivalent credit rating;
- commercial paper in Euro, Sterling or US Dollars not issued or guaranteed by a member of the Group, for which a recognised trading markets exists and maturing within one year of being acquired and having a rate of at least A-1 from Standard and Poor’s Corporation or at least P-1 from Moody’s Investor Services Inc. or, if unrated, whose issuer has an equivalent rating in respect of its long term debt obligations; and
- certificates of deposit or bankers’ acceptances maturing within one year of being acquired issued by any bank or financial institution having a long term unsecured debt rating of at least A-1 from Standard and Poor’s Corporation or at least P-1 from Moody’s Investor Services Inc.; and
- For the purpose of the foregoing limit the following provisions shall apply:-
- the Adjusted Capital and Reserves shall mean the aggregate of:-
- the amount paid up on the issued share capital of the Company; and
- the total of the capital and revenue reserves of the Group (including any share premium account, capital redemption reserve fund, credit balance on the consolidated profit and loss account and credit balance on any other undistributable reserves) but excluding sums set aside for taxation (including deferred taxation) and amounts attributable to outside shareholders in subsidiaries and deducting any debit balance on the consolidated profit and loss account (except to the extent that such deduction has already been made)
- the Adjusted Capital and Reserves shall mean the aggregate of:-
all as shown in the latest audited consolidated balance sheet of the Group but adjusted as may be necessary in respect of any variation in the paid up share capital or share premium account or other reserves (other than as a result of trading profits or losses) of the Company since the date of its latest audited balance sheet and to reflect any change since that date in the companies comprising the Group. For the purposes of calculating the revenue reserves of the Group there shall be included and added a notional reserve equal to the difference between the values of the property assets of the Group included within the relevant accounts and (if higher) the open market vacant possession values of those properties as shown in any note to the accounts or report, review or statement of a director or the directors accompanying such accounts based upon an external valuation carried out prior to the date of the relevant accounts;
-
-
- there shall be deemed, subject as hereinafter provided, to have been borrowed and to be outstanding as borrowed moneys of the relevant member of the Group (to the extent that the same would not otherwise fall to be taken into account):-
- the principal amount of all debentures issued in whole or in part for a consideration other than cash (including any fixed or minimum premium payable on final repayment) of any member of the Group which are not for the time being beneficially owned within the Group;
- the outstanding amount of acceptances (not being acceptances of trade bills in respect of the purchase or sale of goods in the ordinary course of trading) by any member of the Group or by any bank or accepting house under any acceptance credit opened on behalf of and in favour of any member of the Group;
- moneys borrowed by any member of the Group for the purpose of repaying or redeeming (with or without premium) in whole or in part of any other borrowed moneys falling to be taken into account and intended to be applied for such purpose within six months after the borrowing thereof shall not during such period, except to the extent so applied, themselves be taken into account;
- any Amounts Borrowed by any member of the Group from bankers or others for the purpose of financing any contract up to an amount not exceeding that part of the price receivable under such contract which is guaranteed or insured by the Export Credits Guarantee Department or other like institution carrying on a similar business shall be deemed not to be borrowed moneys;
- moneys borrowed by a partly-owned subsidiary undertaking and not owing to another member of the Group shall be taken into account subject to the exclusion of a proportion thereof equal to the minority proportion and moneys borrowed and owing to a partly owned subsidiary undertaking by another member of the Group shall be taken into account to the extent of a proportion thereof equal to the minority proportion; for the purposes aforesaid "minority proportion" shall mean the proportion of the issued equity share capital of such partly owned subsidiary undertaking which is not attributable to the Company;
- borrowed moneys of any member of the Group expressed in or calculated by reference to a currency other than sterling shall be translated into sterling using the methods applied in translating the appropriate item in the balance sheet of the relevant member of the Group for the preparation of the last audited consolidated accounts of the Group or by reference to the rate of exchange or approximate rate of exchange ruling on whatever date and determined on whatever basis the Auditors may determine or approve.
-
- No person dealing with the Company or any of its subsidiaries shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had, at the time when the debt was incurred or security given, express notice that the said limit had been or would thereby be exceeded.
- A certificate or report by the Auditors as to the amount of the Adjusted Capital and Reserves or the amount of moneys borrowed or to the effect that the limit imposed by this Article 105 was not or will not be exceeded at any time or times shall be conclusive evidence of such amount or fact for the purpose hereof.
EXECUTIVE DIRECTORS
- Appointment to executive offices
Subject to the provisions of the Acts, the Board may:-
-
- appoint one or more of its body to the office of Executive Director (except that of Auditor) of the Company and may enter into an agreement or arrangement with any Director for his employment by the Company or any Subsidiary Undertaking or for the provision by him of any services outside the scope of the ordinary duties of a Director. Any such appointment, agreement or arrangement may be made upon such terms as the Board determines and it may remunerate any such Director for his services as it thinks fit; and
-
permit any person appointed to be a Director to continue in any other office or employment held by him with the Company or any Subsidiary Undertaking before he was so appointed.
-
Termination of appointment as Executive Director
- Any appointment of a Director to the office of Executive Director shall terminate if he ceases to be a Director pursuant to Article 93. Any such termination of appointment shall be without prejudice to any claim for damages for breach of contract of service between the Executive Director and the Company (or relevant Subsidiary Undertaking) which may be involved in the termination.
- Emoluments of Executive Directors
The emoluments and benefits of any Executive Director for his services as such shall be determined by the Board and may be of any description, and (without limiting the generality of the foregoing) may include membership of any scheme or fund instituted or established or financed or contributed to by the Company for the provision of pensions, life assurance or other benefits for employees or their dependants or, apart from membership of any such scheme or fund, the payment of a pension or other benefits to him or his dependants on or after retirement or death.
- Delegation to Executive Directors
The Board may delegate or entrust to and confer upon any Executive Director any of the powers, authorities and discretions exercisable by it (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit and either collaterally with or to the exclusion of its own powers and may from time to time revoke, withdraw or vary all or any part of such powers.
ASSOCIATE DIRECTORS
- Associate directors
The Board may at any time and from time to time appoint any person to be an associate director having such title, including the word "director", as the Board may decide and may at any time remove any person so appointed. A person so appointed shall not be a Director of the Company and shall not be a member of the Board. Subject as aforesaid, the Board may define and limit the powers and duties of any associate director and may determine his remuneration which may be in addition to any other remuneration receivable by him from the Company or any Subsidiary Undertaking.
REMUNERATION OF DIRECTORS
- Directors' remuneration
- Directors may undertake any services for the Company that the Directors decide.
- The fees of the Directors (other than any Executive Directors appointed under these Articles) shall be such amount as the Directors shall from time to time determine provided that, unless otherwise approved by the Company by ordinary resolution in general meeting, the aggregate of the fees of such Directors shall not exceed £750,000 per year. The fees shall be divided among such Directors in such manner as the Directors may determine. A Director holding office for part only of a year shall be entitled to a proportionate part of a full year's fees.
- Subject to these Articles, a Director's remuneration may:
- take any form, and
- include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that Director.
- Unless the Directors decide otherwise, Directors' remuneration accrues from day to day.
- Unless the Directors decide otherwise, Directors are not accountable to the Company for any remuneration which they receive as Directors or other officers or employees of the Company's subsidiaries or of any other body corporate in which the Company is interested.
- Extra remuneration
Any Director who serves on any committee of the Board or, by request of the Board, performs special services or goes or resides abroad for any purposes of the Company may be paid such extra remuneration by way of salary, percentage of profits or otherwise as the Board may determine.
DIRECTORS' EXPENSES
- Directors' expenses
The Directors may be paid all travelling, hotel and other expenses as they may incur in connection with their attendance at meetings of the Board or of committees of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of the Company or otherwise in connection with the discharge of their duties.
DIRECTORS' GRATUITIES AND PENSIONS
- Directors' gratuities and pensions
The Board may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a Subsidiary Undertaking or a predecessor in business of the Company or of any Subsidiary Undertaking, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
DIRECTORS' INTERESTS
- Interests in proposed transactions to be disclosed
A Director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company must declare, in accordance with the Act, the nature and extent of his interest to the other Directors.
- Interests in actual transactions to be disclosed
A Director who is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the Company must declare, in accordance with the Act, the nature and extent of his interest to the other Directors unless the interest has been declared under Article 115 above.
- Issues relating to declarations of interests
For the purposes of Articles 115 and 116:-
-
- the declaration of interest must be made at a meeting of the Directors or by notice in writing to the Directors in accordance with section 184 of the Act or by general notice in accordance with section 185 of the Act;
- if the declaration proves to be or becomes inaccurate or incomplete, a further declaration must be made;
- a declaration in respect of a proposed transaction or arrangement must be made before the Company enters into the transaction or arrangement;
- a declaration in respect of an existing transaction or arrangement must be made as soon as is reasonably practicable;
- a declaration of an interest of which the Director is not aware or where the Director is not aware of the transaction or arrangement in question is not required; and
-
an interest of a person who is connected with a Director shall be treated as an interest of the Director.
-
When a declaration is not required
A Director need not declare an interest under Articles 115 and 116:-
-
- if it cannot reasonably be regarded as likely to give rise to a conflict of interest;
- if, or to the extent that, the other Directors are already aware of it (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware); or
-
if, or to the extent that, it concerns terms of his service contract that have been or are to be considered:-
- by a meeting of the Directors; or
- by a committee of the Directors appointed for the purpose under the Articles.
-
Permitted interests
Subject to the provisions of the Act, and provided that he has disclosed to the Board the nature and extent of any interest of his in accordance with Articles 115 and 116, a Director notwithstanding his office:-
-
- may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
- may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
-
shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
-
Director may act in a professional capacity
Any Director may act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
- Voting on matters where a Director is interested
In the case of interests arising under Article 115 or 116, save as otherwise provided in these Articles, a Director shall not vote at a meeting of the Board or of a committee of the Board on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material (otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or through, the Company) unless his interest or duty arises only because the case falls within one or more of the following paragraphs:-
-
- the resolution relates to the giving to him or a person connected with him of a guarantee, security or indemnity in respect of money lent to, or an obligation incurred by him or such a person at the request of or for the benefit of, the Company or any Subsidiary Undertaking;
- the resolution relates to the giving to a third party of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any Subsidiary Undertaking for which the Director or a person connected with him has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
- his interest arises by virtue of him or a person connected with him subscribing or agreeing to subscribe for any shares, debentures or other securities of the Company or any Subsidiary Undertaking or by virtue of him or a person connected with him being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any such shares, debentures, or other securities by the Company or any Subsidiary Undertaking for subscription, purchase or exchange;
- the resolution relates in any way to any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he and any persons connected with him do not to his knowledge hold an interest in shares (as that term is used in Part 22 of the Act) representing one per cent or more of any class of the equity share capital of such company or of the voting rights available to members of such company (excluding any shares in the company held as treasury shares and any voting rights attached thereto);
- the resolution relates in any way to an arrangement in whole or in part for the benefit of the employees of the Company or any Subsidiary Undertakings which does not award him as such any privilege or advantage not generally awarded to the employees to whom such arrangement relates;
- the resolution relates in any way to the purchase or maintenance for the Directors of insurance against any liability which by virtue of any rule of law would otherwise attach to all or any of them in respect of any negligence, default, breach of duty or breach of trust in relation to the Company or any Subsidiary Undertaking;
- A company shall be deemed to be one in which a Director has a relevant interest if and so long as he (together with persons connected with him within the meaning of sections 252 to 255 of the Act) to his knowledge holds an interest in shares (as determined pursuant to sections 820 to 825 of the Act) representing 1% or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company or if he can cause 1% of more of those voting rights to be exercised at his direction; and
-
Where a company in which a Director has a relevant interest is interested in a contract, he shall also be deemed interested in that contract.
-
Quorum when a Director is not entitled to vote
A Director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
- Proposals may be considered separately
Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or a body corporate in which the Company is interested the proposals shall be divided and considered in relation to each Director separately and (provided he is not for another reason precluded from voting) each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.
- Chair to decide whether a Director may vote
If a question arises at a meeting of the Board or of a committee of the Board as to the right of a Director to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question may (unless the Director concerned is the chair of the meeting in which case he shall withdraw from the meeting and the Board shall elect a vice chair to consider the question in place of the chair), before the conclusion of the meeting, be referred to the chair of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned has not been fairly disclosed and provided that any such question shall, for the purposes of disclosure of the interest in the accounts of the Company, be finally and conclusively decided by a majority of the Board (other than the Director concerned).
DIRECTORS' POWERS TO AUTHORISE CONFLICTS OF INTEREST
- Authorisation of interests
The Directors may authorise, to the fullest extent permitted by law, any matter proposed to them which would otherwise result in a Director infringing his duty under section 175 of the Act to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company and which may reasonably be regarded as likely to give rise to a conflict of interest.
- Requirement for authorisation to be effective
Authorisation of a matter under Article 125 is effective only if:-
-
- the matter has been proposed to the Directors by its being submitted in writing for consideration at a meeting of the Directors or for the authorisation of the Directors by resolution in writing and in accordance with the Board's normal procedures or in such other manner as the Board may approve;
- any requirement as to quorum at the meeting of the Directors at which the matter is considered is met without counting the Director in question and any other interested Director; and
- the matter has been agreed to without the Director in question and any other interested Director voting or would have been agreed to if their votes had not been counted.
-
The relevant Director and any other Director with a similar interest may, if the other members of the Board so decide, be excluded from any board meeting while the conflict is under consideration.
-
Conflicts arising out of authorised matter
Any authorisation of a matter under Article 125 shall extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter so authorised. The Board may revoke or vary such authority at any time but this will not affect anything done by the relevant Director prior to such revocation in accordance with the terms of such authority.
- Directors may impose terms on authorisation
The Board may authorise a matter pursuant to Article 125 on such terms and for such duration, or impose such limits or conditions on it, as it may decide and vary the terms or duration of such an authorisation (including any limits or conditions imposed on it) or revoke it. A Director shall comply with any obligations imposed on him by the Directors pursuant to any such authorisation. The terms of authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded).
- Examples of terms that may be imposed
Any terms imposed by the Board under Article 128 may include (without limitation):-
-
- whether the Director may vote (or be counted in the quorum) at a meeting of the Board or any committee or sub-committee of the Board in relation to any resolution relating to the relevant matter;
- whether the Director is to be given any documents or other information in relation to the relevant matter; and
-
whether the Director is to be excluded from discussions in relation to the relevant matter at a meeting of the Board or any committee or sub-committee of the Board or otherwise.
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Confidential information
The Director shall not be required to disclose any confidential information obtained in relation to the relevant matter (other than through his position as a Director of the Company) to the Company or to use or apply it in performing his duties as a Director if to do so would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with that matter.
- General duties
A Director does not infringe any duty he owes to the Company by virtue of sections 171 to 177 of the Act if he acts in accordance with such terms, limits and conditions (if any) as the Board may impose in respect of its authorisation of the Director's conflict of interest or possible conflict of interest under Article 125.
- Accountability for benefits
A Director shall not, save as otherwise agreed by him, be accountable to the Company for any benefit which he (or a person connected with him) derives from any matter authorised by the Directors under Article 125 and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such benefit.
- Conflict of duties
A reference in these Articles to a conflict of interest includes a conflict of interest and duty and a conflict of duties.
DIRECTORS' INTERESTS - GENERAL
- Connected persons
For the purposes of Articles 115 to 133:-
-
- an interest of a person connected with a Director shall be treated as an interest of the Director; and
-
section 252 of the Act shall determine whether a person is connected with a Director.
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Suspension or ratification by ordinary resolution
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 the Board or of a committee of the Board or ratify any contract, transaction or arrangement, or other proposal, not duly authorised by reason of a contravention of any provisions of these Articles.
PROCEEDINGS OF THE BOARD
- Notice of Board meetings
- 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. Notice of any Directors' meeting must indicate:
- its proposed date and time:
- where it is to take place; and
- if it is anticipated that Directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
- Notice of a Board meeting may be given to a Director personally or by word of mouth or sent by instrument to him at such address as he may from time to time specify for this purpose (or if he does not specify an address, at his last known address) or sent in electronic form to such address (if any) as may for the time being be notified by him or on his behalf to the Company for that purpose. A Director absent or intending to be absent from the United Kingdom may request the Board that notices of Board meetings shall during his absence be given by instrument or in electronic form to him (or to his alternate) at an address given by him to the Company for this purpose, but if no such request is made it shall not be necessary to give notice of a Board meeting to any Director who is for the time being absent from the United Kingdom. A Director may waive notice of any meeting either prospectively or retrospectively.
- Subject to these Articles, the Directors may make any rule which they think fit about how they take decisions and how such rules are to be recorded or communicated to Directors.
- Voting at Board meetings
Questions arising at a Board meeting shall be decided by a majority of votes. In the case of an equality of votes, the chair of the meeting shall have a second or casting vote, unless he is not, in accordance with the Articles, to be counted as participating in the decision-making process for quorum, voting or agreement purposes.
- Quorum at Board meetings
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 as an Alternate Director shall, if his appointor is not present, be counted in the quorum provided that a Director or Alternate Director who attends a meeting of the Board shall for the purposes of a quorum be counted as one person notwithstanding that he also attends such meeting as an Alternate Director or that he attends as an Alternate Director appointed by more than one Director.
- Participation in meetings by telephone
Any Director or other person may participate in a meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other and any person participating in the meeting in this manner shall be deemed to be present in person at that meeting. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, at the place where the chair of the meeting is at the time the meeting is held.
- Number of Directors below quorum
The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in the Board 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 in the Board or of calling a general meeting, so as to enable the shareholders to appoint further Directors.
- Chair
The Board may appoint one of its number to be the chair of the Board and one or more deputy chairs and may at any time remove them from office. Unless he is unwilling to do so, the chair of the Board shall preside at every meeting of the Board at which he is present. But if there is no chair of the Board or deputy chair holding office, or if at any meeting neither the chair of the Board nor a deputy chair is present and willing to preside within ten minutes after the time appointed for the meeting, the Directors present may appoint one of their number to be chair of the meeting.
- Resolution in writing
A resolution in writing signed by all the Directors entitled to receive notice of a meeting of the Board (not being less than the number required to form a quorum of the Board) or all members of a committee 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 and may consist of several documents in hard copy form and/or sent by electronic means in the like form each signed by one or more Directors provided that all those signing or agreeing to the resolution would have formed a quorum at such a meeting. A resolution signed by an Alternate Director need not also be signed by his appointor and, if it is signed by a Director who has appointed an Alternate Director, it need not be signed by the Alternate Director in that capacity.
- Validity of acts
All bona fide acts done by a meeting of the Board, or of a committee of the Board, or by a person acting as a Director, Alternate Director or member of a committee shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment or continuance in office of any Director, Alternate Director or person acting as aforesaid, 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, Alternate Director or member of a committee and had been entitled to vote.
SECRETARY
- Secretary
Subject to the provisions of the Acts, the Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit and any Secretary so appointed may be removed by the Board. Two or more persons may be appointed as joint secretaries and the Board may also appoint from time to time on such terms as it may think fit one or more temporary or assistant or deputy secretaries.
MINUTES
- Minutes
The Board shall cause minutes to be kept:-
-
- of all appointments of officers made by the Board; and
- of all proceedings at meetings of the Company, of the holders of any class of shares in the Company, and of the Board, and of committees of the Board, including the names of the Directors present at each such meeting.
Any such minutes, if purporting to be signed by the chair of the meeting to which they relate or of the meeting at which they are approved, shall be sufficient evidence without any further proof of the facts stated in them. The Secretary must ensure that all resolutions of the Board passed otherwise than at Board meetings are kept for at least ten years.
THE SEAL
- Use of seal
If the Company has a Seal it shall only be used by the authority of the Board or of a committee of the Board authorised by the Board in that behalf. The Board may determine who shall sign any instrument to which the Seal is affixed and unless otherwise so determined it shall be signed by a Director and by the Secretary or by a second Director or by such other person or persons as the Board may approve.
- Official seal
If the Company has an official seal for use abroad, it may only be affixed to a document if its use on that document, or documents of a class to which it belongs, has been authorised by a decision of the Board, or of a committee of the Board authorised by the Board in that behalf.
- Securities seal
If the Company has a securities seal, it may only be affixed to securities by the Secretary or a person authorised to apply it to securities by the Board or the Secretary.
- Affixing of securities seal
For the purposes of the Articles, references to the securities seal being affixed to any document include the reproduction of the image of that seal on or in a document by any mechanical or electronic means which has been approved by the Directors in relation to that document or documents of a class to which it belongs.
DISTRIBUTIONS
- Procedure for declaring dividends
- Subject to the Acts, the Company may by ordinary resolution declare dividends and the Directors may decide to pay interim dividends.
- A dividend must not be declared unless the Directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the Directors. If the Directors’ recommendation as to the amount of the dividend is reduced or withdrawn following the issue of the notice of meeting, the chair shall amend or withdraw the proposed resolution to declare the dividend as the chair sees fit, in the case of an amended resolution, in accordance with Article 64.2.
- No dividend may be declared or paid unless it is in accordance with members’ respective rights.
- Unless the members’ resolution to declare or Directors’ decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each member’s holding of shares on the date of the resolution or decision to declare or pay it.
- If the Company's share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.
- The Directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.
- If the Directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on shares with deferred or non-deferred rights.
- Dividends may be declared or paid in any currency.
- Calculation of dividends
- Except as otherwise provided by these Articles or the rights attached to the shares, all dividends shall be:-
- declared and paid according to the amounts paid up on the nominal amount of the shares on which the dividend is paid; and
- 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.
- If any share is issued on terms providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly.
- For the purposes of calculating dividends, no account is to be taken of any amount which has been paid up on a share in advance of the due date for payment of that amount.
- Payment of dividends and other distributions
- Where a dividend or other sum which is a distribution is payable in respect of a share, it may, subject to Article 152.2, be paid by one or more of the following means:-
- transfer to a bank or building society account specified by the distribution recipient either in writing or as the Directors may otherwise decide;
- sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient’s registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the Directors may otherwise decide;
- sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the Directors may otherwise decide;
- by means of a relevant system in respect of shares in uncertificated form in such manner as may be consistent with the facilities and requirements of the relevant system or as the Directors may otherwise decide; or
- by any electronic or other means as the Directors may decide, to an account, or in accordance with the details, specified by the distribution recipient either in writing or as the Directors may otherwise decide.
- In respect of the payment of any dividend or other sum which is a distribution, the Directors may decide, and notify distribution recipients, that:
- one or more of the means described in Article 152.1 will be used for payment and a distribution recipient may elect to receive the payment by one of the means so notified in the manner prescribed by the Directors;
- one or more of such means will be used for the payment unless a distribution recipient elects otherwise in the manner prescribed by the Directors; or
- one or more of such means will be used for the payment and that distribution recipients will not be able to elect otherwise.
The Directors may for this purpose decide that different methods of payment may apply to different distribution recipients or groups of distribution recipients.
-
- Payment of any dividend or other sum which is a distribution is made at the risk of the distribution recipient. The Company is not responsible for a payment which is lost or delayed. Payment, in accordance with these Articles, of any cheque by the bank upon which it is drawn, or the transfer of funds by any means, or (in respect of shares in uncertificated form) the making of payment by means of a relevant system, shall be a good discharge to the Company.
- In the event that:
- a distribution recipient does not specify an address, or does not specify an account of a type prescribed by the Directors, or other details necessary in order to make a payment of a dividend or other distribution by the means by which the Directors have decided in accordance with this Article that a payment is to be made, or by which the distribution recipient has elected to receive payment, and such address or details are necessary in order for the Company to make the relevant payment in accordance with such decision or election; or
- if payment cannot be made by the Company using the details provided by the distribution recipient,
then the dividend or other distribution shall be treated as unclaimed for the purposes of these Articles.
-
- In these Articles, the "distribution recipient" means, in respect of a share in respect of which a dividend or other sum is payable:
- the holder of the share; or
- if the share has two or more joint holders, whichever of them is named first in the register of members (unless otherwise notified by all such holders to the Company in writing); or
- if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the transmittee.
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Uncashed distributions
If in respect of dividends or other moneys payable in respect of any shares cheques or warrants have been sent through the post in accordance with the provisions of the preceding Article but have been returned undelivered or left uncashed during the periods for which they are valid or bank transfers or other methods of payment have failed either:-
-
- on two consecutive occasions; or
- on any one occasion and reasonable enquiries have failed to establish another address or account of the person entitled to the moneys,
the Company need not thereafter despatch further cheques or warrants or give instructions for bank transfers or other methods of payment in payment of dividends or other moneys payable on or in respect of the shares in question until the distribution recipient shall have communicated with the Company and supplied in writing to the Transfer Office a new address or account to be used for the purpose.
- Deductions from distributions in respect of sums owed to the Company
- If:
- a share is subject to the Company's lien; and
- the Directors are entitled to issue a lien enforcement notice in respect of it,
they may, instead of issuing a lien enforcement notice, deduct from any dividend or other sum payable in respect of the share any sum of money which is payable to the Company in respect of that share to the extent that they are entitled to require payment under a lien enforcement notice.
-
- Money so deducted must be used to pay any of the sums payable in respect of that share.
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No interest on distributions
- The Company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by:
- the terms on which the share was issued, or
- the provisions of another agreement between the holder of that share and the Company.
- Unclaimed distributions
- All dividends or other sums which are:
- payable in respect of shares, and
- unclaimed after having been declared or become payable,
may be retained or invested or otherwise made use of by the Directors for the benefit of the Company until claimed.
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- The payment of any such dividend or other sum into a separate account does not make the Company a trustee in respect of it and the Company shall not be liable to pay, or account for, interest on it.
- If:
- six years have passed from the date on which a dividend or other sum became due for payment, and
- the distribution recipient has not claimed it,
the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the Company.
- Non-cash distributions
- Subject to the terms of issue of the share in question, the Company may, by ordinary resolution on the recommendation of the Directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company).
- If the shares in respect of which such a non-cash distribution is paid are uncertificated, any shares in the Company which are issued as a non-cash distribution in respect of them must be uncertificated.
- For the purposes of paying a non-cash distribution, the Directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution:
- fixing the value of any assets;
- paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and
- vesting any assets in trustees.
- Waiver of distributions
Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the Company notice in writing to that effect, but if:
-
-
- the share has more than one holder, or
- more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,
-
the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.
- Record dates
Without prejudice to any rights attached to any shares, the Company or the Board may fix a date, or a particular time on a date, as the record date by reference to which a dividend will be declared or paid or a distribution, allotment or issue made, and that date may be before, on or after the date on which the dividend, distribution, allotment or issue is declared, paid or made. In the absence of a record date being fixed, entitlement to any dividend, distribution, allotment or issue shall be determined by reference to the date on which the dividend is declared or the distribution, allotment or issue is made.
- Payment to persons entitled by transmission
The Board may pay the dividends or other moneys payable on shares in respect of which any person is entitled to be registered as holder by transmission to such person upon production of such evidence as would be required if such person desired to be registered as a member in respect of such shares.
- Scrip dividends
The Board may, with the sanction of an ordinary resolution of the Company, offer the holders 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 such dividend or dividends as are specified by such resolution. The following provisions shall apply:-
-
- the resolution may specify a particular dividend, or may specify all or any dividends declared or paid within a specified period, but such period shall end not later than the beginning of the annual general meeting in the fifth year following that in which such resolution is passed;
- the entitlement of each holder of shares to new shares shall be such that the value of such new shares shall be as nearly as possible equal to (but not in excess of) the cash amount that such holder would otherwise have received by way of dividend. For this purpose the value of a share shall be the average of the middle market quotations for such a share as derived from the London Stock Exchange Daily Official List on such five consecutive dealing days as the Directors shall determine provided that the first of such dealing days shall be on or after the day when the shares are first quoted "ex" the relevant dividend;
- no fraction of a share may be allotted and the Board may make such provision as it thinks fit for any fractional entitlements including provision:-
- for the whole or part of the benefit of fractional entitlements to be disregarded or to accrue to the Company; or
- for the value of fractional entitlements to be accumulated on behalf of a member (without entitlement to interest) and applied in paying up new shares in connection with a subsequent offer by the Company of the right to receive shares instead of cash in respect of a future dividend;
- the Board, after determining the basis of allotment, shall notify the holders of shares in writing of the right of election offered to them and (except in the case of any holder from whom the Company has received written notice in such form as the Board may require which is effective for the purposes of the relevant dividend that such holder wishes to receive shares instead of cash in respect of all future dividends in respect of which the Board offers the holders of shares the right to elect to receive shares as aforesaid) shall send with, or following, such notification, forms of election and specify the procedure to be followed and the place or address at which, and the latest date and time by which, duly completed forms of election must be received in order to be effective;
- the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on shares in respect of which such election has been duly made (the "elected shares") and instead additional shares shall be allotted to the holders of the elected shares on the basis of allotment determined as provided above. For such purpose the Board shall capitalise out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve) or any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine a sum equal to the aggregate nominal amount of the additional shares to be allotted on such basis and shall apply the same in paying up in full the appropriate number of unissued shares for allotment and distribution to and amongst the holders of the elected shares on such basis;
- the additional shares so allotted shall rank pari passu in all respects with the fully-paid shares of that class then in issue save only as regards participation in the relevant dividend; and
-
the Board may on any occasion determine that rights of election shall only be made available subject to such exclusions, restrictions or other arrangements as it may in its absolute discretion deem necessary or desirable in order to comply with legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory.
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Joint holders
If several persons are entered in the Register as joint holders of any share or are jointly entitled to a share, any one of them may give receipts for any dividend or other moneys payable in respect of the share and the Board may deduct from the dividends or other moneys payable in respect of any share held jointly by several persons all sums of money (if any) presently payable to the Company from any one or more of the registered holders on account of calls or otherwise in relation to shares in the Company held in the joint names of all (but not some only) of such registered holders.
ACCOUNTS
- Members have no rights to inspect records
No member shall (as such) have any right of inspecting any accounting records or other book or document of the Company except as conferred by the Acts or authorised by the Board or by ordinary resolution of the Company.
- Delivery of accounts
- Save as provided in this Article, a copy of the annual accounts of the Company together with a copy of the Auditor's report and the Directors' report and any other documents required to accompany or to be annexed to them shall, not less than 21 days before the date of the general meeting at which copies of those documents are to be laid, be sent to every member and to every debenture holder of the Company and to every other person who is entitled to receive notices from the Company of general meetings.
- Copies of the documents referred to in Article 164.1 need not be sent:-
- to a person who is not entitled to receive notices of general meetings and of whose address the Company is unaware; or
- to more than one of the joint holders of shares or debentures in respect of those shares or debentures,
provided that any member or debenture holder to whom a copy of such documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.
-
- The Company may, in accordance with sections 426 and 426A of the Act and any regulations made under it, send a strategic report with supplementary information to any of the persons otherwise entitled to be sent copies of the documents referred to in Article 164.1 instead of or in addition to those documents and, where it does so, the statement shall be delivered or sent to such person not less than 21 days before the general meeting at which copies of those documents are to be laid.
CAPITALISATION OF PROFITS
- Procedure
The Board may with the authority of an ordinary resolution of the Company:-
-
- subject as subsequently provided in these Articles, resolve to capitalise all or any part of the profits of the Company to which this Article applies;
- appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either:-
- in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively; or
- in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions,
or partly in one way and partly in the other;
-
- in respect of any shares held as treasury shares, include, to the extent permitted by the Act, the Company among the members entitled to the sum resolved to be capitalised notwithstanding that it is not entitled to any dividend in respect of such shares;
- make such provision by the issue of fractional securities or by payment in cash or otherwise as it determines in the case of shares or debentures otherwise becoming distributable under this Article in fractions; and
-
authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members.
-
Profits which may be capitalised
The profits of the Company to which the preceding Article applies shall be any undivided profits of the Company not required for paying fixed dividends on any preference shares or other shares issued on special conditions and shall be deemed to include:-
-
- any reserves arising from appreciation in capital assets or ascertained by valuation; and
- any other amounts for the time being standing to any reserve or reserves including capital redemption reserve and share premium account,
provided that to the extent required by the Acts the Company shall not apply an unrealised profit in paying up debentures or any amounts unpaid on any of its issued shares and the only purpose to which sums standing to share premium account or capital redemption reserve shall be applied pursuant to the preceding Article shall be the payment up in full of unissued shares to be allotted and distributed as aforesaid.
NOTICES
- Form of notice
Any notice or other document to be sent or given pursuant to these Articles (other than a notice calling a meeting of the Board) shall be in writing and, subject to the Act, may be sent in electronic form to such address (if any) as may for the time being be notified for that purpose to the person sending the notice or other document by or on behalf of the person to whom the notice or document is sent. The Board may from time to time specify the form and manner in which a notice may be given by or to the Company in electronic form and may prescribe such procedures as it thinks fit for verifying the authenticity or integrity of any such communication in electronic form. A notice may be given to the Company in electronic form only if it is given to an address specified for the receipt of communications in electronic form of that type and in accordance with the requirements specified by the Board.
- Method of service
The Company may give any notice in writing, document or other communication to a member:
-
- personally;
- by sending it by post in a prepaid envelope addressed to the member at his address in the Register;
- by means of a relevant system;
- by leaving it at that address;
- by sending it in electronic form to such address (if any) as may for the time being be notified to the Company by or on behalf of the member for that purpose; or
- by making it available on a website and notifying the member of its availability in accordance with the Act. A member shall be deemed to have agreed that the Company may send or supply a document or information by means of a website if the conditions set out in the Act have been satisfied.
In the case of joint holders of a share, all notices and other documents shall be given to the joint holder whose name stands first in the Register in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.
- Members with overseas addresses
A member whose postal address in the Register is not within the United Kingdom and who gives to the Company a postal address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that postal address, but otherwise no such member shall be entitled to receive any notice from the Company through the postal system.
- Member present deemed to have notice
A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company (and, where such person is one of the joint holders of a share, all the joint holders) shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
- Service of notice on person entitled by transmission
A notice or other document may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description at the address, if any, within the United Kingdom supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or other event giving rise to the transmission of the share by operation of law had not occurred. Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the Register, has been duly given to a person from whom he derives his title.
- Untraced member not entitled to notices
If the Company has suspended the despatch of cheques or warrants to any member or other person entitled thereto in accordance with the provisions of these Articles or, if on two consecutive occasions notices have been sent through the post to any member or other person entitled thereto at his registered address or address for service but have been returned undelivered, such member or other person entitled thereto shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied in writing to the Transfer Office a new registered address or address within the United Kingdom for the service of notices.
- When notice deemed served
Proof that an envelope containing a notice in writing, document or other communication was properly addressed, prepaid and put into the post shall be conclusive evidence that the notice, document or communication was sent. Proof (in accordance with the formal recommendations of best practice contained in the guidance issued by the Institute of Chartered Secretaries and Administrators) that a communication in electronic form was sent by the Company shall be conclusive evidence that the communication was sent. If the Company receives a delivery failure notification following a communication by electronic means the Company shall send or supply the document or notice in hard copy form or electronic form (but not by electronic means) to the member either personally or by sending it by post in accordance with Article 168. A notice in writing, document or other communication shall be deemed to have been given:
-
- if left at a registered address or address at which a notice in writing, document or other communication may be given, on the day on which it was so left;
- if sent by first class post, on the day following that on which the envelope containing it was put into the post;
- if sent by second class post, on the second day following that on which the envelope containing it was put into the post;
- if sent by electronic means on the day on which the communication was sent notwithstanding that the Company subsequently sends a hard copy of such notice, document or information by post;
- if made available on a website, when the recipient was deemed to have received notification of the fact that the material was available on the website, in accordance with this Article; and
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if sent by means of a relevant system, when the Company or any sponsoring system-participant acting on its behalf sends the issuer-instruction relating to the communication.
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Notice when post not available
Without prejudice to the Article governing the accidental omission to give notice and to the presumption of service by post and the presumed date of service by post in the last preceding Article, if at any time, by reason of the suspension or curtailment of postal services within all or any part of the United Kingdom, the Board reasonably believes that a notice of a general meeting, if sent by post, is unlikely to be delivered within seven days of posting, the Company may at its sole discretion and either in addition to or in substitution for notice by post, convene a general meeting by a notice advertised in at least one national newspaper and such notice shall be deemed to have been duly served on all members and other persons entitled thereto on the day when the advertisement has appeared in at least one such newspaper. If in any such case notices have not been posted the Company shall send confirmatory copies of the notice by post if at least seven days prior to the meeting the delivery by post of notices to addresses throughout the United Kingdom again becomes practicable.
AUTHENTICATION OF DOCUMENTS
- Authentication of documents
Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any document affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee of the Board, and any books, records, documents and accounts relating to the business of the Company and may certify copies thereof or extracts therefrom as true copies or extracts. Where these Articles require a notice or other document to be signed or authenticated by a member or other person then any notice or other document sent or supplied in electronic form is sufficiently authenticated in any manner authorised by the Act or in such other manner as may be approved by the Directors. The Directors may designate mechanisms for validating any such notice or other document and any such notice or other document not so validated by use of such mechanisms shall be deemed not to have been received by the Company. Except in the case of manifest error a document which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company in good faith that the document is true and complete and in the case of a copy of a resolution or an extract from the minutes of the Board or any committee of the Board that such copy or extract is a true and accurate record of proceedings at a duly constituted meeting.
DESTRUCTION OF DOCUMENTS
- Destruction of documents
- It shall be presumed conclusively in favour of the Company that every entry on the Register purporting to have been made on the basis of an instrument of transfer or other document destroyed by the Company was duly and properly made and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered, and that every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and that every other document so destroyed was a valid and effective document in accordance with the recorded particulars of it in the books and records of the Company and that every paid dividend warrant and cheque so destroyed was duly paid; provided always that:-
- six years shall have elapsed since the date of registration of the relevant instrument of transfer of shares and two years shall have elapsed since the date of recording of the relevant dividend mandate or notification of change of name or address and one year shall have elapsed since the recorded date of payment of the relevant dividend warrant or cheque or cancellation of the relevant cancelled share certificate; and
- the Company is not shown to have destroyed a document in bad faith or with actual notice of any claim (regardless of the parties) to which the document might be relevant.
- The Company shall be entitled to destroy any such document after the relevant period referred to in Article 176.1.1 but nothing in these Articles shall be construed as imposing upon the Company any duty to retain any document for such period.
- References in this Article to the destruction of any document include references to its disposal in any manner.
PROVISION FOR EMPLOYEES ON CESSATION OF BUSINESS
- Provision for employees on cessation of business
The Board may decide to make provisions for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries (other than a Director or former Director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Company or that subsidiary.
WINDING UP
- Winding up
If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Acts, 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. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he with the like sanction determines, but no member shall be compelled to accept any assets upon which there is a liability.
INDEMNITY AND INSURANCE
- Indemnity
- Subject to the Acts, the Company may indemnify any director or other officer (other than the auditor) of the Company or of any associated company against any liability incurred in the performance of their duties, exercise of powers and/or their office, pursuant to any qualifying third party indemnity provision or any qualifying pension scheme indemnity provision, or on any other basis as is lawful, in each case on such terms as the Board may decide.
- In this Article qualifying third party indemnity provision, qualifying pension scheme provision and associated company have meanings that they have in Part 10 of the Act.
- Insurance
- The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss.
- In this Article 180:
- a "relevant officer" means a director, secretary or other officer or former director, secretary or other officer of the Company or any associated company but excluding the Auditor;
- a "relevant loss" means any loss or liability which has been or may be incurred by a relevant officer in connection with that officer's duties, responsibilities or powers in relation to the Company or any associated company or any pension fund or employees' share scheme of the Company or any associated company; and
- companies are associated if one is the subsidiary of the other or both are subsidiaries of the same body corporate.
REAL ESTATE INVESTMENT TRUST
- Cardinal principle
- It is a cardinal principle that, for so long as the Company qualifies for UK REIT status or is the principal company of a group UK real estate investment trust for the purposes of Part 12 of the CTA 2010, as such Part may be modified, supplemented or replaced from time to time, neither the Company nor any member of the Group should be liable to pay tax under section 551 CTA 2010 (as such section may be modified, supplemented or replaced from time to time) on or in connection with the making of a Distribution.
- These Articles 181.1 to 181.31 inclusive support such cardinal principle by, among other things, imposing restrictions and obligations on the shareholders of the Company and, indirectly, certain other persons who may have an interest in the Company, and shall be construed accordingly so as to give effect to such cardinal principle.
- For the purposes of Articles 181.1 to 181.31 inclusive, the following words and expressions shall bear the following meanings:
| "business day" | means a day (not being a Saturday or Sunday) on which banks are normally open for business in London |
| "CTA 2010" | means the Corporation Tax Act 2010, as amended from time to time |
| "Distribution" | means any dividend or other distribution on or in respect of the shares of the Company (“distribution” being construed in accordance with Part 23 of the CTA 2010), and references to a Distribution being paid include a distribution not involving a cash payment being made |
| "Distribution Transfer" | means a disposal or transfer (however effected) by a Person of his rights to a Distribution from the Company such that he is not beneficially entitled (directly or indirectly) to such a Distribution |
| "Distribution Transfer Certificate" | means a certificate in such form as the Board may specify from time to time to the effect that the relevant Person has made a Distribution Transfer, which certificate may be required by the Board to satisfy it that a Substantial Shareholder is not beneficially entitled (directly or indirectly) to a Distribution |
| "Excess Charge" | means, in relation to a Distribution which is paid or payable to a Person, all tax or other amounts which the Board considers may become payable by the Company or any other member of the Group under section 551 CTA 2010 (as such section may be modified, supplemented or replaced from time to time) and any interest, penalties, fines or surcharge attributable to such tax as a result of such Distribution being paid to or in respect of that Person |
| "Group" | means the Company and the other companies in its group for the purposes of section 606 CTA 2010 (as such section may be modified, supplemented or replaced from time to time) |
| "HMRC" | means HM Revenue & Customs |
| "interest in the Company" | includes, without limitation, an interest in a Distribution made or to be made by the Company |
| "Person" | includes a body of persons, corporate or unincorporated, wherever domiciled |
| "REIT" | means a company qualifying for UK tax purposes as a real estate investment trust in accordance with Part 12 of the CTA 2010 |
| "Relevant Registered Shareholder" | means a shareholder who holds all or some of the shares in the Company that comprise a Substantial Shareholding (whether or not a Substantial Shareholder) |
| "Reporting Obligation" | means any obligation from time to time of the Company to provide information or reports to HMRC as a result of or in connection with the Company’s or Group’s status as a REIT |
| "Substantial Shareholding" | means the shares in the Company in relation to which or by virtue of which (in whole or in part) a Person is a Substantial Shareholder |
| "Substantial Shareholder" | means any Person whose interest in the Company, whether legal or beneficial, direct or indirect, may cause any member of the Group to be liable to pay tax under section 551 CTA 2010 (as such section may be modified, supplemented or replaced from time to time) on or in connection with the making of a Distribution to or in respect of such Person including, at the date of adoption of Articles 181.1 to 181.31 inclusive, any holder of excessive rights as defined in the section 553 CTA 2010 |
In the event of conflict with defined terms elsewhere in these Articles, the definitions in this Article 181.3 shall apply.
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- Where under Articles 181.1 to 181.31 inclusive any certificate or declaration may be or is required to be provided by any Person (including, without limitation, a Distribution Transfer Certificate), such certificate or declaration may be required by the Board (without limitation):
- to be addressed to the Company, the Board or such other Persons as the Board may determine (including HMRC);
- to include such information as the Board considers is required for the Company to comply with any Reporting Obligation;
- to contain such legally binding representations and obligations as the Board may determine;
- to include an undertaking to notify the Company if any of the information in the certificate or declaration becomes incorrect, including prior to such change;
- to be copied or provided to such Persons as the Board may determine (including HMRC), and
- to be executed in such form (including as a deed or deed poll) as the Board may determine.
- Articles 181.1 to 181.31 inclusive shall apply notwithstanding any provisions to the contrary in any other Article including, without limitation, Articles 181.10 and 181.11.
Notification of Substantial Shareholder and other status
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- Each shareholder and any other relevant Person shall serve notice in writing on the Company at the Office on:
- his becoming a Substantial Shareholder or his being a Substantial Shareholder on the date Articles 181.1 to 181.31 inclusive come into effect (together with the percentage of voting rights, share capital or dividends he controls or is beneficially entitled to, details of the identity of the shareholder(s) who hold(s) the relevant Substantial Shareholding and such other information, certificates or declarations as the Board may require from time to time);
- his becoming a Relevant Registered Shareholder or being a Relevant Registered Shareholder on the date Articles 181.1 to 181.31 inclusive come into effect (together with such details of the relevant Substantial Shareholder and such other information, certificates or declarations as the Board may require from time to time); and
- any change to any of the particulars contained in any such notice, including on the relevant Person ceasing to be a Substantial Shareholder or a Relevant Registered Shareholder.
Any such notice shall be delivered by the end of the second business day after the day on which the Person becomes a Substantial Shareholder or a Relevant Registered Shareholder (or the date Articles 181.1 to 181.31 inclusive come into effect, as the case may be) or the change in relevant particulars or within such shorter or longer period as the Board may specify from time to time.
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- The Board may at any time give notice in writing to any Person requiring him, within such period as may be specified in the notice (being five business days from the date of service of the notice or such shorter or longer period as the Board may specify in the notice), to deliver to the Company at the Office such information, certificates and declarations as the Board may require to establish whether or not he is a Substantial Shareholder or a Relevant Registered Shareholder or to comply with any Reporting Obligation. Each such Person shall deliver such information, certificates and declarations within the period specified in such notice.
Distributions in respect of Substantial Shareholdings
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- In respect of any Distribution, the Board may, if the Board determines that the condition set out in Article 181.9 is satisfied in relation to any shares in the Company, withhold payment of such Distribution on or in respect of such shares. Any Distribution so withheld shall be paid as provided in Article 181.9 and until such payment the Persons who would otherwise be entitled to the Distribution shall have no right to the Distribution or its payment.
- The condition referred to in Article 181.8 is that, in relation to any shares in the Company and any Distribution to be paid or made on and in respect of such shares:
- the Board believes that such shares comprise all or part of a Substantial Shareholding of a Substantial Shareholder; and
- the Board is not satisfied that such Substantial Shareholder would not be beneficially entitled to the Distribution if it was paid,
and, for the avoidance of doubt, if the shares comprise all or part of a Substantial Shareholding in respect of more than one Substantial Shareholder this condition is not satisfied unless it is satisfied in respect of all such Substantial Shareholders.
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- If a Distribution has been withheld on or in respect of any shares in the Company in accordance with Article 181.8, it shall be paid as follows:
- if it is established to the satisfaction of the Board that the condition in Article 181.9 is not satisfied in relation to such shares, in which case the whole amount of the Distribution withheld shall be paid;
- if the Board is satisfied that sufficient interests in all or some of the shares concerned, including the rights to the Distribution attributable to such shares, have been transferred to a third party so that such transferred shares no longer form part of the Substantial Shareholding, in which case the Distribution attributable to such shares shall be paid (provided the Board is satisfied that following such transfer such shares concerned do not form part of a Substantial Shareholding); and
- if the Board is satisfied that as a result of a transfer of interests in shares referred to in 181.10.2 above the remaining shares no longer form part of a Substantial Shareholding, in which case the Distribution attributable to such shares shall be paid.
In this Article 181.10, references to the “transfer” of an interest in a share include the disposal (by any means) of beneficial ownership of, control of voting rights in respect of and beneficial entitlement to dividends in respect of, that share. The Board shall be entitled to require such information, certificates or declarations as they think fit for the purposes of this Article 181.10.
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- A Substantial Shareholder may satisfy the Board that he is not beneficially entitled to a Distribution by providing a Distribution Transfer Certificate. The Board shall be entitled to (but shall not be bound to) accept a Distribution Transfer Certificate as evidence of the matters therein stated and the Board shall be entitled to require such other information, certificates or declarations as they think fit.
- The Board may withhold payment of a Distribution on or in respect of any shares in the Company if any notice given by the Board pursuant to Article 181.7 in relation to such shares shall not have been complied with to the satisfaction of the Board within the period specified in such notice. Any Distribution so withheld will be paid when the notice is complied with to the satisfaction of the Board unless the Board withholds payment pursuant to Article 181.8 and until such payment the Persons who would otherwise be entitled to the Distribution shall have no right to the Distribution or its payment.
- If the Board decides that payment of a Distribution should be withheld under Article 181.8 or 181.12, they shall, within five business days, give notice in writing of that decision to the Relevant Registered Shareholder.
- If any Distribution shall be paid on a Substantial Shareholding and an Excess Charge becomes payable, the Substantial Shareholder shall pay the amount of such Excess Charge and all costs and expenses incurred by the Company in connection with the recovery of such amount to the Company on demand by the Company. Without prejudice to the right of the Company to claim such amount from the Substantial Shareholder, such recovery may be made out of the proceeds of any disposal pursuant to Article 181.21 or out of any subsequent Distribution in respect of the shares to such Person or to the shareholders of all shares in relation to or by virtue of which the Board believes that Person has an interest in the Company (whether that Person is at that time a Substantial Shareholder or not).
Distribution trust
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- If a Distribution is paid on or in respect of a Substantial Shareholding (except where the Distribution is paid in circumstances where the Substantial Shareholder is not beneficially entitled to the Distribution), the Distribution and any income arising from it shall be held by the payee or other recipient to whom the Distribution is transferred by the payee on trust absolutely for the Persons nominated by the relevant Substantial Shareholder under Article 181.16 in such proportions as the relevant Substantial Shareholder shall in the nomination direct or, subject to and in default of such nomination being validly made within 12 years after the date the Distribution is made, for the Company or such other Person or charity as may be nominated by the Board from time to time.
- The relevant Substantial Shareholder of shares of the Company in respect of which a Distribution is paid shall be entitled to nominate in writing any two or more Persons (not being Substantial Shareholders) to be the beneficiaries of the trust on which the Distribution is held under Article 181.15 and the Substantial Shareholder may in any such nomination state the proportions in which the Distribution is to be held on trust for the nominated Persons, failing which the Distribution shall be held on trust for the nominated Persons in equal proportions. No Person may be nominated under Articles 181.1 to 181.31 inclusive who is or would, on becoming a beneficiary in accordance with the nomination, become a Substantial Shareholder. If the Substantial Shareholder making the nomination is not by virtue of Article 181.15 the trustee of the trust, the nomination shall not take effect until it is delivered to the Person who is the trustee.
- Any income arising from a Distribution which is held on trust under Article 181.15 shall, until the earlier of (i) the making of a valid nomination under Article 181.16 and (ii) the expiry of the period of 12 years from the date when the Distribution is paid, be accumulated as an accretion to the Distribution. Income shall be treated as arising when payable, so that no apportionment shall take place.
- No Person who by virtue of Article 181.15 holds a Distribution on trust shall be under any obligation to invest the Distribution or to deposit it in an interest-bearing account.
- No Person who by virtue of Article 181.15 holds a Distribution on trust shall be liable for any breach of trust unless due to his own fraud or wilful wrongdoing or, in the case of an incorporated Person, the fraud or wilful wrongdoing of its directors, officers or employees.
Obligation to dispose
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- If at any time, the Board believes that:
- in respect of any Distribution declared or announced, the condition set out in Article 181.9 is satisfied in respect of any shares in the Company in relation to that Distribution;
- a notice given by the Board pursuant to Article 181.7 in relation to any shares in the Company has not been complied with to the satisfaction of the Board within the period specified in such notice; or
- any information, certificate or declaration provided by a Person in relation to any shares in the Company for the purposes of Articles 181.1 to 181.31 inclusive were materially inaccurate or misleading,
the Board may give notice in writing (a "Disposal Notice") to any Persons they believe are Relevant Registered Shareholders in respect of the relevant shares requiring such Relevant Registered Shareholders within twenty-one (21) days of the date of service of the Disposal Notice (or such longer or shorter time as the Board considers to be appropriate in the circumstances) to dispose of such number of shares the Board may in such Disposal Notice specify or take such other steps as will cause the condition set out in Article 181.9 to no longer be satisfied. The Board may, if it thinks fit, withdraw a Disposal Notice.
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- If:
- the requirements of a Disposal Notice are not complied with to the satisfaction of the Board within the period specified in the relevant Disposal Notice and the relevant Disposal Notice is not withdrawn;
- a Distribution is paid on a Substantial Shareholding and an Excess Charge becomes payable,
the Board may arrange for the Company to sell all or some of the shares to which the Disposal Notice relates or, as the case may be, that form part of the Substantial Shareholding concerned. For this purpose, the Board may make such arrangements as it deems appropriate. In particular, without limitation, the Board may authorise any officer or employee of the Company to execute any transfer or other document on behalf of the holder or holders of any relevant share(s) and, in the case of uncertificated share(s), may make such arrangements as they think fit on behalf of the relevant holder or holders to transfer title to the relevant share(s) through a relevant system.
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- Any sale pursuant to Article 181.21 above shall be at the price which the Board considers is the best price reasonably obtainable at that time and the Board shall not be liable to the holder or holders of the relevant share(s) for any alleged deficiency in the amount of the sale proceeds or any other matter relating to the sale.
- The net proceeds of the sale of any share(s) under Article 181.21 (less any amount to be retained pursuant to Article 181.14 and the expenses of sale) shall be paid over by the Company to the former holder or holders of the relevant share(s) upon surrender of any certificate or other evidence of title relating to it, without interest. The receipt of the Company shall be a good discharge for the purchase money.
- The title of any transferee of shares shall not be affected by an irregularity or invalidity of any actions purportedly taken pursuant to Articles 181.1 to 181.31 inclusive.
General
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- The Board shall be entitled to presume without enquiry, unless any Director has reason to believe otherwise, that a Person is not a Substantial Shareholder or a Relevant Registered Shareholder.
- The Board shall not be required to give any reasons for any decision or determination (including any decision or determination not to take action in respect of a particular Person) pursuant to Articles 181.1 to 181.31 inclusive and any such determination or decision shall be final and binding on all Persons unless and until it is revoked or changed by the Board. Any disposal or transfer made or other thing done by or on behalf of the Board or any Director pursuant to Articles 181.1 to 181.31 inclusive shall be binding on all Persons and shall not be open to challenge on any ground whatsoever.
- Without limiting their liability to the Company, the Board shall be under no liability to any other Person, and the Company shall be under no liability to any shareholder or any other Person, for identifying or failing to identify any Person as a Substantial Shareholder or a Relevant Registered Shareholder.
- The Board shall not be obliged to serve any notice required under Articles 181.1 to 181.31 inclusive upon any Person if they do not know either his identity or his address. The absence of service of such a notice in such circumstances or any accidental error or failure to give any notice to any Person upon whom notice is required to be served under Articles 181.1 to 181.31 inclusive shall not prevent the implementation of or invalidate any procedure under those Articles.
- The provisions of Article 181.16 shall apply to the service upon any Person of any notice required by Articles 181.1 to 181.31 inclusive. Any notice required by Articles 181.1 to 181.31 inclusive to be served upon a Person who is not, a shareholder or upon a Person who is a shareholder but whose address is not within the United Kingdom, and who has failed to supply the Company an address within the United Kingdom, shall be deemed validly served if such notice is sent through the post in a pre-paid cover addressed to that Person or shareholder at the address if any at which the Board believes him to be resident or carrying on business or, in the case of a holder of depository receipts or similar securities, to the address, if any, in the register of holders of the relevant securities. Service shall, in such a case be deemed to be effected on the day of posting and it shall be sufficient proof of service if that notice was properly addressed, stamped and posted.
- Any notice required or permitted to be given, pursuant to Articles 181.1 to 181.31 inclusive may relate to more than one share and shall specify the share or shares to which it relates.
- The Board may require from time to time any Person who is or claims to be a Person to whom a Distribution may be paid without deduction of tax under Regulation 7 of the Real Estate Investment Trusts (Assessment and Recovery of Tax) Regulations 2006 (as such regulations may be modified, supplemented or replaced from time to time) to provide such certificates or declarations as they may require from time to time.