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DIALIGHT PLC — Governance Information 2020
Apr 28, 2020
4722_rns_2020-04-28_8ee77093-b6f0-4d33-8333-d42f6a1585e0.pdf
Governance Information
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Dialight
Company No 2486024
THE COMPANIES ACT 1985
THE COMPANIES ACT 2006
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
DIALIGHT PLC
Incorporated the 28th day of March 1990
(as adopted by special resolution passed on 25 April 2013)
Pursuant to a special resolution passed on 29th
September 2005 the name of the company was changed
from The Roxboro Group PLC to Dialight PLC
Dialight
CONTENTS
| Clause | Page |
|---|---|
| 1. Interpretation | 1 |
| 2 Model Articles or Regulations not to Apply | 4 |
| LIABILITY OF MEMBERS | 4 |
| 3 Limited Liability | 4 |
| SHARE CAPITAL | 4 |
| 4 Allotment and Pre-emption. | 4 |
| 5 Power to issue different classes of shares | 5 |
| 6 Redeemable shares | 5 |
| 7 Rights and Restrictions attaching to Shares | 5 |
| 8. Variation of Rights | 5 |
| 9 Commission | 5 |
| 10. Trusts not Recognised | 6 |
| 11 Uncertificated Shares | 6 |
| SHARE CERTIFICATES | 6 |
| 12 Right to Certificate. | 6 |
| 13. Replacement Certificates | 7 |
| LIEN 8 | |
| 14 Company's Lien on Shares not Fully Paid | 8 |
| 15. Enforcement of Lien by Sale | 8 |
| 16 Application of Proceeds of Sale | 8 |
| CALLS ON SHARES. | 8 |
| 17 Calls. | 8 |
| 18. Power to Differentiate. | 9 |
| 19 Interest on Calls | 9 |
| 20 Payment in Advance. | 9 |
| 21. Amounts Due on Allotment or Issue Treated as Calls | 9 |
| FORFEITURE | 9 |
| 22 Notice if Call not Paid | 10 |
| 23 Forfeiture for Non-Compliance. | 10 |
| 24 Notice after Forfeiture | 10 |
| 25. Disposal of Forfeited Shares | 10 |
| 26 Arrears to be paid notwithstanding forfeiture | 11 |
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27 Surrender ... 11
UNTRACED SHAREHOLDERS ... 11
28. Power of Sale ... 11
29 Application of Proceeds of Sale ... 12
TRANSFER OF SHARES ... 12
30 Form of Transfer ... 12
31 Right to Refuse Registration ... 13
32 Fees on Registration ... 14
TRANSMISSION OF SHARES ... 14
33 On Death ... 14
34. Election of Person entitled by Transmission ... 14
35 Rights of Transmission ... 15
36 Fractions ... 15
GENERAL MEETINGS ... 16
GENERAL MEETINGS ... 16
37 Annual General Meetings ... 16
38 Convening of General Meetings by the Board ... 16
39 Convening of General Meetings by Requirement of the Members. 16
40 Notice ... 16
41 Omission to Send Notice ... 17
42 Postponement of General Meetings ... 17
PROCEEDINGS AT GENERAL MEETINGS. ... 17
43 Quorum ... 17
44 Procedure if Quorum not Present ... 17
45 Chairman ... 18
46 Director's right to Attend and Speak ... 18
47 Power to Adjourn. ... 18
48 Notice of Adjourned Meeting ... 19
49. Business at Adjourned Meeting ... 19
50 Accommodation of Members at Meeting ... 19
51 Security ... 19
VOTING ... 20
52 Method of Voting. ... 20
53 Procedure on a Poll ... 20
54. Votes of members ... 21
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- No Casting Vote 22
56 Restriction on Voting Rights for Unpaid Calls etc. 22
57 Voting by Proxy 22
58 Appointment of Proxy 23
59 Validity of Actions by Proxy or Representative of a Corporation 25
60 Corporate Representative 25
61 Objections to and error in voting 25
62 Amendments to Special Resolutions 25
63 Amendments to Ordinary Resolutions 26
64 Class Meetings 26
65 Failure to disclose interests in Shares 26
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS 28
66 Number of directors 28
67. Power of the Company to appoint directors 29
68. Power of the board to appoint directors 29
69 Appointment of executive directors 29
70 Eligibility of new directors 29
71. Voting on resolution for appointment 30
72 Retirement 30
73 Position of retiring director 30
74. Deemed reappointment 30
75. No retirement on account of age 30
76 Removal by ordinary resolution 31
77. Vacation of office by director 31
ALTERNATE DIRECTORS 32
78 Appointment 32
79 Revocation of appointment 32
80. Participation in board meetings 32
81 Responsibility 33
REMUNERATION, EXPENSES AND PENSIONS 33
82. Directors' fees 33
83 Additional remuneration 33
84 Expenses 33
85. Remuneration and expenses of alternate directors 34
86 Directors' pensions and other benefits 34
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- Remuneration of executive director .34
POWERS AND DUTIES OF THE BOARD .34 - Powers of the board .34
- Powers of directors being less than minimum required number .35
- Powers of executive directors .35
- Delegation to committees .35
- Local Management .35
- Agents .36
- Associate directors .36
- Exercise of voting powers .36
- Provision for employees .36
- Overseas register .37
- Borrowing powers .37
- Register of charges .42
DIRECTORS' INTERESTS .42
100. 42
PROCEEDINGS OF DIRECTORS AND COMMITTEES .47
101. Board meetings .47
102. Notice of board meetings .47
103. Quorum .48
104. Chairman of board .48
105. Voting .48
106. Participation by telephone .48
107. Resolution in writing .49
108. Proceedings of committees .49
109. Minutes of proceedings .49
110. Validity of proceedings of board or committee .50
SECRETARY AND AUTHENTICATION OF DOCUMENTS .50
111. Secretary .50
112. Authentication of documents .50
SEALS .50
113. Safe custody .50
114. Application of seals .50
DIVIDENDS AND OTHER PAYMENTS .51
115. Declaration of dividends .51
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- Interim dividends. 51
117 Entitlement to dividends 51
118 Method of payment 52
119 Dividends not to bear interest 52
120 Calls or debts may be deducted from dividends etc. 53
121 Unclaimed dividends etc. 53
122 Uncashed dividends 53
123 Payment of dividends in specie 53
124 Payment of scrip dividends. 54
CAPITALISATION OF PROFITS 55
125 Subject to the Act, the board may, with the authority of an ordinary resolution of the Company 55
RECORD DATES 56
126 Notwithstanding any other provision of the articles, but subject to the Act and rights attached to shares, the Company or the board may fix any date as the record date for a dividend, distribution, allotment or issue. The record date may be on or at any time before or after a date on which the dividend, distribution, allotment or issue is declared, made or paid. 56
ACCOUNTS 57
127 Keeping and inspection of accounts 57
128 Accounts to be sent to members etc. 57
ARTICLES AND COMMUNICATIONS. 58
129 Form of notices and communications by the Company 58
130 Notice by advertisement. 58
131 Deemed delivery of notices, documents and information. 58
132 Notice binding on transferees etc 59
133 Notice in case of joint holders and entitlement by transmission 59
134. 60
WINDING UP 60
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135 On a voluntary winding up of the Company the liquidator may, on obtaining any sanction required by law, divide among the members in kind the whole or any part of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds, and 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, shall determine. For this purpose the liquidator may set the value he deems fair on a class or classes of property, and may determine on the basis of that valuation and in accordance with the then existing rights of members how the division is to be carried out between members or classes of members. The liquidator may not, however, distribute to a member without his consent an asset to which there is attached a liability or potential liability for the owner ... 60
INDEMNITY OF OFFICERS FUNDING DIRECTORS DEFENCE COSTS AND POWER TO PURCHASE INSURANCE ... 61
136 61
Company No 2486024
Dialight
THE COMPANIES ACT 1985
THE COMPANIES ACT 2006
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
DIALIGHT PLC¹
Incorporated the 28th day of March 1990
(as adopted by special resolution passed on 25 April 2013)
1 Interpretation
(A) In these articles, unless the context otherwise requires
"Act" means the Companies Act 2006;
"articles" means these articles of association as amended from time to time,
"auditors" means the auditors of the Company,
"board" means the board of directors of the Company or the directors present or deemed to be present at a duly convened meeting of the directors at which a quorum is present;
"business day" means a day (not being a Saturday or Sunday) on which clearing banks are open for business in London;
¹ Pursuant to a special resolution passed on 29th September 2005 the name of the Company was changed from The Roxboro Group PLC to Dialight PLC
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"certificated" means, in relation to a share, a share which is not in uncertificated form;
"clear days" means, in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect,
"company" includes any body corporate (not being a corporation sole) or association of persons, whether or not a company within the meaning of the Act,
"director" means a director of the Company;
"dividend" includes bonus;
"entitled by transmission" means, in relation to a share, entitled as a consequence of the death or bankruptcy of a member or of another event giving rise to a transmission of entitlement by operation of law;
"executed" includes, in relation to a document, execution under hand or under seal or by another method permitted by law and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the legislation applying to the Company,
"holder" means, in relation to a share, the member whose name is entered in the register as the holder of that share;
"in writing" means in hard copy form or, to the extent permitted by the Act, in any other form;
"London Stock Exchange" means London Stock Exchange plc;
"member" means a member of the Company;
"office" means the registered office of the Company;
"paid", "paid up" and "paid-up" means paid or credited as paid;
"qualifying person" means an individual who is a member of the Company, a person authorised under section 323 of the Act to act as the representative of a corporation in relation to a meeting or a person appointed as proxy of a member in relation to the meeting;
"register" means the register of members of the Company kept pursuant to section 113 of the Act or the issuer register of members and Operator register of members maintained pursuant to Regulation 20 of the Uncertificated Securities Regulations and, where the context requires, any register maintained by the Company or the Operator of persons holding any renounceable right of allotment of a share and cognate expressions shall be construed accordingly,
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"seal" means the common seal of the Company or any official or securities seal that the Company may have or may be permitted to have under the Act;
"secretary" means the secretary of the Company and includes any assistant or deputy secretary and a person appointed by the board to perform the duties of the secretary;
"UKLA" means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 or any successor enactment or, as applicable, the UK Listing Authority, a division of the Financial Services Authority,
"uncertificated proxy instruction" means an instruction or notification sent by means of a relevant system and received by such participant in that system acting on behalf of the Company as the board may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the board (subject always to the facilities and requirements of the relevant system concerned);
"Uncertificated Securities Regulations" means the Uncertificated Securities Regulations 2001, as amended from time to time, including any provisions of or under the Act which alter or replace such regulations, and
"uncertificated" means, in relation to a share, a share title to which is recorded in the register as being held in uncertificated form and title to which, by virtue of the Uncertificated Securities Regulations, may be transferred by means of a relevant system
The expressions "issuer register of members", "Operator", "Operator-instruction", "Operator register of members", "participating issuer", "participating security" and "relevant system" have the same meaning as in the Uncertificated Securities Regulations
(B) Unless the context otherwise requires,
(i) words and expressions to which a particular meaning is given by the Act,
(ii) as in force when the articles are adopted, shall have the same meaning in the articles,
except where the word or expression is otherwise defined in the articles
(C) All references in these articles to the giving of instructions by means of a relevant system shall be deemed to relate to a properly authenticated dematerialised instruction given in accordance with the Uncertificated Securities Regulations. The giving of such instructions shall be subject to:
(i) the facilities and requirements of the relevant system,
(ii) the extent permitted by the Uncertificated Securities Regulations, and
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(III) the extent permitted by or practicable under the rules and practices from time to time of the Operator of the relevant system
(D) Where an ordinary resolution of the Company is expressed to be required for any purpose, a special resolution shall also be effective for that purpose
(E) References to a "meeting" shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person
(F) A member is "present" at a meeting if the member (being an individual) attends in person or if the member (being a corporation) attends by its duly authorised representative, who attends in person, or if the member attends by his or its duly appointed proxy, who attends in person.
(G) The headings in the articles shall not affect the interpretation of the articles
(H) References to a "debenture" include debenture stock
(I) References to any statutory provision or statute include all modifications thereto and all re-enactments thereof (with or without modification) and all subordinate legislation made thereunder in each case for the time being in force. This article 1 (I) does not affect the interpretation of article 1(B)
2 Model Articles or Regulations not to Apply
No model articles or regulations contained in any statute or subordinate legislation concerning companies shall apply as the articles of the Company
LIABILITY OF MEMBERS
- Limited Liability
The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.
SHARE CAPITAL
- Allotment and Pre-emption
(A) Subject to the Act and relevant authority of the Company in general meeting required by the articles and the Act, the board has general and unconditional authority to allot (with or without conferring rights of renunciation), grant options over, offer or otherwise deal with or dispose of unissued shares (whether forming part of the original or any increased capital), or rights to subscribe for or convert any security into shares, to such persons, at such times and on such terms and conditions as the board may decide but no share may be issued at a discount
(B) The board may at any time after the allotment of a share but before a person has been entered in the register as the holder of the share recognise a renunciation of
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the share by the allottee in favour of another person and may grant to an allottee a right to effect a renunciation on such terms and conditions as the board thinks fit
Power to issue different classes of shares
Subject to the Act and to the rights attached to existing shares, new shares may be issued with or have attached to them such rights or restrictions as either the Company may by ordinary resolution decide, or, if no resolution is passed, as the board may decide
Redeemable shares
Subject to the Act and to the rights attached to existing shares, shares may be issued on terms that they are to be redeemed or, at the option of the Company or the holder, are liable to be redeemed and the directors may determine the terms, conditions and manner of redemption of any such shares. Such terms and conditions shall apply to the relevant shares if the same were set out in these articles.
Rights and Restrictions attaching to Shares
If rights and restrictions attaching to shares are determined by ordinary resolution or by the directors pursuant to article 5, those rights and restrictions shall apply in place of any rights or restrictions that would otherwise apply by virtue of the Act in the absence of any provisions in the articles, as if those rights and restrictions were set out in the articles
Variation of Rights
(A) Subject to the Act, the rights attached to a class of shares may be varied or abrogated (whether or not the Company is being wound up, either with the consent in writing of the holders of at least three-fourths of the nominal amount of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class validly held in accordance with the article 64 and other relevant provisions of the articles, but not otherwise
(B) The rights attached to a class of shares are not, unless otherwise expressly provided for in the rights attaching to those shares, deemed to be varied by the creation, allotment or issue of further shares ranking pari passu with or subsequent to them or by the purchase or redemption by the Company of its own shares in accordance with the Act
Commission
The Company may exercise all powers conferred or permitted by the Act of paying commission or brokerage. Subject to the Act, commission or brokerage may be satisfied by the payment of cash or the allotment of fully- or partly-paid shares or
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the grant of an option to call for an allotment of shares or by any combination of these methods
10 Trusts not Recognised
Except as ordered by a court of competent jurisdiction or as required by law, the Company shall not recognise a person as holding a share on trust and is not bound by or otherwise compelled to recognise (even if it has notice of it) an equitable, contingent, future, partial or other claim to or interest in a share other than an absolute right in the holder to the whole of the share.
11 Uncertificated Shares
(A) Subject to the Act and to the Uncertificated Securities Regulations, the board may resolve that a class of shares is to become a participating security and that a class of shares shall cease to be a participating security
(B) Uncertificated shares of a class are not to be regarded as forming a separate class from certificated shares of that class
(C) A member may, in accordance with the Uncertificated Securities Regulations, change a share of a class which is a participating security from a certificated share to an uncertificated share and from an uncertificated share to a certificated share
(D) The Company may give notice to a member requiring the member to change uncertificated shares to certificated shares by the time stated in the notice. The notice may also state that the member may not change certificated shares to uncertificated shares. If the member does not comply with the notice, the board may authorise a person to change the uncertificated shares to certificated shares in the name and on behalf of the member
(E) While a class of shares is a participating security, these articles only apply to an uncertificated share of that class to the extent that they are consistent with:
(i) the holding of shares of that class in uncertificated form,
(ii) the transfer of title to shares of that class by means of a relevant system,
(iii) the Uncertificated Securities Regulations; and
(iv) the exercise of any powers or functions by the Company or the effecting by the Company of any actions by means of a relevant system
SHARE CERTIFICATES
12 Right to Certificate
(A) Subject to the Act, the Uncertificated Securities Regulations, the rules of any relevant system and these articles, a person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the register as
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a holder of a certificated share is entitled, without charge, to receive within two months of allotment or lodgement of a transfer to him of those shares or within two months after the relevant Operator instruction is received by the Company (or within any other period as the terms of issue of the shares provide) one certificate for all the certificated shares of a class registered in his name or, in the case of certificated shares of more than one class being registered in his name, to a separate certificate for each class of shares.
(B) Where a member transfers part of his shares comprised in a certificate he is entitled, without charge, to one certificate for the balance of certificated shares retained by him
(C) The Company is not bound to issue more than one certificate for certificated shares held jointly by two or more persons and delivery of a certificate to one joint holder is sufficient delivery to all joint holders.
(D) A certificate shall specify the number and class and the distinguishing numbers (if any) of the shares in respect of which it is issued and the amount paid up on the shares and shall otherwise comply with the requirements of the UKLA. It shall be issued under a seal, which may be affixed to or printed on it, or in such other manner having the same effect as if issued under a seal as the board may approve
(E) Every share certificate sent in accordance with these articles will be sent 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
13 Replacement Certificates
(A) Where a member holds two or more certificates for shares of one class, the board may at his request, on surrender of the original certificates and without charge, cancel the certificates and issue a single replacement certificate for certificated shares of that class
(B) At the request of a member, the board may cancel a certificate and issue two or more in its place (representing certificated shares in such proportions as the member may specify), on surrender of the original certificate and on payment of such reasonable sum as the board may decide
(C) Where a certificate is worn out, defaced, lost or destroyed, the board may cancel it and issue a replacement certificate on such terms as to provision of evidence and indemnity (with or without security) and to payment of any exceptional out-of-pocket expenses incurred by the Company in the investigation of that evidence and the preparation of that indemnity and security as the board may decide and on surrender of the original certificate (where it is worn out or defaced).
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14 Company's Lien on Shares not Fully Paid
(A) The Company has a first and paramount lien on every share (other than a fully paid share) registered in the name of a member (whether solely or jointly with another person) for an amount payable in respect of the share, whether the due date for payment has arrived or not. The lien applies to all dividends from time to time declared or other amounts payable in respect of the share
(B) The board may either generally or in a particular case declare a share to be wholly or partly exempt from the provisions of this article. Unless otherwise agreed with the transferee, the registration of a transfer of a share operates as a waiver of the Company's lien (if any) on that share
15 Enforcement of Lien by Sale
(A) For the purpose of enforcing the lien, the board may sell shares subject to the lien in such manner as it may decide, if the due date for payment of the relevant amounts has arrived and payment is not made within 14 clear days after the service of a notice in writing (stating, and demanding payment of, the amounts and giving notice of the intention to sell in default of payment) on the member concerned (or to a person entitled by transmission to the shares)
(B) To give effect to a sale, the board may authorise a person to transfer the shares in the name and on behalf of the holder (of or the person entitled by transmission to the shares), or to cause the transfer of such shares, to the purchaser or his nominee. 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 in or invalidity of the proceedings connected with the sale.
16 Application of Proceeds of Sale
The net proceeds of a sale effected under the previous article, after payment of the costs of the sale, shall be applied by the Company in or towards satisfaction of the amount in respect of which the lien exists. Any residue shall (on surrender to the Company for cancellation of any certificate for the shares sold, or the provision of any indemnity (with or without security) as to any lost or destroyed certificate required by the board and subject to a like lien for amounts not presently payable as existed on the shares before the sale) be paid to the member or a person entitled by transmission to the shares immediately before the sale.
CALLS ON SHARES
17 Calls
Subject to the terms of allotment of shares, the board may make calls on members in respect of amounts unpaid on the shares or a class of shares held by them respectively (whether in respect of nominal value or a premium) and not payable on
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a date fixed by or in accordance with the terms of issue. Each member shall (on receiving at least 14 clear days' notice specifying when and where payment is to be made) pay to the Company the amount called as required by the notice. A call may be made payable by instalments and may, at any time before receipt by the Company of an amount due, be revoked or postponed in whole or in part as the board may decide. A call is deemed made at the time when the resolution of the board authorising it is passed. A person on whom a call is made remains liable to pay the amount called despite the subsequent transfer of the share in respect of which the call is made. The joint holders of a share are jointly and severally liable for payment of a call in respect of that share.
18 Power to Differentiate
The board may make arrangements on the allotment or issue of shares for a difference between the allottees or holders in the amounts and times of payment of a call on their shares.
19 Interest on Calls
If the whole of the amount called is not paid on or before the date fixed for payment, the person by whom it is payable shall pay interest on the unpaid amount at such rate as may be fixed by the terms of allotment of the share or, if, no rate is fixed, at such rate (not exceeding, without the sanction of the Company given by ordinary resolution, 20 per cent per annum) as the board may decide, from and including the date fixed for payment until but excluding the date of actual payment and all costs, charges and expenses incurred by the Company by reason of the non-payment. The board may waive payment of the interest in whole or in part.
20 Payment in Advance
The board may, if it thinks fit, receive from a member all or part of the amounts uncalled and unpaid on shares held by him. A payment in advance of calls extinguishes to the extent of the payment the liability of the member on the shares in respect of which it is made. The Company may pay interest on the amount paid in advance, or on so much of it as from time to time exceeds the amount called on the shares in respect of which the payment in advance has been made, at such rate (not exceeding, without the sanction of the Company given by ordinary resolution, 20 per cent per annum) as the board may decide.
21 Amounts Due on Allotment or Issue Treated as Calls
An amount which becomes payable in respect of a share on allotment or issue or on a date fixed pursuant to the terms of issue (whether in respect of nominal value or a premium) or as an instalment of a call, is deemed to be a call. In case of non-payment, the provisions of the articles as to payment of interest and costs, charges and expenses, forfeiture or otherwise apply as if that amount has become payable by virtue of a call.
FORFEITURE
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22 Notice if Call not Paid
If a member fails to pay the whole of a call or an instalment of a call on or before the date fixed for payment, the board may serve notice on the member or on a person entitled by transmission to the share in respect of which the call was made demanding payment, on a date not less than 14 clear days from the date of the notice, of the amount of the call outstanding and any interest that may have accrued on it and all costs, charges and expenses incurred by the Company by reason of the non-payment. The notice shall state (i) the place where payment is to be made, and (ii) that if the notice is not complied with the share in respect of which the call was made will be liable to be forfeited.
23 Forfeiture for Non-Compliance
If the notice referred to in the previous article is not complied with, a share in respect of which it is given may, at any time before payment required by the notice has been made, be forfeited by a resolution of the board. The forfeiture includes all dividends declared or other amounts payable in respect of the forfeited share and not paid before the forfeiture.
24 Notice after Forfeiture
When a share has been forfeited, the Company shall serve notice of the forfeiture on the person who was before forfeiture the holder of the share or the person entitled by transmission to the share but no forfeiture is invalidated by an omission to give notice. An entry of the fact and date of forfeiture shall be made in the register.
25 Disposal of Forfeited Shares
(A) Until cancelled in accordance with the Act, a forfeited share and all rights attaching to it are deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before the forfeiture the holder or to another person, on such terms and in such manner as the board may decide. Where for this purpose a forfeited share is to be transferred, the board may authorise a person to transfer or cause the transfer of the share to the transferee. The Company may receive the consideration (if any) for the share on its disposal and may register the transferee as the holder of the share.
(B) The board may before a forfeited share has been cancelled, sold, re-allotted or otherwise disposed of annul the forfeiture on such conditions as it thinks fit.
(C) A statutory declaration by a director or the secretary that a share has been forfeited on the date stated in the declaration is conclusive evidence of the facts stated in the declaration against all persons claiming to be entitled to the share. The declaration (subject if necessary to the transfer of the share) constitutes good title to the share and the person to whom the share is disposed of is not bound to see to the application of the consideration (if any). His title to the share is not affected by an irregularity in or invalidity of the proceedings connected with the forfeiture or disposal.
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26. Arrears to be paid notwithstanding forfeiture
A person whose share has been forfeited ceases on forfeiture to be a member in respect of it and shall surrender to the Company for cancellation any certificate for the forfeited share or shares. He remains liable to pay, and shall immediately pay to the Company, all calls, interest, costs, charges and expenses owing in respect of the share at the time of forfeiture, with interest, from the time of forfeiture until payment, at such rate as may be fixed by the terms of allotment or issue of the share or, if no rate is fixed, at the rate (not exceeding, without the sanction of the Company given by ordinary resolution, 20 per cent per annum) as the board may decide. The board may if it thinks fit enforce payment without allowance for the value of the share at the time of forfeiture or for consideration received on disposal.
27 Surrender
The board may accept the surrender of a share liable to be forfeited and in that case references in the articles to forfeiture include surrender
UNTRACED SHAREHOLDERS
28 Power of Sale
(A) Subject to the Uncertificated Securities Regulations, the Company may sell the share of a member or of a person entitled by transmission if:
(i) The shares have been in issue either in certificated or uncertificated form for a period of not less than 12 years before the date of publication of the advertisements referred to in paragraph 28(A)(ii) (or, if published on two different dates, the first date) (the "relevant period"), and during the relevant period the Company has paid at least three cash dividends (whether interim or final), and (a) no cheque, order or warrant sent by the Company by post in a pre paid envelope addressed to the holder of the share, or to the person entitled by transmission to the share, at his last known address or the address at which service of notices may be effected in the manner authorised by these Articles has been cashed, and (b) no communication has been received by the Company from the member or person entitled by transmission (in his capacity as member or person entitled by transmission),
(ii) on expiry of the relevant period the Company has given notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address referred to in paragraph 28(A)(i), and
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(111) the Company has not during a further period of three months after the date of the advertisements referred to in paragraph 28(A)(II) (or the later advertisement if the advertisements are published on different dates) and before the exercise of the power of sale received a communication from the member or person entitled by transmission (in his capacity as member or person entitled by transmission)
(B) In addition to the power of sale conferred by paragraph 28(A), if during the relevant period or a further period ending on the date when all the requirements of paragraphs 28(A)(I) to (III) have been satisfied an additional share has been issued in right of that held at the beginning of, or previously so issued during, those periods) and all the requirements of paragraphs 28(A)(I) to (III) have been satisfied in respect of the additional share, the Company is entitled to sell the additional share
(C) To give effect to a sale pursuant to paragraphs 28(A) or (B), 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 nominee and in relation to an uncertificated share may require the Operator to convert the share into certificated form in accordance with the Uncertificated Securities 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.
29 Application of Proceeds of Sale
The Company shall account to the member or other person entitled by transmission to the share for the net proceeds of sale by carrying all amounts received on sale to a separate account. The Company is deemed to be a debtor and not a trustee in respect of those amounts for the member or other person. Amounts carried to the separate account may either be employed in the business of the Company or invested as the board may think fit. No interest is payable on those amounts and the Company is not required to account for money earned on them. If no valid claim for the money has been received by the Company during a period of six years from the date on which the relevant shares were sold by the Company under paragraph 28, the money will be forfeited and will belong to the Company
TRANSFER OF SHARES
30 Form of Transfer
(A) A member may transfer all or any of his certificated shares by instrument of transfer in writing in any usual form or in another form approved by the board, and the instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid) by or on behalf of the transferee
(B) A member may transfer all or any of his uncertificated shares in accordance with the Uncertificated Securities Regulations
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(C) Subject to the provisions of the Uncertificated Securities Regulations, the transferor of a share is deemed to remain the holder of the share until the name of the transferee is entered in the register in respect of it.
31 Right to Refuse Registration
(A) Subject to article 65, the board may (subject to the requirements of the UKLA, in its absolute discretion and without giving a reason, refuse to register the transfer of a certificated share or renunciation of a renounceable letter of allotment unless all of the following conditions are satisfied:
(i) it is in respect of a share which is fully paid,
(ii) it is in respect of a share on which the Company has no lien,
(iii) it is in respect of only one class of shares,
(iv) it is in favour of a single transferee or renouncee or not more than four joint transferee or renounces;
(v) it is duly stamped (if required), and
(vi) it is delivered for registration to the office or such other place as the board may decide, accompanied by the certificate for the shares to which it relates (except in the case of a person to whom the Company is not required by sections 769, 776, 777 or 778 of the Act to issue a certificate, or in the case of a renunciation) and such other evidence as the board may reasonably require to prove the title of the transferor or person renouncing and the due execution by him of the transfer or renunciation or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so.
(B) If the board refuses to register the transfer of a certificated share 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 notice of the refusal to the transferee together with its reason for the refusal. An instrument of transfer which the board refuses to register shall (except in the case of suspected fraud) be returned to the person depositing it. Subject to article 136, the Company may retain all instruments of transfer which are registered.
(C) The Company shall register a transfer of title to any uncertificated share or any renounceable right of allotment of a share which is a participating security held in uncertificated form in accordance with the Uncertificated Securities Regulations, but so that the board may refuse to register such a transfer in favour of more than four persons jointly or in any other circumstance permitted by the Uncertificated Securities Regulations.
(D) If the board refuses to register the transfer of an uncertificated share or of any such uncertificated renounceable right of allotment of a share it shall as soon as
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practicable and in any event within two months after the date on which the transfer instruction relating to such transfer was received by the Company, send notice of the refusal to the transferee
(E) In accordance with and subject to the provisions of the Uncertificated Securities Regulations, where title to an uncertificated share is transferred by means of a relevant system to a person who is to hold such share in certificated form thereafter, the Company as participating issuer shall register the transfer in accordance with the relevant Operator-instruction, but so that the Company may refuse to register such a transfer in any circumstance permitted by the Uncertificated Securities Regulations.
(F) In accordance with the Uncertificated Securities Regulations, if the Company as participating issuer refuses to register the transfer of title to an uncertificated share transferred by means of a relevant system to a person who is to hold such share in certificated form thereafter, it shall, as soon as practicable and in any event within two months after the date on which the Operator-instruction was received by the Company, send notice of the refusal to the transferee.
32 Fees on Registration
The Company (at its option) may or may not charge a fee for registering the transfer of a share or the renunciation of a renounceable letter of allotment or other document relating to or affecting the title to a share or the right to transfer it or for making any other entry in the register
TRANSMISSION OF SHARES
33 On Death
(A) The Company may recognise only the personal representatives of a deceased member as having title to a share held by that member alone or to which he alone was entitled. In the case of a share held jointly by more than one person, the Company may recognise only the survivor or survivors as being entitled to it.
(B) Nothing in the articles releases the estate of a deceased member from liability in respect of a share which has been solely or jointly held by him.
34 Election of Person entitled by Transmission
(A) A person becoming entitled by transmission to a share may, on production of any evidence the board may require, elect either to be registered as a member or to have a person nominated by him registered as a member.
(B) If he elects to be registered himself, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall
(i) if it is a certificated share, execute an instrument of transfer of the share to that person, or
(ii) if it is an uncertificated share.
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(a) procure that instructions are given by means of a relevant system to effect transfer of the share to that person, or
(b) change the share to a certificated share and execute an instrument of transfer of the share to that person
(C) All the provisions of the articles relating to the transfer of certificated shares apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his death, bankruptcy or other event giving rise to a transmission of entitlement had not occurred
(D) The board may give notice requiring a person to make the election referred to in article 34(A). If that notice is not complied with within 60 days the board may withhold payment of all dividends and other amounts payable in respect of the share until notice of election has been made.
35 Rights of Transmission
Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share cease. The person entitled by transmission may, however, give a good discharge for dividends and other amounts payable in respect of the share and, subject to articles 34 and 118, has the rights to which he would be entitled if he were the holder of the share. The person entitled by transmission is not, however, before he is registered as the holder of the share, entitled in respect of it to receive notice of or exercise rights conferred by membership in relation to meetings of the Company or a separate meeting of the holders of a class of shares.
36. Fractions
Whenever, as the result of consolidation and division or sub-division of shares members become entitled to fractions of a share, the board may on behalf of the members deal with the fractions as it thinks fit. In particular, the board may (treating holdings of a member of uncertificated shares and certificated shares of the same class as if they were separate holdings, unless the board decides otherwise).
(1) sell fractions of a share to a person (including, subject to the Act, to the Company) for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion amongst the persons entitled (except that if the amount due to a person is less than £3, or such other sum as the board may decide, the sum may be retained for the benefit of the Company). To give effect to a sale the board may authorise a person to transfer or to cause the transfer of shares to the purchaser or his nominee and may cause the name of the purchaser or his nominee to be entered in the register as the holder of the shares. The purchaser is not bound to see to the application of the purchase money and the title of the transferee to the shares is not affected by an irregularity or invalidity in the proceedings connected with the sale, or
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(11) subject to the Act, allot or issue to a member credited as fully paid by way of capitalisation the minimum number of shares required to round up his holding of shares to a number which, following consolidation and division or sub-division, leaves a whole number of shares (such allotment or issue being deemed to have been effected immediately before consolidation or sub-division, as the case may be) The amount required to pay up those shares may be capitalised as the board thinks fit out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares. A resolution of the board capitalising part of the reserves has the same effect as if the capitalisation had been declared by ordinary resolution of the Company pursuant to article 1265. In relation to the capitalisation the board may exercise all the powers conferred on it by article 125 without an ordinary resolution of the Company
GENERAL MEETINGS
37 Annual General Meetings
The Company shall hold an annual general meeting in each period of 6 months beginning with the day following its accounting reference date. Such meetings shall be convened by the board at such time and place as it thinks fit
38 Convening of General Meetings by the Board
The board may convene a general meeting whenever it thinks fit
39 Convening of General Meetings by Requirement of the Members
The board, on the requirement of members pursuant to the Act, shall call a general meeting (i) within 21 days from the date on which the board becomes subject to the requirement, and (ii) to be held on a date not more than 28 days after the date of the notice convening the meeting. At a meeting convened on a requisition or by requisitionists no business may be transacted except that stated by the requisition or proposed by the board. A general meeting may also be convened in accordance with article 89
40 Notice
(A) The notice of meeting shall be given to the members (other than any who, under the provisions of the articles or restrictions imposed on shares, are not entitled to receive notice), to the directors and to the auditors
(B) The board may determine that persons entitled to receive notices of meeting are those persons entered on the register at the close of business on a day determined by the board, provided that, if the Company is a participating issuer, the day determined by the board may not be more than 21 days before the day that the relevant notice of meeting is being sent
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(C) The notice of meeting shall also specify a time (which, if the Company is a participating issuer, shall not be more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote.
41. Omission to Send Notice
The accidental omission to send a notice of a general meeting or any document relating to the meeting, or the non-receipt of any such notice, document or information by a person entitled to receive any such notice, document shall not invalidate the proceedings at that meeting.
42. Postponement of General Meetings
If the board, in its absolute discretion, considers that it is impractical or unreasonable for any reason to hold a general meeting at the time, date or place specified in the notice calling the general meeting, it may move and/or postpone the general meeting to another time, date and/or place. When a meeting is so moved and/or postponed, notice of the time, date and place of the moved and/or postponed meeting shall (if practical) be placed in at least two national newspapers in the United Kingdom. Notice of the business to be transacted at such moved and/or postponed meeting is not required. The board must take reasonable steps to ensure that members trying to attend the general meeting at the original time, date and/or place are informed of the new arrangements for the general meeting. Proxy forms can be delivered as specified in article 58. Any postponed and/or moved meeting may also be postponed and/or moved under this article.
PROCEEDINGS AT GENERAL MEETINGS
43. Quorum
(A) No business may be transacted at a general meeting unless a quorum is present. The absence of a quorum does not prevent the appointment of a chairman in accordance with the articles, which is not treated as part of the business of the meeting.
(B) The quorum for a general meeting is for all purposes two qualifying persons present and entitled to vote.
44. Procedure if Quorum not Present
(A) If a quorum is not present within five minutes (or such longer period as the chairman in his absolute discretion thinks fit) from the time fixed for the start of the meeting or if during the meeting a quorum ceases to be present, the meeting, if convened by or on the requisition of members, is dissolved. In any other case it stands adjourned to such time (being not less than 10 clear days later) and place as the chairman (or, in default, the board) decides:
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(B) At an adjourned meeting the quorum is two qualifying persons present and entitled to vote. If a quorum is not present within five minutes (or such longer period as the chairman in his absolute discretion thinks fit) from the time fixed for the start of the meeting or if during the meeting a quorum ceases to be present, the adjourned meeting is dissolved.
(C) The Company shall give not less than seven clear days’ notice of any meeting adjourned for the lack of a quorum and the notice shall state the quorum requirement.
45. Chairman
(A) The chairman (if any) of the board or, in his absence, the deputy chairman (if any) shall preside as chairman at a general meeting. If there is no chairman or deputy chairman, or if at a meeting neither is present within five minutes after the time fixed for the start of the meeting, or neither is willing to act, the directors present shall select one of their number to be chairman, and if only one director is present and willing to act, he shall be chairman. In default, the members present and entitled to vote shall choose one of their number to be chairman.
(B) The chairman may take such action as he thinks fit to promote the orderly conduct of the business of the meeting as specified in the notice of meeting and the chairman’s decision on matters of procedure or arising incidentally from the business of the meeting is final, as is his determination as to whether any matter is of such a nature.
46. Director’s right to Attend and Speak
(A) A director is entitled to attend and speak at a general meeting and at a separate meeting of the holders of a class of shares or debentures whether or not he is a member.
(B) The chairman may invite any person to attend and speak at any general meeting of the Company whom the chairman considers to be equipped by knowledge or experience of the Company’s business to assist in the deliberations of the meeting.
47. Power to Adjourn
(A) The chairman may, with the consent of a meeting at which a quorum is present (and shall, if so directed by the meeting) adjourn a meeting from time to time and from place to place or for an indefinite period.
(B) Without prejudice to any other power which he may have under the provisions of the articles or at common law, the chairman may, without the consent of the meeting, interrupt or adjourn a meeting from time to time and from place to place or for an indefinite period if he is of the opinion that it has become necessary to do so in order (i) to secure the proper and orderly conduct of the meeting, or (ii) to give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting, or (iii) to ensure that the business of the meeting is properly disposed of.
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48 Notice of Adjourned Meeting
(A) Without prejudice to article 44(C), whenever a meeting is adjourned for 28 days or more or for an indefinite period, at least seven clear days' notice specifying the place, the date and time of the adjourned meeting and the general nature of the business to be transacted shall be given to the members (other than any who, under the provisions of the articles or restrictions imposed on any shares, are not entitled to receive notice), the directors and the auditors. Except in these circumstances, and subject to article 44(C), it is not necessary to give notice of an adjourned meeting or of the business to be transacted at the adjourned meeting.
(B) The board may determine that persons entitled to receive notice of an adjourned meeting in accordance with this article are those persons entered on the register at the close of business on a day determined by the board, provided that, if the Company is a participating issuer, the day determined by the board may not be more than 21 days before the day that the relevant notice of meeting is being sent.
(C) The notice of an adjourned meeting given in accordance with this article shall also specify a time (which, if the Company is a participating issuer, shall not be more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote.
49. Business at Adjourned Meeting
No business may be transacted at an adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place.
50. Accommodation of Members at Meeting
If it appears to the chairman that the meeting place specified in the notice convening the meeting is inadequate to accommodate all members entitled and wishing to attend, the meeting is duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available to ensure that a member who is unable to be accommodated is able (i) to participate in the business for which the meeting has been convened, and (ii) to hear and see all persons present who speak (whether by the use of microphones, loud-speakers, audio-visual communications equipment or otherwise), whether in the meeting place or elsewhere, and (iii) to be heard and seen by all other persons present in the same way.
51. Security
The board may make any arrangement and impose any restriction it considers appropriate to ensure the security of a meeting including, without limitation, the searching of a person attending the meeting and the restriction of the items of personal property that may be taken into the meeting place. The board may
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authorise one or more persons, who shall include a director or the secretary or the chairman of the meeting to (i) refuse entry to a meeting to a person who refuses to comply with these arrangements or restrictions and (ii) eject from a meeting any person who causes the proceedings to become disorderly
VOTING
52. Method of Voting
(A) At a general meeting, a resolution put to the vote of the meeting is decided by a show of hands unless (before or on the declaration of the result of the show of hands) a poll is duly demanded
(B) Subject to the Act, a poll may be demanded on any question by.
(i) the chairman of the meeting; or
(ii) not less than five members present in person or by proxy and entitled to vote; or
(iii) a member or members present in person or by proxy representing in aggregate not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting, or
(iv) a member or members present in person or by proxy holding shares 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.
A demand by a proxy is deemed to be a demand by the member appointing the proxy
(C) Unless a poll is demanded and the demand is not withdrawn, a declaration by the chairman that the resolution has been carried, or carried by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. An entry in respect of such a declaration in the minutes of the meeting recorded in accordance with section 355 of the Act is also conclusive evidence of that fact without such proof
53 Procedure on a Poll
(A) If a poll is properly demanded, it shall be taken in such manner as the chairman of the meeting directs. He may appoint scrutineers, who need not be members, and may fix a time, date and place for declaring the result of the poll. The result of the poll is deemed to be the resolution of the meeting at which the poll is demanded
(B) A poll demanded on the election of a chairman or on any question of adjournment shall be taken at the meeting and without adjournment. A poll demanded on
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another question shall be taken at such time, date and place as the chairman decides, either at once or after an interval or adjournment (but not more than 30 clear days after the date of the demand)
(C) No notice need be given of a poll not taken immediately if the time, date 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, date and place at which the poll is to be taken
(D) The demand for a poll may be withdrawn but only with the consent of the chairman. A demand withdrawn in this way validates the result of a show of hands declared before the demand is made. In the case of a poll demanded before the declaration of the result of a show of hands, the meeting shall continue as if the demand has not been made
(E) The demand for a poll (other than on the election of the chairman of the meeting or on a question of adjournment) does not prevent the meeting continuing for the transaction of business other than the question on which a poll has been demanded.
(F) On a poll, votes may be given in person or by proxy and a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way
54 Votes of members
(A) Subject to special rights or restrictions as to voting attached to any class of shares by or in accordance with the articles, on a vote on a resolution:
(1) on a show of hands at a meeting, every member present (not being present by proxy) and entitled to vote has one vote and every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote except where:
(a) that proxy has been duly appointed by more than one member entitled to vote on the resolution, and
(b) the proxy has been instructed.
(1) by one or more of those members to vote for the resolution and by one or more of those members to vote against the resolution, or
(2) by one or more of those members to vote in the same way on the resolution (whether for or against) and one or more of those members has permitted the proxy discretion as to how to vote,
in which case, the proxy has one vote for and one vote against the resolution, and
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(11) on a poll taken at a meeting, every member present and entitled to vote has one vote in respect of each share held by him
(B) In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority is determined by the order in which the names of the holders stand in the register.
(C) A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) that he is or may be suffering from mental disorder or is otherwise incapable of running his affairs may vote, whether on a show of hands or on a poll, by his guardian, receiver, curator bonis or other person authorised for that purpose and appointed by the court. A guardian, receiver, curator bonis or other authorised and appointed person may vote by proxy if evidence (to the satisfaction of the board) of the authority of the person claiming to exercise the right to vote is received at the office (or at another place specified in accordance with the articles for the delivery or receipt of forms of appointment of a proxy) or in any other manner specified in the articles for the appointment of a proxy within the time limits prescribed by the articles for the deposit of instruments of proxy for use at the meeting, adjourned meeting or poll at which the right to vote is to be exercised
- No Casting Vote
In the case of an equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote
- Restriction on Voting Rights for Unpaid Calls etc.
Unless the board otherwise decides, no member is entitled in respect of a share held by him to be present or to vote, either in person or by proxy, at a general meeting or at a separate meeting of the holders of class of shares or on a poll, or to exercise other rights conferred by membership in relation to the meeting or poll, if a call or other amount due and payable in respect of the share is unpaid. This restriction ceases on payment of the amount outstanding and all costs, charges and expenses incurred by the Company by reason of the non-payment
57 Voting by Proxy
(A) Subject to paragraph 57(B) below, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the board) executed under the hand of the appointor or his duly constituted attorney or, if the appointor is a company, under its seal or under the hand of its duly authorised officer or attorney or other person authorised to sign
(B) Subject to the Act, the board may accept an instrument of proxy received by electronic means, on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the
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requirements of paragraph 57(A) above The board may require the production of any evidence it considers necessary to determine the validity of such an appointment
(C) Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution put to, or other business which may properly come before, the meeting or meetings for which it is given, as the proxy thinks fit
(D) A proxy need not be a member
(E) A member may appoint more than one proxy to attend in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share.
(F) Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll.
(G) The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the board.
(H) Subject to the Act and the requirements of the listing rules and disclosure and transparency rules of the UKLA, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the instrument shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting.
58 Appointment of Proxy
(A) The form of appointment of a proxy, and (if required by the board) a power of attorney or other authority under which it is executed or a copy of it notariably certified or certified in some other way approved by the board, shall be.
(i) subject to sub paragraphs (iii) and (iv) below, in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting not less than 48 hours (excluding any
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part of a day that is not a working day) before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote,
(ii) subject to sub-paragraphs (iii) and (iv) below, in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address
(a) in the notice convening the meeting;
(b) in an instrument of proxy sent out by the Company in relation to the meeting,
(c) in an invitation to appoint a proxy issued by the Company in relation to the meeting, or
(d) on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept,
received at such address not less than 48 hours (excluding any part of a day that is not a working day) before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote,
(iii) in the case of a meeting adjourned for less than 28 days but more than 48 hours or in the case of a poll taken more than 48 hours after it is demanded, delivered or received as required by paragraphs (i) or (ii) not less than 24 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting or the taking of the poll; or
(iv) in the case of a meeting adjourned for not more than 48 hours or in the case of a poll not taken immediately but taken not more than 48 hours after it was demanded, delivered at the adjourned meeting or at the meeting at which the poll was demanded to the chairman or to the secretary or to a director.
An appointment of proxy not delivered or received in accordance with this article is invalid.
(B) Without limiting the foregoing, in relation to any shares which are held in uncertificated form, the board may from time to time permit appointments of a proxy to be made by electronic means in the form of an uncertificated proxy instruction and may in a similar manner permit supplements to, or amendments or revocations of, any such uncertificated proxy instruction to be made by like means. The board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction (and/or other instruction or notification) is to be treated as received by the Company or a participant acting on its behalf. The board may treat any such uncertificated proxy instruction which purports to be or is
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expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.
59 Validity of Actions by Proxy or Representative of a Corporation
(A) The Company is not obliged to verify that a proxy or representative of a corporation has acted in accordance with the terms of his appointment and any failure by such person to so act in accordance with the terms of his appointment shall not affect the validity of any proceedings at a meeting of the Company.
(B) The termination of the authority of a person to act as proxy or as the duly authorised representative of a member which is a corporation does not affect whether he counts in deciding whether there is a quorum at a meeting, the validity of anything he does as chairman of a meeting, the validity of a poll demanded by him at a meeting, or the validity of a vote given by that person unless notice of the termination was received by the Company at the office or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of proxy was sent by electronic means, at the address at which the form of appointment was received, not later than the last time at which an appointment of proxy should have been delivered or received in order to be valid for use at the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for use on the holding of the poll at which the vote is cast.
60 Corporate Representative
In accordance with the Act, a corporation which is a member may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any meeting of the Company (a "representative"). A director, the secretary or other person authorised for the purpose by the secretary may require a representative to produce a certified copy of the resolution of authorisation before permitting him to exercise his powers.
61 Objections to and error in voting
No objection may be made to the qualification of a voter or to the counting of, or failure to count, a vote, except at the meeting or adjourned meeting at which the vote objected to is tendered or at which the error occurs. An objection properly made shall be referred to the chairman of the meeting and only invalidates the result of the voting if, in the opinion of the chairman, it is of sufficient magnitude to affect the decision of the meeting. The decision of the chairman is conclusive and binding on all concerned.
62 Amendments to Special Resolutions
No amendment to a resolution duly proposed as a special resolution (other than an amendment to correct a patent error) may be considered or voted on
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63 Amendments to Ordinary Resolutions
No amendment to a resolution duly proposed as an ordinary resolution (other than an amendment to correct a patent error) may be considered or voted on unless either
(i) at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered, notice of the terms of the amendment and intention to move it has been lodged at the office, or
(ii) the chairman in his absolute discretion decides that the amendment may be considered or voted on
If an amendment proposed to a resolution under consideration is ruled out of order by the chairman the proceedings on the substantive resolution are not invalidated by an error in his ruling.
64 Class Meetings
Save for the circumstances set out in s 334(2) and s.334(2A) of the Act, a separate meeting for the holders of a class of shares shall be convened and conducted as nearly as possible in the same way as a general meeting, except that
(i) no member, is entitled to notice of it or to attend unless he is a holder of shares of that class;
(ii) no vote may be given except in respect of a share of that class;
(iii) the quorum at the meeting is two qualifying persons present and entitled to vote holding or representing by proxy at least one-third in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares),
(iv) the quorum at an adjourned meeting is one qualifying person present and entitled to vote holding or representing by proxy shares of that class;
(v) any holder of shares of that class present and entitled to vote may demand a poll
65 Failure to disclose interests in Shares.
(A) Having regard to the requirements of the listing rules of the UKLA, where notice is served by the Company under section 793 of the Act (a "section 793 notice") on a member, or another person appearing to be interested in shares held by that member and the member or other person has failed in relation to any shares (the "default shares", which expression includes any shares allotted or issued after the date of the section 793 notice in respect of those shares) to give the Company the
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information required within the prescribed period from the date of the section 793 notice, the following sanctions apply, unless the board otherwise decides
(i) the member is not entitled in respect of the default shares to be present or to vote (either in person or by proxy) at a general meeting or at a separate meeting of the holders of a class of shares or on a poll, or to exercise other rights conferred by membership in relation to the meeting or poll, and
(ii) where the default shares represent at least 0.25 per cent in nominal value of the issued shares of their class (excluding any shares of that class held as treasury shares)
(a) a dividend (or any part of a dividend) or other amount payable in respect of the default shares shall be withheld by the Company, which has no obligation to pay interest on it, and the member is not entitled to elect, pursuant to article 125, to receive shares instead of a dividend; and
(b) no transfer of any certificated default shares shall be registered unless the transfer is an excepted transfer or
(1) the member is not himself in default in supplying the information required; and
(2) the member proves to the satisfaction of the board that no person in default in supplying the information required is interested in any of the shares the subject of the transfer
(B) For the purpose of enforcing the sanction in paragraph 65(A)(ii)(b), the board may give notice to the member requiring the member to change default shares held in uncertificated form to certificated form by the time stated in the notice. The notice may also state that the member may not change any default shares held in certificated form to uncertificated form. If the member does not comply with the notice, the board may require the Operator to convert default shares held in uncertificated form to certificated form in the name and on behalf of the member in accordance with the Uncertificated Securities Regulations
(C) The sanctions under paragraph 65(A) cease to apply seven days after the earlier of
(i) receipt by the Company of notice of an excepted transfer, but only in relation to the shares transferred, and
(ii) receipt by the Company, in a form satisfactory to the board, of all the information required by the section 793 notice
(D) Where, on the basis of information obtained from a member in respect of a share held by him, the Company issues a section 793 notice to another person, it shall at the same time send a copy of the section 793 notice to the member, but the
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accidental omission to do so, or the non-receipt by the member of the copy, does not invalidate or otherwise affect the application of paragraphs 65(A) or 65(B)
(E) For the purposes of this article 65.
(i) a person, other than the member holding a share, is treated as appearing to be interested in that share if the member has informed the Company that the person is or may be interested, or if the Company (after taking account of information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is or may be so interested,
(ii) "interested" is construed as it is for the purpose of section 793 of the Act;
(iii) reference to a person having failed to give the Company the information required by a section 793 notice, or being in default in supplying such information, includes (a) reference to his having failed or refused to give all or any part of it and (b) reference to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular,
(iv) the "prescribed period" means 14 days, and
(v) an "excepted transfer" means, in relation to shares held by a member
(a) a transfer pursuant to acceptance of a take-over offer for the Company (within the meaning of section 974 of the Act); or
(b) a transfer in consequence of a sale made through a recognised investment exchange (as defined in the Financial Services and Markets Act 2000) or another stock exchange outside the United Kingdom on which shares in the capital of the Company are normally traded, or
(c) a transfer which is shown to the satisfaction of the board to be made in consequence of a 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
(F) The provisions of this article are in addition and without prejudice to the provisions of the Act
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
66 Number of directors
Unless and until otherwise decided by the Company by ordinary resolution the number of directors is not subject to a maximum but must not be less than two.
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67 Power of the Company to appoint directors
Subject to the 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 addition to the board, but the total number of directors may not exceed a maximum number fixed in accordance with the articles
68. Power of the board to appoint directors
Without prejudice to the power of the Company to appoint a person to be a director pursuant to the articles, the board may appoint a person who is willing to act as a director, either to fill a vacancy or as an addition to the board, but the total number of directors may not exceed a maximum number fixed in accordance with the articles
69. Appointment of executive directors
(A) Subject to the Act, the board may appoint one or more of its body to hold employment or executive office (including that of managing director) with the Company for such term (subject to the Act) and on any other conditions the board thinks fit. The board may revoke or terminate an appointment, without prejudice to a claim for damages for breach of contract
(B) Subject to the Act, the board may enter into an agreement or arrangement with any director for the provision of any services outside the scope of the ordinary duties of a director. Any such agreement or arrangement may be made on such terms and conditions as (subject to the Act) the board thinks fit and (without prejudice to any other provision of the articles) it may remunerate any such director for such services as it thinks fit
70 Eligibility of new directors
(A) No person other than a director retiring (by rotation or otherwise) may be appointed or reappointed a director at a general meeting unless:
(i) he is recommended by the board, or
(ii) not less than seven nor more than 28 days before the date fixed for the meeting, notice has been given to the Company by a member (other than the person to be proposed) qualified to vote at the meeting of the intention to propose that person for appointment or reappointment. The notice shall (a) state the particulars which would, if the proposed director were appointed or reappointed, be required to be included in the Company's register of directors, (b) be accompanied by notice given by the proposed director of his willingness to be appointed or reappointed, and (c) be lodged at the office.
(B) A director need not be a member
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71 Voting on resolution for appointment
A resolution for the appointment of two or more persons as directors by a single resolution is void unless an ordinary resolution that the resolution for appointment is proposed in this way has first been agreed to by the meeting without a vote being given against it
72 Retirement
At every annual general meeting all the directors shall retire from office and each director may offer himself for reappointment by the members
73. Position of retiring director
(A) A director who retires at an annual general meeting may, if willing to continue to act, be re-appointed. If he is re-appointed he is treated as continuing in office throughout. Subject to paragraph (B) below, if he is not re-appointed, he shall retain office until the end of the meeting or (if earlier) when a resolution is passed to appoint someone in his place or when a resolution to re-appoint the director is put to the meeting and lost
(B) If at any annual general meeting all the resolutions for the re-appointment of directors are put to the meeting and lost or if by reason of directors failing to be re-appointed the number of directors falls below the minimum number fixed by and in accordance with these articles or below the number fixed by or in accordance with these articles as the quorum, all directors retiring at the meeting and standing for re-appointment (the "dismissed directors") shall continue to be directors for a maximum period of 60 days (and are treated as continuing in office without interruption). During such period, directors shall be appointed either at a further general meeting and/or by the directors (but in this latter case, none of those appointed may be dismissed directors). Once a sufficient number of directors has been so appointed, the dismissed directors shall cease to be directors.
74 Deemed reappointment
At a general meeting at which a director retires by rotation the Company may fill the vacancy and, if it does not do so, the retiring director is, if willing, deemed reappointed unless it is expressly resolved not to fill the vacancy or a resolution for the reappointment of the director is put to the meeting and lost
75. No retirement on account of age
No person is incapable of being appointed a director by reason of his having reached the age of 70 or another age
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76 Removal by ordinary resolution
In addition to any power of removal conferred by the Act, the Company may by ordinary resolution remove a director before the expiration of his period of office (without prejudice to a claim for damages for breach of contract) and may (subject to the articles) by ordinary resolution appoint another person who is willing to act to be a director in his place. A person appointed in this way is treated, for the purposes of determining the time at which he or another director is to retire, as if he had become a director on the date on which the person in whose place he is appointed was last appointed or reappointed a director.
77 Vacation of office by director
(A) Without prejudice to the provisions for retirement (by rotation or otherwise) contained in the articles, the office of a director is vacated if
(i) he resigns by notice delivered to the secretary at the office or tendered at a board meeting,
(ii) where he has been appointed for a fixed term, the term expires,
(iii) he ceases to be a director by virtue of a provision of the Act, is removed from office pursuant to the articles or becomes prohibited by law from being a director;
(iv) he becomes bankrupt, has an interim receiving order made against him, makes an arrangement or compounds with his creditors generally or applies to the court for an interim order under section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act,
(v) an order is made by a court of competent jurisdiction on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian, receiver, curator bonis or other person to exercise powers with respect to his affairs or he is admitted to hospital in pursuance of an application for admission for treatment under any statute relating to mental health and the board resolves that his office be vacated,
(vi) both he and his alternate director appointed pursuant to the provisions of the articles (if any) are absent, without the permission of the board, from board meetings for six consecutive months and the board resolves that his office be vacated; or
(vii) he is removed from office by notice addressed to him at his last-known address and signed by all his co-directors (without prejudice to a claim for damages for breach of contract)
(B) A resolution of the board declaring a director to have vacated office under the terms of this article is conclusive as to the fact and grounds of vacation stated in the resolution
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(C) If the office of a director is vacated for any reason, he shall cease to be a member of any committee of the board
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ALTERNATE DIRECTORS
78 Appointment
(A) A director (other than an alternate director) may by notice delivered to the secretary at the office, or tabled at a meeting of the board or in any other manner approved by the board, appoint as his alternate director.
(i) another director, or
(ii) another person approved by the board and willing to act
No appointment of an alternate director who is not already a director is effective until his consent to act as a director in the form prescribed by the Act has been received at the office or tabled at a meeting of the board
(B) An alternate director need not be a member and is not counted in reckoning the number of directors for the purpose of article 66
79. Revocation of appointment
A director may by notice delivered to the secretary at the office or tabled at a meeting of the board revoke the appointment of his alternate director and, subject to the provisions of the preceding article, appoint another person in his place. If a director ceases to hold the office of director or if he dies, the appointment of his alternate director automatically ceases. If a director retires but is reappointed at the meeting at which his retirement takes effect, a valid appointment of an alternate director which was in force immediately before his retirement continues to operate after his reappointment as if he has not retired. The appointment of an alternate director ceases on the happening of an event which, if he were a director otherwise appointed, would cause him to vacate office
80 Participation in board meetings
An alternate director is, if he gives the Company an address in the United Kingdom at which notices may be served on him or an address at which notices may be served on him by electronic means, entitled to receive notice of all meetings of the board and all committees of the board of which his appointor is a member and, in the absence from those meetings of his appointor, to attend and vote at the meetings and to exercise all the powers, rights, duties and authorities of his appointor. A director acting as alternate director has a separate vote at meetings of the board and committees of the board for each director for whom he Act as alternate director but he counts as only one for the purpose of determining whether a quorum is present.
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81 Responsibility
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A person acting as an alternate director is an officer of the Company, is alone responsible to the Company for his Act and defaults, and is not deemed to be the agent of his appointor
REMUNERATION, EXPENSES AND PENSIONS
82 Directors' fees
(A) Unless otherwise decided by the Company by ordinary resolution, the Company shall pay to the directors (but not alternate directors) for their services as directors such amount of aggregate fees as the board decides (not exceeding £750,000 per annum or such larger amount as the Company may by ordinary resolution decide). The aggregate fees shall be divided among the directors in such proportions as the board decides or, if no decision is made, equally. A fee payable to a director pursuant to this article is distinct from any salary, remuneration or other amount payable to him pursuant to other provisions of the articles and accrues from day to day
(B) Subject to the Act and to the articles and the requirements of the listing rules of the UKLA, the board may arrange for part of a fee payable to a director under this article to be provided in the form of fully-paid shares in the capital of the Company. The amount of the fee payable in this way shall be at the discretion of the board and shall be applied in the purchase or subscription of shares on behalf of the relevant director. In the case of a subscription of shares, the subscription price per share shall be deemed to be the closing middle-market quotation for a fully-paid share of the Company of that class as published in the Daily Official List of the London Stock Exchange (or such other quotation derived from such other source as the board may deem appropriate) on the day of subscription
83 Additional remuneration
A director who, at the request of the board, goes or resides abroad, makes a special journey or performs a special service on behalf of the Company may be paid such reasonable additional remuneration (whether by way of salary, percentage of profits or otherwise) and expenses as the board may decide
84 Expenses
A director is entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in the performance of his duties as director, including expenses incurred in attending meetings of the board or of committees of the board or general meetings or separate meetings of the holders of a class of shares or debentures. Subject to the Act, the directors shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him properly to perform his duties as an officer of the Company or to enable him to avoid incurring any such expenditure
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85 Remuneration and expenses of alternate directors
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An alternate director is not entitled to a fee from the Company for his services as an alternate director. The fee payable to an alternate director is payable out of the fee payable to his appointor and consists of such portion (if any) of the fee as he agrees with his appointor. The Company shall, however, repay to an alternate director expenses incurred by him in the performance of his duties if the Company would have been required to repay the expenses to him under the preceding article had he been a director
86 Directors' pensions and other benefits
(A) The board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (by insurance or otherwise) for a person who is or has at any time been a director of (i) the Company, or (ii) a company which is or was a subsidiary undertaking of the Company, or (iii) a company which is or was allied to or associated with the Company or a subsidiary undertaking of the Company, or (iv) a predecessor in business of the Company or of a subsidiary undertaking of the Company (and for any member of his family, including a spouse or former spouse, or a person who is or was dependent on him). For this purpose the board may establish, maintain, subscribe and contribute to any scheme, trust or fund and pay premiums. The board may arrange for this to be done by the Company alone or in conjunction with another person.
(B) A director or former director is entitled to receive and retain for his own benefit a pension or other benefit provided under paragraph 86(A) above and is not obliged to account for it to the Company.
87 Remuneration of executive director
The salary or remuneration of a director appointed to hold employment or executive office in accordance with the articles may be a fixed sum of money, or wholly or in part governed by business done or profits made, or as otherwise decided by the board, and may be in addition to or instead of a fee payable to him for his services as director pursuant to the articles
POWERS AND DUTIES OF THE BOARD
88 Powers of the board
Subject to the Act and the articles and to directions given by special resolution of the Company, the business of the Company is managed by the board which may exercise all the powers of the Company whether relating to the management of the business or not. No alteration of the articles and no direction given by the Company shall invalidate a prior act of the board which would have been valid if the alteration had not been made or the direction had not been given. The provisions of the articles giving specific powers to the board do not limit the general powers given by this article.
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89 Powers of directors being less than minimum required number
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The continuing directors or a sole continuing director may act notwithstanding any vacancy in their number. If the number of directors is reduced below the minimum number fixed by or in accordance with these articles or is below the number fixed by or in accordance with these articles as the quorum or there is only one continuing director, the continuing directors or director may fill vacancies and summon general meetings for the purpose of appointing further directors. If there are no directors or director able or willing to act, then any two members (excluding any member holding shares as treasury shares) may summon a general meeting for the purpose of appointing directors.
90. Powers of executive directors
The board may delegate to a director holding executive office (including, without limitation, a managing director) any of its powers, authorities and discretions for such time and on such terms and conditions as it thinks fit. In particular, without limitation, the board may grant the power to sub-delegate, and may retain or exclude the right of the board to exercise the delegated powers, authorities or discretions collaterally with the director. The board may at any time revoke the delegation or alter its terms and conditions.
91 Delegation to committees
The board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time and on such terms and conditions as it thinks fit to a committee consisting of one or more persons (whether a member or members of the board or not). A committee may exercise its power to sub-delegate by sub-delegating to any person or persons (whether or not a member or members of the board or of the committee). The board may retain or exclude the right of the board to exercise the delegated powers, authorities or discretions collaterally with the committee. The board may at any time revoke the delegation or alter its terms and conditions or discharge the committee in whole or in part. Where a provision of the articles refers to the exercise of a power, authority or discretion by the board (including, without limitation, the power to pay fees, remuneration, additional remuneration, expenses and pensions and other benefits pursuant to articles 69 or 82 to 87) and that power, authority or discretion has been delegated by the board to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.
92 Local Management
The board may establish local or divisional boards or agencies for managing the affairs of the Company in a specified locality, either in the United Kingdom or elsewhere, and may appoint persons to be members of a local or divisional board or agency, and may fix their remuneration. The board may delegate to a local or divisional board or agency any of its powers, authorities and discretions for such time and on such terms and conditions as it thinks fit. In particular, the board may
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grant the power to sub-delegate, may retain or exclude the right of the board to exercise the delegated powers, authorities or discretions collaterally with the local or divisional board or agency and may authorise the members of a local or divisional board or agency (or any of them) to fill a vacancy or to act despite a vacancy. The board may at any time revoke or alter the terms and conditions of the appointment or delegation. Subject to terms and conditions imposed by the board, the proceedings of a local or divisional board or agency with two or more members are governed by those articles that regulate the proceedings of the board, so far as applicable
93. Agents
The board may by power of attorney or otherwise appoint a person to be the agent of the Company and may delegate to that person any of its powers, authorities and discretions for such purposes, for such time and on such terms and conditions (including as to remuneration) as it thinks fit. In particular, without limitation, the board may grant the power to sub-delegate and may retain or exclude the right of the board to exercise the delegated powers, authorities or discretions collaterally with the agent. The board may at any time revoke or alter the terms and conditions of the appointment or delegation.
94. Associate directors
The board may appoint a person (not being a director) to an office or employment having a designation or title including the word "director" or attach to an existing office or employment that designation or title and may terminate the appointment or use of that designation or title. The inclusion of the word "director" in the designation or title of an office or employment does not imply that the person is, or is deemed to be, or is empowered to act as, a director for any of the purposes of the Act or the articles.
95. Exercise of voting powers
Subject to article 97, the board may exercise or cause to be exercised the voting powers conferred by shares in the capital of another company held or owned by the Company, or a power of appointment to be exercised by the Company, in such manner as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of a director as an officer or employee of that company or in favour of the payment of remuneration to the officers or employees of that company).
96. Provision for employees
The board may exercise the powers conferred upon the Company by the Act to make provision for the benefit of a person (other than a director, former director or shadow director) employed or formerly employed by the Company or any of its subsidiary undertakings (or any member of his family, including a spouse or former spouse, or any person who is or was dependent on him) in connection with the
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(1) $ \frac{1}{2} = \frac{1}{3} = \frac{1}{4} = \frac{1}{5} = \frac{1}{6} = \frac{1}{7} = \frac{1}{8} = \frac{1}{9} $
$ \frac{1}{2} = \frac{1}{3} = \frac{1}{4} = \frac{1}{5} = \frac{1}{6} = \frac{1}{7} = \frac{1}{8} = \frac{1}{9} $$
$ \frac{1}{2} = \frac{1}{3} = \frac{1}{4} = \frac{1}{5} = \frac{1}{6} = \frac{1}{7} = \frac{1}{8} = \frac{1}{9} \left[ \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \right] \left[ \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \right] \left[ \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} \right] \left[ \frac{1}{2} + \frac{1}{2} + \frac{1}{2} + \frac{1}{2} \right] \left[ \frac{1}{2} + \frac{1}{2} + \frac{1}{2} \right] \left[ \frac{1}{2} + \frac{1}{2} + \frac{1}{2} \right] \left[ \frac{1}{2} + \frac{1}{2} + \frac{1}{2} \right] \left[ \frac{1}{2} + \frac{1}{2} \right] \right]
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date of allotment) are deemed to have been paid up to the extent so underwritten on the date on which the issue of those shares was underwritten (or, if the underwriting was conditional, the date on which it became unconditional);
(2) an undertaking which has become a group undertaking since the date of the relevant balance sheet; and
(3) an undertaking which has ceased to be a group undertaking since the date of the relevant balance sheet,
(d) excluding (so far as not already excluded):
(1) amounts attributable to minority interests; and
(2) a sum set aside for taxation (other than deferred taxation);
(e) deducting.
(1) sums equivalent to the book values of goodwill and other intangible assets shown in the relevant balance sheet (as adjusted pursuant to the preceding provisions of this article) but adding back the amount of goodwill that would have remained on the relevant balance sheet (as adjusted) if all goodwill arising on acquisitions of group undertakings after 2 July 1993 and which has been written off against reserves in accordance with generally accepted accounting practice in the United Kingdom had been carried on the balance sheet as an asset and amortised on a straight-line basis over 20 years (or such longer period, as decided by the Company, as may be in accordance with generally accepted accounting practice in the United Kingdom), this amount to be certified by the auditors, and
(2) the amount of a distribution declared, recommended, paid or made by a group undertaking to a person other than a group undertaking out of profits accrued up to and including the date of, but not provided for in, the relevant balance sheet, and
(f) making such other adjustments (if any) as the auditors consider appropriate or necessary,
(11) "external interest" means, in relation to a group undertaking that is not wholly owned, that part of the issued and paid-up equity share capital of the group undertaking that is not beneficially owned, directly or indirectly, by another group undertaking,
(111) "external interest percentage" means, in relation to a group undertaking that is not wholly owned, the percentage that the external interest forms of
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the whole of the issued and paid-up equity share capital of the group undertaking,
(iv) "group" means (a) the Company, and (b) all undertakings which are included in the group accounts in which the relevant balance sheet is comprised and which would be so included if group accounts were prepared at the relevant time (and as if that time were the end of the Company's financial year), and (c) all undertakings which are not included in the group accounts in which the relevant balance sheet is comprised but which would be so included if group accounts were prepared at the relevant time (and as if that time were the end of the Company's financial year);
(v) "group undertaking" means the Company or another undertaking in the group;
(vi) "moneys borrowed" are deemed to include the following
(a) the nominal amount of and the amount of any premium paid in respect of any allotted share capital (not being equity share capital) of a group undertaking not beneficially owned, directly or indirectly, by another group undertaking,
(b) the principal amount of any loan capital (whether secured or unsecured) of a group undertaking not beneficially owned, directly or indirectly, by another group undertaking,
(c) the principal amount of any borrowings by a person other than a group undertaking, the repayment of which is the subject of a guarantee or indemnity by a group undertaking or is secured on the assets of a group undertaking;
(d) the outstanding amount raised by acceptances under an acceptance credit opened on behalf of and in favour of a group undertaking by a bank or accepting house (except for acceptances of, or acceptance credits in relation to, trade bills for purchases of goods or services in the ordinary course of business and outstanding for six months or less),
(e) a fixed or minimum premium payable on repayment or redemption of borrowings that constitute moneys borrowed for the purposes of this article; and
(f) amounts raised under a transaction (including, without limitation, forward sale or purchase agreements and outstanding obligations under finance leases and hire purchase contracts classified as finance leases, but excluding operating leases (within the meanings given to those terms by Statement of Standard Accounting Practice 21)) having the commercial effect of borrowings entered into to enable the finance of operations or capital requirements,
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but are deemed to exclude:
(g) borrowings by one group undertaking from another, including the principal amount of any loan capital (whether secured or unsecured) and the nominal amount of any allotted or issued share capital (not being equity share capital) of a group undertaking beneficially owned, directly or indirectly, by another group undertaking, except that, where the group undertaking from which such borrowings are made is not wholly owned, a percentage of the borrowings equal to the external interest percentage are not excluded,
(h) borrowings made for the purpose of, and applied within six months of being made in, repaying the whole or part of borrowings that constitute moneys borrowed for the purposes of this article;
(i) borrowings for the purpose of financing a contract to the extent that part of the price receivable under the contract is guaranteed or insured by the Export Credits Guarantee Department of the Department of Trade and Industry or by another institution fulfilling a similar function,
(j) where a group undertaking is not wholly owned, a percentage of its borrowings that constitute moneys borrowed for the purposes of this article equal to the external interest percentage;
(k) an amount equal to the borrowings of an undertaking outstanding immediately before and unpaid within 90 days after it becomes a group undertaking,
(l) the amount of moneys borrowed which are for the time being deposited with a governmental authority in any part of the world in connection with import deposits or a similar governmental scheme to the extent that the group undertaking making the deposit retains its interest in the deposit;
(m) a sum advanced or paid to a group undertaking (or its agents or nominees) by a customer of a group undertaking as an unexpended customer receipt or progress payment pursuant to a contract between the customer and a group undertaking;
(n) amounts treated as amounts due to trade creditors in the consolidated group accounts of the Company in which the relevant balance sheet is comprised, and
(o) sums to be treated as moneys borrowed by a group undertaking by reason only of current accounting standards or other accounting principles or practice;
and deducting:
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(p) an amount equal to the aggregate outstanding of
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(1) all cash deposits or balances on a current account of a group undertaking with a bank (not itself being a group undertaking);
(2) the realisable value of certificates of deposit and securities of governments and companies; and
(3) other readily realisable deposits or balances (whether made with a bank or otherwise),
in each case beneficially owned, directly or indirectly, by a group undertaking, but excluding (aa) in the case of any such items beneficially owned, directly or indirectly, by a group undertaking that is not wholly owned, a percentage of those items equal to the external interest percentage and (bb) any sum advanced or paid to a group undertaking (or its agents or nominees) by a customer of a group undertaking as an unexpended customer receipt or progress payment pursuant to a contract between the customer and a group undertaking,
(vii) "relevant balance sheet" means the consolidated balance sheet dealing with the state of affairs of the Company and its subsidiary undertakings comprised in the latest group accounts prepared and approved by the board and on which the auditors have made their report pursuant to the Act, and
(viii) "wholly owned" means, in relation to a group undertaking, that it has no member that is not itself a group undertaking or a person acting on behalf of a group undertaking.
(D) When the amount of moneys borrowed to be taken into account for the purposes of this article on a particular day is being ascertained, moneys denominated or repayable in a currency other than sterling shall be converted for the purpose of calculating the sterling equivalent either.
(i) at the rate of exchange specified in a forward purchase contract, currency option, back-to-back loan, swap or other arrangement taken out or entered into to reduce the risk associated with fluctuations in rates of exchange in respect of repayment of those moneys (a "hedging agreement"); or
(ii) if repayment of those moneys has not been covered by a hedging agreement, at the more favourable to the Company of
(a) the rate of exchange used for the conversion of that currency in the relevant balance sheet, or
(b) if no rate was used, the middle-market rate of exchange quoted by Barclays Bank PLC at the close of business in London on the date of the relevant balance sheet, or
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(c) the middle-market rate of exchange quoted by Barclays Bank PLC at the close of business in London on the business day immediately preceding the day on which the calculation falls to be made
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(E) A report or certificate of the auditors as to the amount of the adjusted total of capital and reserves or the aggregate amount of moneys borrowed for the purposes of this article is conclusive and binding on all concerned. Nevertheless the board may at any time act in reliance on a bona fide estimate of the amount of the adjusted total of capital and reserves or the aggregate amount of moneys borrowed and if in consequence the limit on moneys borrowed set out in this article is inadvertently exceeded, the amount of moneys borrowed equal to the excess may be disregarded for 90 days after the date on which by reason of a determination of the auditors or otherwise the board becomes aware that this situation has or may have arisen
(F) No debt incurred or security given in respect of moneys borrowed in excess of the limit imposed by this article is invalid or ineffectual except where express notice that the limit has been or will be exceeded has been given to the lender or recipient of the security at the time when the debt is incurred or security given. No lender or other person dealing with the Company is concerned to see or enquire whether the limit is observed.
99 Register of charges
The Company shall keep a register of charges in accordance with the Act and the fee to be paid by a person other than a creditor or member for each inspection of the register of charges is the maximum sum prescribed by the Act or, failing which, decided by the board.
DIRECTORS' INTERESTS
100
Directors' interests other than in relation to transactions or arrangements with the Company - authorisation under section 175 of the Act
(A) The board may authorise any matter proposed to it which would, if not so authorised, involve a breach of duty by a director under section 175 of the Act
(B) Any authorisation under paragraph (A) will be effective only if:
(i) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other director interested in the matter under consideration, and
(ii) the matter was agreed to without such director voting or would have been agreed to if the vote of such director had not been counted
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(C) The board may give any authorisation under paragraph (A) upon such terms as it thinks fit. The board may vary or terminate any such authorisation at any time.
(D) For the purposes of this article 100, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests.
Confidential information and attendance at board meetings
(E) A director shall be under no duty to the Company with respect to any information which he or she obtains or has obtained otherwise than as a director of the Company and in respect of which he or she owes a duty of confidentiality to another person. In particular the director shall not be in breach of the general duties he or she owes to the Company by virtue of sections 171 to 177 of the Act because he or she:
(i) fails to disclose any such information to the board or to any director or other officer or employee of the Company, and/or
(ii) does not use or apply any such information in performing his or her duties as a director of the Company.
However, to the extent that his or her relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this paragraph (E) applies only if the existence of that relationship has been authorised by the board pursuant to paragraph (A).
(F) Where the existence of a director's relationship with another person has been authorised by the board pursuant to paragraph (A) and his or her relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he or she owes to the Company by virtue of sections 171 to 177 of the Act because he or she:
(i) absents himself or herself from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise, and/or
(ii) makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser on his or her behalf,
for so long as he or she reasonably believes such conflict of interest (or possible conflict of interest) subsists.
(G) The provisions of paragraphs (E) and (F) are without prejudice to any equitable principle or rule of law which may excuse the director from
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(i) disclosing information, in circumstances where disclosure would otherwise be required under these articles, or
(ii) attending meetings or discussions or receiving documents and information as referred to in paragraph (F), in circumstances where such attendance or receiving such documents and information would otherwise be required under these articles.
Declaration of interests in proposed or existing transactions or arrangements with the Company
(H) A director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company shall declare the nature and extent of his or her interest to the other directors before the Company enters into the transaction or arrangement
(I) A director who is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the Company shall declare the nature and extent of his or her interest to the other directors as soon as is reasonably practicable, unless the interest has already been declared under paragraph (H) above
(J) Any declaration required by paragraph (H) may (but need not) be made at a meeting of the directors or by notice in writing in accordance with section 184 of the Act or by general notice in accordance with section 185 of the Act. Any declaration required by paragraph (I) must be made at a meeting of the directors or by notice in writing in accordance with section 184 of the Act or by general notice in accordance with section 185 of the Act
(K) If a declaration made under paragraph (H) or (I) above proves to be, or becomes, inaccurate or incomplete, a further declaration must be made under paragraph (H) or (I), as appropriate.
(L) A director need not declare an interest under this article 100.
(i) if it cannot reasonably be regarded as likely to give rise to a conflict of interest,
(ii) 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),
(iii) if, or to the extent that, it concerns terms of his or her 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 these articles; or
(iv) if the director is not aware of his or her interest or is not aware of the transaction or arrangement in question (and for this purpose a director is
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(1)基因通过控制 通过控制_,___的合成来控制代谢过程,进而控制生物体的性状。
treated as being aware of matters of which he or she ought reasonably to be aware)
Ability to enter into transactions and arrangements with the Company notwithstanding interest
(M) Subject to the provisions of the Act and provided that he or she has declared to the board the nature and extent of any direct or indirect interest of his or her in accordance with this article 100 or where paragraph (L) applies and no declaration of interest is required, a director notwithstanding his or her office.
(i) may be a party to, or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is otherwise directly or indirectly interested,
(ii) may act by himself or herself or through his or her firm in a professional capacity for the Company (otherwise than as auditor), and in any such case on such terms as to remuneration and otherwise as the board may decide, and
(iii) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise be interested in, any body corporate in which the Company is otherwise directly or indirectly interested.
Remuneration and benefits
(N) A director shall not, by reason of his or her office, be accountable to the Company for any remuneration or other benefit which he or she derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate.
(i) the acceptance, entry into or existence of which has been authorised by the board pursuant to paragraph (A) (subject, in any such case, to any terms upon which such authorisation was given); or
(ii) which he or she is permitted to hold or enter into by virtue of paragraph (M) or otherwise pursuant to these articles,
nor shall the receipt of any such remuneration or other benefit constitute a breach of his or her duty under section 176 of the Act No transaction or arrangement authorised or permitted pursuant to paragraphs (A) or (M) or otherwise pursuant to these articles shall be liable to be avoided on the ground of any such interest or benefit
General voting and quorum requirements
(O) Save as otherwise provided by 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 or she has a direct or indirect interest which is, to his or her knowledge, a
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material interest (otherwise than by virtue of his or her interest in shares or debentures or other securities of or otherwise in or through the Company), but this prohibition does not apply to a resolution concerning any of the following matters
(i) the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or her or any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings,
(ii) the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security,
(iii) a transaction or arrangement concerning an offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings for subscription or purchase, in which offer he or she is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he or she is to participate;
(iv) a transaction or arrangement to which the Company is or is to be a party concerning another company (including a subsidiary undertaking of the Company) in which he or she or any person connected with him or her is interested (directly or indirectly) whether as an officer, shareholder, creditor or otherwise (a "relevant company"), if he or she and any persons connected with him or her do not to his or her knowledge hold an interest in shares (as that term is used in sections 820 to 825 of the Act) representing one per cent or more of either any class of the equity share capital (excluding any shares of that class held as treasury shares) in the relevant company or of the voting rights available to members of the relevant company;
(v) a transaction or arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings (including any pension fund or retirement, death or disability scheme and any employees' share scheme, being a scheme for encouraging or facilitating employees (including directors) of the Company or any of its subsidiary undertakings to acquire shares, debentures or other securities of the Company or any of its subsidiary undertakings) which does not award him or her a privilege or benefit not generally awarded to the employees to whom it relates, and
(vi) a transaction or arrangement concerning the purchase or maintenance of any insurance policy for the benefit of directors or for the benefit of persons including directors
(P) A director shall not vote on or be counted in the quorum in relation to a resolution of the board or committee of the board concerning his or her own appointment (including, without limitation, fixing or varying the terms of his or her appointment or its termination) as the holder of an office or place of profit with the Company or any company in which the Company is interested. Where proposals are under
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consideration concerning the appointment (including, without limitation, fixing or varying the terms of appointment or its termination) of two or more directors to offices or places of profit with the Company or a company in which the Company is interested, such proposals may be divided and a separate resolution considered in relation to each director. In that case, each of the directors concerned (if not otherwise debarred from voting under this article) is entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his or her own appointment.
(Q) If a question arises at a meeting as to the materiality of a director's interest (other than the interest of the chairman of the meeting) or as to the entitlement of a director (other than the chairman) to vote or be counted in a quorum and the question is not resolved by his or her voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be referred to the chairman and his or her ruling in relation to the director concerned is conclusive and binding on all concerned.
(R) If a question arises at a meeting as to the materiality of the interest of the chairman of the meeting or as to the entitlement of the chairman to vote or be counted in a quorum and the question is not resolved by his or her voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be decided by resolution of the directors or committee members present at the meeting (excluding the chairman) whose majority vote is conclusive and binding on all concerned.
(S) For the purposes of this article 100, in relation to an alternate director, the interest of his or her appointor is treated as the interest of the alternate director in addition to any interest which the alternate director otherwise has. This article 100 applies to an alternate director as if he or she were a director otherwise appointed.
Miscellaneous
(T) Subject to the Act, the Company may by ordinary resolution suspend or relax the provisions of this article 100 to any extent or ratify any transaction or arrangement not properly authorised by reason of a contravention of this article 100.
PROCEEDINGS OF DIRECTORS AND COMMITTEES
101 Board meetings
Subject to the articles, the board may meet for the despatch of business, adjourn and otherwise regulate its proceedings as it thinks fit.
102 Notice of board meetings
A director may, and the secretary at the request of a director shall, summon a board meeting at any time. Notice of a board meeting is deemed to be duly given to a director if it is given to him personally or by word of mouth or by electronic means to an address given by him to the Company for that purpose or sent in writing to him at his last-known address or another address given by him to the Company for that
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purpose A director may waive the requirement that notice be given to him of a board meeting, either prospectively or retrospectively. A director absent or intending to be absent from the United Kingdom may request that notices of board meetings during his absence be sent in writing to him or by electronic means to an address given by him to the Company for that purpose. If no request is made (and/or if no such non-United Kingdom address is given) it is not necessary to give notice of a board meeting to a director who is absent from the United Kingdom
103 Quorum
The quorum necessary for the transaction of business may be decided by the board and until otherwise decided is two directors present in person or by alternate director. A duly convened meeting of the board at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the board
104 Chairman of board
The board may appoint one of its body as chairman to preside at every board meeting at which he is present and one or more deputy chairmen and decide the period for which he is or they are to hold office (and may at any time remove him or them from office). If no chairman or deputy chairman is elected, or if at a meeting neither the chairman nor a deputy chairman is present within five minutes of the time fixed for the start of the meeting, the directors and alternate directors (in the absence of their appointors) present shall choose one of their number to be chairman. If two or more deputy chairmen are present, the senior of them shall act as chairman, seniority being determined by length of office since their last appointment or reappointment. As between two or more who have held office for an equal length of time, the deputy chairman to act as chairman shall be decided by those directors and alternate directors (in the absence of their appointors) present. A chairman or deputy chairman may hold executive office or employment with the Company
105 Voting
Questions arising at a meeting of the board are determined by a majority of votes. In case of an equality of votes the chairman has a second or casting vote
106. Participation by telephone
A director or his alternate director may participate in a meeting of the board or a committee of the board through the medium of conference telephone, video teleconference or similar form of communication equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting and is counted in a quorum and entitled to vote. Subject to the Act, all business transacted in this way by the board or a committee of the board is for the purposes of the articles deemed to be validly and effectively transacted at a meeting of the board or a committee of the board although fewer than two directors or
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alternate directors are physically present at the same place. The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is
107. Resolution in writing
A resolution in writing executed by all directors for the time being entitled to receive notice of a board meeting, who would have been entitled to vote on the resolution at the meeting and not being less than a quorum or by all members of a committee of the board for the time being entitled to receive notice of a committee meeting, who would have been entitled to vote on the resolution at the meeting and not being less than a quorum, is as valid and effective for all purposes as a resolution passed at a meeting of the board (or committee, as the case may be). The resolution in writing may consist of several documents in the same form each executed by one or more of the directors or members of the relevant committee. The resolution in writing need not be signed by an alternate director if it is signed by his appointor and a resolution signed by an alternate director need not be signed by his appointor.
108. Proceedings of committees
(A) Proceedings of committees of the board shall be conducted in accordance with regulations prescribed by the board (if any). Subject to those regulations and article 108(B) below, proceedings shall be conducted in accordance with applicable provisions of the articles regulating the proceedings of the board.
(B) Where the board resolves to delegate any of its powers, authorities and discretions to a committee and that resolution states that the committee shall consist of any one or more unnamed directors, it is not necessary to give notice of a meeting of that committee to directors other than the director or directors who form the committee.
109. Minutes of proceedings
(A) The board shall cause minutes to be made in books kept for the purpose of
(i) all appointments of officers and committees made by the board and of any remuneration fixed by the board, and
(ii) all proceedings of general 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.
(B) If purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting, minutes are receivable as prima facie evidence of the matters stated in them.
(C) The board shall cause records to be made in books kept for the purpose of all directors' written resolutions.
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(D) All such minutes and written resolutions must be kept for at least 10 years from the date of the meeting or written resolution, as the case may be.
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110 Validity of proceedings of board or committee
All 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 are valid, notwithstanding that it is afterwards discovered that there was a defect in the appointment of a person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his office, as valid as if every such person had been duly appointed, and was duly qualified and had continued to be a director, alternate director or member of a committee and entitled to vote
SECRETARY AND AUTHENTICATION OF DOCUMENTS
111 Secretary
(A) Subject to the Act, the board shall appoint a secretary or joint secretaries and may appoint one or more persons to be an assistant or deputy secretary on such terms and conditions (including remuneration) as it thinks fit. The board may remove a person appointed pursuant to this article from office and appoint another or others in his place
(B) Any provision of the Act or of the articles requiring or authorising a thing to be done by or to a director and the secretary is not satisfied by its being done by or to the same person acting both as director and as, or in the place of, the secretary
112 Authentication of documents
A director or the secretary or another person appointed by the board for the purpose may authenticate documents affecting the constitution of the Company (including the articles) and resolutions passed by the Company or holders of a class of shares or the board or a committee of the board and books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts
SEALS
113 Safe custody
The board shall provide for the safe custody of every seal.
114 Application of seals
A seal may be used only by the authority of a resolution of the board or of a committee of the board. The board may decide who will sign an instrument to which a seal is affixed (or, in the case of a share certificate, on which the seal is printed) either generally or in relation to a particular instrument or type of instrument. The board may also decide, either generally or in a particular case, that
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(1) $\frac{1}{2}x - 1 > 3 - \frac{3}{2}x$
(2) $d = \frac{1}{2}x - 1 - \frac{3}{2}x $
(3) $\frac{1}{2}x - 1 > 2 - \frac{3}{2}x $
a signature may be dispensed with or affixed by mechanical means. Unless otherwise decided by the board.
(a) share certificates and certificates issued in respect of debentures or other securities (subject to the provisions of the relevant instrument) need not be signed or, if signed, a signature may be applied by mechanical or other means or may be printed, and
(i) every other instrument to which a seal is affixed shall be signed by one director and by the secretary or a second director, or by one director in the presence of a witness who attests his signature.
DIVIDENDS AND OTHER PAYMENTS
115 Declaration of dividends
Subject to the Act and the articles, the Company may by ordinary resolution declare a dividend to be paid to the members according to their respective rights and interests, but no dividend may exceed the amount recommended by the board.
116 Interim dividends
Subject to the Act, the board may declare and pay such interim dividends (including a dividend payable at a fixed rate) as appear to it to be justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the board may pay interim dividends on shares which rank after shares conferring preferred rights with regard to dividend as well as on shares with preferred rights, unless at the time of payment a preferential dividend is in arrear. If the board acts in good faith, it does not incur any liability to the holders of shares conferring preferred rights for a loss they may suffer by the lawful payment of an interim dividend on shares ranking after those with preferred rights.
117 Entitlement to dividends
(A) Except as otherwise provided by the rights attached to shares, a dividend shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is declared and paid, but no amount paid up on a share in advance of a call may be treated for the purpose of this article as paid up on the share. Dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.
(B) Except as otherwise provided by the rights attached to shares, dividends may be declared or paid in any currency. The board may agree with any member that dividends which may at any time or from time to time be declared or become due on his shares in one currency shall be paid or satisfied in another, and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for the Company or any other persons bear any costs involved.
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118 Method of payment
(A) The Company may pay a dividend, interest or another amount payable in respect of a share.
(i) in cash or,
(ii) by cheque, dividend warrant or money order; or
(iii) by a bank or other funds transfer system; or
(iv) if the board so decides, by means of a relevant system in respect of an uncertificated share, subject to any procedures established by the board to enable a holder of uncertificated shares to elect not to receive dividends by means of a relevant system and to vary or revoke any such election; or
(v) by such other method as the holder or joint holders of the share in respect of which the payment is made (or the person or persons entitled by transmission to the share) may in writing direct. Any joint holder or other person jointly entitled to a share may give an effective receipt for a dividend, interest or other amount paid in respect of the share
(B) The Company may send a cheque, warrant or order by post (i) in the case of a sole holder, to his registered address, or (ii) in the case of joint holders, to the registered address of the person whose name stands first in the register, or (iii) in the case of a person or persons entitled by transmission to a share, as if it were a notice given in accordance with article 132, or (iv) in any case, to a person and address that the person or persons entitled to the payment may in writing direct.
(C) Every cheque, warrant or order is sent at the risk of the person entitled to the payment and shall be made payable to the order of the person or persons entitled. The payment of the cheque, warrant or order is a good discharge to the Company. If payment is made by a bank or other funds transfer, by means of a relevant system or by another method at the direction of the holder or holders or other person or persons entitled, the Company is not responsible for amounts lost or delayed in the course of the transfer or in carrying out such directions.
(D) Without prejudice to article 65, the board may withhold payment of a dividend (or part of a dividend) payable to a person entitled by transmission to a share until he has provided any evidence of his right that the board may reasonably require.
119. Dividends not to bear interest
No dividend or other amount payable by the Company in respect of a share bears interest as against the Company unless otherwise provided by the rights attached to the share.
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1
120 Calls or debts may be deducted from dividends etc
121
Unclaimed dividends
122 Unca
The board may deduct from a dividend or other amounts payable to a person in respect of a share amounts due from him to the Company on account of a call or otherwise in relation to a share
Unclaimed dividends etc
All unclaimed dividends, interest or other amounts payable by the Company in respect of a share may be invested or otherwise made use of by the board for the benefit of the Company until claimed. Dividends unclaimed for a period of 12 years from the date they were declared or became due for payment are forfeited and cease to remain owing by the Company. The payment of an unclaimed dividend, interest or other amount payable by the Company in respect of a share into a separate account does not constitute the Company a trustee in respect of it
Uncashed dividends
If, in respect of a dividend or other amount payable in respect of a share, on any one occasion
(1) a cheque, warrant or order is returned undelivered or left uncashed, or
(2) a transfer made by a bank or other funds transfer system is not accepted,
and reasonable enquiries have failed to establish another address or account of the person entitled to the payment the Company is not obliged to send or transfer a dividend or other amount payable in respect of that share to the person entitled to it until he notifies the Company of an address or account to be used for that purpose. If the cheque, warrant or order is returned undelivered or left uncashed or transfer not accepted on two consecutive occasions, the Company may exercise this power without making any such enquiries.
Payment of dividends in specie
Without prejudice to article 65, the board may, with the prior authority of an ordinary resolution of the Company, direct that payment of a dividend may be satisfied wholly or in part by the distribution of specific assets and in particular of paid-up shares or debentures of another company. Where a difficulty arises in connection with the distribution, the board may settle it as it thinks fit and in particular may issue fractional certificates (or ignore fractions), may fix the value for distribution of the specific assets (or any part of them), may decide that a cash payment be made to a member on the basis of the value so fixed, in order to secure equality of distribution, and may vest assets in trustees on trust for the persons entitled to the dividend as may seem expedient to the board
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124 Payment of scrip dividends
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(A) Subject to the Act, but without prejudice to article 65, the board may, with the prior authority of an ordinary resolution of the Company, allot to those holders of a particular class of shares who have elected to receive them further shares of that class or ordinary shares, in either case credited as fully paid, ("new shares") instead of cash in respect of all or part of a dividend or dividends specified by the resolution, subject to any exclusions, restrictions or other arrangements the board may in its absolute discretion deem necessary or expedient to deal with legal or practical problems under the laws of, or the requirements of a recognised regulatory body or a stock exchange in, any territory
(B) Where a resolution under article 124(A) is to be proposed at a general meeting and the resolution relates in whole or in part to a dividend to be declared at that meeting, then the resolution declaring the dividend is deemed to take effect at the end of that meeting
(C) A resolution under article 124(A) may relate to a particular dividend or to all or any dividends declared or paid within a specified period, but that period may not end later than the beginning of the fifth annual general meeting following the date of the meeting at which the resolution is passed
(D) The board shall determine the basis of allotment of new shares so that, as nearly as may be considered convenient without involving rounding up of fractions, the value of the new shares (including a fractional entitlement) to be allotted (calculated by reference to the average quotation, or the nominal value of the new shares, if greater) equals (disregarding an associated tax credit) the amount of the dividend which would otherwise have been received by the holder (the "relevant dividend"). For this purpose the "average quotation" of each of the new shares is the average of the middle-market quotations for a fully-paid share of the Company of that class derived from the Daily Official List of the London Stock Exchange (or such other average value derived from such other source as the board may deem appropriate) for the business day on which the relevant class of shares is first quoted "ex" the relevant dividend (or such other date as the board may deem appropriate to take account of any subsequent issue of shares by the Company) and the four subsequent business days or shall be as determined by or in accordance with the ordinary resolution. A certificate or report by the auditors as to the value of the new shares to be allotted in respect of any dividend shall be conclusive evidence of that amount.
(E) The board may make any provision it considers appropriate in relation to an allotment made pursuant to this article, including but not limited to
(i) the giving of notice to holders of the right of election offered to them,
(ii) the provision of forms of election (whether in respect of a particular dividend or dividends generally);
(iii) determination of the procedure for making and revoking elections,
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(iv) the place at which, and the latest time by which, forms of election and other relevant documents must be lodged in order to be effective, and
(v) the disregarding or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the accrual of the benefit of fractional entitlements to the Company (rather than to the holders concerned)
(F) The dividend (or that part of the dividend in respect of which a right of election has been offered) is not declared or payable on shares in respect of which an election has been duly made (the "elected shares"); instead new shares are allotted to the holders of the elected shares on the basis of allotment calculated as in paragraph (D). For that purpose, the board may resolve to capitalise out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to the holders of the elected shares. A resolution of the board capitalising part of the reserves has the same effect as if the capitalisation had been declared by ordinary resolution of the Company pursuant to this article 124. In relation to the capitalisation the board may exercise all the powers conferred on it by this article 124 without an ordinary resolution of the Company.
(G) The new shares rank pari passu in all respects with each other and with the fully-paid shares of the same class in issue on the record date for the dividend in respect of which the right of election has been offered, but they will not rank for a dividend or other distribution or entitlement which has been declared or paid by reference to that record date.
(H) In relation to any particular proposed dividend, the board may in its absolute discretion decide:
(i) that shareholders shall not be entitled to make any election in respect thereof and that any election previously made shall not extend to such dividend; or
(ii) at any time prior to the allotment of the new shares which would otherwise be allotted in lieu thereof, that all elections to take ordinary shares in lieu of such dividend shall be treated as not applying to that dividend, and if so the dividend shall be paid in cash as if no elections had been made in respect of it.
CAPITALISATION OF PROFITS
- Subject to the Act, the board may, with the authority of an ordinary resolution of the Company:
(i) resolve to capitalise an amount standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution,
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(11) appropriate the sum resolved to be capitalised to the members in proportion to the nominal amount of ordinary shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:
(a) paying up the amounts (if any) for the time being unpaid on shares held by them respectively, or
(b) paying up in full unissued shares or debentures of a nominal amount equal to that sum,
and allot the shares or debentures, credited as fully paid, to the members (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this article, only be applied in paying up unissued shares to be allotted to members credited as fully paid,
(III) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, where shares or debentures become distributable in fractions, the board may deal with the fractions as it thinks fit, including issuing fractional certificates, disregarding fractions or selling shares or debentures representing the fractions to a person for the best price reasonably obtainable and distributing the net proceeds of the sale in due proportion amongst the members (except that if the amount due to a member is less than £3, or such other sum as the board may decide, the sum may be retained for the benefit of the Company),
(IV) authorise a person to enter (on behalf of all the members concerned) an agreement with the Company providing for either.
(a) the allotment to the members respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalisation, or
(b) the payment by the Company on behalf of the members (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing shares,
an agreement made under the authority being effective and binding on all those members; and
(v) generally do all Act and things required to give effect to the resolution
RECORD DATES
126 Notwithstanding any other provision of the articles, but subject to the Act and rights attached to shares, the Company or the board may fix any date as the record date
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for a dividend, distribution, allotment or issue The record date may be on or at any time before or after a date on which the dividend, distribution, allotment or issue is declared, made or paid
ACCOUNTS
127 Keeping and inspection of accounts
(A) The board shall cause accounting records to be kept in accordance with the Act
(B) The accounting records shall be kept at the office or, subject to the Act, at another place decided by the board and shall be available during business hours for the inspection of the directors and other officers. No member (other than a director or other officer) has the right to inspect an accounting record or other document except if a right is conferred by the Act or he is authorised by the board
128 Accounts to be sent to members etc.
(A) In respect of each financial year, a copy of the Company's annual accounts, the directors' report, the directors' remuneration report, the auditors' report on those accounts and on the auditable part of the directors' remuneration report shall be sent by post or delivered to
(i) every member (whether or not entitled to receive notices of general meetings),
(ii) every holder of debentures (whether or not entitled to receive notices of general meetings), and
(iii) every other person who is entitled to receive notices of general meetings,
not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. This article does not require copies of the documents to which it applies to be sent or delivered to
(i) a member or holder of debentures of whose address the Company is unaware, or
(ii) more than one of the joint holders of shares or debentures.
(B) The board may determine that persons entitled to receive a copy the Company's annual accounts, the directors' report, the directors' remuneration report, the auditors' report on those accounts and on the auditable part of the directors' remuneration report are those persons entered on the register at the close of business on a day determined by the board, provided that, if the Company is a participating issuer, the day determined by the board may not be more than 21 days before the day that the relevant copies are being sent
(C) Where permitted by the Act, a summary financial statement derived from the Company's annual accounts, the directors' report and the directors' remuneration
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report in the form and containing the information prescribed by the Act may be sent or delivered to a member in place of the documents required to be sent or delivered by article 128(A)
ARTICLES AND COMMUNICATIONS
129 Form of notices and communications by the Company
Save where these articles expressly require otherwise, any notice, document or information to be sent or supplied by the Company may be sent or supplied in accordance with the Act (whether authorised or required to be sent or supplied by the Act or otherwise) in hard copy form, in electronic form, by means of a website or by any other means authorised in writing by the member
130 Notice by advertisement
If by reason of the suspension or curtailment of postal services in the United Kingdom the Company is unable effectively to convene a general meeting by notices sent by post, subject to the Act, the board may, in its absolute discretion and as an alternative to any other method of service permitted by the articles, resolve to convene a general meeting by a notice advertised in at least one United Kingdom national newspaper. In this case the Company shall send confirmatory copies of the notice to those members by post if at least seven clear days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable
131 Deemed delivery of notices, documents and information
(A) A notice, document or information sent by post and addressed to a member at his registered address or address for service in the United Kingdom is deemed to be given to or received by the intended recipient 24 hours after it was put in the post if pre paid as first class post and 48 hours after it was put in the post if pre paid as second class post, and in proving service it is sufficient to prove that the envelope containing the notice, document or information was properly addressed, pre paid and posted
(B) A notice, document or information sent or supplied by electronic means to an address specified for the purpose by the member is deemed to have been given to or received by the intended recipient 24 hours after it was sent, and in proving service it is sufficient to prove that the communication was properly addressed and sent
(C) A notice, document or information sent or supplied by means of a website is deemed to have been given to or received by the intended recipient when (i) the material was first made available on the website or (ii) if later, when the recipient received (or, in accordance with this article 131, is deemed to have received) notification of the fact that the material was available on the website.
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(D) A notice, document or information not sent by post but delivered by hand (which includes, delivery by courier) to a registered address or address for service in the United Kingdom is deemed to be given on the day it is left
(E) Where notice is given by newspaper advertisement, the notice is deemed to be given to all members and other persons entitled to receive it at noon on the day when the advertisement appears or, where notice is given by more than one advertisement and the advertisements appear on different days, at noon on the last of the days when the advertisements appear
(F) A notice, document or information served or delivered by the Company by any other means authorised in writing by the member concerned is deemed to be served when the Company has taken the action it has been authorised to take for that purpose.
(G) A member present at a meeting of the holders of a class of shares is deemed to have received due notice of the meeting and, where required, of the purposes for which it was called
- Notice binding on transferees etc.
A person who becomes entitled to a share by transmission, transfer or otherwise is bound by a notice in respect of that share (other than a notice served by the Company under section 793 of the Act) which, before his name is entered in the register, has been properly served on a person from whom he derives his title
133 Notice in case of joint holders and entitlement by transmission
(A) In the case of joint holders of a share, a notice, document or information shall be validly sent or supplied to all joint holders if sent or supplied to whichever of them is named first in the register in respect of the joint holding. Anything to be agreed or specified in relation to a notice, document or information to be sent or supplied to joint holders, may be agreed or specified by the joint holder who is named first in the register in respect of the joint holding
(B) Where a person is entitled by transmission to a share, the Company may give a notice or other document to that person as if he were the holder of a share by addressing it to him by name or by the title of representative of the deceased or trustee of the bankrupt member (or by similar designation) at an address in the United Kingdom supplied for that purpose by the person claiming to be entitled by transmission. Until an address has been supplied, a notice or other document may be given in any manner in which it might have been given if the death or bankruptcy or other event had not occurred. The giving of notice in accordance with this article is sufficient notice to all other persons interested in the share
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DESTRUCTION OF DOCUMENTS
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134
(A) The Company may destroy:
(i) a share certificate which has been cancelled at any time after one year from the date of cancellation,
(ii) a mandate for the payment of dividends or other amounts or a variation or cancellation of a mandate or a notification of change of name or address at any time after two years from the date the mandate, variation, cancellation or notification was recorded by the Company,
(iii) any instrument of proxy which has been used for the purposes of a poll at any time after a period of one year has elapsed from the date of use,
(iv) any instrument of a proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates;
(v) an instrument of transfer of shares (including a document constituting the renunciation of an allotment of shares) which has been registered at any time after six years from the date of registration, and
(vi) any other document on the basis of which any entry in the register is made at any time after ten years from the date an entry in the register was first made in respect of it
(B) It is presumed conclusively in favour of the Company that every share certificate destroyed was a valid certificate validly cancelled, that every instrument of transfer destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed was a valid and effective document in accordance with the recorded particulars in the books or records of the Company, but:
(i) the provisions of this article apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of the document is relevant to a claim;
(ii) nothing contained in this article imposes on the Company liability in respect of the destruction of a document earlier than provided for in this article or in any case where the conditions of this article are not fulfilled; and
(iii) references in this article to the destruction of a document include reference to its disposal in any manner.
WINDING UP
135 On a voluntary winding up of the Company the liquidator may, on obtaining any sanction required by law, divide among the members in kind the whole or any part
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of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds, and 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, shall determine. For this purpose the liquidator may set the value he deems fair on a class or classes of property, and may determine on the basis of that valuation and in accordance with the then existing rights of members how the division is to be carried out between members or classes of members. The liquidator may not, however, distribute to a member without his consent an asset to which there is attached a liability or potential liability for the owner
INDEMNITY OF OFFICERS FUNDING DIRECTORS DEFENCE COSTS AND POWER TO PURCHASE INSURANCE
136.
(A) To the extent permitted by the Act and without prejudice to any indemnity to which he may otherwise be entitled, every person who is or was a director of the Company shall be and shall be kept indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him (whether in connection with any negligence, default, breach of duty or breach of trust by him or otherwise as a director or such other officer of the Company or an associated company) in relation to the Company, an associated company or their affairs provided that such indemnity shall not apply in respect of any liability incurred by him.
(i) to the Company or to any associated company,
(ii) to pay a fine imposed in criminal proceedings;
(iii) to pay a sum payable to a regulatory authority by way of a penalty in respect of non compliance with any requirement of a regulatory nature (howsoever arising),
(iv) in defending criminal proceedings in which he is convicted,
(v) in defending any civil proceedings brought by the Company, or an associated company, in which judgment is given against him; or
(vi) in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely:
(a) section 661(3) or (4) of the Act (acquisition of shares by innocent nominee), or
(b) section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct)
(B) In article 136(A)(iv), 136(A)(v) or 136(A)(vi) the reference to a conviction, judgment or refusal of relief is a reference to one that has become final. A conviction, judgment or refusal of relief becomes final.
(i) if not appealed against, at the end of the period for bringing an appeal; or
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(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of.
An appeal is disposed of:
(iii) if it is determined and the period for bringing any further appeal has ended; or
(iv) if it is abandoned or otherwise ceases to have effect.
(C) To the extent permitted by the Act and without prejudice to any indemnity to which he may otherwise be entitled, every person who is or was a director of the Company acting in its capacity as a trustee of an occupational pension scheme shall be and shall be kept indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him in connection with the Company's activities as trustee of the scheme provided that such indemnity shall not apply in respect of any liability incurred by him
(i) to pay a fine imposed in criminal proceedings;
(ii) to pay a sum payable to a regulatory authority by way of a penalty in respect of non compliance with any requirement of a regulatory nature (howsoever arising), or
(iii) in defending criminal proceedings in which he is convicted.
For the purposes of this article, a reference to a conviction is to the final decision in the proceedings. The provisions of article 136(B) shall apply in determining when a conviction becomes final.
(D) Without prejudice to article 136(A) to any indemnity to which a director may otherwise be entitled, and to the extent permitted by the Act and otherwise upon such terms and subject to such conditions as the board may in its absolute discretion think fit, the board shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with an application under section 661 (3) or (4) or section 727 of the Act (acquisition of shares by innocent nominee) or section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct) or in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority or to enable a director to avoid incurring any such expenditure
(E) Where at any meeting of the board or a committee of the board any arrangement falling within article 136(D) above is to be considered, a director shall be entitled to vote and be counted in the quorum at such meeting unless the terms of such arrangement confers upon such director a benefit not generally available to any other director; in that event, the interest of such director in such arrangement shall be deemed to be a material interest for the purposes of article 100 and he shall not be so entitled to vote or be counted in the quorum.
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(F) To the extent permitted by the Act, the board may exercise all the powers of the Company to purchase and maintain insurance for the benefit of a person who is or was.
(i) a director, alternate director or secretary of the Company or of a company which is or was a subsidiary undertaking of the Company or in which the Company has or had an interest (whether direct or indirect), or
(ii) trustee of a retirement benefits scheme or other trust in which a person referred to in article 136(F)(i) above is or has been interested,
indemnifying him and keeping him indemnified against liability for negligence, default, breach of duty or breach of trust or other liability which may lawfully be insured against by the Company
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