Registration Form • Mar 21, 2025
Registration Form
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OF
As amended by resolutions dated:
OF
2a Lord Street Douglas Isle of Man IM1 2BD
Baker Tilly Isle of Man Fiduciaries Limited PO Box 95 2a Lord Street Douglas Isle of Man IM99 1HP
| Full name of subscriber |
Residential or business address of subscriber |
Number of shares subscriber agrees to take |
Amount subscriber agrees to pay for each share |
|---|---|---|---|
| Equity Trustees One Limited |
15-19 Athol Street, Douglas, Isle of Man IM1 1LB |
One | €1.00 |
Dated this 5 day of January 2010
THE COMPANIES ACT 2006
ISLE OF MAN
A COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
ENTAIN PLC
| CONTENTS | ||
|---|---|---|
| Clause | Page | |
|---|---|---|
| A. | PRELIMINARY 1 | |
| 1. | MODEL ARTICLES NOT TO APPLY 1 | |
| 2. | INTERPRETATION1 | |
| 3. | REGISTERED OFFICE 6 | |
| B. | SHARE CAPITAL 6 | |
| 4. | ALLOTMENT AND PRE-EMPTION RIGHTS 6 | |
| 5. | POWER TO ATTACH RIGHTS AND ISSUE REDEEMABLE SHARES 7 | |
| 6. | SHARE WARRANTS 8 | |
| 7. | COMMISSION AND BROKERAGE 8 | |
| 8. | TRUSTS NOT TO BE RECOGNISED 8 | |
| 9. | RENUNCIATION OF SHARES 8 | |
| 10. | INCREASE, CONSOLIDATION AND SUB-DIVISION 8 | |
| 11. | FRACTIONS 9 | |
| 12. | REDUCTION OF CAPITAL9 | |
| 13. | PURCHASE OF OWN SHARES 10 | |
| C. | VARIATION OF CLASS RIGHTS 10 | |
| 14. | SANCTION TO VARIATION 10 | |
| 15. | CLASS MEETINGS10 | |
| 16. | DEEMED VARIATION10 | |
| D. | SHARE CERTIFICATES 11 | |
| 17. | RIGHT TO CERTIFICATES 11 | |
| 18. | REPLACEMENT CERTIFICATES 11 | |
| 19. | UNCERTIFICATED SHARES12 | |
| E. | LIEN ON SHARES13 | |
| 20. | LIEN ON SHARES NOT FULLY PAID13 | |
| 21. | ENFORCEMENT OF LIEN BY SALE14 | |
| 22. | APPLICATION OF PROCEEDS OF SALE 14 | |
| F. | CALLS ON SHARES14 | |
| 23. | CALLS 14 | |
| 24. | INTEREST ON CALLS 15 | |
| 25. | RIGHTS OF MEMBER WHEN CALL UNPAID 15 | |
| 26. | SUMS DUE ON ALLOTMENT TREATED AS CALLS 15 | |
| 27. | POWER TO DIFFERENTIATE15 | |
| 28. | PAYMENT IN ADVANCE OF CALLS15 | |
| G. | FORFEITURE OF SHARES16 | |
| 29. | NOTICE IF CALL NOT PAID16 | |
| 30. | FORFEITURE FOR NON-COMPLIANCE 16 |
| 31. | NOTICE AFTER FORFEITURE 16 | |
|---|---|---|
| 32. | FORFEITURE MAY BE ANNULLED16 | |
| 33. | SURRENDER 16 | |
| 34. | DISPOSAL OF FORFEITED SHARES17 | |
| 35. | EFFECT OF FORFEITURE17 | |
| 36. | EXTINCTION OF CLAIMS 17 | |
| 37. | EVIDENCE OF FORFEITURE 17 | |
| H. | TRANSFER OF SHARES18 | |
| 38. | FORM OF TRANSFER 18 | |
| 39. | RIGHT TO REFUSE REGISTRATION 18 | |
| 40. | NOTICE OF REFUSAL 19 | |
| 41. | CLOSING OF REGISTER 19 | |
| 42. | NO FEES ON REGISTRATION19 | |
| 43. | RECOGNITION OF RENUNCIATION OF ALLOTMENT OF SHARES 19 | |
| I. | TRANSMISSION OF SHARES 19 | |
| 44. | ON DEATH 19 | |
| 45. | ELECTION OF PERSON ENTITLED BY TRANSMISSION20 | |
| 46. | RIGHTS ON TRANSMISSION 20 | |
| J. | GENERAL MEETINGS 20 | |
| 47. | ANNUAL GENERAL MEETINGS 20 | |
| 48. | GENERAL MEETINGS 20 | |
| 49. | CONVENING OF GENERAL MEETING21 | |
| 50. | NOTICE OF GENERAL MEETINGS 21 | |
| 51. | OMISSION TO SEND NOTICE 22 | |
| 52. | ELECTRONIC GENERAL MEETING22 | |
| 53. | GENERAL MEETING AT MORE THAN ONE PLACE 22 | |
| K. | PROCEEDINGS AT GENERAL MEETINGS 23 | |
| 54. | QUORUM23 | |
| 55. | IF QUORUM NOT PRESENT 23 | |
| 56. | SECURITY AND MEETING PLACE ARRANGEMENTS23 | |
| 57. | CHAIR 24 | |
| 58. | DIRECTOR MAY ATTEND AND SPEAK 24 | |
| 59. | POWER TO ADJOURN24 | |
| 60. | NOTICE OF ADJOURNED MEETING 25 | |
| 61. | BUSINESS OF ADJOURNED MEETING25 | |
| L. | VOTING 25 | |
| 62. | METHOD OF VOTING 25 | |
| 63. | CHAIR'S DECLARATION CONCLUSIVE ON SHOW OF HANDS26 | |
| 64. | OBJECTION TO ERROR IN VOTING26 | |
| 65. | AMENDMENT TO RESOLUTIONS 26 |
| 66. | PROCEDURE ON A POLL 26 | |
|---|---|---|
| 67. | VOTES OF MEMBERS 27 | |
| 68. | VOTING BY PROXY 28 | |
| 69. | MEMBER UNDER INCAPACITY28 | |
| 70. | CALLS IN ARREARS 28 | |
| 71. | FORM OF PROXY 28 | |
| 72. | DEPOSIT OF PROXY 29 | |
| 73. | MORE THAN ONE PROXY MAY BE APPOINTED 30 | |
| 74. | BOARD MAY SUPPLY PROXY CARDS 30 | |
| 75. | REVOCATION OF PROXY 30 | |
| 76. | DISCLOSURE OF INTERESTS IN SHARES AND SUSPENSION OF INTERESTS31 | |
| M. | UNTRACED MEMBERS32 | |
| 77. | POWER OF SALE 32 | |
| 78. | APPLICATION OF PROCEEDS OF SALE 33 | |
| N. | APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS 33 | |
| 79. | NUMBER OF DIRECTORS 33 | |
| 80. | POWER OF COMPANY TO APPOINT DIRECTORS 33 | |
| 81. | POWER OF BOARD TO APPOINT DIRECTORS 34 | |
| 82. | ELIGIBILITY OF NEW DIRECTORS 34 | |
| 83. | SHARE QUALIFICATION 34 | |
| 84. | RESOLUTION FOR APPOINTMENT 34 | |
| 85. | NO RETIREMENT ON ACCOUNT OF AGE 34 | |
| 86. | RETIREMENT OF DIRECTORS35 | |
| 87. | REMOVAL BY RESOLUTION35 | |
| 88. | VACATION OF OFFICE BY DIRECTOR 35 | |
| 89. | RESOLUTION AS TO VACANCY CONCLUSIVE36 | |
| O. | ALTERNATE DIRECTORS36 | |
| 90. | APPOINTMENTS 36 | |
| 91. | PARTICIPATION IN BOARD MEETINGS 37 | |
| 92. | ALTERNATE DIRECTOR RESPONSIBLE FOR OWN ACTS37 | |
| 93. | INTERESTS OF ALTERNATE DIRECTOR 37 | |
| 94. | REVOCATION OF APPOINTMENT38 | |
| P. | DIRECTORS' REMUNERATION, EXPENSES AND PENSIONS 38 | |
| 95. | DIRECTORS' FEES 38 | |
| 96. | EXPENSES 38 | |
| 97. | ADDITIONAL REMUNERATION 38 | |
| 98. | REMUNERATION OF EXECUTIVE DIRECTORS 38 | |
| 99. | PENSIONS AND OTHER BENEFITS 39 | |
| Q. | POWERS AND DUTIES OF THE BOARD 39 | |
| 100. | POWERS OF THE BOARD 39 |
| 101. | POWERS OF DIRECTORS BEING LESS THAN MINIMUM NUMBER 39 | |
|---|---|---|
| 102. | POWERS OF EXECUTIVE DIRECTORS 40 | |
| 103. | DELEGATION TO COMMITTEES 40 | |
| 104. | LOCAL MANAGEMENT 40 | |
| 105. | POWER OF ATTORNEY 41 | |
| 106. | ASSOCIATE DIRECTORS 41 | |
| 107. | EXERCISE OF VOTING POWER 41 | |
| 108. | PROVISION FOR EMPLOYEES 41 | |
| 109. | BORROWING POWERS 41 | |
| R. | PROCEEDINGS OF DIRECTORS AND COMMITTEES 42 | |
| 110. | BOARD MEETINGS 42 | |
| 111. | NOTICE OF BOARD MEETINGS 42 | |
| 112. | QUORUM42 | |
| 113. | CHAIR OF BOARD AND OTHER OFFICES 42 | |
| 114. | VOTING 44 | |
| 115. | PARTICIPATION BY TELEPHONE AND ELECTRONIC MAIL 44 | |
| 116. | RESOLUTION IN WRITING44 | |
| 117. | MINUTES OF PROCEEDINGS 44 | |
| 118. | VALIDITY OF PROCEEDINGS 45 | |
| S. | DIRECTORS' INTERESTS 45 | |
| 119. | DIRECTOR MAY HAVE INTERESTS 45 | |
| 120. | DISCLOSURE OF INTERESTS TO BOARD 46 | |
| 121. | INTERESTED DIRECTOR NOT TO VOTE OR COUNT FOR QUORUM 46 | |
| 122. | DIRECTOR'S INTEREST IN OWN APPOINTMENT 47 | |
| 123. | CHAIR'S RULING CONCLUSIVE ON DIRECTOR'S INTEREST 47 | |
| 124. | DIRECTORS' RESOLUTION CONCLUSIVE ON CHAIR'S INTEREST 47 | |
| 125. | EXERCISE BY COMPANY OF VOTING POWERS 48 | |
| T. | THE SEAL 48 | |
| 126. | APPLICATION OF SEAL48 | |
| 127. | DEED WITHOUT SEALING 48 | |
| 128. | OFFICIAL SEAL FOR SEALING SHARE CERTIFICATES 49 | |
| U. | DIVIDENDS AND OTHER PAYMENTS 49 | |
| 129. | DECLARATION OF DIVIDENDS 49 | |
| 130. | INTERIM DIVIDENDS 49 | |
| 131. | ENTITLEMENT TO DIVIDENDS 49 | |
| 132. | CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS50 | |
| 133. | DISTRIBUTION IN SPECIE 50 | |
| 134. | DIVIDENDS NOT TO BEAR INTEREST 50 | |
| 135. | METHOD OF PAYMENT 50 | |
| 136. | UNCASHED DIVIDENDS 52 |
| 137. | UNCLAIMED DIVIDENDS52 |
|---|---|
| 138. | WAIVER OF DIVIDENDS 53 |
| 139. | PAYMENT OF SCRIP DIVIDENDS 53 |
| 140. | RESERVES55 |
| 141. | CAPITALISATION OF RESERVES55 |
| 142. | RECORD DATES56 |
| V. | ACCOUNTS56 |
| 143. | ACCOUNTING RECORDS 56 |
| 144. | INSPECTION OF RECORDS56 |
| 145. | ACCOUNTS TO BE SENT TO MEMBERS57 |
| W. | DESTRUCTION AND AUTHENTICATION OF DOCUMENTS57 |
| 146. | DESTRUCTION OF DOCUMENTS 57 |
| 147. | AUTHENTICATION OF DOCUMENTS 58 |
| X. | NOTICES 58 |
| 148. | NOTICE TO BE IN WRITING 58 |
| 149. | SERVICE OF NOTICE ON MEMBERS59 |
| 150. | NOTICE IN CASE OF DEATH, BANKRUPTCY OR MENTAL DISORDER60 |
| 151. | EVIDENCE OF SERVICE60 |
| 152. | NOTICE BINDING ON TRANSFEREES 61 |
| 153. | SUSPENSION OF POSTAL SERVICES61 |
| Y. | WINDING UP61 |
| 154. | DIVISION OF ASSETS 61 |
| 155. | TRANSFER OR SALE UNDER SECTION 222 OF THE COMPANIES ACT 1931 62 |
| Z. | INDEMNITY 62 |
| 156. | RIGHT TO INDEMNITY 62 |
| 157. | POWER TO INSURE 62 |
| 158. | REGULATION OF GAMING ACTIVITIES SUSPENSION OF RIGHTS OF MEMBERS AND MANDATORY SALE OF SHARES62 |
No regulations for management of a company set out in any statute concerning companies or contained in any regulations or instrument made pursuant to a statute shall apply to the Company. The following shall be the Articles of Association of the Company.
In these Articles, unless the context otherwise requires, the following expressions shall have the following meanings:
| "Act" | subject to Article 2.3 (Statutory provisions) the Isle of Man Companies Act 2006 and, where the context requires, every other statute from time to time in force concerning companies and affecting the Company; |
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|---|---|---|---|---|
| "Approved Transfer" | in relation to any shares held by a member: | |||
| (a) a transfer pursuant to the exercise of a power contained in the Act to acquire shares of a holder dissenting from a scheme or contract approved by a majority; or |
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| (b) a transfer which is shown to the satisfaction of the Board to be made in consequence of a bona fide sale of the whole of the beneficial interest in the shares to a person who is unconnected with any member and with any other person appearing to be interested in the shares including any such sale made through the London Stock Exchange. For the purpose of this sub paragraph a connected person shall have the meaning ascribed by sections 252 to 255 of the UK 2006 Act, as applicable, and as they may apply from time to time; |
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| "Articles" | these Articles of Association as altered or varied from time to time (and "Article" means any provision of these Articles); |
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| "Auditors" | the auditors for the time being of the Company or, in the case of joint auditors, any of them; |
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| "Board" | the board of Directors for the time being of the Company or the Directors present at a duly convened meeting of Directors at which a quorum is present; |
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| "British Isles" | the United Kingdom, the Isle of Man, the Republic of Ireland and the Channel Islands; |
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| "Certificated" | in relation to a share, a share which is recorded in the Register as being held in certificated form: |
| "Chair" | the Chair (if any) of the Board or, where the context requires, the Chair of a general meeting of the Company; |
|---|---|
| "Clear Days" | (in relation to the period of a notice) that period, excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; |
| "Company" | Entain plc; |
| "Deputy Chair" | the deputy Chair (if any) of the Board or, where the context requires, the deputy Chair of a general meeting of the Company; |
| "Director" | a director for the time being of the Company; |
| "Disenfranchisement Notice" |
as defined in Article 76.2 (Disenfranchisement Notice); |
| "Elected Ordinary Shares" |
as defined in Article 139(h) (Authority to pay scrip dividends); |
| "Electronic Communication" |
has the meaning ascribed to the term "electronic communication" in the Electronic Transactions Act 2000 and includes, for the avoidance of doubt: (i) sending documents and other communications by e-mail (being a system for sending and receiving messages electronically over a computer network), (ii) in the case only of communications made by the Company to the members (and not, for the avoidance of doubt, communications made by the members to the Company, or the members to one another, subject to (iii) below), making documents and other communications available on a website (being a system for the conveyance of documents and other information over a computer network) (the "Website") provided that the relevant member has consented (or is deemed to have consented) to the receipt of communications by such means in accordance with applicable law, and (iii) in the case of voting by members of the Company only, any system operated by the Company by electronic means in order to assist voting (including by proxy) whether on the Website or any other means specifically operated by the Company; |
| "electronic facility" | includes (without limitation) website addresses and conference call systems and any device, system, procedure, method or other facility providing an electronic means of attendance at or participation in (or both attendance and participation in) a general meeting decided by the Directors under these Articles; |
| "electronic general meeting" |
means a general meeting hosted on an electronic facility, whether that general meeting is physically hosted at a specific location simultaneously or not; |
| "Employees' Share Scheme" |
a scheme for encouraging or facilitating the holding of shares or debentures in the Company by or for the benefit of: |
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|---|---|---|---|
| (a) | the bona fide employees or former employees (including any such employees or former employees who are or were also Directors) of the Company or any Subsidiary of the Company; |
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| (b) | the wives, husbands, widows, widowers or children or step-children under the age of 18 of such employees or former employees; |
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| (c) | any person who is contracted (either directly or via a separate company) to provide management services (including the services of a non-executive director) to the Company or any Subsidiary of the Company; |
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| "Equity Share Capital" | means in relation to a company, its issued share capital excluding any part thereof which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution; |
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| "Euro" | the monetary unit of the European Union's single currency; | ||
| "FSMA 2000" | means the Financial Services and Markets Act 2000 (as amended from time to time); |
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| "Information Notice" | notice: | means a notice served upon a member by the Board requiring such member to disclose to the Board in writing within such period (being not less than ten days and not more than thirty days from the date of despatch) as may be specified in such notice any of the following information in relation to any or all of shares registered in such member's name at the date of the |
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| (a) | any beneficial interest of any third party in the shares the subject of the notice; |
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| (b) | any other interest of any kind whatsoever which a third party may have in the shares; and |
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| (c) | the identity of any third party having any such interest; |
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| "London Stock Exchange" |
exchange in the United Kingdom for the time being; | ||
| "Notice Shares" | as defined in Article 76.2 (Disenfranchisement Notice); | ||
| "Office" | the registered office for the time being of the Company; |
| "Ordinary Shares" | ordinary shares each of €0.01 par value in the capital of the Company; |
|---|---|
| "Participating Security" | a share or class of shares or a renounceable right of allotment of a share, title to which is permitted to be transferred by means of an Uncertificated System in accordance with the Uncertificated Regulations; |
| "present" | means, for the purposes of general meetings, present physically and/or through an electronic facility; |
| "Recognised Investment Exchange" |
as defined in section 285 of the UK Financial Services and Markets Act 2000 (an Act of Parliament); |
| "Record Date" | as defined in Article 142 (Record Dates); |
| "Register" | the register of members of the Company to be kept pursuant to section 62 of the Act; |
| "Seal" | the common seal of the Company; |
| "Solvency Test" | has that meaning set out in section 49 of the Act; |
| "Subsidiary" | has that meaning set out in section 220 of the Act; |
| "Uncertificated" | in relation to a share, a share to which title may be transferred by means of an Uncertificated System in accordance with the Uncertificated Regulations; |
| "Uncertificated System" | a relevant system as defined in the Uncertificated Regulations (and including, in particular, at the date of adoption of these Articles the CREST UK system); |
| "Uncertificated Regulations" |
the Uncertificated Securities Regulations 2006 (as amended or replaced from time to time); |
| "UK 2006 Act" | subject to Article 2.3 (Statutory Provisions) the UK Companies Act 2006 (an Act of Parliament) (as amended); |
| "United Kingdom" or "UK" |
Great Britain and Northern Ireland; and |
| "Withdrawal Notice" | as defined in Article 76.3 (Withdrawal Notice). |
Unless the context otherwise requires:
(d) a reference to an Uncertificated System is a reference to the Uncertificated System in respect of which the particular share or class of shares or renounceable right of allotment of a share is a Participating Security;
A reference to any statute or provision of a statute shall include any orders, regulations or other subordinate legislation made under it and shall, unless the context otherwise requires, include any statutory modification or re-enactment of it for the time being in force.
Save as aforesaid, and unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act.
In these Articles any reference to a special resolution shall be to a resolution passed or requiring to be passed by a majority of not less than three-quarters of such members as, being entitled so to do, vote in person or by proxy, at a general or class meeting (as the case may be); otherwise, any reference in these Articles to a resolution or an ordinary resolution shall be a reference to a resolution requiring to be passed by a majority of not less than half of such members as, being entitled so to do, vote in person or by proxy, at a general or class meeting (as the case may be). Any resolution which does not require to be passed as a special resolution shall nevertheless be treated as passed if passed by special resolution.
The headings are inserted for convenience only and shall not affect the construction of these Articles.
The Office shall be at such place in the Isle of Man as the Board shall from time to time appoint.
Subject to the following provisions of these Articles and any resolution of the Company, all unissued shares in the Company shall be at the disposal of the Board and they may allot, grant options over, grant rights to subscribe for and convert any security into shares or otherwise deal with or dispose of them to such persons, at such times and on such terms as the Board may decide.
(d) The members may, by special resolution, resolve that the provisions of paragraph (a) of this Article 4.2 shall not apply to:
(ii) any allotments of new equity securities (subject to any overall limit specified in the resolution) during a period specified in such resolution, such period not to exceed five years, save that the Company may, before the expiry of such period, make an offer or agreement which would or might require new equity securities to be allotted after the expiry of that period and the Directors may allot new equity securities in pursuance of such offer or agreement as if such period had not expired.
Subject to the provisions of the Act and to any special rights for the time being attached to any existing shares, any shares may be allotted or issued with or have attached to them such preferred, deferred or other special rights or restrictions whether in regard to dividends, voting, transfer, return of capital or otherwise as the Company may from time to time by resolution determine or if no such resolution has been passed, or so far as the resolution does not make specific provision, as the Board may determine.
Subject to any shares expressly being non-redeemable as a term of their issue, shares may be redeemed or otherwise acquired for any consideration provided that such redemption or acquisition does not contravene section 60 of the Act or the Solvency Test; the process for redemption or acquisition of shares shall be determined by the Directors in their absolute discretion and the Directors may, for the avoidance of doubt, permit an offer to one or more holders of shares in accordance with section 53(1) (b) (ii) of the Act, subject to section 54 of the Act.
The date on which or by which, or dates between which, any redeemable shares are to be or may be redeemed may be fixed by the Directors and in such a case must be fixed by the Directors before the shares are issued. Unless otherwise specified in these Articles, the amount payable on redemption of any redeemable shares shall be the par value of such shares.
The Company shall have no power to issue any warrants stating that the bearer thereof is entitled to the shares specified therein. Subject to this, however, the Company shall have the power to issue warrants to subscribe for shares or such instruments granting the right to subscribe for, or to convert any securities into, shares.
The Company may exercise the powers conferred by the Act to pay commissions or brokerage to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company to the full extent permitted by the Act. Any such commission or brokerage may be satisfied by the payment of cash, the allotment of fully or partly paid shares, the grant of an option to call for an allotment of shares or any combination of such methods.
Except as otherwise expressly provided by these Articles, as required by law or as ordered by a court of competent jurisdiction, the Company shall not recognise any person as holding any share on any trust and (except as aforesaid) the Company shall not be bound by or recognise (even if having notice of it) any equitable, contingent, future, partial or other claim to or interest in any share or any interest in any fractional part of a share except an absolute right of the holder to the whole of the share.
Subject to the provisions of the Act and of these Articles, the Directors may at any time after the allotment of any share but before any person has been entered in the Register as the holder recognise a renunciation of it by the allottee in favour of some other person and may accord to any allottee of a share the right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose.
To the extent that the shares in the capital of the Company comprise shares with a par value, the Company in general meeting may from time to time by ordinary resolution:
has power to attach to unissued or new shares but so that the proportion between the amount paid up and the amount (if any) not paid up on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived.
Whenever as the result of any consolidation, division or sub-division of shares any member would become entitled to fractions of a share, the Board may deal with the fractions as it thinks fit and in particular (but without prejudice to the generality of the foregoing):
For the purposes of any sale of consolidated shares pursuant to Article 11.1 (Power to deal with fractional entitlements), the Board may in the case of Certificated shares authorise some person to execute an instrument of transfer of the shares to or in accordance with the directions of the purchaser or in the case of Uncertificated shares exercise any power conferred on it by Article 19.5 (Forfeiture and sale), and the transferee shall not be bound to see to the application of the purchase money in respect of any such sale, nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale or transfer and any instrument or exercise shall be effective as if it had been executed or exercised by the holder of the shares to which it relates.
Subject to compliance with the Solvency Test and to any rights for the time being attached to any shares, the Company may by special resolution reduce its paid-up share capital in any manner.
Shares may be purchased or otherwise acquired by the Company for any consideration provided that such purchase does not contravene section 60 of the Act or the Solvency Test; the process for purchase or acquisition of shares shall be determined by the Directors in their absolute discretion and the Directors may, for the avoidance of doubt, permit an offer to one or more holders of shares in accordance with section 53(1) (b) (ii) of the Act, subject only to section 54 of the Act.
Subject to the provisions of the Act, if at any time the share capital of the Company is divided into shares of different classes any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be in liquidation) may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three quarters in par value of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class duly convened and held as provided in these Articles (but not otherwise). The foregoing provisions of this Article shall apply also to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the separate rights of which are to be varied. Subject to the terms of issue or the rights attached to any shares the rights or privileges attached to any class of shares shall be deemed not to be varied or abrogated by the Board resolving that a class of shares is to become or to cease to be a Participating Security.
All the provisions in these Articles as to general meetings shall mutatis mutandis apply to every meeting of the holders of any class of shares save that:
Subject to the terms on which any shares may be issued, the rights or privileges attached to any class of shares shall be deemed to be varied or abrogated by the reduction of the capital paid up on such shares or by the allotment of further shares ranking in priority for the payment of a dividend or in respect of capital or howsoever or which confer on the holders voting rights more favourable than those conferred by such first mentioned shares but shall not be deemed to be varied or abrogated by the creation or issue of any new shares ranking pari passu in all respects (save as to the date from which such new shares shall rank for dividend) with or subsequent to those already issued or by the purchase or redemption by the Company of its own shares in accordance with the provisions of the Act and these Articles.
On becoming the holder of any Certificated share, every person shall be entitled without charge to one certificate for all the Certificated shares of any one class registered in his name and to a separate certificate for each class of Certificated shares so registered. The member may elect to receive one or more additional certificates for any of the member's Certificated shares if the member pays a reasonable sum determined from time to time by the Board for every certificate after the first. Such certificate shall specify the number and class of the shares in respect of which it is issued and the amount or respective amounts paid up on them and shall be issued either under the Seal (which may be affixed to it or printed on it) or in such other manner having the same effect as if issued under a seal and, having regard to the rules and regulations applicable to the Recognised Investment Exchange(s) to which the Company's shares are admitted, as the Board may approve.
The Company shall not be bound to issue more than one certificate in respect of Certificated shares held jointly by two or more persons. Delivery of a certificate to the person first named on the Register shall be sufficient delivery to all joint holders.
Where a member has transferred part only of the shares comprised in a certificate the person shall be entitled without charge to a certificate for the balance of such Certificated shares.
No certificate shall be issued representing Certificated shares of more than one class.
Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for such shares issued in lieu, subject to the payment of such reasonable fee (if any) as the Board may determine, on surrender of the original certificates for cancellation.
If any member shall surrender for cancellation a share certificate representing Certificated shares held by him and request the Company to issue in lieu two or more share certificates representing such Certificated shares in such proportions as the person may specify, the Board may, if it thinks fit, comply with such request subject to the payment of such reasonable fee (if any) as it may determine.
If a share certificates is defaced, worn out, lost or destroyed, it may be renewed or replaced on such terms as to provision of evidence and indemnity (with or without security) and to payment of any exceptional out of pocket expenses (including those incurred by the Company in investigating such evidence and preparing such indemnity and security) as the Board may decide, and on surrender of the original certificate (where it is defaced or worn out) but without any further charge.
In the case of shares held jointly by several persons, any such request as is mentioned in this Article 18 may be made by any one of the joint holders.
The Board may resolve that a class of shares is to become, or is to cease to be, a Participating Security and may implement such arrangements as it thinks fit in order for any class of shares to be admitted to settlement by means of an Uncertificated System. Shares of a class shall not be treated as forming a separate class from other shares of the same class as a consequence only of such shares being held in Uncertificated form. Any share of a class which is a Participating Security may be changed from an Uncertificated share to a Certificated share and from a Certificated share to an Uncertificated share in accordance with the Uncertificated Regulations. For any purpose under these Articles, the Company may treat a member's holding of Uncertificated shares and of Certificated shares of the same class as if they were separate holdings, unless the Board otherwise decides.
These Articles apply to Uncertificated shares of a class which is a Participating Security only to the extent that these Articles are consistent with the holding of such shares in Uncertificated form, with the transfer of title to such shares by means of the Uncertificated System and with the Uncertificated Regulations.
The Board may lay down regulations not included in these Articles which:
Such regulations will apply instead of any relevant provisions in these Articles which relate to certificates and the transfer, conversion, redemption and purchase of shares or which are not consistent with the Uncertificated Regulations, in all cases to the extent (if any) stated in such regulations. If the Board makes any such regulations, Article 19.2 (Application of Articles) will (for the avoidance of doubt) continue to apply to these Articles, when read in conjunction with those regulations.
Any instruction given by means of an Uncertificated System as referred to in these Articles shall be a dematerialized instruction given in accordance with the Uncertificated Regulations, the facilities and requirements of the Uncertificated System and the Operator's rules and practices.
Where the Company is entitled under the Operators rules and practices, these Articles or otherwise to dispose of, forfeit, enforce a lien over or sell or otherwise procure the sale of any shares of a class which is a Participating Security which are held in Uncertificated form, the Board may take such steps (subject to the Uncertificated Regulations and to such rules and practices) as may be required or appropriate, by instruction by means of an Uncertificated System or otherwise, to effect such disposal, forfeiture, enforcement or sale including by (without limitation):
The Company shall have a first and paramount lien on any of its shares which are not fully paid, but only to the extent and in the circumstances permitted by law. The lien shall also extend to all distributions and other moneys from time to time declared or payable in respect of such share. The Board may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article. Unless otherwise agreed, the registration of a transfer of a share shall operate as a waiver of the Company's lien (if any) on that share.
21.1. The Company may sell in any manner decided by the Board all or any of the shares subject to any lien at such time or times and in such manner as it may determine, save that no sale shall be made until such time as the moneys in respect of which such lien exists or some part of them are or is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, and until a demand and notice in writing stating the amount due, or specifying the liability or engagement and demanding payment or fulfilment or discharge of them, and giving notice of intention to sell in default, shall have been served on the holder or the persons (if any) entitled by transmission to the shares and default in payment, fulfilment or discharge shall have been made by him or them for fourteen Clear Days after service of such notice.
A statutory declaration in writing that the declarant is a Director and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share.
For giving effect to any such sale, the Board may in the case of Certificated shares authorise some person to execute an instrument of transfer of the shares sold in the name and on behalf of the holder or the persons entitled by transmission in favour of the purchaser or as the purchaser may direct and in the case of Uncertificated shares exercise any power conferred on it by Article 19.5 (Forfeiture and sale) to effect a transfer of the shares. The purchaser shall not be bound to see to the application of the purchase money in respect of any such sale and the title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale. Any instrument or exercise shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to the shares to which it relates.
The net proceeds of any sale of shares subject to any lien after payment of the costs shall be applied in or towards satisfaction of so much of the amount due to the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged. The balance (if any) shall (in the case of Certificated shares) on surrender to the Company for cancellation of the certificate for the shares sold and in all cases subject to a like lien for any moneys not presently payable or any liability or engagement not liable to be presently fulfilled or discharged as existed on the shares before the sale be paid to the holder of (or the person (if any) entitled by transmission to) the shares immediately prior to sale.
Subject to the terms of allotment of shares, the Board may from time to time make calls on the members in respect of any moneys unpaid on the shares or any class of shares held by them respectively (whether in respect of par value or premium) and not payable on a date fixed by or in accordance with the terms of issue provided that no call on any share shall be payable within one month from the date fixed for the payment of the last preceding call. Each member shall (subject to receiving at least fourteen Clear Days' notice specifying when and where payment is to be made and whether or not by instalments) be liable to pay the amount of every call so made on him as required by the notice. A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed or (as the case may require) any person to whom power has been delegated pursuant to these Articles serves notice of exercise of such power. A call may be revoked or postponed as the Board may decide. A call may be required to be paid by instalments and may before receipt by the Company of any sum due under it be either revoked or postponed in whole or part as regards all or any such members as the Board may determine. A person on whom a call is made shall remain liable notwithstanding the subsequent transfer of the shares in respect of which the call was made; the joint holders of a share shall be jointly and severally liable for the payment of all calls in respect of them.
If the whole of the sum payable or any instalment in respect of any call is not paid on or before the day appointed for payment, the person from whom it is due and payable shall pay all reasonable costs, charges and expenses that the Company may have incurred by reason of such non-payment together with interest on the unpaid amount from the day appointed for payment thereof to the time of actual payment at the rate fixed by the terms of the allotment of the share or, if no rate is so fixed, at such rate, not exceeding fifteen per cent per annum, as the Board shall determine and specify in the notice of the call. The Board may waive payment of such costs, charges, expenses or interest in whole or in part.
No member shall be entitled to receive any dividend or to be present and vote at any general meeting or at any separate meeting of the holders of any class of shares either personally or (save as proxy for another member) by proxy, or be reckoned in a quorum or to exercise any other privilege as a member unless and until the person shall have paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).
Any sum payable in respect of a share on allotment or at any fixed date whether as an instalment of a call or otherwise shall for all purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which, by the terms of allotment or in the notice of call, it becomes payable. If it is not paid, the provisions of these Articles shall apply as if such amount had become due and payable by virtue of a call duly made and notified.
The Board may make arrangements on the allotment or issue of shares for a difference as between the allottees or holders of such shares in the amount and time of payment of calls.
The Board may if it thinks fit receive from any member willing to advance it all or any part of the moneys uncalled and unpaid on the shares held by him. Such payment in advance of calls shall extinguish pro tanto the liability on the shares on which it is made. The Company may pay interest on the money paid in advance or so much of it as exceeds the amount for the time being called up on the shares in respect of which such advance has been made at such rate, not exceeding fifteen per cent per annum, as the Board may decide until and to the extent that it would, but for the advance, become payable. The Board may at any time repay the amount so advanced on giving to such member not less than three months' notice in writing of its intention in that regard, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. No sum paid in advance of calls shall entitle the holder of a share in respect of them to any portion of a dividend subsequently declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.
If any member fails to pay the whole of any call or any instalment of any call on or before the day appointed for payment the Board may at any time serve a notice in writing on such member, or on any person entitled to the shares by transmission, requiring payment, on a date not less than fourteen Clear Days from the date of the notice, of the amount unpaid and any interest which may have accrued on it and any reasonable costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where the payment is to be made and state that, if the notice is not complied with, the shares in respect of which such call was made will be liable to be forfeited.
If the notice referred to in Article 29 (Notice if call not paid) is not complied with, any share in respect of which it was given may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared or other moneys payable in respect of the forfeited shares and not paid before the forfeiture, and shall be deemed to occur at the time of the passing of the said resolution of the Board.
When any share has been forfeited notice of the forfeiture shall be served on the person who was before forfeiture the holder of the share or the person entitled to such share by transmission (as the case may be). An entry of such notice having been given and of the forfeiture with the date of it shall forthwith be made in the Register in respect of such share together with a note that dealings are not permitted in the share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry as aforesaid.
The Board may at any time before any share so forfeited has been cancelled or sold, reallotted or otherwise disposed of annul the forfeiture, on the terms that payment shall be made of all calls and interest due thereon and all expenses incurred in respect of the share and on such further terms (if any) as the Board shall see fit.
The Board may accept a surrender of any share liable to be forfeited under these Articles upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it had been forfeited. In such case, references in these Articles to forfeiture shall include surrender.
Every share which shall be forfeited belongs to the Company may be sold, re-allotted or otherwise disposed of either to the person who was before forfeiture its holder or entitled to it or to any other person on such terms and in such manner as the Board shall determine and, in the case of re-allotment, whether with or without all or any part of the amount previously paid up on the share being treated as so paid up. The Board may, for the purposes of the disposal in the case of Certificated shares, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register notwithstanding the absence of any share certificate being lodged in respect of it and may issue a new certificate to the transferee in respect of Certificated shares transferred to it. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to the share. In the case of Uncertificated shares, the Board may exercise any power conferred on it by Article 19.5 (Forfeiture and sale) to effect a transfer of the shares. The Company may, if the Board considers it just and equitable to do so, receive the consideration (if any) given for the share on its disposal.
A shareholder whose shares have been forfeited shall cease to be a member in respect of the shares forfeited and shall in the case of Certificated share surrender to the Company for cancellation the certificate for such shares. The person shall nevertheless be liable (unless payment is waived in whole or in part by the Directors) to pay to the Company all calls made and not paid on such shares at the time of forfeiture, and interest on them from the date of the forfeiture to the date of payment at the rate at which interest was payable on those amounts before the forfeiture or, if no interest was so payable, at such rate not exceeding fifteen per cent per annum as the Board may determine, in the same manner in all respects as if the shares had not been forfeited, and to satisfy all (if any) claims, demands and liabilities which the Company might have enforced in respect of the shares at the time of forfeiture without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on the disposal.
The forfeiture of a share shall include all dividends and other payments or distributions declared in respect of the forfeited shares and not paid or distributed before forfeiture.
A statutory declaration by a Director that a share has been forfeited in pursuance of these Articles and stating the date on which it was forfeited shall as against all persons claiming to be entitled to the share adversely to its forfeiture, be conclusive evidence of the facts stated in it. The declaration, together with the receipt of the Company for the consideration (if any) given for the share on its sale or disposition and a certificate for the share under the Seal delivered to the person to whom it is sold or disposed of, shall (subject if necessary to the execution of an instrument of transfer) constitute a good title to the share. Subject to the execution of any necessary transfer in the case of a Certificated share, such person shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition and shall not be bound to see to the application of the purchase money or other consideration (if any) nor shall his title to the share be affected by any act, omission or irregularity relating to or connected with the proceedings in reference to the forfeiture or disposal of the share. Such person shall not (except by express agreement with the Company) become entitled to any dividend which might have accrued on the share before the completion of the sale or disposition thereof.
Each member may transfer all or any of his shares in the case of Certificated shares by instrument of transfer in writing in any usual form or in any form approved by the Board or in the case of Uncertificated shares without a written instrument in accordance with the Uncertificated Regulations. Any written instrument shall contain the business or residential address of the transferee and be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect of it.
The Board may in its absolute discretion and without giving any reason refuse to register any transfer of a Certificated share unless:
provided that such discretion may not be exercised in such a way as to prevent dealings in such shares from taking place on an open and proper basis.
The Board shall register a transfer of title to any Uncertificated share or the renunciation or transfer of any renounceable right of allotment of a share which is a Participating Security held in Uncertificated form in accordance with the Uncertificated Regulations, except that the Board may refuse (subject to any relevant requirements applicable to the Recognised Investment Exchange(s) to which the shares of the Company are admitted) to register any such transfer or renunciation which is in favour of more than four persons jointly or in any other circumstance permitted by the Uncertificated Regulations.
No transfer of any share shall be made:
(ii) an order has been made by any court having jurisdiction (whether in the United Kingdom, the Isle of Man or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs,
and the Directors shall refuse to register the purported transfer of a share to any such person.
If the Board refuses to register a transfer of a share it shall, within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferee. Any instrument of transfer which the Board refuses to register shall (except in the case of suspected fraud) be returned to the person depositing it. All instruments of transfer which are registered may be retained by the Company.
The registration of transfers of shares or of any class of shares may be suspended at such times and for such periods (not exceeding thirty days in any year) as the Board in its absolute discretion may from time to time determine (subject to the Uncertificated Regulations in the case of any shares of a class which is a Participating Security). Notice of closure of the Register shall be given in accordance with the requirements of the Act.
No fee shall be charged for registration of a transfer or on the registration of any probate, letters of administration, certificate of death or marriage, power of attorney, notice or other instrument relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.
Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.
If a member dies the survivors or survivor where they were a joint holder and their executors or administrators where the person was a sole or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to their shares. Nothing in these Articles shall release the estate of a deceased member from any liability in respect of any share which has been solely or jointly held by him.
Any person entitled to a share by transmission, may, on such evidence as to their title being produced as the Board may reasonably require, elect either to become registered as a member or to have some person nominated by the person registered as a member. If the person elects to become registered themselves, they shall give written notice signed by the person to the Company to that effect. If the person elects to have some other person registered then they shall, in the case of a Certificated share, execute an instrument of transfer of such shares to that person and, in the case of an Uncertificated share, either procure that all appropriate instructions are given by means of the Uncertificated System to effect the transfer of such share to such person or change the Uncertificated share to Certificated form and then execute an instrument of transfer of such share to such person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice, instrument of transfer or instructions (as the case may be) as if it were an instrument of transfer executed or instructions given by the member and their death, bankruptcy or other event had not occurred and any notice or transfer were executed by such member. Where the entitlement of a person to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the Board, the Board shall, within two months after proof, cause the entitlement of that person to be noted in the Register.
Where a person is entitled to a share by transmission, subject to the production of evidence of entitlement in accordance with Article 131.3 (Shares passing by transmission), the person so entitled, upon being registered as the holder of the share may give a good discharge for any dividends and other moneys payable in respect of it and shall have the same rights to which they would be entitled if they were the holder of the share except that they shall not before the person is registered as the holder of the share be entitled in respect of it to give notice of or to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares of the Company. The Board may at any time give notice requiring any such person to elect either to be registered themself or to transfer the share. If the notice is not complied with within sixty days the Board may thereafter withhold payment of all dividends and other moneys payable in respect of such share until the requirements of the notice have been complied with.
The Board shall convene in each year a general meeting of the members of the Company called the annual general meeting; any annual general meeting so convened shall be held at such time and place (or places in the case of a satellite meeting) and/or electronic facilities as the Board may determine.
All general meetings other than annual general meetings shall be called general meetings. Unless otherwise specified, the provisions of this Part J apply to both annual general meetings and general meetings.
The Board shall determine whether a general meeting is to be held as a physical and/or electronic general meeting and may convene a general meeting and at such times and places as it thinks fit. At any meeting convened by the Board or any meeting requisitioned pursuant to section 67(2) of the Act no business shall be transacted except that stated by the requisition or proposed by the Board. If there are not sufficient members of the Board to convene a general meeting, any Director or any member of the Company may call a general meeting. The Board shall specify in the notice calling the general meeting whether the meeting will be physical and/or electronic. Such notice shall also specify the time, date and place (including without limitation any electronic facility or satellite meeting place arranged for the purposes of Article 53 (General meeting at more than one place), which shall be identified as such in the notice) and/or electronic facilities (which electronic facilities may vary from time to time and from meeting to meeting as the Directors, in their sole discretion determine).
An annual general meeting shall be convened by not less than twenty-one Clear Days' notice in writing. All other general meetings shall be convened by not less than fourteen Clear Days' notice in writing. Notwithstanding that a meeting is convened by shorter notice than that specified in this Article, it shall be deemed to have been properly convened if it is so agreed by all the members entitled to attend and vote at the meeting.
Every notice convening a general meeting shall specify:
The notice shall be given to the members (other than any who under the provisions of these Articles or of any restrictions imposed on any shares are not entitled to receive notice from the Company), to the Directors and to the Auditors and if more than one for the time being, to each of them.
The accidental omission to send a notice of meeting or, in cases where it is intended that it be sent out with the notice, an instrument of proxy, to, or the non-receipt of either, by any person entitled to receive the same shall not invalidate the proceedings at that meeting.
The Board may resolve to enable persons entitled to attend and participate in a general meeting to do so by simultaneous attendance and participation by means of electronic facility or facilities and determine the means, or all different means, of attendance and participation used in relation to a general meeting. The members present in person or by proxy by means of electronic facility or facilities shall be counted in the quorum for, and entitled to participate in, the general meeting in question. That meeting shall be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting by all means (including by means of electronic facility or facilities) are able to:
A member seeking to be present in person or by proxy at a general meeting by means of electronic facility or facilities is responsible for ensuring they have access to and can use the facility or facilities. That meeting shall be duly constituted and its proceedings valid notwithstanding the inability of the member to gain access to or use the facility or facilities, or the loss of access to or use of the facility or facilities during the meeting.
The Board may resolve to enable persons entitled to attend and participate in a general meeting to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to vote at, the general meeting in question. That meeting shall be duly constituted and its proceedings valid if the Chair of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at all the meeting places are able to:
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business but the absence of a quorum shall not preclude the choice or appointment of a Chair which shall not be treated as part of the business of the meeting. Subject to the provisions of Article 55 (If quorum not present), two persons entitled to attend and to vote on the business to be transacted, each being a member present in person or a proxy for a member or a duly authorised representative of a corporation which is a member, or one person entitled to attend and to vote on the business to be transacted, being a member holding not less than one tenth of the issued share capital of the Company and being present in person or by proxy, shall be a quorum. The provisions of section 67(4) of the Act are hereby excluded.
If within fifteen minutes (or such longer interval not exceeding one hour as the Chair in their absolute discretion thinks fit) from the time appointed for the holding of a general meeting a quorum is not present, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, the meeting shall stand adjourned to such time with such means of attendance and participation (including at such place or places and/or by means of such electronic facility) as the Chair (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting one member present in person or by proxy or (being a corporation) by a duly authorised representative shall be a quorum. lf no such quorum is present or, if during the adjourned meeting a quorum ceases to be present, the adjourned meeting shall be dissolved. The Company shall give at least seven Clear Days' notice of any meeting adjourned through lack of quorum (where such meeting is adjourned to a day being not less than fourteen nor more than twenty-eight days thereafter).
The Board may direct that members or proxies wishing to attend any general meeting should submit to such searches or other security arrangements or restrictions as the Board shall consider appropriate in the circumstances and shall be entitled in its absolute discretion to refuse entry to such general meeting to any member or proxy who fails to submit to such searches or otherwise to comply with such security arrangements or restrictions.
If it appears to the Chair that:
then the Chair may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid. The provisions of Article 60 (Notice of adjourned meeting) shall apply to that adjournment.
If a general meeting is held partly or wholly by means of electronic facility or facilities, the Board (and, at general meeting, the Chair) may make any arrangement and impose any requirement or restriction that is:
In this respect, the Company is able to authorise any voting application, system or facility for electronic general meetings as it sees fit.
The Chair of the Board shall preside as Chair at every general meeting of the Company. If there be no such Chair or if at any meeting the person shall not be present within fifteen minutes after the time appointed for holding the meeting or shall be unwilling to act as Chair, the Deputy Chair (if any) of the Board shall if present and willing to act preside as Chair at such meeting. If no Chair or Deputy Chair shall be so present and willing to act, the Directors present shall choose one of their number to act or, if there be only one Director present, the person shall be Chair if willing to act. If no Director is willing to act as Chair of the meeting or, if no Director is present within fifteen minutes of the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be Chair of the meeting.
A Director shall notwithstanding that the person is not a member be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company. The Chair may invite any person to attend and speak at any general meeting of the Company whom the Chair considers to be equipped by knowledge or experience of the Company's business to assist in the deliberations of the meeting.
The Chair of the general meeting may, with the consent of a meeting at which a quorum is present, and shall if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (or places in the case of a satellite meeting) and/or electronic facilities as the person shall determine. However, without prejudice to any other power which the person may have under these Articles or at common law the Chair may, without the need for the consent of the meeting, interrupt or adjourn any meeting from time to time and from place to place (or places in the case of a satellite meeting) and/or electronic facilities or for an indefinite period if the person is of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting or to ensure that the business of the meeting is otherwise properly disposed of.
Any such adjournment may be for such time and with such means of attendance and participation (including at such place and/or by means of such electronic facility) as the Chair may in their absolute discretion determine, notwithstanding that by reason of such adjournment some members may be unable to attend or participate in the adjourned meeting. Any such member may nevertheless appoint a proxy for the adjourned meeting either in accordance with Article 71 (Form of proxy) or by means of a document in hard copy form which, if delivered at the meeting which is adjourned to the Chair or the secretary or any Director, shall be valid even though it is given at less notice than would otherwise be required by Article 71 (Form of proxy). When a meeting is adjourned for 30 days or more or for an indefinite period, notice shall be sent at least seven Clear Days before the date of the adjourned meeting specifying the time of, and means, or all different means, of attendance and participation (including any place and/or electronic facility) for, the adjourned meeting and the general nature of the business to be transacted. Otherwise, it shall not be necessary to send any notice of an adjournment or of the business to be dealt with at an adjourned meeting.
No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place.
A resolution put to the vote at a general meeting held partly or wholly by means of electronic facility will be decided on a poll, which poll votes may be cast by such electronic means as the Board in its sole discretion decides are appropriate for the purposes of the meeting. At any general meeting a resolution put to a vote of the meeting shall be decided on a show of hands unless (before or immediately after the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded by:
and a demand for a poll by a person as proxy for a member shall be as valid as if the demand were made by the member himself.
Unless a poll is duly demanded and the demand is not withdrawn a declaration by the Chair of the meeting that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive; and an entry to that effect in the book containing the minutes of proceedings of the Company shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such resolution.
No objection shall be raised to the qualification of any voter or to the counting of or failure to count any vote except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the Chair of the meeting and shall only vitiate the decision of the meeting on any resolution if the Chair decides that it is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. The decision of the Chair on such matters shall be final and conclusive.
If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the Chair of the meeting, any error in such ruling shall not invalidate the proceedings on the substantive resolution. In the case of a resolution duly proposed as a special resolution no amendment to it (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted on. In the case of a resolution, no amendment to it (other than a mere clerical amendment to correct a manifest error) may be considered or voted upon unless notice of such proposed amendment is lodged with the Company at least forty-eight hours (excluding any part of a day that is not a working day) prior to the time appointed for holding the relevant meeting or adjourned meeting or (in the absence of any such notice) the Chair of the meeting in their absolute discretion rules that the amendment is fit for consideration at the meeting.
Any poll duly demanded on the election of a Chair of a meeting or on any question of adjournment shall be taken forthwith. A poll duly demanded on any other matter shall be taken in such manner and by means of such attendance and participation (including the use of ballot or voting papers or tickets or by means of such electronic facility) and at such time and place (or places in the case of satellite meeting), not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded, as the Chair shall direct. The Chair may, and if so directed by the meeting shall, appoint scrutineers who need not be members and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll. No notice need be given of a poll not taken immediately if the time and means by which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven Clear Days' notice shall be given specifying the time and means by at which the poll is to be taken. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. If a poll is demanded before the declaration of the result on a show of hands and the demand is duly withdrawn the meeting shall continue as if the demand had not been made.
The demand for a poll may before the poll is taken, be withdrawn, but only with the consent of the Chair. A demand so withdrawn shall validate the result of a show of hands declared before the demand was made. If a demand is withdrawn, any other persons so entitled in accordance with Article 62 (Method of voting) may demand a poll.
On a poll, votes may be given in person or by proxy of (in the case of a corporate member) by a duly appointed representative. A member entitled to more than one vote need not, if the person votes, use all their votes or cast all the votes the person uses in the same way.
Subject to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of voting rights pursuant to these Articles, at any general meeting every member who (being an individual) is present in person shall on a show of hands have one vote and every member who (being a corporation) is present by duly authorised representative shall on a show of hands have one vote, and on a poll every member present in person or by proxy or (in the case of a corporate member) by duly authorised representative, shall have one vote for each share of which the person is the holder.
If two or more persons are joint holders of a share, then in voting on any question the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names of the holders stand in the Register.
Where in the Isle of Man or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion on or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person authorised by a court or official, to vote in person or, on a poll, by proxy on behalf of such member at any general meeting. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be lodged with the Company or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy not less than forty-eight hours (excluding any part of a day that is not a working day) before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
Any person (whether a member of the Company or not) may be appointed to act as a proxy. Lodgement of an instrument of proxy shall not preclude a member from attending and voting in person at the meeting in respect of which the proxy is appointed or at any adjournment of it.
A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by the member's receiver, curator bonis or other person authorised for that purpose appointed by that court or official. That receiver, curator bonis or other person may, on a show of hands or on a poll, vote by proxy. The right to vote shall be exercisable only if evidence satisfactory to the Board of the authority of the person claiming to exercise the right to vote has been lodged with the Company not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised provided that the Company may specify, in any case, that in calculating the period of forty-eight hours, no account shall be taken of any part of a day that is not a working day.
No member shall be entitled to vote at a general meeting or at a separate meeting of the holders of any class of shares, either in person or by proxy, in respect of any share held by the member unless all moneys presently payable by the member in respect of that share have been paid.
The appointment of a proxy shall:
72.1. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a copy of such authority certified notarially or in some other way approved by the Board shall:
(b) in the case of an appointment contained in an Electronic Communication, where an address has been specified for the purpose of receiving Electronic Communications:
be received at such address not less than forty-eight 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 appointment proposes to vote; or
and an appointment of a proxy not deposited, delivered or received in a manner so permitted above shall be invalid. The Board may at its discretion treat a faxed or other machine made copy of a written instrument appointing a proxy as such an appointment for the purpose of this Article.
72.2. 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 means of an Electronic Communication in the form of an Uncertificated proxy instruction (that is, a properly authenticated dematerialised instruction, and/or other instruction or notification, which is sent by means of an Uncertificated System and received by such participant in the Uncertificated System acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the Uncertificated System); 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 properly authenticated dematerialised instruction (and/or other instruction or notification) is to be treated as received by the Company or such participant. The Board may treat any such Uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.
A member may appoint more than one proxy to attend on the same occasion. When two or more valid but differing appointments of proxy are delivered in respect of the same share for use at the same meeting and in respect of the same matter, the one which is last validly delivered (regardless of its date or of 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, none of them shall be treated as valid in respect of that share.
The Board shall at the expense of the Company send forms of appointment of proxy with the notice convening any general meeting to members entitled to vote at the meeting. Such forms of appointment of proxy shall provide for at least three-way voting on all resolutions to be proposed at the meeting other than the resolutions relating to the procedure of the meeting. The accidental omission to send an appointment of proxy or the non-receipt of it by any member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting.
A vote given or poll demanded in accordance with the terms of an appointment of a proxy shall be valid notwithstanding the death or mental disorder of the principal or the revocation of the appointment of the proxy, or of the authority under which the appointment of the proxy was executed or the transfer of the share in respect of which the appointment of the proxy is given unless notice of such death, mental disorder, revocation or transfer shall have been delivered to or received by the Company not later than the latest time at which the proxy should have been delivered to or received by the Company in accordance with Article 72 (Deposit of proxy) contained in an Electronic Communication received at the address specified by or on behalf of the Company in accordance with Article 72 (Deposit of proxy) in order to be valid for use at the meeting or adjourned meeting at which the proxy is used, or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) not later than twenty-four hours (excluding any part of a day that is not a working day) before the time of the taking of the poll at which the vote is cast. Such notice of determination shall be lodged with the Company in accordance with Article 72.1(a) or contained in an Electronic Communication received at the address (if any) specified by or on behalf of the Company in accordance with Article 72.1(b), regardless of whether any relevant proxy appointment was effected by means of an instrument or contained in an Electronic Communication. For the purpose of this Article, an Electronic Communication which contained such notice of determination need not be in writing if the Board has determined that the Electronic Communication which contains the relevant proxy appointment need not be in writing.
Each member and the Company shall comply with the notification obligations to the Company contained in Chapter 5 of the disclosure guidance and transparency rules as published by the UK Financial Conduct Authority as authorised under FSMA 2000 (the "FCA") and amended from time to time (the "DTR") as if the Company were an "issuer" (and not, for the avoidance of doubt, a "non-UK issuer") for the purposes of such rules. If it shall come to the notice of the Board that any member has not, within the requisite period, made or, as the case may be, procured the making of any notification required by this Article 76.1, the Board may serve a notice on such member and the provisions of Article 76.2 (Disenfranchisement Notice) shall apply.
The Board may at any time serve an Information Notice upon a member. If a member has been issued with an Information Notice and has failed in relation to any shares the subject of the Information Notice ("Notice Shares") to furnish any information required by such notice within the time period specified therein, then the Board may at any time following fourteen days from the expiry of the date on which the information required to be furnished pursuant to the relevant Information Notice is due to be received by the Board, serve on the relevant holder a notice (in this Article called a "Disenfranchisement Notice") whereupon the following sanctions shall apply:
(a) Voting
the member shall not with effect from the service of the Disenfranchisement Notice be entitled in respect of the Notice Shares to attend or to vote (either in person or by representative or proxy) at any general meeting of the Company or at any separate meeting of the holders of any class of shares of the Company or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and
(b) Dividends and transfers
where the Notice Shares represent at least 0.25 per cent in par value of their class:
(i) any dividend or other money payable in respect of the Notice Shares shall be withheld by the Company, which shall not have any obligation to pay interest on it and the member shall not be entitled to elect pursuant to Article 139 (Payment of scrip dividends) to receive shares instead of that dividend; and
(ii) subject in the case of Uncertificated shares to the Uncertificated Regulations no transfer, other than an Approved Transfer, of any Notice Shares held by the member shall be registered unless the member is not himself in default as regards supplying the information required pursuant to the relevant Information Notice and the member proves to the satisfaction of the Board that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer.
The Company may at any time withdraw a Disenfranchisement Notice by serving on the holder of the shares to which the same relates a notice in writing to that effect (a "Withdrawal Notice").
Where the sanctions under Article 76.2 (Disenfranchisement Notice) apply in relation to any shares they shall cease to have effect:
The Board may give notice in writing to any member holding Notice Shares in Uncertificated form requiring the member to change his holding of such shares from Uncertificated form into Certificated form within a specified period and then to hold such Notice Shares in Certificated form until the issue of a Withdrawal Notice.
The Company shall be entitled to sell all or any shares of a member or any shares to which a person is entitled by transmission if:
(d) during the relevant period and the period of three months following the date on which the sale notice is deemed to have been received by the member or person entitled the Company has received no indication either of the whereabouts or of the existence of such member or person.
To give effect to any sale of shares pursuant to this Article 77 the Board may in the case of Certificated shares authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register notwithstanding the absence of any share certificate being lodged in respect of it and may issue a new certificate to the transferee and in the case of Uncertificated shares exercise any power conferred on it by Article 19.5 (Forfeiture and sale) to effect a transfer of the shares. The purchaser shall not be bound to see to the application of the purchase moneys in respect of any such sale nor shall their title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale or transfer. Any instrument or exercise shall be effective as if it had been executed or exercised by the holder of or the person entitled by transmission to the shares to which it relates.
If the Company is entitled to sell any share pursuant to Article 77.1 (Untraceable members), the Company shall also be entitled to sell any such additional share issued at any time to the holder or person entitled in the right of that share (or in right of any such share).
Unless and until otherwise determined by the Company by ordinary resolution the number of Directors (other than any alternate Directors) shall be not less than two or more than fifteen.
Subject to the provisions of these Articles, the Company may by resolution appoint a person who is willing to act to be a Director, either to fill a vacancy, or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles.
Without prejudice to the power of the Company to appoint any person to be a Director pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles.
No person other than a Director retiring at the meeting shall be appointed or re-appointed a Director at any general meeting unless:
A Director shall not be required to hold any shares.
A resolution for the appointment of two or more persons as Directors by a single resolution shall not be moved unless a resolution that it shall be so proposed has first been agreed to by the meeting without any vote being given against it and any resolution moved in contravention of this provision shall be void. For the purpose of this Article, a resolution for approving a person's appointment or for nominating a person for appointment as a Director shall be treated as a resolution for their appointment.
Unless otherwise provided for in an appointment letter or service contract entered into between a Director and the Company:
At every annual general meeting all of the Directors at the date of the notice convening the annual general meeting shall retire from office and may offer themselves for re-appointment by the shareholders.
If the Company, at the meeting at which a Director retires, does not fill the vacancy created by their retirement, the retiring Director shall, if willing to act, be deemed to have been reappointed unless at the meeting it is expressly resolved not to fill the vacancy or unless a resolution for the re-appointment of the Director is put to the meeting and lost or if the retiring Director has given notice in writing to the Company that the person is unwilling to be re-elected or where the default in filling the vacancy is due to the moving of a resolution in contravention of Article 84 (Resolution for appointment).
The retirement of any Director retiring at a general meeting in accordance with this Article 86 shall not have effect until the conclusion of the meeting except where a resolution is passed to appoint some other person in the place of the retiring Director or a resolution for their reappointment is put to the meeting and lost in which case the retirement shall take effect at the time of election of their replacement or the time of the losing of that resolution as the case may be. A retiring Director who is re-appointed or deemed to have been re-appointed will continue in office without a break.
The Company may by ordinary resolution remove any Director before the expiration of their period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and, without prejudice to any claim for damages which the person may have for breach of any contract of service between him and the Company, may (subject to these Articles) by resolution appoint another person who is willing to act to be a Director in their place. Any person so appointed shall be treated, as if they had become a Director on the day on which the person in whose place they are appointed was last appointed or reappointed a Director. In default of such appointment the vacancy arising upon the removal of a Director from office may be filled by a casual vacancy.
Without prejudice to any provisions for retirement contained in these Articles the office of a Director shall be vacated if:
(c) the person has an interim receiving order made against him, makes any arrangement or compounds with their creditors generally; or
A resolution of the Board declaring a Director to have vacated office under the terms of Article 88 (Vacation of office by director) shall be conclusive as to the fact and grounds of vacation stated in the resolution.
Each Director (other than an alternate Director) may by notice in writing under their hand lodged with the Company or at a meeting of the Directors or in any other manner approved by the Board appoint any other Director or any person approved for that purpose by the Board and willing to act to be their alternate and may in like manner remove from office an alternate director so appointed by him.
No appointment of an alternate Director shall be effective until their consent to act as a Director has been lodged with the Company.
An alternate Director need not hold a share qualification and shall not be counted in reckoning any maximum number of Directors allowed by these Articles.
Every alternate Director shall (subject to their giving to the Company an address within the British Isles or an email address at which notices may be served on him) be entitled to receive notice of all meetings of the Board and all committees of the Board of which their appointer is a member and, in the absence from such meetings of their appointor, to attend and vote and be counted in the quorum at such meetings and to exercise all the powers, rights, duties and authorities of their appointor as a Director. A Director acting as alternate Director shall have a separate vote at Board meetings for each Director for whom the person acts as alternate Director, in addition to their own vote (if any), but the person shall count as only one person for the purpose of determining whether a quorum is present.
Execution by an alternate Director of any resolution in writing of the Directors or of a committee of the Directors shall, unless the notice of their appointment provides to the contrary, be as effective as execution by their appointor. To such extent as the Directors may from time to time determine in relation to any committees of the Directors, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which their appointor is a member.
Every person acting as an alternate Director shall be an officer of the Company, shall alone be responsible to the Company for their own acts and defaults and shall not be deemed to be the agent of the Director appointing him.
Save as otherwise provided in these Articles, an alternate Director shall be subject in all respects to the provisions of these Articles relating to Directors and shall be deemed for all purposes to be a Director.
An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements with the Company and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if the person were a Director. However, the person shall not, unless the Company by resolution otherwise determines, be entitled to receive from the Company any fees for their services as alternate except only such part (if any) of the fee payable to their appointor as such appointor may by notice in writing to the Company direct. Subject to this Article, the Company shall pay to an alternate Director such expenses as might properly have been paid to him if the person had been a Director.
An alternate Director shall cease to be an alternate Director:
The Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors such sum as the Board may from time to time determine, provided that such amount shall not exceed in aggregate £2,000,000 per annum or such other sum as the Company in general meeting shall from time to time determine. Such sum shall be divided among the Directors in such proportions and in such manner as the Board may determine or in default of such determination, equally (except that in such event any such Director holding office for less than the whole of the applicable period in respect of which fees are paid shall only rank in such division in proportion to the time during such period for which the person holds office). Any fees payable pursuant to this Article shall be distinct from any salary, remuneration or other amounts payable to a Director pursuant to any other provisions of these Articles and shall accrue from day to day.
Each Director shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of their duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company.
If by arrangement with the Board any Director shall perform or render any special duties or services outside their ordinary duties as a Director and not in their capacity as a holder of employment or executive office, the person may be paid such reasonable additional remuneration (whether by way of a lump sum or by way of salary, commission, participation in profits or otherwise) as the Board may from time to time determine.
The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with the provisions of these Articles may be either a fixed sum of money or may altogether or in part be governed by business done or profits made or otherwise determined by the Board and may be in addition to or in lieu of any fee payable to him for their services as Director pursuant to these Articles.
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 (whether by insurance or otherwise) for or to institute and maintain any institution, association, society, club, trust, other establishment or profit sharing, share incentive, share purchase or Employees' Share Scheme calculated to advance the interests of the Company or to benefit any person who is or has at any time been a Director of the Company or any company which is a Subsidiary of or allied to or associated with the Company or any such Subsidiary or any predecessor in business of the Company or of any such. Subsidiary and for any member of their family (including a spouse or former spouse) and any person who is or was dependent on him. For such purpose the Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the provisions of the Act, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with, any of the aforesaid matters or bodies. The Board may procure any of such matters to be done by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to receive and retain for their own benefit any pension or other benefit provided under this Article and shall not be obliged to account for it to the Company.
The management and control of the business of the Company shall be in and from the United Kingdom or such other place as the Board may determine from time to time. Subject to the provisions of the Act, the memorandum of association of the Company and these Articles and to any directions given by special resolution of the Company, the business of the Company shall be 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 memorandum of association, or of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in these Articles as to any specific power of the Board shall not be deemed to limit the general powers given by this Article.
If the number of Directors is less than the minimum for the time being prescribed by these Articles the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment. If there are no Director or Directors able or willing to act, any two members may summon a general meeting for the purpose of appointing Directors. Subject to the provisions of these Articles, any additional Director so appointed shall hold office only until the dissolution of the annual general meeting of the Company next following such appointment unless the person is re-elected during such meeting.
The Board may from time to time:
(a) delegate or entrust to and confer on any Director holding executive office (including a Managing Director) such of its powers, authorities and discretions (with power to sub- delegate) for such time on such terms and subject to such conditions as it thinks fit; and
(b) revoke, withdraw, alter or vary all or any of such powers.
The Board may delegate any of its powers, authorities and discretions (with power to subdelegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more Directors and (if thought fit) one or more other persons provided that:
Any committee so formed 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 confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Board in that respect and may from time to time revoke, withdraw, after or vary any of such powers and discharge any such committee in whole or in part. Insofar as any power, authority or discretion is so delegated any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee. Subject to any terms and conditions expressly imposed by the Board, the proceedings of a committee with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board so far as they are capable of applying.
The Board may establish any local group or division boards or agencies for managing any of the affairs of the Company in any specified locality either in the United Kingdom or elsewhere and may appoint any persons to be members of such local or divisional board or any managers or agents, may fix their remuneration and remove any person so appointed. The Board may delegate to any local group or divisional board manager or agent so appointed any of its powers, authorities and discretions other than the power to borrow and make calls (with power to sub-delegate) and may authorise the members for the time being of any such local or divisional board or any of them to fill any vacancies and to act notwithstanding vacancies, and any such appointment or delegation may be made for such time on such terms and subject to such conditions as the Board may think fit. The Board may confer such powers either collectively with or to the exclusion of and in substitution for all or any of the powers of the Board in that respect and may from time to time revoke, withdraw, alter or vary all or any of such powers. Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local group or divisional board or agency with 2 or more members shall be governed by such of these Articles as regulate the proceedings of the Board so far as they are capable of applying.
The Board may by power of attorney or otherwise appoint any company, firm, person or persons (including registrars) to be the agent or attorney of the Company and may delegate to any such agent or attorney or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, any of its powers, authorities and discretions (with power to sub- delegate), in each case for such purposes and for such time, on such terms including as to remuneration) and subject to such conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may from time to time revoke, withdraw, alter or vary any of such powers. Any such appointment or power of attorney may contain such provisions for the protection and convenience of persons dealing with any such agent or attorney as the Board may think fit and may also authorise any such agent or attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
The Board may appoint any person (not being a Director) to any office or employment having a designation or title including the word "director" or attach to any existing office or employment with the Company such designation or title and may define, limit, vary or restrict the powers, authorities and discretions of persons so appointed and may terminate any such appointment subject to any contract between him and the Company or the use of such designation or title. The inclusion of the word "director" in the designation or title of any such office or employment shall not imply that such person is or is deemed to be or is empowered in any respect to act as a Director or a member of any committee of the Board of Directors for any of the purposes of the Act or these Articles.
The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised by the Company in such manner in all respects as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company).
The Board may exercise any power conferred on the Company by the Act to make provision for the benefit of persons employed or formerly employed by the Company or any of its Subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that Subsidiary.
Subject as herein provided and to the provisions of the Act, the Directors may exercise all the powers of the Company to borrow money, to guarantee, to indemnify and to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital or any part or parts thereof and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
Subject to the provisions of these Articles, the Board may meet for the despatch of business, adjourn and otherwise regulate its proceedings as it thinks fit.
One Director may summon a Board meeting at any time on reasonable notice. Notice of a Board meeting shall be deemed to be properly given to a Director if it is given to him personally or by word of mouth or sent in writing to him at their last known address or any other address (including any e-mail address) given by him to the Company for that purpose. A Director may waive the requirement that notice be given to him of any Board meeting either prospectively or retrospectively. It shall not be necessary to give notice of a Board meeting to a Director who is absent from the British Isles unless the person has requested the Board in writing that notices of Board meetings shall during their absence be given to him at any address in the British Isles notified to the Company for this purpose, by e-mail to an e-mail address notified to the Company for this purpose or by telephone at any address outside the British Isles where the person has notified the Company of the relevant telephone number for such purpose but the person shall not in such event be entitled to a longer period of notice than if the person had been present in the British Isles.
The quorum necessary for the transaction of business may be determined by the Board and until otherwise determined shall be two persons, each being a Director or an alternate Director. A person who holds office only as an alternate Director shall only be counted in the quorum if their appointor is not present. A Director or other person who is present at a meeting of the Board in more than one capacity (that is to say as both Director and an alternate Director or as an alternate for more than one Director) shall not be counted as two or more for these purposes unless at least one other Director or alternate Director is also present. A duly convened meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the Board. Any Director who ceases to be a Director at a meeting of the Directors may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting of the Directors if no Director objects and if otherwise a quorum of Directors would not be present.
The Board shall appoint one or more of its body as Chair, joint Chair or Deputy Chair of the Board and shall determine the period for which the person is or they are to hold office and may at any time remove him or them from office. If no such Chair or Deputy Chair is elected or if at any meeting neither a Chair nor a Deputy Chair is present within five minutes of the time appointed for holding it, the Directors present shall choose one of their number to be Chair of such meeting. In the event of two or more joint Chairmen or in the absence of a Chair, two or more Deputy Chairmen being present, the joint Chair or Deputy Chair to act as Chair of the meeting shall be decided by those Directors present. Any Chair or Deputy Chair may also hold executive office under the Company.
The Directors may appoint one or more of their number to any office or employment under the Company (including, but without limitation, that of Chief Executive, Managing Director or Joint Managing Director but not including that of auditor), and may enter into an agreement or arrangement with any Director for their employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a Director and may also permit any person appointed to be a Director to continue in any office or employment held by him before the person was so appointed. Any such appointment, agreement or arrangement may be made for such period (subject to Article 113.4 (Limitation on appointments)) and upon such terms as the Directors determine.
Without prejudice to the generality of the foregoing the Directors may entrust to and confer upon any Director holding any such office or employment any of the powers exercisable by them as Directors with power to sub-delegate upon such terms and conditions and with such restrictions as they think fit and either collaterally with or to the exclusion of their own powers, authorities and discretions, and may from time to time revoke, withdraw, alter or vary all or any of such powers but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this Article shall be effective in relation to the powers, authorities and discretions of the Board generally and shall not be limited by the fact that in certain Articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board.
The Directors may not appoint anyone of their number to be both Chair and Chief Executive or Managing Director of the Company at the same time, unless such appointment is limited to a period not exceeding one year from the date of the appointment, after which the appointment shall lapse and the Directors shall not renew it, although they may (if they wish) appoint the person who had been both Chair and Chief Executive or Managing Director to hold one only of those offices.
The Directors may also (without prejudice to any claim for damages for breach of any agreement between the Director and the Company) remove a Director from any such office and appoint another in their place.
A Director appointed to the office of Chair, Deputy Chair, Managing Director, Chief Executive or any other executive office shall automatically and immediately cease to hold that office if the person ceases to hold the office of Director from any cause, but the person shall not (unless any agreement between him and the Company shall otherwise provide) cease to hold their office as a Director by reason only of their ceasing to be Chair, Deputy Chair, Managing Director, Chief Executive of the Company or to hold any other such executive office, as the case may be.
Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the Chair of that meeting shall have a second or casting vote. A Director, who is also an alternate Director, shall be entitled in the absence of their appointer to a separate vote on behalf of their appointor in addition to their own vote and an alternate Director who is appointed by two or more Directors shall be entitled to a separate vote on behalf of each of their appointors, in their absence.
Any Director or their alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or electronic mail or similar form of communication equipment provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting or are able to receive communications from each of the other Directors participating in the meeting. A person so participating shall be deemed to be present in person at the meeting and shall accordingly be counted in a quorum and be entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or if there is no group which is larger than any other group where the Chair of the meeting then is. Subject to these Articles, all business transacted in such manner by the Board or a committee of the Board shall for the purpose of these Articles be deemed to be validly and effectively transacted at a meeting of the Board or a committee of the Board notwithstanding that two or fewer than 2 Directors or alternate Directors are physically present at the same place.
A resolution in writing executed by all the Directors for the time being entitled to receive notice of a Board meeting and not being less than a quorum or by all the members of a committee of the Board for the time entitled to receive notice of such committee meeting and not being less than a quorum of that committee shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee as the case may be). Such a resolution:
For such a resolution to be effective it shall not be necessary for it to be signed by a Director who is prohibited by these Articles from voting thereon or by their alternate.
The Board shall cause minutes to be made in books kept for the purpose of recording all orders; resolutions and proceedings of every meeting of the Board, of a committee of the Board, of the Company or of the holders of any class of shares or debentures of the Company including:
(a) all appointments of officers and committees made by the Board and of any such officers salary or remuneration; and
(b) the names of Directors present at every such meeting.
Any such minutes if purporting to be signed by the Chair of the meeting at which the proceedings were held or by the Chair of the next succeeding meeting, shall be prima facie evidence of the matters stated in such minutes without any further proof.
All acts done by a meeting of the Board or of any committee of the local board or agency or by any person acting as a Director, alternate Director or member of a committee, local board or agency shall, as regards all persons dealing in good faith with the Company notwithstanding that it is afterwards discovered that there was some defect in the appointment of any person or persons acting as aforesaid 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 their office or that the delegation to such committee, local board or agency had been annulled, varied or revoked, be 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 and had been entitled to vote or as if the delegation had continued in full force and effect.
Subject to the provisions of section 104 of the Act and provided that Article 120 (Disclosure of interests to Board) is complied with, a Director, notwithstanding their office:
A Director who to their knowledge is in any way (directly or indirectly) interested in any contract, arrangement, transaction or proposal with the Company shall declare the nature of their interest at the meeting of the Board at which the question of entering into the contract, arrangement, transaction or proposal is first considered if the person knows their interest then exists or, in any other case, at the first meeting of the Board after the person knows that the person is or has become so interested.
For the purposes of this Article:
Save as provided in this Article, a Director shall not vote on or be counted in the quorum in relation to any resolution of the Board or of a committee of the Board concerning any contract, arrangement, transaction or any proposal whatsoever to which the Company is or is to be a party in which (together with any interest of any person connected with him within the meaning of sections 252 to 255 of the UK 2006 Act) the person has (directly or indirectly) an interest which is material (other than by virtue of their interests in shares or debentures or other securities of, or otherwise in or through the Company) or a duty which conflicts with the interests of the Company unless their duty or interest arises only because the resolution relates to one of the matters set out in the following sub-paragraphs in which case the person shall be entitled to vote and be counted in the quorum:
(d) relating to another company in which the person and any persons connected with him (within the meaning of sections 252 to 255 of the UK 2006 Act) do not to their knowledge hold an interest in shares (as that term is used in sections 820 to 825 of the UK 2006 Act) representing one per cent or more of either any class of the Equity Share Capital, or the voting rights, in such company;
An interest of a person who is, for any purpose of the UK 2006 Act (excluding any such modification thereof not in force when these Articles became binding on the Company), connected with a Director shall be treated as an interest of the Director and, in relation to an alternate Director, an interest of their appointer shall be treated as an interest of the alternate Director without prejudice to any interest which the alternate Director otherwise has.
A Director shall not vote or be counted in the quorum on any resolution of the Board or committee of the Board concerning their own appointment (including fixing or varying the terms of their appointment or its termination) as the holder of any office or place of profit with the Company or any company in which the Company is interested. Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment or termination) of two or more Directors to offices or places of profit with the Company or any company in which the Company is interested, such proposals may be divided and a separate resolution considered in relation to each Director. In such case each of the Directors concerned (if not otherwise debarred from voting under these Articles) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning their own appointment.
If any question arises at any meeting of the Board or any committee of the Board as to the materiality of a Director's interest (other than the Chair's interest) or as to the entitlement of any Director (other than the Chair) to vote or be counted in a quorum and such question is not resolved by their voluntarily agreeing to abstain from voting or being counted in the quorum such question (unless the Director concerned is the Chair in which case Article 124 (Directors resolution conclusive on Chair's interest) shall apply) shall before the conclusion of the meeting be referred to the Chair of the meeting. The Chair's ruling in relation to the Director concerned shall be final and conclusive except in a case where the nature or extent of the interest of the Director has not been fairly disclosed and provided that any such question shall, for the purposes of disclosure of such interests in the accounts of the Company, be finally and conclusively decided by a majority of the Directors (other than the Director concerned).
If any question arises at any meeting of the Board or any committee of the Board as to the materiality of the Chair's interest or as to the entitlement of the Chair to vote or be counted in a quorum and such question is not resolved by their voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall before the conclusion of the meeting be decided by resolution of the Directors or committee members present at the meeting (excluding the Chair) whose majority vote shall be final and conclusive except in a case where the nature or extent of the interest of the Director has not been fairly disclosed and provided that any such question shall, for the purposes of disclosure of such interests in the accounts of the Company, be finally and conclusively decided by a majority of the Directors (other than the Director concerned).
The Board may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner in all respects as it thinks fit (including the exercise thereof in favour of any resolution appointing the Directors or any of them directors of such company, or voting or providing for the payment of remuneration to the directors of such company).
The Seal shall be used only by the authority of a resolution of the Board or of a committee of the Board so authorised. The Board may determine whether any instrument to which the Seal is affixed shall be signed and if it is to be signed who shall sign it. Unless otherwise so determined:
Every certificate or share warrant shall be issued under the Seal or in such other manner as the Board having regard to the terms of issue and the regulations applicable to the securities list(s) and Recognised Investment Exchange(s) to which the shares of the Company are admitted. All references in these Articles to the Seal shall be construed accordingly.
A document signed by one or more Directors and expressed (in whatever form of words) to be executed by the Company as a deed shall have the same effect as if it were executed under the Seal, provided that no instrument shall be so signed which makes it clear on its face that it is intended by the person or persons making it not to have effect as a deed without the authority of a resolution of the Board or of a committee of the Board. An instrument or document which is executed by the Company as a deed shall not be deemed to be delivered by the Company solely as a result of it having been executed by the Company.
The Company may have, for use for sealing securities issued by the Company and for sealing documents creating or evidencing securities so issued, an official seal which is a facsimile of the Seal with the addition on its face of the word "Securities". The official seal when duly affixed to a document by or on behalf of the Company has the same effect as the Seal.
Subject to the provisions of these Articles, the Company may, subject to the satisfaction of the Solvency Test, by resolution declare that dividends out of the Company's profits may be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board.
The Board may, subject to the satisfaction of the Solvency Test, declare and pay such interim dividends (including any dividend payable at a fixed rate) as appear to the Board to be justified by the profits of the Company and the position of the Company. If at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends on shares which rank after shares conferring preferential rights with regard to dividend as well as on shares conferring preferential rights unless at the time of payment any preferential dividend is in arrears. Provided that the Board acts in good faith it shall not incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer in consequence of the declaration or by the lawful payment of any interim dividend on any shares ranking after those with preferential rights.
Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid. Subject as aforesaid, all dividends shall be apportioned and paid pro rata according to the amounts paid up or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid but if any share is issued on terms providing that it shall rank for dividend as from a particular date or be entitled to dividends declared after a particular date it shall rank for or be entitled to dividends accordingly.
All dividends and interest shall be paid (subject to any lien of the Company) to those members whose names shall be on the Register at the date at which such dividend shall be declared or at the date at which such interest shall be payable respectively, or at such other date as the Company by resolution or the Board may determine, notwithstanding any subsequent transfer or transmission of shares.
The Board may pay the dividends or interest payable on shares in respect of which any person is by transmission entitled to be registered as holder to such person upon production of such certificate and evidence as would be required if such person desired to be registered as a member in respect of such shares.
The Board may deduct from any dividend or other money payable to any member on or in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company.
The Company in general meeting may, on the recommendation of the Board, by resolution direct that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular, of fully paid up shares or debentures of any other company or in any one or more of such ways. Where any difficulty arises in regard to such distribution the Board may settle it as it thinks fit. In particular, the Board may:
Unless otherwise provided by the rights attached to the share no dividend or other moneys payable by the Company or in respect of a share shall bear interest as against the Company.
The Company may pay any dividend, interest or other sum payable in respect of a share by any such method the Board decides. Any dividend interest or other sum payable shall be paid wholly or partly by one or more of the following methods:
If the Board decides that any dividend, interest or other sum payable in cash in respect of a share will be made exclusively by inter-bank transfer or other electronic means to an account, but no such account is nominated by the person entitled to receive the payment, or an interbank transfer or other electronic payment into a nominated account is rejected or refunded, the Company may credit that dividend or other money payable in cash to an account of the Company, to be held until the person entitled to receive the payment nominates a valid account to which the payment shall be made. The Company will not be a trustee of the money and will not be liable to pay interest on it. Any amounts credited to an account of the Company under this Article 135.2 may, subject to Article 137 (Unclaimed dividends), be treated as unclaimed dividends and may be liable for forfeiture in accordance with Article 137 (Unclaimed dividends). If two or more persons are holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the member or otherwise by operation of law, payment can be made to the person as is first named in the Register. The Company can rely on the nomination of an account to which any dividend or other money payable in cash relating to a share can be paid, and a receipt for a dividend or other money paid on shares, from any one of them on behalf of all of them. Payment by any means set out in this Article is made, at the risk of the person who is entitled to the money. The Company is treated as having paid a dividend if a payment is made through bank transfer or other electronic means. The Company will not be responsible for a payment which is lost or delayed.
If the Board decides to send any dividend, interest or other sum payable in cash in respect of a share by post or other delivery service to the registered address of the member or person entitled to it (or if two or more persons are holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the member or otherwise by operation of law to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or person or persons may direct in writing, every cheque, warrant or order is sent at the risk of the person entitled to the money represented by it and shall be made payable to the order of the person or persons entitled or, where an authority on their behalf shall have been received by the Company in such form as the Company shall consider sufficient, to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant or order to the person entitled or the person specified in such authority shall be a good discharge to the Company. If any such cheque, warrant or order has or shall be alleged to have been lost, stolen or destroyed the Board may at the request of the person entitled to it issue a replacement cheque, warrant or order, subject to compliance with such conditions as to evidence and indemnity and the payment of out of pocket expenses of the Company in connection with the request as the Board may think fit. Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other moneys payable in respect of such share.
If the payment is made on behalf of the Company through the Uncertificated System the Company shall not be responsible for any default in accounting for such payment to the member or other person entitled to such payment by a bank or other financial intermediary of which the member or other person is a customer for settlement purposes in connection with the Uncertificated System. Payment by any means set out in this Article 135.4 is made, at the risk of the person who is entitled to the money. The Company is treated as having paid a dividend if a payment is made through CREST. The Company will not be responsible for a payment which is lost or delayed.
The Board may, at its discretion, make provisions to enable such member as the Board shall from time to time determine to receive dividends duly declared in a currency or currencies other than Euro. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such market rate selected by the Board as it shall consider appropriate at the close of business in London on the date which is the business day last preceding:
The Board may:
The Company may make, or procure the making of, any payment in respect of a members Uncertificated shares through the Uncertificated System in accordance with any authority given to the Company to do so (whether in writing, through the Uncertificated System or otherwise) by or on behalf of the member in a form satisfactory to the Board. The making of such payment in accordance with such authority shall be a good discharge to the Company.
If payment by any method has failed (including where the payment into the nominated account has been rejected or refunded by a bank) or if cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled thereto by post are returned to the Company undelivered or left uncashed on any one occasion and reasonable enquiries have failed to establish the appropriate nominated account or any new address to be used for that purpose the Company is not obliged to send or transfer a dividend or other sum payable in respect of that share to that person until they notify the Company of an address or account to be used for that purpose and Article 137 (Unclaimed dividends) shall apply. If the cheque, warrant or money order is returned undelivered or left uncashed or the transfer is not accepted on two consecutive occasions, the Company may exercise this power without making any such enquiries and Article 137 (Unclaimed dividends) shall apply.
All dividends, interest or other sum payable and unclaimed (including where a shareholder has failed to nominate a valid account under Article 135.2 (Payment by direct debit, bank or other electronic funds transfer) or if payment by any method has failed under Article 136 (Uncashed dividends)) for twelve months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof and will not be liable to pay interest on it. All dividends unclaimed for a period of six years after having become due for payment shall (if the Board so resolves) be forfeited and shall revert to the Company.
The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the shareholder (or the person entitled to the share in consequence of the death, bankruptcy or mental disorder of the holder or otherwise by operation of law) and delivered to the Company and only if or to the extent that the same is accepted as such or acted upon by the Company.
The Board may with the prior authority of a resolution of the Company and subject to such conditions as the Board may determine, provided that the Company has sufficient unissued shares and undistributed profits or reserves to give effect to it, offer to any holders of Ordinary Shares the right to elect to receive Ordinary Shares credited as fully paid, in whole or in part instead of cash in respect of the whole or some part (to be determined by the Board) of any dividend specified by the resolution. The following provisions shall apply:
(e) the Board shall, after determining the basis of allotment, notify the holders of Ordinary Shares in writing of the right of election offered to them and specify the procedure to be followed and place at which and the latest time by which (being at least twenty-one Clear Days after the despatch of the notice) elections must be lodged in order to be effective. A form of election lodged in respect of a particular dividend in relation to which the Directors have announced their intention to offer elections may not be revoked as regards the said dividend unless prior to the latest time specified by the Directors for lodgement of elections in respect of the said dividend written notice of revocation is lodged at the place specified by the Directors as aforesaid;
The Board may also from time to time establish or vary a procedure for election mandates, under which a holder of Ordinary Shares may elect to receive Ordinary Shares credited as fully paid instead of cash in respect of all or certain future rights offered to that holder under this Article until the election mandate is revoked in accordance with any such procedure.
If the Ordinary Shares are admitted to listing or trading on any Recognised Investment Exchange, the Company shall apply to the relevant regulatory authority for the additional Ordinary Shares so allotted to be admitted to the Recognised Investment Exchange(s) and securities list(s) to which the Company's existing issued Ordinary Shares are admitted.
The Directors shall have power to do all acts and things as they consider necessary or expedient to give effect to this Article 139.4.
The Board may, before recommending any dividend (whether preferential or otherwise) carry to reserves out of the profits of the Company such sums as it thinks fit. All sums standing to reserves may be applied from time to time, at the discretion of the Board, for any other purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested in such investments as the Board thinks fit and so that it shall not be necessary to keep any investment constituting the reserve separate or distinct from any other investment of the Company. The Board may divide the reserve into such special funds as it thinks fit and may consolidate into one fund any special fund or any part of any special fund into which the reserve may have been divided as it thinks fit. Any sum which the Board may carry to reserve out of the unrealised profit of the Company shall not be mixed with any reserve to which profits available for distribution have been carried. The Board may also, without placing the same to reserve, carry forward any profit which it may think prudent not to distribute.
The Board may with the authority of a resolution of the Company:
(c) resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends;
(any agreement made under such authority being effective and binding on all such holders); and
(f) generally, do all acts and things required to give effect to such resolution.
Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares, the Company or the Board may fix any date (the "Record Date") as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. Such Record Date may be on or at any time within six months before any date on which such dividend, distribution, interest, allotment, issue, notice, information, document or circular is declared, paid or made but without prejudice to the rights inter se in respect of the same of transfers and transferees of any such shares or other securities. In the absence of a Record Date being fixed, entitlement to any dividend, distribution, allotment or issue shall be determined by reference to the date on which the dividend is declared or the distribution, allotment or issue is made.
The Board shall cause accounting records to be kept in accordance with the Act and shall keep such other books and registers as are necessary to comply with the Act.
The accounting records shall be kept at the Office or (subject to the Act) at such other place as the Board thinks fit. No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless the person is authorised to do so by statute, by order of the Court, by the Board or by resolution of the Company. Such records shall always be open for inspection by officers of the Company.
A copy of the Company's annual accounts accompanied by the Directors' report, the strategic report, the Directors' remuneration report, the Auditors' report on those accounts and on the auditable part of the Directors' remuneration reportshall not less than twenty-one Clear Days before the general meeting before which they are to be laid, be sent or supplied to every member, every holder of debentures of the Company, to the Auditors and to every other person who is entitled to receive notice of general meetings. However, this Article shall not require a copy of those documents to be sent to any person who under the provisions of these Articles is not entitled to receive notices from the Company or of whose address the Company is unaware or to any holder of debentures of whose address the Company is unaware or to more than one of the joint holders of any shares or debentures. Any member to whom such documents are sent shall be entitled to receive a further copy, free of charge, on application to the Company. If all or any of the shares in or debentures of the Company are listed or dealt in on any stock exchange, there shall at the same time be forwarded to the secretary of that stock exchange such number of copies of each of those documents as the regulations of that stock exchange may require.
Subject to the Act, the Company may destroy:
provided that the Company may destroy any such type of document after such shorter period as the Board may determine if a copy of such document is retained by electronic means or other similar means which shall not be destroyed before the expiration of the relevant period and provided that adequate precautions against falsification and to share reproduction are taken.
It shall be conclusively presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made, that every instrument of transfer so destroyed was duly registered, that every share certificate so destroyed was a valid and effective certificate duly cancelled, that every other document so destroyed had been properly dealt with in accordance with its terms and was valid and effective in accordance with the particulars in the records of the Company, provided that:
Any Director or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Directors or any committee and any books, records, documents and accounts relating to the business of the Company and to certify copies of them or extracts from them as true copies or extracts and where any books, records, documents or accounts are elsewhere than at the Office, the local manager or other officer of the Company having the custody of them shall be deemed to be a person appointed by the Directors as aforesaid. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Directors or any committee which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company in reliance on them that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.
Any notice to be given to or by any person pursuant to these Articles shall be in writing (except that a notice convening a Board meeting need not be in writing) or shall be given using Electronic Communication to an address for the time being notified for that purpose to the person giving the notice provided that, in the case of Electronic Communications by the Company to the members which are made by means of a Website, no address need be notified for that purpose by the relevant member(s) to the Company. Nothing in Articles 148 (Notice to be in writing) to 153 (Notices) shall affect any requirements of the Act that any particular offer, notice or other document be served in any particular manner.
In this Part X of these Articles, "address" in relation to Electronic Communications includes any number, electronic mail address or other address used for the purposes of such communications.
The Company may give any notice, document (including a share certificate) or other information to a member, either personally or by sending it by post or other delivery service in a first class prepaid envelope addressed to the member at their registered address or by leaving it at that address. In the case of a member registered on an overseas branch Register any such notice, document or other information may be posted either in the British Isles or in the territory in which such branch Register is maintained. The Company may give any notice, document or other information to any member by using Electronic Communication to an address for the time being notified to the Company by the member provided that, in the case of Electronic Communications by the Company to the members which are made by means of a Website, no address need be notified for that purpose by the relevant member(s) of the Company.
If the Company sends a notice, document or other information to a member on two consecutive occasions over a period of at least 12 months and each of them is returned undelivered, or the Company receives notification that each of them has not been delivered, that member ceases to be entitled to receive notices, documents and information from the Company. A member who has ceased to be entitled to receive notices, documents and information from the Company pursuant to this Article 149.2 will become entitled to receive such notices, documents and information again by sending the Company a new postal address to be recorded in the Register or an address to which notices, documents or information may be sent or supplied to the member by Electronic Communications.
The Board may from time to time issue, endorse or adopt terms and conditions relating to the use of electronic means for the sending of notices, other documents and proxy appointments by the Company to members or persons entitled by transmission and by members or persons entitled by transmission to the Company.
In the case of Joint holders of a share all notices or documents shall be given to the joint holder whose name stands first in the Register in respect of the joint holding. Notice so given shall be sufficient notice to all the joint holders.
Where a member (or in the case of joint holders the person first named in the Register) has a registered address outside the British Isles but has notified the Company of an address within the British Isles at which notices or other documents may be given to him or an address to which notices may be sent using Electronic Communication, the person shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice or document from the Company.
Any notice to be given to a member may be given by reference to the Register as it stands at any time within the period of fifteen days before the notice is given (subject to the Uncertificated Regulations if the Company is then a participating issuer for the purposes of the Uncertificated Regulations) and no change in the Register after that time shall invalidate the giving of the notice.
The Company may, on receipt of such evidence as the Board may reasonably require to show title to that share, give notice to the person entitled to a share in consequence of the death, bankruptcy or mental disorder of a member or otherwise by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the deceased or trustee of the bankrupt or representative by operation of law or by any like description at the address (if any) within the British Isles supplied for the purpose by the person claiming to be so entitled. Until such an address has been so supplied a notice may be given in any manner in which it might have been given if the death, bankruptcy, operation of law or other event had not occurred. Such service of notice shall for all purposes be deemed a sufficient service of such notice on all persons interested in the share.
Any member present, in person or by proxy at any meeting of the Company or of the holders of any class of shares of the Company, shall be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was called.
Any notice, certificate or other document, addressed to a member at their registered address or address for service in the British Isles shall, if sent by post, be deemed to have been given at the expiration of twenty-four hours after the envelope was posted. In proving such service or delivery, it shall be sufficient to prove that the envelope containing the notice or document was properly addressed and put into the post as a prepaid letter.
Any notice, certificate or other document sent or supplied:
Such Electronic Communication shall be deemed received by the member on the deemed day of delivery notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member.
A document or information may be sent or supplied by the Company to the person or persons entitled by transmission to a share by sending it in any manner the Company may choose authorised by these Articles for the sending of a document or information to a member, addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any similar description at the address (if any) in the United Kingdom as may be supplied for that purpose by or on behalf of the person or persons claiming to be so entitled. Until such an address has been supplied, a document or information may be sent in any manner in which it might have been sent if the death or bankruptcy or other event giving rise to the transmission had not occurred.
Every person who, by operation of law, transfers or by any other means becomes entitled to a share shall be bound by any notice in respect of that share (other than in respect of an Information Notice) which, before their name is entered in the Register, has been duly given to a person from whom the person derives their title.
If at any time by reason of the threat of or of the suspension, interruption or curtailment of postal services within the British Isles, the Company need only give notice of a general meeting to those members with whom the Company can communicate by Electronic Communication and who have provided the Company with an address for this purpose. In this case, the Company will make available on its Website until the conclusion of the general meeting a copy of the notice of general meeting. If at least seven Clear Days before the meeting the posting of notices to postal addresses throughout the British Isles again becomes practicable, the Company may send confirmatory copies of the notice by post to those members to whom notice could not be given by electronic means.
The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.
If the Company is wound up, the surplus assets remaining after payment of all creditors are to be divided among the members in proportion to the capital which at the commencement of the winding up is paid up on the shares held by them respectively and, if such surplus assets are insufficient to repay the whole of the paid up capital, they are to be distributed so that as nearly as may be the losses are borne by the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article 154.2 is subject to the rights attached to any shares which may be issued on special terms or conditions.
If the Company is wound up the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may for that purpose value any assets and determine how the division shall be carried out as between the members or different classes of members. Any such division may be otherwise than in accordance with the existing rights of the members but if any division is resolved otherwise than in accordance with such rights the members shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to section 222 of the Companies Act 1931 (which provision applies to the Company (with statutory modification) pursuant to the Act).The liquidator may with the like sanction vest the whole or any part of the whole of the assets in trustees on such trusts for the benefit of the members as the person with the like sanction shall determine but no member shall be compelled to accept any assets on which there is a liability.
A special resolution sanctioning a transfer or sale to another company duly passed pursuant to section 222 of the Companies Act 1931 (which provision applies to the Company (with statutory modification) pursuant to the Act) may in the like manner authorise the distribution of any shares or other consideration receivable by the liquidator among the members otherwise than in accordance with their existing rights and any such determination shall be binding on all the members, subject to the right of dissent and consequential rights conferred by the said section.
Subject to the provisions of the Act, the Company and any group company may indemnify every current and former Director, alternate Director or other officer of the Company (other than an Auditor) to the fullest extent permitted by law.
Subject to the provisions of the Act, the Board may purchase and maintain insurance at the expense of the Company for the benefit of any person who is or was at any time a Director or other officer or employee of the Company or of any other company which is a Subsidiary or holding company of the Company or in which the Company has an interest whether direct or indirect or which otherwise is in any way allied to or associated with the Company or of any Subsidiary or holding company of the Company or of any such company or who is or was at any time a trustee of any pension fund or employee benefits trust in which any employee of the Company or of any such other company or Subsidiary is or has been interested indemnifying such person against any liability which may attach to him or loss or expenditure which the person may incur in relation to anything done or alleged to have been done or omitted to be done as a Director, officer, employee or trustee.
158.1. The Company, if it determines that a Shareholder Regulatory Event has occurred, may in its absolute discretion and at any time, by notice in writing to a holder of any shares in the Company to whom the Shareholder Regulatory Event relates (or to whom the Company reasonably believes it relates) or in whose shares a person is interested to whom the Shareholder Regulatory Event relates (or to whom the Company reasonably believes it relates), suspend with immediate effect (or with effect from such date as the notice may specify) all or some (as the notice specifies) of the following rights attaching to all or some (as the notice specifies) of the shares held by that shareholder:
purchase money and shall be paid (without any interest being payable thereon) to the former registered holder upon surrender by that person of the share certificate or other document of title in respect of the shares sold and formerly held by that person. The transferee shall not be bound to see the application of such proceeds and after the name of the transferee has been entered in the Register in respect of the shares, the validity of the proceedings shall not be questioned. Any delay on the part of the Company in the performance of the provisions of this Article 158 shall not invalidate the transfer of any shares made hereunder or any other process conducted under this Article 158. Save as otherwise specifically provided by this Article 158, the manner, timing and terms of any disposal by the Company shall be determined by the Company and the Company may take advice from such persons as are considered by it to be appropriate as to such manner, timing and terms and shall not be liable to any person for the consequences of reliance on such advice.
under any legislation regulating the operation of any betting, gaming or lottery activity undertaken or to be undertaken by the Company or any member of its group or any other Company, partnership or other business entity in which the Company or any member of its group is interested; or
from the operation by any other member of its group or any other Company, partnership or other business entity in which the Company or any member of its group is interested in any betting, gaming or lottery activity, or indicated to the Company or any member of its group or any other such Company, partnership or other business entity that it will or is likely to or may impose any such condition or limitation, in relation to; the grant, renewal, or the continuance of any registration, licence, approval, finding of suitability consent, or certificate required by any legislation regulating (or code of conduct or practice recognised or endorsed by the Gaming Regulatory Authority relevant to) the operation of any betting, gaming or lottery activity undertaken or to be undertaken by the Company or any member of its group or any other Company, partnership or other business entity in which the Company or any member of its group is interested, which is held by or has been applied for by the Company or any member of its group or other such person,
each individually referred to as a "Shareholder Regulatory Event".
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