Regulatory Filings • Jan 5, 2023
Regulatory Filings
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COMPANY NO. 05735966
of
(adopted by special resolution passed on 3 July 2014 and amended by special resolution passed on 27 February 2018[●] 2022)
The regulations in Table A in the schedule to the Companies (Table A to F) Regulations 1985 as in force at the date of incorporation of the Company shall not apply to the Company. Table A
This document comprises the Articles of Association of the Company and no regulations set out in any statute or statutory instrument concerning companies shall apply as Articles of Association of the Company. Exclusion of other regulations
In these Articles, except where the subject or context otherwise requires: Definitions
Act means the Companies Act 2006 including any modification or re-enactment of it for the time being in force;
Articles means these articles of association as altered from time to time by special resolution;
auditors means the auditors of the Company;
the board means the directors or any of them acting as the board of directors of the Company;
certificated share means a share in the capital of the Company that is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly;
clear days in relation to the sending of a notice means the period excluding the day on which a notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
Deferred Shares means the deferred shares in the capital of the Company having the rights set out in these Articles;
Company's website means the website, operated or controlled by the Company, which contains information about the Company in accordance with the Act;
Deferred Shareholder means any person entered in the register of members of the Company as the holder for the time being of any Deferred Shares;
director means a director of the Company;
dividend means dividend or bonus;
entitled by transmission means, in relation to a share in the capital of the Company, entitled as a consequence of the death or bankruptcy of the holder or otherwise by operation of law;
holder in relation to a share in the capital of the Company means the member whose name is entered in the register as the holder of that share;
Information Rights has the meaning given to such expression in section 146(3) of the Act;
member means a member of the Company;
Nomination Notice means a notice given by a member to the Company that another person is entitled to enjoy Information Rights and to receive Shareholder Information which that member is entitled to enjoy or to receive;
office means the registered office of the Company;
Ordinary Shares means the ordinary shares in the share capital of the Company;
Operator means a person operating a relevant system for the purposes of the Regulations;
Ordinary Shareholder means a person entered in the register of members of the Company as the holder for the time being of Ordinary Shares;
paid means paid or credited as paid;
participating security means a participating security for the purposes of the Regulations;
recognised person means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, each of which terms has the meaning given to it by section 778 of the Act;
register means either or both of the issuer register of members and the Operator register of members of the Company;
Regulations means the Uncertificated Securities Regulations 2001 including any modification or re-enactment of them for the time being in force;
seal means the common seal of the Company and includes any official seal kept by the Company by virtue of section 49 or 50 of the Act;
secretary means the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the duties of the secretary;
share means a share in the capital of the Company;
Shareholder Information means notices, documents or information which the Company wishes or is required to communicate to holders including, without limitation, annual reports and accounts, interim financial statements, summary financial statements, notices of meetings and proxy forms;
uncertificated share means (subject to Regulation 42(11)(a) of the Regulations) a share in the capital of the Company title to which is recorded on the Operator register of members of the Company and which may, by virtue of the Regulations, be transferred by means of a relevant system and references in these Articles to a share being held in uncertificated form shall be construed accordingly; and
United Kingdom means Great Britain and Northern Ireland.;
website communication means the publication of a notice or other Shareholder Information on the Company's website in accordance with Part 4 of Schedule 5 to the Act; and
working day means a day, except a Saturday, Sunday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 (c80) in England and Wales, on which banks are open for general business in London.
Referencesto a document or information being sent, supplied or given to or by a person mean such document or information, or a copy of such document or information, being sent, supplied, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these Articles, and sending, supplying and giving shall be construed accordingly.
References to writing mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise, and written shall be construed accordingly.
Nothing in these Articles shall preclude the holding and conducting of a meeting in such a way that persons who are not present together at the same place may by electronic means attend and speak and vote at it.
References to electronic facility mean a device, system, procedure, method or facility providing an electronic means of attendance at or participation in (or both attendance at and participation in) a general meeting determined by the board pursuant to Article 59.
Words denoting the singular number include the plural number and vice versa; words denoting the masculine one gendershall (where appropriate) include the feminine any other gender; and words denoting persons include corporations.references to bodies corporate and to unincorporated bodies of persons.
Any words or expressions defined in the Act or the Regulations (as in force at the time of adoption of these Articles) shall, if not inconsistent with the subject or context and unless otherwise expressly defined in these Articles, bear the same meaning in these Articles save that the word company shall include any body corporate.
Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Act have the same meaning as in the Act (but excluding any modification of the Act not in force at the date these Articles took effect) unless inconsistent with the subject or context.
Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Regulations have the same meaning as in the Regulations (but excluding any modification of the Regulations not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.
Subject to the preceding two paragraphs, references to any provision of any enactment or of any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) include any modification or re-enactment of that provision for the time being in force.
Headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles.
In these Articles, (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word board in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more directors, any director, any other officer of the Company and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated; (c) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where expressly
provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.
Conditions of issue of share warrants
The board may determine, and from time to time vary, the conditions on which share warrants to bearer shall be issued and, in particular, the conditions on which:
(a) a new warrant or coupon shall be issued in place of one worn-out, defaced, lost or destroyed (but no new warrant shall be issued unless the Company is satisfied beyond reasonable doubt that the original has been destroyed); or
The bearer of such a warrant shall be subject to the conditions for the time being in force in relation to the warrant, whether made before or after the issue of the warrant. Subject to those conditions and to the provisions of the Act, the bearer shall be deemed to be a member of the Company and shall have the same rights and privileges as he would have if his name had been included in the register as the holder of the shares comprised in the warrant.
The Company shall not be bound by or be compelled in any way to recognise any right in respect of the share represented by a share warrant other than the bearer's absolute right to the warrant. No right in relation to share
Exercise of Company's entitlementsin respect of uncertificated share
the provisions of the Act, the Regulations, these Articles and the facilities and requirements of the relevant system:
This Article applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in this Article the words "pursuant to the authority conferred by Article 12" were omitted.
pre-emptive issue means an offer of equity securities to Ordinary Shareholders or an invitation to Ordinary Shareholders to apply to subscribe for equity securities and, if in accordance with their rights the board so determines, holders of other equity securities of any class (whether by way of rights issue, open offer or otherwise) where the equity securities respectively attributable to the interests of Ordinary Shareholders or holders of other equity securities, if applicable are proportionate (as nearly as practicable) to the respective numbers of Ordinary Shares or other equity securities, as the case may be held by them, but subject to such exclusions or other arrangements as the board may deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws or regulations of any territory or the requirements of any regulatory body or stock exchange;
prescribed period means any period for which the authority conferred by Article 12 is given by ordinary or special resolution stating the section 551 amount and/or the power conferred by Article 13 is given by special resolution stating the section 561 amount;
section 551 amount means, for any prescribed period, the amount stated as such in the relevant ordinary or special resolution; and
section 561 amount means, for any prescribed period, the amount stated as such in the relevant special resolution.
Residual allotment Share dealing powers
14.Subject to the provisions of the Act relating to authority, pre-emption rights or otherwise , these Articles and of any resolution of the Company in general meeting passed pursuant to those provisions, and, in the case of redeemable shares, the provisions of Article 17:11, and without prejudice to the rights attaching to any existing shares or class of shares, the board may offer, allot (with or without a right of renunciation), issue, grant options over, reclassify or otherwise deal with or dispose of shares to such persons, at such time and for such consideration and upon such terms and conditions as the Board may determine.
(a) all shares for the time being in the capital of the Company shall be at the disposal of the board; and
17.Except asrequired by law, the Company shall recognise no person as holding any share on any trust and (except as otherwise provided by these Articles or by law) the Company shall not be bound by or recognise any interest in any share (or in any fractional part of a share) except the holder's absolute right to the entirety of the share (or fractional part of the share). Trusts not recognised
| Rights attaching to Deferred Shares |
18. The Deferred Shares shall not entitle the Deferred Shareholders to receive notice of or to attend or vote at any general meeting of the Company or (subject to the Act) at any meeting of the holders of any class of shares in the capital of the Company by virtue of their holdings of any such Deferred Shares. |
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| Automatic transfer of Deferred Shares |
19. Immediately following the adoption of these Articles, any Deferred Shares in issue as at the date of adoption of these Articles shall be automatically transferred to Trustcorp (Jersey) Limited for nil consideration. To give effect to any transfer of Deferred Shares from a Deferred Shareholder to Trustcorp (Jersey) Limited required pursuant to this Article, the Company may appoint any person as attorney for the Deferred Shareholder to transfer the Deferred Shares to Trustcorp (Jersey) Limited and do all such other things and execute and deliver all such documents as may in the opinion of the attorney or Trustcorp (Jersey) Limited be necessary or desirable to vest the Deferred Shares in Trustcorp (Jersey) Limited. |
| No Deferred Share certificates |
20. Notwithstanding Article 25, the Company shall not be obliged to issue a certificate to any Deferred Shareholder or Trustcorp (Jersey) Limited for any Deferred Shares. |
21.Subject to the provisions of the Act, if at any time the capital of the Company is divided into different classes of shares, the rights attached to any class may (unless otherwise provided by the terms of allotment of the shares of that class) be varied or abrogated, whether or not the Company is being wound up, either:
(a) with the written consent of the holders of three-quarters in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares), which consent shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the Company for that purpose, or in default of such specification to the office, and may consist of several documents, each executed or authenticated in such manner as the board may approve by or on behalf of one or more holders, or a combination of both; or
but not otherwise.
When rights deemed to be varied
22.For the purposes of Article 2314, if at any time the capital of the Company is divided into different classes of shares, unless otherwise expressly provided by the rights attached to any share or class of shares, those rights shall be deemed to be varied by:
(a) the reduction of the capital paid up on that share or class of shares otherwise than by a purchase or redemption by the Company of its own shares; and
but shall not be deemed to be varied by:
Any two or more certificates representing shares of any one class held by any member may at the member's request be cancelled and a single new certificate for such shares issued in lieu without charge. In the case of shares held jointly by several person, any such request may only be made by the joint holder who is named first in the register.
The Company shall not be bound to issue more than one certificate for certificated shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. Shares of different classes may not be included in the same certificate.
28.The net proceeds of the sale, after payment of the costs, shall be applied in or towards payment or satisfaction of so much of the sum in respect of which the lien exists as is presently payable. Any residue shall (if the share sold is a certificated share, on surrender to the Company for cancellation of the certificate in respect of the share sold , or the provision of such evidence or indemnity as the board may think fit, and, whether the share sold is a certificated or uncertificated share, subject to a like lien for any moneys not presently payable as existed on the share before the sale) be paid to the holder of (or person entitled to by transmission to) the share at the date of the sale. Application of proceeds
Power to make
calls
be required to be paid by instalments. A call may be revoked in whole or part and the time fixed for payment of a call may be postponed in whole or part as the board may determine. A person on whom a call is made shall remain liable for calls made on him that person even if the shares in respect of which the call was made are subsequently transferred.
36.If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable, the board may give the person from whom it is due not less than 14 clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited. Notice requiring payment of call
37.If that notice is not complied with, any share in respect of which it was sent may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the board. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited share which have not been paid before the forfeiture. When a share has been forfeited, notice of the forfeiture shall be sent to the person who was the holder of the share before the forfeiture. Where the forfeited share is held in certificated form, an entry shall be made promptly in the register opposite the entry of the share showing that notice has been sent, that the share has been forfeited and the date of forfeiture. No forfeiture shall be invalidated by the omission or neglect to send that notice or to make those entries. Forfeiture for non-compliance
38.Subject to the provisions of the Act, a forfeited share shall be deemed to belong to the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the board determines, either to the person who was the holder before the forfeiture or to any other person. At any time before sale, re-allotment or other disposal, the forfeiture may be cancelled on such terms as the board thinks fit. Where for the purposes of its disposal a forfeited share held in certificated form is to be transferred to any person, the board may authorise any person to execute an instrument of transfer of the share to that person. Where for the purposes of its disposal a forfeited share held in uncertificated form is to be transferred to any person, the board may exercise any of the Company's powers under Article 119. The Company may receive the consideration given for the share on its disposal and may register the transferee as holder of the share. Sale of forfeited shares
Liability following forfeiture
39.A person shall cease to be a member in respect of any share which has been forfeited and shall, if the share is a certificated share, surrender the certificate for any forfeited share to the Company for cancellation. The person shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him them to the Company in respect of that share with interest on that amount at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the rate determined by the board, not exceeding 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act),from the date of forfeiture until payment. The board may waive payment wholly or in part or enforce payment without any allowance for the value of the share at the time of forfeiture or for any consideration received on its disposal.
40.The board may accept the surrender of any share which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited. Surrender
41.The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the person whose share is forfeited and the Company, except only those rights and liabilities expressly saved by these Articles, or as are given or imposed in the case of past members by the Act. Extinction of rights
Evidence of forfeiture or surrender
Form and execution of transfer of certificated shareshares
Transfers of partly paid Refusal to register transfers of certificated shares Invalid transfers of certificated shares
44.The board may, in its absolute discretion, refuse to register the transfer of a certificated share which is not fully paid, provided that the refusal does not prevent dealings in shares in the Company from taking place on an open and proper basis.
45.The board may also refuse to register the transfer of a certificated share unless the instrument of transfer:
(a) is lodged, (duly stamped (if stampable), if the Act so requires, or duly certificated or otherwise shown to the satisfaction of the board to be exempt from stamp duty) at the office or at another place appointed by the board accompanied by the certificate for the share to which it relates and such other evidence as the board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on the transferor's behalf, the authority of that person to do so) provided that, in the case of a transfer by a recognised person where a certificate has not been issued in respect of the share, the lodgment of share certificates shall not be necessary;
Transfers by recognised persons
Transfer of uncertificated shares
Subject to any applicable restrictions in these Articles, uncertificated shares may be transferred by means of a relevant system in accordance with, and subject to, the Regulations and, accordingly, no provision of these Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a share certificate for such share.
Registration of transfers of uncertificated shares may be refused in the circumstances set out in the Regulations, including where the number of joint holders to whom the share is to be transferred exceeds four. Refusal to register transfers of uncertificated shares
Elections permitted 47. 51.A person becoming entitled by transmission to a share may, on production of any evidence as to his their entitlement properly required by the board, elect either to become the holder of the share or to have another person nominated by him them registered as the transferee. If he holder. If the person entitled by transmission elects to become the holder he , they shall send notice in writing to the Company to that effect. If he the person entitled by transmission elects to have another person registered and the share is a certificated share, he they shall execute an instrument of transfer of the share to that other person. If he the person entitled by transmission elects to be registered or have himself or another person registered and the share is an uncertificated share, he they shall take any action the board may require (including without limitation the execution of any document and the giving of any instruction by means of a relevant system) to enable himself themselves or that other person to be registered as the holder of the share. All the provisions of these Articles relating to the transfer of shares apply to that notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member or other event giving rise to the transmission had not occurred.
Rights of persons entitled by transmission
Fractions arising
Subject to the Act and these Articles, the Company may purchase any of its own shares of any class and make a payment in respect of the purchase of its own shares whether out of its distributable profits or out of the proceeds of a fresh issue of shares.
Subject to the Act, the Company shall be entitled to purchase the Deferred Shares for a sum of £1 in aggregate paid pro-rata to each Deferred Shareholder.
58.The board shall convene and the Company shall hold general meetings as annual general meetings in accordance with the requirements of the Act. Annual general meetings
For the purposes of this Article, where a person is present by proxy or proxies, he the person is treated only as holding the shares in respect of which those proxies are authorised to exercise voting rights.
- The board shall determine in relation to each general meeting the means of attendance at and participation in the meeting, including whether the persons entitled to attend and participate in the general meeting shall be enabled to do so by
simultaneous attendance and participation at a physical place (or places, in accordance with Article 69) anywhere in the world determined by it, or in addition by means of electronic facility or facilities determined by it in accordance with Article 59.
Subject to the requirements of the Act and without prejudice to Article 71, the board may make such arrangements as theymay decide in connection with the facilities for participation by electronic means in a hybrid meeting. In the case of a hybrid meeting, the provisions of these Articles shall be treated as modified topermit any such arrangements and, in particular: Arrangements for hybrid meetings
(a) references in these Articles to attending and being present at the meeting, including in relation to the quorum for the meeting and the right to vote at the meeting, shall be treated as including participating in the meeting by electronic means;
but under no circumstances shall the inability of one or more members or proxies to access, or continue to access, the facilities for participation in the meeting despite adequate facilities being made available by the Company, affect the validity of the meeting or any business conducted at the meeting, provided that the meeting is quorate;
| (c) | all resolutions put to members at a hybrid meeting, including in relation to procedural matters, shall be decided on a poll and such poll votes may be cast by such means as the board in its absolute discretion considers appropriate for a hybrid meeting; |
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| (d) | the board may authorise any voting application, system or facility in respect of the electronic platform for a hybrid meeting as they may see fit; and |
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| (e) | if it appears to the chair of the meeting that the electronic facilities for a hybrid meeting have become inadequate for the purpose of holding the meeting then the chair of the meeting may, with or without the consent of the meeting, pause, interrupt or adjourn the meeting (before or afterit has started)and the provisions in Article 83 shall apply to any such adjournment. All business conducted at the hybrid meeting up to the point of the adjournment shall be valid. |
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| Electronic participation |
60. to access these |
In relation to electronic participation at a general meeting, the right of a member participate electronically shall include without limitation the right to speak in the manner set out in Article 59(b)(ii), vote on a poll, be represented by a proxy and have (including electronic access) to all documents which are required by the Act or Articles to be made available at the meeting. |
| Change in form and/or time of hybrid meeting |
61. (or time available |
If, after the sending of notice of a hybrid meeting but before the meeting is held after the adjournment of a hybrid meeting but before the adjourned meeting is held), the board considers that it is impracticable or unreasonable to hold the meeting at the specified in the notice of meeting using the electronic facilities stated in the notice of meeting or made available prior to the meeting, they may change the meeting to a physical meeting, change the electronic facilities (and make details of the new facilities in the manner stated in the notice of meeting), and/or postpone the time at which the meeting is to be held. |
| Form of adjourned or postponed meeting |
62. which |
An adjourned general meeting or postponed general meeting may be held as a physical meeting or a hybrid meeting irrespective of the form of the general meeting was adjourned or postponed. |
| Power of the board and chair to impose requirements and restrictions |
63. any |
The board or the chair of the meeting may make any arrangement and impose requirement or restriction the board or the chair considers appropriate to ensure the security of the hybrid meeting, or the health and safety of those attending it, including, without limitation, requirements for evidence of identity that is: |
| (a) | necessary to ensure the identification of those taking part and the security of the electronic communication, and |
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| (b) | proportionate to those objectives. | |
| NOTICE OF GENERAL MEETINGS |
An annual general meeting shall be called by at least 21 clear days' notice in writing. Subject to the provisions of the Act, all other general meetings may be called by at least 14 clear days' notice in writing or by not less than such minimum period as is permitted by the Act. Period of notice
62.Subject to the provisions of the Act, to the provisions of these Articles and to any restrictions imposed on any shares, the notice shall be sent to every member and every director. The auditors are entitled to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive. Recipients of notice
63.Subject to the provisions of the Act, the notice shall specify the time, date and place of the meeting (including without limitation any satellite meeting place arranged for the purposes of Article 68, which shall be identified as such in the notice) and the general nature of the business to be dealt with.: Contents of notice: general
(a) the time, date and place of the meeting (including without limitation any satellite meeting place arranged for the purposes of Article 69, which shall be identified as such in the notice),
Contents of notice: additional requirements 67. 64.In the case of an annual general meeting, the notice shall specify the meeting as such. In the case of a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution.
Article 70 71 arrangements 68. 65.The notice shall include details of specify any arrangements made for the purpose of Article 70 71 (making clear that participation in those arrangements will not amount to attendance at the meeting to which the notice relates).
General meetings at more than one place
(a) participate in the business for which the meeting has been convened;
The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.
Interruption or adjournment where facilities Where physical meeting place inadequate to accommodate all members
If it appears to the chair that the physical meeting place specified in the notice convening the meeting has become inadequate to accommodate all members entitled and wishing to attend, the meeting shall nevertheless be duly constituted and its proceedings valid provided that the chair is satisfied that adequate facilities are available to ensure that any member who is unable to be accommodated is nonetheless able to participate in the business for which the meeting has been convened.
If it appears to the chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place have become inadequate for the purposes referred to in Article 68, then the chairman 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 81 shall apply to that adjournment.
Other arrangements for viewing and hearing proceedingsgene ral meetings
68.The Without prejudice to Article 59, the board may make arrangements for persons entitled to attend and participate in a general meeting or an adjourned general meeting to be able to view and hear the proceedings of the general meeting or adjourned general meeting and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. Those If the general meeting is only held as a physically meeting and not as a hybrid meeting, those attending at any such venue shall not be regarded as present at the general meeting or adjourned general meeting and shall not be entitled to vote at the meeting at or from that venue. The inability for any reason of any member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the physical general meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting.
69.The board may from time to time make any arrangements for controlling the level of attendance at any venue for which arrangements have been made pursuant to Article 70 71 (including without limitation the issue of tickets or the imposition of some other means of selection) it in its absolute discretion considers appropriate, and may from time to time change those arrangements. If a member, pursuant to those arrangements, is not entitled to attend in person or by proxy or by representative (in the case of a corporate member) at a particular venue, he such member shall be entitled to attend in person or by proxy or by representative at any other venue for which arrangements have been made pursuant to Article 7071. The entitlement of any member to be present at such venue in person or by proxy shall be subject to any such arrangement then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting. Controlling level of attendance
Change in place and/or time of meeting
If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the board decidesin its absolute discretion that it is impracticable or unreasonable, for a reason beyond its control, to hold the meeting at the declared place (or any of the declared places, in the case of a meeting to which Article 68 69 applies) and, if applicable, the electronic platform(s) set out in the notice of the meeting and/or date and/or time, it may change the time, date or place (or any of the places, in the case of a meeting to which Article 68 69 applies) and/, if applicable, electronic platforms(s), or postpone the time at which the meeting is to be held(or both). If such a decision is made, the board may then change the time, date or place (or any of the places, in the case of a re-arranged meeting to which Article 68 69 applies) and/, if applicable, the electronic platform(s), or postpone the time re-arranged meeting again if it decidesthat it is reasonable to do so. In either case:each case, subject to the Act, an announcement of the place, date and time and, if applicable, electronic platform(s) of the re-arranged meeting will, if practical, be advertised in such manner as the board, in its absolute discretion, may determine. Notice of the business of the meeting does not need to be given again. The board must take reasonable steps to ensure that any member trying to attend the meeting at the original time, date and place and, if applicable, electronic platform is informed of the new arrangements. If a meeting is re-arranged in this way, proxy forms can be delivered as specified in Articles 108 to 112 (inclusive).
(a) no new notice of the meeting need be sent, but the board shall, if practicable, advertise the date, time and place of the meeting in at least two newspapers having a national circulation and shall make arrangements for notices of the change of place and/or postponement to appear at the original place and/or at the original time; and
(b) a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, be delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 108(a) or, if in electronic form, be received at the address (if any) specified by or on behalf of the Company in accordance with Article 108(b), at any time not less than 48 hours before the postponed time appointed for holding the meeting provided that the board may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day.
71.For the purposes of Articles 68, 69, 70, 71 , 72 and 7273, the right of a member to participate in the business of any general meeting shall include without limitation the right to speak, vote on a show of hands in the manner set out in Article 59(b)(ii), vote on a poll, be represented by a proxy and , have access to all documents which are required by the Act or these Articles to be made available at the meeting, and in relation to physical general meetings, vote on a show of hands. Meaning of participate
Accidental omission to send notice etc.
or the non-receipt for any reason of any such notice, resolution or notification or form of proxy by that person, whether or not the Company is aware of such omission or nonreceipt, shall not invalidate the proceedings at that meeting.
For the purposes of this Article a "qualifying person" means (i) an individual who is a member of the Company, (ii) a person authorised under the Act to act as a representative of the corporation in relation to the meeting, or (iii) a person appointed as proxy of a member in relation to the meeting.
meeting may determine. The adjourned meeting shall be dissolved if a quorum is not present within 15 minutes (or such longer time not exceeding 30 minutes as the chair of the meeting may decide to wait) after the time appointed for holding the meeting.
Directors entitled to speak
Adjournment: chairman's chair's powers 82. 78.The chairman chair may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place. No business shall be dealt with at an adjourned meeting other than business which might properly have been dealt with at the meeting had the adjournment not taken place. In addition (and without prejudice to the chairman's chair's power to adjourn a meeting conferred by Article 69Articles 59(e) and 70), the chairman chair may adjourn the meeting to another time and place with such means of attendance and participation (including at such place and/or by means of such electronic facility) without such consent if it appears to him them that:
(c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.
79.No business shall be dealt with at an adjourned meeting other than business which might properly have been dealt with at the meeting had the adjournment not taken place. Any such adjournment may, subject to the provisions of the Act, be for such time and to such other place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such other places) as the chairman chair may, in his their absolute discretion determine, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. Any such member may nevertheless appoint a proxy for the adjourned meeting either in accordance with Article 108 112 or by means of a document in hard copy form which, if delivered at the meeting which is adjourned to the chairman chair or the secretary or Adjournment: procedures
any director, shall be valid even though it is given at less notice than would otherwise be required by Article 108(a112(a). 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 and place (or places, in the case of a meeting to which Article 68 applieswith such means of attendance and participation (including at such place and/or by means of such electronic facility) of 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.
80.If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairmanchair, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chairmanchair, an amendment may be withdrawn by its proposer before it is voted on. No amendment to a resolution duly proposed as a special resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error). No amendment to a resolution duly proposed as an ordinary resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error) unless either: Amendmentsto resolutions
(a) at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered (which, if the board so specifies, shall be calculated taking no account of any part of a day that is not a working day), notice of the terms of the amendment and the intention to move it has been delivered in hard copy form to the office or to such other place as may be specified by or on behalf of the Company for that purpose, or received in electronic form at such address(if any) for the time being specified by or on behalf of the Company for that purpose, or
(b) the chairman in his chair in their absolute discretion decidesthat the amendment may be considered and voted on.
81.A Subject to Article 59(c), a resolution put to the vote of a general meeting shall be decided on a show of hands unless before, or on the declaration of the result of, a vote on the show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded by: Methods of voting
(a) the chairman chair of the meeting; or
(d) any member or members present in person or by proxy or by representative (in the case of a corporate member) holding shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than 10% of the totalsum paid up on all the shares conferring that right (excluding any shares conferring a right to vote on the resolution which are held as treasury shares).
The appointment of a proxy to vote on a matter at a meeting authorises the proxy to demand, or join in demanding, a poll on that matter. In applying the provisions of this Article, a demand by a proxy counts (i) for the purposes of paragraph (b) of this Article, as a demand by the member, (ii) for the purposes of paragraph (c) of this Article, as a demand by a member representing the voting rights that the proxy is authorised to exercise, and (iii) for the purposes of paragraph (d) of this Article, as a demand by a member holding the shares to which those rights are attached.
87.Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective. Effectiveness of special resolutions
88.Subject to any rights or restrictions attached to any shares, on a vote on a resolution on a show of hands: Right to vote on a show of hands
(a) every member who is present in person shall have one vote;
91.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 by the member's guardian, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised for that purpose appointed by that court or official. That receiver, curator bonis or other and that person may, on a show of hands or on a poll, vote by proxy. The right to vote shall be exercisable only if evidence satisfactory to the board of the authority of the person claiming to exercise the right to vote has been delivered to the office, or another place specified in accordance with these Articles for the delivery of proxy appointments, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised provided that the Company may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day. Member under incapacity
92.No member shall be entitled to vote at a general meeting or at a separate meeting of the holders of any class of shares in the capital of the Company, either in person or by proxy or by representative (in the case of a corporate member), in respect of any share held by him the member unless all moneys presently payable by him them in respect of that share have been paid. Callsin arrears
Section 793 of the Act: restrictionsif in default
93.If at any time the board is satisfied that any member, or any other person appearing to be interested in shares held by such member, has been duly served with a notice under section 793 of the Act (a section 793 notice) and is in default for the prescribed period in supplying to the Company all or any part of the information thereby required, or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the board may, in its absolute discretion at any time thereafter by notice (a direction notice) to such member direct that:
(a) in respect of the shares in relation to which the default occurred (the default shares, which expression includes any shares issued after the date of the section 793 notice in respect of those shares) the member shall not be entitled to attend or vote either personally or by proxy or by representative at a general meeting or at a separate meeting of the holders of that class of shares or on a poll not to exercise any other right conferred by membership in relation to any such meeting or poll; and
(i) no payment shall be made by way of dividend and no share shall be allotted pursuant to Article 183;
(C) registration of the transfer transfaer is required by the Regulations.,
(and, for the purpose of ensuring this Article 97(b)(ii) can apply to all shares held by the holder, the Company may, in accordance with the Regulations, issue a written notification to the Operator requiring the conversion into certificated form of any shares held by the holder in uncertificated form).
Copy of notice to interested persons
New shares issued in right of default shares
95.Any direction notice shall cease to have effect not more than seven daysafter the earlier of receipt by the Company of:
(a) a notice of an approved transfer, but only in relation to the shares transferred; or
Board may cancel restrictions
96.The board may at any time send a notice cancelling a direction notice.
Conversion of uncertificated shares
provisions
97.The Company may exercise any of its powers under Article 11 9 in respect of any default share that is held in uncertificated form.
98.For the purposes of this Article and Articles 95, 96, 97, 98 , 100, 101 and 99102: Supplementary
(a) a person shall be treated as appearing to be interested in any shares if the member holding such shares has sent to the Company a notification under section 793 of the Act which either (i) names such person as being so interested or (ii) fails to establish the identities of all those interested in the shares, and
(after taking into account the said notification and any other relevant section 793 notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares;
On a poll, a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. Voting: additional provisions
- If a member or their duly appointed representative or proxy present at a general meeting votes on a poll, such member or duly appointed representee or proxy does not need to use all their votes or cast all the votes in the same way.
103.The appointment of a proxy shall be made in writing and shall be in any usual form or in any other form which the board may approve. Subject thereto, the appointment of a proxy may be: Appointment of proxy: form
(a) in hard copy form; or
106.Without prejudice to Article 72(b) or to the second sentence of Article 81, the The appointment of a proxy shall: Delivery/receipt of proxy appointment
(a) if in hard copy form, be delivered by hand or by post to the office or such other place within the United Kingdom and by such time as may be specified by or on behalf of the Company for that purpose:
provided that:
(iii) the time so specified may not be earlier than 48 hours before the time appointed for holding the meeting or adjourned meeting (or any postponed time appointed for holding the meeting pursuant to Article 7273) at which the person named in the appointment proposes to vote; and
provided that:
In calculating the periods mentioned in this Article, the board may specify, in any case, that no account shall be taken of any part of a day that is not a working day.
Authentication of proxy appointment not made by holder
107.Subject to the provisions of the Act, where the appointment of a proxy is expressed to have been or purports to have been made,sent or supplied by a person on behalf of the holder of a share:
(a) the Company may treat the appointment as sufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder; and
(b) that holder shall, if requested by or on behalf of the Company at any time, send or procure the sending of reasonable evidence of the authority under which the appointment has been made,sent or supplied (which may include a copy of such authority certified notarially or in some other way approved by the board), to such address and by such time as may be specified in the request and, if the request is not complied with in any respect, the appointment may be treated as invalid.
108.A proxy appointment which is not delivered or received in accordance with Article 108 112 shall be invalid. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one that was last delivered or received shall be treated as replacing or revoking the others as regards that share, but if the Company is unable to determine which of any such two or more valid but differing instruments of proxy was so deposited, delivered or received last in time, none of them shall be treated as valid in respect of that share, provided that if the Company determines that it has insufficient evidence to decide whether or not a proxy appointment isin respect of the same share, it shall be entitled todetermine which proxy appointment (if any) is to be treated as valid. Subject to the Act, the Company may determine at its discretion when a proxy appointment shall be treated as delivered or received for the purposes of these Articles. Validity of proxy appointment
109.A proxy appointment shall be deemed to entitle the proxy to exercise all or any of the appointing member's rights to attend and to speak and vote at a meeting of the Company in respect of the shares to which the proxy appointment relates. The proxy appointment shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates. Rights of proxy
110.The Company shall not be required to check that a proxy or corporate representative votes in accordance with any instructions given by the member by whom he is appointed. Any failure to vote as instructed shall not invalidate the proceedings on the resolution.
111.Any corporation which is a member of the Company (in this Article the grantor) may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any separate meeting of the holders of any class of shares. A director, the secretary or other person authorised for the purpose by the secretary may require all or any of such persons to produce a copy, or, if required by the board, a certified copy , of the resolution of authorisation before permitting him the person to exercise his their powers. Such person is entitled to exercise (on behalf of the grantor) the same powers as the grantor could exercise if it were an individual member of the Company. Where a grantor authorises more than one person: Corporate representatives
(a) on a vote on a resolution on a show of hands at a physical general meeting of the Company, each authorised person has the same voting rights as the grantor would be entitled to; and
When two or more valid but differing resolutions authorising any person or persons to act as the representative of any corporation are produced, the resolution, a copy of which is delivered to the Company last in time (regardless of the date upon which the resolution was passed), shall be treated as revoking and replacing all other such authorities as regards that share, provided that if the Company is unable to determine which of any such two or more valid but differing resolutions was so deposited last in time, none of them shall be treated as valid in respect of that share. The authority granted by any such resolution shall, unless the contrary is stated in the copy thereof delivered to the Company, be treated as valid for any adjournment of any meeting at which such authority may be used as well as at such meeting.
112.The termination of the authority of a person to act as a proxy or duly authorised representative of a corporation does not affect: Revocation of authority
(a) whether he such person counts in deciding whether there is a quorum at a meeting;
unless notice of the termination was either delivered or received as mentioned in the following sentence at least 24 hours before the start of the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Such notice of termination shall be either by means of a document in hard copy form delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 108(a112(a) or in electronic form received at the address specified by or on behalf of the Company in accordance with Article 108(b112(b), regardless of whether any relevant proxy appointment was effected in hard copy form or in electronic form.
Limits on number of directors
At every annual general meeting held after the first annual general meeting after the date of adoption of these Articles all the directorsat the date of the notice convening the annual general meeting shall retire from office. Number of directors to retire
Each director shall be subject to annual re-election by the members. Annual reelection
Re-election and retention of office
A director who retires at an annual general meeting may, if willing to act, be reelected. If the director is not re-elected or deemed to be re-elected, such director shall, unless Article 124 applies, retain office until the meeting elects someone in their place, or if it does not do so, until the end of the meeting.
115.If the Company does not fill the vacancy at the meeting at which a director retires, the retiring director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the director is put to the meeting and lost. When director deemed to be reappointed
116.No person other than a retiring director shall be appointed a eligible for election to the office of director at any general meeting unless: Eligibility for election
(a) he such person is recommended by the board; or
all retiring directors who stood for re-appointment re-election at that meeting (the Retiring Directors) shall be deemed to have been re-appointed re-elected as directors and shall remain in office, but the Retiring Directors may only:
but not for any other purpose.
Provisionsfor meeting convened under Article 119124
Separate resolutions on appointment
Additional powers of the Company
120.Subject as aforesaid, the Company may by ordinary resolution appoint a person who is willing to act to be a director either to fill a vacancy or as an additional director. The appointment , but so that the total number of directors shall not at any time exceed the maximum number fixed by these Articles. The election of a person to fill a vacancy or as an additional director shall take effect from the end of the meeting . at which that person is elected.
The board may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director and in either case whether or not for a fixed term.
Appointment by board Position of retiring directors
The board may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director and in either case whether or not for a fixed term, but so that the total number of directorsshall not at any time exceed the maximum number fixed by these Articles. Any director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for election, and unless so elected shall vacate office at the conclusion of such meeting.
A director who retires at an annual general meeting may, if willing to act, be reappointed. If he is not re-appointed, he shall, unless Article 119 applies, retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.
No share qualification 129. 123.A director shall not be required to hold any shares in the capital of the Company by way of qualification.
Power to appoint alternates
Alternates entitled to receive notice 130. 124.Any director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the board and willing to act, to be an alternate director and may remove from office an alternate director so appointed by him.
Alternates representing more than one director
126.A director or any other person may act as alternate director to represent more than one director, and an alternate director shall be entitled at meetings of the board or any committee of the board to one vote for every director whom he such alternate represents (and who is not present) in addition to his their own vote (if any) as a director, but he such alternate director shall count as only one for the purpose of determining whether a quorum is present.
127.An alternate director may be repaid by the Company such expenses as might properly have been repaid to him if he them if they had been a director but shall not be entitled to receive any remuneration from the Company in respect of his their services as an alternate director except such part (if any) of the remuneration otherwise payable to his their appointor as such appointor may by notice to the Company from time to time direct. An alternate director shall be entitled to be indemnified by the Company to the same extent as if he they were a director. Expenses and remuneration of alternates
Method of appointment and revocation 135. 129.Any appointment or removal of an alternate director shall be by notice to the Company by the director making or revoking the appointment and shall take effect in accordance with the terms of the notice (subject to any approval required by Article 126130) on receipt of such notice by the Company which shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the Company for that purpose.
Alternate not an agent of appointor
Business to be managed by board
Exercise by Company of voting rights
Power to borrow
| Delegation of powers of the |
140. | The board may delegate any of its powers to: |
|---|---|---|
| board | (a) | any committee consisting of one or more directors; or |
| (b) | any director holding any executive office. |
|
Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers delegated. Any such delegation may be made subject to any conditions the board may impose and either collaterally with or to the exclusion of its own powers and may be revoked or altered, but no person dealing in good faith and without notice of such revocation or variation shall be affected by it.
Committees of the board
134.The board may delegate any of its powers to any committee consisting of one or more directors. The board may also delegate to any director holding any executive office such of its powers as the board considers desirable to be exercised by him. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers delegated and may be made subject to such conditions as the board may specify, and may be revoked or altered. The Where the board has delegated any of its powers to a committee, the board may co-opt on to any such committee persons other than directors, who may enjoy voting rights in the committee. The co-opted members shall be comprise less than one-half of the total membership of the committee and a resolution of any committee shall be effective only if:
(a) where the resolution is passed at a meeting of the committee, a majority of the members present are directors; and
Subject to any conditions or rules of procedure imposed by the board, the proceedings of a committee with that is comprised of two or more members to which the board has delegated any of its powers shall be governed by these Articles regulating the proceedings of directors so far as they are capable of applying.
135.The board may establish local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of the local or divisional boards, or any managers or agents, and may fix their remuneration. The board may delegate to any local or divisional board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the board, with power to subdelegate, and may authorise the members of any local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any appointment or delegation made pursuant to this Article may be made on such terms and subject tosuch conditions as the board may decideimpose and either collaterally with or to the exclusion of its own powers. The board may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. Local boards etc.
136.The board may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes, with such powers, authorities and discretions (not exceeding those vested in the board) and on such conditions as the board determines, including without limitation authority for the agent to delegate all or any of his the agent's powers, authorities and discretions, and may revoke or vary such delegation. Agents
Offices including title "director"
"director" in the designation or title of any such office or employment shall not imply that the holder is a director of the Company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a director of the Company for any of the purposes of these Articles.
Power of Company to remove director
Resolution of the board regarding removal
A resolution of the board declaring a director to have vacated or have been removed from office under the terms of Article 145 and Article 146 shall be conclusive as to the fact and grounds of vacation or removal stated in the resolution.
Upon termination of a director's appointment for any reason, such director shall cease to be a member of any committee. Termination of committee membership
Arrangements with nonexecutive directors
Ordinary
140.Subject to the provisions of the Act, the board may enter into, vary and terminate an agreement or arrangement with any director who does not hold executive office for the provision of his their services to the Company. Subject to Article 143 150 and 144Article 151, any such agreement or arrangement may be made on such terms as the board determines.
141.The ordinary remuneration of the directors who do not hold executive office for their services (excluding amounts payable under any other provision of these Articles) shall not exceed in aggregate £1 million per annum or such higher amount as the Company may from time to time by ordinary resolution determine. Subject thereto, each such directorshall be paid a fee for their services (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the board. remuneration
Additional remuneration for special services
Termination of appointment to executive office 154. 145.An executive director shall not be exempt from annual re-election. Any appointment of a director to an executive office shall terminate if he such person ceases to be a director but without prejudice to any rights or claims which he such person may have against the Company by reason of such cessation. A director appointed to an executive office shall not cease to be a director merely because his their appointment to such executive office terminates.
Emolumentsto be determined by the board
147.A director seeking authorisation for a Conflict shall declare to the board the nature and extent of their interest and shall provide the board with such details of the Conflict as are necessary for the board to decide how to address the Conflict, together with such additional information as the board may request. The relevant director and any other director with a similar interest may, if the other directors so decide, be excluded from the board meeting while the Conflict is under consideration.
Any such authorisation will be effective only if:
Terms applying to authorisation under s175 of the Act
The board may (whether at the time of the giving of the authorisation or subsequently) make any such authorisation subject to any limits or conditions it expressly imposes but such authorisation is otherwise given to the fullest extent permitted. The board may vary or terminate any such authorisation at any time. Such terms may include, without limitation, terms that:
(a) the relevant directors will not be obliged to disclose to the Company or use for the benefit of the Company any confidential information received by the director otherwise than by virtue of the director's position as a director, if to do so would breach any duty of confidentiality to a third party;
A director shall comply with any obligation imposed on the director by the board pursuant to any such authorisation.
For the purposes of the Articles, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests.
Director may contract with the Company and hold other offices etc
Declarations of director's interest relating to transactions or arrangements
(b) hold any office with the Company (except as auditor) in conjunction with their office of director for such period and upon such terms, including as to remuneration, as the board may decide;
(c) (b)may act by himself or his alone or by their firm in a professional capacity for the Company (otherwise than as auditor) and he or his such director or their firm shall be entitled to remuneration for professional services as if he such director were not a director; and
The board may resolve that any situation referred to in this Article 158 and disclosed to them thereunder shall also be subject to such terms as they may determine including, without limitation, the terms referred to in Article 157.
149.A director shall not, by reason of his their office, be accountable to the Company for any remuneration or other benefit which he derives they derive from any office or employment or from any transaction or arrangement or from any interest in any body corporate: Remuneration, benefits etc.
(a) the acceptance, entry into or existence of which has been approved by the board pursuant to Article 149 156 (subject, in any such case, to any limits or conditions to which such approval was subject); or
nor shall the receipt of any such remuneration or other benefit constitute a breach of his their duty under section 176 of the Act.
Duty of confidentiality to another person
(a) to disclose any such information to the board or to any director or other officer or employee of the Company; and/or
(b) to use or apply any such information in performing his their duties as a director of the Company.
152.Where the existence of a director's relationship with another person has been approved by the board pursuant to Article 149 156 and his their relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he owes they owe to the Company by virtue of sections 171 to 177 of the Act because hethey: Consequences of authorisation
(a) absents himself are absent from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or
for so long as he they reasonably believes believe such conflict of interest or possible conflict of interest subsists.
Without prejudice to equitable principles or rule of law
153.The provisions of Articles 153 161 and 154 162 are without prejudice to any equitable principle or rule of law which may excuse the director from:
(a) disclosing information, in circumstances where disclosure would otherwise be required under these Articles; or
Gratuities and pensions
154.The board may (by establishment of, or maintenance of, schemes or otherwise) provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present director or employee of the Company or any of its subsidiary undertakings or any body corporate associated with, or any business acquired by, any of them, and for any member of his their family (including a spouse, a civil partner, a former spouse and a former civil partner) or any person who is or was dependent on himsuch director or employee, and may (as well before as after he such director or employee ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
155.Without prejudice to the provisions of Article 221236, the board may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was: Insurance
(a) a director, officer or employee of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or
including without limitation insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of his their duties or in the exercise or purported exercise of his their powers or otherwise in relation to his their duties, powers or offices in relation to the relevant body or fund.
Convening meetings
158.Subject to the provisions of these Articles, the board may regulate its proceedings asit thinks fit. A director may, and the secretary at the request of a director shall, call a meeting of the board by giving notice of the meeting to each director. Notice of a board meeting shall be deemed to be given to a director if it is given to him the director personally or by word of mouth or sent in hard copy form to him at his the director at their last known address or such other address (if any) as may for the time being be specified by him the director or on his their behalf to the Company for that purpose, or sent in electronic form to such address (if any) for the time being specified by him the director or on his their behalf to the Company for that purpose. A director absent or intending to be absent from the United Kingdom may request the board that notices of board meetings shall during his absence be sent in hard copy form or in electronic form to such address (if any) for the time being specified by him or on his behalf to the Company for that purpose, but such notices need not be sent any earlier than notices sent to directors not so absent and, if no such request is made to the board, it shall not be necessary to send notice of a board meeting to any director who is for the time being absent from the United Kingdom. No account is to be taken of directors absent from the United Kingdom when considering the adequacy of the period of notice of the meeting. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman chair shall have a second or casting vote. Any director may waive notice of a meeting and any such waiver may be retrospective. Any notice pursuant to this Article need not be in writing if the board so determines and any such determination may be retrospective.
159.The quorum for the transaction of the business of the board may be fixed by the board and unless so fixed at any other number shall be three. A person who holds office only as an alternate director may, if his their appointor is not present, be counted in the quorum. Any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no director objects. Quorum
Powers of directorsif number falls below minimum
160.The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but if the number of directors is less than the number fixed as the quorum the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
161.The board may appoint one of their number to be the chairmanchair, and one of their number to be the deputy chairmanchair, of the board and may at any time remove either of them from such office. Unless he such directoris unwilling to do so, the director appointed as chairmanchair, or in his their stead the director appointed as deputy chairmanchair, shall preside at every meeting of the board at which he is they are present. If there is no director holding either of those offices, or if neither the chairman chair nor the deputy chairman chair is willing to preside or neither of them is present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman chair of the meeting. Chairman Chair and deputy chairmanchair
162.All acts done by a meeting of the board, or of a committee of the board, or by a person acting as a director or alternate director, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or any member of the committee or alternate director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director or, as the case may be, an alternate director and had been entitled to vote. Validity of acts of the board
A decision of the directors is taken in accordance with this Article when all directors who would have been entitled to vote on the matter had it been proposed as a resolution at a meeting of the board indicate to each other by any means that they share a common view on a matter. Unanimous decisions
163.A directors' written resolution may be proposed by any director by giving notice of the proposed resolution in writing to each of the other directors. A resolution in writing agreed to by all a majority of the directors entitled to vote at a meeting of the board or of a committee of the board (not being less than the number of directors required to form a quorum of the board) or by all of a committee of the board shall be Resolutionsin writing
as valid and effectual as if it had been passed at a meeting of the board or (as the case may be) a committee of the board duly convened and held. For this purpose:
Directors' power to vote on contractsin which they are interested
165.Except as otherwise provided by these Articles, a director shall not vote at a meeting of the board or a committee of the board on any resolution of the board and regardless of whether the interest is one that is authorised under Article 156 or permitted under Article 158, a director shall not be counted as participating in the decisionmaking process for quorum and voting purposes concerning a matter in which he has such director has, directly or indirectly, an interest (other than by virtue of his such director's interests in shares or debentures or other securities of, or otherwise in or through, the Company) which can reasonably be regarded as likely to give rise to a conflict with the interests of the Company, unless his such director's interest arises only because the resolution concerns one or more of the following matters (in which case such director may vote and be counted in the quorum):
(a) the giving of a guarantee, security or indemnity in respect of money lent to or obligations incurred by him such director or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings;
assumed responsibility (in whole or part and whether alone or jointly with others) under a guarantee or indemnity or by the giving of security;
For the purposes of this Article, in relation to an alternate director, an interest of his the alternate director's appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.
Variation of directors' voting rights
Division of proposals
Decision of chairman chair final and conclusive
Appointment and removal of secretary
(b) all proceedings at meetings of the Company, the holders of any class of shares in the capital of the Company, the board and committees of the board, including the names of the directors present at each such meeting.
Conclusiveness of minutes
172.The seal shall only be used by the authority of a resolution of the board. The board may determine who shall sign any document executed under the seal. If they do not, it shall be signed executed by at least one director and the secretary or by at least two directors. Any document may be executed under the seal by impressing the seal by mechanical means or by printing the seal or a facsimile of it on the document or by applying the seal or a facsimile of it by any other means to the document. A document executed, with the authority of a resolution of the board, in any manner permitted by section 44(2) of the Act and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the seal.
173.The board may by resolution determine either generally or in any particular case that any certificate for shares or debentures or representing any other form of security may have any signature affixed to it by some mechanical or electronic means, or printed on it or, in the case of a certificate executed under the seal, need not bear any signature. Certificatesfor shares and debentures
174.Subject to the provisions of the Act and the Regulations, the Company may keep an overseas or local or other register in any place, and the board may make, amend and revoke any regulations it thinks fit about the keeping of that register. Overseas and
175.Any director or the secretary or any other person appointed by the board for the purpose shall have power to authenticate and certify as true copies of and extracts from: Authentication and certification of copies and extracts
(a) any document comprising or affecting the constitution of the Company, whether in hard copy form or electronic form;
If certified in this way, a document purporting to be a copy of a resolution, or the minutes or an extract from the minutes of a meeting of the Company, the holders of any class of shares in the capital of the Company, the board or a committee of the board, whether in hard copy form or electronic form, shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolution was duly passed or that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.
Interim dividends
177.Subject to the provisions of the Act, the board may pay interim dividends if it appears to the board that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the board may:
(a) pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend isin arrear; and
If the board acts in good faith it shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
Declaration and payment in different currencies
178.Dividends may be declared and paid in any currency or currencies that the board shall determine. The board may also determine the exchange rate and the relevant date for determining the value of the dividend in any currency.
179.Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid; but no amount paid on a share in advance of the date on which a call is payable shall be treated for the purpose of this Article as paid on the share. All dividendsshall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is allotted or issued on terms providing that it shall rank for dividend asfrom a particular date, that share shall rank for dividend accordingly. Apportionment of dividends
180.A general meeting declaring a dividend may, on the recommendation of the board, by ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of assets, including without limitation paid up shares or debentures of another body corporate. The board may make any arrangements it thinks fit to settle any difficulty arising in connection with the distribution, including without limitation (a) the fixing of the value for distribution of any assets, (b) the payment of cash to any member on the basis of that value in order to adjust the rights of members, and (c) the vesting of any asset in a trustee. Dividendsin specie
Scrip dividends: authorising resolution
181.The board may, if authorised by an ordinary resolution of the Company (the Resolution), offer any holder of shares the right to elect to receive shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of all or any dividend specified by the Resolution. The offershall be on the terms and conditions and be made in the manner specified in Article 184 194 or,subject to those provisions, specified in the Resolution.
182.The following provisions shall apply to the Resolution and any offer made pursuant to it and Article 183193. Scrip dividends: procedures
(a) The Resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period, but such period may not end later than the conclusion of the third annual general meeting following the date of the meeting at which the ordinary resolution is passed.
but shall never be less than the par value of the new share.
A certificate or report by the auditors as to the value of a new share in respect of any dividend shall be conclusive evidence of that value.
(e) The board may exclude from any offer any holders of shares where the board believes the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them.
(f) The dividend (or that part of the dividend in respect of which a right of election has been offered)shall not be payable in cash on shares in respect of which an election has been made (the elected shares) and instead such number of new shares shall be allotted to each holder of elected shares as is arrived at on the basis stated in paragraph (b) of this Article. For that purpose the board shall appropriate capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including without limitation the profit and loss account), whether or not it is available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted on that basis and apply it in paying up in full the appropriate number of new shares for allotment and distribution to each holder of elected shares as is arrived at on the basis stated in paragraph (b) of this Article.
(j) The board may, at its discretion, amend, suspend or terminate any offer pursuant to this Article. Such amendment, suspension or termination may be made before or after any election has been made by any holders in respect of the relevant dividend.
183.The board may deduct from any dividend or other moneys payable to any member in respect of a share any moneys presently payable by him the member to the Company in respect of that share. Where If a person is entitled by transmission to a share, the board may retain any dividend payable in respect of that share until that person (or that person's transferee) becomes the holder of that share. Permitted deductions and retentions
Procedure for payment to holders and others entitled
| (a) | by direct debit, inter-bank transfer, or by electronic means or by any other means approval by the directors directly to an account (of a type approved by the directorsboard) nominated in writing by the holder or the joint holder; orin writing or in such other manner as the board may decide; |
|
|---|---|---|
| (b) | in respect of an uncertificated share, by means of the relevant system (subject to the facilities and requirements of the relevant system); or |
|
| (c) | (b)by cheque or warrant or any other similar financial instrument made payable to the holder who is entitled to it and sent direct to his registered address, or in the case of joint holders, to the holder who is first named in the register and sent direct to his registered address, or to someone else named in an instruction in writing from the holder (or from all joint holders).or to the order of the holder. |
|
| Election if more than one payment method available |
197. | If the board decides in accordance with Article 196 that more than one method of payment of a dividend or other moneys payable in respect of a share may be used to pay any holder or group of holders, the Company may notify the relevant holders: |
| (a) | of the methods of payment decided by the board; and | |
| (b) | that the holders may nominate one of these methods of payment in writing or in such other manner as the board may decide, |
|
| may decide. | and if any holder does not nominate a method of payment pursuant to paragraph (b) of this Article, the dividend or other moneys may be paid by such method as the board |
|
| Notification if one payment method available |
198. accordingly. |
If the board decides in accordance with Article 196 that only one method of payment of a dividend or other moneys payable in respect of a share may be used to pay any holder or group of holders, the Company may notify the relevant holders |
| Payments directly to Failure to nominate an account |
199. | 185.If the directors decide that payments will If the board decides that a payment of a dividend or other moneys payable in respect of a share to any holder or group of holders shall be made to an account (of a type approved by the directorsboard) nominated by a holder or joint holders, but no such account is nominated by the holder or joint holders or a payment into a , but any holder does not nominate such an account, or does not provide the details necessary to enable the Company to make a payment to the nominated account, or a payment to the nominated account is rejected or refunded, the Company shall treat the payments payment as an unclaimed dividend and Article 205 shall apply. |
| Entitlement by |
Entitlement by transmission
Without prejudice to Article 195, if a person is entitled by transmission to a share, the Company may, for the purposes of Articles 197, 198 and 199, rely in relation to the share on that person's written direction, designation or agreement, or notice to the Company.
186.If two or more persons are registered as joint holders of any share, or are entitled by transmission jointly to a share, the Company may (without prejudice to Article 195: Joint entitlement
(a) pay any dividend or other moneys payable in respect of the share to any one of them and any one of them may give effectualreceipt for that payment; and
(b) for the purpose of Articles 186 197, 198 and 187199, rely in relation to the share on the written direction, designation or agreement of, or notice to the Company by, or the nomination of an account by, any one of them.
187.A cheque or warrant or any similar financial instrument may be sent by post: Payment by post
(a) where if a share is held by a sole holder, to the registered address of the holder of the share; or
Discharge to Company and risk
Interest not payable
Forfeiture Treatment of unclaimed dividends
cease to remain owing by the Company. The payment of any unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company's own account. An amount credited tosuch an account under this Article is to be treated as having been paid to the holder at the time it is credited to that account. Such payment shall not constitute the Company a trustee in respect of it. The Company shall be entitled to cease payment of dividends or other moneys payable in respect of a share to a member if:
on at least two consecutive occasions, or if, following one such occasion, reasonable enquiries have failed to establish the member's new account details or address. The entitlement conferred on the Company by this Article in respect of any member shall cease if the member claims a dividend or cashes a dividend warrant or , cheque or similar financial instrument.
Power to capitalise fractional entitlements including without limitation authorising their sale and transfer to any person (except that if the net proceeds of sale do not exceed £5.00 in aggregate per member such shares may be sold for the benefit of the Company), resolving that the distribution be made as nearly as practicable in the correct proportion but not exactly so, ignoring fractions altogether or resolving that cash payments be made to any members in order to adjust the rights of all parties;
and any agreement made under that authority shall be binding on all such members;
192.Notwithstanding any other provision of these Articles, the Company or the board may: Record datesfor dividends etc.
(a) fix any date as the record date for any dividend, distribution, allotment or issue, which may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made;
specified by virtue of this Article shall be disregarded in determining the rights of any person to attend or vote at the meeting; and
(c) for the purpose of sending notices of general meetings of the Company, or separate general meetings of the holders of any class of shares in the capital of the Company, under these Articles, determine that persons entitled to receive such notices are those persons entered on the register at the close of business on a day determined by the Company or the board, which day may not be more than 21 days before the day that notices of the meeting are sent.
195.Subject to the Act, the requirements of Article 196 209 shall be deemed satisfied in relation to any person by sending to the person, instead of such copies, a strategic report with supplementary material derived from the Company's annual accounts and the directors' report, which shall be in the form and containing the information prescribed by the Act and any regulations made under the Act. Strategic report and supplementary material
Methods of Company sending notice 212. 197.Subject to Article 198 211 and unless otherwise provided by these Articles, the Company shall send or supply a document or information notice or other Shareholder Information that is required or authorised to be sent or supplied to a member or any other person by the Company by a provision of the Act or pursuant to these Articles or to any other rules or regulations to which the Company may be subject in such form and by such means as it may in its absolute discretion determine , provided that the provisions of the Act which apply to sending or supplying a document or information notice or other Shareholder Information required or authorised to be sent or supplied by the Act shall, the necessary changes having been made, also apply to sending or supplying any document or information notice or other Shareholder Information required or authorised to be sent by these Articles or any other rules or regulations to which the Company may be subject.
Methods of member etc. sending document or information
198.Subject to Article 198 211 and unless otherwise provided by these Articles, a member or a person entitled by transmission to a share shall send a document or information notice or other Shareholder Information pursuant to these Articles to the Company in such form and by such means as it may in its absolute discretion determine provided that:
(a) the determined form and means are permitted by the Act for the purpose of sending or supplying a document or information notice or other Shareholder Information of that type to a company pursuant to a provision of the Act; and
Unless otherwise provided by these Articles or required by the board, such document or information notice or other Shareholder Information shall be authenticated in the manner specified by the Act for authentication of a document or information notice or other Shareholder Information sent in the relevant form.
Registered address outside the UK or EEA
A member whose registered address is not within an EEA State and who sends to the Company an address within an EEA State at which a document or information may be sent to him shall be entitled to have the document or information sent to him at that address (provided that, in the case of a document or information sent by electronic means, including without limitation any notification required by the Act that the document or information is available on a website, the Company so agrees, which agreement the Company shall be entitled to withhold in its absolute discretion including, without limitation, in circumstances in which the Company considers that the sending of the document or information to such address using electronic means would or might infringe the laws of any other jurisdiction) but otherwise:
(a) no such member shall be entitled to receive any document or information from the Company; and
(b)without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting.
A member or person nominated to receive Shareholder Information whose registered addressis not within the United Kingdom or an EEA State and who sendsto the Company a postal address within the United Kingdom or an EEA State at which notices or other Shareholder Information may be sent to that member or person shall be entitled to have the notice or other Shareholder Information sent to them at that postal address, but otherwise no such person shall be entitled to receive any notice from the Company. Any person nominated by a member to receive Shareholder Information whose registered address is not within the United Kingdom or an EEA State and who gives to the Company an address for the purposes of receipt of communications in electronic form may, at the absolute discretion of the board, have notices served upon them at such address. In any event, the board shall, in its absolute discretion, be entitled to withhold notices to any member or person nominated by the member to receive Shareholder Information (and such member or person nominated by the member to receive Shareholder Information shall not be entitled to receive notices) in circumstances where the board considers that the sending of the notice to their address (whether physical or electronic) would or might infringe the laws of any other jurisdiction. The withholding of any notice in accordance with this Article 215 or the sending of (or purporting to send) any notice to any member or person nominated by the member to receive Shareholder Information not entitled to receive a notice under this Article 215 shall be ignored for the purposes of determining the validity of the proceedings at the relevant general meeting.
201.A member present, either in person or by proxy or by representative (in the case of a corporate member), at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called. Deemed receipt of notice
Terms and conditionsfor electronic communications
Notice to persons entitled by transmission
Transferees etc. bound by prior notice
direction notice sent under Article 95 97 to a person from whom he derives his they derive their title.
Proof of sending/when notices etc. deemed sent by post
205.Proof that a document or information notice or other Shareholder Information was properly addressed, prepaid and posted shall be conclusive evidence that the document or information notice or other Shareholder Information was sent or supplied. A document or information notice or other Shareholder Information sent by the Company to a member by post shall be deemed to have been received:
(a) if sent by first class post or special delivery post from an address in the United Kingdom to another address in the United Kingdom, or by a postal service similar to first class post or special delivery post from an address in another country to another address in that other country, on the day following that on which the document or information notice or other Shareholder Information was posted;
(c) in any other case, on the second day following that on which the document or information notice or other Shareholder Information was posted.
206.A document or information A notice or other Shareholder Information sent by the Company to a member by hand shall be deemed to have been received by the member when it is handed to the member or left at his their registered address or an address notified to the Company in accordance with Article 202215. When notices etc. deemed sent by hand
Proof of sending/when notices etc. deemed sent by electronic means 222. 207.Proof that a document or information any notice or other Shareholder Information sent or supplied by electronic means was properly addressed shall be conclusive evidence that the document or information was sent or supplied. A document or information notice or Shareholder Information sent or supplied by the Company to a member or person nominated by a member to receive Shareholder Information in electronic form shall be deemed to have been received by the member on the same day following that on which as the document or information was sent to the member. Such a document or information notice or Shareholder Information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member or person nominated by a member to receive Shareholder Information has failed to receive the relevant document or information notice or Shareholder Information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member.
208.A document or information Notices or other Shareholder Information sent or supplied by the Company to a member by means of a website communication shall be deemed to have been received by the member:
(a) when the document or information material was first made available on the Company's website; or
No entitlement to receive notice etc if Company has no current address
209.A member shall not be entitled to receive any document or information notices or other Shareholder Information that is required or authorised to be sent or supplied to him that member by the Company by a provision of the Act or pursuant to these Articles or to any other rules or regulations to which the Company may be subject if documents or information notices or other Shareholder Information sent or supplied to that member by post in accordance with the Articles have been returned undelivered to the Company:
(a) on at least two consecutive occasions; or
Without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in factsent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting.
Subject to Article 202215, a member to whom this Article applies shall become entitled to receive such documents or information when he notice or Shareholder Information when such member has given the Company an address to which they may be sent or supplied.
Notice during disruption of services
Page 64
Presumption in relation to destroyed documents
Company to destroy documents
(d) every other document destroyed in accordance with Article 213 226 was a valid and effective document in accordance with its recorded particulars in the books or records of the Company,
but:
Rights
This Article 228 applies where a member nominates another person to enjoy Information Rights pursuant to section 146 of the Act. Nomination of persons to enjoy Information
(a) The Company may prescribe the form and content of Nomination Notices. Unless the Company prescribes otherwise, a Nomination Notice shall:
section 146(5) of the Act shall not be obliged to act on a nomination purporting to relate to certain Information Rights only.
Power to dispose of shares of untraced shareholdersme mbers
213.The Company shall be entitled to sell, at the best price reasonably obtainable, the shares of a member or the shares to which a person is entitled by transmission if:
(a) during the period of 12 years before the date of the publication of the advertisements referred to in paragraph (b) of this Article (or, if published on different dates, the first date) (the relevant period) at least three dividends in respect of the shares in question have been declared and all dividend warrants and cheques which have been sent in the manner authorised by these Articles in respect of the shares in question have remained uncashed;
(b)the Company shall as soon as practicable after expiry of the relevant period have inserted advertisements both in a national daily newspaper and in a newspaper circulating in the area of the last known address of such member or other person giving notice of its intention to sell the shares; and
(a) there has been a period of 12 years during which at least three dividends in respect of the shares have become payable and no dividend has been claimed during that period in respect of such shares (the relevant period);
(c) during the relevant period and the period of three months following the publication of the advertisements referred to in paragraph (b) of this Article (or, if published on different dates, the first date) date of such notice, the Company has received no indication either of the whereabouts or of the existence of such member or person.
If, during the relevant period, any additionalshares have been issued by way of rights in respect of shares held at the commencement of such period or in respect of shares so issued previously during such period, the Company may, if the requirements of Article 229 have been satisfied, also sell such additionalshares. Power to dispose of additional shares
and no interest is payable. The Company shall not be required toaccount for any money earned on the net proceeds of sale, which may be used in the Company's business or invested in such a way as the board from time to time thinks fit. If no valid claim for the net proceeds has been received by the Company during a period of six years from the date upon which the relevant shares were sold by the Company in accordance with these Articles, the net proceeds will be forfeited and will belong to the Company.
217.If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Insolvency Act 1986: Liquidator may distribute in specie
(a) divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members;
but no member shall be compelled to accept any asset on which there is a liability.
Indemnity to directors and officers
Disposal of assets by liquidator
Third party indemnity provision
Pension scheme indemnity provision
The Company may also indemnify, out of the assets of the Company, any director or officer of either the Company or any associated company where the Company or such associated company acts as trustee of a pension scheme, against liability incurred by that director or officer in connection with the relevant company's activities as trustee of such scheme, provided that this Article 237 shall only have effect in so far as its provisions are not void under sections 232 or 235 of the Act.
For the purpose of Article 236 and Article 237, the expression associated company shall mean a company which is either a subsidiary or a holding company of the Company or a subsidiary of such holding company, as such terms are defined in the Act. Definitions
| PRELIMINARY 1 |
|---|
| SHARE CAPITAL AND LIMITED LIABILITY 45 |
| Deferred Shares 7 |
| VARIATION OF RIGHTS 76 |
| SHARE CERTIFICATES 87 |
| LIEN 98 |
| CALLS ON SHARES 9 |
| FORFEITURE AND SURRENDER 10 |
| TRANSFER OF SHARES 1211 |
| TRANSMISSION OF SHARES 1312 |
| ALTERATION OF SHARE CAPITAL 13 |
| Purchase of own shares 14 |
| GENERAL MEETINGS 14 |
| FORM OF GENERAL MEETINGS 15 |
| NOTICE OF general meetings15Proceedings at GENERAL MEETINGS 17 |
| PROCEEDINGS AT GENERAL MEETINGS 19 |
| VOTES OF MEMBERS 2123 |
| PROXIES AND CORPORATE REPRESENTATIVES 2427 |
| NUMBER OF DIRECTORS 2731 |
| ELECTION, APPOINTMENT , RETIREMENT AND retirement RE-ELECTION OF DIRECTORS 2731 |
| ALTERNATE directors29 |
| Powers of the board 30 |
| Disqualification and removal of DIRECTORS 32 | |
|---|---|
| POWERS OF THE BOARD 34 | |
| DELEGATION OF POWERS OF THE BOARD 34 | |
| DISQUALIFICATION AND REMOVAL OF DIRECTORS 35 | |
| NON-EXECUTIVE DIRECTORS 3237 | |
| DIRECTORS' EXPENSES 3337 |
|
| EXECUTIVE DIRECTORS 3337 | |
| DIRECTORS' INTERESTS 3438 |
|
| GRATUITIES, PENSIONS AND INSURANCE 3641 |
|
| PROCEEDINGS OF THE BOARD 3742 | |
| SECRETARY 4045 | |
| MINUTES 4046 | |
| THE SEAL 4046 | |
| REGISTERS 4146 | |
| DIVIDENDS 4147 | |
| CAPITALISATION OF PROFITS AND RESERVES 4652 | |
| RECORD DATES 4753 | |
| ACCOUNTS 4854 | |
| COMMUNICATIONS 4854 | |
| DESTRUCTION OF DOCUMENTS 5158 | |
| NOMINATION NOTICES 59 | |
| UNTRACED shareholders53MEMBERS 61 | |
| WINDING UP 5462 | |
| INDEMNITY 5462 |
COMPANY NO. 05735966
COMPANIES ACT 2006
ARTICLES OF ASSOCIATION
of
SSP GROUP PLC
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