Regulatory Filings • May 10, 2024
Regulatory Filings
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No. 966425
PUBLIC COMPANY LIMITED BY SHARES
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Articles of Association
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OF
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6 May 1993 Amended 3 December 1993 Amended 5 May 1994 Amended 9 May 1996 Amended 8 May 1997 Amended 11 May 2000 Amended 18 January 2001 Amended 3 May 2001 Amended 2 May 2002 Amended 8 May 2003 Amended 5 May 2005 Amended 7 May 2008 Amended 7 May 2009 Amended 7 May 2010 Amended 6 May 2020 Amended 3 May 2023 Amended 10 May 2024
Page
| 1. | Exclusion of other regulations | 9 |
|---|---|---|
| 2. | Definitions | 9 |
| 3. | Limited Liability | 14 |
| 4. | Change of Name | 14 |
| 5. | Rights attached to shares | 14 |
| 6. | Redeemable shares | 14 |
| 7. | Preference shares | 15 |
| 8. | Variation of rights | 41 |
| 9. | Pari passu issues | 41 |
| 10. | Shares | 41 |
| 11. | Payment of commission | 42 |
| 12. | Trusts not recognised | 42 |
| 13. | Uncertificated Shares | 42 |
| 14. | Right to a share certificate | 44 |
| 15. | Replacement of share certificates | 44 |
| 16. | Sealing of certificates | 45 |
| 17. | Share certificates sent at holder's risk | 45 |
| 18. | Company's lien on shares not fully paid | 45 |
| 19. | Enforcing lien by sale |
45 |
| 20. | Application of proceeds of sale | 46 |
| 21. | Calls | 46 |
| 22. | Timing of calls | 46 |
|---|---|---|
| 23. | Liability of joint holders | 46 |
| 24. | Interest due on non-payment | 46 |
| 25. | Sums due on allotment treated as calls |
47 |
| 26. | Power to differentiate | 47 |
| 27. | Payment of calls in advance | 47 |
| 28. | Notice if call or instalment not paid | 47 |
| 29. | Form of notice | 47 |
| 30. | Forfeiture if non-compliance with notice | 48 |
| 31. | Notice after forfeiture | 48 |
| 32. | Sale of forfeited shares | 48 |
| 33. | Arrears to be paid notwithstanding forfeiture | 48 |
| 34. | Statutory declaration as for forfeiture | 49 |
| 35. | Suspension of rights where non-disclosure of interest | 49 |
| 36. | Transfer | 52 |
| 37. | Execution of transfer | 52 |
| 38. | Right to decline registration of partly paid shares | 52 |
| 39. | Other rights to decline registration |
52 |
| 40. | No fee for registration | 53 |
| 41. | Power of sale of shares held by untraced shareholders | 53 |
| 42. | Transmission on death | 55 |
| 43. | Entry of transmission in register | 55 |
| 44. | Election of person entitled by transmission | 56 |
| 45. | Rights of person entitled by transmission | 56 |
| 46. | Subdivision | 56 |
|---|---|---|
| 47. | Fractions | 57 |
| 48. | Participation in General Meetings | 57 |
| 49. | Electronic Facilities and Satellite Meetings | 58 |
| 50. | Omission or non-receipt of notice | 59 |
| 51. | Changes to Arrangements of General Meetings | 59 |
| 52. | Quorum | 59 |
| 53. | Procedure if quorum not present | 60 |
| 54. | Security, health and safety and access arrangements | 60 |
| 55. | Chairman of general meeting | 61 |
| 56. | Orderly Conduct | 61 |
| 57. | Entitlement to attend and speak | 62 |
| 58. | Adjournments | 62 |
| 59. | Notice of adjournment | 63 |
| 60. | Amendments to Resolutions | 63 |
| 61. | Amendments Ruled Out of Order | 63 |
| 62. | Votes of members | 63 |
| 63. | Method of voting | 64 |
| 64. | Votes not to be counted | 64 |
| 65. | Procedure if poll demanded | 64 |
| 66. | When poll to be taken | 65 |
| 67. | Continuance of other business after poll demand | 65 |
| 68. | Votes of joint holders | 65 |
| 69. | Voting on behalf of incapable member | 65 |
| 70. | No right to vote where sums overdue on shares | 66 |
|---|---|---|
| 71. | Objections or errors in voting | 66 |
| 72. | Appointment of proxies | 66 |
| 73. | Receipt of proxies | 67 |
| 74. | Maximum validity of proxy | 68 |
| 75. | Form of proxy | 68 |
| 76. | Cancellation of proxy's authority | 69 |
| 77. | Separate general meetings | 69 |
| 78. | Counting of proxies and poll votes at branch registers | 69 |
| 79. | Number of directors | 69 |
| 80. | Directors' shareholding qualification | 70 |
| 81. | Power of company to appoint directors | 70 |
| 82. | Power of board to appoint directors | 70 |
| 83. | Number to retire by rotation | 70 |
| 84. | Identity of directors to retire | 70 |
| 85. | Filling vacancies | 71 |
| 86. | Power of removal by special resolution | 71 |
| 87. | Persons eligible as directors | 71 |
| 88. | Position of retiring directors | 71 |
| 89. | Vacation of office by directors | 72 |
| 90. | Alternate directors | 73 |
| 91. | Executive directors | 74 |
| 92. | Directors' fees | 74 |
5
| 94. | Expenses | 75 |
|---|---|---|
| 95. | Pensions and gratuities for directors | 75 |
| 96. | Conflicts of interest requiring board authorisation | 75 |
| 97. | Other conflicts of interest | 77 |
| 98. | Benefits | 78 |
| 99. | Quorum and voting requirements | 78 |
| 100. | General | 81 |
| 101. | General powers of company vested in board | 81 |
| 102. | Borrowing powers | 81 |
| 103. | Delegation to committees | 82 |
| 104. | Delegation to individual directors | 82 |
| 105. | Agents | 83 |
| 106. | Registers | 83 |
| 107. | Provision for employees | 84 |
| 108. | Board meetings | 84 |
| 109. | Notice of board meetings | 84 |
| 110. | Quorum | 84 |
| 111. | Directors below minimum through vacancies | 84 |
| 112. | Appointment of chairman | 85 |
| 113. | Competence of meetings | 85 |
| 114. | Voting | 85 |
| 115. | Participation in meetings | 85 |
| 116. | Resolution in writing | 86 |
| 117. | Validity of acts of board or committee | 86 |
| 118. | Use of seals | 86 |
|---|---|---|
| 119. | Declaration of dividends by company | 86 |
| 120. | Payment of interim and fixed dividends by board | 87 |
| 121. | Calculation and currency of dividends | 87 |
| 122. | Amounts due on shares may be deducted from dividends | 87 |
| 123. | No interest on dividends | 87 |
| 124. | Payment procedure | 88 |
| 125. | Uncashed dividends | 89 |
| 126. | Forfeiture of unclaimed dividends | 90 |
| 127. | Dividends not in cash | 90 |
| 128. | Scrip dividends | 91 |
| 129. | Power to capitalise reserves and funds | 93 |
| 130. | Settlement of difficulties in distribution | 94 |
| 131. | Power to choose any record date | 94 |
| 132. | Inspection of records | 95 |
| 133. | Summary financial statements | 95 |
| 134. | Method of Service | 95 |
| 135. | Record date for service | 96 |
| 136. | Members resident abroad or on branch registers | 97 |
| 137. | Service of notice on person entitled by transmission | 97 |
| 138. | Deemed delivery | 98 |
| 139. | Notice by members | 99 |
| 140. | Notice when post not available | 99 |
| 141. | Presumptions where documents destroyed | 99 |
of
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No regulations set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or articles of the company.
In these articles unless the context otherwise requires the words standing in the first column of the following table shall bear the meanings set opposite to them respectively in the second column thereof:
| "address" | includes a number or address used for the purposes of sending or receiving documents or information by electronic means; |
|---|---|
| "these articles" | means these articles of association as altered from time to time by special resolution and the expression "this article" shall be construed accordingly; |
| "the auditors" | means the auditors from time to time of the company or, in the case of joint auditors, any one of them; |
| "the Bank of England base rate" |
means the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998; |
| "the board" | means the board of directors from time to time of the company or the directors present at a meeting of the directors at which a quorum is present; |
|---|---|
| "branch registry" | means any office of the company or of a registrar for the company at which any branch register of members shall for the time being be kept; |
| "certificated share" | means a share which is not an uncertificated share or a share in respect of which a share warrant has been issued (and not cancelled) and references in these articles to a share being held in certificated form shall be construed accordingly; |
| "clear days" | in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect; |
| "clearing house" | means a recognised clearing house within the meaning of Schedule 1 to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), or a clearing house recognised by English law or the laws of any other jurisdiction where the shares of the company are listed or quoted on a stock exchange from time to time; |
| "close associate(s)" | has the meaning given to it in the Hong Kong Listing Rules; |
| "the Companies Acts" | means every statute (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies in so far as it applies to the company; |
| "electronic facility" | includes (without limitation) website addresses and conference call systems and any device, system, procedure, method or other facility providing an electronic means of attendance at and/or |
participation in a general meeting of the company decided by the board under these articles and specified in the notice of that meeting, "the holder" in relation to any shares means the member whose name is entered in the register as the holder of those shares, or, in the case of a share in respect of which a share warrant has been issued (and not cancelled), the person in possession of that warrant; "the Hong Kong Listing Rules" means the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange; "the Hong Kong Stock Exchange" means The Stock Exchange of Hong Kong Limited; "limited voting dollar preference shares" means the non-cumulative preference shares of US\$5.00 each comprised in the capital of the company; "limited voting euro preference shares" means the non-cumulative preference shares of €1,000 each comprised in the capital of the company; "limited voting sterling preference shares" means the non-cumulative preference shares of £1 each comprised in the capital of the company; "member" means a member of the company; "month" means calendar month; "the office" means the registered office from time to time of the company; "ordinary shares" means the ordinary shares of US\$0.50 each comprised in the capital of the company; "other currency denominated preference shares" means any preference shares denominated in any currency and comprised in the capital of the company other than the limited voting dollar preference shares and the limited voting
| sterling preference shares and including the limited voting euro preference shares, the non-cumulative preference shares of HKD1 each, the non-cumulative preference shares of SGD1 each, the non cumulative preference shares of INR10 each, the non-cumulative preference shares of AED1 each and the non cumulative preference shares of KRW5,000 each; |
|
|---|---|
| "paid up" | means paid up or credited as paid up; |
| "participating class" | means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system; |
| "person entitled by transmission" |
means a person whose entitlement to a certificated share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register; |
| "preference shares" | means the limited voting sterling preference shares, the limited voting dollar preference shares and the other currency denominated preference shares; |
| "the register" | means the register of members of the company; |
| "relevant currency" | means any of AED, euro, HKD, INR, KRW or SGD, or any other currency in which any particular series of other currency denominated preference shares is denominated and use of the term "relevant currency" in relation to a particular preference share shall mean the currency in which that share is denominated; |
| "seal" | means any common or official seal that the company may be permitted to have under the Companies Acts; |
| "the secretary" | means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the company and includes |
| an assistant or deputy secretary and any person appointed by the board to perform any of the duties of the secretary; |
|
|---|---|
| "the uncertificated securities rules" |
means any provision of the Companies Acts relating to the holding, exercising of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provisions; |
| "uncertificated share" | means a share of a class which is at the relevant time a participating class title to which is recorded on the register as being held in uncertificated form (other than share represented by a share warrant) 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, |
references to a document being signed or to a signature include references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts;
references to writing include references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise;
words or expressions to which a particular meaning is given by the Companies Acts in force when these articles or any part of these articles are adopted bear (if not inconsistent with the subject matter or context) the same meaning in these articles or that part (as the case may be) save that the word "company" shall include any body corporate;
references to a meeting:
(A) refer to a meeting convened and held in any manner permitted by these articles, including a general meeting of the company at which any of those entitled to be present attend and participate by means of an electronic facility and/or attend and participate at a satellite meeting, and such persons shall be deemed to be present at that meeting for all purposes of the Companies Acts and these articles and "attend", "attending", "attendance", "participate", "participating" and "participation" shall be construed accordingly; and
(B) shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person;
headings and notes are included only for convenience and shall not affect meaning;
references to "AED" are to the lawful currency of the United Arab Emirates, to ''HKD'' are to the lawful currency of Hong Kong, to ''INR" are to the lawful currency of India, to ''KRW'' are to the lawful currency of the Republic of Korea, to ''SGD'' are to the lawful currency of Singapore, to ''sterling'' and ''£'' are to the lawful currency of the United Kingdom and to ''US\$'' and ''dollars'' are to the lawful currency of the United States of America. References to ''euro'' or to "€" are to the single currency introduced pursuant to the treaty establishing the European Community as amended; and
references to ''Hong Kong'' shall mean the Hong Kong Special Administrative Region of the People's Republic of China.
3. Limited Liability
The liability of members of the company is limited to the amount, if any, unpaid on the shares in the company held by them.
The company may change its name by resolution of the board.
Subject to any requirements of the Hong Kong Listing Rules and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the board may decide. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these articles.
Subject to any rights attached to existing shares, any share may be issued which is to be redeemed, or is liable to be redeemed at the option of the company or the holder. The board may determine the terms, conditions and manner of redemption of any redeemable shares so issued. Such terms and conditions shall apply to the relevant shares as
if the same were set out in these articles. Where any purchase of shares that have been issued on terms that they are redeemable is to be by tender such tenders shall be available to all shareholders alike.
have been, payable as a cash dividend in accordance with or pursuant to this article;
dividend in accordance with or pursuant to this article.
(1) in the case of limited voting dollar preference shares which entitle the holders thereof to dividends at a fixed rate, an amount calculated in accordance with the following formula as it applies in relation to a redemption date notified under sub-paragraph (ii)(a) above which falls within the period of twelve months commencing on the day following the fifth, sixth, seventh, eighth or ninth anniversary of such first date of allotment ("the relevant date") as referred to in sub-paragraph (ii)(a) above, as the case may be. In such case the formula for calculation of the relevant redemption premium shall be A x B, where:
"A" is the amount of dividend excluding any associated tax credit (not expressed as a percentage) calculated at the date of allotment to which the holder of the limited voting dollar preference share to be redeemed would become entitled in respect of the twelve months following allotment by virtue of the terms of issue thereof on the assumption that such amount of dividend had accrued on the limited voting dollar preference share during such period and was payable at the end of such period and on the further assumption that there shall be no change in the associated tax credit affecting the amount of dividend payable in respect of such period; and
"B" in relation to a redemption date falling within the period of twelve months commencing on the day following the fifth anniversary of the relevant date, is 66.66 per cent.,
or,
in relation to a redemption date falling within the period of twelve months commencing on the day following the sixth anniversary of the relevant date, is 53.33 per cent.,
or,
in relation to a redemption date falling within the period of twelve months commencing on the day following the seventh anniversary of the relevant date, is 40.00 per cent.,
or,
in relation to a redemption date falling within the period of twelve months commencing on the day following the eighth anniversary of the relevant date, is 26.66 per cent.,
or,
in relation to a redemption date falling within the period of twelve months commencing on the day following the ninth anniversary of the relevant date, is 13.33 per cent.
The product of the above formula in respect of a limited voting dollar preference share may, in the board's discretion, be rounded down to the nearest whole US cent; or
(2) in the case of limited voting dollar preference shares which entitle the holders thereof to dividends at a rate which varies from time to time, in relation to a redemption date notified under sub-paragraph (ii)(a) above which falls prior to the tenth anniversary of the first date of allotment of such limited voting dollar preference shares, an amount per share equal to 3 per cent. of the aggregate of the nominal value and any premium credited as paid up on such share at the date of issue;
and no relevant redemption premium shall be payable when the redemption date falls after the tenth anniversary of the relevant date;
provided that, if permitted by the Companies Acts at the time of allotment of any series of limited voting dollar preference shares, the board may, prior to
allotment, fix the date on or by which, or dates between which, the shares of such series are to be or may be redeemed and the amount payable on redemption or the manner of determination of such amount (provided that such amount shall not be determined by reference to the board's or any other person's discretion or opinion) notwithstanding the fact that such dates or amounts fixed by the board may be different from or in addition to any date or amount derived from or set out in the provisions of sub-paragraphs (ii)(a) and (ii)(b) above;
defect in the notice of redemption or in the giving thereof shall affect the validity of the redemption proceedings;
(f) the provisions of this sub-paragraph (ii)(f) shall have effect in relation to limited voting dollar preference shares for the time being issued and registered in the register of members of the company ("registered shares") that are to be redeemed and that, on the redemption date, are in certificated form.
Payments in respect of the amount due on redemption of a registered share shall be made by US dollar cheque drawn on a bank in the City of London or in New York City or upon the request of the holder or joint holders not later than the date specified for the purpose in the notice of redemption by transfer to a US dollar account maintained by the payee with a bank in the City of London or in New York City. Such payment will be made against presentation and surrender of the relative certificate at the place or one of the places specified in the notice of redemption and if any certificate so surrendered includes any limited voting dollar preference shares not to be redeemed on the relevant redemption date the company shall within 14 days thereafter issue to the holder, free of charge, a fresh certificate in respect of such limited voting dollar preference shares, provided that the board may determine that presentation and surrender of certificates shall not be required in which event each certificate shall be void and of no effect as from the date of payment of the amount due on the redemption of the registered shares to which the certificate relates.
All payments in respect of redemption moneys will in all respects be subject to any applicable fiscal or other laws;
(g) the provisions of this sub paragraph (ii)(g) shall apply in relation to any limited voting dollar preference shares that are to be redeemed and that, on the redemption date, are in uncertificated form. The board shall be entitled in its absolute discretion to determine the procedures for the redemption of such limited voting dollar preference shares (subject always to the facilities and requirements of the
relevant system concerned). Upon being satisfied that such procedures have been effected, the company shall pay to the holder of the limited voting dollar preference shares concerned the amount due in respect of redemption of such limited voting dollar preference shares. All payments in respect of redemption moneys will in all respects be subject to any applicable fiscal or other laws;
share was in uncertificated form on the relevant redemption date, the procedures for redemption as referred to in sub paragraph (ii)(g) above having been effected, payment of the redemption moneys due on such redemption date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant redemption date to the date of payment of such redemption moneys. Such limited voting dollar preference shares shall not be treated as having been redeemed until the redemption moneys in question together with any accrued dividend thereon shall have been paid;
limited voting sterling preference shares that are to be redeemed and that, on the redemption date, are in certificated form, shall state the place or places at which documents of title in respect of such limited voting sterling preference shares are to be presented and surrendered for redemption and payment of the redemption moneys is to be effected. Upon such redemption date, the company shall redeem the particular limited voting sterling preference shares to be redeemed on that date subject to the provisions of this paragraph and of the Companies Acts. No defect in the notice of redemption or in the giving thereof shall affect the validity of the redemption proceedings;
redemption date, are in uncertificated form. The board shall be entitled in its absolute discretion to determine the procedures for the redemption of such limited voting sterling preference shares (subject always to the facilities and requirements of the relevant system concerned). Upon being satisfied that such procedures have been effected, the company shall pay to the holder of the limited voting sterling preference shares concerned the amount due in respect of redemption of such limited voting sterling preference shares. All payments in respect of redemption moneys will in all respects be subject to any applicable fiscal or other laws;
which, upon either the due surrender of the certificate or, if the limited voting sterling preference share was in uncertificated form on the relevant redemption date, the procedures for redemption as referred to in sub paragraph (ii)(g) above having been effected, payment of the redemption moneys due on such redemption date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant redemption date to the date of payment of such redemption moneys. Such limited voting sterling preference shares shall not be treated as having been redeemed until the redemption moneys in question together with any accrued dividend thereon shall have been paid;
(i) Unless otherwise determined by the board in relation to other currency denominated preference shares of any series prior to allotment thereof, the other currency denominated preference shares shall, subject to the provisions of the Companies Acts at the time of allotment, be redeemable at the option of the company.
redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the other currency denominated preference shares to be redeemed will cease to accrue on redemption), and, only in relation to any other currency denominated preference shares that are to be redeemed and that, on the redemption date, are in certificated form, shall state the place or places at which documents of title in respect of such other currency denominated preference shares are to be presented and surrendered for redemption and payment of the redemption moneys is to be effected. Upon such redemption date, the company shall redeem the particular other currency denominated preference shares to be redeemed on that date subject to the provisions of this paragraph and of the Companies Acts. No defect in the notice of redemption or in the giving thereof shall affect the validity of the redemption proceedings;
(f) the provisions of this sub paragraph (ii)(f) shall apply in relation to any other currency denominated preference shares that are to be redeemed, and that, on the redemption date, are in certificated form. Payments in respect of the amount due on redemption of an other currency denominated preference share of any series shall be made by a cheque in the relevant currency drawn on a bank in the City of London or in the principal financial centre of the country of such relevant currency or upon the request of the holder or joint holders not later than the date specified for the purpose in the notice of redemption by transfer to an account in the relevant currency maintained by the payee with a bank in the City of London or in the principal financial centre of the country of such relevant currency. Such payment will be made against presentation and surrender of the relative certificate at the place or one of the places specified in the notice of redemption and if any certificate so surrendered includes any other currency denominated preference shares not to be redeemed on the relevant redemption date the company shall within 14 days thereafter issue to the holder, free of charge, a fresh certificate in respect of such other currency denominated preference shares, provided that the board may determine that presentation and surrender of certificates shall not be required in which event each certificate shall be void and of no effect as from the date of payment of the amount due on the redemption of the registered shares to which the certificate relates. All payments in respect of redemption moneys will in all respects be subject to any applicable fiscal or other laws;
the case of joint holders the receipt by any one of them) in respect of the moneys payable on redemption of such other currency denominated preference share shall constitute an absolute discharge to the company in respect thereof.
No preference share shall:
All or any of the following provisions shall apply in relation to preference shares of any series ("relevant preference shares") if so determined by the board prior to allotment thereof:
preference shares and any other shares in the capital of the company which rank pari passu as to participation in profits with the relevant preference shares and on which either (x) a dividend is payable on the dividend payment date or (y) arrears of cumulative dividends are unpaid at the dividend payment date
but so that, if the board determines prior to allotment of any relevant preference shares that the provisions of this sub paragraph (i)(a) shall apply in relation thereto, they shall apply one (but not both) of (1) and (2) above;
as to participation in profits with the relevant preference shares;
preference shares as to participation in profits pursuant to this sub paragraph (iv) or pursuant to terms similar to this sub paragraph (iv) but would be sufficient were the company to allot limited voting dollar preference shares of an aggregate nominal amount, determined by the board in the manner described below, equivalent to the aggregate nominal amount of the unallotted shares;
preference shares were allotted, then such additional limited voting dollar preference shares shall be treated as forming part of the same class as such limited voting sterling preference shares or other currency denominated preference shares; and
a special resolution passed at a separate general meeting of, the holders of relevant preference shares) thereafter redeem, reduce, purchase or otherwise acquire for any consideration any other share capital of the company ranking pari passu with or after the relevant preference shares (and may not set aside or establish any sinking fund for any such redemption, reduction, purchase or other acquisition) until such time as dividends on the relevant preference shares in respect of such period as the board shall determine prior to allotment of the relevant preference shares shall have been paid in full (or a sum shall have been set aside to provide for such payment in full);
elsewhere in this article to any dividend payable on any preference shares shall not be treated as including a reference to any special dividend paid on any relevant preference shares pursuant to this sub paragraph (vii).
The company shall be entitled at any time and from time to time and without any consent or sanction of the holders of any preference shares (subject to the terms of issue of any series thereof) to create and issue further preference share capital ranking as regards participation in the profits and assets of the company after or pari passu with such preference shares. Such creation and issue shall be deemed not to alter, vary, affect, modify or abrogate any of the rights attaching to the preference shares (subject as aforesaid) or the ordinary shares and for the avoidance of doubt such rights shall not be deemed to be varied by the alteration of any of the provisions, other than provisions as to pari passu ranking, set out in these articles in respect of any unissued preference shares. Any further series of preference shares ranking, as regards participation in profits or assets, pari passu with the preference shares then in issue may, without their creation or issue being deemed to vary the special rights attaching to the preference shares then in issue (unless otherwise specifically determined by such rights), either carry identical rights in all respects with the preference shares then in issue or carry rights differing therefrom in any respect including, but without prejudice to the foregoing, in that:
(vii) such shares may be convertible into ordinary shares or any other class of shares ranking as regards participation in the profits and assets of the company pari passu with or after the preference shares, in each case on such terms and conditions as may be prescribed by the terms of issue thereof.
Subject to the provisions of the Companies Acts:
All the provisions of these articles as to general meetings of the company shall mutatis mutandis apply to any such separate general meeting, but so that the necessary quorum shall be a person or persons holding or representing by proxy not less than one third in nominal value of the issued shares of the class, that every holder of shares of the class shall be entitled on a poll to one vote for every share of the class held by him, that any holder of shares of the class present in person or by proxy may demand a poll and that at any adjourned meeting of the holders one holder present in person or by proxy (whatever the number of shares held by him) shall be a quorum.
(J) Despatch of Notices, etc.
The company shall send or deliver to the registered holders of preference shares a copy of every circular or other document sent or delivered to the holders of the ordinary shares at the same time as it is sent or delivered to the holders of the ordinary shares including, notwithstanding the provisions of paragraph (E), a copy of every notice convening a general meeting of the company.
Subject to the provisions of the Companies Acts, all or any of the rights attached to any existing class of shares may from time to time (whether or not the company is being wound up) be varied either with the consent in writing of the holders of not less than three fourths in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. All the provisions of these articles as to general meetings of the company shall, with any necessary modifications, apply to any such separate general meeting, but so that the necessary quorum shall be two persons entitled to vote and holding or representing by proxy not less than one third in nominal value of the issued shares of the class, (excluding any shares of that class held as treasury shares) (but so that at any adjourned meeting one holder entitled to vote and present in person or by proxy (whatever the number of shares held by him) shall be a quorum), that every holder of shares of the class present in person or by proxy and entitled to vote shall be entitled on a poll to one vote for every share of the class held by him (subject to any rights or restrictions attached to any class of shares) and that any holder of shares of the class present in person or by proxy and entitled to vote may demand a poll. The foregoing provisions of this article shall apply to the variation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class and their special rights were to be varied.
The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them or by the purchase or redemption by the company of any of its own shares.
Subject to the provisions of these articles and to any resolution passed by the company and without prejudice to any rights attached to existing shares, the board may offer, reclassify, allot, grant options over or otherwise deal with or dispose of shares in the company to such persons, at such times and for such consideration and upon such terms as the board may decide.
The company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly-paid shares or other securities or partly in one way and partly in the other.
Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the company as holding any share upon any trust and the company shall not be bound by or required in any way to recognise (even when having notice of it) any interest in any share or (except only as by these articles or by law otherwise provided) any other right in respect of any share other than an absolute right to the whole of the share in the holder.
and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form.
forming a class which is separate from certificated shares with the same rights.
Every person (except a person to whom the company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within the time limits prescribed by the Companies Acts (or, if earlier, within any prescribed time limit or within a time specified when the shares were issued) one certificate for all those shares of any one class. In the case of a certificated share held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who transfers some but not all of the shares comprised in a certificate shall be entitled to a certificate for the balance without charge to the extent the balance is to be held in certificated form.
If a share certificate is defaced, worn out, lost or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity as the board may decide and, where it is defaced or worn out, after delivery of the old certificate to the company. Any two or more certificates representing shares of any one class held by any member shall at his request be cancelled and a single new certificate for such shares issued in lieu. Any certificate representing shares of any one class held by any member may at his request be cancelled and two or more certificates for such shares may be issued instead. The board may require the payment of any exceptional out-of-pocket expenses of the company incurred in connection with the issue of any certificates under this article. Any one of two or more joint holders may request replacement certificates under this article.
Every share certificate shall be executed under a seal or in such other manner as the board, having regard to the terms of issue and any listing requirements, may authorise and shall specify the number and class of the shares to which it relates and the amount or respective amounts paid up on the shares. The board may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person.
Every share certificate sent in accordance with these articles will be sent at the risk of the member or other person entitled to the certificate. The company will not be responsible for any share certificate lost or delayed in the course of delivery.
The company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the company (whether presently or not) in respect of that share. The company's lien on a share shall extend to every amount payable in respect of it. The board may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article.
The company may sell, in such manner as the board may decide, any share on which the company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale the board may authorise some person to sign an
instrument of transfer of the share sold to or in accordance with the directions of the purchaser. The transferee shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in relation to the sale.
The net proceeds, after payment of the costs, of the sale by the company of any share on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale and upon surrender, if required by the company, for cancellation of the certificate for the share sold) be paid to the person who was entitled to the share at the time of the sale.
21. Calls
Subject to the terms of issue, the board may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of issue, and each member shall (subject to the company serving upon him at least 14 clear days' notice specifying when and where payment is to be made) pay to the company as required by the notice the amount called on his shares. A call may be made payable by instalments. A call may be revoked or postponed, in whole or in part, as the board may decide. A person upon whom a call is made shall remain liable jointly and severally with the successors in title to his shares for all calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.
22. Timing of calls
A call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed.
The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points), as the board may decide, and all expenses that have been incurred by the company by reason of such non-payment, but the board shall be at liberty in any case or cases to waive payment of the interest or expenses wholly or in part.
Any amount which becomes payable in respect of a share on allotment or on any other date fixed by or in accordance with the terms of issue, whether in respect of the nominal amount of the share or by way of premium or as an instalment of a call, shall be deemed to be a call and, if it is not paid, all the provisions of these articles shall apply as if the sum had become due and payable by virtue of a call.
The board may on or before the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.
The board may, if it thinks fit, receive from any member who is willing to advance them all or any part of the moneys uncalled and unpaid upon any shares held by him and on all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate (not exceeding the Bank of England base rate by more than five percentage points, unless the company by ordinary resolution shall otherwise direct) as the board may decide.
If any call or instalment of a call remains unpaid on any share after the day appointed for payment, the board may at any time serve a notice on the holder requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and any expenses incurred by the company by reason of such non-payment.
The notice shall name a further day (not being less than 14 clear days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed,
the shares in respect of which the call has been made or instalment is payable will be liable to be forfeited.
If the notice is not complied with, any share in respect of which it was given may, at any time before payment of all calls or instalments and interest and expenses due in respect of it have been made, be forfeited by a resolution of the board to that effect and the forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares and not paid before the forfeiture. The board may accept the surrender of any share liable to be forfeited and, in that event, references in these articles to forfeiture shall include surrender.
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be invalidated by any omission or neglect to give notice.
Until cancelled in accordance with the requirements of the Companies Acts, a forfeited share shall be deemed to be the property of the company and may be sold or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person upon such terms and in such manner as the board shall decide. The board may for the purposes of the disposal authorise some person to sign an instrument of transfer to the designated transferee. The company may receive the consideration (if any) given for the share on its disposal. At any time before a sale or disposition the forfeiture may be cancelled by the board on such terms as the board may decide.
A person whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the company for cancellation the certificate for the forfeited shares but shall remain liable to pay to the company all moneys which at the date of the forfeiture were payable by him to the company in respect of those shares with interest thereon at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the board may decide from the date of forfeiture until payment, and the company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any consideration received on their disposal.
A statutory declaration that the declarant is a director of the company or the secretary and that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the signing of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale or disposal.
notice or exclude any shares from it. The company shall cancel a restriction notice within seven days after receipt of a notice in writing that the relevant shares have been transferred pursuant to an arm's length sale.
a sale is an "arm's length sale" if the board is satisfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares;
"person appearing to be interested" in any shares shall mean any person named in a response to a statutory notice or otherwise notified to the company by a member as being so interested or shown in any register or record kept by the company under the Companies Acts as so interested or, taking into account a response or failure to respond in the light of the response to any other statutory notice and any other relevant information in the possession of the company, any person whom the company knows or has reasonable cause to believe is or may be so interested;
"person with a 0.25 per cent. interest" means a person who holds, or is shown in any register or record kept by the company under the Companies Acts as having an interest in, shares in the company which comprise in total at least 0.25 per cent. in number or nominal value of the shares of the company (calculated exclusive of any shares held as treasury shares), or of any class of such shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the date of service of the restriction notice;
"relevant period" means a period of 14 days following service of a statutory notice;
"relevant restrictions" means in the case of a restriction notice served on a person with a 0.25 per cent. interest that:-
and in any other case mean only the restriction specified in subparagraph (i) of this definition; and
"statutory notice" means a notice served by the company under the Companies Acts requiring particulars of interests in shares or of the identity of persons interested in shares.
The instrument of transfer of a certificated share shall be signed by or on behalf of the transferor and (in the case of a partly paid share) the transferee. All instruments of transfer, when registered, may be retained by the company.
38. Right to decline registration of partly paid shares
The board can decline to register any transfer of any share which is not a fully paid share.
number of joint holders to whom the uncertificated share is to be transferred exceeds four.
No fee shall be charged by the company for registering any transfer, document or instruction relating to or affecting the title to any share or for making any other entry in the register.
Kong, by instructing a member of the Hong Kong Stock Exchange to sell them at the best price reasonably obtainable at the time of sale if:-
in sub-paragraphs (A)(i) to (A)(iv) are satisfied in relation to the additional shares (but as if the words "after the 12-year period" were omitted from paragraph (A)(ii) and the words "during the 12 year period and" were omitted from paragraph (A)(iii) and no dividend has been cashed on these shares or otherwise satisfied by the transfer of funds to a bank account or by means of a relevant system or by any other means determined in accordance with article 124).
If a member dies, the survivor or survivors, where he was a joint holder, and his personal representatives, where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the company as having any title to his shares; but nothing contained in these articles shall release the estate of a deceased holder from any liability in respect of any share held by him solely or jointly with other persons.
43. Entry of transmission in register
Where the entitlement of a person to a certificated share in consequence of the death or bankruptcy of a member or of any other event giving rise
to its transmission by operation of law is proved to the satisfaction of the board, the board shall within two months after proof cause the entitlement of that person to be noted in the register.
Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by him registered as the holder. If he elects to be registered himself he shall give notice to the company to that effect. If he elects to have another person registered and the share is a certificated share, he shall sign an instrument of transfer of the share to that person. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the board may require (including, without limitation, the signing of any document and the giving of any instruction by means of a relevant system) to enable himself or that person to be registered as the holder of the share. The board may at any time require the person to elect either to be registered himself or to transfer the share and if the requirements are not complied with within 60 days of being issued the board may withhold payment of all dividends and other moneys payable in respect of the share until the requirements have been complied with. All the provisions of these articles relating to the transfer of, and registration of transfers of, shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or signed by the member.
Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share shall cease, but the person entitled by transmission to the share may give a good discharge for any dividends or other moneys payable in respect of it and shall have the same rights in relation to the share as he would have had if he were the holder of it save that, until he becomes the holder, he shall not be entitled in respect of the share (except with the authority of the board) to receive notice of, or to attend or vote at, any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings.
Any resolution authorising the company to sub divide its shares or any of them may determine that, as between the shares resulting from the sub
division, any of them may have any preference, advantage or deferred or other right or be subject to any restriction as compared with the others.
Whenever as a result of a consolidation, consolidation and sub division or sub division of shares any holders would become entitled to fractions of a share, the board may deal with the fractions as it thinks fit including by aggregating and selling them or by dealing with them in some other way. For the purposes of effecting any such sale, the board may arrange for the shares representing the fractions to be entered in the register as certificated shares. The board may sell shares representing fractions to any person, including the company and may authorise some person to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. The person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale.
that person is or how that person is able to communicate with others who are attending and participating.
(E) Where holders of shares can participate at a general meeting by means of an electronic facility, any document required to be on display or available for inspection will be made available for the required period in electronic form to those persons entitled to inspect it and this will satisfy any such requirement.
If the board, in its absolute discretion, considers that it is impractical or undesirable for any reason to hold a general meeting, whether generally or on the date or at the time or place (or places in the case of a satellite meeting) specified in the notice calling the general meeting or by means of any electronic facility available for that meeting, or if otherwise the board considers it appropriate to alter any of the other arrangements in relation to a general meeting, it may postpone (either sine die or to another date, time or place) or move the general meeting or change, cancel or introduce any electronic facility or make other alterations in respect of the general meeting (or do any of these things). Notice of the date, time and place (or places in the case of a satellite meeting) of, or other alterations in respect of, any rearranged meeting shall be given in such manner as the board may determine. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these articles not less than 48 hours before the time appointed for holding the rearranged meeting. The board may also postpone, move or make other arrangements in respect of the rearranged meeting under this article (or do any of these things).
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chairman of the meeting which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, five members present in
person or by proxy and entitled to vote shall be a quorum for all purposes.
If within five minutes (or such longer time not exceeding one hour as the chairman of the meeting may decide to wait) after the time appointed for the commencement of the meeting a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting:
The chairman of the meeting shall be entitled to, and shall, take such action or give directions for such action to be taken as he thinks fit (including to eject (physically or electronically) any person from any meeting) to facilitate the orderly conduct of the business of the meeting, the appropriate behaviour (including use of language) of persons attending the meeting, the proportionate discussions of any item of business of the meeting and the maintenance of good order generally. The chairman's decision on any such matters, points of order, matters of procedure or arising incidentally from the business of the meeting shall be final as shall be his determination as to whether any point or matter is of such a nature.
The chairman of the meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place (or places in the case of a satellite meeting) and with such means of attendance and participation as he decides, where it appears to him that (a) the members entitled to vote and wishing to attend cannot be conveniently accommodated in the place appointed for the meeting (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business, (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted or (d) the facilities or security at the place of the meeting (or places in the case of a satellite meeting) or the electronic facility provided for the meeting have become inadequate or are otherwise not sufficient to allow the meeting to be conducted as intended. In addition, the chairman of the meeting may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place (or places in the case of a satellite meeting). When a meeting is adjourned sine die the time and place (or places in the case of a satellite meeting) and the means of attendance and participation for the adjourned meeting shall be fixed by the board. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. Any meeting may be adjourned more than once.
If the continuation of an adjourned meeting is to take place three months or more after it was adjourned notice of the adjourned meeting shall be given as in the case of an original meeting. Except where these articles otherwise require, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.
In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon and in the case of a resolution duly proposed as an ordinary resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least two working days prior to the date appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been received by the company at the office or the chairman of the meeting in his absolute discretion decides that it may be considered or voted upon. With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer before it is put to the vote.
If an amendment shall be proposed to any resolution under consideration but shall be ruled out of order by the chairman of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.
Subject to any special terms as to voting upon which any shares may be issued or may at the relevant time be held and to any other provisions of these articles, members shall be entitled to vote at a general meeting whether on a show of hands or on a poll as provided in the Companies Acts. For this purpose, where a proxy is given discretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevant member to vote in the way in which the proxy elects to exercise that discretion. On a poll every member who is present in person or by proxy shall, subject to any special terms as to voting upon which any shares may be issued or may at the relevant time be held and to any other provisions of these articles, have one vote for every share held.
A resolution put to the vote at a general meeting held partly by means of an electronic facility will be decided on a poll, which poll votes may be cast by such electronic means as the board decides are appropriate. Any such poll will be treated as having been validly demanded at the time fixed for the holding of the meeting. Subject to this, and any other requirements under the Hong Kong Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded. A poll may be demanded by:
The chairman of the meeting can also demand a poll before a resolution is put to the vote on a show of hands. Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution on a show of hands has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.
If any member is required under the Hong Kong Listing Rules to abstain from voting on any particular resolution or to vote only for or against any particular resolution, any vote cast by or on behalf of such member in contravention of such requirement shall not be counted.
If a poll is properly demanded it shall be taken in such manner as the chairman of the meeting shall direct. The result of the poll shall be
deemed to be the resolution of the meeting at which the poll was demanded.
A poll demanded on the election of a chairman of the meeting, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or on such date (being not later than 30 days after the date of the demand) and at such time and place or places and by means of such attendance and participation as the chairman of the meeting shall direct. It shall not be necessary (unless the chairman of the meeting otherwise directs) for notice to be given of a poll.
The demand for a poll (other than on the election of a chairman of the meeting or on a question of adjournment) shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded, and it may be withdrawn with the consent of the chairman of the meeting at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made.
In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.
A member in respect of whom an order has been made by any competent court or official on the ground that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote at any general meeting of the company and may exercise any other right conferred by membership in relation to general meetings by or through any person authorised in such circumstances to do so on his behalf (and that person may vote by proxy), provided that evidence to the satisfaction of the board of the authority of the person claiming to exercise the right to vote or such other right has been received by the company not later than the last time at which appointments of proxy should have been received in order to be valid for use at that meeting or on the holding of that poll.
No member shall, unless the board otherwise decides, be entitled in respect of any share held by him to attend or vote (either personally or by proxy) at any general meeting of the company or upon a poll or to exercise any other right conferred by membership in relation to general meetings or polls unless all calls or other sums presently payable by him in respect of that share have been paid.
the objection or error shall not vitiate the decision of the meeting or adjourned meeting or poll on any resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or poll at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be conclusive.
(B) The company shall not be obliged to ascertain whether a proxy or representative of a corporation has voted in accordance with a member's instructions and the failure of a proxy or representative so to do shall not vitiate the decision of the meeting or adjourned meeting or poll on any resolution.
The appointment of a proxy shall be in writing signed by the appointor or his duly authorised attorney or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. If a member (including one that is a clearing house or its nominee) appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to
exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting. For the avoidance of doubt, where a member is a clearing house or its nominee, it may authorise such person(s) as it thinks fit to act as its representative(s) or proxy(ies) at any general meeting or any separate general meeting of the holders of any class of shares or any creditors' meeting of the company. Each person so authorised shall be entitled to exercise the same rights on behalf of the clearing house or its nominee as that clearing house or its nominee could exercise if such person were an individual member of the company, including the right to speak and vote.
and an appointment of a proxy which is not, or in respect of which the authority or copy thereof is not, received in a manner so permitted shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is sent in electronic form as provided in these articles, but because of a technical problem it cannot be read by the recipient.
(B) The board may at its discretion determine that in calculating the periods mentioned in this article no account shall be taken of any part of a day that is not a working day.
No appointment of a proxy shall be valid after 12 months have elapsed from the date of its receipt save that, unless the contrary is stated in it, an appointment of a proxy shall be valid for use at an adjourned meeting or a poll after a meeting or an adjourned meeting even after 12 months, if it was valid for the original meeting.
The appointment of a proxy shall be in any usual form or in such other form as the board may approve (provided that this shall not preclude the use of a form with provision for two-way voting on all resolutions intended to be proposed). The appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to, or any other business which may properly come before, the meeting for which it is given as the proxy
thinks fit. The appointment of a proxy shall, unless the contrary is stated in it, be valid as well for any adjournment of the meeting as for the meeting to which it relates.
A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll, unless notice in writing of the determination was received by the company at the office (or such other place or address as was specified by the company for the receipt of appointments of proxy) not later than the last time at which an appointment of a proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken.
The provisions of these articles relating to general meetings shall apply, with any necessary modifications, to any separate general meeting of the holders of shares of a class convened otherwise than in connection with the variation or abrogation of the rights attached to the shares of that class. For this purpose, a general meeting at which no holder of a share other than an ordinary share may, in his capacity as a member, attend or vote shall also constitute a separate general meeting of the holders of the ordinary shares.
A certificate under the hand of the officer of the company or of the officer of the registrar in charge of any branch register or of some other person appointed for the purpose by the board shall as regards the shares on that branch register be conclusive evidence:
79. Number of directors
Unless otherwise determined by ordinary resolution of the company, the directors (disregarding alternate directors) shall be not less than five nor more than thirty in number.
Unless otherwise determined by the company in general meeting, the qualification of a director shall be the holding alone, and not jointly with any other person, of US\$1,000 nominal amount of share capital of the company. A director may act before acquiring his qualification but if not already qualified shall acquire his qualification within six months of the date of his appointment as director.
Subject to the provisions of these articles, the company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles.
Subject to the provisions of these articles, the board may appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles. Any director so appointed shall retire at the next annual general meeting and shall then be eligible for reappointment but shall not be taken into account in determining the directors or the number of directors who are to retire by rotation at that meeting.
At every annual general meeting a minimum of one third of the directors shall retire from office, save that if their number is not three or any multiple of three then the minimum number required to retire shall be the number nearest to and not less than one third. If there are fewer than three directors they shall all retire.
The directors to retire by rotation on each occasion shall be those of the directors who held office at the time of the two preceding annual general meetings and who did not retire at either of them. If the number of directors so retiring is less than the minimum number required by these articles to retire by rotation, additional directors up to that number shall also retire. The additional directors to retire shall be those of the directors who have been longest in office since they were last elected; but, as between persons who were last elected on the same day, those to retire shall (unless they otherwise agree among themselves) be
determined by lot. In addition, a director who would not otherwise be required to retire shall retire if he has held office with the company, other than employment or executive office, for a continuous period of nine years or more at the date of the meeting. The directors to retire on each occasion (both as to number and identity) shall be determined by the composition of the board at start of business on the date of the notice convening the annual general meeting and no director shall be required to retire by rotation or be relieved from retiring by rotation by reason of any change in the number or identity of the directors after that time on the date of the notice but before the close of the meeting.
Subject to the provisions of these articles, at the meeting at which a director retires the company can pass an ordinary resolution to re-appoint the director or to appoint some other eligible person in his place.
In addition to any power of removal conferred by the Companies Acts, the company may by special resolution remove any director before the expiration of his period of office and may (subject to these articles) by ordinary resolution appoint another person who is willing to act to be a director in his place.
No person other than a director retiring at the meeting (whether by rotation or otherwise) shall be appointed or re-appointed a director at any general meeting unless:-
A director who retires (whether by rotation or otherwise) at an annual general meeting may, if willing to continue to act, be re-appointed. If he is re-appointed he is treated as continuing in office throughout. If he is
not re-appointed, he shall retain office until the end of the meeting or (if earlier) when a resolution is passed to appoint someone in his place.
Without prejudice to the provisions for retirement by rotation or otherwise contained in these articles, the office of a director shall be vacated if:
If the office of a director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the board.
The board or any committee authorised by the board may from time to time appoint one or more directors to hold any employment or executive office with the company for such period and upon such other terms as the board or any committee authorised by the board may in its discretion decide and may revoke or terminate any appointment so made. Any revocation or termination of the appointment shall be without prejudice to any claim for damages that the director may have against the company or the company may have against the director for any breach of any contract of service between him and the company which may be involved in the revocation or termination. A director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorised by the board may decide, and either in addition to or in lieu of his remuneration as a director.
Each of the directors shall be paid a fee at such rate as may from time to time be determined by the board provided that the aggregate of all fees so paid to directors (excluding amounts payable under any other provision of these articles) shall not exceed £2,000,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the company.
Any director who performs services which in the opinion of the board or any committee authorised by the board go beyond the ordinary duties of a director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or
any committee authorised by the board may in its discretion decide in addition to any remuneration provided for by or pursuant to any other article.
Each director may be paid his reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the board or committees of the board or general meetings of the company or any other meeting which as a director he is entitled to attend and shall be paid all other costs and expenses properly and reasonably incurred by him in the conduct of the company's business or in the discharge of his duties as a director. The company may also fund a director's or former director's expenditure and that of a director or former director of any holding company of the company for the purposes permitted under the Companies Acts and may do anything to enable a director or former director or a director or former director of any holding company of the company to avoid incurring such expenditure as provided in the Companies Acts.
The board or any committee authorised by the board may exercise all the powers of the company to provide benefits, either by the payment of gratuities or pensions or by insurance or in any other manner whether similar to the foregoing or not, for any director or former director or the relations or dependants of, or persons connected to, any director or former director provided that no benefits (except such as may be provided for by any other article) may be granted to or in respect of a director or former director who has not been employed by, or held an executive office or place of profit under, the company or any body corporate which is or has been its subsidiary undertaking or any predecessor in business of the company or any such body corporate without the approval of an ordinary resolution of the company. No director or former director shall be accountable to the company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the company.
(A) The board may, subject to the quorum and voting requirements set out in this article, authorise any matter which would otherwise involve a director breaching his duty under the Companies Acts to avoid conflicts of interest ("Conflict").
A director shall not, by reason of his office or of the fiduciary relationship thereby established, be liable to account to the company or the members for any remuneration, profit or other benefit realised by reason of his having any type of interest authorised under article 96(A) or permitted under article 97(B) and no contract shall be liable to be avoided on the grounds of a director having any type of interest authorised under article 96(A)or permitted under article 97(B).
meeting (so far as it is known to him) has not been fairly disclosed to the board.
(G) Subject to these articles, the board may also cause any voting power conferred by the shares in any other company held or owned by the company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment of the directors or any of them as directors or officers of the other company, or in favour of the payment of remuneration to the directors or officers of the other company. Subject to these articles, a director may also vote on and be counted in the quorum in relation to any of such matters.
Subject to these articles and to any directions given by the company in general meeting by special resolution, the business of the company shall be managed by the board which may exercise all the powers of the company whether relating to the management of the business of the company or not. No alteration of these articles and no special resolution shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that resolution had not been passed. The powers given by this article shall not be limited by any special power given to the board by any other article.
The board may exercise all the powers of the company to borrow money and to mortgage or charge all or any part of the undertaking, property
and assets (present and future) and uncalled capital of the company, to issue debentures and other securities and to give security, whether outright or as collateral security, for any debt, liability or obligation of the company or of any third party.
The board may entrust to and confer upon any director any of its powers, authorities and discretions (with power to sub delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the board or by a committee authorised by the board.
Any appointment or delegation by the board which is referred to in this article can be on any conditions decided on by the board.
(D) The ability of the board to delegate under this article applies to all its powers and is not limited because certain articles refer to powers being exercised by the board or by a committee authorised by the board while other articles do not.
business hours in Hong Kong (subject to such reasonable restrictions as the directors may impose, in accordance with applicable law), be open to inspection by a member without charge and by any other person on payment of such fee as the directors may determine from time to time, in accordance with applicable law.
The board may exercise any power conferred by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or that subsidiary.
The board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A director at any time may, and the secretary on the requisition of a director at any time shall, summon a board meeting.
Notice of a board meeting shall be deemed to be properly given to a director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the company for this purpose. A director may waive his entitlement to notice of any meeting either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting.
The quorum necessary 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. Subject to the provisions of these articles, 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 other director objects and if otherwise a quorum of directors would not be present.
The continuing directors or a sole continuing director may act notwithstanding any vacancy in their number. If the number of directors is reduced below the minimum number fixed by or in accordance with these articles or is below the number fixed by or in accordance with these articles as the quorum or there is only one continuing director, the continuing directors or director may fill vacancies and summon general meetings for the purpose of appointing further directors. If there are no directors or director able or willing to act, then any two members (excluding any member holding shares as treasury shares) may summon a general meeting for the purpose of appointing directors.
The board may appoint a director to be the chairman or a deputy chairman of the board, and may at any time remove him from that office. The chairman of the board or failing him a deputy chairman shall act as chairman at every meeting of the board. If more than one deputy chairman is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chairman who has been in office as a director longest shall take the chair. But if no chairman of the board or deputy chairman is appointed, or if at any meeting neither the chairman nor any deputy chairman is present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting. References in these articles to a deputy chairman include, if no one has been appointed to that title, a person appointed to a position with another title which the board designates as equivalent to the position of deputy chairman.
A meeting of the board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions vested in or exercisable by the board.
Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.
All or any of the members of the board may participate in a meeting of the board by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly.
A resolution in writing signed by all the directors who are at the relevant time entitled to receive notice of a meeting of the board and who would be entitled to vote on the resolution at a meeting of the board (if that number is sufficient to constitute a quorum) or by all the members of a committee at the relevant time shall be as valid and effectual as a resolution passed at a meeting of the board or, as the case may be, of the committee properly called and constituted. The resolution may be contained in one document or in several documents in like form each signed by one or more of the directors or members of the committee concerned.
All acts done by the board or by any committee or by any person acting as a director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the board or committee or person so acting or that they or any of them were disqualified from holding office or had vacated office or were not entitled to vote, be as valid as if each such member or person had been properly appointed and was qualified and had continued to be a director or member of the committee and had been entitled to vote.
The board shall provide for the custody of every seal of the company. A seal shall only be used by the authority of the board or of a committee of the board authorised by the board in that behalf. Subject as otherwise provided in these articles, and to any resolution of the board or committee of the board dispensing with the requirement for any countersignature on any occasion, any instrument to which the common seal is applied shall be signed by at least one director and the secretary, or by at least two directors or by one director in the presence of a witness who attests the signature or by such other person or persons as the board may approve. Any instrument to which an official seal is applied need not, unless the board otherwise decides or the law otherwise requires, be signed by any person.
The company may by ordinary resolution from time to time declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the board.
The board may pay such interim dividends as appear to the board to be justified by the financial position of the company and may also pay any dividend payable at a fixed rate at intervals settled by the board whenever the financial position of the company, in the opinion of the board, justifies its payment. If the board acts in good faith, it shall not incur any liability to the holders of any shares for any loss they may suffer in consequence of the payment of an interim or fixed dividend on any other class of shares ranking pari passu with or after those shares.
Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:
The board may decide the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.
The board may deduct from any dividend or other moneys payable to a member by the company on or in respect of any shares all sums of money (if any) presently payable by him to the company on account of calls or otherwise in respect of shares of the company. Sums so deducted can be used to pay amounts owing to the company in respect of the shares.
Subject to the rights attaching to, or the terms of issue of, any shares, no dividend or other moneys payable by the company on or in respect of any share shall bear interest against the company.
(iii) one or more of such means will be used for the payment and that holders will not be able to elect to receive the payment by any other means.
The board may for this purpose decide that different methods of payment may apply to different holders or groups thereof.
the dividend or other sum shall be treated as unclaimed for the purposes of these articles.
The company may cease to send any cheque, warrant or similar financial instrument through the post or to employ any other means of payment, including payment by means of a relevant system, for any dividend payable on any shares in the company which is normally paid in that manner on those shares if in respect of at least two consecutive dividends payable on those shares the cheques, warrants or similar financial instruments have been returned undelivered or remain uncashed during or at the end of the period for which the same are valid or that means of payment has failed. In addition, the company may cease to send any cheque, warrant or similar financial instrument through the post or may cease to employ any other means of payment if, in respect of one dividend payable on those shares, the cheque, warrant or similar financial instrument has been returned undelivered or remains uncashed during or at the end of the period for which the same is valid or that means of payment has failed and reasonable enquiries have failed to establish any new postal address or account of the holder. Subject to the provisions of these articles, the company must recommence sending cheques, warrants or similar financial instruments or employing such other means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing.
The board may, with the authority of an ordinary resolution, direct that any dividend may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, and where any difficulty arises in regard to the distribution the board may settle it as it thinks expedient, and in particular may authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any assets or any part thereof to be distributed and may determine that cash shall be paid to any members upon the footing of the value so fixed in order to secure equality of distribution and may vest any assets to be distributed in trustees as may seem expedient to the board.
The board may, if authorised by an ordinary resolution of the company, offer any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of any dividend specified by the ordinary resolution. The following provisions shall apply:
except that they will not be entitled to participation in the relevant dividend;
(A) The company may, subject to the rights attaching to any series of preference shares and upon the recommendation of the board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount standing to the credit of any reserve or fund (including retained earnings) at the relevant time whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the members or any class of members who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is
applied either in or towards paying up the amounts unpaid at the relevant time on any shares in the company held by those members respectively or in paying up in full shares, debentures or other obligations of the company to be allotted and distributed credited as fully paid up among those members, or partly in one way and partly in the other, but so that, for the purposes of this article: (i) a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up in full shares of the company that are to be allotted and distributed as fully paid up; and (ii) where the amount capitalised is applied in paying up in full shares that are to be allotted and distributed as fully paid up, the company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly. The board may authorise any person to enter into an agreement with the company on behalf of the persons entitled to participate in the distribution and the agreement shall be binding on those persons.
(B) Paragraph (A) of this article 129 shall not apply to any capitalisation of profits or reserves effected in accordance with the provisions of article 6.
Where any difficulty arises in regard to any distribution of any capitalised reserve or fund the board may settle the matter as it thinks expedient and in particular may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties, as may seem expedient to the board.
Notwithstanding any other provision of these articles, the company or the board may fix any date as the record date for any dividend, distribution, allotment or issue and such record date 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. The power to fix any such record date shall include the power to fix a time on the chosen date.
Subject to these articles, no member in his capacity as such shall have any right of inspecting any accounting record or book or document of the company except as conferred by law, ordered by a court of competent jurisdiction or authorised by the board or by ordinary resolution of the company.
The company may send or supply copies of its strategic reports with supplementary material to members of the company instead of copies of its full accounts and reports.
In the case of joint holders of a share, service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on or sending or supplying to all the joint holders.
Any notice, document or other information may be served, sent or supplied by the company by reference to the register as it stands at any time not more than 15 days before the date of service, sending or supply. No change in the register after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on or sent or supplied to any person in respect of a share in accordance with these articles, no person deriving any title or interest in that share shall be entitled to any further service, sending or supply of that notice, document or other information.
For a member registered on a branch register, notices, documents or other information can be posted or despatched in the United Kingdom or in the country where the branch register is kept.
Except as otherwise provided by these articles or as the board in its absolute discretion may determine, all notices to be given on the part of the members shall be left at or sent by registered letter to the office or may be left at or sent by registered post to any branch registry.
If there is a suspension or curtailment of postal services within the United Kingdom or some part of the United Kingdom or within Hong Kong, the company need only give notice of a general meeting to those members with whom the company can communicate by electronic means and who have provided the company with an address for this purpose. The company shall also advertise the notice in at least one newspaper with a national circulation in the United Kingdom (and/or, as applicable, in newspapers in Hong Kong in accordance with the Hong Kong Listing Rules) and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof. If at least six clear days prior to the meeting the sending or supply of notices by post in hard copy form has again become generally possible, the company shall send or supply confirmatory copies of the notice by post to those members who would otherwise receive the notice in hard copy form.
If the company destroys or deletes:-
and the company destroys or deletes the document or instruction in good faith and without express notice that its preservation was relevant to a claim, it shall be presumed irrebuttably in favour of the company that every share certificate so destroyed was a valid certificate and was properly cancelled, that every instrument of transfer or Operatorinstruction so destroyed or deleted was a valid and effective instrument of transfer or instruction and was properly registered and that every other document so destroyed or deleted was a valid and effective document and that any particulars of it which are recorded in the books or records of the company were correctly recorded. If the documents relate to uncertificated shares, the company must comply with any requirements of the uncertificated securities rules which limit its ability to destroy or delete these documents. Nothing contained in this article shall be construed as imposing upon the company any liability which, but for this article, would not exist or by reason only of the destruction or deletion of any document of the kind mentioned above before the relevant period mentioned in this article has elapsed or of the fact that any other condition precedent to its destruction mentioned above has not been fulfilled. References in this article to the destruction or deletion of any document include references to its disposal in any manner.
To the extent permitted by the Companies Acts, the company may indemnify any director or former director of the company or of any associated company against any liability and may purchase and maintain for any director or former director of the company or of any associated company insurance against any liability. No director or former director of the company shall be accountable to the company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the company.
| Article No | |
|---|---|
| A | |
| Accounts | |
| No right of member to Inspect Summary financial statements |
132 133 |
| Act | |
| Interpretation of | 2 |
| Agents | 105 |
| Alternate Directors (see Directors) | |
| Articles | |
| Interpretation of | 2 |
| B | |
| Bankruptcy of Member | |
| Limitation of rights of person entitled before registration |
44 |
| Procedure by person entitled to share in consequence of |
45 |
| Registration of person entitled to | 43 |
| Borrowing Powers | |
| Of board | 102 |
| Branch Register | |
| Exercise of power in regard to | 106 |
| Branch Registry | |
| Interpretation of | 2 |
| C | |
| Calls | |
| Boards power to differentiate | 26 |
| Contents of notice requiring payment | 29 |
| Estate of deceased joint holder | 42 |
| How made | 21 |
| Instalments to be treated as calls | 25 |
| Interest on calls in arrear | 24 |
|---|---|
| Interest on payments in advance | 27 |
| Joint holders – jointly and severally liable |
23 |
| Notice requiring payment | 28 |
| Payable on allotment | 25 |
| Payments in advance of calls | 27 |
| Sums payable in respect of may be deducted from dividends |
122 |
| Timing of calls | 22 |
| Voting, no right of if calls unpaid | 70 |
| When deemed to be made | 22 |
| Capital (see Shares) | |
| Alteration of | |
| by sub-division | 46 |
| How to be effected | 47 |
| Capitalisation of reserves | 126 |
| Power to mortgage or charge uncalled capital | 102 |
| Variation of class rights | 7(I), 8 |
| Capitalisation of Reserves | 129 |
| Certificates | |
| Destruction of | 141 |
| Joint holders | 14 |
| Replacement of | 15 |
| Sending of | 17 |
| Under seal | 16 |
| Uncertificated shares | 13 |
| Who entitle to | 14 |
| Chairman | |
| Casting vote at meeting of board | 114 |
| Duties and powers of at general meetings | 53, 55, 56, 57, 58, 61 |
| Of directors, election of | 112 |
| Who to preside at general meetings | 55 |
| Who to preside at meetings of board In absence of |
112 |
| Commission | |
|---|---|
| Power to pay | 11 |
| Committees | |
| Delegation of powers | 103 |
| Regulations for | 103 |
| Reimbursement of expenses for attending | 94 |
| Validity of acts | 117 |
| D | |
| Death of Member | |
| Limitation of rights if person entitled before registration |
45 |
| Procedure by person entitled | 44 |
| Registration of person entitled to a share in consequence of |
43 |
| Debentures and Debenture Stock | |
| Power to Issue | 102 |
| Destruction of Documents | 141 |
| Directors – Board |
|
| Alternate directors | 90 |
| Appointment – Board by |
82 |
| Appointment – Company by |
81 |
| Benefits, provisions for employees |
98 |
| Casual vacancies, filling of | 85 |
| Chairman (if any) to preside at general meetings |
55 |
| Chairman of | 112 |
| Committees (see Committees) | |
| Continuing directors may act | 111 |
| Conflicts of interest | 96, 97, 100 |
| Executive directors (see Executive Directors) | |
| Meetings of | 108, 109, 110, 113, 114 |
| Meetings, participation in | 115 |
| Meetings, summoning of on requisition of a director |
108 |
| Resolution signed by the directors to be effective |
116 |
|---|---|
| Notice of intention to propose appointment of | 87 |
| Number of | 79 |
| Pensions and gratuities for | 95 |
| Powers, general | 101 |
| Powers, special - | |
| Alternate directors, to appoint | 90 |
| Amount of calls, to differentiate as to | 26 |
| Borrowing | 102 |
| Branch register, in respect of | 106 |
| Calls to make | 21 |
| Executive and managing directors, to appoint |
91 |
| Pensions, to grant | 95 |
| Quorum | 110, 113 |
| Qualification of | 80 |
| Removal of, by Company | 86 |
| Remuneration of | 92 |
| Determination of, for extra services | 93 |
| Determination of, for travelling, hotel and other expenses |
94 |
| Restrictions on voting and exceptions | 96 |
| Retirement of | 82, 83, 84, 87 |
| Right to attend and speak at general meetings | 57 |
| Rotation of | 83, 84 |
| Seals, use of | 16, 118 |
| Vacancies, casual filling of | 85 |
| Vacancies, company may fill | 88 |
| Vacation of office – in what circumstances |
89 |
| Vacation of office – time of |
88 |
| Validity of acts done | 117 |
| Dividends | |
| Apportionment of | 121(B) |
| Currency of | 121(C) |
| Declaration of | 119 |
|---|---|
| Deduction of debts due to company | 122 |
| Included in forfeiture | 126 |
| Interim, payment of | 120 |
| Not to bear Interest | 123 |
| Not in cash | 127 |
| Payment, method of | 124 |
| Scrip | 128 |
| Uncashed | 125 |
| Unclaimed | 126 |
| Withheld in case of person entitled to a share by reason of death, etc |
44 |
| Executive Directors | |
|---|---|
| Appointment of | 91 |
| Determination of office | 91 |
| Remuneration of | 91 |
| Retirement by rotation, exemption from | 91 |
| F |
| Forfeiture of Shares | |
|---|---|
| ---------------------- | -- |
| Effect on rights of member | 33 |
|---|---|
| Non-compliance with notice requiring payment, forfeiture on |
30 |
| Notice requiring payment | 28, 29 |
| Notice to be given | 31 |
| Sale of forfeited shares | 32 |
| Time and place for payment to be specified in notice |
29 |
| Title to shares forfeited or surrendered | 30 |
| General Meetings | |
|---|---|
| Alteration of capital by resolution of | 46 |
| Notice of | 50, 51 |
| accidental omission to give | 50 |
| Adjournments | 58, 59 |
| Chairman of meeting | 55 |
|---|---|
| Changes to arrangements of | 51 |
| Electronic facilities | 49 |
| Orderly conduct | 56 |
| Poll (see Poll) | |
| Quorum | 52 |
| Adjournment if no | 53 |
| Satellite meetings | 49 |
| Security, health and safety and access arrangements |
54 |
| General Meetings - votes at |
|
| Branch registers, counting or proxies and votes on |
78 |
| Counted in error | 71 |
| Incapable members, voting rights of | 69 |
| Joint holders | 68 |
| No right of voting if sums unpaid | 70 |
| Objections to | 71 |
| Poll (see Poll) | |
| Proxies (see Proxy) | |
| I | |
| Indemnity | |
| Of directors and officers | 142 |
| Interpretation | 2 |
| J | |
| Joint Holders | |
| Calls jointly and severally liable on | 23 |
| Certificates of | 14 |
| Dividends, payment to | 124 |
| Transmission on death of | 42 |
| Not more than four to be registered | 39 |
| Service of notices on | 134 |
| Votes of, at general meetings | 68 |
| L |
|---|
| Lien | |
|---|---|
| Company's lien upon shares and dividends | 18 |
| Sale under | 19 |
| Sale proceeds, how applied | 20 |
| M | |
| Mental incapacity of Member | |
| Voting rights in incapacitated members | 69 |
| Month | |
| Interpretation of | 2 |
| N | |
| Notices | |
| Appointment of director, intention to propose | 87 |
| By members | 139 |
| Joint holders, service on | 134 |
| Lien, notice of intention to sell shares on which the company has |
19 |
| Members outside the United Kingdom, service on |
136 |
| Method of service | 134 |
| Of adjourned general meetings | 59 |
| Of general meetings | |
| Accidental omission to give | 50 |
| Non-receipt of | 50 |
| Of meetings of the board | 109 |
| On forfeiture of shares | 31 |
| Persons entitled by transmission, service on | 45 |
| Requiring payment of call | 28 |
| contents of | 29 |
| Requiring person entitled on death, etc, to register himself or Transfer share |
44 |
| When deemed served | 138 |
O
Interpretation of 2
| Orderly conduct | 56 |
|---|---|
| P | |
| Paid up - powers of board to grant |
128 |
| Poll Continuance of other business after |
67 |
| How to be demanded | 63 |
| How to be taken | 65 |
| Time for taking | 66 |
| Votes of members on | 62 |
| Votes on a, personally or by proxy | 62 |
| Whether show of hands or | 62 |
| Profits | |
| Capitalisation of | 129 |
| Proxy | |
| Appointment of | 72 |
| Cancellation of authority | 76 |
| Execution of | 72 |
| Form of | 75 |
| Maximum validity of | 74 |
| Receipt of proxies | 73 |
| Votes of members by | 62 |
| Votes by, at general meetings | 62 |
| Q | |
| Qualification of directors | 80 |
| Quorum | |
| At general meetings | 52 |
| At general meetings, adjournment if no | 53 |
| Of Board | 110 |
| R | |
| Record date |
For service 135 Power for board to fix 131 Register of Members (also see Registration) Entry in 36
| Power of board to refuse to place name of persons upon |
38, 39 |
|---|---|
| Registration | |
| No fee for | 40 |
| Of persons becoming entitled on death, bankruptcy or member or by operation of law |
43 |
| Of transfer | 36 |
| Power of board to refuse | 38, 39 |
| Remuneration of Directors | |
| Determination of | 92 |
| Expenses, travelling, hotel and incidental | 94 |
| For extra service | 93 |
| Resolutions | |
| Amendments to | 60 |
| Amendments rules out of order | 61 |
| Ordinary, to appoint director | 81,85 |
| S | |
| Sale of Shares | |
| Lien, under | 19 |
| Lien, under, application of proceeds | 20 |
| Of forfeited shares | 32 |
| Of shares held by untraced shareholders | 41 |
| Seal | |
| Certificates under | 16 |
| How to be affixed | 118 |
| Interpretation of | 2 |
| Safe custody of | 118 |
| Secretary | |
| Interpretation of | 2 |
| Security, health and safety and access arrangements |
54 |
| Service, record date for | 135 |
| Shareholders | |
| No right to inspect books | 132 |
| Power to vary rights of | 8 |
| Untraced - power to stop sending notices |
41 |
|---|---|
| Power of sale of shares held by | 41 |
| Shares (also see Calls, Certificates, Forfeiture of shares) (Transfer of Shares, Transmission of Shares) |
|
| Commissions and brokerage, power to pay | 11 |
| Creation or issue of a class | 5 |
| Division of | 46 |
| Dollar preference | 2, 7 |
| Fractions, how dealt with | 47 |
| Issue of | 10 |
| Lien upon | 18 |
| Preference | 2,7 |
| Preferred rights, with | 46 |
| Redeemable | 6 |
| Rights of person entitled on death or bankruptcy of member to |
42,43,44,45 |
| Sale under lien | 19 |
| Sale, application of proceeds | 20 |
| Sale, title of purchaser on | 19 |
| Special rights, with |
46 |
| Sub-division of | 46 |
| Suspension of rights | 35 |
| Trusts in respect of, not recognised | 12 |
| Uncertificated shares | 13 |
| Unissued, disposal of | 13 |
| Summary financial statements | 133 |
| T | |
| Title | |
| Of purchaser of forfeited shares | 32 |
| Transfer of Shares | |
| Destruction of instrument of | 141 |
| Form of | 36 |
| Power of Board to refuse registration of | 38,39 |
| Without written instrument | 36 |
| Transmission of Shares | |
|---|---|
| Limitation of fights of person entitled to on death, etc |
44 |
| On death | 42 |
| Procedure by person entitled | 44, 45 |
| Registration of person entitled | 44, 45 |
| Trusts | |
| Not recognised by the company | 12 |
| U | |
| Uncertificated shares | 13 |
| United Kingdom - interpretation of |
2 |
| V | |
| Variation of Rights | |
| Power to vary class rights | 7(I), 8 |
| When rights not deemed to be varied | 7(I), 9 |
| Votes of Members | |
| Branch registers, counting of proxies and votes |
78 |
| Counted in error | 71 |
| Incapacitated members, voting fights of | 69 |
| Joint holders | 68 |
| No right of voting. if call unpaid | 70 |
| Objection to the qualification of a voter | 71 |
| Poll (see Poll) | |
| Proxies (see Proxy) | |
| Vote not to be counted | 64 |
| W | |
| Written or in Writing interpretation of | 2 |
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