TIDM41LI
RNS Number : 0142P
Peabody Capital No 2 PLC
11 November 2016
Peabody Capital No 2 PLC (the Company)
Company No. 08782139
At a general meeting of the Company held at 45 Westminster
Bridge Road, London, SE1 7JB on 11 November 2016 the following
special resolution was passed.
Special Resolution
That the Company's articles of association (the Articles) be
amended as follows:
Article 1.1.30 of the Articles be deleted in its entirety and
replaced with the following:
'Peabody Group means Peabody Trust 2015 a registered society
with registration number 7223 or any corporate body:
(1) to whom Peabody Trust 2015 transfers the whole of its
engagements pursuant to the relevant provisions of the Co-operative
and Community Benefit Societies Act 2014; or
(2) formed as a result of an amalgamation pursuant to the
relevant provisions of the Co-operative and Community Benefit
Societies Act 2014, of Peabody Trust 2015 and one or more other
corporate bodies;
and any corporation (whether or not a company within the meaning
of the Companies Act 2006) in which it holds a majority of the
voting rights from time to time;'
Peabody Capital No 2 plc
Company Number: 08782139
Articles of Association
Effective from 11 November 2016 *
*Articles amended by a Special Resolution passed on 11 November
2016
Company number: 08782139
Public company limited by shares
Articles of Association
of
Peabody Capital No 2 plc
Contents
1 Defined terms 1
2 Liability of members 3
3 Directors' general authority 4
4 Members' reserve power 4
5 Powers of directors being less than minimum number 4
6 Members can call general meeting if not enough directors 4
7 Directors may delegate 4
8 Committees 6
9 Directors to take decisions collectively 6
10 Directors' written resolutions 6
11 Calling a directors' meeting 7
12 Participation in directors' meetings 7
13 Quorum for directors' meetings 7
14 Chairing of directors' meetings 8
15 Voting at directors' meetings: general rules 8
16 Chairman's casting vote at directors' meetings 8
17 Directors' conflicts of interest 8
18 Records of decisions to be kept 11
19 Directors' discretion to make further rules 11
20 Number of directors 11
21 Methods of appointing directors 11
22 Termination of director's appointment 12
23 Directors' remuneration 12
24 Officers' expenses 13
25 Appointment and removal of alternate directors 13
26 Rights and responsibilities of alternate directors 14
27 Termination of alternate directorship 15
28 Appointment and removal of secretary 15
29 Annual general meetings 15
30 Other general meetings 15
31 Convening general meetings 16
32 Notice of general meetings 16
33 Attendance and speaking at general meetings 17
34 Quorum for general meetings 18
35 Chairing general meetings 18
36 Attendance and speaking by directors and non-members 18
37 Adjournment 18
38 Voting: general 19
39 Errors and disputes 20
40 Demanding a poll 20
41 Procedure on a poll 20
42 Casting vote 21
43 Voting by proxy 21
44 Content of proxy notices 22
45 Delivery of proxy notices 22
46 Representation of corporations at meetings 23
47 Amendments to resolutions 23
48 Class meetings 24
49 Powers to issue different classes of share 24
50 Payment of commissions on subscription for shares 24
51 Company not bound by less than absolute interests 25
52 Certificates to be issued except in certain cases 25
53 Contents and execution of share certificates 25
54 Consolidated share certificates 26
55 Replacement share certificates 26
56 Share warrants 27
57 Company's lien over partly paid shares 28
58 Enforcement of the Company's lien 28
59 Call notices 29
60 Liability to pay calls 30
61 When call notice need not be issued 30
62 Failure to comply with call notice: automatic consequences
30
63 Notice of intended forfeiture 31
64 Directors' power to forfeit shares 31
65 Effect of forfeiture 32
66 Procedure following forfeiture 32
67 Surrender of shares 33
68 Transfers of Shares 33
69 Transmission of shares 34
70 Transmittees' rights 35
71 Exercise of transmittees' rights 35
72 Transmittees bound by prior notices 35
73 Procedure for disposing of fractions of shares 35
74 Procedure for declaring dividends 36
75 Calculation of dividends 36
76 Payment of dividends and other distributions 37
77 Deductions from distributions in respect of sums owed to the Company 38
78 No interest on distributions 38
79 Unclaimed distributions 38
80 Non-cash distributions 39
81 Waiver of distributions 39
82 Reserves 39
83 Authority to capitalise and appropriation of capitalised sums
40
84 Means of communication to be used 41
85 Failure to notify contact details 42
86 Company seals 43
87 Destruction of documents 43
88 No right to inspect accounts and other records 44
89 Provision for employees on cessation of business 44
90 Indemnity 45
91 Insurance 46
Part 1
Interpretation and Limitation of Liability
1 Defined terms
1.1 In these articles, unless the context requires otherwise:
1.1.1 alternate or alternate director has the meaning given in Article 25.1;
1.1.2 appointor has the meaning given in Article 25.1;
1.1.3 articles means the Company's articles of association for the time being in force;
1.1.4 bankruptcy includes individual insolvency proceedings in a
jurisdiction other than England and Wales or Northern Ireland which
have an effect similar to that of bankruptcy;
1.1.5 call has the meaning given in Article 59.1;
1.1.6 call notice has the meaning given in Article 59.1;
1.1.7 certificate means a paper certificate (other than a share
warrant) evidencing a person's title to specified shares or other
securities;
1.1.8 chairman has the meaning given in Article 14;
1.1.9 chairman of the meeting has the meaning given in Article 35.3;
1.1.10 Companies Acts means the Companies Acts (as defined in
section 2 of the Companies Act 2006), in so far as they apply to
the Company;
1.1.11 Company's lien has the meaning given in Article 57.1;
1.1.12 Conflict has the meaning given in Article 17.1;
1.1.13 conflicted director means a director who has, or could
have, a Conflict in a situation involving the Company and
consequently whose vote is not to be counted in respect of any
resolution to authorise such Conflict and who is not to be counted
as participating in the quorum for the meeting (or part of the
meeting) at which such resolution is to be voted upon;
1.1.14 director means a director of the Company, and includes
any person occupying the position of director, by whatever name
called;
1.1.15 distribution recipient has the meaning given in Article 76.2;
1.1.16 document includes, unless otherwise specified, any
document sent or supplied in electronic form;
1.1.17 electronic form has the meaning given in section 1168 of the Companies Act 2006;
1.1.18 fully paid in relation to a share, means that the nominal
value and any premium to be paid to the Company in respect of that
share have been paid to the Company;
1.1.19 hard copy form has the meaning given in section 1168 of the Companies Act 2006;
1.1.20 holder in relation to shares means the person whose name
is entered in the register of members as the holder of the 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;
1.1.21 instrument means a document in hard copy form;
1.1.22 lien enforcement notice has the meaning given in Article 58.2;
1.1.23 member has the meaning given in section 112 of the Companies Act 2006;
1.1.24 Model Articles means the model articles for public
companies limited by shares contained in Schedule 3 of the
Companies (Model Articles) Regulations 2008 (SI 2009/3229) as
amended prior to the date of adoption of these articles;
1.1.25 non-conflicted director means any director who is not a conflicted director;
1.1.26 ordinary resolution has the meaning given in section 282 of the Companies Act 2006;
1.1.27 paid means paid or credited as paid;
1.1.28 participate, in relation to a directors' meeting, has the meaning given in Article 12;
1.1.29 partly paid in relation to a share means that part of
that share's nominal value or any premium at which it was issued
has not been paid to the Company;
1.1.30 Peabody Group means Peabody Trust 2015 a registered
society with registration number 7223 or any corporate body:
(a) to whom Peabody Trust 2015 transfers the whole of its
engagements pursuant to the relevant provisions of the Co-operative
and Community Benefit Societies Act 2014; or
(b) formed as a result of an amalgamation pursuant to the
relevant provisions of the Co-operative and Community Benefit
Societies Act 2014, of Peabody Trust 2015 and one or more other
corporate;
and any corporation (whether or not a company within the meaning
of the Companies Act 2006) in which it holds a majority of the
voting rights from time to time;
1.1.31 proxy notice has the meaning given in Article 44;
1.1.32 securities seal has the meaning given in Article 53.2.1;
1.1.33 shares means shares in the Company;
1.1.34 special resolution has the meaning given in section 283 of the Companies Act 2006;
1.1.35 subsidiary has the meaning given in section 1159 of the Companies Act 2006;
1.1.36 transmittee means a person entitled to a share by reason
of the death or bankruptcy of a holder or otherwise by operation of
law;
1.1.37 United Kingdom means Great Britain and Northern Ireland; and
1.1.38 writing means the representation or reproduction of
words, symbols or other information in a visible form by any method
or combination of methods, whether sent or supplied in electronic
form or otherwise.
1.2 Save as otherwise specifically provided in these articles,
words and expressions which have particular meanings in the Model
Articles shall have the same meanings in these articles, subject to
which and unless the context otherwise requires, words and
expressions which have particular meanings in the Companies Act
2006 as in force on the date when these articles become binding on
the Company shall have the same meanings in these articles.
1.3 Headings in these articles are used for convenience only and
shall not affect the construction or interpretation of these
articles.
1.4 Unless expressly provided otherwise, a reference to a
statute, statutory provision or subordinate legislation is a
reference to it as it is in force from time to time and shall
include any orders, regulations or subordinate legislation from
time to time made under it and any amendment or re-enactment of it
or any such orders, regulations or subordinate legislation for the
time being in force.
1.5 Any phrase introduced by the terms "including", "include",
"in particular" or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding
those terms.
1.6 No regulations for the management of a company set out in
any schedule to any statute concerning companies or contained in
any regulations or instrument made pursuant to a statute, including
the Model Articles, shall apply to the Company, but the following
shall be the articles of association of the Company.
2 Liability of members
The liability of the members is limited to the amount, if any,
unpaid on the shares held by them.
Part 2
Directors
Directors' Powers and Responsibilities
3 Directors' general authority
Subject to these articles and to the applicable provisions for
the time being of the Companies Act 2006, the directors are
responsible for the management of the Company's business, for which
purpose they may exercise all the powers of the Company.
4 Members' reserve power
4.1 The members may, by special resolution, direct the directors
to take, or refrain from taking, specified action.
4.2 No such special resolution invalidates anything which the
directors have done before the passing of the resolution.
5 Powers of directors being less than minimum number
If the number of directors is less than the minimum for the time
being prescribed by these articles, the remaining director shall
act only for the purposes of appointing an additional director or
directors to make up such minimum or of convening a general meeting
of the Company for the purpose of making such appointment.
6 Members can call general meeting if not enough directors
6.1 If:
6.1.1 the Company has fewer than two directors, and
6.1.2 the director (if any) is unable or unwilling to appoint
sufficient directors to make up a quorum or to call a general
meeting to do so,
then two or more members may call a general meeting (or instruct
the Company secretary to do so) for the purpose of appointing one
or more directors. Subject to the provisions of these articles, any
additional director so appointed shall hold office only until the
dissolution of the annual general meeting of the Company next
following such appointment unless he is re-elected during such
meeting.
7 Directors may delegate
7.1 Subject to the articles, the directors may delegate any of
the powers which are conferred on them under the articles:
7.1.1 to such person or committee;
7.1.2 by such means (including by power of attorney);
7.1.3 to such an extent;
7.1.4 in relation to such matters or territories; and
7.1.5 on such terms and conditions;
as they think fit.
7.2 If the directors so specify, any such delegation may
authorise further delegation of the directors' powers by any person
to whom they are delegated.
7.3 The directors may revoke any delegation in whole or part, or
alter its terms and conditions.
8 Committees
8.1 Committees to which the directors delegate any of their
powers must follow procedures which are based as far as they are
applicable on those provisions of the articles which govern the
taking of decisions by directors.
8.2 The directors may make rules of procedure for all or any
committees, which prevail over rules derived from the articles if
they are not consistent with them.
8.3 Where a provision of the articles refers to the exercise of
a power, authority or discretion by the directors and that power,
authority or discretion has been delegated by the directors to a
committee, the provision shall be construed as permitting the
exercise of the power, authority or discretion by the
committee.
Decision-Making by Directors
9 Directors to take decisions collectively
9.1 The general rule about decision-making by directors is that
any decision of the directors must be taken as a majority decision
at a meeting or as a directors' written resolution in accordance
with Article 10.
10 Directors' written resolutions
10.1 Any director may propose a directors' written resolution by
giving notice in writing of the proposed resolution to each of the
other directors (including alternate directors).
10.2 The Company secretary must propose a directors' written
resolution if a director so requests by giving notice in writing of
the proposed resolution to each of the other directors (including
alternate directors).
10.3 Notice of a proposed directors' written resolution must indicate:
10.3.1 the proposed resolution; and
10.3.2 the time by which it is proposed that the directors should adopt it.
10.4 A proposed directors' written resolution is adopted when
all of the non-conflicted directors (or their alternates) have
signed one or more copies of it, provided that those directors (or
their alternates) would have formed a quorum at a directors'
meeting (or at a meeting of a committee of the directors, as the
case may be) were the resolution to have been proposed at such
meeting.
10.5 Once a directors' written resolution has been adopted, it
must be treated as if it had been a decision taken at a directors'
meeting (or at a meeting of a committee of the directors, as the
case may be) in accordance with the articles.
10.6 It is immaterial whether any director signs the resolution
before or after the time by which the notice proposed that it
should be adopted.
11 Calling a directors' meeting
11.1 Any director may call a directors' meeting by giving notice
of the meeting to each of the directors (including alternate
directors), whether or not he is absent from the United Kingdom, or
by authorising the Company secretary to give such notice.
11.2 Notice of any directors' meeting must indicate:
11.2.1 its proposed date and time;
11.2.2 where it is to take place; and
11.2.3 if it is anticipated that directors participating in the
meeting will not be in the same place, how it is proposed that they
should communicate with each other during the meeting.
11.3 Subject to Article 11.4, notice of a directors' meeting
must be given to each director but need not be in writing.
11.4 Notice of a directors' meeting need not be given to
directors who waive their entitlement to notice of that meeting, by
giving notice in writing to that effect to the Company on or before
the date falling seven days after the date on which the meeting is
held. Where such notice is given after the meeting has been held,
that does not affect the validity of the meeting, or of any
business conducted at it.
12 Participation in directors' meetings
12.1 Subject to the articles, directors participate in a
directors' meeting, or part of a directors' meeting, when:
12.1.1 the meeting has been called and takes place in accordance with the articles, and
12.1.2 they can each communicate to the others any information
or opinions they have on any particular item of the business of the
meeting.
12.2 In determining whether directors are participating in a
directors' meeting, it is irrelevant where any director is or how
they communicate with each other.
12.3 If all the directors participating in a meeting are not in
the same place, they may decide that the meeting is to be treated
as taking place wherever any of them is.
13 Quorum for directors' meetings
13.1 At a directors' meeting, unless a quorum is participating,
no proposal is to be voted on, except a proposal to call another
meeting.
13.2 Subject to Article 13.3, the quorum for the transaction of
business at a meeting of directors may be fixed from time to time
by a decision of the directors, but it must never be less than two
directors, and unless otherwise fixed it is two.
13.3 For the purposes of any meeting (or part of a meeting) held
pursuant to Article 17 to authorise a director's Conflict, if there
is only one non-conflicted director in office in addition to the
conflicted director(s), the quorum for such meeting (or part of a
meeting) shall be one non-conflicted director.
14 Chairing of directors' meetings
14.1 The directors may appoint a director to chair their meetings.
14.2 The person so appointed for the time being is known as the chairman.
14.3 The directors may appoint other directors as deputy or
assistant chairmen to chair directors' meetings in the chairman's
absence.
14.4 The directors may terminate the appointment of the
chairman, deputy or assistant chairman at any time.
14.5 If none of the chairman, deputy or assistant chairman nor
any director appointed generally to chair directors' meetings in
the chairman's absence is participating in a meeting within ten
minutes of the time at which it was to start, the participating
directors must appoint one of themselves to chair it.
15 Voting at directors' meetings: general rules
15.1 Subject to the articles, a decision is taken at a
directors' meeting by a majority of the votes of the participating
non-conflicted directors.
15.2 Subject to the articles, each director participating in a
directors' meeting has one vote.
16 Chairman's casting vote at directors' meetings
16.1 If the numbers of votes for and against a proposal are
equal, the chairman or other director chairing the meeting has a
casting vote.
16.2 Article 16.1 does not apply in respect of a particular
meeting (or part of a meeting) if, in accordance with the articles,
the chairman or other director chairing the meeting is a conflicted
director for the purposes of that meeting (or that part of that
meeting at which the proposal is voted upon).
17 Directors' conflicts of interest
17.1 The directors may, in accordance with the requirements set
out in this Article 17, authorise any matter proposed to them by
any director which would, if not authorised, involve a director
breaching his duty under section 175 of the Companies Act 2006 to
avoid conflicts of interest (such matter being hereinafter referred
to as a Conflict).
17.2 A director seeking authorisation in respect of a Conflict
shall declare to the other directors the nature and extent of his
interest in a Conflict as soon as is reasonably practicable. The
director shall provide the other directors with such details of the
relevant matter as are necessary for the other directors to decide
how to address the Conflict together with such other information as
may be requested by the other directors.
17.3 Any authorisation under this Article 17 will be effective only if:
17.3.1 the matter in question shall have been proposed by any
director for consideration at a meeting of directors in the same
way that any other matter may be proposed to the directors under
the provisions of these articles or in such other manner as the
directors may determine;
17.3.2 any requirement as to the quorum at the meeting of the
directors at which the matter is considered is met without counting
the director in question and any other conflicted director(s);
and
17.3.3 the matter was agreed to without the director and any
other conflicted director(s) voting or would have been agreed to if
their votes had not been counted.
17.4 Any authorisation of a Conflict under this Article 17 may
(whether at the time of giving the authorisation or
subsequently):
17.4.1 extend to any actual or potential conflict of interest
which may reasonably be expected to arise out of the Conflict so
authorised;
17.4.2 provide that the conflicted director be excluded from the
receipt of documents and information and the participation in
discussions (whether at meetings of the directors or otherwise)
related to the Conflict;
17.4.3 permit the conflicted director to absent himself from the
discussion of matters relating to the Conflict at any meeting of
the directors and be excused from reviewing papers prepared by, or
for, the directors to the extent they relate to such matters;
17.4.4 be subject to such terms and for such duration, or impose
such limits or conditions as the directors may determine; or
17.4.5 be terminated or varied by the directors at any time (but
this will not affect anything done by the conflicted director prior
to such termination or variation in accordance with the terms of
the authorisation).
17.5 In authorising a Conflict the directors may decide (whether at the time of giving the authorisation or subsequently) that if a director has obtained any information through his involvement in the Conflict otherwise than as a director of the Company and in respect of which he owes a duty of confidentiality to another person the director is under no obligation to:
17.5.1 disclose such information to the directors or to any
director or other officer or employee of the Company; or
17.5.2 use or apply any such information in performing his duties as a director,
17.5.3 where to do so would amount to a breach of that confidence.
17.6 Where the directors authorise a Conflict:
17.6.1 the director will be obliged to conduct himself in
accordance with any terms, limits and/or conditions imposed by the
directors in relation to the Conflict;
17.6.2 the director will not infringe any duty he owes to the
Company by virtue of sections 171 to 177 of the Companies Act 2006
provided he acts in accordance with such terms, limits and/or
conditions (if any) as the directors impose in respect of its
authorisation.
17.7 Subject to the applicable provisions for the time being of
the Companies Acts and provided that he has disclosed to the
directors the nature and extent of any interest of his in
accordance with the Companies Acts, a director notwithstanding his
office:
17.7.1 may be a party to, or otherwise interested in, any
contract, transaction or arrangement with the Company or in which
the Company is otherwise interested;
17.7.2 shall be counted as participating for voting and quorum
purposes in any decision in connection with any proposed or
existing transaction or arrangement with the Company, in which he
is in any way directly or indirectly interested;
17.7.3 may act by himself or his firm in a professional capacity
for the Company (otherwise than as auditor) and he or his firm
shall be entitled to remuneration for professional services as if
he were not a director;
17.7.4 may be a director or other officer of, or employed by, or
a party to any contract, transaction or arrangement with, or
otherwise interested in, any body corporate promoted by the Company
or in which the Company is otherwise interested;
17.7.5 may be a director or other officer of, or employed by any member of the Peabody Group;
17.7.6 may be entitled from time to time to share such
information concerning the business and affairs of the Company with
any member of the Peabody Group as he shall at his discretion see
fit; and
17.7.7 shall not, by reason of his being a director (or because
of the fiduciary relationship established by reason of being a
director), be accountable to the Company for any remuneration,
profit or other benefit which he (or anyone connected with him (as
defined in section 252 of the Companies Act 2006) derives:
(a) from or in connection with a relationship involving a
Conflict which has been authorised by the directors or by the
Company in general meeting (subject in each case to any terms,
limits or conditions attaching to that authorisation);
(b) from any such office or employment; or
(c) from any such contract, transaction or arrangement; or
(d) from any interest in any such body corporate,
(and no such contract, transaction or arrangement shall be
liable to be avoided on the ground of any such interest or benefit,
nor shall the receipt of any such remuneration or benefit
constitute a breach of his duty under section 176 of the Companies
Act 2006).
17.8 No authorisation under Article 17.1 shall be required in
respect of any interest referred to in Article 17.7 and provided
that he has disclosed to the directors, in accordance with the
Companies Acts, the nature and extent of any interest of his
falling within Article 17.7, a director shall not be considered a
conflicted director as a consequence of such interest.
17.9 For the purposes of this Article, references to proposed
decisions and decision-making processes include any directors'
meeting or part of a directors' meeting.
17.10 Subject to Article 17.11, if a question arises at a
meeting of directors or of a committee of directors as to the right
of a director to participate in the meeting (or part of the
meeting) for voting or quorum purposes, the question may, before
the conclusion of the meeting, be referred to the chairman whose
ruling in relation to any director other than the chairman is to be
final and conclusive.
17.11 If any question as to the right to participate in the
meeting (or part of the meeting) should arise in respect of the
chairman, the question is to be decided by a decision of the
directors at that meeting, for which purpose the chairman is not to
be counted as participating in the meeting (or that part of the
meeting) for voting or quorum purposes.
18 Records of decisions to be kept
The directors must ensure that the Company keeps a record, in
writing, for at least ten years from the date of the decision
recorded, of every decision taken by the directors.
19 Directors' discretion to make further rules
Subject to the articles, the directors may make any rule which
they think fit about how they take decisions, and about how such
rules are to be recorded or communicated to directors.
Appointment, Retirement and Termination of Appointment of
Directors
20 Number of directors
Unless otherwise determined by ordinary resolution, the number
of directors (other than alternate directors) shall not be subject
to any maximum but shall not be less than two.
21 Methods of appointing directors
21.1 Subject to articles 4 and 5, any person who is willing to
act as a director, and is permitted by law to do so, may be
appointed to be a director:
21.1.1 by ordinary resolution, or
21.1.2 by a decision of the directors.
21.2 Notwithstanding any other provision of these articles, the
holder or holders of a majority in nominal value of the issued
ordinary shares in the capital of the Company may at any time and
from time to time:
21.2.1 appoint any person to be a director (provided that any
such appointment does not cause the number of directors to exceed a
number fixed by or in accordance with these articles as the maximum
number of directors); or
21.2.2 remove any director from office.
Every such appointment or removal shall be effected by notice in
writing to the Company and shall take effect immediately (or on
such later date, if any, specified in the notice). Any such notice
of appointment or removal may consist of several documents in
similar form, each signed by or on behalf of one or more
holders.
22 Termination of director's appointment
22.1 A person ceases to be a director as soon as:
22.1.1 that person ceases to be a director by virtue of any
provision of the Companies Act 2006 or is prohibited from being a
director by law;
22.1.2 a bankruptcy order or interim receiving order is made against that person;
22.1.3 a composition is made with that person's creditors
generally in satisfaction of that person's debts or he applies to
the court for an interim order under section 253 of the Insolvency
Act 1986 in connection with a voluntary arrangement under that Act
and the Company resolves that his office be vacated;
22.1.4 a registered medical practitioner who is treating that
person gives a written opinion to the Company stating that that
person has become physically or mentally incapable of acting as a
director and may remain so for more than three months;
22.1.5 by reason of that person's mental health, a court makes
an order which wholly or partly prevents that person from
personally exercising any powers or rights which that person would
otherwise have; or
22.1.6 notification is received by the Company from the director
that the director is resigning from office as director, and such
resignation has taken effect in accordance with its terms.
23 Directors' remuneration
23.1 Directors may undertake any services for the Company that the directors decide.
23.2 Directors are entitled to such remuneration as the directors determine:
23.2.1 for their services to the Company as directors, and
23.2.2 for any other service which they undertake for the Company.
23.3 Subject to the articles, a director's remuneration may:
23.3.1 take any form, and
23.3.2 include any arrangements in connection with the payment
of a pension, allowance or gratuity, or any death, sickness or
disability benefits, to or in respect of that director.
23.4 Unless the directors decide otherwise, directors'
remuneration accrues from day to day.
23.5 Unless the directors decide otherwise, directors are not
accountable to the Company for any remuneration which they receive
as directors or other officers or employees of the Company's
subsidiaries or of any other body corporate in which the Company is
interested.
24 Officers' expenses
24.1 The Company may pay any reasonable expenses which the
directors (including alternate directors) and the Company secretary
properly incur in connection with their attendance at:
24.1.1 meetings of directors or committees of directors,
24.1.2 general meetings, or
24.1.3 separate meetings of the holders of any class of shares
or of debentures of the Company,
24.1.4 or otherwise in connection with the exercise of their
powers and the discharge of their responsibilities in relation to
the Company.
Alternate Directors
25 Appointment and removal of alternate directors
25.1 Any director (appointor) may appoint as an alternate any
other director, or any other person approved by resolution of the
directors, to:
25.1.1 exercise that director's powers, and
25.1.2 carry out that director's responsibilities,
in relation to the taking of decisions by the directors in the
absence of that appointor.
25.2 Any appointment or removal of an alternate must be effected
by notice in writing to the Company signed by the appointor, or in
any other manner approved by the directors.
25.3 The notice must:
25.3.1 identify the proposed alternate, and
25.3.2 in the case of a notice of appointment, contain a
statement signed by the proposed alternate that the proposed
alternate is willing to act as the alternate of the director giving
the notice.
25.4 An alternate director need not hold a share qualification
and shall not be counted in reckoning any maximum or minimum number
of directors allowed by these articles.
26 Rights and responsibilities of alternate directors
26.1 An alternate director may act as alternate to more than one
director and, in his capacity as alternate for a director, has the
same rights, in relation to any decision of the directors, as that
director.
26.2 Except as the articles specify otherwise, alternate directors:
26.2.1 are deemed for all purposes to be directors;
26.2.2 are liable for their own acts and omissions;
26.2.3 are subject to the same restrictions as their appointors; and
26.2.4 are not deemed to be agents of or for their appointors,
and, in particular but without limitation, each alternate
director shall (subject to his giving to the Company an address
within the United Kingdom at which notices may be served on him) be
entitled to receive notice of all meetings of directors and of all
meetings of committees of directors of which his appointor is a
member.
26.3 A person who is an alternate director but not a director:
26.3.1 may be counted as participating for the purposes of
determining whether a quorum is participating (but only if that
person's appointor is not participating and provided that no
alternate may be counted as more than one director for such
purposes); and
26.3.2 may sign a written resolution (but only if it is not
signed or to be signed by that person's appointor).
26.4 A director who is also an alternate director has an
additional vote on behalf of each appointor who is:
26.4.1 not participating in a directors' meeting, and
26.4.2 would have been entitled to vote if they were participating in it,
but he shall not be counted as more than one director for the
purpose of determining whether a quorum is present.
26.5 An alternate director shall be entitled to contract and be
interested in and benefit from contracts or arrangements with the
Company and to be repaid expenses and to be indemnified to the same
extent mutatis mutandis as if he were a director. An alternate
director is not entitled to receive any remuneration from the
Company for serving as an alternate director except such part of
the alternate's appointor's remuneration as the appointor may
direct by notice in writing made to the Company. Subject to this
Article, the Company shall pay to the alternate director such
expenses as might properly have been paid to him if he had been a
director.
27 Termination of alternate directorship
27.1 An alternate director's appointment as an alternate for any appointor terminates:
27.1.1 when that appointor revokes the appointment by notice to
the Company in writing specifying when it is to terminate;
27.1.2 notification is received by the Company from the
alternate that the alternate is resigning as alternate for that
appointor and such resignation has taken effect in accordance with
its terms;
27.1.3 on the occurrence, in relation to the alternate, of any
event which, if it occurred in relation to that appointor, would
result in the termination of that appointor's appointment as a
director;
27.1.4 on the death of that appointor; or
27.1.5 when the alternate's appointor's appointment as a
director terminates, except that an alternate's appointment as an
alternate does not terminate when the appointor retires by rotation
at a general meeting and is then re-appointed as a director at the
same general meeting.
Secretary
28 Appointment and removal of secretary
The directors may appoint any person who is willing to act as
the Company secretary for such term, at such remuneration, and upon
such conditions as they may think fit and from time to time remove
such person and, if the directors so decide, appoint a replacement,
in each case by a decision of the directors.
Part 3
Decision-Making by Members
Organisation of General Meetings
29 Annual general meetings
Subject to the provisions of the Companies Acts, annual general
meetings shall be held at such time and place as the directors may
determine.
30 Other general meetings
All general meetings, other than annual general meetings, shall
be called general meetings.
31 Convening general meetings
31.1 The directors may call general meetings and, on the
requisition of members pursuant to the provisions of the Companies
Act 2006, shall forthwith proceed to convene a general meeting in
accordance with the Companies Act 2006. If there are not within the
United Kingdom sufficient directors to call a general meeting, any
director or the members requisitioning the meeting (or any of them
representing more than one half of the total voting rights of them
all) may call a general meeting.
32 Notice of general meetings
32.1 Subject to Article 32.2, general meetings (other than an
adjourned meeting) shall be called by notice of:
32.1.1 in the case of an annual general meeting, at least twenty-one clear days; and
32.1.2 in the case of any other general meeting, at least fourteen clear days
32.2 A general meeting may be called by shorter notice if it is so agreed by:
32.2.1 in the case of an annual general meeting, all the members
entitled to attend and vote at that general meeting; and
32.2.2 in the case of any other general meeting, a majority in
number of the members having a right to attend and vote, being a
majority together holding not less than ninety five per cent (95%)
in nominal value of the shares at the meeting, giving that
right.
32.3 The notice shall specify:
32.3.1 (if applicable) that the meeting is an annual general meeting;
32.3.2 the place, the day and the time of the meeting;
32.3.3 the general nature of the business to be dealt with at the meeting;
32.3.4 the terms of any resolution to be proposed at the meeting;
32.3.5 if the meeting is convened to consider a special
resolution, the intention to propose the resolution as such;
and
32.3.6 with reasonable prominence, that a member entitled to
attend and vote at the meeting is entitled to appoint one or more
proxies to attend, speak and vote instead of him and that a proxy
need not also be a member.
32.4 Subject to the provisions of these articles and to any
restrictions imposed on any shares, the notice shall be given to
all members, to all persons entitled to a share in consequence of
the death or bankruptcy of a member (if the Company has been
notified of their entitlement) and to the directors, alternate
directors and the auditors for the time being of the Company.
32.5 The accidental omission to give notice of a meeting to, or
the non-receipt of notice of a meeting by, any person entitled to
receive notice shall not invalidate the proceedings at that
meeting.
32.6 If, after a notice convening a general meeting of the
Company has been despatched or made available to members but before
the meeting has been held (of after the adjournment of a general
meeting but before the adjourned meeting is held, whether or not
notice of the adjourned meeting is required), the directors becomes
aware of any fact, event or circumstances which, in the directors'
opinion, would make it impractical or inappropriate to hold the
general meeting on the date or at the time or place declared, the
directors may give notice pursuant to Article 31.1 to those
entitled to receive the notice pursuant to Article 32.4 either
cancelling such meeting or postponing such meeting to a time and
date which is not less than fourteen clear days (or, where the
meeting is an annual general meeting, twenty-one clear days) from
the date of such notice, which shall also specify the place at
which such postponed meeting shall be held.
33 Attendance and speaking at general meetings
33.1 A person is able to exercise the right to speak at a
general meeting when that person is in a position to communicate to
all those attending the meeting, during the meeting, any
information or opinions which that person has on the business of
the meeting.
33.2 A person is able to exercise the right to vote at a general meeting when:
33.2.1 that person is able to vote, during the meeting, on
resolutions put to the vote at the meeting, and
33.2.2 that person's vote can be taken into account in
determining whether or not such resolutions are passed at the same
time as the votes of all the other persons attending the
meeting.
33.3 The directors may make whatever arrangements they consider
appropriate to enable those attending a general meeting to exercise
their rights to speak or vote at it.
33.4 In determining attendance at a general meeting, it is
immaterial whether any two or more members attending it are in the
same place as each other.
33.5 Two or more persons who are not in the same place as each
other attend a general meeting if their circumstances are such that
if they have (or were to have) rights to speak and vote at that
meeting, they are (or would be) able to exercise them.
34 Quorum for general meetings
34.1 No business shall be transacted at any meeting unless a
quorum is present at the time when such business is transacted.
Subject to section 318(2) of the Companies Act 2006, two qualifying
persons (as defined in section 318(3) of the Companies Act 2006)
entitled to vote upon the business to be transacted shall be a
quorum; provided that if the Company has only a single member, the
quorum shall be one such qualifying person.
34.2 No business other than the appointment of the chairman of
the meeting is to be transacted at a general meeting if the persons
attending it do not constitute a quorum.
35 Chairing general meetings
35.1 If the directors have appointed a chairman, the chairman
shall chair general meetings if present and willing to do so.
35.2 If the directors have not appointed a chairman, or if the
chairman is unwilling to chair the meeting or is not present within
ten minutes of the time at which a meeting was due to start:
35.2.1 the directors present, or
35.2.2 (if no directors are present), the meeting,
must appoint a director or member to chair the meeting, and the
appointment of the chairman of the meeting must be the first
business of the meeting.
35.3 The person chairing a meeting in accordance with this
Article is referred to as the chairman of the meeting.
36 Attendance and speaking by directors and non-members
36.1 Directors may attend and speak at general meetings, whether or not they are members.
36.2 The chairman of the meeting may permit other persons who are not:
36.2.1 members of the Company, or
36.2.2 otherwise entitled to exercise the rights of members in relation to general meetings,
36.2.3 to attend and speak at a general meeting.
37 Adjournment
37.1 If the persons attending a general meeting within half an
hour of the time at which the meeting was due to start do not
constitute a quorum, or if during a meeting a quorum ceases to be
present, the chairman of the meeting must adjourn it. The adjourned
meeting must be held no less than ten clear days after it was
adjourned. If, at the adjourned meeting, a quorum is not present
within half an hour from the time appointed for the meeting, the
meeting shall be dissolved.
37.2 The chairman of the meeting may adjourn a general meeting
at which a quorum is present if:
37.2.1 the meeting consents to an adjournment, or
37.2.2 it appears to the chairman of the meeting that an
adjournment is necessary to protect the safety of any person
attending the meeting or to give all persons entitled to do so a
reasonable opportunity of attending, speaking and voting at the
meeting or to ensure that the business of the meeting is conducted
in an orderly manner.
37.3 The chairman of the meeting must adjourn a general meeting
if directed to do so by the meeting.
37.4 Subject to Article 37.1, when adjourning a general meeting,
the chairman of the meeting must:
37.4.1 either specify the time and place to which it is
adjourned or state that it is to continue at a time and place to be
fixed by the directors, and
37.4.2 have regard to any directions as to the time and place of
any adjournment which have been given by the meeting.
37.5 Subject to the Companies Act 2006 and to Article 37.1:
37.5.1 if new business which was not covered in the original
notice is to be dealt with at the reconvened meeting, then fourteen
clear days' notice of the reconvened meeting shall be given; or
37.5.2 subject to Article 37.5.1, if the continuation of an
adjourned meeting is to take place more than fourteen days after it
was adjourned, the Company must give at least seven clear days '
notice of it.
37.6 Notice of an adjourned meeting shall be given to the same
persons to whom notice of the Company's general meetings is
required to be given and shall contain the same information which
such notice is required to contain.
37.7 No business may be transacted at an adjourned general
meeting which could not properly have been transacted at the
meeting if the adjournment had not taken place.
Voting at General Meetings
38 Voting: general
A resolution put to the vote of a general meeting must be
decided on a show of hands unless a poll is duly demanded in
accordance with the articles. Subject to the Companies Acts and to
any rights or restrictions attached to any shares, on a show of
hands, every member who (being an individual) is present in person
or (being a corporation) is present by a duly authorised
representative (unless the representative is himself a member, in
which case he shall have more than one vote) shall have one
vote.
39 Errors and disputes
39.1 No objection may be raised to the qualification of any
person voting at a general meeting except at the meeting or
adjourned meeting at which the vote objected to is tendered, and
every vote not disallowed at the meeting is valid.
39.2 Any such objection must be referred to the chairman of the
meeting, whose decision is final.
40 Demanding a poll
40.1 On a poll every member, who (being an individual) is
present in person or by proxy or (being a corporation) is present
by a duly authorised representative or by proxy, shall have one
vote for every share of which he is the holder. On a poll, a member
entitled to more than one vote need not use all his votes or cast
all the votes he uses in the same way.
40.2 A poll on a resolution may be demanded:
40.2.1 in advance of the general meeting where it is to be put to the vote, or
40.2.2 at a general meeting, either before a show of hands on
that resolution or immediately after the result of a show of hands
on that resolution is declared.
40.3 A poll may be demanded by:
40.3.1 the chairman of the meeting;
40.3.2 the directors;
40.3.3 two or more persons having the right to vote on the resolution;
40.3.4 a person or persons representing not less than one tenth
of the total voting rights of all the members having the right to
vote on the resolution; or
40.3.5 a person or persons holding shares conferring a right to
vote on the resolution on which an aggregate sum has been paid up
which is not less than one tenth of the total sum paid up on all
the shares conferring that right.
40.4 A demand for a poll may be withdrawn if:
40.4.1 the poll has not yet been taken, and
40.4.2 the chairman of the meeting consents to the withdrawal.
41 Procedure on a poll
41.1 Subject to the articles, polls at general meetings must be
taken when, where and in such manner as the chairman of the meeting
directs.
41.2 The chairman of the meeting may appoint scrutineers (who
need not be members) and decide how and when the result of the poll
is to be declared.
41.3 The result of a poll shall be the decision of the meeting
in respect of the resolution on which the poll was demanded.
41.4 A poll duly demanded on:
41.4.1 the election of the chairman of the meeting, or
41.4.2 a question of adjournment,
41.4.3 must be taken immediately.
41.5 Other polls must be taken within thirty days of their being demanded.
41.6 A demand for a poll (other than on the election of a
chairman or any question of adjournment) does not prevent a general
meeting from continuing, except as regards the question on which
the poll was demanded.
41.7 No notice need be given of a poll not taken immediately if
the time and place at which it is to be taken are announced at the
meeting at which it is demanded.
41.8 In any other case, at least seven days' notice must be
given specifying the time and place at which the poll is to be
taken.
41.9 The result of the poll shall be deemed to be the resolution
of the meeting at which the poll was demanded.
42 Casting vote
In the case of an equality of votes, whether on a show of hands
or on a poll, the chairman of the meeting at which the show of
hands takes place or at which the poll was demanded shall not be
entitled to a second or casting vote in addition to any other vote
that he may have.
43 Voting by proxy
43.1 Any person (whether a Member or not) may be appointed to
act as a proxy. Deposit of an instrument of proxy shall not
preclude a Member from attending and voting in person at the
general meeting in respect of which the proxy is appointed or at
any adjournment thereof.
43.2 The failure of any proxy or corporate representative to
vote in accordance with any instructions given by the member by
whom such proxy or corporate representative is appointed shall not
invalidate the result of any vote in which the proxy or corporate
representative has participated and the Company and the Directors
shall be under no duty to enquire as to the instructions given to
any such proxy or corporate representative.
43.3 On a vote on a resolution on a show of hands at a meeting,
every proxy present who has been duly appointed by one or more
members entitled to vote on the resolution has one vote.
44 Content of proxy notices
44.1 Proxies may only validly be appointed by a notice in writing (proxy notice) which:
44.1.1 states the name and address of the member appointing the proxy;
44.1.2 identifies the person appointed to be that member's proxy
and the general meeting(s) in relation to which that person is
appointed;
44.1.3 is signed by or on behalf of the member appointing the
proxy, or is authenticated in such manner as the directors may
determine; and
44.1.4 is delivered to the Company in accordance with the
articles and any instructions contained in the notice of the
general meeting(s) (or adjourned meeting(s)) to which they
relate.
44.2 The Company may require proxy notices to be delivered in a
particular form, and may specify different forms for different
purposes.
44.3 Proxy notices may specify how the proxy appointed under
them is to vote (or that the proxy is to abstain from voting) on
one or more resolutions. Failure by a proxy to vote or abstain from
voting as instructed at a meeting shall not invalidate proceedings
at that meeting.
44.4 Unless a proxy notice indicates otherwise, it must be treated as:
44.4.1 allowing the person appointed under it as a proxy
discretion as to how to vote on any ancillary or procedural
resolutions or amendments to resolutions put to the meeting,
and
44.4.2 appointing that person as a proxy in relation to any
adjournment of the general meeting to which it relates as well as
the meeting itself.
44.5 If a proxy notice is not signed by the person appointing
the proxy, it must be accompanied by written evidence of the
authority of the person who executed it to execute it on the
appointor's behalf.
45 Delivery of proxy notices
45.1 Any notice of a general meeting must specify the address or
addresses (proxy notification address) at which the Company or its
agents will receive proxy notices relating to that meeting, or any
adjournment of it, delivered in hard copy or electronic form.
45.2 A person who is entitled to attend, speak or vote (either
on a show of hands or on a poll) at a general meeting remains so
entitled in respect of that meeting or any adjournment of it, even
though a valid proxy notice has been delivered to the Company by or
on behalf of that person.
45.3 Subject to articles 45.4 and 45.5, a proxy notice must be
delivered to a proxy notification address and received by the
Company not less than forty-eight hours before the general meeting
or adjourned meeting to which it relates.
45.4 In the case of a poll taken more than forty-eight hours
after it is demanded, the notice must be delivered to a proxy
notification address and received by the Company not less than
twenty four hours before the time appointed for the taking of the
poll.
45.5 In the case of a poll not taken during the meeting but
taken not more than forty-eight hours after it was demanded, the
proxy notice must be delivered and received by the Company at the
meeting at which the poll was demanded to the chairman, secretary
or any director.
45.6 An appointment under a proxy notice by be revoked by a
notice delivered in writing by or on behalf of the person by whom
or on whose behalf the proxy notice was given to a proxy
notification address and received by the Company:
45.6.1 in the case of a general or adjourned meeting, not less
than forty-eight hours before the time for holding the meeting or
adjourned meeting at which the right to vote is to be
exercised;
45.6.2 in the case of a poll taken more than forty-eight hours
after it was demanded, not less than twenty-four before the time
appointed for the taking of the poll; or
45.6.3 in the case of a poll not taken forthwith but not more
than forty-eight hours after it was demanded, at the time at which
it was demanded or twenty-four hours before the time appointed for
the taking of the poll, whichever is later,
and a notice which is not delivered and received in such manner
shall be invalid.
46 Representation of corporations at meetings
Subject to the Companies Act 2006, a corporation (whether or not
a company within the meaning of the Companies Act 2006) which is a
member may, by resolution of its directors or other governing body,
authorise one or more persons to act as its representative or
representatives at a meeting of the Company or at a separate
meeting of the holders of a class of shares of the Company
(corporate representative). Any person so authorised shall (subject
to section 323 of the Companies Act 2006) be entitled to exercise
the same powers on behalf of the corporation (in respect of that
part of the corporation's holdings to which the authority relates)
as the corporation could exercise if it were an individual member.
A director, secretary or other person authorised for the purpose by
the directors may require a corporate representative to produce a
certified copy of the resolution of authorisation before permitting
him to exercise his powers.
47 Amendments to resolutions
47.1 An ordinary resolution to be proposed at a general meeting
may be amended by ordinary resolution if:
47.1.1 notice of the proposed amendment is given to the Company
secretary in writing by a person entitled to vote at the general
meeting at which it is to be proposed not less than forty-eight
hours before the meeting is to take place (or such later time as
the chairman of the meeting may determine), and
47.1.2 the proposed amendment does not, in the reasonable
opinion of the chairman of the meeting, materially alter the scope
of the resolution.
47.2 A special resolution to be proposed at a general meeting
may be amended by ordinary resolution, if:
47.2.1 the chairman of the meeting proposes the amendment at the
general meeting at which the resolution is to be proposed, and
47.2.2 the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
47.3 If the chairman of the meeting, acting in good faith,
wrongly decides that an amendment to a resolution is out of order,
the chairman's error does not invalidate the vote on that
resolution.
Application of Rules to Class Meetings
48 Class meetings
The provisions of the articles relating to general meetings
apply, with any necessary modifications, to meetings of the holders
of any class of shares.
Part 4
Shares and Distributions
Issue of Shares
49 Powers to issue different classes of share
49.1 Subject to these articles, but without prejudice to the
rights attached to any existing share, the Company may issue shares
with such rights or restrictions as may be determined by ordinary
resolution.
49.2 The Company may issue shares which are to be redeemed, or
are liable to be redeemed at the option of the Company or the
holder, and the directors may determine the terms, conditions and
manner of redemption of any such shares.
50 Payment of commissions on subscription for shares
50.1 The Company may pay any person a commission in consideration for that person:
50.1.1 subscribing, or agreeing to subscribe, for shares, or
50.1.2 procuring, or agreeing to procure, subscriptions for shares.
50.2 Any such commission may be paid:
50.2.1 in cash, or in fully paid or partly paid shares or other
securities, or partly in one way and partly in the other, and
50.2.2 in respect of a conditional or an absolute subscription.
Interests in Shares
51 Company not bound by less than absolute interests
Except as required by law, no person is to be recognised by the
Company as holding any share upon any trust, and except as
otherwise required by law or the articles, the Company is not in
any way to be bound by or recognise any interest in a share other
than the holder's absolute ownership of it and all the rights
attaching to it.
Share Certificates
52 Certificates to be issued except in certain cases
52.1 The Company must issue each member with one or more
certificates in respect of the shares which that member holds.
52.2 This Article does not apply to:
52.2.1 shares in respect of which a share warrant has been issued; or
52.2.2 shares in respect of which the Companies Acts permit the
Company not to issue a certificate.
52.3 Except as otherwise specified in the articles, all
certificates must be issued free of charge.
52.4 No certificate may be issued in respect of shares of more than one class.
52.5 If more than one person holds a share, only one certificate
may be issued in respect of it. Delivery of a certificate to the
person first named on the register as the holder of such shares
shall be sufficient delivery to all joint holders.
53 Contents and execution of share certificates
53.1 Every certificate must specify:
53.1.1 in respect of how many shares, of what class, it is issued;
53.1.2 the nominal value of those shares;
53.1.3 the amount paid up on them; and
53.1.4 any distinguishing numbers assigned to them.
53.2 Certificates must:
53.2.1 have affixed to them the Company's common seal or an
official seal which is a facsimile of the Company's common seal
with the addition on its face of the word "Securities" (securities
seal), or
53.2.2 be otherwise executed in accordance with the Companies Acts.
54 Consolidated share certificates
54.1 When a member's holding of shares of a particular class
increases, the Company may issue that member with:
54.1.1 a single, consolidated certificate in respect of all the
shares of a particular class which that member holds, or
54.1.2 a separate certificate in respect of only those shares by
which that member's holding has increased.
54.2 When a member's holding of shares of a particular class is
reduced, the Company must ensure that the member is issued with one
or more certificates in respect of the number of shares held by the
member after that reduction. But the Company need not (in the
absence of a request from the member) issue any new certificate
if:
54.2.1 all the shares which the member no longer holds as a result of the reduction, and
54.2.2 none of the shares which the member retains following the reduction,
were, immediately before the reduction, represented by the same
certificate.
54.3 A member may request the Company, in writing, to replace:
54.3.1 the member's separate certificates with a consolidated certificate, or
54.3.2 the member's consolidated certificate with two or more
separate certificates representing such proportion of the shares as
the member may specify.
54.4 When the Company complies with such a request it may charge
such reasonable fee as the directors may decide for doing so.
54.5 A consolidated certificate must not be issued unless any
certificates which it is to replace have first been returned to the
Company for cancellation.
55 Replacement share certificates
55.1 If a certificate issued in respect of a member's shares is:
55.1.1 damaged or defaced, or
55.1.2 said to be lost, stolen or destroyed,
55.1.3 that member is entitled to be issued with a replacement
certificate in respect of the same shares.
55.2 A member exercising the right to be issued with such a replacement certificate:
55.2.1 may at the same time exercise the right to be issued with
a single certificate or separate certificates;
55.2.2 must return the certificate which is to be replaced to
the Company if it is damaged or defaced; and
55.2.3 must comply with such conditions as to evidence,
indemnity and the payment of a reasonable fee as the directors
decide.
56 Share warrants
56.1 The directors may issue a share warrant in respect of any fully paid share.
56.2 Share warrants must be:
56.2.1 issued in such form, and
56.2.2 executed in such manner,
as the directors decide.
56.3 A share represented by a share warrant may be transferred
by delivery of the warrant representing it.
56.4 The directors may make provision for the payment of
dividends in respect of any share represented by a share
warrant.
56.5 Subject to the articles, the directors may decide the
conditions on which any share warrant is issued. In particular,
they may:
56.5.1 decide the conditions on which new warrants are to be
issued in place of warrants which are damaged or defaced, or said
to have been lost, stolen or destroyed;
56.5.2 decide the conditions on which bearers of warrants are
entitled to attend and vote at general meetings;
56.5.3 decide the conditions subject to which bearers of
warrants may surrender their warrant; and
56.5.4 vary the conditions of issue of any warrant from time to time,
56.5.5 and the bearer of a warrant is subject to the conditions
and procedures in force in relation to it, whether or not they were
decided or specified before the warrant was issued.
56.6 Subject to the conditions on which the warrants are issued
from time to time, bearers of share warrants have the same rights
and privileges as they would if their names had been included in
the register as holders of the shares represented by their
warrants.
56.7 The Company must not in any way be bound by or recognise
any interest in a share represented by a share warrant other than
the absolute right of the bearer of that warrant to that
warrant.
Partly Paid Shares
57 Company's lien over partly paid shares
57.1 The Company has a lien (Company's lien) over every share
which is partly paid for any part of:
57.1.1 that share's nominal value, and
57.1.2 any premium at which it was issued,
57.1.3 which has not been paid to the Company, and which is
payable immediately or at some time in the future, whether or not a
call notice has been sent in respect of it.
57.2 The Company's lien over a share:
57.2.1 takes priority over any third party's interest in that share, and
57.2.2 extends to any dividend or other money payable by the
Company in respect of that share and (if the lien is enforced and
the share is sold by the Company) the proceeds of sale of that
share.
57.3 The directors may at any time decide that a share which is
or would otherwise be subject to the Company's lien shall not be
subject to it, either wholly or in part.
58 Enforcement of the Company's lien
58.1 Subject to the provisions of this Article, if:
58.1.1 a lien enforcement notice has been given in respect of a share, and
58.1.2 the person to whom the notice was given has failed to comply with it,
58.1.3 the Company may sell that share in such manner as the directors decide.
58.2 A lien enforcement notice:
58.2.1 may only be given in respect of a share which is subject
to the Company's lien, in respect of which a sum is payable and the
due date for payment of that sum has passed;
58.2.2 must be in writing;
58.2.3 must specify the share concerned;
58.2.4 must require payment of the sum payable within 14 days of the notice;
58.2.5 must be addressed either to the holder of the share or to
a person entitled to it by reason of the holder's death, bankruptcy
or otherwise; and
58.2.6 must state the Company's intention to sell the share if
the notice is not complied with.
58.3 Where shares are sold under this Article:
58.3.1 the directors may authorise any person to execute an
instrument of transfer of the shares to the purchaser or a person
nominated by the purchaser; and
58.3.2 the transferee is not bound to see to the application of
the consideration, and the transferee's title is not affected by
any irregularity in or invalidity of the process leading to the
sale.
58.4 The net proceeds of any such sale (after payment of the
costs of sale and any other costs of enforcing the lien) must be
applied:
58.4.1 first, in payment of so much of the sum for which the
lien exists as was payable at the date of the lien enforcement
notice,
58.4.2 second, to the person entitled to the shares at the date
of the sale, but only after the certificate for the shares sold has
been surrendered to the Company for cancellation or an indemnity in
a form reasonably satisfactory to the directors has been given for
any lost certificates, and subject to a lien equivalent to the
Company's lien for any money payable (whether payable immediately
or at some time in the future) as existed over the shares before
the sale in respect of all shares registered in the name of such
person (whether as the sole registered holder or as one of several
joint holders) after the date of the lien enforcement notice.
58.5 A statutory declaration by a director or the Company
secretary that the declarant is a director or the Company secretary
and that a share has been sold to satisfy the Company's lien on a
specified date:
58.5.1 is conclusive evidence of the facts stated in it as
against all persons claiming to be entitled to the share, and
58.5.2 subject to compliance with any other formalities of
transfer required by the articles or by law, constitutes a good
title to the share.
59 Call notices
59.1 Subject to the articles and the terms on which shares are
allotted, the directors may send a notice (call notice) to a member
requiring the member to pay the Company a specified sum of money
(call) which is payable in respect of shares which that member
holds at the date when the directors decide to send the call
notice.
59.2 A call notice:
59.2.1 may not require a member to pay a call which exceeds the
total sum unpaid on that member's shares (whether as to the share's
nominal value or any amount payable to the Company by way of
premium);
59.2.2 must state when and how any call to which it relates it is to be paid; and
59.2.3 may permit or require the call to be paid by instalments.
59.3 A member must comply with the requirements of a call
notice, but no member is obliged to pay any call before fourteen
days have passed since the notice was sent.
59.4 Before the Company has received any call due under a call notice the directors may:
59.4.1 revoke it wholly or in part, or
59.4.2 specify a later time for payment than is specified in the notice,
59.4.3 by a further notice in writing to the member in respect
of whose shares the call is made.
60 Liability to pay calls
60.1 Liability to pay a call is not extinguished or transferred
by transferring the shares in respect of which it is required to be
paid.
60.2 Joint holders of a share are jointly and severally liable
to pay all calls in respect of that share.
60.3 Subject to the terms on which shares are allotted, the
directors may, when issuing shares, provide that call notices sent
to the holders of those shares may require them:
60.3.1 to pay calls which are not the same, or
60.3.2 to pay calls at different times.
61 When call notice need not be issued
61.1 A call notice need not be issued in respect of sums which
are specified, in the terms on which a share is issued, as being
payable to the Company in respect of that share (whether in respect
of nominal value or premium):
61.1.1 on allotment;
61.1.2 on the occurrence of a particular event; or
61.1.3 on a date fixed by or in accordance with the terms of issue.
61.2 But if the due date for payment of such a sum has passed
and it has not been paid, the holder of the share concerned is
treated in all respects as having failed to comply with a call
notice in respect of that sum, and is liable to the same
consequences as regards the payment of interest and forfeiture.
62 Failure to comply with call notice: automatic consequences
62.1 If a person is liable to pay a call and fails to do so by the call payment date:
62.1.1 the directors may issue a notice of intended forfeiture to that person;
62.1.2 until the call is paid and unless the directors otherwise
determines, no member shall be entitled to receive any dividend or
to be present and vote at a general meeting or at any separate
general meeting of the holders of any class of shares either in
person or (save as proxy for another member) by proxy, or be
reckoned in a quorum, or to exercise any other right or privilege
as a member in respect of a share held by him unless and until he
shall have paid all calls for the time being due and payable by him
in respect of that share, whether alone or jointly with any other
person, together with interest and expenses (if any) to the
Company;
62.1.3 until the call is paid, that person must pay the Company
all costs, charges and expenses that the Company may have incurred
by reason of such non-payment, together with interest on the call
from the call payment date at the relevant rate.
62.2 For the purposes of this Article:
62.2.1 the call payment date is the time when the call notice
states that a call is payable, unless the directors give a notice
specifying a later date, in which case the "call payment date" is
that later date;
62.2.2 the relevant rate is:
(a) the rate fixed by the terms on which the share in respect of
which the call is due was allotted;
(b) such other rate as was fixed in the call notice which
required payment of the call, or has otherwise been determined by
the directors; or
(c) if no rate is fixed in either of these ways, five per cent (5%) per annum.
62.3 The relevant rate must not exceed by more than five
percentage points 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.
62.4 The directors may waive any obligation to pay interest on a call wholly or in part.
63 Notice of intended forfeiture
63.1 A notice of intended forfeiture:
63.1.1 may be sent in respect of any share in respect of which a
call has not been paid as required by a call notice;
63.1.2 must be sent to the holder of that share or to a person
entitled to it by reason of the holder's death, bankruptcy or
otherwise;
63.1.3 must require payment of the call and any accrued interest
by a date which is not less than fourteen days after the date of
the notice;
63.1.4 must state how the payment is to be made; and
63.1.5 must state that if the notice is not complied with, the
shares in respect of which the call is payable will be liable to be
forfeited.
64 Directors' power to forfeit shares
If a notice of intended forfeiture is not complied with before
the date by which payment of the call is required in the notice of
intended forfeiture, the directors may decide that any share in
respect of which it was given is forfeited, and the forfeiture is
to include all dividends or other moneys payable in respect of the
forfeited shares and not paid before the forfeiture.
65 Effect of forfeiture
65.1 Subject to the articles, the forfeiture of a share extinguishes:
65.1.1 all interests in that share, and all claims and demands
against the Company in respect of it, and
65.1.2 all other rights and liabilities incidental to the share
as between the person whose share it was prior to the forfeiture
and the Company.
65.2 Any share which is forfeited in accordance with the articles:
65.2.1 is deemed to have been forfeited when the directors decide that it is forfeited;
65.2.2 is deemed to be the property of the Company; and
65.2.3 may be sold, re-allotted or otherwise disposed of as the directors think fit.
65.3 If a person's shares have been forfeited:
65.3.1 the Company must send that person notice that forfeiture
has occurred and record it in the register of members;
65.3.2 that person ceases to be a member in respect of those shares;
65.3.3 that person must surrender the certificate for the shares forfeited to the Company for cancellation;
65.3.4 that person remains liable to the Company for all sums
payable by that person under the articles at the date of forfeiture
in respect of those shares, including any interest (whether accrued
before or after the date of forfeiture); and
65.3.5 the directors may waive payment of such sums wholly or in
part or enforce payment without any allowance for the value of the
shares at the time of forfeiture or for any consideration received
on their disposal.
65.4 At any time before the Company disposes of a forfeited
share, the directors may decide to cancel the forfeiture on payment
of all calls and interest due in respect of it and on such other
terms as they think fit.
66 Procedure following forfeiture
66.1 If a forfeited share is to be disposed of by being
transferred, the Company may receive the consideration for the
transfer and the directors may authorise any person to execute the
instrument of transfer.
66.2 A statutory declaration by a director or the Company
secretary that the declarant is a director or the Company secretary
and that a share has been forfeited on a specified date:
66.2.1 is conclusive evidence of the facts stated in it as
against all persons claiming to be entitled to the share, and
66.2.2 subject to compliance with any other formalities of
transfer required by the articles or by law, constitutes a good
title to the share.
66.3 A person to whom a forfeited share is transferred is not
bound to see to the application of the consideration (if any) nor
is that person's title to the share affected by any irregularity in
or invalidity of the process leading to the forfeiture or transfer
of the share.
66.4 If the Company sells a forfeited share, the person who held
it prior to its forfeiture is entitled to receive from the Company
the proceeds of such sale, net of any commission, and excluding any
amount which:
66.4.1 was, or would have become, payable, and
66.4.2 had not, when that share was forfeited, been paid by that
person in respect of that share,
but no interest is payable to such a person in respect of such
proceeds and the Company is not required to account for any money
earned on them.
67 Surrender of shares
67.1 A member may surrender any share:
67.1.1 in respect of which the directors may issue a notice of intended forfeiture;
67.1.2 which the directors may forfeit; or
67.1.3 which has been forfeited.
67.2 The directors may accept the surrender of any such share.
67.3 The effect of surrender on a share is the same as the
effect of forfeiture on that share.
67.4 A share which has been surrendered may be dealt with in the
same way as a share which has been forfeited.
Transfer and Transmission of Shares
68 Transfers of Shares
68.1 Shares may be transferred by means of an instrument of
transfer in any usual form or any other form approved by the
directors, which is executed by or on behalf of:
68.1.1 the transferor, and
68.1.2 (if any of the shares is partly paid) the transferee.
68.2 No fee may be charged for registering any instrument of
transfer or other document relating to or affecting the title to
any share.
68.3 The Company may retain any instrument of transfer which is registered.
68.4 The transferor remains the holder of a share until the
transferee's name is entered in the register of members as holder
of it.
68.5 The directors may refuse to register the transfer of a share if:
68.5.1 the share is not fully paid;
68.5.2 the transfer is not lodged at the Company's registered
office or such other place as the directors have appointed;
68.5.3 the transfer is not accompanied by the certificate for
the shares to which it relates, or such other evidence as the
directors may reasonably require to show the transferor's right to
make the transfer, or evidence of the right of someone other than
the transferor to make the transfer on the transferor's behalf;
68.5.4 the transfer is in respect of more than one class of share; or
68.5.5 the transfer is in favour of more than four transferees.
68.6 If the directors refuse to register the transfer of a
share, as soon as practicable and in any event within two months
after the date on which the transfer was lodged with the Company,
send to the transferee notice of, and the reasons for, the refusal
and the instrument of transfer must be returned to the transferee
with the notice of refusal unless the directors suspect that the
proposed transfer may be fraudulent.
69 Transmission of shares
69.1 If title to a share passes to a transmittee, the Company
may only recognise the transmittee as having any title to that
share.
69.2 Nothing in these articles releases the estate of a deceased
member from any liability in respect of a share solely or jointly
held by that member.
70 Transmittees' rights
70.1 A transmittee who produces such evidence of entitlement to
shares as the directors may properly require:
70.1.1 may, subject to the articles, choose either to become the
holder of those shares or to have them transferred to another
person; and
70.1.2 subject to the articles, and pending any transfer of the
shares to another person, has the same rights as the holder
had,
but transmittees do not have the right to attend or vote at a
general meeting in respect of shares to which they are entitled, by
reason of the holder's death or bankruptcy or otherwise, unless
they become the holders of those shares.
71 Exercise of transmittees' rights
71.1 Transmittees who wish to become the holders of shares to
which they have become entitled must notify the Company in writing
of that wish.
71.2 If a transmittee wishes to have a share transferred to
another person, the transmittee must execute an instrument of
transfer in respect of it.
71.3 Any transfer made or executed under this Article is to be
treated as if it were made or executed by the person from whom the
transmittee has derived rights in respect of the share, and as if
the event which gave rise to the transmission had not occurred.
72 Transmittees bound by prior notices
If a notice is given to a member in respect of shares and a
transmittee is entitled to those shares, the transmittee is bound
by the notice if it was given to the member before the
transmittee's name or the name of any person nominated under
Article 58 has been entered in the register of members.
Consolidation of Shares
73 Procedure for disposing of fractions of shares
73.1 This Article applies where:
73.1.1 there has been a consolidation or division of shares, and
73.1.2 as a result, members are entitled to fractions of shares.
73.2 The directors may:
73.2.1 sell the shares representing the fractions to any person
including the Company for the best price reasonably obtainable;
73.2.2 authorise any person to execute an instrument of transfer
of the shares to the purchaser or a person nominated by the
purchaser; and
73.2.3 distribute the net proceeds of sale in due proportion among the holders of the shares.
73.3 The person to whom the shares are transferred is not
obliged to ensure that any purchase money is received by the person
entitled to the relevant fractions.
73.4 The transferee's title to the shares is not affected by any
irregularity in or invalidity of the process leading to their
sale.
Distributions
74 Procedure for declaring dividends
74.1 The Company may by ordinary resolution declare dividends,
and the directors may decide to pay interim dividends.
74.2 A dividend must not be declared unless the directors have
made a recommendation as to its amount. Such a dividend must not
exceed the amount recommended by the directors.
74.3 No dividend may be declared or paid unless it is in
accordance with members' respective rights.
74.4 Unless the members' resolution to declare or directors'
decision to pay a dividend, or the terms on which shares are
issued, specify otherwise, it must be paid by reference to each
member's holding of shares on the date of the resolution or
decision to declare or pay it.
74.5 If the Company's share capital is divided into different
classes, no interim dividend may be paid on shares carrying
deferred or non-preferred rights if, at the time of payment, any
preferential dividend is in arrear.
74.6 The directors may pay at intervals any dividend payable at
a fixed rate if it appears to them that the profits available for
distribution justify the payment.
74.7 If the directors act in good faith, they do not incur any
liability to the holders of shares conferring preferred rights for
any loss they may suffer by the lawful payment of an interim
dividend on shares with deferred or non-preferred rights.
75 Calculation of dividends
75.1 Except as otherwise provided by the articles or the rights
attached to shares, all dividends must be:
75.1.1 declared and paid according to the amounts paid up on the
shares on which the dividend is paid, and
75.1.2 apportioned and paid proportionately to the amounts paid
up on the shares during any portion or portions of the period in
respect of which the dividend is paid.
75.2 If any share is issued on terms providing that it ranks for
dividend as from a particular date, that share ranks for dividend
accordingly.
75.3 For the purposes of calculating dividends, no account is to
be taken of any amount which has been paid up on a share in advance
of the due date for payment of that amount.
76 Payment of dividends and other distributions
76.1 Where a dividend or other sum which is a distribution is
payable in respect of a share, it must be paid by one or more of
the following means:
76.1.1 transfer to a bank or building society account specified
by the distribution recipient in writing;
76.1.2 sending a cheque made payable to the distribution
recipient by post to the distribution recipient at the distribution
recipient's registered address (if the distribution recipient is a
holder of the share), or (in any other case) to an address
specified by the distribution recipient in writing;
76.1.3 sending a cheque made payable to such person by post to
such person at such address as the distribution recipient has
specified in writing; or
76.1.4 any other means of payment as the directors agree with
the distribution recipient writing.
76.2 In the articles, the distribution recipient means, in
respect of a share in respect of which a dividend or other sum is
payable:
76.2.1 the holder of the share; or
76.2.2 if the share has two or more joint holders, whichever of
them is named first in the register of members; or
76.2.3 if the holder is no longer entitled to the share by
reason of death or bankruptcy, or otherwise by operation of law,
the transmittee.
76.3 Every cheque, warrant, order or other form of payment is
sent at the risk of the person entitled to the money represented by
it, shall (where relevant) be crossed in accordance with the
Cheques Act 1992 and shall be made payable to the person or persons
entitled, or to such other person as the person or persons entitled
may direct in writing. Payment of the cheque, warrant, order or
other form of payment shall be a good discharge to the Company. If
any such cheque, warrant, order or other form of payment has or
shall be alleged to have been lost, stolen or destroyed, the
directors may, at the request of the person entitled thereto, issue
a replacement cheque or warrant or order or make payment in some
other form, subject to compliance with such conditions as to
evidence and indemnity and the payment of out of pocket expenses of
the Company in connection with the request as the directors may
think fit.
77 Deductions from distributions in respect of sums owed to the Company
77.1 If:
77.1.1 a share is subject to the Company's lien, and
77.1.2 the directors are entitled to issue a lien enforcement notice in respect of it,
77.1.3 they may, instead of issuing a lien enforcement notice,
deduct from any dividend or other sum payable in respect of the
share any sum of money which is payable to the Company in respect
of that share to the extent that they are entitled to require
payment under a lien enforcement notice.
77.2 Money so deducted must be used to pay any of the sums
payable in respect of that share.
77.3 The Company must notify the distribution recipient in writing of:
77.3.1 the fact and amount of any such deduction;
77.3.2 any non-payment of a dividend or other sum payable in
respect of a share resulting from any such deduction; and
77.3.3 how the money deducted has been applied.
78 No interest on distributions
78.1 The Company may not pay interest on any dividend or other
sum payable in respect of a share unless otherwise provided by:
78.1.1 the terms on which the share was issued, or
78.1.2 the provisions of another agreement between the holder of that share and the Company.
79 Unclaimed distributions
79.1 All dividends or other sums which are:
79.1.1 payable in respect of shares, and
79.1.2 unclaimed after having been declared or become payable,
79.1.3 may be invested or otherwise made use of by the directors
for the benefit of the Company until claimed.
79.2 The payment of any such dividend or other sum into a
separate account does not make the Company a trustee in respect of
it.
79.3 If:
79.3.1 twelve years have passed from the date on which a
dividend or other sum became due for payment, and
79.3.2 the distribution recipient has not claimed it,
the distribution recipient is no longer entitled to that
dividend or other sum and it ceases to remain owing by the
Company.
80 Non-cash distributions
80.1 Subject to the terms of issue of the share in question, the
Company may, by ordinary resolution on the recommendation of the
directors, decide to pay all or part of a dividend or other
distribution payable in respect of a share by transferring non-cash
assets of equivalent value (including, without limitation, shares
or other securities in any company).
80.2 For the purposes of paying a non-cash distribution, the
directors may make whatever arrangements they think fit, including,
where any difficulty arises regarding the distribution:
80.2.1 fixing the value of any assets;
80.2.2 paying cash to any distribution recipient on the basis of
that value in order to adjust the rights of recipients; and
80.2.3 vesting any assets in trustees.
81 Waiver of distributions
81.1 Distribution recipients may waive their entitlement to a
dividend or other distribution payable in respect of a share by
giving the Company notice in writing to that effect, but if:
81.1.1 the share has more than one holder, or
81.1.2 more than one person is entitled to the share, whether by
reason of the death or bankruptcy of one or more joint holders, or
otherwise,
81.1.3 the notice is not effective unless it is expressed to be
given, and signed, by all the holders or persons otherwise entitled
to the share.
82 Reserves
The directors may, before recommending any dividend (whether
preferential or otherwise), carry to reserve out of the profits of
the Company such sums as it thinks fit. All sums standing to
reserve may be applied from time to time, at the discretion of the
directors, for any purpose to which the profits of the Company may
properly be applied, and pending such application may, at the like
discretion, either be employed in the business of the Company or be
invested in such investments as the directors thinks fit. The
directors may divide the reserve into such special funds as it
thinks fit, and may consolidate into one fund any special funds or
any parts of any special funds into which the reserve may have been
divided as it thinks fit. Any sum which the directors may carry to
reserve out of the unrealised profits of the Company shall not be
mixed with any reserve to which profits available for distribution
have been carried. The directors may also, without placing the same
to reserve, carry forward any profits which it may think prudent
not to distribute.
Capitalisation of Profits
83 Authority to capitalise and appropriation of capitalised sums
83.1 Subject to the articles, the directors may, if they are so
authorised by an ordinary resolution:
83.1.1 resolve to capitalise any profits of the Company (whether
or not they are available for distribution) which are not required
for paying a preferential dividend, or any sum standing to the
credit of any reserve or fund of the Company which is available for
distribution or standing to the credit of the Company's share
premium account or capital redemption reserve or other
undistributable reserve; and
83.1.2 appropriate any sum which they so decide to capitalise
(capitalised sum) to the persons who would have been entitled to it
if it were distributed by way of dividend (persons entitled) and in
the same proportions.
83.2 Capitalised sums must be applied:
83.2.1 on behalf of the persons entitled, and
83.2.2 in the same proportions as a dividend would have been distributed to them.
83.3 Any capitalised sum may be applied in paying up new shares
of a nominal amount equal to the capitalised sum which are then
allotted credited as fully paid to the persons entitled or as they
may direct.
83.4 A capitalised sum which was appropriated from profits
available for distribution may only be applied:
83.4.1 in or towards paying up any amounts unpaid on existing
shares held by the persons entitled, or
83.4.2 in paying up new debentures of the Company which are then
allotted credited as fully paid to the persons entitled or as they
may direct,
provided that:
83.4.3 such capitalised sum is only appropriated from profits available for distribution; and
83.4.4 the amount of the net assets of the Company immediately
prior to the time of payment is not less than the aggregate of the
called up share capital of the Company and its undistributable
reserves as shown in the latest audited accounts of the Company or
such other accounts as may be relevant and would not be reduced
below that aggregate by the payment thereof;
83.5 Subject to the articles the directors may:
83.5.1 apply capitalised sums in accordance with Articles 83.3
or 83.4 or partly in one way and partly in another;
83.5.2 make such arrangements as they think fit to deal with
shares or debentures becoming distributable in fractions under this
Article (including the issuing of fractional certificates or the
making of cash payments); and
83.5.3 authorise any person to enter into an agreement with the
Company on behalf of all the persons entitled which is binding on
them in respect of the allotment of shares and debentures to them
under this Article.
Part 5
Miscellaneous Provisions
Communications
84 Means of communication to be used
84.1 Subject to the articles, anything sent or supplied by or to
the Company under the Articles may be sent or supplied in any way
in which the Companies Act 2006 provides for documents or
information which are authorised or required by any provision of
that Act to be sent or supplied by or to the Company.
84.2 Any notice, document or other information shall be deemed
served on or delivered to the intended recipient:
84.2.1 if properly addressed and sent by prepaid United Kingdom
first class post to an address in the United Kingdom, 48 hours
after it was posted;
84.2.2 if properly addressed and delivered by hand, when it was
given or left at the appropriate address;
84.2.3 if properly addressed and send or supplied by electronic
means 48 hours after the document or information was sent or
supplied; and
84.2.4 if sent or supplied by means of a website, when the
material is first made available on the website or (if later) when
the recipient receives (or is deemed to have received) notice of
the fact that the material is available on the website.
84.2.5 For the purposes of this Article 84.2, no account shall
be taken of any part of a day that is not a working day.
84.3 In proving that any notice, document or other information
was properly addressed, it shall be sufficient to show that the
notice, document or other information was delivered to an address
permitted for the purpose by the Companies Act 2006.
84.4 Subject to the articles, any notice or document to be sent
or supplied to a director in connection with the taking of
decisions by directors may also be sent or supplied by the means by
which that director has asked to be sent or supplied with such
notices or documents for the time being.
84.5 A director may agree with the Company that notices or
documents sent to that director in a particular way are to be
deemed to have been received within a specified time of their being
sent, and for the specified time to be less than 48 hours.
84.6 In the case of joint holders of a share, all notices or
documents shall be given to the joint holder whose name stands
first in the register in respect of the joint holding. Notice so
given shall be sufficient notice to all the joint holders. Where
there are joint holders of a share, anything which needs to be
agreed or specified in relation to any notice, document or other
information to be sent or supplied to them can be agreed or
specified by any one of the joint holders. The agreement or
specification of the joint holder whose name stands earliest in the
register will be accepted to the exclusion of the agreement or
specification of any other joint holder(s) whose name(s) stand
later in the register.
84.7 Where a member (or, in the case of joint holders, the
person first named in the register) has a registered address
outside the United Kingdom but has notified the Company of an
address within the United Kingdom at which notices or other
documents may be given to him, he shall be entitled to have notices
given to him at that address or, where applicable, to be notified
at that address of the availability of the notice, documents or
other information on a website. Alternatively, a member whose
registered address is outside the United Kingdom can give the
Company an address for the purposes of communications in electronic
form. If he does, notices, documents or other information may (at
the Company's absolute discretion), subject to these articles, be
sent or supplied to him at that address. Otherwise, no such member
shall be entitled to receive any notice or document from the
Company.
84.8 The Company may give notice to the transmittee of a member,
by sending or delivering it in any manner authorised by these
articles for the giving of notice to a member, addressed to that
person by name, or by the title, of representative of the deceased
or trustee of the bankrupt or representative by operation of law or
by any like description, at the address (if any) within the United
Kingdom supplied for the purpose by the person claiming to be so
entitled. Until such an address has been so supplied, a notice may
be given in any manner in which it might have been given if the
death or bankruptcy or operation of law had not occurred.
85 Failure to notify contact details
85.1 If:
85.1.1 the Company sends two consecutive documents to a member
over a period of at least 12 months, and
85.1.2 each of those documents is returned undelivered, or the
Company receives notification that it has not been delivered,
that member ceases to be entitled to receive notices from the
Company.
85.2 A member who has ceased to be entitled to receive notices
from the Company becomes entitled to receive such notices again by
sending the Company:
85.2.1 a new address to be recorded in the register of members, or
85.2.2 if the member has agreed that the Company should use a
means of communication other than sending things to such an
address, the information that the Company needs to use that means
of communication effectively.
Administrative Arrangements
86 Company seals
86.1 Any common seal may only be used by the authority of the directors.
86.2 The directors may decide by what means and in what form any
common seal or securities seal is to be used.
86.3 Unless otherwise decided by the directors, if the Company
has a common seal and it is affixed to a document, the document
must also be signed either by at least two authorised persons or by
at least one authorised person in the presence of a witness who
attests the signature.
86.4 For the purposes of this Article, an authorised person is:
86.4.1 any director of the Company;
86.4.2 the Company secretary; or
86.4.3 any person authorised by the directors for the purpose of
signing documents to which the common seal is applied.
86.5 If the Company has an official seal for use abroad, it may
only be affixed to a document if its use on that document, or
documents of a class to which it belongs, has been authorised by a
decision of the directors.
86.6 If the Company has a securities seal, it may only be
affixed to securities by the Company secretary or a person
authorised to apply it to securities by the Company secretary.
86.7 For the purposes of the articles, references to the
securities seal being affixed to any document include the
reproduction of the image of that seal on or in a document by any
mechanical or electronic means which has been approved by the
directors in relation to that document or documents of a class to
which it belongs.
87 Destruction of documents
87.1 The Company is entitled to destroy:
87.1.1 all instruments of transfer of shares which have been
registered, and all other documents on the basis of which any
entries are made in the register of members, from six years after
the date of registration;
87.1.2 all dividend mandates, variations or cancellations of
dividend mandates, and notifications of change of address, from two
years after they have been recorded;
87.1.3 all share certificates which have been cancelled from one
year after the date of the cancellation;
87.1.4 all paid dividend warrants and cheques from one year after the date of actual payment;
87.1.5 all proxy notices from one year after the end of the
meeting or poll to which the proxy notice relates; and
87.1.6 any other document on the basis of which any entry in the
register is made, after six years from the date on which an entry
was first made in the register in respect of it,
provided that the Company may destroy any such type of document
at a date earlier than that authorised by this Article if a copy of
such document is retained on microfilm or by other similar means on
which such copy is retained until the expiration of the period
applicable to the destruction of the original of such document.
87.2 If the Company destroys a document in good faith, in
accordance with the articles, and without notice of any claim to
which that document may be relevant, it is conclusively presumed in
favour of the Company that:
87.2.1 entries in the register purporting to have been made on
the basis of an instrument of transfer or other document so
destroyed were duly and properly made;
87.2.2 any instrument of transfer so destroyed was a valid and
effective instrument duly and properly registered;
87.2.3 any share certificate so destroyed was a valid and
effective certificate duly and properly cancelled; and
87.2.4 any other document so destroyed was a valid and effective
document in accordance with its recorded particulars in the books
or records of the Company.
87.3 This Article does not impose on the Company any liability
which it would not otherwise have if it destroys any document
before the time at which this Article permits it to do so.
87.4 In this Article, references to the destruction of any
document include a reference to its being disposed of in any
manner.
88 No right to inspect accounts and other records
Except as provided by law or authorised by the directors or an
ordinary resolution of the Company, no person is entitled to
inspect any of the Company's accounting or other records or
documents merely by virtue of being a member.
89 Provision for employees on cessation of business
The directors may decide to make provision for the benefit of
persons employed or formerly employed by the Company or any of its
subsidiaries (other than a director or former director or shadow
director) in connection with the cessation or transfer to any
person of the whole or part of the undertaking of the Company or
that subsidiary.
Directors' Indemnity and Insurance
90 Indemnity
90.1 Subject to Article 90.2, but without prejudice to any
indemnity to which a relevant officer is otherwise entitled:
90.1.1 each relevant officer shall be indemnified out of the
Company's assets against all costs, charges, losses, expenses and
liabilities incurred by him as a relevant officer:
(a) in the actual or purported execution and/or discharge of his
duties, or in relation to them; and
(b) in relation to the Company's (or any associated company's)
activities as trustee of an occupational pension scheme (as defined
in section 235(6) of the Companies Act 2006),
(c) including (in each case) any liability incurred by him in
defending any civil or criminal proceedings in which judgment is
given in his favour or in which he is acquitted or the proceedings
are otherwise disposed of without any finding or admission of any
material breach of duty on his part or in connection with any
application in which the court grants him, in his capacity as a
relevant officer, relief from liability for negligence, default,
breach of duty or breach of trust in relation to the Company's (or
any associated company's) affairs; and
90.1.2 the Company may provide any relevant officer with funds
to meet expenditure incurred or to be incurred by him in connection
with any proceedings or application referred to in Article 90.1.1
and otherwise may take any action to enable any such relevant
officer to avoid incurring such expenditure.
90.2 This Article does not authorise any indemnity which would
be prohibited or rendered void by any provision of the Companies
Acts or by any other provision of law.
90.3 In this Article 90:
90.3.1 companies are associated if one is a subsidiary of the
other or both are subsidiaries of the same body corporate, and
90.3.2 a relevant officer means any director or alternate
director or other officer or former director or other officer of
the Company or an associated company (including any company which
is a trustee of an occupational pension scheme (as defined by
section 235(6) of the Companies Act 2006) and may, if the members
so decide, include any person engaged by the Company (or any
associated company) as auditor (whether or not he is also a
director or other officer), to the extent he acts in his capacity
as auditor).
91 Insurance
91.1 The directors may decide to purchase and maintain
insurance, at the expense of the Company, for the benefit of any
relevant officer in respect of any relevant loss.
91.2 In this Article 91:
91.2.1 a relevant officer means any director or alternate
director or other officer or former director or other officer of
the Company or an associated company (including any company which
is a trustee of an occupational pension scheme (as defined by
section 235(6) of the Companies Act 2006);
91.2.2 a relevant loss means any loss or liability which has
been or may be incurred by a relevant officer in connection with
that officer's duties or powers in relation to the Company, any
associated company or any pension fund or employees' share scheme
of the Company or associated company; and
91.2.3 companies are associated if one is a subsidiary of the
other or both are subsidiaries of the same body corporate.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMAKDDPQBDDFDD
(END) Dow Jones Newswires
November 11, 2016 09:59 ET (14:59 GMT)
Peabody 2 53 (LSE:41LI)
過去 株価チャート
から 12 2024 まで 1 2025
Peabody 2 53 (LSE:41LI)
過去 株価チャート
から 1 2024 まで 1 2025
