Templeton Emerging Markets Investment Trust PLC (“TEMIT”)
4150-9833-8330/3/RZO/PP1 1
ARTICLES OF ASSOCIATION
of
TEMPLETON EMERGING MARKETS INVESTMENT TRUST
PUBLIC LIMITED COMPANY
(as approved during 2020 AGM)
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Article Page
PRELMINARY ........................................................................................................................................ 5
LIABILITY OF MEMBERS ....................................................................................................................... 8
VARIATION OF RIGHTS ........................................................................................................................ 8
ALTERATION OF SHARE CAPITAL ......................................................................................................... 8
SHARES ................................................................................................................................................ 9
UNCERTIFICATED SHARES - GENERAL POWERS ................................................................................ 10
SHARE CERTIFICATES ......................................................................................................................... 12
CALLS ON SHARES .............................................................................................................................. 13
FORFEITURE AND LIEN ...................................................................................................................... 14
TRANSFER OF SHARES ....................................................................................................................... 16
TRANSMISSION OF SHARES ............................................................................................................... 17
UNTRACED SHAREHOLDERS .............................................................................................................. 18
MEETINGS .......................................................................................................................................... 19
NOTICE OF MEETINGS ....................................................................................................................... 19
ATTENDANCE AND PARTICIPATION AT DIFFERENT PLACES AND BY ELECTRONIC MEANS ............... 20
PROCEEDINGS AT MEETINGS ............................................................................................................ 22
VOTES OF MEMBERS ......................................................................................................................... 25
CORPORATIONS ACTING BY REPRESENTATIVES ................................................................................ 30
DIRECTORS......................................................................................................................................... 31
APPOINTMENT AND RETIREMENT OF DIRECTORS ............................................................................ 32
MEETINGS AND PROCEEDINGS OF DIRECTORS ................................................................................. 34
BORROWING POWERS ...................................................................................................................... 38
GENERAL POWERS OF DIRECTORS .................................................................................................... 41
SECRETARY ........................................................................................................................................ 43
THE SEAL ............................................................................................................................................ 43
AUTHENTICATION OF DOCUMENTS .................................................................................................. 43
RESERVES ........................................................................................................................................... 44
DIVIDENDS ......................................................................................................................................... 45
CAPITALISATION OF PROFITS AND RESERVES ................................................................................... 48
ACCOUNTS ......................................................................................................................................... 49
AUDITORS .......................................................................................................................................... 49
NOTICES ............................................................................................................................................. 49
SIGNING OF DOCUMENTS ................................................................................................................. 53
WINDING UP ...................................................................................................................................... 53
DURATION OF THE COMPANY ........................................................................................................... 53
CHANGE IN INVESTMENT POLICY ...................................................................................................... 54
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EXCLUSIVE JURISDICTION .................................................................................................................. 54
PROVISIONS FOR EMPLOYEES ........................................................................................................... 54
INDEMNITY ........................................................................................................................................ 55
CHANGE OF NAME ............................................................................................................................ 55
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THE COMPANIES ACTS 1985 & 2006
COMPANY LIMITED BY SHARES
NEW ARTICLES OF ASSOCIATION
of
TEMPLETON EMERGING MARKETS INVESTMENT TRUST
PUBLIC LIMITED COMPANY
(June 2020)
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PRELMINARY
1. This document comprises the Articles of Association of the Company and no regulations
or articles for the management of a company set out in, or in any subordinate legislation
made under, any statute or statutory instrument concerning companies shall apply as the
Articles of Association of the Company.
2. In these Articles (if not inconsistent with the subject or context) the words and expressions
set out below shall bear the meanings set opposite to them respectively:
2006 Act means the Companies Act 2006 to the extent in force and amended from time
to time.
address means the postal address used for the purposes of sending or receiving
documents or any number or address used for the purposes of sending or receiving
documents or information by Electronic Means.
Annual General Meeting has the meaning given to it in Section 336 of the 2006 Act.
Articles means these articles of association as from time to time altered.
Associated Company means the Company or any parent undertaking of the Company, or
a subsidiary undertaking of the Company or any subsidiary undertaking of any such parent
undertaking.
Auditor means the auditor of the Company duly appointed from time to time.
Board means the board of Directors or the Directors present at a duly convened meeting
of the Directors at which a quorum is present.
Chairman means the chairman of the Board duly appointed from time to time.
Company means Templeton Emerging Markets Investment Trust Public Limited Company.
Court means the Court of Session in Scotland or any other Scottish court as the
circumstances require.
CREST Regulations means The Uncertificated Securities Regulations 2001 (SI 2001 No.
3755) (as amended from time to time) and any provisions of or under the 2006 Act which
may supplement or replace such CREST Regulations.
Directors means the directors of the Company duly appointed from time to time.
Electronic Communications Act means the Electronic Communications Act 2000 (as
amended from time to time).
Electronic Form has the meaning given to it in Section 1168(3) of the 2006 Act and
otherwise complying with the provisions of that section.
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Electronic Means has the meaning given to it in Section 1168(4) of the 2006 Act and
otherwise complying with the provisions of that section.
FSMA means the Financial Services and Markets Act 2000 (as amended from time to time).
General Meeting means any meeting of the Members of the Company other than an
Annual General Meeting.
in writing means in writing or produced by any legible and non-transitory form and
documents and information sent or supplied in Electronic Form or being made available
on a website in accordance with the Statutes.
Meeting means an Annual General Meeting or a General Meeting.
Members means the members of the Company from time to time.
Month means calendar month.
Official List means the Official List of the FCA.
Office means the registered office for the time being of the Company, or in the case of
sending or supplying documents or information by Electronic Means, the address specified
by the Board for the purpose of receiving documents or information by Electronic Means.
Operator means a person approved under the CREST Regulations as Operator of a relevant
system.
Ordinary Resolution has the meaning given to it in Section 282 of the 2006 Act.
recognised person means a financial institution as defined in Section 778(2) of the 2006
Act.
Register or Register of Members means the register of members of the Company and
shall, so long as the CREST Regulations so permit or require, include so far as relevant a
related Operator register of members.
relevant system has the meaning set out in the CREST Regulations.
Seal means the common seal of the Company.
Securities Seal means an official seal kept by the Company by virtue of section 50 of the
2006 Act.
Special Resolution has the meaning given to it in Section 283 of the 2006 Act.
the Statutes means the 2006 Act and every other statute (including any orders, regulations
or other subordinate legislation made under them) for the time being in force concerning
companies and affecting the Company (including, without limitation, the Electronic
Communications Act).
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Transfer Office means the place where the Register of Members is situated for the time
being.
United Kingdom means Great Britain and Northern Ireland.
year means calendar year.
In these Articles unless the context requires otherwise:
(a) The expressions debenture and debenture holder shall respectively include
debenture stock and debenture stockholder.
(b) The expression recognised investment exchange shall mean any investment
exchange granted recognition under the Financial Services and Markets Act 2000 (as
amended).
(c) The expression Secretary shall include any person appointed by the Directors to
perform any of the duties of the Secretary including, but not limited to, a joint,
assistant or deputy Secretary.
(d) The words "subsidiary undertaking" and "parent undertaking" shall be construed
in accordance with section 1162 of the 2006 Act and "subsidiary undertaking" shall
be construed to include "subsidiary'' as that term is defined in section 1159 of the
2006 Act;
(e) Words denoting the singular shall include the plural and vice versa. Words denoting
one gender shall (where appropriate) include all other gender. Words denoting
persons shall include corporations.
(f) References to any statute or statutory provision shall be constructed as relating to
any statutory modification or re-enactment thereof for the time being in force.
(g) The expression shareholders' meeting includes an Annual General Meeting, a
General Meeting and a meeting of the holders of any class of shares of the Company.
(h) References to a person include individuals, undertakings, bodies corporate,
unincorporated associations, partnerships, joint ventures and government
departments or agencies, and references to any of the same include the others as
required in the context.
(i) The words include and including shall be construed as if they were immediately
followed by the words but not limited to and shall not limit the sense of the words
preceding those terms.
(j) Subject as aforesaid any words or expressions defined in the CREST Regulations or
in the Statutes shall (if not inconsistent with the subject or context) bear the same
meanings in these Articles.
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(k) A Special Resolution shall be effective for any purpose for which an Ordinary
Resolution is expressed to be required under any provision of these Articles.
(l) In these Articles the headings are for convenience only and do not affect the
construction or interpretation of these Articles.
LIABILITY OF MEMBERS
3. The liability of the Members is limited to the amount, if any, unpaid on the shares held by
them.
VARIATION OF RIGHTS
4. Whenever the share capital of the Company is divided into different classes of shares, the
special rights attached to any class may, subject to the provisions of the Statutes and
unless otherwise provided by the terms of issue of the shares of that class, be varied or
abrogated either with the consent in writing of the holders of not less than three-quarters
in nominal value of the issued shares of the class (excluding any shares of that class held
as treasury shares) or with the sanction of a Special Resolution passed at a separate
Meeting of the holders of the shares of the class (but not otherwise) and may be so varied
or abrogated either whilst the Company is a going concern or during or in contemplation
of a winding-up. To every such separate Meeting all the provisions of these Articles relating
to Meetings of the Company and to the proceedings thereat shall, with any necessary
modification, mutatis mutandis apply, except that the necessary quorum shall be two
persons at least holding or representing by proxy at least one-third in nominal value of the
issued shares of the class (excluding treasury shares) (but so that at any adjourned Meeting
any holder of shares of the class present in person or by proxy shall be a quorum) and that
any holder of shares of the class present in person or by proxy may demand a poll and that
every such holder shall on a poll have one vote for every share of the class held by him.
The foregoing provisions of this Article shall apply to the variation or abrogation of the
special rights attached to some only of the shares of any class as if each group of shares of
the class differently treated formed a separate class the special rights whereof are to be
varied.
5. Subject to the terms on which any shares may be issued, the special rights attached to any
class of shares having preferential rights shall not unless otherwise expressly provided by
the terms of issue thereof be deemed to be varied or abrogated by the creation or issue
of further shares ranking as regards participation in the profits or assets of the Company
in some or all respects pari passu therewith (save as to the date from which such new
shares shall rank for dividend) but in no respect in priority thereto.
ALTERATION OF SHARE CAPITAL
6. The Company may by Ordinary Resolution:
(a) consolidate and divide all or any of its share capital;
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(b) sub-divide its shares, or any of them, (subject, nevertheless, to the provisions
of the Statutes), and so that the resolution whereby any share is sub-divided
may determine that, as between the holders of the shares resulting from such
sub-division, one or more of the shares may, as compared with the others, have
any such preferred, deferred or other special rights, or be subject to any such
restrictions, as the Company has power to attach to new shares.
7.
7.1 Subject to the provisions of the Statutes, the Company may purchase any of its own shares
(including any redeemable shares). Every contract for the purchase by the Company of, or
under which it may become entitled or obliged to purchase its own share shall, in addition
to such authorisation as may be required by the Statutes, be sanctioned by a Special
Resolution passed at a separate Meeting of the holders of each class of shares in issue
convertible into equity share capital of the Company.
7.2 Subject to the provisions of the Statutes, the Company may purchase any of its loan stock
(convertible or otherwise) on such terms (including as to price) and conditions as the Board
may determine.
8. The Company may reduce its share capital or any capital redemption reserve, share
premium account or other undistributable reserve in any manner and with and subject to
any incident authorised and consent required by law.
SHARES
9. Subject to the provisions of the Statutes:
9.1 shares may be issued on terms that they are, or are to be liable, to be redeemed at the
option of the Company or the holder and the Board is authorised to determine such terms,
conditions and manner of redemption of any such shares;
9.2 in the event that rights and restrictions attaching to shares are determined by the Board
pursuant to this Article, those rights and restrictions shall apply, in particular in place of
any rights or restrictions that would otherwise apply by virtue of the 2006 Act in the
absence of any provisions in the articles of a company, as if those rights and restrictions
were set out in these Articles.
10.
10.1 Without prejudice to any rights attached to any existing shares or class of shares, any share
may be issued with such rights or restrictions as the Company may by Ordinary Resolution
determine or, if the Company has not so determined or so far as the relevant Ordinary
Resolution does not make specific provision, as the Board may determine.
10.2 In the event that rights and restrictions attaching to shares are determined by Ordinary
Resolution pursuant to this Article, those rights and restrictions shall apply, in particular in
place of any rights or restrictions that would otherwise apply by virtue of the 2006 Act in
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the absence of any provisions in the articles of a company, as if those rights and restrictions
were set out in these Articles.
11. Subject to the provisions of the Statutes relating to authority, pre-emption rights and
otherwise and of any resolution of the Company passed pursuant thereto and without
prejudice to the rights attaching to any existing shares or class of shares, new shares shall
be at the disposal of the Board and they may offer, allot (with or without conferring a right
of renunciation), issue, grant options over, reclassify or otherwise deal with or dispose of
shares to such persons, at such times and on such terms as they think proper.
12. The Company may exercise the powers of paying commissions conferred by the Statutes
to the full extent thereby permitted. The Company may also on any issue of shares pay
such brokerage as may be lawful. Subject to the provisions of the Statutes, any such
commission or brokerage fees may be satisfied by the payment of cash or by the allotment
of fully or partly paid shares or partly in one way and partly in the other.
13. The Board may at any time after the allotment of any share but before any person has
been entered in the Register of Members as the holder recognise a renunciation thereof
by the allottee in favour of some other person and may accord to any allottee of a share a
right to effect such renunciation upon and subject to such terms and conditions as the
Board may think fit to impose.
14. Except as required by law, no person shall be recognised by the Company as holding any
share upon any trust, and the Company shall not be bound by or compelled in any way to
recognise any equitable, contingent, future or partial interest in any share, or any interest
in any fractional part of a share, or (except only as by these Articles or by law otherwise
provided) any other right in respect of any share, except an absolute right to the entirety
thereof in the registered holder.
15. The Board may, in its absolute discretion, and without assigning any reason therefor,
refuse to register any transfer of shares (not being fully-paid shares) provided that where
such shares are admitted to the Official List of the FCA, such discretion may not be
exercised in such a way as to prevent dealings in shares of that class from taking place on
an open and proper basis. The Board may also refuse to register an allotment or transfer
of shares (whether fully-paid or not) in favour of more than four persons jointly. If the
Board refuse to register an allotment or transfer they shall within two months after the
date on which (i) the letter of allotment or transfer was lodged with the Company (in the
case of shares held in certificated form); or (ii) the Operator instruction was received by
the Company (in the case of shares held in uncertificated form), send to the allottee or
transferee notice of the refusal.
UNCERTIFICATED SHARES - GENERAL POWERS
16.
16.1 Subject to the CREST Regulations and the facilities and requirements of the relevant
system concerned, the Board may permit any class of shares to be held in uncertificated
form and shall have power to implement such arrangements as it may, in its absolute
4150-9833-8330/3/RZO/PP1 11
discretion, think fit to be transferred by means of a relevant system and may revoke any
such permission.
16.2 In relation to any share which is for the time being held in uncertificated form:
16.2.1 the Company may utilise the relevant system in which it is held to the fullest
extent available from time to time in the exercise of any of its powers or
functions under the Statutes or these Articles or otherwise in effecting any
actions and the Board may from time to time determine the manner in which
such powers, functions and actions shall be so exercised or effected;
16.2.2 any provision in these Articles which is inconsistent with:
(a) the holding or transfer of that share in the manner prescribed or
permitted by the Statutes;
(b) any other provision of the Statutes relating to shares held in
uncertificated form;
(c) the exercise of any powers or functions by the Company or the
effecting by the Company of any actions by means of a relevant
system; or
(d) the CREST Regulations,
shall not apply and, without prejudice to the generality of this Article, no
provision of these Articles shall apply or have effect to the extent that it is in
any respect inconsistent with the maintenance, keeping or entering up by the
Operator, so long as that is permitted or required by the CREST Regulations,
of an Operator register of securities in respect of shares of that class in
uncertificated form;
16.2.3 the Company may, by notice to the holders of that share, require the holder
to change the form of such share to certificated form within such period as
may be specified in the notice;
16.2.4 the Company may require that share to be converted into certificated form
in accordance with the Statutes; and
16.2.5 the Company shall not issue a certificate.
16.3 The Company may, by notice to the holder of any share in certificated form, direct that the
form of such share may not be changed to uncertificated form for a period specified in
such notice.
16.4 For the purpose of effecting any action by the Company, the Board may determine that
shares held by a person in uncertificated form shall be treated as a separate holding from
shares of that class held by that person in certificated form but shares of a class held by a
4150-9833-8330/3/RZO/PP1 12
person in uncertificated from shall not be treated as a separate class from shares of that
class held by that person in certificated form.
SHARE CERTIFICATES
17. Every share certificate in respect of shares held in certificated form shall be issued under
the Seal (or under a Securities Seal) and shall specify the number and class of shares to
which it relates and the amount paid up thereon. No certificate in respect of shares held
in certificated form shall be issued representing shares of more than one class. No
certificate in respect of shares held in certificated form shall normally be issued in respect
of shares held by a recognised person. This article shall not apply in relation to shares in
uncertificated form.
18. In the case of a share held in certificated form jointly by several persons the Company shall
not be bound to issue more than one certificate therefor and delivery of a certificate to
one of the joint holders shall be sufficient delivery to all.
19. Any person (except a person in respect of whom the Company is not by law required to
complete and have ready for delivery a certificate, subject as aforesaid and to the
provisions of the CREST Regulations) whose name is entered in the Register of Members
in respect of any shares of any one class held in certificated form upon the issue or transfer
thereof shall be entitled without payment to one certificate in respect of each class of
shares held by him or her (in the case of issue) within one month (or such longer period as
the terms of issue shall provide) after allotment or (in the case of a transfer of fully-paid
shares) within fourteen days after lodgement of a transfer or (in the case of a transfer of
partly-paid shares) within two months after lodgement of a transfer.
20. Except in the case of a recognised person, where only some of the shares comprised in a
share certificate in respect of shares held in certificated form are transferred the old
certificate shall be cancelled and a new certificate for the balance of such shares held in
certificated form issued in lieu without charge.
21.
21.1 In respect of shares held in certificated form, any two or more certificates representing
shares of any one class held by any Member may at his request be cancelled and a single
new consolidated certificate for such shares held in certificated form issued in lieu without
charge.
21.2 If any Member shall surrender for cancellation a share certificate representing shares held
by him in certificated form and request the Company to issue in lieu two or more share
certificates representing such shares held in certificated form in such proportions as he
may specify, the Board may, if it thinks fit, comply with such request.
21.3 If a share certificate in respect of shares held in certificated form is worn out, damaged,
defaced or alleged to have been lost, stolen or destroyed, a new certificate representing
the same shares will be issued to the holder upon request, without charge, subject to
delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) on
4150-9833-8330/3/RZO/PP1 13
such terms and subject to compliance with such conditions as to evidence and/or
indemnity and the payment of any exceptional out-of-pocket expenses of the Company in
connection with the request as the Board may think fit.
21.4 In the case of shares held jointly by several persons any such request may be made by any
one of the joint holders.
21.5 When a Member's holding of shares of a particular class increases, the Company may issue
that Member with:
(a) a single consolidated certificate in respect of all the shares of a particular class
which that Member holds; or
(b) a separate certificate in respect of only those shares by which that Member's
holding has increased.
CALLS ON SHARES
22. The Board may from time to time make calls upon any Member in respect of any moneys
unpaid on the shares held by that Member at the date of the call (whether on account of
the nominal value of the shares or, when permitted, by way of premium) but subject
always to these Articles and the terms of allotment of such shares. A call shall be deemed
to have been made at the time when the resolution of the Board authorising the call was
passed and may be made payable by instalments.
23. Each Member shall (subject to receiving at least fourteen clear days' notice specifying the
time or times and place of payment) pay to the Company at the time or times and place
so specified the amount called on that Member's shares. The joint holders of a share shall
be jointly and severally liable to pay all calls in respect thereof. A call may be revoked in
whole or in part or the time fixed for its payment postponed in whole or in part by the
Board at any time before receipt by the Company of the sum due thereunder as the Board
may determine.
24. If a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest on the sum from the day
appointed for payment thereof to the time of actual payment at such rate (not exceeding
5 per cent. above the base lending rate per annum most recently set by the Monetary
Policy Committee of the Bank of England) as the Board determines but the Board shall be
at liberty in any case or cases to waive payment of such interest wholly or in part.
25. Any sum (whether on account of the nominal value of the share or by way of premium)
which by the terms of issue of a share becomes payable upon allotment or at any fixed
date or as an instalment of a call and whether on account of the nominal value of the Share
or by way of premium, shall for all the purposes of these Articles be deemed to be a call
duly made and payable on the date on which by the terms of allotment the same becomes
payable. In the case of non-payment all the relevant provisions of these Articles as to
payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.
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26. The Board may on the allotment of shares differentiate between the allottees or holders
as to the amount of calls to be paid and the times of payment.
27. The Board may if it thinks fit receive from any Member willing to advance the same all or
any part of the moneys (whether on account of the nominal value of the shares or by way
of premium) uncalled and unpaid upon the shares held by him and such payment in
advance of calls shall extinguish pro tanto the liability upon the shares in respect of which
it is made and upon the money so received (until and to the extent that the same would
but for such advance become payable) the Company may pay interest at such rate (not
exceeding 5 per cent. above the base lending rate per annum most recently set by the
Monetary Policy Committee of the Bank of England) as the Board may decide. No sum paid
up in advance of a call shall entitle the Member or person entitled to the share by
transmission to any portion of a dividend, or other payment or distribution, subsequently
declared in respect of any period prior to the date on which such sum would, but for such
payment, become payable.
FORFEITURE AND LIEN
28. If a Member fails to pay in full any call or instalment of a call on or before the due date for
payment thereof, the Board may at any time thereafter during such time as any part of
such call or instalment remains unpaid serve a notice on him requiring payment of so much
of the call or instalment as is unpaid together with any interest which may have accrued
thereon and any costs, charges and expenses incurred by the Company by reason of such
non-payment.
29. The notice shall name a further day (not being less than seven days from the date of service
of the notice) on or before which, and the place where, the payment required by the notice
is to be made, and shall state that in the event of non-payment in accordance therewith
the shares on which the call has been made will be liable to be forfeited upon such terms
and conditions as may be agreed and, subject to any such terms and conditions, a
surrendered share shall be treated as if it had been forfeited.
30. If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which such notice has been given may at any time thereafter, before payment
of all calls and interest and expenses due in respect thereof has been made, be forfeited
by a resolution of the Board to that effect. Such forfeiture shall include all dividends and
other payments or distributions declared in respect of the forfeited share and not actually
paid or distributed before forfeiture. Forfeiture shall be deemed to occur at the time of
the passing of the said resolution of the Board.
31. Subject to the provisions of the Statutes, a share so forfeited or surrendered shall become
the property of the Company and may be sold, re-allotted or otherwise disposed of either
to the person who was before such forfeiture or surrender the holder thereof or entitled
thereto or to any other person upon such terms and in such manner as the Board shall
think fit and at any time before a sale, re-allotment or disposal the forfeiture or surrender
may be cancelled on such terms as the Board thinks fit. The Company shall not exercise
4150-9833-8330/3/RZO/PP1 15
any voting rights in respect of such a share. The Board may, if necessary, authorise some
person to transfer a forfeited or surrendered share to any such other person as aforesaid.
32. A person, any of whose shares have been forfeited or surrendered shall cease to be a
Member in respect of those shares and shall surrender to the Company for cancellation
any certificate for the shares forfeited or surrendered but shall, notwithstanding the
forfeiture or surrender, remain liable to pay to the Company all moneys which at the date
of forfeiture or surrender were presently payable by him to the Company in respect of the
shares with interest thereon at 5 per cent. above the base lending rate per annum most
recently set by the Monetary Policy Committee of the Bank of England (or such lower rate
as the Directors may determine) from the date of forfeiture or surrender until payment
and the Board may at its absolute discretion enforce payment without any allowance for
the value of the shares at the time of forfeiture or surrender or for any consideration
received on their disposal or waive payment in whole or in part.
33. The Company shall have a first and paramount lien on every share (not being a fully- paid
share) for all moneys (whether in respect of the nominal value of the Shares or by way of
premium, and whether presently payable or not) called or payable in respect of such share
and (if the lien is enforced and the share is sold by the Company) the proceeds of sale of
that share. The Board may at any time waive any lien which has arisen and may declare
that any share be exempt wholly or partially from the provisions of this Article.
34. The Company may sell in such manner as the Board thinks fit any share on which the
Company has a lien, but no sale shall be made unless some sum in respect of which the
lien exists is presently payable nor until the expiration of fourteen clear days after a notice
in writing stating and demanding payment of the sum presently payable and giving notice
of intention to sell in default shall have been given to the holder for the time being of the
share or the person entitled thereto by reason of his death or bankruptcy or otherwise by
operation of law.
34.A To give effect to any such sale, the Board may authorise such person as it directs to execute
any instrument of transfer of the shares sold to, or in accordance with the directions of,
the purchaser. The title of the transferee to the shares shall not be affected by any
irregularity in or invalidity of the proceedings relating to the sale, and he shall not be bound
to see to the application of the purchase money.
35. The net proceeds of such sale after payment of the costs of such sale shall be applied in or
towards payment or satisfaction of the amount in respect whereof the lien exists so far as
the same is then payable and any residue shall, upon surrender to the Company for
cancellation of the certificate for the shares sold, or the provision of such evidence or
indemnity as the Board might think fit, (in the case of shares held in certificated form) and
subject to a like lien for sums not presently payable or any liability or engagement not
likely to be presently fulfilled or discharged as existed upon the shares prior to the sale, be
paid to the person entitled to the shares at time of the sale. For the purpose of giving effect
to any such sale the Board may authorise some person to transfer the shares sold to, or in
accordance with the directions of, the purchaser.
4150-9833-8330/3/RZO/PP1 16
36. A statutory declaration in writing by a Director or the Secretary of the Company that a
share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a
date stated in the declaration shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to that share. Such statutory declaration shall
(subject to the execution of an instrument of transfer if the same be required) constitute
a good title to the share and the person to whom the share is sold, re-allotted or disposed
of shall not be bound to see to the application of the consideration (if any) nor shall his
title to the share be affected by any irregularity or invalidity in the proceedings relating to
the forfeiture, surrender, sale, re-allotment or disposal of the share.
TRANSFER OF SHARES
37. All transfers of shares held in certificated form shall be effected by transfer in writing in
any usual or common form or in any other form acceptable to the Board. The instrument
of transfer in respect of shares held in certificated form shall be signed by or on behalf of
the transferor and (except in the case of fully-paid shares) by or on behalf of the
transferee. The transferor shall remain the holder of the shares concerned until the name
of the transferee is entered in the Register of Members in respect thereof. All transfers of
shares which are in uncertificated form shall, unless the CREST Regulations otherwise
provide, be effected by means of a relevant system in accordance with the CREST
Regulations.
38. The Board may decline to recognise any instrument of transfer in respect of shares held in
certificated form if the instrument of transfer is:
(a) in respect of more than one class of share;
(b) in the case of a transfer to joint holders, exceeding four in number or
(c) not duly stamped and not lodged at the Transfer Office or at such other place as
the Board may appoint accompanied by the relevant share certificate(s) to which
it relates and such other evidence (if any) as the Board may reasonably require
to show the right of the transferor to make the transfer (and, if the instrument
of transfer is executed by some other person on his behalf, the authority of that
person so to do).
For the avoidance of doubt, in the case of a transfer by a recognised clearing house or a
nominee of a recognised clearing house or of a recognised investment exchange the
lodgement of share certificates will only be necessary if and to the extent that certificates
have been issued in respect of the shares in question.
39. All instruments of transfer in respect of shares held in certificated form which are
registered may be retained by the Company, but any instrument of transfer which the
Board refuses to register (except in the case of fraud) shall be returned to the person
lodging it when notice of the refusal is given.
40. No fee will be charged by the Company in respect of the registration of any instrument of
transfer in respect of shares held in certificated form or other document relating to or
4150-9833-8330/3/RZO/PP1 17
affecting the title to any shares or otherwise for making any entry in the Register of
Members affecting the title to any shares.
41. The Company shall be entitled to destroy all instruments of transfer or other documents
which have been registered or on the basis of which registration was made at any time
after the expiration of six years from the date of registration thereof and all dividend
mandates and other written directions as to the payment of dividends and notifications of
change of address at any time after the expiration of two years from the date of recording
thereof and all share certificates which have been cancelled at any time after the
expiration of one year from the date of the cancellation thereof and it shall conclusively
be presumed in favour of the Company that every entry in the register purporting to have
been made on the basis of an instrument of transfer or other document so destroyed was
duly and properly made and every instrument of transfer so destroyed was a valid and
effective instrument duly and properly registered and every share certificate so destroyed
was a valid and effective certificate duly and properly cancelled and every other document
hereinbefore mentioned so destroyed was a valid and effective document in accordance
with the recorded particulars thereof in the books or records of the Company. Provided
always that:
(a) the provisions aforesaid shall apply only to the destruction of a document in good
faith and without notice of any claim (regardless of the parties thereto) to which
the document might be relevant;
(b) nothing herein contained shall be construed as imposing upon the Company any
liability in respect of the destruction of any such document earlier than as
aforesaid or in any other circumstances which would not attach to the Company
in the absence of this Article; and
(c) references herein to the destruction of any document include references to the
disposal thereof in any manner.
TRANSMISSION OF SHARES
42. In case of the death of a shareholder, the survivors or survivor where the deceased was a
joint holder, and the executors or administrators of the deceased where he was a sole or
only surviving holder, shall be the only persons recognised by the Company as having any
title to his interest in the shares, but nothing in this Article shall release the estate of a
deceased holder (whether sole or joint) from any liability in respect of any share held by
him.
43. Any person becoming entitled to a share in consequence of the death or bankruptcy of a
Member or otherwise by operation of law may (subject as hereinafter provided) upon
supplying to the Company such evidence as the Board may reasonably require to show his
title to the share either be registered himself as holder of the share or may, upon giving to
the Company notice in writing of his desire to do so, transfer such share to some other
person. All the limitations, restrictions and provisions of these Articles relating to the right
to transfer and the registration of transfers of shares shall be applicable to any such notice
4150-9833-8330/3/RZO/PP1 18
or transfer as aforesaid as if the notice or transfer were a transfer executed by the said
Member (provided that if the share is held in uncertificated form, the transfer shall be
effected by means of a relevant system).
44. Save as otherwise provided by or in accordance with these Articles, a person becoming
entitled to a share in consequence of the death or bankruptcy of a Member or otherwise
by operation of law (upon supplying to the Company such evidence as the Board may
reasonably require to show his title to the share) shall be entitled to receive, and may give
a good discharge for, all dividends and other money payable in respect of the share to
which he would be entitled if he were the registered holder of the share except that he
shall not be entitled (except with the authority of the Board) to receive notice of or to
attend or vote at Meetings of the Company or to any of the rights or privileges of a
Member until he shall have been registered as a Member in respect of the share. The
Board may at any time give notice requiring any such person to elect either to be registered
or to transfer the share, and if the notice is not complied with within 60 days, the Board
may withhold payment of all dividends and other distributions and payments declared in
respect of the share until the requirements of the notice have been complied with.
UNTRACED SHAREHOLDERS
45.
45.1 The Company shall be entitled to sell at the best price reasonably obtainable the shares of
a Member or the shares to which a person is entitled by virtue of transmission on death
or bankruptcy if, and provided that:
45.1.1 there has been a period of 12 years during which at least three dividends in
respect of the shares have become payable and no dividend has been claimed
during that period in respect of such shares;
45.1.2 the Company has, after expiration of that period, sent a notice of its intention
to sell such share to the registered address or last known address of the
Member or of the person entitled to the share by transmission at which
service of notices might be effected in accordance with these Articles and,
before sending such notice, the Company is satisfied that it has taken such
steps as it considers reasonable in the circumstances to trace the Member or
other person entitled; and
45.1.3 during the said period of 12 years and the period of three months following
the date of such notice, the Company shall not have received an indication
either of the whereabouts or of the existence of such Member or person.
If, during the period referred to in Article 45.1.1, any additional shares have been issued
by way of rights in respect of shares held at the commencement of such period or in
respect of shares so issued previously during such period, the Company may, if the
requirement of Articles 45.1.1 to 45.1.3 have been satisfied, also sell such additional
shares.
4150-9833-8330/3/RZO/PP1 19
45.2 To give effect to any such sale the Company may appoint any person (i) in accordance with
the CREST Regulations to issue a written notification to the Operator requiring the
conversion of the shares into certificated form if such shares are held in uncertificated
form; and (ii) to execute as transferor an instrument of transfer of the shares held in
certificated form and such instrument of transfer or such transfer, as the case may be,
shall be as effective as if it had been executed or effected, as the case may be, by the
registered holder of or person entitled by transmission to such shares and the title of the
transferee shall not be affected by any irregularity or invalidity in the proceedings relating
thereto. The net proceeds of sale shall belong to the Company which shall be obliged to
account to the former member or other person previously entitled as aforesaid for an
amount equal to such proceeds and (until the Company has so accounted) shall enter the
name of such former member or other person in the books of the Company as a creditor
for such amount which shall be a permanent debt of the Company. No trust shall be
created in respect of the debt, no interest shall be payable in respect of the same and the
Company shall not be required to account for any money earned on the net proceeds,
which may be employed in the business of the Company or invested in such investments
(other than shares of the Company or its holding company if any) as the Board may from
time to time think fit. If no valid claim for the net proceeds has been received by the
Company during a period of three years from the date upon which the relevant shares
were sold by the Company in accordance with these Articles, the net proceeds will be
forfeited and will belong to the Company.
MEETINGS
46. An Annual General Meeting shall be held once in every year, at such time (within a period
of not less than the minimum period of notice as is prescribed by the 2006 Act) and place
as may be determined by the Board. All other meetings shall be called General Meetings.
47. The Board may whenever it thinks fit, and shall on requisition in accordance with the
Statutes, proceed with proper expedition to convene, and the Company shall hold, a
General Meeting.
NOTICE OF MEETINGS
48. An Annual General Meeting shall be called by twenty-one days' notice in writing at the
least. Subject to the Statutes, a General Meeting shall be called by fourteen days' notice in
writing at the least. The period of notice shall in each case be exclusive of the day on which
it is served or deemed to be served and of the day on which the Meeting is to be held and
shall be given in a manner hereinafter mentioned to all Members other than such as are
not under the provisions of these Articles entitled to receive such notices from the
Company, the Directors and (in the case of an Annual General Meeting) the Auditors
provided that a Meeting notwithstanding that it has been called by a shorter notice than
that specified above shall be deemed to have been duly called if it is so agreed:
(a) in the case of an Annual General Meeting by all the Members entitled to attend
and vote thereat; and
4150-9833-8330/3/RZO/PP1 20
(b) in the case of a General Meeting by a majority in number of the Members having
a right to attend and vote thereat, being a majority together holding not less than
ninety-live per cent. in nominal value of the shares giving that right.
49. The contents of every notice calling a Meeting shall conform to the requirements of the
Statutes.
50. Routine business shall mean and include only business transacted at an Annual General
Meeting of the following classes, that is to say:
(a) declaring dividends;
(b) receiving and/or adopting the accounts, the reports of the Directors and Auditors
and other documents required to be attached or annexed to the accounts;
(c) appointing or re-appointing Directors to fill vacancies arising at the Annual
General Meeting or retirement whether by rotation or otherwise;
(d) re-appointing the retiring Auditors (unless they were last appointed otherwise
than by the Company in General Meeting); or
(e) fixing the remuneration of the Auditors or determining the manner in which such
remuneration is to be fixed.
ATTENDANCE AND PARTICIPATION AT DIFFERENT PLACES AND BY ELECTRONIC MEANS
In these Articles:
(a) a "physical meeting" means a Meeting held and conducted by physical
attendance by Members and/or proxies at a particular place; and
(b) a "hybrid meeting" means a Meeting held and conducted by both physical
attendance by Members and/or proxies at a particular place and by Members
and/or proxies also being able to attend and participate by Electronic Means
without needing to be in physical attendance at that place.
(c) The Board may decide in relation to any Meeting (including a postponed or
adjourned Meeting) whether the Meeting is to be held as a physical meeting or
as a hybrid meeting and shall, for the avoidance of doubt, be under no obligation
to convene a Meeting as a hybrid meeting whatever the circumstances.
51. In the case of any Meeting, the Directors may, notwithstanding the specification in the
notice convening the Meeting of the place at which the chairman of the Meeting shall
preside (the Principal Place) but subject to the requirements of the 2006 Act, make
arrangements for simultaneous attendance and participation by Electronic Means in a
hybrid meeting. In the case of a hybrid meeting, the provisions of these Articles shall be
treated as modified to permit any such arrangements and, in particular:
4150-9833-8330/3/RZO/PP1 21
51.1.1 references in these Articles to attending and being present at the Meeting,
including in relation to the quorum for the Meeting and the right to vote at
the Meeting, shall be treated as including participating in the Meeting by
Electronic Means;
51.1.2 the Meeting shall be duly constituted and its proceedings valid if the chairman
of the Meeting is satisfied that adequate facilities have been made available
so that all persons (being entitled to do so) attending the hybrid meeting by
Electronic Means, may:
(a) participate in the business for which the Meeting has been
convened;
(b) hear all persons who speak at the Meeting whether by the use of
microphones, loudspeakers, audio-visual communications
equipment or otherwise; and
(c) be heard by all other persons present at the Meeting
but under no circumstances shall the inability of one or more Members or
proxies to access, or continue to access, the facilities for participation in the
Meeting despite adequate facilities being made available by the Company,
affect the validity of the Meeting or any business conducted at the Meeting,
provided that the Meeting is quorate;
51.1.3 all resolutions put to Members at a hybrid meeting, including in relation to
procedural matters, shall be decided on a poll;
51.1.4 the Board may authorise any voting application, system or facility in respect
of the electronic platform for the hybrid meeting as it may see fit; and
51.1.5 if it appears to the chairman of the Meeting that the electronic facilities for a
hybrid meeting have become inadequate for the purpose of holding the
Meeting then the chairman of the Meeting may, with or without the consent
of the Meeting, interrupt or adjourn the Meeting (before or after it has
started) and the provisions in Article 56 shall apply to any such adjournment.
All business conducted at the hybrid meeting up to the point of the
adjournment shall be valid.
52. In relation to electronic participation at a Meeting, the right of a Member to participate
electronically shall include without limitation the right to speak, vote on a poll, be
represented by a proxy and have access (including electronic access) to all documents
which are required by the 2006 Act or these Articles to be made available at the Meeting.
52.1 If, after the sending of notice of a hybrid meeting but before the Meeting is held (or after
the adjournment of a hybrid meeting but before the adjourned Meeting is held), the Board
considers that it is impracticable or unreasonable to hold the Meeting at the time specified
in the notice of Meeting using the electronic facilities stated in the notice of Meeting or
4150-9833-8330/3/RZO/PP1 22
made available prior to the Meeting, they may change the Meeting to a physical Meeting,
change the electronic facilities (and make details of the new facilities available in the
manner stated in the notice of Meeting), and/or postpone the time at which the Meeting
is to be held.
52.2 An adjourned Meeting or postponed Meeting may be held as a physical Meeting or a
hybrid meeting irrespective of the form of the Meeting which was adjourned or
postponed.
52.3 The Board or the chairman of the Meeting may make any arrangement and impose any
requirement or restriction they or he consider appropriate to ensure the security of a
hybrid meeting including, without limitation, requirements for evidence of identity that is:
52.3.1 necessary to ensure the identification of those taking part and the security of
the electronic communication, and
52.3.2 proportionate to those objectives.
PROCEEDINGS AT MEETINGS
53. The Chairman, failing whom any deputy Chairman, shall preside as chairman at a Meeting.
If there be no such Chairman or deputy Chairman, or if at any Meeting neither be present
within fifteen minutes after the time appointed for holding the Meeting or if neither the
Chairman nor deputy Chairman is willing to act, the Directors present shall choose one of
their number (or, if no Director be present or if all the Directors present decline to take
the chair, the Members present in person or by proxy or by corporate representative and
entitled to vote shall choose one of their number) to be Chairman of the Meeting.
54. No business other than the appointment of a Chairman shall be transacted at any Meeting
unless a quorum is present at the time when the Meeting proceeds to business. Two
Members present in person or by proxy (unless, if there are only attendees by proxy, there
are at least two proxies appointed by different Members) or by a duly authorised
representative (unless, if there are only corporate representatives attending, there are at
least two duly appointed corporate representatives appointed by different Members) and
entitled to vote shall be a quorum for all purposes, or, in circumstances where there is only
a single Member of the Company, that sole Member present in person or by
representative (in the case of a corporate member) or proxy appointed by that sole
Member in relation to the Meeting and entitled to vote shall be a quorum in such
circumstances.
55. If within fifteen minutes from the time appointed for a Meeting (or such longer interval as
the Chairman of the Meeting may think fit to allow) a quorum is not present, the Meeting,
if convened on the requisition of Members, shall be dissolved. In any other case it shall
stand adjourned until at least ten clear days after the date of the original Meeting at such
time and place as may have been specified for the purpose in the notice convening the
Meeting or (if not so specified) as the Chairman of the Meeting may determine and in the
latter case not less than seven days' notice of the adjourned Meeting shall be given in like
manner as in the case of the original Meeting. At the adjourned Meeting two Members
4150-9833-8330/3/RZO/PP1 23
present in person or by proxy (unless, if there are only attendees by proxy, there are at
least two proxies appointed by different Members) or by a duly authorised representative
(unless, if there are only corporate representatives attending, there are at least two duly
appointed corporate representatives appointed by different Members) and entitled to
vote shall be a quorum for all purposes, or, in circumstances where there is only a single
Member of the Company, that sole Member present in person or by representative (in the
case of a corporate member) or proxy appointed by that sole Member in relation to the
adjourned Meeting and entitled to vote shall be a quorum in such circumstances. If within
fifteen minutes from the time fixed for holding an adjourned Meeting a quorum is not
present or if during an adjourned Meeting a quorum ceases to be present, the adjourned
Meeting shall be dissolved. The Company shall give at least 10 days' notice (in any manner
in which notice of a Meeting may lawfully be given from time to time) of any Meeting
adjourned through lack of a quorum and such notice shall state the quorum requirement.
56. The Chairman of any Meeting at which a quorum is present may with the consent of the
Meeting (and shall if so directed by the Meeting) adjourn the Meeting from time to time
(or sine die) and from place to place, but no business shall be transacted at any adjourned
Meeting except business which might lawfully have been transacted at the Meeting from
which the adjournment took place. Where a Meeting is adjourned sine die the time and
place for the adjourned Meeting shall be fixed by the Board. When a Meeting is adjourned
for thirty days or more or sine die not less than seven days' notice of the adjourned
Meeting shall be given in like manner as in the case of the original Meeting. In addition
(and without prejudice to the Chairman's power to adjourn a Meeting conferred by Article
55), the Chairman may adjourn the Meeting to another time and place without such
consent of the Meeting if it appears to him that:
56.1 it is likely to be impracticable to hold or continue that Meeting because of the number of
Members wishing to attend who are not present; or
56.2 the unruly conduct of persons attending the Meeting prevents or is likely to prevent the
orderly continuation of the business of the Meeting; or
56.3 an adjournment is otherwise necessary so that the business of the Meeting may be
properly conducted.
57. Save as hereinbefore expressly provided, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
58. If an amendment shall be proposed to any resolution under consideration but shall in good
faith be ruled out of order by the Chairman of the Meeting the proceedings on the
substantive resolution under consideration shall not be invalidated by any error in such
ruling. In the case of a resolution duly proposed as a Special Resolution no amendment
thereto (other than a mere clerical amendment to correct a patent error) may in any event
be considered or voted upon.
4150-9833-8330/3/RZO/PP1 24
59. At any Meeting a resolution put to the vote of the Meeting shall be decided on a show of
hands unless a poll is (before or on the declaration of the result of the show of hands or
on the withdrawal of any other due demand for a poll) demanded by:
(a) the Chairman of the Meeting; or
(b) not less than three Members or, in the case of a Special Resolution for the
voluntary winding up of the Company pursuant to Article 153, one Member,
present in person or by proxy or by representative (in the case of a corporate
member) and entitled to vote; or
(c) a Member or Members present in person or by proxy or by representative (in the
case of a corporate member) and representing not less than one-tenth of the
total voting rights of all the Members having the right to vote at the Meeting
(excluding any voting rights attached to any shares in the Company held as
treasury shares); or
(d) a Member or Members present in person or by proxy or by representative (in the
case of a corporate member) and holding shares in the Company conferring a
right to vote at the Meeting being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total sum paid up on all the shares
conferring that right (excluding shares in the Company conferring a right to vote
on the resolution which are held as treasury shares).
60. A demand for a poll may be withdrawn only with the approval of the Meeting. Unless a
poll is demanded, a declaration by the Chairman of the Meeting that a resolution has been
carried, or carried unanimously, or by a particular majority, or lost, and an entry to that
effect in the minute book, shall be conclusive evidence of that fact without proof of the
number or proportion of the votes recorded for or against such resolution. If a poll is duly
demanded, it shall be taken in such manner (including the use of ballot or voting papers
or tickets or by Electronic Means) as the Chairman of the Meeting may direct, and the
result of the poll shall be deemed to be the resolution of the Meeting at which the poll
was demanded. The Chairman of the Meeting may (and if so directed by the Meeting shall)
appoint scrutineers (who need not be Members) and may fix a time and place for the
purpose of declaring the result of the poll.
61. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman
of the Meeting at which the show of hands takes place or at which the poll is demanded
shall be entitled to a casting vote.
62. A poll demanded on the choice of a Chairman or on a question of adjournment shall be
taken forthwith. A poll demanded on any other question shall be taken either immediately
or at such subsequent time (not being more than thirty days from the date of the Meeting)
and place as the Chairman may direct. 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. In any other case, at least seven clear days' notice shall be given
(in any manner in which notice of a Meeting may lawfully be given from time to time)
4150-9833-8330/3/RZO/PP1 25
specifying the time and place at which the poll is to be taken. The demand for a poll shall
not prevent the continuance of the Meeting for the transactions of any business other
than the question on which the poll has been demanded. The demand for a poll may be
withdrawn at any time before the poll is taken. If a poll is demanded before the declaration
of the result of a show of hands and the demand is subsequently duly withdrawn, the
Meeting shall continue as if the demand had not been made.
VOTES OF MEMBERS
63.
63.1 Subject to any special rights or restrictions as to voting attached by or in accordance with
these Articles to any class of shares and, as applicable, to the provisions of Article 153, on
a show of hands:
63.1.1 every Member who is present in person or by proxy and entitled to vote shall
have one vote;
63.1.2 notwithstanding the foregoing, if a proxy has been duly appointed by more
than one Member entitled to vote on the resolution and has been instructed
by one or more of those Members to vote for the resolution and by one or
more other of those Members to vote against it, or is instructed by one or
more of those Members to vote in one way and is given discretion as to how
to vote by one or more Members (and wishes to use that discretion to vote
in the other way) he does not need to use all his votes or cast all the votes in
the same way; and
63.1.3 every corporate representative present who has been duly authorised by a
corporation has the same voting rights as the corporation would be entitled
to.
63.2 On a poll, every Member who is present in person or so deemed present in person or by
proxy and entitled to vote shall have one vote for every share of which he is the holder,
proxy or representative.
64. For the purposes of determining which persons are entitled to attend or vote at a Meeting
and how many votes such person may cast, the Company may specify in the notice
convening the Meeting a time, being not more than 48 hours before the time fixed for the
Meeting (and for this purpose no account shall be taken of any part of a day that is not a
business day), by which a person must be entered on the register in order to have the right
to attend or vote at the Meeting.
65. In the case of joint holders of a share the vote of the senior who tenders a vote, whether
in person or by proxy, shall be accepted to the exclusion of the votes of the other joint
holders and for this purpose seniority shall be determined by the order in which the names
stand in the Register of Members in respect of the share.
4150-9833-8330/3/RZO/PP1 26
66. A Member who is a patient for any purpose of any statute relating to mental health or in
respect of whom an order has been made by any court having jurisdiction for the
protection or management of the affairs of persons incapable of managing their own
affairs (whether in the United Kingdom or elsewhere), may vote, whether on a show of
hands or on a poll, by his guardian, receiver, curator bonis or other person in the nature
of a guardian, receiver or curator bonis authorised for that purpose and appointed by such
court, and any such person may, on a show of hands or on a poll, vote by proxy provided
that such evidence as the Board may require of the authority of the person claiming to
exercise the right to vote shall have been deposited at the Transfer Office, or at such other
place (if any) as is specified for the delivery of instruments of proxy in accordance with
these Articles, not less than forty eight hours before the time appointed for holding the
Meeting or adjourned Meeting or (in the case of a poll taken otherwise than at, or on the
same day as, the Meeting or adjourned meeting) for the taking of the poll at which it is
desired to vote, and in default the right to vote shall not be exercisable.
67.
67.1 No Member shall, unless the Board otherwise determine, be entitled in respect of shares
held by him to vote at a Meeting either personally or by proxy or to exercise any other
right conferred by membership in relation to Meetings of the Company if any call or other
sum presently payable by him to the Company in respect of such shares remains unpaid.
67.2
67.2.1 Without prejudice to any other rights or remedies of the Company where, in
respect of any shares in the Company, any registered holder of such shares or
other person appearing to be interested (within the meaning of Part 22 of the
2006 Act) in such shares fails to comply with any notice (in this Article called
a statutory notice) given to that holder or other person by the Company
pursuant to section 793 of the 2006 Act or, in purported compliance with such
a statutory notice, makes a statement which is false in a material particular,
then not earlier than fourteen days after the service of such statutory notice,
the Board may in its absolute discretion serve upon such registered holder a
notice (in this Article called a disenfranchisement notice) stating or to the
effect that until the expiry of a period of not more than seven days after the
earlier of (i) receipt by the Company of a notice that the shareholding has
been the subject of an approved transfer; or (ii) due compliance, to the
satisfaction of the Company, with the statutory notice, such shares (which
term shall include any further shares which are issued in respect of such
shares) shall from the service of the disenfranchisement notice confer on him
no right to attend or vote, in person, by representative or by proxy, at a
Meeting or on any poll or to exercise any other rights conferred by
membership in relation to Meetings or poll.
67.2.2 Where the shares in question are shares of any class representing at least 0.25
per cent. in nominal value of the issued share capital of that class, the
4150-9833-8330/3/RZO/PP1 27
disenfranchisement notice may also at the discretion of the Board direct that,
until the expiry of a period of not more than seven days after the earlier of (i)
receipt by the Company of a notice that the shareholding has been the subject
of an approved transfer; or (ii) due compliance, to the satisfaction of the
Company, with the statutory notice, of all or any of the following restrictions
shall also apply in respect of all or any of such shares:
(a) no transfer of any of the shares in certificated form held by such
registered holder shall be registered unless (a) such registered
holder is not himself in default as regards supplying the information
requested and the transfer is part only of such registered holder's
holding and, when presented for registration, is accompanied by a
certificate by such registered holder in a form satisfactory to the
Board to the effect that, after due and careful enquiry, the Board is
satisfied that no person in default as regards supplying such
information is interested in any of the shares the subject of the
transfer provided that, in the case of uncertificated securities, the
Board may only exercise its discretion not to register a transfer if
permitted to do so by regulation 27 of the CREST Regulations or (b)
such transfer is an approved transfer (and, for the purpose of
ensuring this Article 67.2.2(a) can apply to all shares held by the
holder, the Company may, in accordance with the CREST
Regulations, issue a written notification to the Operator requiring
the conversion into certificated form of any shares held by the
holder in uncertificated form); and
(b) any dividend (including shares issued in lieu of dividend) or other
monies payable which would otherwise be payable on such shares
shall be retained by the Company in whole or in part without any
liability to pay interest thereon.
The Company shall send to each other person appearing to be interested in
the shares which are the subject of any disenfranchisement notice a copy of
the notice, but the failure or omission by the Company to do so shall not
invalidate such notice.
67.2.3 The Board may cancel a disenfranchisement notice, in whole or in part, at any
time.
67.2.4 A disenfranchisement notice shall cease to have effect in relation to any
shares which are transferred by such Member by means of an approved
transfer, on the date of transfer thereof. A transfer of shares is an approved
transfer if, but only if:
(a) it is a transfer to an offerer by way of or in pursuance of acceptance
of a takeover offer for a company (as defined in section 974 of the
2006 Act); or
4150-9833-8330/3/RZO/PP1 28
(b) the Directors are satisfied that the transfer is made pursuant to a
bona fide sale of the whole of the beneficial interest of the shares
to a person unconnected with the registered holder and/or with any
other person appearing to be interested in such shares including any
such sale made through a recognised investment exchange (as
defined in the FSMA) or any other stock exchange outside the
United Kingdom on which the Company's shares are normally
traded. For the purposes of this sub-paragraph (b), any associate (as
defined in section 435 of the Insolvency Act 1986) shall be included
amongst the persons who are connected with the registered holder
or any person appearing to be interested in such shares.
67.2.5 For the purpose of this Article 67.2 a person other than the holder of a share
shall be treated as appearing to be interested in that share if the registered
holder of such share has given to the Company a notification which either (a)
names such person as being so interested or (b) fails to establish the identities
of those interested in the shares and if (after taking into account the said
notification and any other relevant notification(s) under the said section 793)
the Company knows or has reasonable cause to believe that the person in
question is or may be interested in the share.
67.2.6 For the purposes of section 808 of the 2006 Act any information received by
the Company following the service of a notice on a Member pursuant to
Article 67.2 is deemed to have been received by the Company as though the
Member had been required to provide the information under section 793 of
the 2006 Act.
68. No objection shall be raised as to the admissibility of any vote except at the Meeting or
adjourned Meeting at which the vote objected to is or may be given or tendered and every
vote not disallowed at such Meeting shall be valid. Any such objection shall be referred to
the Chairman of the Meeting whose decision shall be final and conclusive.
69. The Company shall not be bound to enquire whether any proxy or corporate
representative votes in accordance with the instructions given to him by the Member he
represents and if a proxy or corporate representative does not vote in accordance with
the instructions of the Member he represents the vote or votes cast shall nevertheless be
valid and shall not vitiate the decision of the Meeting or adjourned Meeting or poll on any
resolution.
70. On a poll votes may be given either personally or by proxy and a person entitled to more
than one vote need not use all his votes or cast all the votes he uses in the same way.
71. A proxy need not be a Member of the Company and a Member may appoint more than
one proxy to attend on the same occasion provided that each proxy is appointed to
exercise the rights attached to a different share or shares held by him. References in these
Articles to an appointment of proxy include references to an appointment of multiple
proxies.
4150-9833-8330/3/RZO/PP1 29
72. An instrument appointing a proxy shall be in writing in any usual or common form or in
any other form which the Board may approve and:
(a) in the case of an individual shall be signed by the appointor or his attorney who
is authorised in writing to do so; and
(b) in the case of a corporation shall be either given under its common seal or
otherwise executed by it in accordance with the 2006 Act or signed on its behalf
by an attorney or a duly authorised officer or signatory of the corporation.
The signature on such instrument need not be witnessed. Where an instrument appointing
a proxy is signed on behalf of the appointor by an attorney or other written authority, the
letter or power of attorney or written authority satisfactory to the Board or a duly certified
copy thereof must (failing previous registration with the Company) be lodged with the
instrument of proxy pursuant to the next following article, failing which the instrument
may be treated as invalid.
73. An instrument appointing a proxy must be left (or where relevant, delivered or received in
Electronic Form subject to any conditions the Company may specify) at such place or one
of such places (if any) as may be specified for that purpose in or by way of note to or in
any document accompanying the notice convening the Meeting (or, if no place is so
specified, at the Transfer Office) not less than forty-eight hours before the time appointed
for the holding of the Meeting or adjourned Meeting or (in the case of a poll taken
otherwise than at or on the same day as the Meeting or adjourned Meeting) not less than
twenty four hours before the time appointed for the taking of the poll at which it is to be
used. The instrument shall, unless the contrary is stated thereon, be valid as well for any
adjournment of the Meeting as for the Meeting to which it relates. The Board may specify
in the notice convening the Meeting that in determining the time for delivery of proxies
pursuant to this Article, no account shall be taken of any part of a day which is not a
business day. An appointment of proxy which is not received or delivered in a manner so
permitted shall be invalid, provided that an instrument of proxy relating to more than one
Meeting (including any adjournment thereof) having once been so delivered for the
purposes of any Meeting shall not require again to be delivered for the purposes of any
subsequent Meeting to which it relates. Delivery of an instrument appointing a proxy shall
not preclude a Member from attending and voting in person at the Meeting or adjourned
Meeting or in the poll concerned.
74. Without limiting the foregoing, in relation to any shares in uncertificated form the Board
may permit a proxy to be appointed by Electronic Means in the form of an uncertificated
proxy instruction (that is, a properly authenticated dematerialised instruction, and/or
other instruction or notification, sent by means of a relevant system to such participant in
that system acting on behalf of the Company as the Board may prescribe, in such form and
subject to such terms and conditions as may from time to time be prescribed by the Board
(subject always to the facilities and requirements of the relevant system)); and may permit
any supplement to, or amendment or revocation of, any such uncertificated proxy
instruction to be made by a further uncertificated proxy instruction. The Board may in
4150-9833-8330/3/RZO/PP1 30
addition prescribe the method of determining the time at which any such instruction or
notification is to be treated as received by the Company. The Board may treat any such
instruction or notification purporting or expressed to be sent on behalf of a holder of a
share as sufficient evidence of the authority of the person sending the instruction to send
it on behalf of that holder.
75. An instrument appointing a proxy shall be deemed to include the right to demand or join
in demanding a poll, to vote on a show of hands or on a poll, to speak at the Meeting and
to vote on any amendment of a resolution put to the Meeting for which it is given as the
proxy thinks fit.
76. A vote cast by proxy shall not be invalidated by the previous death or insanity of the
principal or by the revocation of the appointment of the proxy or of the authority under
which the appointment was made provided that no intimation in writing of such death,
insanity or revocation shall have been received by the Company at the Transfer Office, or
at such other place or address (if any) as is specified for the delivery of instruments of
proxy in accordance with these Articles, including the address where an appointment in
Electronic Form may be received, at least one hour before the commencement of the
Meeting or adjourned Meeting or (in the case of a poll taken otherwise than at or on the
same day as the Meeting or adjourned Meeting) the time appointed for the taking of the
poll at which the vote is cast.
77. Electronic Form of Proxy
The Board may allow the appointment of a proxy to be sent or supplied in Electronic Form
subject to any requirements as to authentication of the appointment and any restrictions,
limitations or conditions as the Board may think fit and where the Company includes an
electronic address in any notice of Meeting, appointment of proxy or invitation to appoint
a proxy, any documentation or information relating to proceedings at the Meeting or
proxies for the Meeting may be sent by Electronic Means to that address, subject to any
conditions or limitations specified in the notice.
CORPORATIONS ACTING BY REPRESENTATIVES
78. Any corporation which is a Member of the Company may by resolution of its directors or
other governing body authorise such person or persons as it thinks fit to act as its
representative at any Meeting of the Company. A Director, the Secretary or any other
person authorised by any Director or the Secretary for this purpose, may require a
corporate representative to produce a copy of the resolution appointing him as a
corporate representative, or other evidence of appointment, before permitting the
corporate representative to exercise his powers. The person or persons so authorised shall
be entitled to exercise the same powers on behalf of such corporation as the corporation
could exercise if it were an individual Member of the Company and such corporation shall
for the purposes of these Articles be deemed to be present in person at any such Meeting
if a person so authorised is present thereat. Where more than one person is so authorised,
any one of them is entitled to exercise the same powers on behalf of the grantor of the
authority as the grantor could exercise if it were an individual Member of the Company.
4150-9833-8330/3/RZO/PP1 31
Where the corporation authorises more than one person and more than one of them
purport to exercise a power, their power shall be exercised in accordance with the
provisions of the 2006 Act.
DIRECTORS
79. Subject as hereinafter provided the Directors shall not be less than three nor more than
ten. The Company may by Ordinary Resolution from time to time vary the minimum
number and/or the maximum number of Directors.
80. A Director shall not be required to hold any shares of the Company by way of qualification.
A Director who is not a Member of the Company shall nevertheless be entitled to attend
and speak at Meetings.
80.A The Directors shall be paid such remuneration (by way of fee) for their services as may be
determined by the Board save that, unless otherwise approved by Ordinary Resolution of
the Company, the aggregate of the remuneration of all the Directors shall not exceed
£400,000 per annum. Such remuneration shall be deemed to accrue from day to day, shall
be divided between the Directors as they shall agree or, failing agreement, equally and
shall be distinct from and additional to any remuneration or other benefits which may be
paid or provided to any Director pursuant to any other provision of these Articles.
81. Any Director who holds any office or who serves on any committee of the Directors, or
who otherwise performs services which in the opinion of the Board are outside the scope
of the ordinary duties of a Director, may be paid such extra remuneration by way of salary,
commission, percentage of profits or otherwise as the Board may determine.
82. The Board may repay to any Director all such reasonable expenses as he may incur in
attending and returning from meetings of the Board or of any committee of the Directors
or Meetings or otherwise in connection with the business of the Company.
83. Without prejudice to the provisions of Article 156 and to the extent permitted by the
Statutes, the Board shall have power to purchase and maintain insurance for or for the
benefit of any persons who are or were at any time Directors, officers or agents of the
Company, or of any Associated Company including (without prejudice to the generality of
the foregoing) insurance against any liability incurred by such persons in respect of any act
or omission in the actual or purported execution and/or discharge of their duties and/or
otherwise in relation to the exercise or purported exercise of their powers and/or
otherwise in relation to their duties, powers or offices in relation to the Company or any
Associated Company.
84. Subject to the provisions of the Statutes, and provided that he has made the disclosures
required by the 2006 Act, a Director notwithstanding his office may be party to or
otherwise directly or indirectly interested in any contract or arrangement or transaction
to which the Company is a party or in which the Company is in any way interested and he
may hold and be remunerated in respect of any office or place of profit (other than the
office of Auditor of the Company or any subsidiary thereof) under the Company or any
other company in which the Company is in any way interested as the Board may decide
4150-9833-8330/3/RZO/PP1 32
and he (or any firm of which he is a member) may act in a professional capacity (other than
the office of Auditor of the Company or any subsidiary thereof) for the Company or any
such other company and be remunerated therefor and in any such case as aforesaid (save
as otherwise agreed by him) he may retain for his own absolute use and benefit all profits
and advantages accruing to him thereunder or in consequence thereof as if he were not a
Director.
85.
85.1 The Board may from time to time appoint one or more of its body to be the holder of any
office (including, where considered appropriate, the office of Chairman or deputy
Chairman but excluding that of Auditor) on such terms and for such period as it may
(subject to the provisions of the Statutes and these Articles) determine and, without
prejudice to the terms of any contract entered into in any particular case, may at any time
revoke or vary the terms of any such appointment.
85.2 The appointment of any Director to the office of Chairman or deputy Chairman or
managing or joint managing or deputy or assistant managing Director shall automatically
determine if he ceases to be a Director but without prejudice to any claim for damages for
breach of any contract of service between him and the Company.
85.3 The appointment of any Director to any other office shall not automatically determine if
he ceases from any cause to be a Director, unless the contract or resolution under which
he holds office shall expressly state otherwise in which event such determination shall be
without prejudice to any claim for damages for breach of any contract of service between
him and the Company.
86. The Board may entrust to and confer upon any Director holding any office any of the
powers exercisable by them as Directors upon such terms and conditions and with such
restrictions as they think fit, and either collaterally with or to the exclusion of their own
powers, and may from time to time revoke, withdraw, alter or vary all or any of such
powers.
APPOINTMENT AND RETIREMENT OF DIRECTORS
87. Any provisions of the Statutes which, subject to the provisions of these Articles, would
have the effect of rendering any person ineligible for appointment as a Director or liable
to vacate office as a Director on account of his having reached any specified age or of
requiring special notice or any other special formality in connection with the appointment
of any Director over a specified age, shall not apply to the Company.
88. The office of a Director shall be vacated in any of the following events, namely:
88.1
(a) if he ceases to be a Director by virtue of any provision of the Statutes or becomes
prohibited by law from acting as a Director;
4150-9833-8330/3/RZO/PP1 33
(b) if he shall resign by writing under his hand left at the Office or if he shall in writing
offer to resign and the Board shall resolve to accept such offer;
(c) if he becomes apparently insolvent (within the meaning of the Bankruptcy
(Scotland) Act 1985) or shall have a bankruptcy order made against him or shall
make any arrangement with his creditors generally or shall apply to the court for
an interim order under section 253 of the Insolvency Act 1986 in connection with
a voluntary arrangement under that Act or any analogous event occurs in
relation to him in another jurisdiction;
(d) if in Scotland or elsewhere 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;
(e) if he is absent from meetings of the Board for six consecutive months without
permission of the Board and the Board resolves that his office be vacated;
(f) if he shall be removed from office by notice in writing served upon him signed by
or on behalf of all his co-Directors, but so that if he holds an appointment to an
office which thereby automatically determines such removal shall be deemed an
act of the Company and shall have effect without prejudice to any claim for
damages for breach of any contract of service between him and the Company.
88.2 A resolution of the Board declaring a Director to have vacated or to have been removed
from office under the terms of Articles 88.1(a) to 88.1(f) (inclusive) shall be conclusive as
to the fact and grounds of vacation or removal stated in the resolution.
88.3 Upon termination of a Director's appointment for any reason, he shall cease to be a
member of any committee.
89. Each Director shall be subject to annual re-election by the Members.
90. The Company at the Meeting at which a Director retires under any provision of these
Articles may by Ordinary Resolution fill the office being vacated by electing thereto the
retiring Director or some other person eligible for appointment. In default the retiring
Director shall be deemed to have been re-elected except in any of the following cases:
(a) where at such Meeting it is expressly resolved not to fill such office or a
resolution for the re-election of such Director is put to the Meeting and lost;
(b) where such Director has given notice in writing to the Company that he is
unwilling to be re-elected; or
(c) where the default is due to the moving of a resolution in contravention of the
next following Article.
The retirement shall not have effect until the conclusion of the Meeting except where a
resolution is passed to elect some other person in the place of the retiring Director or a
4150-9833-8330/3/RZO/PP1 34
resolution for his re-election is put to the Meeting and lost and accordingly a retiring
Director who is re-elected or deemed to have been re-elected will continue in office
without a break.
91. A resolution for the appointment of two or more persons as Directors by a single resolution
shall not be moved at any Meeting unless a resolution that it shall be so moved has first
been agreed to by the Meeting without any vote being given against it; and any resolution
moved in contravention of this provision shall be void. For the purposes of this Article, a
motion for approving a person's appointment or for nominating him for appointment shall
be treated as a motion for his appointment.
92. No person other than a Director retiring (or, if appointed by the Board, vacating office) at
the Meeting shall, unless recommended by the Board for election be eligible for election
to the office of a Director at any Meeting unless not less than seven nor more than forty-
two days (inclusive of the date on which the notice is given) before the date appointed for
the Meeting there shall have been lodged at the Office addressed to the Secretary notice
in writing signed by some Member (other than the person to be proposed) duly qualified
to attend and vote at the Meeting for which such notice is given of his intention to propose
such person for election and also notice in writing signed by the person to be proposed of
his willingness to be elected. The notice from the member shall give the particulars in
respect of that person which would (if he were elected) be required to be included in the
Company's register of Directors.
93. The Company may in accordance with and subject to the provisions of the Statutes by
Ordinary Resolution of which special notice has been given in accordance with section 312
of the 2006 Act remove any Director from office before the expiration of his period of
office (notwithstanding any provision of these Articles or of any agreement between the
Company and such Director, but without prejudice to any claim he may have for damages
for breach of any such agreement) and appoint another person in place of a Director so
removed from office. In default of such appointment the vacancy arising upon the removal
of a Director from office may be filled as a casual vacancy. No Director proposed to be
removed in accordance with this Article has any special right to protest against his
removal.
94. The Company may by Ordinary Resolution appoint any person who is willing to act to be a
Director either to fill a casual vacancy or as an additional Director. Without prejudice
thereto the Board shall have power at any time so to do, but so that the total number of
Directors shall not thereby exceed the maximum number (if any) fixed by or in accordance
with these Articles. Any person so appointed by the Board shall hold office only until the
next Annual General Meeting and shall then be eligible for re- election, and unless so
elected shall vacate office at the conclusion of such Annual General Meeting.
MEETINGS AND PROCEEDINGS OF DIRECTORS
95.
4150-9833-8330/3/RZO/PP1 35
95.1 Subject to the provisions of these Articles the Directors may meet together for the
despatch of business, adjourn and otherwise regulate their meetings as they think fit. At
any time any Director may, and the Secretary on the requisition of a Director shall,
summon a meeting of the Board. Notice of such meeting shall be given to all Directors
including those not within the United Kingdom either personally or by word of mouth or
given in writing to him at such address as he may from time to time specify for this purpose
(or if he does not specify an address, at his last known address) or sent by way of electronic
communication to an address for the time being notified by him to the Company for this
purpose. Any Director may waive his entitlement to notice of any meeting either in
advance of or following a meeting and any such waiver may be retroactive and shall not
affect the validity of the meeting or any business conducted at it.
95.2 The quorum necessary for the transaction of business of the Board may be fixed from time
to time by the Board and unless so fixed at any other number shall be two. A meeting of
the Board at which a quorum is present shall be competent to exercise all powers and
discretions for the time being exercisable by the Directors.
95.3 A Director who is unable to attend any meeting of the Board or any committee meeting of
the Board of which he is a member may authorise any other Director to attend and vote
for him at that meeting and may at any time terminate that authority. In that event the
Director so authorised shall at such meeting have a vote for each absent Director by whom
he is so authorised in addition to his own vote. Any such authority must be by notice in in
writing or by facsimile message signed by the Director making or revoking the authority
delivered to or lodged with the Secretary prior to or at the meeting.
96. All or any of the Directors or any committee of the Board may validly participate in a
meeting of the Board or that committee by means of a conference telephone or any
communication equipment which allows all persons participating in the meeting to hear
each other and speak to each other throughout such meeting. A person so participating
shall be deemed to be present in person at the meeting and shall be entitled to vote and
be counted in a quorum accordingly. Subject to the Statutes, all business transacted in
such a manner by the Board or a committee of the Board shall, for the purposes of these
Articles, be deemed to be validly and effectively transacted at a meeting of the Board or a
committee of the Board, notwithstanding that fewer than two Directors are physically
present at the same place. Such a meeting shall be deemed to take place where the largest
group of those participating is assembled, or, if there is no such group, where the Chairman
of the meeting is present.
97. Questions arising at any meeting of the Board shall be determined by a majority of votes.
In case of an equality of votes the Chairman of the meeting shall have a second or casting
vote.
98.
98.1 Save as herein provided, and regardless of whether the interest is one which is authorised
under Article 99 or permitted under Article 84, a Director shall not vote in respect of any
resolution concerning a contract or arrangement or any other proposal whatsoever in
4150-9833-8330/3/RZO/PP1 36
which he (or any person connected with him) has, directly or indirectly, any material
interest (other than by virtue of his interest in shares, debentures or other securities of or
in or otherwise through the Company), or a duty which conflicts or may conflict with the
interests of the Company, unless his interest or duty arises only because one of the
following Articles applies (in which case he may vote and be counted in the quorum). A
Director shall not be counted in the quorum at a meeting in relation to any resolution on
which he is debarred from voting. The foregoing shall not prevent the Director from being
counted in the quorum at that same meeting in relation to a resolution on which he is not
debarred from voting.
98.2 If any question shall arise at any time as to the materiality of a Director's interest or as to
the entitlement of any Director to vote and such question is not resolved by his voluntarily
agreeing to abstain from voting, such question shall be referred to the Chairman of the
meeting and his ruling in relation to any other Director shall be final and conclusive except
in a case where the nature or extent of the interest of such Director has not been fairly
disclosed. If any question as aforesaid shall arise in respect of the Chairman of the meeting
such question shall be decided by a resolution of the majority of the Board (for which
purpose such Chairman shall be counted in the quorum but shall not vote thereon) and
such resolution shall be final and conclusive except in a case where the nature or extent
of the interest of such has not been fairly disclosed to the Board.
99.
99.1 For the purposes of section 175 of the 2006 Act, the Board shall have the power to
authorise any matter which would or might otherwise constitute or give rise to a breach
of the duty of a Director under that section to avoid a situation in which he has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests
of the Company (a "Conflict"). For these purposes references to a Conflict includes a
conflict of interest and duty and a conflict of duties. This Article does not apply to conflicts
arising in relation to transactions or arrangements with the Company which are governed
by Article 84.
99.2 Authorisation of a matter under this Article shall be effective only if:
99.2.1 the matter in question shall have been proposed in writing for consideration
at a meeting of the Board, in accordance with the Board's normal procedures
or in such other manner as the Directors may approve;
99.2.2 any requirement as to the quorum at the meeting of the Board at which the
matter is considered is met without counting the Director in question and any
other interested Director (together the "Interested Directors"); and
99.2.3 the matter was agreed to without the Interested Directors voting or would
have been agreed to if the votes of the Interested Directors had not been
counted;
4150-9833-8330/3/RZO/PP1 37
99.3 Any authorisation of a matter pursuant to this Article shall extend to any actual or potential
conflict of interest which may reasonably be expected to arise out of the matter so
authorised.
99.4 Any authorisation of a matter under this Article shall be subject to such conditions or
limitations as the Board may determine, whether at the time such authorisation is given
or subsequently, and may be terminated by the Board at any time. A Director shall comply
with any obligations imposed on him by the Board pursuant to any such authorisation.
99.5 A Director shall not be required to disclose any confidential information to the Company,
or use any such confidential information received by him otherwise than by virtue of his
position as a Director for the benefit of the Company, where such information relates to
any matter which has been authorised under this Article if disclosure of such information
would result in breach of a duty or obligation of confidence owed by him to a third party
in relation to or in connection with that matter.
99.6 A Director may absent himself from meetings of the Board or committees of Directors at
which anything relating to that matter will or may be discussed.
99.7 A Director may make such arrangements as such Director and the Board think fit for Board
and committee papers to be received and read by or on behalf of that Director in respect
of whom a matter has been authorised under this Article.
99.8 A Director shall not, save as otherwise agreed by him, be accountable to the Company for
any benefit which he (or a person connected with him) derives from any matter authorised
by the Board under this Article or permitted under Article 84 and any contract, transaction
or arrangement relating thereto shall not be liable to be avoided on the grounds of any
such benefit.
100. The continuing Directors may act notwithstanding any vacancies, but if and so long as the
number of Directors is reduced below the minimum number fixed by or in accordance with
these Articles the continuing Directors or Director may act for the purpose of filling such
vacancies or of summoning General Meetings, but not for any other purpose. If there be
no Directors or Director able or willing to act, then any two Members may summon a
General Meeting for the purpose of appointing Directors.
101. The Board may elect from its number, and remove, a Chairman and, if it thinks fit, a deputy
Chairman (or two or more deputy Chairmen) of its meetings and determine the period for
which each is to hold office. If no Chairman or deputy Chairman shall have been appointed
or if at any meeting of the Board no Chairman or deputy Chairman shall be present within
five minutes after the time appointed for holding the meeting, or neither of them is willing
to act as Chairman, the Directors present may choose one of their number to be Chairman
of the meeting.
102. A resolution in writing signed by all the Directors for the time being entitled to vote on the
resolution at a meeting of the Board (not being less than the number of Directors required
to form a quorum of the Board at such meeting) or by all the members of a committee of
4150-9833-8330/3/RZO/PP1 38
the Board for the time being in the United Kingdom shall be as effective as a resolution
duly passed at a meeting of the Board or committee duly convened and held. The
resolution may consist of one document or several documents or communication in
Electronic Form in like form each signed by one or more Directors and such documents
may be exact copies of the signed resolution.
103. The Board may delegate any of its powers or discretions to committees consisting of one
or more of the Directors and (if thought fit) one or more other persons co-opted as
hereinafter provided and either collaterally with or to the exclusion of its own powers and
may be revoked or altered. To the extent that any such power or discretion is so delegated
any reference in these Articles to the exercise by the Board of such power or discretion
shall be read and construed as if it were a reference to the exercise by any such committee.
Any committee so formed shall in the exercise of the powers so delegated conform to any
regulations which may from time to time be imposed by the Board. Any such regulations
may provide for or authorise the co-option to the committee of persons other than
Directors and for such co-opted members to have voting rights as members of the
committee but so that (a) the number of co-opted members shall be less than one-half of
the total number of members of the committee and (b) no resolution of the committee
shall be effective unless a majority of the members of that committee present throughout
the meeting are Directors.
104. The meetings and proceedings of any such committee consisting of two or more members
shall be governed mutatis mutandis by the provisions of these Articles regulating the
meetings and proceedings of the Board, so far as the same are capable of applying and are
not superseded by any regulations made by the Board under the last preceding Article.
105. All acts done by any meeting of the Board, or of any committee of the Board, or by any
person acting as a Director or as a member of any such committee, shall as regards all
persons dealing in good faith with the Company, notwithstanding that there was some
defect in the appointment or continuance in office of any of the persons acting as
aforesaid, or that any such persons were disqualified or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly appointed and was
qualified and had continued to be a Director or member of the committee and had been
entitled to vote.
BORROWING POWERS
106.
106.1 Subject as hereinafter provided and to the provisions of the Statutes, the Directors may
exercise all the powers of the Company to borrow money, and to mortgage, charge, pledge
or grant any security over its undertaking, property (present and future) and uncalled
capital or any part or parts thereof and to issue debentures and other securities, whether
outright or as collateral security for any debt, liability or obligation of the Company or of
any third party.
4150-9833-8330/3/RZO/PP1 39
106.2 The Directors shall restrict the borrowings of the Company and exercise all voting and
other rights or powers of control exercisable by the Company in relation to its subsidiary
companies (if any) so as to secure (so far, as regards subsidiaries, as by such exercise they
can secure) that the aggregate amount for the time being remaining outstanding of all
moneys borrowed by the Group (which expression in this Article means and includes the
Company and its subsidiaries for the time being) and for the time being owing to persons
outside the Group shall not at any time without the previous sanction of an Ordinary
Resolution of the Company exceed an amount equal to two and half times the Adjusted
Capital and Reserves.
106.3 For the purpose of the foregoing limit the following provisions shall apply:
106.3.1 there shall be deemed, subject as hereinafter provided, to have been
borrowed and to be outstanding as borrowed moneys of the relevant
member of the Group (to the extent that the same would not otherwise fall
to be taken into account):
(a) the principal amount of all debentures of any member of the Group
which are not for the time being beneficially owned within the
Group;
(b) the outstanding amount of acceptances (not being acceptances of
trade bills in respect of the purchase or sale of goods in the ordinary
course of trading) by any member of the Group or by any bank or
accepting house under any acceptance credit opened on behalf of
and in favour of any member of the Group;
(c) the nominal amount of any issued and paid up share capital (other
than equity share capital) of any subsidiary of the Company not for
the time being beneficially owned by other members of the Group;
(d) the nominal amount of any other issued and paid up share capital
and the principal amount of any other debentures or other
borrowed moneys (not being shares or debentures which are, or
borrowed moneys the indebtedness in respect of which is, for the
time being beneficially owned within the Group) the redemption
whereof is guaranteed or wholly or partly secured by any member
of the Group;
(e) any fixed or minimum premium payable on final redemption or
repayment of any debentures, share capital or other borrowed
moneys falling to be taken into account;
106.3.2 moneys borrowed by any member of the Group for the purpose of repaying
or redeeming (with or without premium) in whole or in part any other
borrowed moneys falling to be taken into account and intended to be applied
for such purpose within six months after the borrowing thereof shall not
4150-9833-8330/3/RZO/PP1 40
during such period, except to the extent so applied, themselves be taken into
account;
106.3.3 moneys borrowed by a partly-owned subsidiary and not owing to another
member of the Group shall be taken into account subject to the exclusion of
a proportion thereof equal to the minority proportion and moneys borrowed
and owing to a partly-owned subsidiary by another member of the Group
shall be taken into account to the extent of a proportion thereof equal to the
minority proportion; for the purposes aforesaid minority proportion shall
mean the proportion of the issued equity share capital of such partly-owned
subsidiary which is not attributable to the Company;
106.3.4 when the aggregate principal amount of borrowings required to be taken into
account for the purposes of this Article on any particular date is being
ascertained any of such moneys denominated or repayable in a currency
other than sterling shall be converted for the purpose of calculating the
sterling equivalent at the rate of exchange prevailing on such date in London
provided that any of such moneys shall be converted at the rate of exchange
prevailing in London six months before such date if thereby such aggregate
amount would be less (and so that for this purpose the rate of exchange shall
be taken as the middle market rate as at the close of business).
106.4 In this Article the expression Adjusted Capital and Reserves means at any material time a
sum equal to the aggregate of:
106.4.1 the amount paid up on the issued share capital of the Company (excluding
any share capital presented as debt; and
106.4.2 the amount standing to the credit of the reserves of the Company and its
subsidiaries (including any share premium account or capital redemption
reserve) after adding thereto or deducting therefrom any balance to the
credit or debit of profit and loss account;
all based on a consolidation of the then latest available audited balance
sheets of the Company and its subsidiaries but after:
(a) excluding any sums set aside for taxation (other than deferred
taxation) less any sum properly added back in respect thereof;
(b) making such adjustments as may be appropriate in respect of any
variation in the amount of such paid up share capital or any such
reserves subsequent to the relevant balance sheet date and so that
for this purpose any share capital called up or payable at any fixed
future date within the following six months shall be treated as
already paid and if any issue or proposed issue of shares by the
Company for cash has been underwritten then such shares shall be
deemed to have been issued and the amount (including any
4150-9833-8330/3/RZO/PP1 41
premium) of the subscription moneys payable in respect thereof
(not being moneys payable later than six months after the date of
allotment) shall to the extent so underwritten be deemed to have
been paid up on the date when the issue of such shares was
underwritten (or, if such underwriting was conditional on the date
when it became unconditional);
(c) making such adjustments as may be appropriate in respect of any
distributions declared, recommended or made by the Company or
its subsidiaries (otherwise than attributable directly or indirectly to
the Company) out of profits earned up to and including the date of
the latest audited balance sheet of the Company or subsidiary (as
the case may be) to the extent that such distribution is not provided
for in such balance sheet;
(d) making such adjustments as may be appropriate in respect of any
variation in the interests of the Company in its subsidiaries since the
date of the latest audited balance sheet of the Company;
(e) if the calculation is required for the purposes of or in connection
with a transaction under or in connection with which any company
is to become or cease to be a subsidiary, making all such
adjustments as would be appropriate if such transaction had been
carried into effect;
106.4.3 excluding minority interests in subsidiaries; and
106.4.4 making such other adjustments (if any) as the Auditors may consider
appropriate.
The determination of the Auditors as to the amount of the Adjusted Capital and Reserves
at any time shall be conclusive and binding on all concerned.
106.5 No person dealing with the Company or any of its subsidiaries shall by reason of the
foregoing provision be concerned to see or inquire whether the said limit is observed and
no debt incurred or security given in excess of such limit shall be invalid or ineffectual
unless the lender or the recipient of the security had at the time when the debt was
incurred or security given express notice that the said limit had been or would thereby be
exceeded.
GENERAL POWERS OF DIRECTORS
107. The business and affairs of the Company shall be managed by the Board, which may pay
all expenses incurred in forming and registering the Company, and may exercise all such
powers of the Company as are not by the Statutes or by these Articles required to be
exercised by the Company in a Meeting subject nevertheless to any regulations of these
Articles, to the provisions of the Statutes and to such regulations, whether or not
consistent with these Articles, as may be prescribed by Special Resolution of the Company,
4150-9833-8330/3/RZO/PP1 42
but no regulations so made by the Company shall invalidate any prior act of the Board
which would have been valid if such regulation had not been made. The general powers
given by this Article shall not be limited or restricted by any special authority or power
given to the Board by any other Article.
108. The Board may arrange that any branch of the business carried on by the Company or any
other business in which the Company may be interested shall be carried on by or through
one or more subsidiary companies, and they may on behalf of the Company make such
arrangements as they think advisable for taking the profits or bearing the losses of any
branch or business so carried on or for financing, assisting or subsidising any such
subsidiary company or guaranteeing its contracts, obligations or liabilities, and they may
appoint, remove and re-appoint directors or managers of any such company or any other
company in which the Company may be interested and may determine the remuneration
(whether by way of salary, commission or profits or otherwise) of any person so appointed.
109. The Board may establish any local boards, managers, inspectors and agents for the
management and transaction of any of the affairs of the Company, either in the United
Kingdom or elsewhere, and may appoint for that purpose any persons to be members of
such local boards, managers, inspectors and agents, and may fix their remuneration, and
may delegate to any local board, manager, inspector or agent any of the powers,
authorities and discretions vested in the Board, with power to sub-delegate, and may
authorise the members of any local boards, or any of them, to fill any vacancies therein,
and to act notwithstanding vacancies, and any such appointment or delegation may be
made upon such terms and subject to such conditions as the Board may think fit, and the
Board may remove any person so appointed, and may annul or vary any such delegation
but no person dealing in good faith and without notice of any such annulment or variation
shall be affected thereby.
110. The Board may from time to time and at any time by power of attorney appoint any
company, firm or person or any fluctuating body of persons, whether nominated directly
or indirectly by the Board, to be the attorney or attorneys of the Company for such
purposes and with such powers, authorities and discretions (not exceeding those vested
in or exercisable by the Board under these Articles) and for such period and subject to such
conditions as they may think fit, and any such appointment may contain such provisions
for the protection and convenience of persons dealing with any such attorney as the Board
may think fit, and may also authorise any such attorney to sub-delegate all or any of the
powers, authorities and discretions vested in him. The Board may revoke or vary any such
appointment but no person dealing in good faith and without notice of any such revocation
or variation shall be affected thereby.
111. The Board may from time to time elect a president of the Company and may determine
the period for which he shall hold office. Such president may be either honorary or paid
such remuneration as the Board in its discretion shall think fit, and need not be a Director
but shall, if not a Director, be entitled to receive notice of and attend and speak, but not
to vote, at all meetings of the Board.
4150-9833-8330/3/RZO/PP1 43
112. Subject to and to the extent permitted by the Statutes the Company or the Board on behalf
of the Company, may cause to be kept in any territory a branch register of Members
resident in such territory, and the Board may make and vary such regulations as it may
think fit respecting the keeping of any such register.
113. All cheques, promissory notes, drafts, bills of exchange, and other negotiable or
transferable instruments, and all receipts for moneys paid to the Company, shall be signed,
drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as
the Board shall from time to time by resolution determine.
SECRETARY
114. The Secretary shall be appointed by the Directors on such terms and for such period as
they may think fit. Any Secretary so appointed may at any time be removed from office by
the Board, but without prejudice to any claim for damages for breach of any contract of
service between him and the Company. If thought fit two or more persons may be
appointed as Joint Secretaries. The Board may also appoint from time to time on such
terms as they may think fit one or more Assistant Secretaries.
THE SEAL
115.
115.1 The Company may have a seal and the Board shall provide for the safe custody of the Seal
and any Securities Seal and neither shall be used without the authority of the Board or of
a committee authorised by the Board in that behalf including by Electronic Means.
115.2 Every deed, contract, document, instrument or other writing to which the Seal shall be
affixed shall be signed autographically by one Director and the Secretary or by two
Directors or by at least one person authorised to sign on its behalf in the presence of a
witness who attests the signature. For the purpose of this Article an authorised person is
any Director of the Company, the Secretary or any person authorised by the Board for the
purpose of signing documents to which the seal is affixed.
115.2A As regards any certificates for shares or debentures or other securities of the Company
(other than letters of allotment or scrip certificates) the Board may by resolution
determine, either generally or in any particular case, that any signatures may be affixed to
such certificates by some method or system of mechanical signature.
115.3 The Securities Seal shall be used only for sealing securities issued by the Company and
documents creating or evidencing securities so issued. Any such securities or documents
sealed with the Securities Seal shall not require to be signed.
AUTHENTICATION OF DOCUMENTS
116. Any Director or the Secretary or any person appointed by the Board for the purpose shall
have power to authenticate any documents affecting the constitution of the Company and
any resolutions passed by the Company or the Board or any committee, and any books,
records, documents and accounts relating to the business of the Company, and to certify
4150-9833-8330/3/RZO/PP1 44
copies thereof or extracts therefrom as true copies or extracts; and where any books,
records, documents or accounts are elsewhere than at the Office the local manager or
other officer of the Company having the custody thereof shall be deemed to be a person
appointed by the Board as aforesaid. A document purporting to be a copy of a resolution,
or an extract from the minutes of a meeting, of the Company or of the Board or any
committee of the Board which is certified as aforesaid shall be conclusive evidence in
favour of all persons dealing with the Company upon the faith thereof that such resolution
has been duly passed or, as the case may be, that any minute so extracted is a true and
accurate record of proceedings at a duly constituted meeting.
RESERVES
117.
117.1 The Board may from time to time set aside out of the profits of the Company and carry to
reserve such sums as it thinks proper which at the discretion of the Board, shall be
applicable for any purpose to which the profits of the Company may properly be applied
and pending such application may , also at such discretion, either be employed in the
business of the Company or be invested in such investments as the Board may think fit,.
The Board 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. The Board may also without placing the same to
reserve carry forward any profits which it may think prudent not to distribute. In carrying
sums to reserve and in applying the same the Board shall comply with the provisions of
the Statutes.
117.2 The Board shall establish a reserve to be called the capital reserve (the "Capital Reserve").
All surpluses arising from the realisation or revaluation of investments and all other
monies realised on or derived from the realisation, payment off of or other dealing with
any capital asset in excess of the book value thereof and all other monies which are
considered by the Board to be in the nature of accretion to capital shall be credited to the
Capital Reserve. Subject to the provisions of the Statutes, the Board may determine
whether any amount received by the Company is to be dealt with as income or capital or
partly one way and partly the other. Any loss realised on the realisation or payment off of
or other dealing with any investment or other capital assets and, subject to the Statutes,
any expenses, loss or liability (or provision therefor) which the Board consider to relate to
a capital item or which the Board otherwise considers appropriate to be debited to the
Capital Reserve shall be carried to the debit of the Capital Reserve. All sums carried and
standing to the credit of the Capital Reserve may be applied for any of the purposes to
which sums standing to any revenue reserve are applicable except and provided that
notwithstanding any other provision of these presents (but subject to Article 117.3) no
part of the Capital Reserve or any other money in the nature of accretion to capital shall
be transferred to the revenue reserves of the Company or be regarded or treated as profits
of the Company available for distribution (as defined by sections 829(1) and (2) of the
2006 Act) or be applied in paying dividends on any shares in the Company.
4150-9833-8330/3/RZO/PP1 45
117.3 If the Board shall determine that the Company should cease to meet the conditions for
being an investment company within the meaning of the Statutes (section 833 of the 2006
Act) and a notice has been given to the registrar of companies in accordance with the
Statutes (section 833(4) of the 2006 Act) then, for such period as the Company is not an
investment company and until the Board determines that the Company should carry on
business as an investment company as provided below and the Company has given notice
to that effect to the registrar of companies in the prescribed form, Article 117.2 shall have
effect as if the words "or be regarded or treated as profits of the Company available for
distribution (as defined by sections 829(1) and (2) of the 2006 Act)" were omitted
therefrom. The Board may at any time when the Company is not an investment company
within the meaning of the Statutes determine that the Company should carry on business
as an investment company and, upon the date of the notice given by the Company to the
registrar of companies in the prescribed form in accordance with the Statutes, Article
117.2 shall apply as if the said words were not omitted.
117.4 If, at any time when the Company is carrying on business as an investment company within
the meaning of the Statutes, the terms of the Statutes cease to, or otherwise do not,
require a prohibition to be contained in these Articles or elsewhere, on the distribution by
the Company of its capital profits in a way which would prevent such distribution by way
of the redemption or purchase by the Company of its own shares, then, Article 117.2 shall
have effect as if the words "or be regarded or treated as profits of the Company available
for distribution (as defined by sections 829(1) and (2) of the 2006 Act)" were replaced by
the words "or be regarded or treated as profits of the Company available for distribution
(other than by way of redemption or purchase of any of the Company's own shares in
accordance with the Statutes)".
DIVIDENDS
118. Subject to the Statutes, the Company may by Ordinary Resolution declare dividends to
Members in accordance with their respective rights and priorities but no such dividend
shall exceed the amount recommended by the Board.
119. If and so far as in the opinion of the Board the profits of the Company available for
distribution and the position of the Company justify such payments, the Board may pay
the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable
on fixed dates on the half-yearly or other dates prescribed for the payment thereof and
may also from time to time pay interim dividends on shares of any class of such amounts
and on such dates and in respect of such periods as they think fit.
120. Unless and to the extent that the rights attached to any shares or the terms of issue thereof
otherwise provide, all dividends shall (as regards any shares not fully paid throughout the
period in respect of which the dividend is paid) be apportioned and paid pro rata according
to the amounts paid or credited as paid on the shares during any portion or portions of
the period in respect of which the dividend is paid; but if any share is issued on terms
providing that it shall rank for dividend as from a particular date or be entitled to dividends
declared after a particular date, such share shall rank for or be entitled to dividends
4150-9833-8330/3/RZO/PP1 46
accordingly. For the purposes of this Article no amount paid on a share in advance of calls
shall be treated as paid on the share.
121. No dividend shall be paid otherwise than out of profits available for distribution under the
provisions of the Statutes.
122. Subject to the provisions of the Statutes, where any asset, business or property is bought
by the Company as from a past date (whether such date be before or after the
incorporation of the Company) the profits and losses thereof as from such date may at the
discretion of the Board in whole or in part be carried to revenue account and treated for
all purposes as profits or losses of the Company. Subject as aforesaid, if any shares or
securities are purchased cum dividend or interest, such dividend or interest may at the
discretion of the Board be treated as revenue, and it shall not be obligatory to capitalise
the same or any part thereof.
123. No dividend or other moneys payable on or in respect of a share shall bear interest as
against the Company unless otherwise expressly provided by the rights attached to the
share.
124.
124.1 The Board may retain any dividend or other moneys payable on or in respect of a share on
which the Company has a lien and may apply the same in or towards satisfaction of the
moneys payable to the Company in respect of that share.
124.2 The Board may retain the dividends payable upon shares in respect of which any person is
under the provisions as to the transmission of shares hereinbefore contained entitled to
become a Member, or which any person is under those provisions entitled to transfer,
until such person shall become a Member in respect of such shares or shall transfer the
same.
125. A Member may waive in whole or in part its right to a dividend or other distribution
payable in respect of a share by giving the Company notice in writing to that effect but
such waiver of any dividend on any share by any document (whether or not under seal)
shall be effective only if such document is signed by the shareholder (or the person entitled
to the share is consequence of the death or bankruptcy of the holder or otherwise by
operation of law) or, if the share has more than one holder or more than one person is
entitled to the share such document is signed by all the holders or persons otherwise
entitled to the share (or such persons entitled to the share in consequence of the death or
bankruptcy of the holder or otherwise by operation of law) and delivered to the Company
and if or to the extent that the same is accepted as such or acted upon by the Company.
125.A All dividends, interest and other sums payable which are unclaimed for one year after
having been declared may be invested or otherwise made use of by the Board for the
benefit of the Company until such time as they are claimed.
126. The payment by the Board of any unclaimed dividend, interest or other sum payable by
the Company on or in respect of a share into a separate account shall not constitute the
4150-9833-8330/3/RZO/PP1 47
Company a trustee in respect thereof and any dividend unclaimed after a period of twelve
years from the date of declaration of such dividend shall be forfeited and shall revert to
the Company.
127. The Company may upon the recommendation of the Board by Ordinary Resolution direct
payment or satisfaction of a dividend in whole or in part by the distribution of specific
assets (and in particular of paid-up shares or debentures of any other company) and the
Board shall give effect to such resolution. Where any difficulty arises in regard to such
distribution, the Board may settle the same as they think expedient and in particular may
issue fractional certificates, may fix the value for distribution of such specific assets or any
part thereof, may determine that cash payments shall be made to any Members upon the
footing of the value so fixed in order to adjust the rights of all parties to secure equality of
distribution and may vest any such specific assets in trustees, upon trust for the Members
entitled to the dividend, as may seem expedient to the Board.
128. The Company may pay any dividend, interest or other moneys payable in cash in respect
of shares may by direct debit, bank transfer, cheque, dividend, warrant, money order or
by any electronic or other means as the Board may decide. In respect of shares in
uncertificated form, where the Company is authorised to do so by or on behalf of the
holder or joint holders in such manner as the Company shall from time to time consider
sufficient, the Company may also pay any such dividend, interest or other monies by
means of the relevant system concerned (subject always to the facilities and requirements
of that relevant system). Without prejudice to the generality of the foregoing, in respect
of shares in uncertificated form, such payment may include the sending by the Company
or by any person on its behalf of an instruction to the Operator of the relevant system to
credit the cash memorandum account of the holder or joint holders or, if permitted by the
Company, of such person as the holder or joint holders may in writing direct.
128.A Every such cheque, warrant or order may be remitted by post directed to the registered
postal address of the holder or person entitled thereto or, in the case of joint holders, to
the registered postal address of the joint holder whose name stands first in the Register,
or to such person and to such postal address as the Member or person entitled to or joint
holders may in writing direct. Every such cheque, warrant or order shall be made payable
to the order of the person to whom it is sent, or to such other person as the holder or
person entitled to or joint holders may in writing direct (or as the Board may otherwise
decide).
Every such payment by:
(i) direct debit or bank transfer shall be made to the holder or to the joint holder whose
name stands first in the Register or to or through such other person as the holder
or joint holders may in writing direct (or as the Board may otherwise decide); and
(ii) electronic or other means as the Board may decide shall be made to an account, or
in accordance with the details, as the holder or joint holders may in writing direct
(or as the Board may otherwise decide).
4150-9833-8330/3/RZO/PP1 48
128.B The Company shall not be responsible for any loss of any such cheque, warrant or order
and any payment made by direct debit, bank transfer, by means of a relevant system or
such other method shall be at the sole risk of the holder or joint holders. Without prejudice
to the generality of the foregoing, if any such cheque, warrant or order has or shall be
alleged to have been lost, stolen or destroyed, the Board may, on request of the person
entitled thereto, issue a replacement cheque, warrant or order subject to compliance with
such conditions as to evidence and indemnity and the payment of out-of-pocket expenses
of the Company in connection with the request as the Board may think fit.
128.C Payment of such cheque, warrant or order, the collection of funds from or transfer of funds
by a bank in accordance with such direct debit or bank transfer or, in respect of shares in
uncertificated form, the making of payment in accordance with the facilities and
requirements of the relevant system concerned shall in each case be a good discharge to
the Company.
129. If two or more persons are registered as joint holders of any share, or are entitled jointly
to a share in consequence of the death or bankruptcy of the holder or otherwise by
operation of law, any one of them may give effectual receipts for any dividend or other
moneys payable or property distributable on or in respect of the share held by him as joint
holder.
130. Any resolution for the declaration or payment of a dividend on shares of any class, whether
a resolution of the Company in a Meeting or a resolution of the Board, may specify that
the same shall belong and be paid (subject to any lien of the Company) to those Members
registered as the holders of such shares at the close of business at the date at which such
dividend shall be declared or at the date at which such interest shall be payable
respectively, or at such other date as the Company by Ordinary Resolution or the Board
may determine, notwithstanding any subsequent transfer or transmission of shares which
may be a date prior to or after that on which the resolution is passed.
CAPITALISATION OF PROFITS AND RESERVES
131.
132. The Board may, with the sanction of an Ordinary Resolution of the Company, capitalise all
or any part of a sum standing to the credit of any of the Company's reserve accounts
(including any share premium account, capital redemption reserve or other
undistributable reserve) or any sum standing to the credit of profit and loss account by
appropriating such sum to the Members on the Register at the close of business on the
date of the Resolution (or such other date as may be specified therein or determined as
therein provided) who would have been entitled thereto if distributed by way of dividend
and in proportion to their then holdings shares and applying such sum on their behalf in
paying up in full unissued shares (or, subject to any special rights previously conferred on
any shares or class of shares for the time being issued, new shares of any other class not
being redeemable shares) for allotment and distribution credited as fully paid up to and
4150-9833-8330/3/RZO/PP1 49
amongst them as bonus shares in the proportion aforesaid. The Board may do all acts and
things considered necessary or expedient to give effect to any such capitalisation, with full
power to the Board to make such provisions as they think fit for any fractional entitlements
which would arise on the basis aforesaid (including provisions whereby fractional
entitlements are disregarded or the benefit thereof accrues to the Company rather than
to the Members concerned). The Board may authorise any person to enter on behalf of all
the Members interested into an agreement with the Company providing for any such
capitalisation and matters incidental thereto and any agreement made under such
authority shall be effective and binding on all concerned.
ACCOUNTS
133. No Member of the Company (other than a Director) or other person shall have any right
of inspecting any accounting record or book or document of the Company except as
conferred by the Statutes or ordered by a court of competent jurisdiction or authorised by
the Board.
134. A copy of every balance sheet, profit and loss account, group accounts (if any) and report
which is to be laid before a Meeting of the Company (including every document required
by law to be comprised therein or attached or annexed thereto) or (where permitted by
the Statutes and/or any applicable regulations and if the Board so resolves from time to
time) a copy of a summary financial statement instead of such balance sheet and profit
and loss account shall not less than twenty one days before the date of the Meeting be
sent to every Member of, and every holder of debentures of, the Company and to every
other person who is entitled to receive notices of Meetings from the Company under the
provisions of the Statutes or of these Articles. The Board shall in its report state the amount
which it recommends to be paid by way of final dividend. Provided that this Article shall
not require a copy of these documents or this statement to be sent to more than one of
the joint holders or to any person of whose address the Company is not aware, but any
Member or holder of debentures to whom a copy of these documents or this statement
has not been sent shall be entitled to receive a copy free of charge on application at the
Office.
AUDITORS
135. Subject to the provisions of the Statutes, all acts done by any person acting as an Auditor
shall, as regards all persons dealing in good faith with the Company, be valid,
notwithstanding that there was some defect in his appointment or that he was at the time
of his appointment not qualified for appointment or subsequently became disqualified.
136. An Auditor shall be entitled to attend any Meeting and to receive all notices of and other
communications relating to any Meeting which any Member is entitled to receive and to
be heard at any Meeting on any part of the business of the Meeting which concerns him
as Auditor.
NOTICES
4150-9833-8330/3/RZO/PP1 50
136.A Subject to the specific terms of any Article, any notice to be given to or by any person
pursuant to these Articles shall be in writing (which, for the avoidance of doubt, shall be
deemed to include a notice given in Electronic Form), save that a notice convening a
meeting of the Board or of a committee of the Board need not be in writing.
137. Save as otherwise provided in these Articles, any notice or document (including a share
certificate) may be served on or delivered to any Member by the Company either:
(a) by hand;
(b) by sending it through the post in a prepaid cover addressed to such
Member at his registered postal address, or (if he has no registered
address within the United Kingdom) to the postal address, if any,
within the United Kingdom supplied by him to the Company as his
address for the service of notices;
(c) by delivering it to such address addressed as aforesaid;
(d) by giving it in Electronic Form to a person who has agreed (generally
or specifically) for that purpose that the notice, document or
information may be sent or supplied in that form (and such Member
has not yet revoked that agreement; or
(e) subject to the provisions of the Statutes, by making it available on a
website, provided that the following requirements are satisfied:
(i) the Member has agreed , or is deemed by the Statutes to
have agreed (generally or specifically), that the notice,
document or information may be sent or supplied to him
by being made available on a website (and has not
revoked that agreement), or the Member has been asked
by the Company to agree that the Company may send or
supply notices, documents and information generally, or
the notice, document or information in question, to him
by making it available on a website and the Company has
not received a response within the period of 28 days
beginning on the date on which the Company's request
was sent and the Member is therefore taken to have so
agreed (and has not revoked that agreement);
(ii) the Member is sent a notification of the presence of the
notice, document or information on a website, the
address of that website, the place on that website where
it may be accessed, and how it may be accessed
(notification of availability);
(iii) in the case of a notice of a Meeting, the notification of
availability states that it concerns a notice of a Meeting,
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specifies the place, time and date of the Meeting, and
states whether it will be an Annual General Meeting or a
General Meeting; and
(iv) the notice, document or information continues to be
published on that website, in the case of a notice of
Meeting, throughout the period beginning with the date
of the notification of availability and ending with the
conclusion of the Meeting, and in all other cases
throughout the period specified by any applicable
provision of the Statutes, or, if no such period is specified,
throughout the period of 28 days beginning with the date
on which the notification of availability is sent to the
Member, save that if the notice, document or information
is made available for part only of that period then failure
to make it available throughout that period shall be
disregarded and will be treated as published throughout
that period where such failure is wholly attributable to
circumstances which it would not be reasonable to have
expected the Company to prevent or avoid.
138. In the case of a Member registered on a branch register any such notice or document may
be posted either in the United Kingdom or in the territory in which such branch register is
maintained.
139. Where a notice or other document is served or sent by post, service or delivery shall be
deemed to be effected, if sent by first class post or special delivery from within the United
Kingdom, at the expiration of twenty-four hours (or, where second- class mail is employed,
forty-eight hours) after the time when the cover containing the same is posted and in
proving such service or delivery it shall be sufficient to prove that such cover was properly
addressed, stamped and posted.
140. Where a notice or document is served or delivered by Electronic Means, service or delivery
shall be deemed to have been given on the same day as it was sent to an address supplied
by the Member. Proof that a notice or other document was sent by Electronic Means in
accordance with the Institute of Chartered Secretaries and Administrators' Guidance (in
issue at the time the relevant notice or document was sent) shall be conclusive evidence
that the notice or document was sent.
141. The Company may at any time and at its sole discretion choose to give, send or supply
notices, documents and information only in hard copy form to some or all Members.
142. Where a notice or document is made available on a website, service or delivery shall be
deemed to have been effected when notification of availability on the website is deemed
to have been received in accordance with Articles 138 and 139 or, if later, the date on
which it is first made available on the website.
4150-9833-8330/3/RZO/PP1 52
143. Where a document is left at a registered address in the United Kingdom, it shall be deemed
to have been received on the date it was so left.
144. The accidental omission (or the failure due to circumstances beyond the Company's
control) to send, or the non-receipt by any person entitled to, any notice of or other
document relating to any Meeting or other proceeding, whether or not the Company is
aware of such omission or non-receipt, shall not invalidate the relevant Meeting or other
proceeding.
145. Any notice given to that one of the joint holders of a share whose name stands first in the
Register of Members in respect of the share shall be sufficient notice to all the joint holders
in their capacity as such. For such purpose a joint holder having no registered address in
the United Kingdom and not having supplied an address within the United Kingdom for
the service of notices shall be disregarded. Anything to be agreed or specified in relation
to a notice may be agreed or specified by the joint holder who is named first in the register.
146. A person entitled to a share in consequence of the death, mental disorder or bankruptcy
of a Member or otherwise by operation of law upon supplying to the Company such
evidence as the Board may reasonably require to show his title to the share, and upon
supplying also an address within the United Kingdom for the service of notices, shall be
entitled (subject always to these Articles) to have served upon or delivered to him at such
address any notice or document to which the said Member but for his death, mental
disorder or bankruptcy would have been entitled, and such service or delivery shall for all
purposes be deemed a sufficient service or delivery of such notice or document on all
persons interested (whether jointly with or as claiming through or under him) in the share.
Save as aforesaid any notice or document delivered or sent by post to or left at the address
of any Member in pursuance of these Articles shall, notwithstanding that such Member be
then dead, suffering from a mental disorder or bankrupt or in liquidation, and whether or
not the Company have notice of his death, mental disorder or bankruptcy or liquidation
be deemed to have been duly served or delivered in respect of any share registered in the
name of such Member as sole or first-named joint holder.
147. A Member who (having no registered address within the United Kingdom) has not supplied
to the Company an address within the United Kingdom for the service of notices shall not
be entitled to receive notices from the Company.
148. Subject to the Statutes, where, by reason of the suspension or curtailment of postal
services within the United Kingdom or some part of the United Kingdom the Company is
unable effectively to convene a Meeting, the Company needs to give notice of a Meeting
only to Members with whom the Company can communicate by Electronic Means and
who have provided the Company with an address for this purpose. The Company may also
publish a notice advertised on the same date in at least one leading Scottish and one
leading national daily newspaper with appropriate circulation and make it available on its
website from the date of such publication until the conclusion of the Meeting or any
adjournment of the Meeting. Such notice shall be deemed to have been duly served on all
Members entitled thereto on the day when the advertisement appears. In any such case
4150-9833-8330/3/RZO/PP1 53
the Company shall send confirmatory copies of the notice by post if, at least seven days
prior to the Meeting, the posting of notices to addresses throughout the United Kingdom
again becomes practicable.
149. Nothing in any of the preceding eleven Articles shall affect any requirement of the Statutes
that any particular offer, notice or other document be served in any particular manner,
provided that in calculating the time of deemed delivery for the purposes of these Articles
no account shall be taken of Sundays or Bank Holidays.
SIGNING OF DOCUMENTS
150. Where under these Articles a notice or document requires to be signed by a Member or
other person then, if in Electronic Form, it must to be valid incorporate the electronic
signature or personal identification details (which may be details previously allocated by
the Company) of that Member or other person, in such form as the Board may approve,
or be accompanied by such other evidence as the Board may require to satisfy themselves
that the document is genuine. The Company may designate mechanisms for validating any
such document, and any such document not so validated by use of such mechanisms shall
be deemed not to have been received by the Company.
WINDING UP
151. The Board shall have power in the name and on behalf of the Company to present a
petition to the Court for the Company to be wound up.
152. If the Company shall be wound up (whether the liquidation is voluntary, under supervision,
or by the Court) the Liquidator may, with the authority of a Special Resolution and any
other sanction required by the 2006 Act or the Insolvency Act 1986 (as amended), divide
among the Members in specie or kind the whole or any part of the assets of the Company
and whether or not the assets shall consist of property of one kind or shall consist of
properties of different kinds, and may for such purpose set such value as it deems fair
upon any one or more class or classes of property and may determine how such division
shall be carried out as between the Members or different classes of Members. The
Liquidator may, with the like authority, vest the whole or any part of the assets of the
Company in trustees upon such trusts for the benefit of Members as the Liquidator with
the like authority shall think fit, and the liquidation of the Company may be closed and the
Company dissolved, but so that no contributory shall be compelled to accept any shares
or other property in respect of which there is a liability.
DURATION OF THE COMPANY
153.
153.1 The Board shall procure that, at every Relevant General Meeting, an Ordinary Resolution
is proposed to the effect that the Company shall continue in being as an investment trust
for the period expiring at the end of the next following Relevant General Meeting. If at any
such Relevant General Meeting, such an Ordinary Resolution is not passed, the Board shall
4150-9833-8330/3/RZO/PP1 54
within four months of such Relevant General Meeting convene a General Meeting of the
Company at which the following resolutions shall be proposed:
153.1.1 A Special Resolution for the reconstruction of the Company and incorporating
proposals for shareholders to elect either
(a) to continue their investment in a closed-ended company or
(b) to receive a cash alternative; and
153.1.2 if the Special Resolution referred to in (i) above shall not be passed, a Special
Resolution requiring the Company to be wound up voluntarily.
In the case of the Special Resolution relating to voluntary winding up only, any Member
may demand a poll and each holder of shares present in person or by proxy and who votes
in favour of the Special Resolution shall have such number of votes in respect of each share
held by him (including fractions of a vote) that the aggregate number of votes cast in
favour of the resolution is four times the aggregate number of shares in respect of which
votes are cast against the resolution and each holder of shares who votes against the
resolution shall have one vote for each share held by him.
153.2 For the purposes of this Article, a Relevant General Meeting means the Annual General
Meeting of the Company to be held in 2024 and in every fifth year thereafter.
CHANGE IN INVESTMENT POLICY
154. Any change in the policy of the Company of investment in the emerging markets (as
defined in the Listing Particulars dated 25 May 1989 issued by the Company) shall require
the consent by way of Special Resolution of shareholders of the Company.
EXCLUSIVE JURISDICTION
155. Every Member submits, with regard to all litigation and any disputes between such
Member and the Company, any of the directors or other officers or agents of the Company
or any subsidiaries of the Company (or any former directors or other officers or agents of
the Company or its subsidiaries) in their capacity as such or any of its Members (in their
capacity as directors or other officers or agents of the Company or its subsidiaries (or any
former directors or other officers or agents of the Company or its subsidiaries)), to the
exclusive jurisdiction of the courts of Scotland and the Company shall be entitled to
enforce this submission to the exclusive jurisdiction of the courts of Scotland for, or on
behalf of, each such person.
PROVISIONS FOR EMPLOYEES
156. The Board may, by resolution, exercise any power conferred by the Statutes to make
provision for the benefit of persons employed or formerly employed by the Company or
any of its subsidiary undertakings in connection with the cessation, or the transfer to any
person, of the whole, or part of, the undertaking of the Company or that subsidiary
undertaking.
4150-9833-8330/3/RZO/PP1 55
INDEMNITY
157. Subject to the provisions of and so far as may be permitted by the Statutes every Director,
Secretary or other officer of the Company or of any Associated Company shall be entitled
to be indemnified by the Company out of the assets of the Company against all costs,
charges, losses, expenses and liabilities sustained or incurred by him in the actual or
purported execution and/or discharge of his duties and/or the exercise or purported
exercise of his powers and/or otherwise in relation to or in connection with his duties,
powers or office, provided that this Article 157 shall only have effect insofar as its
provisions are not void under sections 232 or 234 of the 2006 Act.
CHANGE OF NAME
158. The Company may change its name by resolution of the Board.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.