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2ISHS YL?
THE GOMPARTES ACT 1985
COMPANY LIMITED \.¥ SHARES
ARTICLES OF ASSOCTSTION
or
POST OFFICE COUNTERS LTD
OTHER REGULATIONS EXCLUDED
No regulations for management of a company sect out in any schedule
to any statute or statutory instrument concerning companies shall
apply to the Company, but the following shall be the Articles of
Association of the Company.
INTERPRETATION
In these Articles the following expressions have the following
meaninga:
Expression Meaning
"A" Directors and the reapective meanings ascribed by
"BR" Directors Article 9.03
Act the Companies Act 1985,
Ayticles these Articles of Apsoctation ex
altered from time to time.
14
Audtrors
Board
slear days
Company
dividend
executed
holder
Tnstrument
month
Office
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the auditors for the time being of
the Company,
the Board of Directors for the tine
being of the Company or the
Directors present at a duly convened
meeting of Directors at which a
quorum as specified in these
Articles is present.
(in relation to the perLod of a
notice) that pertod excluding the
day when the notiee fe given ur
deemed co be given and the day for
which it 48 given or on which it da
to take effect.
Post Office Counters Ltd
includes a distribution and a
bonus, 4f not inconsistent with the
subject or context.
includes any mode of execution.
(4n relation to shares) the member
whose name is entered din the
register of members as the holder of
the shares.
an instrument signed and delivered
as provided in article 2.02.
calendar month,
the registered office for the time
being of the Company.
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paid up paid up or eredited as paid up in
respect of the nominal amount of a
share.
Register the register of membera of the
Company.
Seas the common seal of the Company.
Secretary the secretary of the Company or any
other person appointed to perform
any of the duties of the secretary
of the Company including a joint,
temporasy, asaistant or deputy
secretary,
Statutas the Companies Act 1985 and any
statutory modification or
xe~enactment thereof for the time
being in force and every other Act
for the time being in force
concerfing companies and affecting
the Company.
United Kingdom Great Britain and Northern Ireland.
writing dneludes printing, typewriting,
lithography, photography and any
other mode or modes of presenting or
reproducing words in a visible fora.
year year from lst January to 3lst
December inclusive,
Where, for the purposes of these Articlea, any direction,
appointment, approval or removal may be made, or any terms may be
specified, by the Post Office, that direction, approval or removal
shall be made, and those terms shall be specified, given or
affected by an instrument signed by the Chairman or the Secretery
for the time being of the Post Office and shall be effective when
2.03
2.04
2.05
2.06
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received personally by the Secretary of the Company or when
delivered to the Office (whichever shall first occur},
Words importing:
(a) the singular number only include the plural number and vice
versa;
(b) the masculine gender only include the feminine gender;
(ce) peraons include partnerships, firms, truste and corporations.
References tos
(a) any section or provision of any Statute, {f not dinconatetent
with the subject or context, include any corresponding or
substituted section or provision of any amending,
consolidating or replacement Statute;
(b) an Article by number are to the particular Article of these
Articles.
Subject ag aforesaid; any word or expression defined in the
Statutes (excluding any statutory modification thereof not in
force when these Articics become binding on the Company) shall, if
not inconsistent with the subject or context, bear the samc
meaning in these Articles.
Tha headings are inserted for conventence only and shall not
affect the construction of these Articles.
Subject to the provisions ef these Articles any branch or kind of
business which the Company is either expressly or by implication
authorised to undertake may be undertaken by the Board at such
time or times ag it shall think fit, and further may be suffered
by it to be in abeyance, whether such branch or kind of business
may have been actually commenced or not, so long as the Board may
deem it expedient not to commence or proceed with the same,
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4 REGISTERED OFFICE
The Office shall be at such place in England or Wales as the Board
shall from time to time appoint,
5. SHARE CAPITAL
5.01 The share capital of the Compeny is £50,000 divided into 50,000
Shares of £1 each,
Subject to the provisions of the Statutes relating to authority
and to any directions which may be given either pursuant to
Article 13.02 or by the Company in General Meeting, shares in che
original capital cf the Company and any shares hereafter croated
shall be under the control of the Hoard, which may alloc, grant
options over or otherwise dispose of the same to such persona on
such terms and at such times as the Board may think proper,
provided that no shares shall be issued at a diseount.
5.03 Without prejudice to any special rights attached to any existing
shares, and subject to. the provisions of the Statutes and of these
Articles, any shares maybe issued with euch rights or
restrictions as the Company may from time to time by Ordinary
Resolution determine.
5.04 Except as otherwise expressly provided by these Articles or as
required by law or as ordered by a Court of competent
jurisdiction, no person shall be recognised by the Company as
holding any share on any trust, and (except as aforesaid) the
Company shall not be bound by or recognise feven when having
notice thereof) any interest in any share except an absolute right
tu the entirety thereof in the holder.
3.05 Upon becoming the holder of any shares every member shall be
entitled, without payment, to receive within two months after
allotment or lodgment of a transfer (unless the conditions of
4ssue provide for a longer interval) one certificate under the
Seal for all the shares of each class registered in his name,
specifying the number, class, and distinguishing numbers (if any)
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18
of the shares in respect of which it is issued and the amount or
respective amounts paid up thereon,
5.06 Every certificate for shares or debentures or representing any
other form of security of the Company shall, in accordance with
Article 21, be issued under the Seal.
5.07 The Board may, in its absolute discretion, and without ossigning
any reason, refuse to register a transfer of any share.
5.08 Tn case of the death of a memher his share shall forthwith be
registered in the name of, or in the name of a nominee of, the
Post Office,
5.09 The Company in General Meeting may from time to time:
(a) by Ordinary Resolution:
(4) consolidate and divide all or any of its share
capital into shares of larger nominal amount than
its existing shares;
(4) cancel any shares which at the date of the passing
of the resolution have not been taken or agreed to
be taken by any person, and diminish the amount of
dts share capital by the amount of the sharea so
cancelled;
(itd) subject to the provisions of the Statutes,
sub-divide its shares or any of them into shares of
gmaller amount and the resolution may determine
that, as between the shares resulting from auch
gub-division, any of the shares may have any sush
preferred or other apecial rights over, or may have
such deferred rights or be subject to any such
restrictions as compared with, the others as the
Company has power to attach to unissued or new
shares;
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i)
(b) subject to the provisions of the Statutes, by Special
Resolution reduce its share eapital or any capital redemprion
veserve or share premium account in apy manner.
The Company in General Meeting may from time to time by Ordinary
Resolution increase its share capital by the creation of new
shares, such new capital to be of such amounc and to be divided
into shares of such reapective amounts and to erry such special
rights (if any) or to be subject to such restrictions (if any) as
are referred to in Article 5.03 as the General Meeting resolving
on such increase may prescribe,
6. GENERAL MEETING
6.01 The Company shall in each year hold a General Meeting as its
Annual General Meeting in addition to any other meetings in that
year. Not more than 15 months shall elapse between the date of
one Annual General Meeting of the Company and that of the next,
The Annual General Meeting shall be held at auch time and place as
the Board shall determine. All General Meetings, other than
Annual General Meetings, shall be called Extraordinary General
Meetings.
6.02 The Board may cal}, an Extraordinary General Meeting whenever it
thinks fit, and Extraordinary General Meetings shall also be
convened on such requisition, or in default may be convened by
such requisitionists, as provided by section 368 of the Act. The
Board shall on requisition proceed to convene an Extraordinary
General Meeting for a date not later than eight weeks after
receipt of the requisition. If there are not within the United
Kingdom sufficient members of the Board to convene a General
Meeting any Director, or any member of the Company, may call a
General Meeting.
6.03 In the case of an Annual General Meeting or of a mecting convened
for the purpose of passing a Special Resolution, 21 clear days!
notice at the least, and in any other case 14 clear days’ notice
at the least, specifying the place, the day and the hour of
meeting and, in the case of special business, the general nature
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of such business shall I
“@ given {n manner hereinafter mentioned ro
the Auditors,
the Directors, all persons entitled to a share in
consequence of the death or bankruptcy of a member, and to such
Persons as are under the provisions of these Articles entitled to
receive notice of General Meetings from the Company, but with the
consent of all pecsons for the tine being entitled as aforesaid,
or of such proportion thereof as is prescribed by section 369(3)
of the Act, a meeting may be convened on a shorter notice, and in
such manner as such persons may approve. The accidental omission
to give such notice to, or the non-receipt of such notice by, any
such person shall not invalidate any resolution passed or
proceeding had at any such meeting. Every notice convening an
Annual, General Meeting of the Company shall describe the meeting
ag an Annual General Meeting.
7. PROCEEDINGS AT GENERAL MEETINGS
7,01 All business that is transacted at an Extraordinary General
Meeting shall be deemed special and ail business that is
transacted at an Annual General Meeting shall also be deemed
special, with the exception of:
(a) declaring a dividend;
(b) the consideration of the accounts and balance sheet and the
reports of the Directors and the Auditors and any other
documents required to be annexed to the balance sheet;
(c) the election of Directors;
(d) the fixing of any fees payable to the Directors;
(e) the re-appointment of the Auditors retiring (unless they were
Last appointed otherwise than by the Company in General
Meeting) and the fixing of the remuneration of the Auditors
or the determining of the manner dn which such remuneration
is to be fixed; and
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7.03
7.04
7.05
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(1) the taking of authority by the Board to allot retevanr
securities pursuant to section 80 of the Act.
No business shall be transacted at an
.vorum Le present
y General Meeting unless a
when the meeting proceeds ta business. For ail
purposes the quorum shall be not less than 2 members entitled to
vote upon the business to be transacted, each being a member or a
proxy for a member or
corporation,
a duly authorised representative of ao
The Chairman (if any) of the Board shall preside at every General
Meeting of the Company. If there be no such Chairman or if at apy
meeting he shall. not be Present within 15 minutes after the time
appointed for holding the same the Directors present shall choose
one of their number to act, or if there be only one Director
present he shall be Chairman,
A Director shall, notwithstanding that he is not a member, be
entitled to attend and speak at any General Meeting.
The Chairman may, with the consent of a meeting at which a quorum
is present, and shall, 1£ so directed by the meeting, adjourn any
mecting from time to time (or sine die) and from place to place as
the meeting shall determina. Where a meeting is adjourned sine
die the time and place for the adjourned meeting shall be fixed by
the Board. Whenever a meeting is adjourned for 14 days or more or
sine die, 7 clear days' notice at the least, specifying the place,
the day, and the hour of the adjourned meeting and the general
nature of the business to be transacted shall be given in the same
manner as in the case of an original macting. Save as aforesaid,
no member shall be entitled to any notice of an adjournment or of
the business to be transacted at any adjourned meeting. No
business shall be transacted at any adjourned meeting other than
the business which might properly have been transacted at che
meeting from which the adjournment took place.
do
8.02
8.03
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VOTES OF MEMBERS
Subject and without Prejudice tq any
voting for the time being attached to
time being forming part of the capic.
General Meeting on a show of hands
rights or restrictions ag to
any class of shares for the
al of the Company, at any
every member who (being an
individual) is Present in person or (being a corporation) is
present’ by proxy or by o representative duly authorised under
section 375 of the Act, not being himself a member entitled to
vote, shall have one vote, and on a poll every member prasent in
person, by representative or by proxy shall have one vote for
every share of any class of which he ig the holder.
On a poll votes may be Riven either Personally or by proxy,
Any person (whether a member of the Company or not) may be
appointed to act as a proxy.
Any corporation which is a member of the Company may, by
resolution of its directors or other governing body, authorise
such person as it thinks fit to act as ite representative at any
meeting of the Company, or at any meeting of any class of mombera
of the Company, and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he
represents as that corporation could exercise 1f it were an
Andividual member of the Company.
A resolution in writing executed by or on behalf of each member
who would have been entitled to vote upon it if it had heen
proposed at a general meeting at which he was present shall be as
effectual as if it had been passed at a general meeting duly
convened and held and may consist of several instruments in the
like form each executed by or on behalf of one or move members. A
resolution in writing in accordance with this Article 8.05 shall
be deemed to have been duly executed on behalf of a corporation if
signed by one of its directors or its secretary. In the case of a
share held by joint holdera the signature of any one of them shall
be sufficient for the purposes of this Article.
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ance Acc eC EESSMRAT RN PRINCES, SCA
9.01
9.02
$.03
10.01
10,02
10,03
DIRECTORS
Unless otherwise determined by Ordinary Resolution the number of
Directors shall not be less than 2 nor more than 20,
A Director shall not be required to hold any qualification shares.
Each Director shall be either an "a"
Director or a "B" Director.
A Director shall be an "A"
Director 4£ the Post Office shall RO
specify in the instrument of appointment or shall otherwise sa
divect and all other Directors shall be "B" Directors,
DIRECTORS ' REMUNERATION
ER UNERATION
The Directors shall be entitled to receive by way of fees for
their services in each year such sum (4£ any) as the Company in
General Meeting shall from time to time determine, such sum
(unless otherwise directed by the resolution by which it is voted)
to be divided among the Directors in such proportions and in such
mannexy as the Board may agree and failing agreement equally,
except that in such event any Director holding offica for less
than the whole of the relevant period in respect of which the fees
are paid shall only rank in such division in Proportion to the
time during such period for which he has held office.
The Directors shall also be entitled to be repaid all travelling
and hotel expenses incurred by them respectively in or about the
performance of their duties as Directors, including their expenses
of travelling to and from Board Meetings, Committee Meetings or
General Meetings or separate meetings of the holders of any class
of shares or of debentures of the Company or otherwise incurred
while engaged on the business of tks Company.
If, by arrangement with the Board, any Director shall perform or
render any special duties or services outside his ordinary duties
as a Director, the Board may pay him special remuneration, in
addition to any fees or ordinary remuneration, and such special
remuneration may be by a lump sum or by way of salary, commission,
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an
Participation in profits or otherwioe au may be arranged, and
shall be charged on part of the Compsay's ordinary working
expenses,
ll, AVPOINTMENT AND REMOVAL OF DIRECTORS
YL.OL
Subject to Article 9.01, but without prejudice to the powers of
the Company under section 303 of the Act to remove a Director by
Ordinary Resolution, the Post Office shall have the power From
time to time by Instrument to appoint any person or persons as a
Director or Directors and to remove from offica any Director
howsoever appointed.
11,02 The office of a Director shall be vacated if:
(a) a receiving order is made against him or he makes any
arrangement or composition with his ereditors generally; or
(b) he ceases to be a Director by virtue of any provisions of tho
Statutes or thereunder or he becomes prohibited by law from
boing a Director; or
(c) by notice in writing to the Company he resigns his office; or
(d) he do removed from office under Article 11.01.
12, DIRECTOR CONLRAGTING WITH THE COMPANY
12.01 A Director who ta in any way directly or indirectly interested in
a contract or other ayrarzement made or proposed to be made by the
Company, or in a contract made or proposed to be made by a
subsidiary of the Company which is brought up for consideration by
the Company shall disclose the nature of his interest at a mecting
of the Board; and the disclosure shall be recorded in the minutes
of the meeting, and the Director shal) not take any part in any
deliberation or decision of the Board with respect to that
contract or arrangement.
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Yor the purposes of Article 12,01, a general notice given at a
meeting of the Board by a Director to the effect that he is a
member of a specified company or firm and le to be regarded ag
interested in any contract or arrangement which may, after the
date of the notice, be made with the company or firm, shall be
regarded as a sufficient dinctosure of hig interest in relation to
any contract or arrangement go made or proposed to be so made.
A Director need not attend in person at a meeting of che Board in
order to make a disclosure which he is required to make under this
Article 12 4£ he takes reasonable steps to secure that the
disclosure ie6 made by a notice which {s brought up and read at the
meeting.
12.04 A Director shall (in the absence of some other material interest
than is indicated belew) be entitied to vote (and be counted in
tha quorum) in respect of any resolution concerning any of the
following mattera, nanelys
(a) any proposal concerning the adoption, modification or
operation of a superannuation fund or scheme or retirement,
death or disability benefits schemes under which he may
benefit and which has been approved by or is subject to and
conditional on approval by the Board of Inland Revenue for
taxation purposes;
(b) any contract or arrangement with the Post Office or any
subsidiary of the Post Office (other than the Company or a
subsidisry of the Company).
12.05 Uf any question ahall arise at any meeting as to the materiality
of a Director's interest or as to the entitlement of any Director
to vote and such question ts not resolved by his voluntarily
agreeing to abstain from voting, such question shall be referred
to the Chafxman of the meeting and his ruling shall be final and
conclusive, except in a case where the nature or extent of the
interest of the Director concerned has not been fairly disclosed.
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12,96 Subject ta the provistons of the Statutes the Company may, by
Ordinary Resolution, suspend or relax the provisions of this
Article 12 to any extent, either generally or in respect of any
Particular matter, or ratify any transaction noc duly authorised
by reason of a coutravention of this Article.
12,07 A Director may be or become a director or other officer of, ar
otherwise interested in, any company promoted by the Company er in
which the Company may be intereated as sharcholder or otherwise,
and such Director shal] be accountable to the Company for any
remuneration or other benefits received by him as a director or
officer of, or from hia interest in, such other company unless the
Company otherwine directs,
12.08 For the purpose of this Article 12 an interest of a person who io,
for the purpose of the Statutes (excluding any statutory
modification thereof not 4n force when this Article bocomes
binding on the Company), connected within the meaning of section
346 of the Act with a Director shall be treated as an interest of
the Director.
13, POWERS AND DUTIES OF DIRECTORS
13.01 Subject as provided in these Articles, the business of the Company
shall be managed by the Board, which may exeretee all such powers
of the Company and do, on behalf of the Company, all auch acts as
may be exercised and done by the Company and a9 are not by the
Statutes or by these Articles required to be exercised or done by
the Company in General, Meeting, subject nevertheless to the
provisions of che Statutes, the Memorandum of Association of the
Company and of these Articles and to any directions given by
Special Resolution or pursuant to Article 13.02, but no alteration
of the Memorandum of Association of the Company or of these
Articles ner any such direction shall invalidate any prior act of
the Board which would have been valid if such alteration had not
been made or if such direction had not been given. The general
powers piven by this Article 13 shall not be Limited or restricted
by any special authority or power given to the Board by any other
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an
Article and a meeting of the Board at which a quorum is present
may exercise all powers exercisable by the Board.
13.02 The Post Office may at any t‘.e and from time to time direct by
Instrument the Company to do or (as the case may be) to refrain or
desist from doing any specified thinga and tne Board shall
forthwith use every endeavour and procure the Company to use every
endeavour to give effect thereto.
13.03 ‘The Company, in such manner and at such times as the Post Office
may specify by Instrument, shall furnish the Post Office with auch
information:
(a) as the Post Off%ce may so specify, and
(b) aa the Company has or can reasonably be expected to obtain
with respect to such matters relating to the Company and its
subsidiaries (within the meaning of aection 736 of the Act) for
the time being or the activities (past, prosent or future), plans
or properties of any such company as the Post Office may so
specify.
14 DIRECTORS! BORROWING POWERS
14.01 The Board may exercioe all the powers of the Company to borrow
money and to mortgage or charge its «undertaking, property and
uncalled capital or any part thereof and to issue debensures and
other securities, whether outright or as collateral security for
any debt, Idability or obligation of the Company or of any third
party.
15. MANAGING DIRECTOR AND OTHER _APPOINTNENTS
15.01 Subject to the provisions of the Statutes and subject to any
direction which may be given by Instrument pursuant to Article
13.02, the Board may appoint any one or more of their number to
the office of Managing Director and/or such other executive office
oh
16.
16.91
16,02
17.01
17,02
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‘nthe management of the business nf the Company or place of
profit under the Company, except thar of the Auditors, aa 1t may
decide and may enter into an Agreement or arrangement with any
dtreccor for his ewployment by the Company or for the provision by
hin of any services ontaide the seope of the ordinary duties of a
director. Any such appotntmenr, agreement or arrangement may be
ade for such period (subject to che pravisions of section 319 of
the Act) and on such term ag to remuneration and otherwise as the
Hoard thinks fit, and the Board may revoke such appointment,
egreement or arrangement but without prejudice to any claim to
damages for breach of the contract of service between the Director
and the Company, The Buard may vest in such Managing Director or
such other executive officer such of the powurs hereby vasted in
the Board of it may think Fit, and such powers niay be made
exerelsable for such period or periods, and on such conditions and
subject to such reatrictions, and generally on such terms as to
remuneration and otherwise, as it may determine. The remuneration
of a Managing Director or such other officer may ho made payable
by way of salary ar commisaion or participation in profits, ar by
any or all of those modea, or otherwise’ as may be thought
expedient and dt may be made a term of hi. appointment that he
shall receive a pension, gratuity or other benefit on his
retivement. everchelesa all of the foregoing powers shall be
gubject to the terms of any Instrument.
RELTREMENT OP DIRECTORS
No Directot shall be required to retire by rotation.
The Board shall ot have the pewer to appoint or remove Directors.
PROCERDINGS OF DIRECTORS
A Director may and, on request of a Director, the Secretary shall
at any time call a meeting of the Board.
Tt shall not be necessary to give notice of a Board Meeting to any
Director who 1s absent from the United Kingdon.
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iWin!
The Board mav regulate its proceedings au ie thinks fit.
Until otherwtae determined by the members in general meeting, fvo
Direrters Cone of whom ehall be an "A" Director and present
throughout the meeting and one of whom shall be a "RB" Director
present at the commencement of the meeting though not necessarily
present through the meeting) shal] b a quorum,
17.05 Questions arfaing at any meeting shall be decided by a majority of
voxes. Nevercheless if the Chairman or (if che Chairman shall not
be present at the meeting) tha most senior (by date of appointmans
as ar "A" Director) of che "A" Directors so present shall stare
that he or she is voting against a particular resolution dn hia or
her capacity as an "A" Director that resolution shall be deemed
not to bave; jeen passed.
17.06 In case of an equality of votes the Ghadrmaa shall have a second
or casting vote.
17,07 A yesolution in writing signed by all the Directors shall be as
effective for all purpores as a resolution pansed ay o meeting of
the Board duly convened, held and constituced and may consist of
several documents in like form each signed by one or more of tha
18 CHaTRMAN
18.01 Subject to any direction which may be given pursuant to Article
13.02 the Board muy from rime to time appoint an "A" Director to
be Chairman of *he Board.
1B.0. the Chairman ohall preside at meetings of the Board, but if no
auch Chairman be appodnted, or 1£ at any meeting the Cuuirman is
not present within 15 minutes after the time appointed for the
meeting, the Directors prosent may choose oue of their number (who
sha}i ba an "A" Director) ro be Chalrman of such meeting.
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uw
4,
RGATION OF PoNERS
19,01 Except as provided tn Arvicle 19,02 tho Board may delegate such of
the powers, authorities er discretiona veeted in it as che Board
thinks fie,
19,02
The following powers of the Board may not be delogated except to a
committee of the Board appointed under Article 19.03, namely
dusuing shares; determining Directors! remuneration; settling
eredit policies; borrowing; reeemmending and declaring dividends.
19.93 The Board may establish any committees for managing any of the
affairs of the Gompany, may appoint any persons to be members of
such committees and may fix thedr remuneration and any such
appointment may be on auch terms and subject to such conditions as
the Board may think fit. The Board may remove any person so
appointed and may annul or vary any such appointment, but no
person dealing in pood faith and without notice of such annulment
or variation shall be affected thereby.
19.04 Any committee so formed shall in the exercise of the power
deicguted to it conform to any regulations thar may be imposed on
it hy the Board,
19.05 Any committee shall have power unless the Board directs otherwise
to co-opt as a member or members of the committee for any specific
purpose any person ot persona although not being members of the
Board or of the Company.
19,06 A committee may meet and adjourn as its members think fit.
Questions ariaing at any meeting shall be determined by a majority
of votes. In the case of an equality of vates the chairman shall
have a second or casting vote
19.07 The meetings and proceedings of a committee shall be governed by
the provisions herein contained for regulating, the meetings and
proceedings of the Board, so far as the same are relevant thereto
and are not superseded by any regulations imposed by the Board
under or by the provisions of Article 19,04,
‘u
19,08
20
20.01
20.02
a1.
21,01
22.
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A resolution in writing signed by all the members of a committee,
shall be as effective for all purposes as a resolution passed at a
meeting of that committee duly convened, held and constituted and
may consist of several documents in like form each signed by ono
or more of those members,
MINUTES
The Board shall cause mluutes to be made:
(a) of al] appointments of officers made by the Board;
(b) of all proceedings at meetings of the Company of the holders
of any class of shares in the Company, of the Board and of
committees of the Board, including the names of the Directors
present at each such meeting.
Any such minutes shall be conclusive evidence of any such
proceedings Lf they purport to be signed by the Chairman of ‘the
meeting at which the proceedings were had or by the Chaixman of
the next succeeding moating.
THE SEAL
The Seal shall. only be used by the authority of the Baird or of a
committee of the Board authorised by the Board. The Board shail
determine who may sign any inatrument to which the Seal is affixed
and unless otherwise so determined it shall be signed by the
Sceretary or by some other person appointed by the Board for the
purpose,
Subject to the provisions of the Statutes the Secretary shall be
appointed by the Board for such term, at such remuneration and or
such conditdons ag it may think fit, and any Secretary «>
appointed may be removed by the Board.
22,02,
23.
23,01
23,02
ah,
24,01
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Anything by the Statutes or these Articles required or authorized
to be done by or to the Secretary, 1f the office is vacant or
there is for any reason no Secretary capable of acting, may be
done by or to any assistant or deputy Secretary, or {i there is no
assistant or deputy Secretary capable of acting, by or to any
officer of the Company authorised generally or specially in that
behalf by the Board.
A provision of the Statutes or of these Articles requiring or
authorising a thing to be done by or to a Director and the
Secretary shall not be satisfied by its being done by or to the
same person acting both as Director and as, or in place of, the
Secretary.
DIVIDENDS
Subject to the provisions of the Statutes the Company may by
Ordinary Resolution declare dividends in accordanee with the
respective rights of the members.
Subject to the provisions of the Statutes the Board may pay
interim dividends iJ£ ic appears to the Board that they are
justified by the profits of the Company available for
distribution.
RESERVES
Tha Board may, before recommending any dividend (whether
preferential or otherwise), set aside out of the profits of the
Company such sums ag it thinks fit as a resecve or res rves which
shall, at the dilecretion of the Board, he applicable or meeting
claims on ox liabilities of the Company or contingencies or for
paying off any loan capital or for equalising dividends or for any
other purpose to which tha profits of the Company may be properly
applied, and pending such application may, at the like discretion,
either be employed in the business of the Company or be invested
in sue investments (other than shares of the Company) as the
foard may think fit, and so thet it shall not be necessary to keep
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any investments constituting the reserve or reserves separate or
distinet from any other investments of the Company. The Board may
also without placing the same to reserve carry forward ony profits
which it may chink prudenc not to distribute,
25 CAPITALISATION OF RESERVES
25.01 The Board may with the authority of an Ordinary Resolution:
(a) subject as hereinafter provided, resolve to capitalise any
undivided profits of the Company or any sum standing to the
credit of tha Company's share premium account or capita}
redemption reserve;
(b) appropriate the sum resolved to be capitalised to the membera
who would have been entitled to it if it were distributed by
way of dividend and in the same proportions and apply such
sum on their behalf in paying up in full unissued shares or
debentures of the Company of a nominal amount equal to that
sum, and allot the shares or debentures credited as fully
paid to those members, or as they may direct, in those
proportions, or partly in one way and partly in the other,
provided that the share premium account, the capital
redemption reserve and any profits which are not available
for axetribution may, for the purposes of this Article, only
be applied in paying up unissued shares to be allotted to
members credited as fully paid.
26 ACCOUNTS AND AUDIT
26,01 The Board ahall cause accounting revords to be kept in accordance
with the Statutes.
26.02 The Board shall from time to time, in accordance with the
Statutes, cause to be prepared and to be laid before the Company
in General Meeting such profit and loss accounts, balance sheets,
group accounts (if any) and reports as are referred to in the
Statutes. The Board shall in its report state the amount we 3 it
recommends to be paid by way of dividend.
3h
26.03
27,01
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‘The accounts of the Gompany shall he examined and audited hy the
Auditors in accordance with the Sratutes.
INDEMNITY
Subject to the provisions of and so far as may be consistent with
the Statutes, but without prejudice to any indemnity to which a
Director may be otherwise entitled, every Director, Auditor,
Secretary or other officer of the Company shall be entitled to be
indemnified by the Company against all costs charges losses
expenses and liabilities dneurred by him dn the execution and/or
diachorge of his duties and/or the exercise of his powers and/or
otherwise in relation to or in connection with his dutics powers
or office including (without prejudice to the generality of the
foregoing) any liability incurred by him in defending ony
proceedings, civil ox criminal, which relate to!anything done or
omitted or alleged to have been done or omitted by him ag an
officer or employee of the Company and in which judgment is given
in his favour (or the proceedings are otherwise disposed of
without any Finding or admieston of any material breach of duty on
hia part) or in which he is acquitted or in connection with any
application under any statute for relief from liability in respect
of any Such act or omission in which relief is granted to him by
the Court.
NAMES, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS
The Post Office
33 Grosvenor Place, LONDON SWIX 1PX
Sir Ronald Dearing
Chairman of the Post Office
DATED this 24 daly 1987
WITNESS to the above signatures:
GRO
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Be
3s Nance
CERTIFICATE OF INCORPORATION
OF A PRIVATE LIMITED COMPANY
No. 2154540
I hereby certify that
POST OFFICE COUNTERS LTD
is this day incorporated under the Companies Act 1985 as
a private company and that the Company is limited.
Given under my hand at the Companies Registration Office,
Cardiff the 13 AUGUST +987 poe
GRO
"RSE CHADWICK
a
an authorised officer
Heon7R