BEIS0000580
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No of Company: 4074919
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
RESOLUTION
- of -
THE POST OFFICE GROUP PLC
(passed on qn January 2001)
At an Extraordinary General Meeting of the Company held at Exchange House, Primrose
Street, London EC2A 2HS on 4" January 2001 the following resolutions were duly passed by
the Company:-
Q) THA’
(2) THA
"4.
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SPECIAL RESOLUTIONS
I the narhOBe RE CIHRIDEEMaecd 0,
— THS RESOL
‘andumi of Association be replaced with the following:
Objects
The objects for which the Company is established are:-
(A) _ To provide:
@) postal services and services for or connected with the
distribution or communication of all descriptions of goods,
information and other things;
Gi) banking, money transmission and other financial services;
(iii) all kinds of services to businesses and other service providers in
connection with the management of customers and clients;
{iv) all services for or connected with the communication of
information, messages and data, and the carrying out of
transactions, over all kinds of physical, electronic and other
media; and
(v) services to or for Her Majesty’s Government, the government
of any other territory, and any national, supranational or local
authority or other governmental, state or public sector body and
services to or for citizens in connection with their relationships
with any of the aforesaid bodies.
(B) To carry on business as a general commercial company and to carry on
any trade or business whatsoever.
15
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(G)
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es
To acquire any estate or interest in and to take options over, construct,
develop or exploit any property, real or personal, and rights of any kind
and the whole or any part of the undertaking, assets and liabilities of
any person and to act as a holding company.
To provide services of al] descriptions.
To lend money and grant or provide credit and financial
accommodation to any person and to deposit money with any person.
To invest money of the Company in any investments and to hold, sell
or otherwise deal with investments or currencies or other financial
assets.
To enter into any arrangements with any government or authority or
person and to obtain from any government or authority or person any
legislation, orders, rights, privileges, franchises and concessions.
To borrow and raise money and accept money on deposit and to secure
or discharge any debt or obligation in any manner and in particular
(without prejudice to the generality) by mortgages of or charges upon
all or any part of the undertaking, property and assets (present and
future) and uncalled capital of the Company or by the creation and
issue of securities.
To enter into any guarantee, contract of indemnity or suretyship and in
particular (without prejudice to the generality) to guarantee, support or
secure, with or without consideration, whether by personal obligation
or by mortgaging or charging all or any part of the undertaking,
property and assets (present and future) and uncalled capital of the
Company or by both such methods or in any other manner, the
performance of any obligations or commitments of, and the repayment
or payment of the principal amounts of and any premiums interest
dividends and other moneys payable on or in respect of any securities
or liabilities of, any person, including (without prejudice to the
generality) any company which is for the time being a subsidiary or a
holding company of the Company or another subsidiary of a holding
company of the Company or otherwise associated with the Company.
To amalgamate or enter into partnership or any profit-sharing
arrangement with, or to co-operate or participate in any way with, or to
take over or assume any obligation of, or to assist or subsidise any
person.
To sell, exchange, mortgage, charge, let, grant licences, easements,
options and other rights over, and in any other manner deal with, or
dispose of, all or any part of the undertaking, property and assets
(present and future) of the Company for any or for no consideration
and in particular (without prejudice to the generality) for any securities
or for a share of profit or a royalty or other periodical or deferred
payment.
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(L) To issue and allot securities of the Company for cash or in payment or
part payment for any real or personal property purchased or otherwise
acquired by the Company or any services rendered to the Company or
as security for any obligation or amount (even if less than the nominal
amount of such securities) or for any other purpose, and to give any
remuneration or other compensation or reward for services rendered or
to be rendered in placing or procuring subscriptions of, or otherwise
assisting in the issue of, any securities of the Company or in or about
the formation of the Company or the conduct or course of its business.
(M) _ To establish or promote, or concur or participate in establishing or
promoting, any company, fund or trust and to subscribe for, underwrite,
purchase or otherwise acquire securities of any company, fund or trust
and to act as director of and as secretary, manager, registrar or transfer
agent for any other company and to act as trustee of any kind.
(N) _ To pay all the costs, charges and expenses preliminary or incidental to
the promotion, formation, establishment and incorporation of the i
Company. \
(O) To grant or procure the grant of donations, gratuities, pensions,
annuities, allowances or other benefits, including benefits on death, to,
or purchase and maintain any type of insurance for or for the benefit of,
any directors, officers or employees or former directors, officers or
employees of the Company or any company which at any time is or
was a subsidiary or a holding company of the Company or another
subsidiary of a holding company of the Company or otherwise
associated with the Company or of any predecessor in business of any
of them, and to the relations, connections or dependants of any such
persons, and to other persons whose service or services have directly or
indirectly been of benefit to the Company or whom the board of
directors of the Company considers have any moral claim on the
Company or to their relations, connections or dependants, and to
establish or support any funds, trusts, insurances or schemes or any
associations, institutions, clubs or schools, or to do any other thing
likely to benefit any such persons or otherwise to advance the interests
of such persons or the Company or its members, and to subscribe,
guarantee or pay money for any purpose likely, directly or indirectly, to
further the interests of such persons or the Company or its members or
for any national, charitable, benevolent, educational, social, public,
general or useful object.
(P) To cease carrying on or to wind up any business or activity of the
Company, and to cancel any registration of and to wind up or procure
the dissolution of the Company in any state or territory.
(Q) _ To distribute any of the property of the Company among its creditors
and members or any class of either in cash, specie or kind.
(R) To do all or any of the above things or matters in any part of the world
and either as principals, agents, contractors, trustees or otherwise and
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CL
(S)
(1)
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by or through trustees, agents or otherwise and either alone or in
conjunction with others.
To carry on any other activity and do anything of any nature which in
the opinion of the board of directors of the Company is or may be
capable of being conveniently carried on or done in connection with the
above, or likely directly or indirectly to enhance the value of or render
more profitable all or any part of the Company’s undertaking property
or assets or otherwise to advance the interests of the Company or of its
members.
To do any other thing which in the opinion of the board of directors of
the Company is or may be incidental or conducive to the attainment of
the above objects or any of them.
In this clause “company”, except where used to denote this Company,
shall include any partnership or other body of persons, whether
incorporated or not incorporated, and whether formed, incorporated,
domiciled or resident in the United Kingdom or elsewhere, “person”
shall include any company as well as any other legal or natural person,
“securities” shall include any fully, partly or nil paid or no par value
share, stock, unit, debenture, debenture or loan stock, deposit receipt,
bill, note, warrant, coupon, right to subscribe or convert, or similar
right or obligation, “and” and “or” shall mean “and/or” where the
context so permits, “other” and “otherwise” shall not be construed
ejusdem generis where a wider construction is possible, and the objects
specified in the different paragraphs of this clause shall not, except
where the context expressly requires, be in any way limited or
restricted by reference to or inference from the terms of any other
paragraph or the name of the Company or the nature of any trade or
business carried on by the Company, or by the fact that at any time the
Company is not carrying on any trade or business but may be carried
out in as full and ample a manner and shall be construed in as wide a
sense as if each of those paragraphs defined the objects of a separate
distinct and independent company.
(3) I THAT the regulations contained in the printed document produced to the meeting and
initialed by the Chairman thereof for the purpose of identification be and the same are
hereby approved and adopted as the Articles of Association of the Company (the
“Articles of Association") in substitution for and to the exclusion of the existing
Articles of Association of the Company.
ORDINARY RESOLUTION
(4) I THAT the authorised share capital of the Company be increased from £100,000 to
£100,001 by the creation of one special rights redeemable preference share of £1
having the rights set out in the Articles of Association.
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ARTICLES OF ASSOCIATION of
Consignia plc
(adopted by special resolution passed on 4 January 2001)
CONTENTS
SUBJECT ARTICLES
Interpretation ...........ccccc eee ee cece eeee eee eeeeeeeeneeeeee 1-3
Share capital 2.0.0.0... 0c cece ceceeeeeeeneneeeeeeeeee ene enae 4-10
The special share ..............0ccccceseeeeceeeeeeeeeee eee eees 11-13
Share certificates .. 14-15
LieN oo oe eee ce cece eee cec ee tee eens eeeeeneeeaeneeeee enna eee eees 16-18
Calls on shares and forfeiture ...............cceeeeeeeeeeeee 19 - 23
Forfeiture of shares ..............ccceeeeeseneceeeeeeeeee eae 24 - 28
Transfer Of shares ..........00cccseeee cece eeceaeeeea essa eeeaes 29 - 34
Transmission Of shares ..........c.00ceceeeeeeeeeee seen eeeeee 35 - 37
Alteration of share capital .............ccceeeeeeeeeeeee eee 38-41
General meetings 0.0.00... ccc cee essence eee eee een eee een eeene 42-44
Notice of general meetings .........0...:ceceeeeeeeeeeeeeene 45-47
Proceedings at general meetings ..............:eeeeeeeeeeee 48 - 54
VON -o cee eee eee eee ce eeeeeeeeeeeeea cena eeeen sean eeeu eats 55 - 66
00) 6 (ee 67-71
Appointment, retirement and removal of directors ....... 72-80
Powers of the board ............ccceeeeeeeeseaeeseeeeeeeeeune 81 - 87
Remuneration of directors .............6ccceeeeeeeee eee anes 88 - 90
Directors’ appointments and interests .................06 91-93
Directors’ gratuities and pensions ..............00.0ee seen 94
Proceedings of directors ............6.:ceceeeeeceeee ese eee es 95 - 104
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SUBJECT
Secretary .
Minutes 2.00... 0... cecc eee es ecee sere eeeeeaeeeee eset eeenn esse ees
The seal ..
Dividend
Accounts ..
Capitalisation of profits ...........0...ccceceseeeeeeeeeeee ees
Record dates 2.0... cceceeeccceeceeeeeeseeeesesenesene eee eeees
Notices ...
Winding up ....
Indemnity
ARTICLES
105
106
107
108 - 115
116-117
118
119
120 - 125
126
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Company No. 4074919
ARTICLES OF ASSOCIATION
of
Consignia ple
(adopted by special resolution passed on 4 January 2001)
INTERPRETATION
1. EXCLUSION OF TABLE A
No regulations set out in any statute, or in any statutory instrument or other
subordinate legislation made under any statute concerning companies shall
apply as the regulations or articles of the company.
2. DEFINITIONS
In these articles unless the context otherwise requires -
“the Act” means the Companies Act 1985 including any statutory
modification or re-enactment thereof for the time being in force;
“the articles” means these articles of the company as altered from time to
time by special resolution and the expression “this article” shall be
construed accordingly;
“the board” means the board of directors from time to time of the
company or the directors present at a meeting of the directors at which a
quorum is present;
“business day’? means any day which is not a Saturday or Sunday or a
public holiday;
“clear days” in relation to the period of a notice, means that period
excluding the day when the notice is given or deemed to be given and the
day for which it is given or on which it is to take effect;
“core business” means any and all activities specified in sub-sections
63(8)(a) to (d) (inclusive) of the Postal Services Act;
“executed” includes any mode of execution;
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“group” means the company and its subsidiary undertakings (as defined in
section 258 of the Act) from time to time;
“the holder” in relation to shares means the member whose name is
entered in the register of members as the holder of the shares;
“major transaction” means an acquisition or disposal by the company or
a relevant subsidiary (excluding a transaction of a revenue nature in the
ordinary course of business) where the size of the transaction is such that
the percentage ratio resulting from any of the calculations set out in article
12.1(P) is 10 per cent. or more;
“member” means a member of the company;
“memorandum” means the Memorandum of Association of the company;
“office” means the registered office of the company;
“Postal Services Act” means the Postal Services Act 2000;
“public holiday’’ has the meaning given to that term in the Postal Services
Act;
“the register’? means the register of members of the company;
“relevant subsidiary” has the meaning given to such term in section 63(8)
of the Postal Services Act;
“relevant transaction” means any actual or proposed acquisition, sale or
other disposition (whether by security or otherwise) or parting with or
sharing of ownership (including, without limitation, by partnership, joint
venture or otherwise) of any assets, rights or property whatsoever by any
member of the group, other than: I
(a) any transaction in the ordinary course of business or otherwise of a
revenue nature (including without limitation the taking of assets on
lease or hire purchase);
(b) any transaction between the company and a wholly-owned
subsidiary of the company or between wholly-owned subsidiaries of
the company; and
(c) any transaction approved in any Strategic Plan.
“the seal” means the common seal of the company;
“Secretary of State” means one of Her Majesty’s Secretaries of State:
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3.
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“secretary” means the secretary of the company or any other person
appointed to perform the duties of the secretary of the company, including
a joint, assistant or deputy secretary;
“share rights” has the meaning given to such term in section 82(1) of the
Postal Services Act;
“shares” has the meaning given to such term in section 82(1) of the Postal
Services Act;
“Special Share” means the one special rights redeemable preference share
of £1 in the capital of the company;
“Special Shareholder’ means the holder of the Special Share;
“Strategic Plan” means the strategic plan relating to the operation of the
group described in article 82;
"Trade Marks" means the trade marks "The Post Office", "Royal Mail"
and "Parcelforce Worldwide” anywhere in the world; and
“the United Kingdom’ means Great Britain and Northern Ireland.
Unless the context otherwise requires, words or expressions contained in
these articles bear the same meaning as in the Act but exclude any statutory
modification thereof not in force when these articles become binding on
the company.
References to “writing” include references to any method of representing
or reproducing words in a legible and non-transitory form.
Headings are included only for convenience and shall not affect meaning.
If, and for so long as, the company has only one member, these articles
shall (in the absence of any express provision to the contrary) apply with
such modification as may be necessary in relation to the company.
FORM OF RESOLUTION
(A) Subject to the Act, where for any purpose an ordinary resolution of
the company is required, a special or extraordinary resolution shall
also be effective and where for any purpose an extraordinary
resolution is required a special resolution shall also be effective.
(B) _ A resolution in writing executed by or on behalf of each member who
would have been entitled to vote upon it if it had been proposed at a
general meeting at which he was present shall be as effectual as if it
had been passed at a general meeting properly convened and held and
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may consist of several instruments in the like form each executed by
or on behalf of one or more of the members.
SHARE CAPITAL
4, AUTHORISED SHARE CAPITAL
The authorised share capital at the date of adoption of this article is
£100,001 divided into 100,000 ordinary shares of £1 each and one Special
Share.
5. RIGHTS ATTACHED TO SHARES
Subject to the provisions of the Act and to any rights conferred on the
holders of any other shares, any share may be issued with or have attached
to it such rights and restrictions as the company may by ordinary resolution
decide or, if no such resolution has been passed or so far as the resolution
does not make specific provision, as the board may decide. I
6. REDEEMABLE SHARES
Subject to the provisions of the Act, shares may be issued which are to be
redeemed or are to be liable to be redeemed at the option of the company or I
the holder on such terms and in such manner as may be provided by the
articles.
7. PAYMENT OF COMMISSION
The company may exercise the powers of paying commissions conferred by
the Act. Subject to the provisions of the Act, any such commission 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.
8. TRUSTS NOT RECOGNISED
Except as required by law, no person shall be recognised by the company as
holding any share upon any trust and (except as otherwise provided by the
articles or by law) the company shall not be bound by or recognise any
interest in any share except an absolute right to the entirety thereof in the
holder.
9 UNISSUED SHARES
Subject to the provisions of the Act and to these articles, any unissued
shares of the company (whether forming part of the original or any
increased capital) shall be at the disposal of the board who may offer, allot,
grant options over or otherwise dispose of them to such persons at such
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10.
11.
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times and for such consideration and upon such terms and conditions as it
may determine.
VARIATION OF CLASS RIGHTS
Subject to the provisions of the Act, if at any time the capital of the
company is divided into different classes of shares, the rights attached to
any class may be varied, either while the company is a going concern or
during or in contemplation of a winding-up:
(A) _ in such manner (if any) as may be provided by those rights; or
(B) in the absence of any such provision, with the consent in writing of
the holders of three-quarters in nominal value of the issued shares of
that class, or with the sanction of an extraordinary resolution passed
at a separate meeting of the holders of the shares of that class,
but not otherwise. The provisions of these articles relating to general
meetings shall apply to every such separate meeting, except that the
necessary quorum at any such meeting other than an adjourned meeting
shall be two persons together holding or representing by proxy at least one-
third in nominal value of the issued shares of the class in question and at an
adjourned meeting shall be one person holding shares of the class in
question or his proxy.
THE SPECIAL SHARE
HOLDER OF THE SPECIAL SHARE
(A) The Special Share may only be issued to the Secretary of State and
may be transferred to and held by the Treasury, another Minister of
the Crown or any other duly authorised person (including, without
limitation, any nominee) acting on behalf of the Crown.
(B) The Special Shareholder shall be entitled to receive notice of, and to
attend and speak at, any general meeting or any meeting of any other
class of shareholders of the company, but the Special Share shall
carry no right to vote nor any other rights at any such meeting.
(C) (a) Ona distribution of capital in a winding-up of the company the
Special Shareholder shall be entitled to repayment of the
capital paid up on the Special Share in priority to any
repayment of capital to any other member.
(b) Subject to the Act, the Special Shareholder shall be entitled at
any time to require the directors to declare and pay a dividend
to the Special Shareholder or its nominee of such an amount
and to be satisfied in such manner (whether in cash, in specie
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12.
12.1
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(D)
or otherwise) as may be determined by the Special Shareholder
at its discretion in order to give effect to, or otherwise in
connection with, the powers vested in the Secretary of State
under section 72 of the Postal Services Act.
(c) Save as provided above, the Special Share shall confer no
other right to participate in the capital or profits of the
company.
The Special Shareholder may, subject to the provisions of the Act,
require the company to redeem the Special Share at par (such sum
being payable on redemption) at any time by serving written notice
upon the company and delivering to the company the relevant share
certificate. The company shall not be able to redeem the Special
Share without the prior consent of the Special Shareholder.
VARIATION OF SPECIAL SHARE RIGHTS
Matters requiring consent
Notwithstanding any provision in these articles to the contrary, each of the
following shall be deemed to be a variation of the rights attaching to the
Special Share and accordingly shall occur and be effective only with the
prior written consent of the Special Shareholder:
(A)
(B)
(C)
()
the alteration or deletion of, or the ratification of any breach of all or
any part of the memorandum of association of the company or all or
any part of these articles;
the voluntary winding-up of any member of the group, the passing of
a special resolution to the effect that any member of the group should
be wound-up by the court, the presentation by any member of the
group (whether solely or jointly with any other person) of a petition
for the winding-up of any member of the group or any proposal for
any of the foregoing;
the presentation by any member of the group (whether solely or
jointly with each other or with any other person) of a petition
applying for the appointment of an administrator of any member of
the group or any proposal therefor;
the variation of any rights attached to any shares in any member of
the group in so far as such variation affects the rights attached to the
Special Share;
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(BE)
(F)
(G)
(A)
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(K)
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(™)
(N)
the declaration or payment of any dividend or the making of any
distribution by the company other than in accordance with the
Strategic Plan;
any distribution, payment or return to shareholders of the company
out of capital;
the issue of any shares or share rights in any relevant subsidiary other
than to the Secretary of State, the Treasury, any nominee of either of
them or to the company or any other relevant subsidiary or any
nominee of either of them;
the transfer or other disposal of any issued shares or share rights in
any relevant subsidiary other than to the Secretary of State, the
Treasury or any nominee of either of them, or to the company or any
other relevant subsidiary or any nominee of either of them;
the redemption or purchase by the company or any relevant
subsidiary of any share in itself or the reduction of the share capital
of the company or any relevant subsidiary, or any uncalled or unpaid
liability in respect thereof, capital redemption reserve or share
premium account of the company or any relevant subsidiary or the
passing of any resolution authorising any of the foregoing;
the adoption of any accounting reference date or any material
variation of the accounting practices and policies to be applied in the
preparation of the accounts of any member of the group, if different
from the practices or policies then adopted or applied by other
members of the group (other than any accounting practice or policy
required to be adopted by law);
the appointment or removal from office of any director of the
company or any change in the prescribed maximum or minimum
number of directors of the company or the appointment of any person
other than a director of the company as an alternate director of any
director of the company;
the adoption of a Strategic Plan or the variation or amendment of a
Strategic Plan previously adopted;
save as specifically provided for in the approved Strategic Plan, any
substantial alteration in the nature of the business carried on by the
company or any relevant subsidiary;
the entry into any relevant transaction under which any one or more
members of the group, directly or indirectly, ceases to own or retain
such interest as it may have in any asset in the absence of which the
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(0)
(P)
group might reasonably be considered to be unable to continue to
perform the core business in the manner and to the standard required
by the Postal Services Act and applicable regulations (and any
requirements made thereunder), except in circumstances under which
the relevant asset remains available for exclusive use by any one or
more members of the group for the remainder of its useful economic
life or until it is fully depreciated;
any arrangement whereby the directors of any member of the group
shall cease to determine the general policy of the relevant member of
the group and the scope of the activity and operation of the relevant
member of the group or cease to determine all matters involving
major or unusual decisions material to the business of the group taken
as a whole or otherwise whereby the control of the management of
the relevant member of the group shall pass from the directors thereof
to any third party or body;
the entry into or implementation of a relevant transaction by any
member of the group in relation to which (either individually or when
taken together with all other relevant transactions (other than any
relevant transaction previously approved under this article 12.1(P))
entered into or implemented in the previous 12 months) the
percentage ratio resulting from any of the following calculations is 25
per cent. or more:
(a) the gross assets the subject of the relevant transaction divided
by the gross assets of the group;
(b) _ the profit attributable to the assets the subject of the relevant
transaction divided by the profits of the group;
(c) _ the turnover attributable to the assets the subject of the relevant
transaction divided by the turnover of the group.
For the purposes of this article 12.1(P) and article 13(A):
(i) the “gross assets of the group” means the total fixed assets of
the group plus the total current assets of the group;
(ii) in the case of:
(1) an acquisition of an interest in an undertaking which
will result in consolidation of the net assets of that
undertaking in the consolidated accounts of the group;
or
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(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(2) adisposal of an interest in an undertaking which will
result in the net assets of that undertaking no longer
being consolidated in the accounts of the group,
the “‘assets the subject of the relevant transaction” means the
value of 100 per cent. of that undertaking’s assets irrespective
of what interest is acquired or disposed of;
in the case of an acquisition or disposal of an interest in an
undertaking which does not fall within article 12.1(P)(ii), “the
assets the subject of the relevant transaction” means:
(1) _ for an acquisition, the value of the consideration; and
(2) for a disposal of an interest, the value attributed to that
interest in the group's accounts;
in the case of an acquisition of assets other than an interest in
an undertaking the assets the subject of the relevant transaction
means the consideration or, if greater, the book value of those
assets;
in the case of a disposal of assets other than an interest in an
undertaking, the assets the subject of the relevant transaction
means the book value of the assets;
“profits” means profits after deducting all charges except
taxation and extraordinary items. In the case of an acquisition
or disposal of an interest in an undertaking which falls within
article 12.1(P)(ii), profits means 100 per cent. of the profits of
the undertaking irrespective of what interest is acquired or
disposed of;
“consideration” is the amount paid to the vendors in the
relevant transaction including amounts corresponding to the
assumption by the purchaser of any liabilities whether actual
or contingent (including the repayment of inter-company or
third party debt) as part of the terms of the transaction;
if deferred consideration is or may be payable or receivable by
the relevant member of the group in the future, the
“consideration” is the maximum total consideration payable or
receivable under the agreement;
except as stated below the figures used for the calculation of
the percentage ratios must be:
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Q)
(R)
(S)
(T)
(1) _ in the case of “assets” and “profits”, the figures shown
in the latest published audited consolidated accounts or,
where the company has, or will have, published a
preliminary statement of later annual results at the time
the terms of a relevant transaction are agreed, the
figures shown in that preliminary statement;
(2) _ in the case of consideration in the form of listed or
quoted securities, the aggregate market value of all
those securities;
Where the company has published a half-yearly report
comprising, inter alia, a balance sheet, that balance sheet must
be used for classification purposes when calculating the
percentage ratios for the purpose of this article 12.1(P);
the entry by any member of the group into any relevant transaction
which is not on commercial terms and is not considered by the
directors of that member to be in the interests of that member;
the sale, assignment, charging, mortgaging or outright disposal by
any member of the Group of any Trade Mark, the granting of an
exclusive licence by any member of the Group which prevents the
Group from using any Trade Mark or the taking of any action by any
member of the Group with the intention of jeopardising any material
Trade Mark;
the approval of or agreement to or any material variation or
amendment to:
(a) the remuneration (including, without limitation, salary, share
options, bonuses, benefits in kind and pension rights) paid or
granted by any member of the group to any director of the
company; or
(b) the terms and conditions of employment or engagement by any
member of the group of any of the directors of the company;
(a) _ the incurring of (or entry into of any commitment to incur) any
borrowing by any member of the group in circumstances
where the borrowing:
(i) (1) ~~ individually; or
(2) taken together with the aggregate principal
amount in respect of borrowings already incurred
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in the same accounting period without approval
under this article 12.1(T); or
(3) _ if part of any series of related borrowings to
finance a single investment, then taken together
with the aggregate principal amount incurred in
respect of such related borrowings
exceeds £75 million; or
(ii) is to be provided from any source other than the
National Loans Fund or the Crown, save in respect of
borrowings which are due within one year or less from
the Secretary of State, the Bank of England and (other)
Monetary Financial Institutions, a Local Authority or a
Public Corporation; or
(iii) if taken together with the aggregate principal amount
outstanding of all money borrowed by the group from I
any source (excluding amounts borrowed by any
member of the group from any other member of the
group, other than amounts to be taken into account
under article 12.1(T)(b)(v) below) exceeds an amount I
equal to the lesser of £5,000 million and 2.5 times the
aggregate of:
(1) _ the amount paid up on the issued share capital of
the company; and
(2) _ the total of the capital and revenue reserves of the
group, including any share premium account,
capital redemption reserve and credit balance on
the profit and loss account, but excluding sums
set aside for taxation and amounts attributable to
outside shareholders in subsidiary undertakings
of the company and deducting any debit balance
on the profit and loss account, all as shown in the
then latest audited consolidated balance sheet and
profit and loss account of the group (or if
consolidated financial statements are not
prepared, in the latest audited balance sheet and
profit and loss account of each member of the
group), but adjusted as may be necessary in
respect of any variation in the paid up share
capital or share premium account or capital
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(b)
redemption reserve of the company since the date
of that balance sheet and further adjusted as may
be necessary to reflect any change since that date
in the companies comprising the group;
for the purposes of this article 12.1(T), but without prejudice
to the generality of the terms “borrowing” and “borrowed”:
@)
(ii)
(iii)
(iv)
(v)
(vi)
borrowings inherited by the company under section 62
of the Postal Services Act shall be taken into account as
money borrowed;
borrowings assumed by the company at the direction of
the Secretary of State pursuant to section 74 of the
Postal Services Act shall be taken into account as
money borrowed, save to the extent that any such
money is borrowed for the purposes of funding any
dividend required to be paid pursuant to article
11(C)(b);
amounts borrowed for the purpose of repaying the
whole or any part of any amounts previously borrowed
and then outstanding (including any premium payable
on final repayment) and to be applied for that purpose
within six months of the borrowing shall not, pending
such application, be taken into account as money
borrowed;
the principal amount (including any premium payable
on final repayment) of any debt securities issued in
whole or in part for a consideration other than cash shall
be taken into account as money borrowed by the
member of the group issuing them;
money borrowed by any member of the group and not
owing to another member of the group shall be taken
into account as money borrowed and money borrowed
by any member of the group and owing to another
member of the group shall not be so taken into account;
borrowings of an undertaking which became a
subsidiary undertaking of the company after the date as
at which the latest audited balance sheet was prepared
shall not, pending the date of the next consolidated
audited balance sheet, be taken into account as money
borrowed to the extent that the amount of those
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(c)
(d)
borrowings does not exceed their amount immediately
after such undertaking became a subsidiary undertaking;
(vii) amounts outstanding under any arrangement entered
into in the ordinary course of its business by any
member of the group for the leasing or hire purchase of
any assets shall not be taken into account as money
borrowed; and
(viii) any amounts outstanding under sections 71(2)(b), (c),
(d) and (e) of the Postal Services Act shall be taken into
account as moneys borrowed.
for the purposes of this article 12.1(T) the following phrases
shall have the following meanings:
“Local Authority” has the meaning given to it in sections 1(2)
and (3) of the Local Government Act 1999 extended to include
any district, island or regional council in Scotland or any
county or district council in Northern Ireland;
“Public Corporation” means any body within the definition of
that expression in the edition of the “Classification of
Accounts Guide Part II] — Sector Categories” current at the
time that the relevant borrowings are made; and
“The Bank of England and (other) Monetary Financial
Institutions” means any body within the definition of that
expression in the edition of “Classification of Accounts Guide
Part III - Sector Categories” current at the time that the
relevant borrowings are made.
in calculating the aggregate amount of borrowings for the
purpose of this article 12.1(T), money borrowed by any
member of the group which is denominated or repayable in a
currency other than sterling shall be treated as converted into
sterling -
(i) at the rate of exchange used for the conversion of that
currency in the latest audited balance sheet of that
member; or
(ii) if no rate was so used, at the middle-market rate of
exchange prevailing in London at the close of business
on the date of that balance sheet, but if the amount in
sterling resulting from conversion at that rate would be
greater than that resulting from conversion at the
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©)
(f)
middle-market rate prevailing in London at the close of
business on the business day immediately preceding the
day on which the calculation falls to be made, the latter
rate shall apply instead;
no debt incurred or security given in respect of money
borrowed in excess of the above limit shall be invalid or
ineffectual except in the case of express notice to the lender or
the recipient of the security at the time when the debt was
incurred or security given that the limit hereby imposed had
been or was thereby exceeded, but no lender or other person
dealing with the company shall be concerned to see or enquire
whether such limit is observed;
if any accounting period of the company shall be longer or
shorter than twelve months then the amount of £75 million
referred to in article 12.1(T)(a)(i) above shall be altered in
respect of that accounting period by multiplying it by the
number of days in that accounting period and dividing the
product by 365.
12.2. Approval Procedure
740203_2
(A)
Whenever the company wishes to obtain the Special Shareholder’s
consent to any matter set out in article 12.1 (other than 12.1(G),
12.1(H), and 12.1(T)):
(a)
the company shall give notice to the Special Shareholder, such
notice to:-
(i) be in writing;
(ii) be addressed to such persons as the Special Shareholder
shall, from time to time, notify in writing to the
Company;
(iii) be delivered by hand;
(iv) clearly state that it is important and requires immediate
attention;
(v) clearly identify itself as a notice served pursuant to this
article 12.2 and that failure to respond within ten
business days will result in the Special Shareholder
being deemed to have given his consent to the matter in
question; and
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(B)
(C)
(D)
(E)
(vi) contain or annex such information as can reasonably be
expected to enable the Special Shareholder to consider
the matter being proposed.
(b) On or before the date which falls ten business days after the
date of receipt of such notice (the “Initial Expiry Date”) the
Special Shareholder shall give written notice to the secretary
stating:
(i) his consent to the matter contained in the notice; or
(ii) his refusal to consent to the matter contained in the
notice (providing in reasonable detail and on a
confidential basis the reasons for such refusal); or
(iii) that he requires a further ten business days in which to
consider the matter, commencing on the business day
following the Initial Expiry Date.
If on or before the Initial Expiry Date the Special Shareholder gives
written notice to the company pursuant to article 12.2(A)(b)(iii) the
Special Shareholder shall, on or before the date which falls ten
business days after the Initial Expiry Date, give a further written
notice to the secretary stating:
(a) his consent to the matter contained in the notice; or
(b) his refusal to consent to the matter contained in the notice
(providing in reasonable detail and on a confidential basis the
reasons for such refusal).
The Special Shareholder may, at any time, request from the company
such further information as it reasonably requires in order to assist it
to consider the matter being proposed and the company shall deliver
such information to the Special Shareholder as soon as reasonably
practicable thereafter.
If the company does not receive any notice from the Special
Shareholder pursuant to article 12.2(A)(b) on or before the Initial
Expiry Date or pursuant to article 12.2(B) within the further period
referred to therein, the company shall be entitled to undertake the
matter contained in the notice issued by it pursuant to article
12.2(A)(a) and the consent of the Special Shareholder shall be
deemed irrevocably given to such matter.
In favour of any third party dealing with any member of the group a
certificate by any director or the secretary to the effect that the
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12.3
12.4
740203_2
(A)
(B)
(C)
(D)
(E)
(A)
Special Shareholder shall have been deemed to have given his
consent to any matter as a result of the operation of article 12.2(D)
above shall be conclusive and binding as to that fact.
Whenever the company wishes to obtain the Special Shareholder’s
consent to any matter set out in article 12.1(T), the company shall
give notice to the Special Shareholder in accordance with articles
12.2(A)(a)(i) to (iv) and (vi), such notice to clearly identify itself as a
notice served pursuant to this article 12.3 and that failure to respond
within 28 business days will result in the Special Shareholder being
deemed to have given his consent to the matter in question.
On or before the date which falls 28 business days after the date of
receipt of such notice (the “Expiry Date”) the Special Shareholder
shall give written notice to the secretary stating:
(a) his consent to the matter contained in the notice; or
(b) his refusal to consent to the matter contained in the notice
(providing in reasonable detail and on a confidential basis the
reasons for such refusal).
The Special Shareholder may, at any time before the Expiry Date
request from the company such further information as it reasonably
requires in order to assist it to consider the matter being proposed and
the company shall deliver such information to the Special
Shareholder as soon as reasonably practicable thereafter.
If the company does not receive any notice from the Special
Shareholder pursuant to article 12.3(B) on or before the Expiry Date
the company shall be entitled to undertake the matter contained in the
notice issued by it pursuant to paragraph 12.3(A) and the consent of
the Special Shareholder shall be deemed irrevocably given to such
matter.
In favour of a third party dealing with any member of the group a
certificate by any director or the secretary to the effect that the
Special Shareholder shall have been deemed to have given its consent
to any matter as a result of the operation of article 12.3(D) above
shall be conclusive and binding as such.
Whenever the company wishes to obtain the Special Shareholder's
consent to any matter set out in articles 12.1(G) and 12.1(H), the
company shall give notice to the Special Shareholder in accordance
with articles 12.2(A)(a)(i) to (iv) and (vi), such notice to clearly
identify itself as a notice served pursuant to this article 12.4.
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12.6
13.
740203_2
(B) On or before the date which falls 10 business days after the date of
receipt of such notice (the "Expiry Date") the Special Shareholder
shall give written notice to the secretary stating:
(a) his consent to the matter contained in the notice (subject to
such conditions, if any, as the Special Shareholder may
impose) and his agreement to move or to procure the moving
of a motion in relation to the matter contained in the notice
before each house of Parliament in accordance with section 67
of the Postal Services Act; or
(b) his refusal to consent to the matter contained in the notice and
to move or procure the moving of such a motion (providing in
reasonable detail and on a confidential basis the reasons for
such refusal).
(C) The Special Shareholder may, at any time before the Expiry Date
request from the company such further information as it reasonably
requires in order to assist it to consider the matter being proposed and
the company shall deliver such information to the Special
Shareholder as soon as reasonably practicable thereafter.
(D) In the event that a motion is moved before Parliament pursuant to
article 12.4 (B)(a), the Special Shareholder shall, on or before the
date which falls 2 business days after the date such motion is
approved or, as the case may be, rejected by a resolution of either
House of Parliament, give written notice to the secretary confirming
whether or not such motion was duly approved and, if so, the precise
terms of such approval.
Delivery of any notice served upon the Special Shareholder under articles
12.2, 12.3 and 12.4 shall be evidenced by a receipt acknowledging delivery
signed and dated by one of the addressees of the relevant notice and such
notice shall be deemed to have been received on the date on which the
receipt acknowledging delivery of the same is signed.
The directors of the company will exercise all powers exercisable by the
company in relation to group subsidiaries so as to ensure that no subsidiary
shall take any action which (either alone or when taken together with any
other action) would result in the variation of any of the rights attached to the
Special Share.
INFORMATION
(A) I Within five business days after the terms of a major transaction are
agreed (or following any significant change to such terms) the
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740203_2
(B)
(C)
company must issue a public announcement to the press in the United
Kingdom containing at least the following information:
(a) brief particulars of the transaction, including the name and
brief details of any company or business involved (where
relevant);
(b) a description of the business carried on by or using the assets
the subject of the transaction;
(c) the consideration and how it is being satisfied (including the
terms of any arrangements for deferred consideration);
(d) _ the value of the net assets the subject of the transaction;
(e) the profits attributable to the net assets the subject of the
transaction;
(f) the effect of the transaction on the group, including the
commercial rationale behind such transaction, any anticipated
effect on the group’s ability to perform the core business in the
manner required by the Postal Services Act and applicable
regulations (or if none, an appropriate negative statement) and
details of any benefits which are expected to accrue to the
group as a result of the transaction; and
(g) _ in the case of a disposal, the anticipated application of the sale
proceeds.
Any public announcement issued pursuant to article 13(A) shall be
delivered in draft form to the Special Shareholder on a business day
not less than 24 hours before its issue.
Notwithstanding any other provision of these articles, the Special
Shareholder shall be entitled to request such management
information in relation to the affairs of the group as it may consider
necessary or desirable in order to assist it in exercising the rights
attaching to the Special Share. The company shall use its reasonable
endeavours to comply promptly with such requests for information
from time to time, but only in so far as the company has such
information within its possession or such information can reasonably
be obtained by it.
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14.
15.
16.
17.
740203_2
SHARE CERTIFICATES
RIGHT TO SHARE CERTIFICATES
Every member, upon becoming the holder of any shares, shall be entitled
without payment to one certificate for all the shares of each class held by
him (and, upon transferring a part of his holding of shares of any class, to a
certificate for the balance of such holding) or several certificates each for
one or more of his shares upon payment for every certificate after the first of
such reasonable sum as the board may determine. Every certificate shall be
sealed with the seal and shall specify the number, class and distinguishing
numbers (if any) of the shares to which it relates and the amount or
respective amounts paid up thereon. The company shall not be bound to
issue more than one certificate for shares held jointly by several persons and
delivery of a certificate to one joint holder shall be a sufficient delivery to
all of them.
REPLACEMENT OF SHARE CERTIFICATES
If a share certificate is defaced, worn-out, lost or destroyed, it may be
renewed on such terms (if any) as to evidence and indemnity and payment
of the expenses reasonably incurred by the company in investigating
evidence as the board may determine but otherwise free of charge, and (in
the case of defacement or wearing-out) on delivery up of the old certificate.
LIEN
COMPANY’S LIEN ON SHARES NOT FULLY PAID
The company shall have a first and paramount lien on every share (not
being a fully paid share) for all moneys (whether presently payable or not)
payable at a fixed time or called in respect of that share. The board may at
any time declare any share to be wholly or in part exempt from the
provisions of this article. The company’s lien on a share shall extend to any
amount payable in respect of it.
ENFORCING LIEN BY SALE
The company may sell in such manner as the board may determine any
shares on which the company has a lien if a sum in respect of which the lien
exists is presently payable and is not paid within fourteen clear days after
notice has been given to the holder of the share or to the person entitled to it
in consequence of the death or bankruptcy of the holder, demanding
payment and stating that if the notice is not complied with the shares may be
sold. To give effect to a sale, the board may authorise some person to
execute an 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
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19.
20.
21,
22.
740203_2
not be affected by any irregularity in or invalidity of the proceedings in
reference to the sale.
APPLICATION OF PROCEEDS OF SALE
The net proceeds of the sale, after payment of the costs, shall be applied in
payment of so much of the sum for which the lien exists as is presently
payable, and any residue shall (upon surrender to the company for
cancellation of the certificate for the shares sold and subject to a like lien for
any moneys not presently payable as existed upon the shares before the
sale) be paid to the person entitled to the shares at the date of the sale.
CALLS ON SHARES AND FORFEITURE
CALLS
Subject to the terms of allotment, the board may make calls upon the
members in respect of any moneys unpaid on their shares (whether in
respect of nominal value or premium) and each member shall (subject to
receiving at least fourteen clear days’ notice specifying when and where
payment is to be made) pay to the company as required by the notice the
amount called on his shares. A call may be required to be paid by
instalments. A call may be revoked in whole or part and payment of a call
may be postponed in whole or part as the board may decide. A person upon
whom a call is made shall remain liable for calls made upon him
notwithstanding the subsequent transfer of the shares in respect whereof the
call was made. A call shail be deemed to have been made at the time when
the resolution of the board authorising the call was passed.
LIABILITY OF JOINT HOLDERS
The joint holders of a share shall be jointly and severally liable to pay all
calls in respect thereof.
INTEREST DUE ON NON-PAYMENT
If a call remains unpaid after it has become due and payable the person from
whom it is due and payable shall pay interest on the amount unpaid from the
day it became due and payable until it is paid at the rate fixed by the terms
of allotment of the share or in the notice of the call or, if no rate is fixed, at
the appropriate rate (as defined by the Act) but the board may waive
payment of the interest wholly or in part.
SUMS DUE ON ALLOTMENT TREATED AS CALLS
An amount payable in respect of a share on allotment or at any fixed date,
whether in respect of nominal value or premium or as an instalment of a
call, shall be deemed to be a call and if it is not paid the provisions of the
20
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23,
24,
25,
26.
27.
740203_2
articles shall apply as if that amount had become due and payable by virtue
of a call.
POWER TO DIFFERENTIATE
Subject to the terms of allotment, the board may make arrangements on the
issue of shares for a difference between the holders in the amounts and
times of payment of calls on their shares.
FORFEITURE OF SHARES
NOTICE IF CALL OR INSTALMENT NOT PAID
If a call remains unpaid after it has become due and payable the board may
give to the person from whom it is due not less than fourteen clear days’
notice requiring payment of the amount unpaid together with any interest
which may have accrued. The notice shall name the place where payment is
to be made and shall state that if the notice is not complied with the shares
in respect of which the call was made will be liable to be forfeited.
FORFEITURE FOR NON-COMPLIANCE WITH NOTICE
If the notice is not complied with any share in respect of which it was given
may, before the payment required by the notice has been made, be forfeited
by a resolution of the board and the forfeiture shall include all dividends or
other moneys payable in respect of the forfeited shares and not paid before
the forfeiture.
SALE OF FORFEITED SHARES
Subject to the provisions of the Act, a forfeited share may be sold,
re-allotted or otherwise disposed of on such terms and in such manner as the
board determines either to the person who was before the forfeiture the
holder or to any other person and at any time before sale, re-allotment or
other disposition, the forfeiture may be cancelled on such terms as the board
thinks fit. Where for the purposes of its disposal a forfeited share is to be
transferred to any person the board may authorise some person to execute
an instrument of transfer of the share to that person.
ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
A person any of whose shares have been forfeited shall cease to be a
member in respect of them and shall surrender to the company for
cancellation the certificate for the shares forfeited but shall remain liable to
the company for all moneys which at the date of forfeiture were presently
payable by him to the company in respect of those shares with interest at the
rate at which interest was payable on those moneys before the forfeiture or,
if no interest was so payable, at the appropriate rate (as defined in the Act)
a
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28.
29.
30.
31.
740203_2
from the date of forfeiture until payment but the board may waive payment
wholly or in part or enforce payment without any allowance for the value of
the shares at the time of forfeiture or for any consideration received on their
disposal.
STATUTORY DECLARATION AS TO FORFEITURE
A statutory declaration by a director or the secretary that a share has been
forfeited on a specified date shall be conclusive evidence of the facts stated
in it as against all persons claiming to be entitled to the share and the
declaration shall (subject to the execution of an instrument of transfer if
necessary) constitute a good title to the share and the person to whom the
share is 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 in or invalidity of the proceedings in reference to the forfeiture
or disposal of the share.
TRANSFER OF SHARES
EXECUTION OF TRANSFER
The instrument of transfer of a share may be in any usual form or in any
other form which the board may approve and shall be executed by or on
behalf of the transferor and, unless the share is fully paid, by or on behalf of
the transferee.
RIGHT TO DECLINE REGISTRATION
The board may refuse to register the transfer of a share which is not fully
paid to a person of whom they do not approve and they may refuse to
register the transfer of a share on which the company has a lien or where
such transfer is restricted by the Act or the articles. They may also refuse to
register a transfer unless -
(A) _ it is lodged at the office or at such other place as the board may
appoint and is accompanied by the certificate for the shares to which
it relates and such other evidence as the board may reasonably
require to show the right of the transferor to make the transfer;
(B) _ itis in respect of only one class of shares; and
(C) _ itis in favour of not more than four transferees.
NOTICE OF REFUSAL
If the board refuses to register a transfer of a share, it shall within two
months after the date on which the transfer was lodged with the company
send to the transferee notice of the refusal.
22
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32.
33.
34,
35.
36.
740203_2
SUSPENSION OF REGISTRATION
The registration of transfers of shares or of transfers of any class of shares
may be suspended at such times and for such periods (not exceeding thirty
days in any year) as the board may determine.
NO FEE FOR REGISTRATION
No fee shall be charged for the registration of any instrument of transfer or
other document relating to or affecting the title to any share.
RETENTION OF INSTRUMENT OF TRANSFER
The company shall be entitled to retain any instrument of transfer which is
registered, but any instrument of transfer which the board refuses to register
shall be returned to the person lodging it when notice of the refusal is given.
TRANSMISSION OF SHARES
TRANSMISSION ON DEATH.
If a member dies the survivor or survivors where he was a joint holder, and
his personal representatives where he was a sole holder or the only survivor
of joint holders, shall be the only persons recognised by the company as
having any title to his interest; but nothing herein contained shall release the
estate of a deceased member from any liability in respect of any share which
had been jointly held by him.
ELECTION OF PERSON ENTITLED BY TRANSMISSION
A person becoming entitled to a share in consequence of the death or
bankruptcy of a member may, upon such evidence being produced as the
board may properly require, elect either to become the holder of the share or
to have some person nominated by him registered as the transferee. If he
elects to become the holder he shall give notice to the company to that
effect. If he elects to have another person registered he shall execute an
instrument of transfer of the share to that person. All the articles relating to
the transfer of shares shall apply to the notice or instrument of transfer as if
it were an instrument of transfer executed by the member and the death or
bankruptcy of the member had not occurred.
RIGHTS OF PERSON ENTITLED BY TRANSMISSION
A person becoming entitled to a share in consequence of the death or
bankruptcy of a member shall have the rights to which he would be entitled
if he were the holder of the share, except that he shall not, before being
registered as the holder of the share, be entitled in respect of it to attend or
vote at any meeting of the company or at any separate meeting of the
holders of any class of shares in the company.
23
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38.
39,
40.
41.
740203_2
ALTERATION OF SHARE CAPITAL
INCREASE, CONSOLIDATION, SUB-DIVISION AND CANCELLATION
The company may by ordinary resolution -
(A) increase its share capital by new shares of such amount as the
resolution prescribes;
(B) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(C) _ subject to the provisions of the Act, sub-divide its shares, or any of
them, into shares of smaller amount and the resolution may determine
that, as between the shares resulting from the sub-division, any of
them may have any preference or advantage as compared with the
others; and
(D) cancel 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 its share capital by the amount of the shares so cancelled.
FRACTIONS
Whenever as a result of a consolidation of shares any members would
become entitled to fractions of a share, the board may, on behalf of those
members, sell the shares representing the fractions for the best price
reasonably obtainable to any person (including, subject to the provisions of
the Act, the company) and distribute the net proceeds of sale in due
proportion among those members, and the board may authorise some person
to execute an instrument of transfer of the shares to, or in accordance with
the directions of, the purchaser. The transferee shall not be bound to see to
the application of the purchase money nor shall his title to the shares be
affected by any irregularity in or invalidity of the proceedings in reference
to the sale.
REDUCTION OF CAPITAL
Subject to the provisions of the Act and the articles, the company may by
special resolution reduce its share capital, any capital redemption reserve
and any share premium account in any way.
PURCHASE OF OWN SHARES
Subject to the provisions of the Act and the articles, the company may
purchase its own shares (including any redeemable shares).
24
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42.
43.
45.
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GENERAL MEETINGS
EXTRAORDINARY GENERAL MEETINGS
All general meetings other than annual general meetings shall be called
extraordinary general meetings.
CALLING OF EXTRAORDINARY GENERAL MEETING
The board may call general meetings and, on the requisition of members
pursuant to the provisions of the Act, shall forthwith 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 directors to call a general meeting, any director or any member of
the company may call a general meeting.
ANNUAL GENERAL MEETINGS
The board shall convene and the company shall hold general meetings as
annual general meetings in accordance with the requirements of the Act.
NOTICE OF GENERAL MEETINGS
LENGTH OF NOTICE
An annual general meeting and an extraordinary general meeting called for
the passing of a special resolution or a resolution appointing a person as a
director shall be called by at least twenty-one clear days’ notice. All other
extraordinary general meetings shall be called by at least fourteen clear
days’ notice but a general meeting may be called by shorter notice 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
(B) in the case of any other meeting by a majority in number of the
members having a right to attend and vote being a majority together
holding not less than ninety-five per cent. in nominal value of the
shares giving that right.
The notice shall specify the time and place of the meeting and the general
nature of the business to be transacted and, in the case of an annual general
meeting, shall specify the meeting as such.
Subject to the provisions of the articles and to any restrictions imposed on
any shares, the notice shall be given to all the members other than any who
under the provisions of these articles or the terms of issue of the shares they
hold, are not entitled to receive such notices from the company, and also to
the auditors or, if more than one, each of them.
25
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46.
47,
48.
49,
50.
740203_2
OMISSION OR NON-RECEIPT OF NOTICE
The accidental omission to give notice of a meeting to, or the non-receipt of
notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.
POSTPONEMENT OF GENERAL MEETINGS
If the board, in its absolute discretion, considers that it is impractical or
unreasonable for any reason to hold a general meeting on the date or at the
time or place specified in the notice calling the general meeting, it may
postpone the general meeting to another date, time and place. When a
meeting is so postponed, notice of the date, time and place of the postponed
meeting shall be given to the members. Notice of the business to be
transacted at such postponed meeting shall not be required.
PROCEEDINGS AT GENERAL MEETINGS
QUORUM
No business shall be transacted at any meeting unless a quorum is present.
Two persons entitled to vote upon the business to be transacted, each being
a member or a proxy for a member or a duly authorised representative of a
corporation, shall be a quorum. If, and for so long as, the company has only
one member, that member or the proxy for that member or, where that
member is a corporation, its duly authorised representative shall be a
quorum at any general meeting of the company or of the holders of any
class of shares.
PROCEDURE IF QUORUM NOT PRESENT
If such a quorum is not present within half an hour from the time appointed
for the meeting, or if during a meeting such a quorum ceases to be present,
the meeting shall stand adjourned to the same day in the next week at the
same time and place or to such time and place as the board may determine.
CHAIRMAN OF GENERAL MEETING
The chairman, if any, of the board or in his absence some other director
nominated by the board shall preside as chairman of the meeting, but if
neither the chairman nor such other director (if any) be present within
fifteen minutes after the time appointed for holding the meeting and willing
to act, the directors present shall elect one of their number to be chairman
and, if there is only one director present and willing to act, he shall be
chairman. If no director is willing to act as chairman, or if no director is
present within fifteen minutes after the time appointed for holding the
meeting, the members present and entitled to vote shall choose one of their
number to be chairman.
26
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51.
52.
53.
54,
55.
740203_2
ORDERLY CONDUCT
The chairman shal] take such action as he thinks fit to promote the orderly
conduct of the business of the meeting as laid down in the notice of the
meeting and the chairman’s decision on matters of procedure or arising
incidentally from the business of the meeting shall be final as shall be his
determination as to whether any matter is of such a nature.
ENTITLEMENT TO ATTEND AND SPEAK
Each director shall be entitled to attend and speak at any general meeting of
the company and at any separate general meeting of the holders of any class
of shares in the company. The chairman may invite any person to attend
and speak at any general meeting of the company whom the chairman
considers to be equipped by knowledge or experience of the company’s
business to assist in the deliberations of the meeting. In addition, the
chairman may invite any person who has been nominated for the purpose by
a member, where the chairman is satisfied that such time as the chairman
may determine, the member holds any shares in the company as such
person’s nominee, to attend and, if the chairman considers it appropriate, to
speak at any general meeting of the company.
ADJOURNMENTS
The chairman may, without seeking the consent of the meeting (whether or
not it has commenced or a quorum is present) adjourn any meeting from
time to time and from place to place, but no business shall be transacted at
an adjourned meeting other than business which might properly have been
transacted at the meeting had the adjournment not taken place. When a
meeting is adjourned for fourteen days or more, at least seven clear days’
notice shall be given specifying the time and place of the adjourned meeting
and the general nature of the business to be transacted. Otherwise it shall
not be necessary to give any such notice.
AMENDMENTS RULED OUT OF ORDER
If an amendment proposed to any resolution under consideration is ruled out
of order by the chairman, the proceedings on the resolution shall not be
invalidated by any error in the ruling.
VOTING
VOTES OF MEMBERS
Subject to any special terms as to voting upon which any shares may be
issued or may for the time being be held and to any other provisions of
these articles, on a show of hands every member who is present in person at
a general meeting of the company shall have one vote. Proxies shall not
27
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56.
57.
58.
59,
740203_2
vote on a show of hands. On a poll every member who is present in person
or by proxy shall have one vote for every share of which he is the holder.
METHOD OF VOTING
A resolution put to the vote of a meeting shall be decided on a show of
hands unless before, or on the declaration of the result of, the show of hands
a poll is duly demanded. Subject to the provisions of the Act, a poll may be
demanded -
(A) _ by the chairman; or
(B) _ by at least two members having the right to vote at the meeting; or
(C) _ by a member or members representing not less than one-tenth of the
total voting rights of all the members having the right to vote at the
meeting; or
(D) by a member or members holding shares 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;
and a demand by a person as proxy for a member shall be the same as a
demand by the member.
PROCEDURE IF POLL NOT DEMANDED
Unless a poll is duly demanded a declaration by the chairman that a
resolution has been carried or carried unanimously, or by a particular
majority, or lost, or not carried by a particular majority and an entry to that
effect in the minutes of the meeting shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in favour of
or against the resolution.
WITHDRAWAL OF DEMAND FOR POLL
The demand for a poll may, before the poll is taken, be withdrawn but only
with the consent of the chairman and a demand so withdrawn shall not be
taken to have invalidated the result of a show of hands declared before the
demand was made.
PROCEDURE IF POLL DEMANDED
A poll shall be taken as the chairman directs and he may appoint scrutineers
(who need not be members) and fix a time and place for declaring the result
of the poll. The result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.
28
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61.
62.
63.
64.
740203_2
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CASTING VOTE OF CHAIRMAN
In the case of an equality of votes, whether on a show of hands or on a poll,
the chairman shall be entitled to a casting vote in addition to any other vote
he may have.
WHEN POLL TO BE TAKEN
A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken either forthwith or at such time and place as the
chairman directs not being more than thirty days after the poll is demanded.
The demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll was
demanded. If a poll is demanded before the declaration of the result of a
show of hands and the demand is duly withdrawn, the meeting shall
continue as if the demand had not been made.
NO NOTICE OF POLL
No notice need be given of a poll not taken forthwith 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
specifying the time and place at which the poll is to be taken.
VOTES OF JOINT HOLDERS
In the case of joint holders 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 seniority shall be determined by the
order in which the names of the holders stand in the register of members.
VOTING ON BEHALF OF INCAPABLE MEMBER
A member in respect of whom an order has been made by any court having
jurisdiction (whether in the United Kingdom or elsewhere) in matters
concerning mental disorder may vote, whether on a show of hands or on a
poll, by his receiver, curator bonis or other person authorised in that behalf
appointed by that court, and any such receiver, curator bonis or other person
may, on a poll, vote by proxy. Evidence to the satisfaction of the board of
the authority of the person claiming to exercise the right to vote shall be
deposited at the office, or at such other place as is specified in accordance
with the articles for the deposit of instruments of proxy, not less than
forty-eight hours before the time appointed for holding the meeting or
adjourned meeting at which the right to vote is to be exercised and in
default the right to vote shall not be exercisable.
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65,
66.
67.
68.
740203_2
NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES
No member shall vote at any general meeting or at any separate meeting of
the holders of any class of shares in the company, either in person or by
proxy, in respect of any share held by him unless all moneys presently
payable by him in respect of that share have been paid.
OBJECTIONS OR ERRORS IN VOTING
If:-
(A) — any objection shall be raised to the qualification of any voter, or
(B) any votes have been counted which ought not to have been counted
or which might have been rejected, or
(C) any votes are not counted which ought to have been counted,
the objection or error shall not vitiate the decision of the meeting or
adjourned meeting on any resolution unless it is raised or pointed out at the
meeting or, as the case may be, the adjourned meeting at which the vote
objected to is given or tendered or at which the error occurs. Any objection
or error shall be referred to the chairman and shall only vitiate the decision
of the meeting on any resolution if the chairman decides that the same may
have affected the decision of the meeting. The decision of the chairman on
such matters shall be conclusive.
PROXIES
APPOINTMENT OF PROXY
On a poll votes may be given either personally or by proxy. A member may
appoint more than one proxy to attend on the same occasion.
FORM OF PROXY
An instrument appointing a proxy shall be in writing, executed by or on
behalf of the appointor and shall be in the following form (or in a form as
near thereto as circumstances allow or in any other form which is usual or
which the board may approve):-
“Consignia ple
I/We, , of , being
a member/members of the above-named company, hereby appoint
of , or failing him,
of as my/our proxy to vote in my/our name[{s] and on
my/our behalf at the annual/extraordinary general meeting of the company
to be held on 20, and at any adjournment thereof.
30
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Signed on 20 .”
INSTRUCTIONS TO PROXY
Where it is desired to afford members an opportunity of instructing the
proxy how he shall act the instrument appointing a proxy shall be in the
following form (or in a form as near thereto as circumstances allow or in
any other form which is usual or which the board may approve) -
“Consignia ple
/We, » of ’
being a member/members of the above-named company, hereby appoint
of , or failing him,
of , as my/our proxy to vote in my/our name[s] and on
my/our behalf at the annual/extraordinary general meeting of the company
to be held on 20, and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as
follows:
Resolution No.1 *for *against
Resolution No.2 *for *against.
*Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain
from voting.
Signed on 20.”
DELIVERY OF PROXIES
The instrument appointing a proxy and any authority under which it is
executed or a copy of such authority certified notarially or in some other
way approved by the board may -
(A) be deposited at the office or at such other place within the United
Kingdom as is specified in the notice convening the meeting or in
any instrument of proxy sent out by the company in relation to the
meeting not less than 48 hours before the time for holding the
meeting or adjourned meeting at which the person named in the
instrument proposes to vote; or
(B) in the case of a poll taken more than forty-eight hours after it is
demanded, be deposited as aforesaid after the poll has been
demanded and not less than twenty-four hours before the time
appointed for the taking of the poll; or
31
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71.
72.
73.
740203_2
(C) where the poll is not taken forthwith but is taken not more than
forty-eight hours after it was demanded, be delivered at the meeting
at which the poll was demanded to the chairman or to the secretary or
to any director,
and an instrument of proxy which is not deposited or delivered in a manner
so permitted shall be invalid. The directors may at their discretion treat a
faxed or other machine made copy of an instrument appointing a proxy as
such an instrument for the purpose of this article.
CANCELLATION OF PROXY’S AUTHORITY
A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a poll
unless notice of the determination was received by the company at the office
or at such other place at which the instrument of proxy was duly deposited
before the commencement of the meeting or adjourned meeting at which the
vote is given or the poll demanded or (in the case of a poll taken otherwise
than on the same day as the meeting or adjourned meeting) the time
appointed for taking the poll.
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
NUMBER OF DIRECTORS
Unless otherwise determined by ordinary resolution and subject to the
articles, the number of directors (other than alternate directors) shall not be
subject to any maximum but shall be not less than two.
ALTERNATE DIRECTORS
(A) Any director (other than an alternate director) may appoint any other
director, or, subject to the articles, any other person approved by
resolution of the board and willing to act, to be an alternate director
and may remove from office an alternate director so appointed by
him.
(B) An alternate director shail be entitled to receive notice of all meetings
of the board and of all meetings of committees of the board of which
his appointor is a member, to attend and vote at any such meeting at
which the director appointing him is not personally present, and
generally to perform all the functions of his appointor as a director in
his absence but shall not be entitled to receive any remuneration from
the company for his services as an alternate director. But it shall not
be necessary to give notice of such a meeting to an alternate director
who is absent from the United Kingdom.
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74,
75.
740203_2
(C) An alternate director shall cease to be an alternate director if his
appointor ceases to be a director; but, if a director retires but is
reappointed or deemed to have been reappointed at the meeting at
which he retires, any appointment of an alternate director made by
him which was in force immediately prior to his retirement shall
continue after his reappointment.
(D) Any appointment or removal of an alternate director shall be by
notice to the company signed by the director making or revoking the
appointment or in any other manner approved by the board.
(E) Save as otherwise provided in the articles, an alternate director shall
be deemed for all purposes to be a director and shall alone be
responsible for his own acts and defaults and he shall not be deemed
to be the agent of the director appointing him.
PERSONS ELIGIBLE AS DIRECTORS
No person shall be appointed or reappointed a director at any general
meeting unless -
(A) _ he is recommended by the directors; or
(B) not less than fourteen nor more than thirty-five clear days before the
date appointed for the meeting, notice executed by a member
qualified to vote at the meeting has been given to the company of the
intention to propose that person for appointment or reappointment
stating the particulars which would, if he were so appointed or
reappointed, be required to be included in the company’s register of
directors together with notice executed by that person of his
willingness to be appointed or reappointed.
NOTICE OF APPOINTMENT OR REAPPOINTMENT
Not less than seven nor more than twenty-eight clear days before the date
appointed for holding a general meeting notice shall be given to all who are
entitled to receive notice of the meeting of any person who is recommended
by the directors for appointment or reappointment as a director at the
meeting or in respect of whom notice has been duly given to the company
of the intention to propose him at the meeting for appointment or
reappointment as a director. The notice shall give the particulars of that
person which would, if he were so appointed or reappointed, be required to
be included in the company’s register of directors.
33
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76.
77.
78.
79.
740203_2
I
POWER OF BOARD TO APPOINT DIRECTORS
Subject to the articles, the board may appoint a person who is willing to act
to be a director, either to fill a vacancy or as an additional director, provided
that the appointment does not cause the number of directors to exceed any
number fixed by or in accordance with the articles as the maximum number
of directors. A director so appointed shall hold office only until the next
following annual general meeting. If not reappointed at such annual general
meeting, he shall vacate office at the conclusion thereof.
NO AGE LIMIT OR SHARE QUALIFICATION
No director shall be required to retire or vacate his office, and no person
shall be ineligible for appointment as a director, by reason of his having
attained any particular age. No shareholding qualification for directors shall
be required.
POSITION OF RETIRING DIRECTORS
Subject as aforesaid, a director who retires at an annual general meeting
may, if willing to act, be reappointed. If he is not reappointed, he shall
retain office until the meeting appoints someone in his place, or if it does
not do so, until the end of the meeting.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
(A) Without prejudice to the provisions of the Act or the articles, the
company may, by extraordinary resolution, remove a director before
the expiry of his period of office (but such removal shall be without
prejudice to any claim to damages for breach of any contract of
service between the director and the company) and, subject to the
articles, may, by ordinary resolution, appoint another person instead
of him.
(B) The office of a director shall be vacated if -
(a) he ceases to be a director by virtue of any provision of the Act
or he becomes prohibited by law from being a director; or
(b) he becomes bankrupt or makes any arrangement or
composition with his creditors generally; or
(c) he is, or may be, suffering from mental disorder and either -
(i) he is admitted to hospital in pursuance of an application
for admission for treatment under the Mental Health
Act 1983 or, in Scotland, an application for admission
under the Mental Health (Scotland) Act 1960, or
34
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80.
740203_2
(ii) an order is made by a court having jurisdiction (whether
in the United Kingdom or elsewhere) in matters
concerning mental disorder for his detention or for the
appointment of a receiver, curator bonis or other person
to exercise powers with respect to his property or
affairs; or
(d) _ he resigns his office by notice to the company;
(e) he is removed pursuant to article 79(A) or 80; or
(f) he shall for more than six consecutive months have been
absent without permission of the board from meetings of the
board held during that period and the directors resolve that his
office be vacated.
If the office of a director is vacated for any reason, he shall cease to be a
member of any committee or sub-committee of the board.
APPOINTMENT OF CHAIRMAN, DIRECTORS AND EXECUTIVES
(A)
(B)
Initial Period
Without prejudice to article 80(B) below, until the time specified
below, the Special Shareholder shall have the right to appoint the
directors of the company (including, without limitation, the chairman
of the board), to designate the executive offices of the company, to
make appointments to those offices and to agree the terms and
conditions (including remuneration) of such executive appointments.
The power granted by this article 80(A) shall expire immediately
upon the dissolution of the Post Office pursuant to and in accordance
with the power granted under section 75(2) of the Postal Services
Act, without prejudice to any appointments previously made.
Future Appointments
Without prejudice to article 80(A) above, the Special Shareholder
shall be entitled from time to time to appoint and to remove any
person as a director of the company (including, without limitation,
the chairman of the board) by notice in writing delivered to the
company and signed on behalf of the Special Shareholder. The
chairman shall be required to consult with and obtain the approval of
the Special Shareholder in relation to the appointment and the
removal of any person as director.
35
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81.
82.
740203_2
POWERS OF THE BOARD
GENERAL POWERS OF COMPANY VESTED IN THE BOARD
Subject to the provisions of the Act, the memorandum and the articles, the
business of the company shall be managed by the board who may exercise
all the powers of the company. No alteration of the memorandum or articles
and no such direction shall invalidate any prior act of the board which
would have been valid if that alteration had not been made or that direction
had not been given. The powers given by this article shall not be limited by
any special power given to the board by the articles and a meeting of the
board at which a quorum is present may exercise all powers exercisable by
the board.
STRATEGIC PLAN
(A)
(B)
Preparation and approval of Strategic Plan
No later than 31 December each year (or such other time as the
Special Shareholder may from time to time agree with the board) the
board shall submit to the Special Shareholder a draft Strategic Plan in
relation to the group for the following five financial years, complying
with the principles set out in article 82(C) below.
Consultation with the Special Shareholder
(a)
(b)
Further information
Within 10 business days (or such other time as the Special
Shareholder may from time to time agree with the board)
following receipt by the Special Shareholder of the draft
Strategic Plan pursuant to article 82(A) above, the Special
Shareholder shall be entitled to request such further
information as may reasonably be necessary in order for it to
reach an informed view as to the content, reasonableness and
prudence of the draft Strategic Plan. The board shall, in so far
as it is able to do so, comply with any such request within 10
business days of its receipt (or such other time as the Special
Shareholder may from time to time agree with the board).
Consultation
Following the receipt by the Special Shareholder of the draft
Strategic Plan pursuant to article 82(A) above, and, as
appropriate, any further information supplied pursuant to
article 82(B)(a) above, the Special Shareholder and the board
shall promptly consult upon the content of the plan (such
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(c)
(d)
consultation period to end no later than 20 Business Days (or
such other time as the Special Shareholder may from time to
time agree with the board) after receipt by the Special
Shareholder of the draft Strategic Plan and further information
provided pursuant to article 82(B)(a) as the case may be).
Approval
The Special Shareholder shall within 20 Business days (or
such other time as the Special Shareholder may from time to
time agree with the board) of the end of the consultation period
referred to in article 82(B)(b) above, approve the Strategic
Plan, subject to such qualifications as the Special Shareholder
may determine, or shall inform the board of its reasons for not
approving the Strategic Plan, in which event the Special
Shareholder shall request that the board prepare a new
Strategic Plan to be submitted to the Special Shareholder
within such time as shall be agreed with the Special
Shareholder and in respect of which the provisions of this
article 82 shall apply (mutatis mutandis).
Amendments to the Strategic Plan
The board may from time to time request any changes to be
made to any Strategic Plan approved by the Special
Shareholder. Any such request shall be made to the Special
Shareholder. The Special Shareholder may request further
information and consult with the board about the proposed
change in accordance with articles 82(B)(a) and (b) above, and
shall then approve (or reject) the change in accordance with
article 82(B)(c).
(C) Principles Governing the Strategic Plan
(a)
Fundamental Objectives:
The Strategic Plan shall:
(i) clearly set out the group’s objectives and contain such
information as can reasonably be expected to enable the
Special Shareholder to give consideration to the
strategic direction of the group’s activities; and
(ii) provide targets, expressed in terms of both cashflow and
accounting rate of return and sufficient other financial
information in order to enable the Special Shareholder
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to set the group’s profit target and dividend floor and
consider the framework of the group’s borrowings.
(b) In particular the Strategic Plan shall:
()
(ii)
(iii)
(iv)
include a statement of the overall commercial direction
and goals of the group;
summarise the way in which it has evolved from the
previous Strategic Plan, including a high level
evaluation of the value added by the new Strategic Plan;
analyse the commercial and regulatory environment in
which the group operates, including the board’s view of
the way in which the market is evolving and the
development of competitors’ activities;
set out the group’s strategic response to the commercial
and regulatory environment, including:
(a) _ its principal strategic options;
(b) its proposals for meeting the universal service
obligation;
(c) its proposals for managing the nationwide
network of post offices;
(d) _ the key issues to be resolved in the Strategic Plan
for the following financial year;
(e) its strategic approach to remuneration of
employees, including an expected ceiling on the
aggregate level of employee remuneration; and
(f) the resources needed, in particular personnel,
technology and funding;
(g) its high level financial and performance
projections, at both the corporate and line-of-
business level, with sensitivity analyses of the
major risks;
(h) outline possibilities and plans for entering into
partnerships and alliances;
(i) clear performance indicators which will enable
the group’s performance, in achieving its strategic
objectives, to be measured; and
38
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83.
84.
85.
740203_2
(j) any proposals for entering into relevant
transactions or for making any substantial
alterations in the nature of the business carried on
by any member of the group.
(D) Quarterly Information and Performance
The board shall prepare and discuss each quarter progress reports of
the group’s performance in relation to the Strategic Plan, and at the
end of each quarter submit to the Special Shareholder its assessment
of the group’s performance in comparison with the Strategic Plan.
(E) Variations from Strategic Plan
If the information provided pursuant to article 82(D) above
demonstrates a significant departure from the Strategic Plan, the
board shall prepare a revised Strategic Plan for the remainder of the
relevant financial year and the following four years which shall be
submitted to the Special Shareholder within such time as shall be
agreed with the Special Shareholder. The provisions of article
82(B)9d) above shall apply to such revised Strategic Plan.
(F) — Effect of Approval of Strategic Plan
The approval of any Strategic Plan shall be deemed to be an approval
of any matter within that Strategic Plan which would have required
approval in accordance with article 12.1 if such matter is specifically
identified with reasonable detail in that Strategic Plan as being
proposed for approval in accordance with that aforementioned article.
BORROWING POWERS
The board may exercise all the powers of the company to borrow and to
mortgage or charge all or any part of the undertaking, property and assets
(present and future) and uncalled capital of the company, but subject to the
restrictions contained in the articles.
APPOINTMENT OF AGENT
The board may, by power of attorney or otherwise, appoint any person to be
the agent of the company for such purposes and on such conditions as it
determine, including authority for the agent to delegate all or any of his
powers.
POWER TO PROVIDE FOR EMPLOYEES
The board may by resolution exercise any power conferred by the Act to
make provision for the benefit of persons employed or formerly employed
39
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87.
88.
89.
90.
740203_2
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by the company or any of its subsidiaries in connection with the cessation or
the transfer to any person of the whole or part of the undertaking of the
company or that subsidiary.
POWER TO RECEIVE UNCALLED MONEYS
The board may, if it thinks fit, receive from any member willing to advance
the same all or any part of the moneys uncalled and remaining unpaid on
any shares held by him.
DELEGATION OF THE BOARD’S POWERS
The board may delegate any of its powers to any committee consisting of
one or more directors with power to sub-delegate. It may also delegate to
any managing director or any director holding any other executive office
such of its powers as it considers desirable to be exercised by him. Any
such delegation may be made subject to any conditions the board may
impose, and either collaterally with or to the exclusion of its own powers
and may be revoked or altered. Subject to any such conditions, the
proceedings of a committee with two or more members shall be governed
by the articles regulating the proceedings of the board so far as they are
capable of applying.
REMUNERATION OF DIRECTORS
DIRECTORS’ FEES
Subject to the articles, each of the directors shall be paid a fee at such rate as
may from time to time be determined by the board provided that the
aggregate of all fees so paid to directors (excluding amounts payable under
any other provision of these articles) shall not exceed £300,000 per annum
or such higher amount as may from time to time be decided by ordinary
resolution of the company.
ADDITIONAL REMUNERATION
Subject to the articles, any director who performs services which in the
opinion of the board or any committee authorised by the board go beyond
the ordinary duties of a director may be paid such extra remuneration
(whether by way of salary, commission, participation in profits or
otherwise) as the board or any committee authorised by the board may in its
discretion decide in addition to any remuneration provided for by or
pursuant to any other article.
DIRECTORS’ EXPENSES
The directors may be paid all travelling, hotel, and other expenses properly
incurred by them in connection with their attendance at board meetings or
40
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91.
92.
93.
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committees of directors or general meetings or separate meetings of the
holders of any class of shares or of debentures of the company or otherwise
in connection with the discharge of their duties.
DIRECTORS’ APPOINTMENTS AND INTERESTS
MANAGING DIRECTOR AND EXECUTIVE OFFICE
Subject to the provisions of the Act and the articles, the directors may
appoint one or more of their number to the office of managing director or to
any other executive office under the company and may enter into an
agreement or arrangement with any director for his employment by the
company or for the provision by him of any services outside the scope of
the ordinary duties of a director. Any such appointment, agreement or
arrangement may be made upon such terms as the directors determine and
they may remunerate any such director for his services as they think fit.
Any appointment of a director to an executive office shall terminate if he
ceases to be a director but without prejudice to any claim to damages for
breach of the contract of service between the director and the company.
DIRECTORS’ INTERESTS
Subject to the provisions of the Act, and provided that he has disclosed to
the board the nature and extent of any material interest of his, a director
notwithstanding his office:-
(A) may be a party to, or otherwise interested in, any transaction or
arrangement with the company or in which the company is otherwise
interested;
(B) may be a director or other officer of, or employed by, or a party to
any transaction or arrangement with, or otherwise interested in, any
body corporate promoted by the company or in which the company is
otherwise interested; and
(C) _ shall not, by reason of his office, be accountable to the company for
any benefit which he derives from any such office or employment or
from any such transaction or arrangement or from any interest in any
such body corporate and no such transaction or arrangement shall be
liable to be avoided on the ground of any such interest or benefit.
NOTICE OF INTERESTS
For the purposes of article 92 -
(A) a general notice given to the board that a director is to be regarded as
having an interest of the nature and extent specified in the notice in
any transaction or arrangement in which a specified person or class of
a
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persons is interested shall be deemed to be a disclosure that the
director has an interest in any such transaction of the nature and
extent so specified; and
(B) an interest of which a director has no knowledge and of which it is
unreasonable to expect him to have knowledge shall not be treated as
an interest of his.
DIRECTORS’ GRATUITIES AND PENSIONS
DIRECTORS’ GRATUITIES AND PENSIONS
Subject to the articles, the board may exercise all the powers of the
company to provide benefits, either by the payment of gratuities or pensions
or by insurance or in any other manner whether similar to the foregoing or
not, for any director or former director or the relations, connections or
dependants of any director or former director who holds or has held any
executive office or employment with the company or with any body
corporate which is or has been a subsidiary of the company or with a
predecessor in business of the company or of any such body corporate and
may contribute to any fund and pay premiums for the purchase or provision
of any such benefit. No director or former director shall be accountable to
the company or the members for any benefit provided pursuant to this
article and the receipt of any such benefit shall not disqualify any person
from being or becoming a director of the company.
PROCEEDINGS OF DIRECTORS
BOARD MEETINGS
Subject to the provisions of the articles, the board may regulate its
proceedings as it thinks fit. A director may, and the secretary at the request
of a director shall, call a meeting of the board.
NOTICE
Notice of a meeting of the board shall be deemed to be properly given to a
director if it is given to him personally or by word of mouth or sent in
writing to him at his last known address or any other address given by him
to the company for this purpose, or by any other means authorised in
writing by the director concerned. Notice shall be given in this manner to all
directors including any director who is for the time being absent from the
United Kingdom. A director may waive notice of any meeting either
prospectively or retrospectively.
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97.
98.
99.
100.
101.
740203_2
VOTING
Questions arising at a meeting shall be decided by a majority of votes. In
the case of an equality of votes, the chairman shall have a second or casting
vote. A director who is also an alternate director shall be entitled in the
absence of his appointor to a separate vote on behalf of his appointor in
addition to his own vote.
QUORUM
The quorum for the transaction of the business of the board may be fixed by
the board and unless so fixed at any other number shall be two. A person
who holds office only as an alternate director shall, if his appointor is not
present, be counted in the quorum.
DIRECTORS BELOW MINIMUM THROUGH VACANCIES
The continuing directors or a sole continuing director may act
notwithstanding any vacancies in their number, but, if the number of
directors is less than the number fixed as the quorum, the continuing
directors or director may act only for the purpose of filling vacancies or of
calling a general meeting.
CHAIRMAN
The chairman shall be the person appointed pursuant to article 80. In the
absence of such appointment the directors may appoint one of their number
to be the chairman or the deputy chairman of the board and may at any time
remove him from that office. Unless he is unwilling to do so, the chairman
or failing him the deputy chairman shall preside at every meeting of the
board at which he is present. But if there is no director holding that office,
or if the director holding it is unwilling to preside or if neither the chairman
nor deputy chairman is present within five minutes after the time appointed
for the meeting, the directors present may appoint one of their number to be
chairman of the meeting.
VALIDITY OF ACTS OF BOARD OR COMMITTEE
All acts done by the board, or by a committee of directors, or by a person
acting as a director or member of a committee shall, notwithstanding that it
be afterwards discovered that there was a defect in the appointment of any
director or member of a committee or person so acting or that any of them
were disqualified from holding office, or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly appointed
and was qualified and had continued to be a director or member of the
committee and had been entitled to vote.
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102.
103.
104,
740203_2
RESOLUTION IN WRITING
A resolution in writing signed by all the directors entitled to receive notice
of a meeting of the board (if that number is sufficient to constitute a
quorum) or by all the members of a committee of directors shall be as valid
and effectual as if it had been passed at a board meeting or (as the case may
be) a committee of directors duly convened and held and may consist of
several documents in the like form each signed by one or more directors;
but a resolution signed by an alternate director need not also be signed by
his appointor and, if it is signed by a director who has appointed an alternate
director, it need not be signed by the alternate director in that capacity.
PARTICIPATION IN BOARD MEETINGS BY TELEPHONE
All or any of the members of the board or any committee of the board may
participate in a board meeting 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. A person so participating
shall be deemed to be present in person at the meeting and shall be entitled
to vote or be counted in a quorum accordingly. 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
then is.
PERMITTED INTERESTS AND VOTING
(A) I Save as otherwise provided by the articles, a director shall not vote at
a meeting of the board or of a committee of directors on any
resolution concerning a matter in which he has, directly or indirectly,
an interest or duty which is material and which conflicts or may
conflict with the interests of the company unless his interest or duty
arises only because the case falls within one or more of the following
paragraphs -
(i) the resolution relates to the giving to him of a guarantee,
security, or indemnity in respect of money lent to, or an
obligation incurred by him for the benefit of, the company or
any of its subsidiaries; and/or
(ii) the resolution relates to the giving to a third party of a
guarantee, security, or indemnity in respect of an obligation of
the company or any of its subsidiaries for which the director
has assumed responsibility in whole or part and whether alone
os jointly with others under a guarantee or indemnity or by the
giving of security; and/or
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(B)
(C)
(D)
(F)
(iii) his interest arises by virtue of his subscribing or agreeing to
subscribe for any shares, debentures or other securities of the
company or any of its subsidiaries, or by virtue of his being, or
intending to become, a participant in the underwriting or
sub-underwriting of an offer of any such shares, debentures, or
other securities by the company or any of its subsidiaries for
subscription, purchase or exchange; and/or
(iv) the resolution relates in any way to a retirement benefits
scheme which has been approved, or is conditional upon
approval, by the Board of Inland Revenue for taxation
purposes.
For the purposes of this article, an interest of a person who is, for any
purpose of the Act (excluding any statutory modification thereof not
in force when this article becomes binding on the company),
connected with a director shall be treated as an interest of the director
and, in relation to an alternate director, an interest of his appointor
shall be treated as an interest of the alternate director without
prejudice to any interest which the alternate director has otherwise.
A director shall not be counted in the quorum present at a meeting in
relation to a resolution on which he is not entitled to vote.
The company may by ordinary resolution suspend or relax to any
extent, either generally or in respect of any particular matter, any
provision of the articles prohibiting a director from voting at a
meeting of the board or of a committee of directors.
Where proposals are under consideration concerning the appointment
of two or more directors to offices or employments with the company
or any body corporate in which the company is interested the
proposals may be divided and considered in relation to each director
separately and (provided he is not for another reason precluded from
voting) each of the directors concerned shall be entitled to vote and
be counted in the quorum in respect of each resolution except that
concerning his own appointment.
If a question arises at a meeting of the board or of a committee of
directors as to the right of a director to vote, the question may, before
the conclusion of the meeting, be referred to the chairman of the
meeting and his ruling in relation to any director other than himself
shall be final and conclusive.
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106.
107.
108.
740203_2
SECRETARY
APPOINTMENT AND REMOVAL OF COMPANY SECRETARY
Subject to the provisions of the Act, the secretary shall be appointed by the
directors for such term, at such remuneration and upon such conditions as
they may think fit; and any secretary so appointed may be removed by
them.
MINUTES
KEEPING OF MINUTES
The directors shall cause minutes to be made in books kept for the purpose -
(A) _ of all appointments of officers made by the directors; and
(B) _ of all proceedings at meetings of the company, of the holders of any
class of shares in the company, and of the board, and of committees
of directors, including the names of the directors present at each such
meeting.
THE SEAL
USE OF SEALS
The seal shall only be used by the authority of the board or of a committee
of directors authorised by the board. The board may determine who shall
sign any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a director and by the secretary or by a
second director.
DIVIDENDS
DECLARATION OF DIVIDENDS
Subject to the provisions of the Act and the articles, the company may by
ordinary resolution declare dividends in accordance with the respective
rights of the members, but no dividend shall exceed the amount
recommended by the board. The aggregate dividends paid in any
accounting period of the company shall not exceed the greater of 40 per
cent. of the company’s net profits after tax in such accounting period and
any dividend floor set by the Special Shareholder for such accounting
period (as communicated by the Special Shareholder to the company in
writing at the same time or immediately after the Special Shareholder
approves the Strategic Plan (in accordance with these articles) for the five
financial years commencing with such accounting period).
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110.
111.
112.
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PAYMENT OF INTERIM AND FIXED DIVIDENDS BY BOARD
Subject to the provisions of the Act and the articles, the board may pay
interim dividends if it appears to it that they are justified by the profits of
the company available for distribution. If the share capital is divided into
different classes, the board may pay interim dividends on shares which
confer deferred or non-preferred rights with regard to dividend as well as on
shares which confer preferential rights with regard to dividend, but no
interim dividend shall be paid on shares carrying deferred or non-preferred
rights if, at the time of payment, any preferential dividend is in arrear. The
board may also pay at intervals settled by them any dividend payable at a
fixed rate if it appears to them that the profits available for distribution
justify the payment. Provided the directors act in good faith they shall not
incur any liability to the holders of shares conferring preferred rights for any
loss they may suffer by the lawful payment of an interim dividend on any
shares having deferred or non-preferred rights.
CALCULATION OF DIVIDENDS
Except as otherwise provided by the rights attached to shares, all dividends
shall be declared and paid according to the amounts paid up on the shares
on which the dividend is paid. All dividends shall be apportioned and paid
proportionately to the amounts paid up on the shares during any portion or
portions of the period in respect of which the dividend is paid; but, if any
share is issued on terms provided that it shall rank for dividend as from a
particular date, that share shall rank for dividend accordingly.
DIVIDENDS NOT IN CASH
A general meeting declaring a dividend may, upon the recommendation of
the board, direct that it shall be satisfied wholly or partly by the distribution
of assets and, where any difficulty arises in regard to the distribution, the
board may settle the same and in particular may issue fractional certificates
and fix the value for distribution of any assets and may determine that cash
shall be paid to any member upon the footing of the value so fixed in order
to adjust the rights of members and may vest any assets in trustees.
PAYMENT OF DIVIDENDS
Any dividend or other moneys payable in respect of a share may be paid by
cheque sent by post to the registered address of the person entitled or, if two
or more persons are the holders of the share or are jointly entitled to it by
reason of the death or bankruptcy of the holder, to the registered address of
that one of those persons who is first named in the register of members or to
such person and to such address as the person or persons entitled may in
writing direct. Every cheque shall be made payable to the order of the
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114,
115.
116.
117,
118.
740203_2
person or persons entitled or to such other person as the person or persons
entitled may in writing direct and payment of the cheque shall be a good
discharge to the company. Any joint holder or other person jointly entitled
to a share as aforesaid may give receipts for any dividend or other moneys
payable in respect of the share.
NO INTEREST ON DIVIDENDS
No dividend or other moneys payable in respect of a share shall bear
interest against the company unless otherwise provided by the rights
attached to the share.
AMOUNTS DUE ON SHARES MAY BE DEDUCTED FROM DIVIDENDS
The board may deduct from any dividend or other moneys payable to a
member by the company on or in respect of any shares all sums of money
(if any) presently payable by him to the company on account of calls or
otherwise in respect of shares of the company.
FORFEITURE OF UNCLAIMED DIVIDENDS
Any dividend which has remained unclaimed for twelve years from the date
when it became due for payment shall, if the directors so resolve, be
forfeited and cease to remain owing by the company.
ACCOUNTS
RECORDS TO BE KEPT
The board shall cause to be kept accounting records sufficient to show and
explain the company’s transactions, and such as to disclose with reasonable
accuracy at any time the financial position of the company at that time, and
which accord with the Act.
INSPECTION OF RECORDS
No member shall (as such) have any right of inspecting any accounting
records or other book or document of the company except as conferred by
statute or authorised by the board or by ordinary resolution of the company.
CAPITALISATION OF PROFITS
POWER TO CAPITALISE RESERVES AND FUNDS
The board may with the authority of an ordinary resolution of the
company -
(A) _ subject as hereinafter provided, resolve to capitalise any undivided
profits of the company not required for paying any preferential
dividend (whether or not they are available for distribution) or any
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740203_2
(B)
()
(D)
(£)
sum standing to the credit of the company’s share premium account
or capital redemption reserve;
appropriate the sum resolved to be capitalised to the members 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 either in or towards paying up the amounts, if any, for the time
being unpaid on any shares held by them respectively, or 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; but the share
premium account, the capital redemption reserve, and any profits
which are not available for distribution may, for the purposes of this
article, only be applied in paying up unissued shares to be allotted to
members credited as fully paid;
resolve that any shares so allotted to any member in respect of a
holding by him of any partly paid shares shall so long as such shares
remain partly paid rank for dividend only to the extent that the latter
shares rank for dividend;
make such provision by the issue of fractional certificates or by
payment in cash or otherwise as they determine in the case of shares
or debentures becoming distributable under this article in fractions;
and
authorise any person to enter on behalf of all the members concerned
into an agreement with the company providing for the allotment to
them respectively, credited as fully paid, of any shares or debentures
to which they are entitled upon such capitalisation, any agreement
made under such authority being binding on all such members.
RECORD DATES
RECORD DATES
Notwithstanding any other provision of these articles, but without prejudice
to the rights attached to any shares, the company or the directors may fix a
date as the record date by reference to which a dividend will be declared or
paid or a distribution, allotment or issue made, and that date may be before,
on or after the date on which the dividend, distribution, allotment or issue is
declared, paid or made. Where such a record date is fixed, references in
these articles to a holder of shares or member to whom a dividend is to be
paid or a distribution, allotment or issue is to be made shall be construed
accordingly.
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121,
122.
123.
124,
740203_2
NOTICES
NOTICES IN WRITING
Any notice to be given to or by any person pursuant to the articles shall be
in writing except that a notice calling a meeting of the board need not be in
writing.
SERVICE OF NOTICES
Subject to the articles, the company may give any notice to a member either
personally or by sending it by post in a prepaid envelope addressed to the
member at his registered address or by leaving it at that address. In the case
of joint holders of a share, all notices shall be given to the joint holder
whose name stands first in the register of members in respect of the joint
holding and notice so given shall be sufficient notice to all the joint holders.
A member whose registered address is not within the United Kingdom and
who gives to the company an address within the United Kingdom at which
notices may be given to him shall be entitled to have notices given to him at
that address, but otherwise no such member shall be entitled to receive any
notice from the company.
DEEMED RECEIPT OF NOTICE BY MEMBERS PRESENT AT MEETING
A member present, either in person or by proxy, at any meeting of the
company or of the holders of any class of shares in the company shall be
deemed to have received notice of the meeting and, where requisite, of the
purposes for which it was called.
SHAREHOLDERS BOUND BY NOTICE
Every person who becomes entitled to a share shall be bound by any notice
in respect of that share which, before his name is entered in the register of
members, has been duly given to a person from whom he derives his title.
TIME OF SERVICE
Any notice or other document, if sent by the company by post, shall be
deemed to have been served or delivered twenty four hours after posting
and, in proving such service or delivery, it shall be sufficient to prove that
the notice or document was properly addressed, stamped and put in the post.
Subject to the articles, any notice or other document left by the company at
a registered address otherwise than by post, or sent by fax or telex or other
instantaneous means of transmission, shall be deemed to have been served
or delivered when it was so left or sent.
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126.
127.
740203_2
SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION
A notice may be given by the company to the persons entitled to a share in
consequence of the death or bankruptcy of a member by sending or
delivering it, in any manner authorised by the articles for the giving of
notice to a member, addressed to them by name, or by the title of
representatives of the deceased, or trustee of the bankrupt or by any like
description at the address, if any, within the United Kingdom supplied for
that purpose by the persons claiming to be so entitled. Until such an
address has been supplied, a notice may be given in any manner in which it
might have been given if the death or bankruptcy had not occurred.
WINDING UP
DISTRIBUTION OF ASSETS OTHERWISE THAN IN CASH
If the company is wound up, the liquidator may, with the sanction of an
extraordinary resolution of the company and any other sanction required by
the Act, divide among the members in specie the whole or any part of the
assets of the company and may, for that purpose, value any assets and
determine how the division shall be carried out as between the members or
different classes of members. The liquidator may, with the like sanction,
vest the whole or any part of the assets in trustees upon such trusts for the
benefit of the members as he with the like sanction determines, but no
member shall be compelled to accept any assets upon which there is a
liability.
INDEMNITY
INDEMNITY OF OFFICERS
Subject to the provisions of the Act, the company may indemnify any
director or other officer against any liability and may purchase and maintain
for any director or other officer insurance against any liability. Subject to
those provisions, but without prejudice to any indemnity to which the
person concerned may otherwise be entitled, every director or other officer
of the company shall be indemnified out of the assets of the company
against any liability incurred by him as a director or other officer of the
company, in defending any proceedings (whether civil or criminal) in which
judgment is given in his favour or he is acquitted or in connection with any
application under the Act in which relief is granted to him by the court.
For the purposes of this article no person appointed or employed by the
company as an auditor is an officer of the company.
51