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ROYAL MAIL HOLDINGS PLC
Company Number 4074919
Resolution Passed
8" December 2011
The Companies Act 2006
At a General Meeting of the above named company duly convened and held at
100 Victoria Embankment London EC4Y OHQ on Thursday 8” December 2011 the
following resolution was duly passed as a special resolution
Special Resolution
THAT the articles of association of the Company be altered as follows
That the regulations contained in the printed document ‘marked A’ submitted to this
meeting and for the purpose of identification, signed by the Chairman hereof be
approved and adopted as the articles of association of the company in substitution for
and to the exclusion of all the existing articles thereof
a ee
Chairman Date
man
13/42/2014 #114
COMPANIES HOUSE
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' Marked A‘
DRAFT FORM
Company No 4074919
NEW
ARTICLES OF ASSOCIATION
of
ROYAL MAIL HOLDINGS PLC :
(adopted by written resolution passed on 23 January 2003)
(amended by a special resolution passed on 10 March 2009 and a special resolution passed on
8" December 2011)
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Contents
1 EXCLUSION OF MODEL ARTICLES 7
2 DEFINITIONS. 7
3 LIMITED LIABILITY 10
4 RIGHTS ATTACHED TO SHARES 1
5 REDEEMABLE SHARES 4
6 PAYMENT OF COMMISSION an)
7 TRUSTS NOT RECOGNISED 14
8 VARIATION OF CLASS RIGHTS. 14
9 HOLDER OF THE SPECIAL SHARE 12
10 VARIATION OF SPECIAL SHARE RIGHTS 13
1 INFORMATION 25
12 NOTIFICATION 27
13 RIGHT TO SHARE CERTIFICATES 28
14 REPLACEMENT OF SHARE CERTIFICATES 28
15 COMPANY'S LIEN ON SHARES NOT FULLY PAID 28
16 ENFORCING LIEN BY SALE 28
7 APPLICATION OF PROCEEDS OF SALE 29
18 CALLS 29
19 LIABILITY OF JOINT HOLDERS 29
20 INTEREST DUE ON NON-PAYMENT 29
21 SUMS DUE ON ALLOTMENT TREATED AS CALLS 29
22 POWER TO DIFFERENTIATE 30
23 NOTICE IF CALL OR INSTALMENT NOT PAID 30
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FORFEITURE FOR NON-COMPLIANCE WITH NOTICE
SALE OF FORFEITED SHARES
ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
STATUTORY DECLARATION AS TO FORFEITURE
EXECUTION OF TRANSFER
RIGHT TO DECLINE REGISTRATION
NO FEE FOR REGISTRATION
RETENTION OF INSTRUMENT OF TRANSFER
TRANSMISSION ON DEATH
ELECTION OF PERSON ENTITLED BY TRANSMISSION
RIGHTS OF PERSON ENTITLED BY TRANSMISSION
SUB-DIVISION
FRACTIONS
OMISSION OR NON-RECEIPT OF NOTICE
POSTPONEMENT OF GENERAL MEETINGS
QUORUM
PROCEDURE IF QUORUM NOT PRESENT
CHAIRMAN OF GENERAL MEETING
ORDERLY CONDUCT
ENTITLEMENT TO ATTEND AND SPEAK
ADJOURNMENTS
AMENDMENTS RULED OUT OF ORDER
VOTES OF MEMBERS
METHOD OF VOTING
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PROCEDURE IF POLL NOT DEMANDED
WITHDRAWAL OF DEMAND FOR POLL
PROCEDURE IF POLL DEMANDED
WHEN POLL TO BE TAKEN
NO NOTICE OF POLL
VOTES OF JOINT HOLDERS
VOTING ON BEHALF OF INCAPABLE MEMBER
NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES.
OBJECTIONS OR ERRORS IN VOTING
APPOINTMENT OF PROXY
FORM OF PROXY
INSTRUCTIONS TO PROXY
DELIVERY OF PROXIES
CANCELLATION OF PROXY'S AUTHORITY
NUMBER OF DIRECTORS
ALTERNATE DIRECTORS
PERSONS ELIGIBLE AS DIRECTORS
NOTICE OF APPOINTMENT OR REAPPOINTMENT
POWER OF BOARD TO APPOINT DIRECTORS
POSITION OF RETIRING DIRECTORS
DISQUALIFICATION AND REMOVAL OF DIRECTORS.
APPOINTMENT OF CHAIRMAN AND DIRECTORS
GENERAL POWERS OF COMPANY VESTED IN THE BOARD
STRATEGIC PLAN
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BORROWING POWERS
APPOINTMENT OF AGENT
POWER TO PROVIDE FOR EMPLOYEES,
POWER TO RECEIVE UNCALLED MONEYS
DELEGATION OF THE BOARD'S POWERS.
DIRECTORS' FEES
ADDITIONAL REMUNERATION
DIRECTORS’ EXPENSES
MANAGING DIRECTOR AND EXECUTIVE OFFICE
CONFLICTS OF INTEREST REQUIRING BOARD AUTHORISATION
OTHER CONFLICTS OF INTEREST
DIRECTORS’ GRATUITIES AND PENSIONS
BOARD MEETINGS
NOTICE
VOTING
QUORUM
DIRECTORS BELOW MINIMUM THROUGH VACANCIES
CHAIRMAN
VALIDITY OF ACTS OF BOARD OR COMMITTEE
RESOLUTION IN WRITING
PARTICIPATION IN BOARD MEETINGS BY TELEPHONE
PERMITTED INTERESTS AND VOTING
APPOINTMENT AND REMOVAL OF COMPANY SECRETARY
KEEPING OF MINUTES
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DECLARATION OF DIVIDENDS
PAYMENT OF INTERIMAND FIXED DIVIDENDS BY BOARD
CALCULATION OF DIVIDENDS
DIVIDENDS NOT IN CASH
PAYMENT OF DIVIDENDS.
NO INTEREST ON DIVIDENDS
AMOUNTS DUE ON SHARES MAY BE DEDUCTED FROM DIVIDENDS
FORFEITURE OF UNCLAIMED DIVIDENDS
RESERVES AND SECTION 72 OF THE POSTAL SERVICES ACT 2000
RECORDS TO BE KEPT
INSPECTION OF RECORDS.
POWER TO CAPITALISE RESERVES AND FUNDS
RECORD DATES
NOTICES IN WRITING
SERVICE OF NOTICES
DEEMED RECEIPT OF NOTICE BY MEMBERS PRESENT AT MEETING
SHAREHOLDERS BOUND BY NOTICE
TIME OF SERVICE
SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION
DISTRIBUTION OF ASSETS OTHERWISE THAN IN CASH
INDEMNITY OF DIRECTORS
ARTICLES SUBJECT TO RELEVANT LAW
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Company No 4074919
NEW ARTICLES OF ASSOCIATION
of
Royal Mail Holdings pic
(adopted by written resolution passed on 23 January 2003)
(amended by a special resolution passed on 10 March 2009 and a special resolution passed on
8" December 2011)
INTERPRETATION
EXCLUSION OF MODEL ARTICLES
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
DEFINITIONS
In these articles unless the context otherwise requires -
“the Act" means the Companies Act 2006 (including any orders, regulations or other
subordinate legislation made under them) to the extent from time to time in force,
“the articles" means these articles of association 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 1s given or deemed to be given and the day for which it is given or on
which tt Is to take effect,
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“core business" means postal services as specified in section 27 of the Postal
Services Act 2011 and any services within the scope of the universal postal service as
set out in section 40 of the Postal Services Act 2011,
"executed" includes any mode of execution,
“government securities” means such securities, cash deposits, investments or assets
as the company may agree in writing with the Special Shareholder from time to time,
“group” means the company and its subsidiary undertakings (as defined in Section
1162 of the Companies Act 2006) 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 10 1(Q) is 10 per cent or more,
“member” means a member of the company,
“memorandum” means the Memorandum of Association of the company,
“network subsidiary” means any subsidiary of the company (other than a universal
postal service provider) which 1s, or any of whose wholly owned subsidiartes 1s,
engaged in the provision of a network of places from which postal services and/or
services provided under arrangements between a UK government department and that
subsidiary or any of its wholly owned subsidiaries, are provided directly to the public,
“office” means the registered office of the company,
“Primary Territories” means all those countries or parts of the world being members of
the Organisation for Economic Co-operation and Development, and (whether or not the
same are or become members of the said organization) each of the Isle of Man, the
Channel Islands and Gibraltar, together with such other terntories as shall be agreed in
writing between the Special Shareholder and the company,
“public holiday" has the meaning given to that term in the Postal Services Act 2000,
“purchased out of public funds” means purchased in whole or in part out of moneys
(a) loaned by the Secretary of State
() to the Post Office under Section 37 of the Post Office Act 1969,
or
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(u) to the company or a member of the group under Section 68 of
the Postal Services Act 2000, or
(ui) under Section 79(2) of the Postal Services Act 2011, or
(b) invested by the Government in the company or a member of the group
under Section 64 of the Postal Services Act 2000,
“the register" means the register of members of the company,
“Relevant Issue” has the meaning given to that term in Article 12(D),
“relevant subsidiary” means a subsidiary that is either a universal postal service
provider or a network subsidiary,
“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
(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,
“Secondary Territories” means all those countnes or parts of the world not within the
Primary Territories,
“Secretary of State" means one of Her Majesty's Secretaries of State,
“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 15 of the Postal Services
Act 2011,
“shares” shall be interpreted in accordance with section 15 of the Postal Services Act
2011,
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“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 and overall strategic
direction of the group described in Article 71,
"Trade Marks" means the trade marks "The Post Office”, "Royal Mail" and
“Parcelforce Worldwide" anywhere in the world,
“the United Kingdom” means Great Britain and Northern Ireland, and
“universal postal service provider” means a subsidiary designated as the universal
service provider under section 35 of the Postal Services Act 2011
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 Subyect to the foregoing
sentence, references to any provision of any enactment or any subordinate legislation
(as defined by section 21(1) of the Interpretation Act 1978) include any modification or
re-enactment of that provision for the time being in force
References to “writing” include references to any method of representing or
reproducing words in a legible and non-transitory form, whether in electronic form or
otherwise
References in Articles 81, 82 and 93 to (1) a contract include references to any proposed
contract and to any transaction or arrangement or proposed transaction or arrangement
whether or not constituting a contract, and (11) a conflict of interest include a conflict of
interest and duty and a conflict of duties
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 1
absence of any express provision to the contrary) apply with such modification as may I
be necessary in relation to the company I
LIMITED LIABILITY
LIMITED LIABILITY
The lability of members of the company ts limited to the amount, if any, unpaid on the
shares in the company held by them
1
SHARE CAPITAL
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 nghts 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
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 the holder
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
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
VARIATION OF CLASS RIGHTS
Subject to the provisions of the Act, if at any time the capital of the company ts 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 (excluding
any shares of that class held as treasury shares), or with the sanction of a
special resolution passed at a separate general meeting of the holders of the
shares of that class,
but not otherwise The provisions of these articles relating to general meetings shall,
with any necessary modifications, apply to every such separate general 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 (excluding any shares of that class
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12
held as treasury shares) 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) On a 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
(D) The Special Shareholder shall be entitled at any time to require
(a) the directors to declare and pay a dividend to the holders of the shares
and the Special Shareholder (or their nominees) in accordance with
their respective rights as members, and/or
(b) the company to procure that any of the members of the group declare
and pay a dividend to its shareholders
of such an amount and to be satisfied in such manner (whether in cash, in
specie 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
2000 (and, in the event of any request being received pursuant to this Article
9(D), the directors and/or the company shall do all such things as are duly
required by the Special Shareholder to be done (and, where appropriate, shall
procure that they are done) (including If so required by the Special Shareholder
making application to the court to effect any reductions of share capital, share
premium account or capital redemption reserve) as soon as Is reasonably
practicable, and in any event, (save where any such reduction of share capital,
share premium account or capital redemption reserve has been applied for) the
company will pay any dividend required in accordance with Article 9(D)(a), (and,
as required by the Special Shareholder, shall have procured the payment to the
company of any dividend) within 40 days of the Special Shareholder notifying
the requirement that the said dividend be paid by the company)
10.
10.4
(E)
(F)
(G)
13
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 shail not
be able to redeem the Special Share without the prior consent of the Special
Shareholder
The provisions of this Article 9 shall be subject to Article 117
VARIATION OF SPECIAL SHARE RIGHTS
Matters requiring consent
Notwithstanding any provision in these articles to the contrary other than Article 117,
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)
(D)
(E)
(F)
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 of any universal postal
service provider or network subsidiary), or all or any part of these articles (or of
any universal postal service provider or network subsidiary),
in respect of the company, any network subsidiary, any relevant subsidiary, or
any group company purchased out of public funds, the voluntary winding-up of
such company, the passing of a special resolution to the effect that such
company 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 such company, or any proposal for any of the foregoing,
in respect of the company, any network subsidiary, any relevant subsidiary, or
any group company purchased out of public funds, 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 such
company, or any proposal therefor,
the issue or allotment of any shares or granting of any share nights in the
company,
the variation of any rights attached to any shares in any member of the group in
‘so far as such variation affects the nights attached to the Special Share,
the declaration or payment of any dividend or the making of any distribution by
the company other than in accordance with the Strategic Plan,
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(G)
(H)
()
()
(K)
(L)
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any distribution, payment or return to shareholders of the company out of
capital,
the issue or allotment 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 matenal 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 or required by
generally accepted accounting principles applying in the place of incorporation
of the company or the relevant member of the group),
the
(a) appointment or removal from office of any non-executive director of the
company or of any universal postal service provider or of any network
subsidiary,
(b) appointment or removal from office of any executive director of the
company,
(ce) appointment or removal from office of any director of the company or of
any universal postal service provider or of any network subsidiary
designated or re-designated at any time as chief executive officer of that
company or otherwise carrying out the general management functions
of a chief executive officer of that company or the group,
(d) appointment or removal of any person as chief executive of the
company or of any universal postal service provider or any network
subsidiary (whether or not immediately prior to that appointment he was
a director of the relevant company, universal postal service provider or
network subsidiary and whether or not immediately after his removal he
continues to be a director of the same), and "chief executive" shall refer
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(M)
(N)
(0)
(P)
(Q)
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to any person carrying out the general management functions of a chief
executive officer of a company or the group
or any change in the prescribed maximum or minimum number of directors of
the company or of any universal postal service provider or of any network
subsidiary or the appointment of any person other than t) a director of the
company as an alternate director of any director of the company, or !) a director
of a universal postal service provider or the company as an alternate director of
any director of that universal postal service provider, or it) a director of a
network subsidiary or the company as an alternate director of any director of
that network subsidiary,
the adoption of a Strategic Plan or any material 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 any such interest as it
may have in any asset in the absence of which the 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 2011 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 itis 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 10 1(Q)) entered into or implemented in the previous '
12 months) the percentage ratio resulting from any of the following calculations
1s 25 per cent or more
(a) the gross assets the subject of the relevant transaction divided by the
gross assets of the group,
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(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 10 1(Q) and Article 11(A)
() the "gross assets of the group” means the total fixed assets of the
group plus the total current assets of the group,
(il) 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
(2) a disposal 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
\respective of what interest is acquired or disposed of,
(ut) in the case of an acquisition or disposal of an interest in an undertaking
which does not fall within Article 10 1(Q)(i!), "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,
(1v) 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,
(v) 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,
(vi) “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 10 1(Q)(1!), profits
means 100 per cent of the profits of the undertaking irrespective of
what interest is acquired or disposed of,
(R)
(S)
(7)
17
(vil) "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,
(vi) 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,
(1x) except as stated below the figures used for the calculation of the
percentage ratios must be
(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
tater 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 10 1(Q),
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,
(1) the sale, assignment, charging, mortgaging or outright disposal by any
member of the group of any Trade Mark in any of the Primary Territories (11) the
granting of an exclusive licence by any member of the group which prevents the
group from using any Trade Mark in any of the Primary Temtones (in) the taking
of any action by any member of the group with the intention of yeopardising any
Trade Mark in any of the Primary Territories (iv) the taking of any action by any
member of the group which has the effect of causing any Trade Mark in any of
the Primary Territories to cease to subsist, or (v) the taking of any decision or
action which has the effect of allowing rights in respect of any Trade Mark in any
of the Primary Territories to lapse,
(1) the sale, assignment, charging, mortgaging or outright disposal by any
member of the group of any Trade Mark in any of the Secondary Territories (11)
the granting of an exclusive licence by any member of the group which prevents
the group from using any Trade Mark in any of the Secondary Territories, or (in)
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(U)
(v)
18
the taking of any action by any member of the group with the intention of
jeopardizing any Trade Mark in any of the Secondary Territories (Save that
nothing tn this Article 10 1(T) shall prevent any member of the group from
allowing any Trade Mark to lapse in any of the Secondary Terntories, or from
ceasing to assert Its rights in respect of any Trade Mark in the Secondary
Territories),
the approval of or agreement to or any material vartation or amendment to
(a)
(b)
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,
(u) any director of any universal postal service provider, or
(im) any director of any network subsidiary
if that director was appointed by the Special Shareholder or the
appointment of that director was duly consented to or deemed
consented to by the Special Shareholder in accordance with the
provisions of Article 10 1(L), or
the terms and conditions of employment or engagement by any
member of the group of
() any of the directors of the company,
(1) any director of any universal postal service provider, or
(im) any director of any network subsidiary
if that director was appointed by the Special Shareholder or the appointment of
that director was duly consented to or deemed consented to by the Special
Shareholder in accordance with the provisions of Article 10 1(L),
(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
Q) (1) individually, or
(2) taken together with the aggregate principal amount in
respect of borrowings already incurred in the same
accounting period without approval under this Article
10 1(V), or
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(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
felated borrowings
exceeds £75 million, or
(u) 1s 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
(1)
(2)
(m) if taken together with the aggregate principal amount
outstanding of all money borrowed by the group from 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 10 1(V)(b)(v) below)
exceeds an amount equal to the lesser of £5,000 million and
25 times the aggregate of
the amount paid up on the issued share capital of the
company, and
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
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,
(b) for the purposes of this Article 10 1{V), but without prejudice to the
generality of the terms "borrowing" and "borrowed"
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20
() borrowings inherited by the company under section 62 of the
Postal Services Act 2000 shail be taken into account as money
borrowed,
(u) borrowings assumed by the company at the direction of the
Secretary of State pursuant to section 74 of the Postal Services
Act 2000 shall be taken into account as money borrowed, save
to the extent that any such money 1s borrowed for the purposes
of funding any dividend required to be paid pursuant to Article
9(D),
(m) 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,
(iv) the principal amount (including any premium payable on final
repayment) of any debt securities issued in whole or in part for
acconsideration other than cash shall be taken into account as .
money borrowed by the member of the group issuing them,
(v) 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,
(vi) 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 I
account as money borrowed to the extent that the amount of
those borrowings does not exceed their amount immediately i
after such undertaking became a subsidiary undertaking,
(vi) 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
(vi) any amounts outstanding under sections 71(2)(b), (c), (d) and
(e) of the Postal Services Act 2000 shall be taken into account
as moneys borrowed
(c) for the purposes of this Article 10 1(V) the following phrases shall have
the following meanings
(Ww)
(d)
(e)
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21
“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 Ill
— 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 Ill — 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 10 1(V), 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,
()) at the rate of exchange used for the conversion of that currency
in the latest audited balance sheet of that member, or
(i!) 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 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 timit
hereby imposed had been or was thereby exceeded, but no lender or
other person dealing with the company shal! 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
40 1(V)(a)(1) 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,
the appointment or removal of any person as chairman of the company or of
any universal postal service provider or of any network subsidiary,
22
(X) the sale, transfer or disposal of or other dealing (together referred to as
“dealing”) with all or any part of the shares or share rights in the company, any
network subsidiary or any universal postal service provider (or any other interest
therein),
(Y) (save for dealings in the ordinary course of business which result in compliance
with the requirement of Article 104(B) at the close of business each day), the
sale, transfer or disposal of, or other dealing with (or the creation (or permission
to subsist) of any mortgage, pledge, lien, charge, equitable interest, third party
right, assignment, hypothecation or other agreement or arrangement which has
the effect of granting security over) government securities held by any member
of the group for the purpose described tn Article 104(B),
(2) the company or any subsidiary applying or reallocating all or any part of any
reserve Created in compliance with a direction given pursuant to section 72 of
the Postal Services Act 2000, and
(AA) _ where required, the approval of or any agreement to any variation or
amendment to the definition of “government secures”, as that term 1s defined
in or in accordance with the articles of association of any subsidiary of the
company
(BB) any action taken by the company or the board (including any appointment,
removal or re-designation) which would have the effect that
(a) the board ceased to include directors appointed to the post of
Chairman, Chief Executive, Finance Director and Human Resources
Director (or directors carrying out the general functions denoted by such
posts), or
(b) the board ceased to include the Chairman for the time being and Chief
Executive for the time being of Royal Mail Group Limited and Post
Office Limited
10.2 Approval Procedure
(A) Whenever the company wishes to obtain the Special Shareholder’s consent to
any matter set out tn Article 10 1 (other than 10 1(H), 10 1(I) and 10 1(V))
(a) the company shall give notice to the Special Shareholder, such notice
to -
() be in writing,
(ui) be addressed to such persons as the Special Shareholder shall,
from time to time, notify in writing to the Company,
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(B)
(C)
23
(um) be delivered by hand or such other means (which may include
electronic means) to which the Special Shareholder has
provided (and not revoked) tts written consent specifically for
the purpose of receiving such notices,
(wv) clearly state that it is important and requires immediate
attention,
(v) clearly identify itself as a notice served pursuant to this Article
10 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
(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
(u) 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
(a) 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 10 2(A)(b)(m) 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
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I
103
(D)
(E)
(A)
(B)
(C)
(D)
(E)
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24
If the company does not receive any notice from the Special Shareholder
pursuant to Article 10 2(A)(b) on or before the Initial Expiry Date or pursuant to
Article 10 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 10 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 Special Shareholder shall
have been deemed to have given his consent to any matter as a result of the
operation of Article 10 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 10 1(V), the company shalt give notice to the
Special Shareholder in accordance with Articles 10 2(A)(a)(\) to (iv) and (v1),
such notice to clearly identify itself as a notice served pursuant to this Article
10 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
tt 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 10 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
Article 10 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 10 3(D) above shall be conclusive and binding as such
104
105
106
107
"1
25
(A) Whenever the company wishes to obtain the Special Shareholder's consent to
any matter set out in Articles 10 1(H) and 10 1(I), the company shall give notice
to the Special Shareholder in accordance with Articles 10 2(A)(a)(1) to (iv) and
(vi), Such notice to clearly identify itself as a notice served pursuant to this
Article 10 4
(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), 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
10 4(B)(a), the Special Shareholder shall, on or before the date which falls 2
business days after the date such motion 1s 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 10 2, 10 3
and 10 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 nghts attached to the Special Share
The provisions of this Article 10 shall be subject to Article 117
INFORMATION
(A) Within five business days after the terms of a major transaction are agreed by a
member of the group (or following any significant change to such terms) the
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26
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 ts 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 2011 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 I
(9) in the case of a disposal, the anticipated application of the sale l
proceeds I
({B) Any public announcement issued pursuant to Article 11(A) shall be delivered in
draft form to the Special Shareholder on a business day not less than 24 hours.
before its issue
(C) Notwithstanding any other provision of these articles, the Special Shareholder
shall be entitled to request such information in relation to the affairs of the group I
(or any particular member of the group) as it may consider necessary or
desirable 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 I
can reasonably be obtained by it
(D) Notwithstanding any other provision of these articles the company shall, at the
request of the Special Shareholder, procure that such specified or other relevant
directors and senior managers of the company, any universal postal service
provider and any network subsidiary shall meet with the Special Shareholder (or
Its representatives) to discuss the affairs of the group (or any particular member
of the group) and the company shall release and procure that any universal
postal service provider and network subsidiary shall release such directors or
managers from any obligation of confidentiality owed to the company or such
subsidiary for the purpose of these discussions
12.
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27
NOTIFICATION
(A)
(B)
(Cc)
(0)
The board shall, prior to taking any final decision on a Relevant Issue (a
“Relevant Decision"), give to the Special Shareholder notice in writing setting
out details of the Relevant Issue and the preliminary decision (if any) reached
by the board in relation thereto
Any notice given pursuant to Article 12(A) shall be given not less than ten
business days before the Relevant Decision is taken unless, as a result of the
urgency of the Relevant Issue, tt would, in the opinion of the board, be
materially prejudicial to the company or the group to delay making a decision on
the Relevant Issue, in which case the notice may be given on shorter notice but
not less than three business days prior to the taking of the Relevant Decision
Any notice provided to the Special Shareholder under Article 12(A) shall
(a) be in writing,
(b) be delivered by hand,
(c) clearly identity that it is important, requires immediate attention, and that
itis a notice served under Article 12, and
(d) contain or annex such information as Is reasonably necessary to enable
the Special Shareholder to consider the Relevant Issue
An issue is a Relevant Issue if, in the reasonable opinion of the board
(a) it is not set out in reasonable detail in an approved Strategic Plan,
(b) it Is an issue which may have material adverse effect upon the business
or financial prospects of either a universal postal service provider or any
network subsidiary and a corresponding benefit for the other of them,
and
(c) it falls within either of the following categories, namely
(1) It involves or Is likely to involve the incurring of a capital
commitment or liability, or the payment of a capital sum, in each
case by a universal postal service provider or network
subsidiary, of an amount in excess of £20 million (and for this
purpose a series of related transactions in any six month period
shall be aggregated), or
(1) it has or is likely to have a net impact on the annual net
revenues after tax of a universal postal service provider or
network subsidiary in excess of £20 million per six months.
13,
14.
15.
16.
28
(E) For the purposes of this Article, the board shall procure that any Relevant Issue
1s referred to the board for consideration
SHARE CERTIFICATES
RIGHT TO SHARE CERTIFICATES
Every member, upon becoming the holder of any shares, shall be entitled without
payment to one certificate for ali 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 executed under the seal or otherwise in accordance with the
Act or in such other manner as the board may approve and shall specify the number,
class and distinguishing numbers (if any) of the shares to which tt relates and the
amount or respective amounts patd 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 suffictent delivery to all of them
REPLACEMENT OF SHARE CERTIFICATES
{f a share certificate 1s 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 ona
share shall extend to any amount payable in respect of tt
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 1s presently
payable and ts 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 1s 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
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17
18.
19.
20.
21.
29
shall 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 1s 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 shall 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 tt Is
due and payable shall pay interest on the amount unpaid from the day it became due
and payable until itis paid at the rate fixed by the terms of allotment of the share or in
the notice of the call or, if no rate 1s 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 articles shall apply as if that amount
had become due and payable by virtue of a call
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22.
23.
25
26.
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30
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 ts 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 ts 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) 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
27.
28.
29
30
31.
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34
STATUTORY DECLARATION AS TO FORFEITURE
Astatutory 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 1s 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 ts 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 todged at the office or at such other place as the board may appoint and 1s
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) it 1s in favour of not more than four transferees
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
32.
33.
35.
36.
32
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
lability 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
Aperson 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 be entitled 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, in respect of the share before being registered as the holder of the share,
unless authorised to do so by the board
ALTERATION OF SHARE CAPITAL.
SUB-DIVISION
The company may by ordinary resolution sub-divide its shares, or any of them, into
shares of smaller amount provided that none of the shares resulting from the sub-
division may have any right, preference or advantage not attached to the shares
immediately prior to the sub-division
FRACTIONS
Whenever as a result of a consolidation, consolidation and sub-division, or sub-division
of shares any members would become entitled to fractions of a share, the board may
deal with the fractions as it thinks fit, including by aggregating and selling them or by
dealing with them in some other way The board may sell shares representing fractions
to any person, including the company, and 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
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37.
38
39.
40.
41.
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33
money nor shall his title to the shares be affected by any irregularity in or invalidity of
the proceedings in reference to the sale
GENERAL MEETINGS
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
Amember present in person or by proxy at a meeting shall be deemed to have received
proper notice of that meeting and, where applicable, of the purpose of that meeting
POSTPONEMENT OF GENERAL MEETINGS
If the board, in its absolute discretion, considers that it 1s 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 ts 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
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 's a corporation, its duly authorised
representative shall be a quorum at any genera! meeting of the company or of the
holders of any class of shares
\
No business shall be transacted at any meeting unless a quorum ts present Two I
PROCEDURE IF QUORUM NOT PRESENT
If such a quorum ts 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 I
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
42
43,
45.
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number to be chairman and, if there is only one director present and willing to act, he
shall be chairman If no director 1s 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
ORDERLY CONDUCT
The chairman shall 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 ts of
such a nature
ENTITLEMENT TO ATTEND AND SPEAK
Each director shail 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, with reasonable cause but without requiring 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 ts 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
the chairman, the proceedings on the resolution shall not be invalidated by any error in
the ruling
If an amendment proposed to any resolution under consideration Is ruled out of order by
VOTING
46.
47
49.
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35 '
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 (being an individual) is present in person or by proxy or
(being a corporation) is present by a duly authorised representative or by proxy shall
have one vote, and on a poll every member shall have one vote for every share of
which he ts the holder For this purpose, where a proxy Is given discretion as to how to
vote on a show of hands, this shall be treated as an instruction by the relevant member
to vote in the way in which the proxy elects to exercise that discretion
METHOD OF VOTING
Aresolution 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 on the resolution, or
(C) by a member or members representing in the aggregate not less than one-tenth
of the total voting rights of all the members having the right to vote on the
resolution, or
(D) by a member or members holding shares conferring a right to vote on the
resolution 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 carned 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 tn 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
50.
51.
52.
53.
36
PROCEDURE IF POLL DEMANDED
Apoll 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 pofl The result
of the poll shall be deemed to be the resolution of the meeting at which the poll was
demanded
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 Ifa poll ts demanded before the declaration of the result of a show of hands
and the demand ts 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 1s
to be taken are announced at the meeting at which it is demanded In any other case at
{east 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
Amember 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 and may exercise any other right conferred by membership in relation to
general meetings by or through any receiver, curator bonis or other person authorised in
that behalf appointed by that court (and that person may vote by proxy) Written
evidence to the satisfaction of the board of the authority of the person claiming to
exercise the right to vote shall be hand-delivered to the company’s registered office, or
delivered by such other means (which may include electronic means) as the board may
accept, not less than forty-eight hours before the time appointed for holding the meeting
or adjourned meeting at which the right to vote ts to be exercised and in default the right
to vote shall not be exercisable
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55.
56.
§7.
58.
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37
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 ts raised or pointed out at the meeting or, as the case may
be, the adjourned meeting at which the vote objected to ts 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
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) -
"Royal Mail Holdings pic
IMWe, , of , being a member/members of
the above-named company, hereby appoint of
, OF failing him, of
, as my/our proxy to vote in my/our namefs] and on my/our
behalf at the annual/extraordinary general meeting of the company to be held on [
]20 , and at any adjournment thereof
59.
60.
38
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 ts usual or which the
board may approve) -
“Royal Mail Holdings pic
We, , of , beinga
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 ts 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 1s executed may be
delivered-
(A) In hard copy form at the office (or such other place in the United Kingdom as.
may be specified by the company for the receipt of appointments of proxy in
hard copy form) to be received not less than 48 hours (or such shorter time as.
the board may determine) before the time appointed for holding the meeting or
adjourned meeting at which the person named in the appointment proposes to
vote together with (if required by the board) any authority under which it is made
or a copy of the authority, certified notarially or in accordance with the Powers of
Attorney Act 1971 or in some other manner approved by the board,
(B) by electronic means, to be received at the address specified by the company for
the receipt of appointments of proxy by electronic means not less than 48 hours
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61.
39
(or such shorter time as the board may determine) before the time appointed for
holding the meeting or adjourned meeting at which the person named in the
appointment proposes to vote Any authority pursuant to which such an
appointment is made or a copy of the authority, certified notarially or in
accordance with the Powers of Attorney Act 1971 or in some other manner
approved by the board, must, if required by the board, be received at such
address or at the office (or such other place in the United Kingdom as may be
specified by the company for the rece:pt of such documents) not less than 48
hours (or such shorter time as the board may determine) before the time
appointed for holding the meeting or adjourned meeting at which the person
named in the appointment proposes to vote,
(C) in the case of a poll taken more than 48 hours after tt was demanded, to be
received as aforesaid not less than 24 hours (or such shorter time as the board
may determine) before the time appointed for the taking of the poll,
(D) in the case of a poll taken following the conclusion of a meeting or adjourned
meeting but not more than 48 hours after it was demanded, to be received as.
aforesaid before the end of the meeting at which it was demanded (or at such
later time as the board may determine),
and an appointment of a proxy which ts not, or in respect of which the authority or copy
thereof ts not, received in a manner so permitted shall be invalid When two or more
valid but differing appointments of a proxy are received in respect of the same share for
use at the same meeting or poll, the one which is last received (regardless of its date or
of the date of its signature) shall be treated as replacing and revoking the others as
regards that share, if the company ts unable to determine which was last received, none
of them shall be treated as valid in respect of that share The appointment of a proxy
shall not preclude a member from attending and voting in person at the meeting or poll
concerned The proceedings at a general meeting shall not be invalidated where an
appointment of a proxy in respect of that meeting is sent in electronic form as provided
in these articles, but it cannot be read by the recipient because of a technical problem
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 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 Such notice of determination shall be received either in hard copy form
by the office or such other place within the United Kingdom as may be specified by the
company in accordance with Article 60(A) or in electronic form at the address (if any)
specified by the company in accordance with Article 60(B), regardless of whether any
relevant proxy appointment was effected in hard copy form or in electronic form
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
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62.
63.
40
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 shall 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 1s not personaily 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
(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 tn 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 ts 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
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65.
66.
67.
68
41
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 genera! meeting notice shall be given to all who are entitled to receive
notice of the meeting of any person who 1s 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
POWER OF BOARD TO APPOINT DIRECTORS
Subject to the articles, the board may appoint a person who s 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
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, or (if
earlier) when a resolution is passed to appoint someone in his place
DISQUALIFICATION AND REMOVAL OF DIRECTORS
(A) Without prejudice to the provisions of the articles and in addition to any power of
removal conferred by the Act, the company may by special resolution remove
any director before the expiration of his period of office and may (subject to
these articles) by ordinary resolution appoint another person who Is willing to
act to be a director in his place
(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 —
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42
() 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
(ul) 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 68(B) or 69, or
(f) he shail 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
69 APPOINTMENT OF CHAIRMAN AND DIRECTORS
(A)
(B)
Chairman
The Special Shareholder shall be entitled from time to time to appoint and
Temove any person as chairman of the company by notice in wnting delivered to
the company and signed on behalf of the Special Shareholder In addition the
company shall on written notice from the Special Shareholder procure that any
individual specified by the Special Shareholder in such notice is duly appointed
or removed (as appropriate) as chairman of any universal postal service
provider or of any network subsidiary
Directors
The Special Shareholder shall be entitled from time to time to appoint and to
remove any person as a director of the company 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 a
director
POWERS OF THE BOARD
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43
GENERAL POWERS OF COMPANY VESTED IN THE BOARD
Subject to the provisions of the Act, these articles and to any directions given by the
company by special resolution, the business of the company shall be managed by the
board who may exercise all the powers of the company No alteration of these articles
and no such special resolution shall invalidate any prior act of the board which would
have been valid if that alteration had not been made or that resolution had not been
passed The powers given by this Article shall not be limited by any special power given
to the board by the articles
STRATEGIC PLAN
(A) 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 tn Article
71(C) below
(B) Consultation with the Special Shareholder
(a) 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 71(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 1s able to do so, comply with any such request within 10
business days of ts receipt (or such other time as the Special Shareholder may
from time to time agree with the board)
(b) Consultation
Following the receipt by the Special Shareholder of the draft Strategic Plan
pursuant to Article 71(A) above, and, as appropriate, any further information
supplied pursuant to Article 71(B)(a) above, the Special Shareholder and the
board shall promptly consult upon the content of the plan (such consultation i
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 71(B)(a) as the case may be)
(ce) Approval
(Cc)
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 71(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 shail be agreed with the Special Shareholder and in respect
of which the provisions of this Article 71 shall apply (mutatis mutandis)
(d) 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 71(B)(a) and (b) above, and shall then approve (or
reject) the change in accordance with Article 71(B)(c)
Principles Governing the Strategic Plan
(a) Fundamental Objectives
The Strategic Plan shall
() 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
(u) 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 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
() include a statement of the overall commercial direction and
goals of the group,
(u) 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,
(mt) analyse the commercial and regulatory environment in which
the group operates, including the board’s view of the way in
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(D)
(E)
45
which the market is evolving and the development of
competitors’ activities,
(vy) set out the group's strategic response to the commercial and
regulatory environment, including
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
its principal strategic options,
its proposals for meeting the universal service
obligation,
its proposals for managing the nationwide network of
post offices,
the key issues to be resolved in the Strategic Plan for
the following financial year,
Its strategic approach to remuneration of employees,
including an expected ceiling on the aggregate level of
employee remuneration,
the resources needed, in particular personnel,
technology and funding,
Its high level financial and performance projections, at
both the corporate and line-of-business level, with
sensitivity analyses of the major risks,
outline possibilities and plans for entering into
partnerships and alliances,
clear performance indicators which will enable the
group's performance, in achieving its strategic
objectives, to be measured, and
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
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
Variations from Strategic Plan
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72.
73.
74,
75.
76.
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46
If the information provided pursuant to Article 71(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 shail be agreed with the Special Shareholder The provisions of Article
71(B)(d) 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 I
matter within that Strategic Plan which would have required approval in
accordance with Article 10 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 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
77.
78.
79
80.
47
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 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
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CONFLICTS OF INTEREST REQUIRING BOARD AUTHORISATION
(A) The board may, subject to the quorum and voting requirements set out in this
Article, authorise any matter which would otherwise involve a director breaching
his duty under the Act to avoid conflicts of interest (a “Confiict’)
(B) A director seeking authorisation in respect of a Conflict shall declare to the
board the nature and extent of his interest in that Conflict as soon as 1s
reasonably practicable The director shall provide the board with such details of
the relevant matter as are necessary for the board to decide how to address the
Conflict together with such additional information as may be requested by the
board
(C) Any director (including the relevant director) may propose that the relevant
director be authorised in relation to any matter the subject of a Conflict Such
proposal and any authority given by the board shall be effected in the same way
that any other matter may be proposed to and resolved upon by the board
under the provisions of these articles save that
() the relevant director and any other director with a similar interest shall
not count towards the quorum nor vote on any resolution giving such
authority, and
(ny the relevant director and any other director with a similar interest may, if
the other members of the board so decide, be excluded from any board
meeting while the Conflict is under consideration
(D) Where the board gives authority in relation to a Conflict
() the board may (whether at the time of giving the authority or
subsequently) (a) require that the relevant director 1s excluded from the
receipt of information, the participation in discussion and/or the making
of decisions (whether at meetings of the board or otherwise) related to
the Conflict, and (b) impose upon the relevant director such other terms.
for the purpose of dealing with the Conflict as it may determine,
(u) the relevant director will be obliged to conduct himself in accordance
with any terms imposed by the board in relation to the Conflict,
(ui) the board may provide that where the relevant director obtains
(otherwise than through his position as a director of the company)
information that is confidential to a third party, the director will not be
obliged to disclose that information to the company, or to use or apply
the information tn relation to the company's affairs, where to do so
would amount to a breach of that confidence,
(Wv) the terms of the authority shall be recorded in writing (but the authority
shall be effective whether or not the terms are so recorded), and
49
(v) the board may revoke or vary such authority at any time but this will not
affect anything done by the relevant director prior to such revocation in
accordance with the terms of such authority
82 OTHER CONFLICTS OF INTEREST
(A)
(B)
(C)
If a director 1s in any way directly or indirectly interested in a proposed contract
with the company or a contract that has been entered into by the company, he
must declare the nature and extent of that interest to the directors in
accordance with the Act
Provided he has declared his interest in accordance with Article 82(A) a director
may
(i) be party to, or otherwise interested in, any contract with the company or
in which the company has a direct or indirect interest,
(u) hold any other office or place of profit with the company (except that of
auditor) in conjunction with his office of director for such period and
upon such terms, including as to remuneration, as the board may
decide,
(m) act by himself or through a firm with which he ts associated in a
professional capacity for the company or any other company in which
the company may be interested (otherwise than as auditor),
(ivy) be or become a director or other officer of, or employed by or otherwise
be interested in any holding company or subsidiary company of the
company or any other company in which the company may be
interested, and
(v) be or become a director of any other company in which the company
does not have an interest and which cannot reasonably be regarded as
giving rise to a conflict of interest at the time of his appointment as a
director of that other company
Adirector shall not, by reason of his office or of the fiduciary relationship
thereby established be liable to account to the company for any remuneration,
profit or other benefit realised by reason of his having any type of interest
authorised under Article 81(A) or permitted under Article 82(B) and no contract
shall be liable to be avoided on the grounds of a director having any type of
interest authorised under Article 81(A) or permitted under Article 82(B)
DIRECTORS’ GRATUITIES AND PENSIONS
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83.
85.
86
87.
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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 proviston 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 tts 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
1s 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 ts for the time being absent from the
United Kingdom A director may waive notice of any meeting either prospectively or
retrospectively
VOTING
Questions arising at a meeting shall be decided by a majontty of votes In the case of an
equality of votes, the chairman shall have a second or casting vote Adirector 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
88.
89
90.
91.
92.
51
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 ts 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 69 _ In the absence of
such appointment the directors may (subject to Article 10) appoint one of their number
to be the chairman of the board and may at any time remove him from that office
Unless he Is unwilling to do so, the chairman shall preside at every meeting of the board
at which he ts present But if there 1s no director holding that office, or if the director
holding it is unwilling to preside or if the chairman ts not 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
RESOLUTION IN WRITING
Aresolution in writing signed by all the directors entitled to receive notice of a meeting
of the board (if that number 1s 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 its 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 ail 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 tn 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
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93. PERMITTED INTERESTS AND VOTING
(A) 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 unless that
interest or duty cannot reasonably regarded as likely to give nse to a conflict of
interest or his interest or duty arises only because the case falls within one or
more of the following paragraphs-
(a) 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
(b) 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 tts subsidiaries for which the director has assumed responsibility in
whole or part and whether alone or jointly with others under a guarantee
or indemnity or by the giving of security, and/or
(c) 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 underwnting 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
(d) the resolution relates in any way to a retirement benefits scheme which
has been approved, or ts conditional upon approval, by the Board of
Inland Revenue for taxation purposes
For the purposes of this Article, 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 !
(B) Adirector shail not be counted in the quorum present at a meeting in relation to
a resolution on which he ts not entitled to vote i
(C) 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
(D) 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 1s not for ‘
another reason precluded from voting) each of the directors concerned shall be :
94.
95.
96.
53
entitled to vote and be counted tn the quorum in respect of each resolution
except that concerning his own appointment
(E) If a question arises at a meeting of the board or of a committee of directors as
to the night 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
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
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 Save in respect of
dividends paid pursuant to Article 9(D), 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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97. PAYMENT OF INTERIM AND FIXED DIVIDENDS BY BOARD
Subject to the provisions of the Act and the articles, the board may pay interrm
dividends if it appears to it that they are justified by the profits of the company available
for distribution If the share capital 1s divided into different classes, the board may pay
interim dividends on shares which confer deferred or non-preferred nghts 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 !s 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
nights for any loss they may suffer by the lawful payment of an interim dividend on any
shares having deferred or non- preferred rights
98. 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 ts paid, but no outstanding amount paid up on a share in advance of the
applicable call date shall be treated for the purposes of this Article as paid up on the
share 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 ts paid, but, if any share ts issued on terms provided that it shall rank for
dividend as from a particular date, that share shall rank for dividend accordingly 1
99. DIVIDENDS NOT IN CASH
Ageneral 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
100. 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 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
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101. 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
102 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
103. FORFEITURE OF UNCLAIMED DIVIDENDS
Any dividend which has remained unclaimed for twelve years from the date when it
became due for payment shail, if the directors so resolve, be forfeited and cease to
remain owing by the company
104. I RESERVES AND SECTION 72 OF THE POSTAL SERVICES ACT 2000
Upon receipt by the company or any member of the group of a direction made pursuant
to section 72 of the Postal Services Act 2000 (a “section 72 direction”) the company
shall and shall procure that any member of the group to whom that section 72 direction
applies shall
(A) forthwith comply with the terms of the section 72 direction,
(B) (unless the Special Shareholder shall have expressly consented to the contrary :
in accordance with Article 10 1) keep government securities of a value at least
equal to the amount allocated or reallocated to the reserve in compliance with '
the section 72 direction (together with interest accruing from time to time on
such government securities) deposited to be held against and back such
reserve, and
(C) within 3 business days of the latest date specified in the section 72 direction
pursuant to section 72(2) of the Postal Services Act 2000 confirm in writing to
the Special Shareholder that
{a) it, or the retevant member of the group (as appropnate), has duly
complied with the terms of the section 72 direction,
(b) the allocations or re-allocations to the reserve described in the section
72 direction have been duly effected, and
(c) the government secunities referred to in Article 104(B) above have
indeed been duly deposited to be held against and back such reserve
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and the provisions of this Article 104(A) and (C)(a) shall apply mutatis mutandis
tn respect of the receipt by the company or any member of the group of a
direction made pursuant to Section 74 of the Postal Services Act 2000
ACCOUNTS
105. RECORDS TO BE KEPT
i
The board shall cause to be kept accounting records sufficient to show and explain the I
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 '
106 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
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CAPITALISATION OF PROFITS
107 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 sum standing to the credit of the company's
share premium account or capital redemption reserve (including retained
earnings),
(B) 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 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, retained earnings, and any profits which are not
available for distribution may, for the purposes of this Article, only be applied in
paying up shares that are then to be allotted and distributed to members
credited as fully paid,
(C) 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,
(D) 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
(E) 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
108. RECORD DATES
Notwithstanding any other provision of these articles, but without prejudice to the nghts. I
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 1s declared, paid or made Where such a record date ts
fixed, references in these articles to a holder of shares or member to whom a dividend
109.
110
111.
112
113.
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1s to be paid or a distribution, allotment or issue 1s to be made shall be construed
accordingly
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,
by post in a prepaid envelope addressed to the member at his registered address or by
leaving tt at that address or such other means (which may include electronic means) to
which the member has provided (and not revoked) its written consent for the receipt of
such notices 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 suffictent notice to all the joint holders Amember whose
registered address 1s 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
Amember 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 fl
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 denves his title
TIME OF SERVICE
(A) Any notice, document or other information, if served, sent or supplied by the
company by post, shall be deemed to have been received on the day following
that on which it was posted ff first class post was used or 48 hours after it was.
posted if first class post was not used and, in proving that a notice, document or
other information was served, sent or supplied, it shall be sufficient to prove that
the notice, document or other information was properly addressed, prepaid and
put in the post
(B) Any notice, document or other information not served, sent or supplied by post
but left by the company at a registered address or at an address (other than an
114
115.
59
address for the purposes of communications by electronic means) notified to
the company in accordance with these articles by a person who 's entitled by
transmission to a share shall be deemed to have been received on the day tt
was so left
(C) Any notice, document or other information served, sent or supplied by the
company using electronic means shall be deemed to have been received on the
day on which it was sent notwithstanding that the company subsequently sends
a hard copy of such notice, document or information by post In proving that a
notice, document or other information served, sent or supplied by electronic
means was served, sent or supplied, it shall be sufficient to prove that It was
properly addressed
(D) Any notice, document or other information served, sent or supplied by the
company by any other means authorised in writing by the member concerned
shall be deemed to have been received when the company has carned out the
action it has been authorised to take for that purpose
SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION
Anotice 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, 'f 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 1s 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 ts a liability
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117.
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INDEMNITY
INDEMNITY OF DIRECTORS
To the extent permitted by the Act the company may indemnify any director, former
director or company secretary of the company against any liability and may purchase
and maintain for any director or former director or company secretary of the company
Insurance against any liability No director or former director or company secretary of
the company shall be accountable to the company or the members for any benefit
provided pursuant to this Article and the receipt of any such benefit shall not disqualify
any person from being or becoming a director of the company
PROVISIONS RELATING TO ARTICLES 11 AND 12
ARTICLES SUBJECT TO RELEVANT LAW
(A)
(B)
(Cc)
Nothing contained in Articles 9 or 10 shall have effect so as to require the
company or any of the directors to (1) take any action, (11) omit to take any
action, or (il) procure that any subsidiary of the company takes or omits to take
any action which action or omission would, in the reasonable opinion of the
board of the company or of such subsidiary, give rise to criminal or civil liability
on the part of the company, such subsidiary or any of the directors of the
company or such subsidiary, or any liability on any of the aforesaid for breach of
any statutory or common law duty or requirement (for the purposes of this
Article 117, a "relevant breach")
If a relevant breach 1s capable of ratification by the shareholders of the
company or subsidiary concerned, and such ratification would have the effect of
removing or avoiding the consequences of the relevant breach (insofar as such
consequences affect or would affect the company or subsidiary or any of their
respective directors), then subject to the shareholders concerned providing a
written undertaking to the company or subsidiary, as the case may be, that the
requisite ratification will be provided, the action or omission which would (but for
ratification), have given rise to the relevant breach shall be effected or, as the
case may be, procured by the company as though this Article 117 did not apply
In relation thereto
For the purposes of this Article 117, the "reasonable opinion of the board” in
relation to a matter shall mean the reasonable opinion of the board of directors
of the company or subsidiary concerned, having (1) as Soon as 's reasonably
practicable taken and having had due regard to appropriate legal and/or
financial advice, (1!) following the receipt of such advice, having promptly
provided the same to the Special Shareholder and consulted with the Special
Shareholder in relation to the said advice, and to the formation of the board's
opinion on the relevant matter, and having had due regard to the views (if any)
of the Special Shareholder notified to it in relation thereto, and (11) where the
Special Shareholder gives notice under Article 117(D), having had due regard to
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(E)
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the independent advice consequently received and having consulted the
Special Shareholder in relation thereto
If in any case where the company or the directors seek to rely upon Article
117(A) in respect of any matter, the Special Shareholder has within 7 days of
receipt of legal and/or financial advice pursuant to Article 117(C) notified the
company that it requires independent advice to be taken in relation to the
relevant matter(s) from an independent legal and/or financial adviser approved
by the Special Shareholder, such advice to be addressed to the company, tts
directors and the Special Shareholder, the company shall (1) obtain such advice,
and (1!) subject to (Article 117(A)) not take any decision or action in relation to
the relevant matter until such advice shall have been obtained and the board
shall have consulted the Special Shareholder in relation thereto
In respect of any subsidiary of the company having a provision equivalent or
substantially equivalent to this Article 117 in its articles of association, the
Special Shareholder shall be entitled to require the company (I) to serve upon
such subsidiary any notice in connection with the said provision (i!) to procure
that such subsidiary (a) serves any notice in connection with the said provision
(or in connection with a provision equivalent or substantially equivalent thereto
In the articles of association of a subsidiary of its own) (b) 1s directed to allow
the Special Shareholder the right to receive any advice obtained pursuant to the
said provision, and (c) Is directed to allow the Special Shareholder the right to
be an additional party in any consultation or to any approval required pursuant
to the said provision