Company number 4074919
SPECIAL RESOLUTIONS
OF
ROYAL MAIL HOLDINGS PLC (Company)
Passed on 10 September 2013
At a general meeting of the Company duly convened and held at Department for Business,
Innovation and Skills, 1 Victoria Street, London SW1H OET on 10 September 2013 at
5 30pm, the following resolution was duly passed as a spectal resolution
SPECIAL RESOLUTIONS
THAT the draft articles of association produced to the meeting and, for the purposes of
identification, attached to this resolution be adopted as the articles of association of the
Company in substitution for, and to the exclusion of, the existing articles of association
Signed
Alwen Lyons
Company Secretary
Date /0 SEPTEMBER 23
*7/092013 #51
COMPANIES HOUSE
LON26535472
BEIS0000591
BEISO000591
CONTENTS
CLAUSE
1 EXCLUSION OF MODEL ARTICLES
2 DEFINITIONS .
3 LIMITED LIABILITY ‘
4 RIGHTS ATTACHED TO SHARES
5 REDEEMABLE SHARES .
6 PAYMENT OF COMMISSION
7 TRUSTS NOT RECOGNISED
8 VARIATION OF CLASS RIGHTS
9 HOLDER OF THE SPECIAL SHARE.
10 VARIATION OF SPECIAL SHARE RIGHTS
BT INFORMATION :
12 RIGHT TO SHARE CERTIFICATES,
13 REPLACEMENT OF SHARE CERTIFICATES
14 COMPANY’S LIEN ON SHARES NOT FULLY PAID
15 ENFORCING LIEN BY SALE
16 APPLICATION OF PROCEEDS OF SALE
7 CALLS .
18 LIABILITY OF JOINT HOLDERS
19 INTEREST DUE ON NON-PAYMENT
20 SUMS DUE ON ALLOTMENT TREATED AS CALLS
21 POWER TO DIFFERENTIATE
22 NOTICE IF CALL OR INSTALMENT NOT PAID
23 FORFEITURE FOR NON-COMPLIANCE WITH NOTICE
24 SALE OF FORFEITED SHARES
25 ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
26 STATUTORY DECLARATION AS TO FORFEITURE
27 EXECUTION OF TRANSFER
28 RIGHT TO DECLINE REGISTRATION.
29. NO FEE FOR REGISTRATION
30 RETENTION OF INSTRUMENT OF TRANSFER
31 TRANSMISSION ON DEATH
32 ELECTION OF PERSON ENTITLED BY TRANSMISSION
PAGE
~~ wo Oo mM H
BEIS0000591
BEISO000591
BEIS0000591
BEISO000591
33 RIGHTS OF PERSONENTITLED BY TRANSMISSION. 21
34 SUB-DIVISION. . ry
35 FRACTIONS . 21
36 OMISSIONORNON-RECEIPTOFNOTICE . .. 0. 21
37 POSTPONEMENT OF GENERAL MEETINGS... 21
38 QUORUM . 2
39 PROCEDURE IF QUORUM NOT PRESENT. . 2
40 CHAIRMAN OF GENERAL MEETING 22
41 ORDERLY CONDUCT - 2
42 _ ENTITLEMENT TO ATTEND AND SPEAK . . 2
43 ADIOURNMENTS . 23
44 AMENDMENTS RULED OUT OF ORDER . 23
45 VOTES OF MEMBERS . 23
46 METHOD OF VOTING Lo . . 23
47 PROCEDURE IF POLL NOT DEMANDED . 2
48 WITHDRAWAL OF DEMAND FOR POLL . 24
49 PROCEDURE IF POLL DEMANDED... 24
50 WHEN POLL TO BE TAKEN . . 24
51 NONOTICE OF POLL . 24
52 VOTES OF JOINT HOLDERS Pare 24 I
53 VOTING ON BEHALF OF INCAPABLE MEMBER... . 24
54 NORIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES 2s
58. OBJECTIONS OR ERRORS IN VOTING te, 25
56 APPOINTMENT OF PROXY oo. . . 25
57 FORMOF PROXY . oo oe. 25
58 INSTRUCTIONSTOPROXY i. . 26
59 DELIVERY OF PROXIES . 26
60 CANCELLATION OF PROXY’S AUTHORITY . 2
61 NUMBEROF DIRECTORS. Lo, 27
62 ALTERNATE DIRECTORS . 2
63 PERSONSELIGIBLE ASDIRECTORS . . 28
64 NOTICE OF APPOINTMENT OR REAPPOINTMENT . . 28 I
65 POWER OF BOARD TO APPOINT DIRECTORS . oe . 28 :
66 POSITION OF RETIRING DIRECTORS . ss wee scores + emma wee «29
67 DISQUALIFICATION AND REMOVAL OF DIRECTORS . .. 29
68 APPOINTMENT OF CHAIRMAN AND DIRECTORS gs ss«is 29
026473-0027 Page 2
BEIS0000591
BEISO000591
69 GENERAL POWERS OF COMPANY VESTED IN THE BOARD 30
10. BORROWING POWERS . 30
71 APPOINTMENT OF AGENT . oo. 30
72 POWER TO PROVIDE FOR EMPLOYEES .. 30
73 POWER TO RECEIVE UNCALLED MONEYS . . . 30
74 DELEGATION OF THE BOARD’S POWERS. 30
75 DIRECTORS’ EXPENSES 31
76 MANAGING DIRECTOR AND EXECUTIVE OFFICE 31
77 CONFLICTS OF INTEREST REQUIRING BOARD AUTHORISATION 31
78 OTHER CONFLICTS OF INTEREST . 32 I
79 DIRECTORS’ GRATUITIES AND PENSIONS 33 I
80 BOARD MEETINGS . 33
81 NOTICE .. . 33
82 VOTING . ae 34
83 QUORUM . 34
84 DIRECTORS BELOW MINIMUM THROUGH VACANCIES . 34
85 CHAIRMAN . 34
86 VALIDITY OF ACTS OF BOARD OR COMMITTEE 34
87 RESOLUTION IN WRITING 34
88 PARTICIPATION IN BOARD MEETINGS BY TELEPHONE 34
89 PERMITTED INTERESTS AND VOTING . 35
90 APPOINTMENT AND REMOVAL OF COMPANY SECRETARY 36
91 KEEPINGOF MINUTES... Soe . 36 I
92 DECLARATIONOF DIVIDENDS... 36
93 PAYMENT OF INTERIM AND FIXED DIVIDENDS BY BOARD . . 36
94 CALCULATION OF DIVIDENDS rn 37
95 DIVIDENDS NOT INCASH . oe 37
96 PAYMENT OF DIVIDENDS re 37
97 NOINTEREST ON DIVIDENDS . . 3
98 AMOUNTS DUE ON SHARES MAY BE DEDUCTED FROM I
DIVIDENDS 37
99 FORFEITURE OF UNCLAIMED DIVIDENDS . 37 :
100 RESERVES AND SECTION 72 OF THE POSTAL SERVICES ACT 2000 .. 38
101 RECORDS TO BE KEPT . BB
102 POWER TO CAPITALISE RESERVES AND FUNDS 38
103 RECORDDATES.. . to. . 39
104 NOTICES IN WRITING Coe, nr)
026473-0027 Page 3
BEIS0000591
BEISO000591
105 SERVICE OF NOTICES : 39
106 DEEMED RECEIPT OF NOTICE BY MEMBERS PRESENT AT
MEETING .. 40
107. SHAREHOLDERS BOUND BY NOTICE foe 40
108 TIME OF SERVICE . 40
109 SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION 41
110 DISTRIBUTION OF ASSETS OTHERWISE THAN IN CASH 41
111 INDEMNITY OF DIRECTORS . 41
112. ARTICLES SUBJECT TO RELEVANT LAW 41
0264730027 Page 4
Company No. 4074919
ARTICLES OF ASSOCIATION
of
POSTAL SERVICES HOLDING COMPANY PLC
(adopted by a special resolution passed on 10 September 2013)
INTERPRETATION
1 EXCLUSION OF MODEL ARTICLES
No regulations set out in any statute, or i any statutory instrument or other subordinate
legislation made under any statute concerning companies shall apply as the regulations or
articles of the company
2. DEFINITIONS
In these articles unless the context otherwise requires
the Act means the Companies Act 2006 (including any orders, regulations or other
subordinate legislation made under it) 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” shail 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 1s present,
business day means any day which 1s 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 1s given or on which tt 1s to
take effect,
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 Aolder 1n relation to shares means the member whose name 1s entered in the register of
members as the holder of the shares,
major transaction means an acquisition or disposal by the company or a network subsidiary
(excluding a transaction in the ordinary course of busmess) where the size of the transaction 1s
such that the percentage ratio resulting from any of the calculations set out in Article 10 1(0)
1s 10 per cent or more,
026473-0027 Page $
BEIS0000591
BEISO000591
BEIS0000591
BEISO000591
member means a member of the company,
network subsidiary means any subsidiary of the company (other than a subsidiary which is a
USP Listco (and any of its subsidiaries) which 1s, or any of whose wholly owned subsidiaries
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,
POL Special Share means the share defined as the “Special Share” in the articles of
association of Post Office Limited from time to time,
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 organisation) each of the Isle of Man, the Channel Islands and
Gibraltar, together with such other territories as shall be agreed m writing between the Special
Shareholder and the company,
public holiday has the meaning given to that term in the Postal Services Act 2000,
the register means the register of members of the company,
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, nghts or property
whatsoever, other than
(a) any transaction in the ordinary course of business or of a revenue nature (or both)
(including without lnmitation the taking of assets on lease or hire purchase), and
(b) any transaction between the company and a wholly-owned subsidiary of the
company,
the seal means the common seal of the company,
Secondary Territories means all those countries or parts of the world not within the Primary
Terntories,
Secretary of State means one of Her Mayesty’s Secretanes 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,
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,
026473-0027 Page 6
Strategic Plan means a strategic plan adopted by the network subsidiary in accordance with
the network subsidiary’s articles of association,
Trade Mark means the trade mark “The Post Office” anywhere in the world,
the United Kingdom means Great Britain and Northern Ireland , and
USP Listco means a company
(a) shares in which are or have been admitted to the premium listing segment of the
Official List of the Financial Conduct Authority of the United Kingdom (acting 1n tts
capacity as the competent authority for the purpose of Part VI of the Financial
Services and Markets Act 2000) and admitted to trading on the main market for listed
securities of the London Stock Exchange ple, and
(b) which ts or has been, or a subsidiary of which 1s or has been, 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 Subject 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 1n 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 77, 78 and 89 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 absence
of any express provision to the contrary) apply with such modification as may be necessary 1n
relation to the company
LIMITED LIABILITY
3. LIMITED LIABILITY
The hability of members of the company 1s hited to the amount, if any, unpaid on the shares
in the company held by them
SHARE CAPITAL
4, RIGHTS ATTACHED TO SHARES
Subyect 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
026473-0027 Page 7
BEIS0000591
BEISO000591
5. REDEEMABLE SHARES
Subyect to the provisions of the Act, shares may be issued which are to be redeemed or are to
be hable to be redeemed at the option of the company or the holder
6. 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
7 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
8. VARIATION OF CLASS RIGHTS
Subject to the provisions of the Act, 1f at any time the capital of the company 1s divided into
different classes of shares, the rights attached to any class may be varied, either while the
company 1s a going concern or during or in contemplation of a winding-up
(A) insuch manner (if any) as may be provided by those nghts, 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
THE SPECIAL SHARE
9. HOLDER OF THE SPECIAL SHARE
(A) The Special Share may only be 1ssued 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 hmuitation, 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 mght to
vote nor any other rights at any such meeting
(C) On a distribution of capital i 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
026473-0027 Page 8
BEIS0000591
BEISO000591
BEIS0000591
BEISO000591
(1) 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 :
(il) the company to procure that any of the members of the group
(other than a subsidiary which 1s a USP Listco (and any of its
subsidiaries)) declare and pay a dividend to its shareholders,
of such an amount and to be satisfied in such manner (whether in cash, im 1
specie or otherwise) as may be determined by the Special Shareholder at its
discretion in order to give effect to, or otherwise mn 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 capttal redemption reserve) as
soon as 1s reasonably practicable, and in any event, (save where any such
reduction of share capital, share premium account or capital redemption I
reserve has been applied for) the company will pay any dividend required in :
accordance with Article 9(D)(I), (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)
() Save as provided above, the Special Share shall confer no other mght to
participate in the capital or profits of the company
(F) The Special Shareholder may, subject to the provisions of the Act, require the
company to redeem the Special Share at par (such sum being payable on
redemption) at any time by serving written notice upon the company and
delivering to the company the relevant share certificate The company shall
not be able to redeem the Special Share without the prior consent of the
Special Shareholder
(G) The provisions of this Article 9 shall be subject to Article 112 '
10. VARIATION OF SPECIAL SHARE RIGHTS
101 Matters requiring consent I
Notwithstanding any provision in these articles to the contrary other than Article 112, each of
the following shall be deemed to be a variation of the rights attaching to the Special Share and
accordingly the company shall not do any of the following without the prior written consent
of the Special Shareholder
(A) __ the alteration or deletion of, or the ratification of any breach of all or any part
of these articles,
(B) __ the voluntary winding-up of the company, the passing of a special resolution
to the effect that the company should be wound-up by the court, the
presentation by the company (whether solely or jointly with any other person)
of a petition for its winding-up, or any proposal for any of the foregoing,
026473-0027 Page 9
©
@)
€)
(F)
(G)
@®)
a)
(0)
«)
@)
026473-0027
the presentation by the company (whether solely or jointly with any other
person) of a petition applying for the appointment of an administrator or any
proposal therefore,
the issue or allotment of any shares or granting of any share rights in the
company,
the variation of any rights attached to any shares in the company in so far as
such variation affects the rights attached to the Special Share,
the declaration or payment of any dividend or the making of any distribution
by the company,
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 network subsidiary
other than to the Secretary of State, the Treasury, any nominee of either of
them or to the company or any other network subsidiary or any nominee of
either of them,
the transfer or other disposal of any issued shares or share rights in any
network subsidiary other than to the Secretary of State, the Treasury or any
nominee of either of them, or to the company or any other network subsidiary
or any nominee of either of them,
the redemption or purchase by the company of any share in itself or the
reduction of the share capital of the company or any uncalled or unpaid
lability in respect thereof, capital redemption reserve or share premium
account of the company or the passing of any resolution authorising any of
the foregoing,
ceasing to produce consolidated accounts of the group which consolidate the
results of the company with those of the network subsidiary,
the adoption of any accounting reference date or any material variation of the
accounting practices and policies to be applied in the preparation of the
accounts of any member of the group (other than a subsidiary which 1s a USP
Listco (and its subsidianies)), 1f different from the practices or policies then
adopted or applied by other members of the group (other than a subsidiary
which 1s a USP Listco (and 11s subsidianes)) (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
() appointment or removal from office of any non-executive director of
the company,
(a) appointment or removal from office of any executive director of the
company,
Page 10
BEIS0000591
BEISO000591
(0)
026473-0027
(an)
vy)
)
appointment or removal from office of any director of the company
designated or re-designated at any time as chief executive officer of
the company or otherwise carrying out the general management
functions of a chief executive officer of the company or the group,
appointment or removal of any person as chief executive of the
company (whether or not immediately prior to that appointment he
was a director of the company and whether or not immediately after
his removal he continues to be a director of the same), and “chief
executive” shall refer 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 the appointment of any person other than
a director of the company as an alternate director of any director of
the company,
save as specifically provided for in the approved Strategic Plan (if any), any
substantial alteration in the nature of the business carried on by the company
or any network subsidiary,
the entry into or implementation of a relevant transaction by the company 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 by the Company in
the previous 12 months) the percentage ratio resulting from any of the
following calculations 1s 25 per cent or more
(1) the gross assets the subject of the relevant transaction divided
by the gross assets of the group,
(il) the profit attributable to the assets the subject of the relevant
transaction divided by the profits of the group,
(II) 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(O)
(a) the “gross assets of the group” means the total fixed assets
of the group plus the total current assets of the group,
(b) 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,
Paget
BEIS0000591
BEISO000591
026473-0027
(c)
@)
@
(g)
a)
the “assets the subject of the relevant transaction” means
the value of 100 per cent of that undertaking’s assets
irrespective of what interest ts acquired or disposed of,
in the case of an acquisition or disposal of an interest in an
undertaking which does not fall within Article 10.1(O)(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,
in the case of an acquisition of assets other than an interest in
an undertaking the assets the subyect of the relevant
transaction means the consideration or, if greater, the book
value of those assets,
1m the case of a disposal of assets other than an interest in an
undertaking, the assets the subyect of the relevant transaction
means the book value of the assets;
“profits” means profits after deducting all charges except
taxation and extraordinary items In the case of an acquisition
or disposal of an interest in an undertaking which falls within
Article 10 1(0)(I), profits means 100 per cent of the profits
of the undertaking irrespective of what interest 1s acquired or
disposed of,
“consideration” 1s the amount paid to the vendors in the
relevant transaction including amounts corresponding to the
assumption by the purchaser of any liabilities whether actual
or contingent (including the repayment of inter-company or
third party debt) as part of the terms of the transaction,
if deferred consideration is or may be payable or receivable
by the relevant member of the group in the future, the
“consideration” is the maximum total consideration payable
or recervable under the agreement,
except as stated below the figures used for the calculation of
the percentage ratios must be
(1) 1n 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 annual results
at the time the terms of a relevant transaction are
agreed, the figures shown in that preliminary
statement,
Page 12
BEIS0000591
BEISO000591
)
@Q
®)
(S)
26473-0027
(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, iter 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(O),
the entry by the company into any relevant transaction which 1s not on
commercial terms and 1s not considered by the directors of the company to be
1n the interests of the company,
(1) the sale, assignment, charging, mortgaging or outright disposal by the
company of the Trade Mark in any of the Primary Territories, (i1) the granting
of an exclusive licence by the company which prevents the group (excluding
for this purpose a subsidiary which ts a USP Listco (and its subsidiaries)
from using the Trade Mark in any of the Primary Territories, (1) the taking
of any action by the company with the intention of jeopardising the Trade
Mark in any of the Primary Territories, (1v) the taking of any action by the
company which has the effect of causing the 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 the Trade Mark in
any of the Primary Territories to lapse,
(1) the sale, assignment, charging, mortgaging or outright disposal by the
company of the Trade Mark in any of the Secondary Territories, (11) the
granting of an exclusive licence by the company which prevents the company
from using the Trade Mark i any of the Secondary Terntories, or (11) the
taking of any action by the company with the intention of jeopardising the
Trade Mark in any of the Secondary Terntories (save that nothing in this
Article 10 1(R) shall prevent the company from allowing the Trade Mark to
lapse in any of the Secondary Territories, or from ceasing to assert its rights
1m respect of the Trade Mark in the Secondary Territories),
the approval of or agreement to or any material variation or amendment to
(the remuneration (including, without limitation, salary, share
options, bonuses, benefits in kind and pension rights) paid or
granted by the company or any member of the group (other
than a subsidiary which is a USP Listco (and its
subsidiaries), to any director of the company or of any
member of the group (other than a subsidiary which 1s a USP
Listco (and its subsidiaries), 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(M) (save where approval has been granted by
the holder of the POL Special Share), or
(I) the terms and conditions of employment or engagement by
any member of the group (other than a subsidiary which ts a
USP Listco (and its subsidiaries)), of any of the directors of
the company if that director was appointed by the Special
Page 13
BEIS0000591
BEISO000591
(T)
WU)
wv)
(Ww)
(x)
102
(A)
026473-0027
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 10M),
the incurring of (or entry into of any commitment to incur) any borrowing or
indebtedness in the nature of borrowing (including without limitation by way
of loan stock, bonds, debentures, notes, overdrafts or any other similar
arrangements the purpose of which 1s to raise money, credit offered by
supphers and inter-company debt) by the company,
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, or
any network subsidiary, or a USP Listco (or any other interest therein),
(save for dealings in the ordinary course of business which result in
compliance with the requirement of Article 100(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 avoidance of
doubt, not including a subsidiary which 1s a USP Listco and its subsidiaries)
for the purpose described in Article 100(B),
the company or any subsidiary (other than a subsidiary which 1s a USP Listco
(and its subsidiaries)) 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,
where required, the approval of or any agreement to any variation or
amendment to the definition of “government securities’, as that term 1s
defined 1n or in accordance with the articles of assoctation of any subsidiary
of the company, and
the exercise by the company of any voting rights the company has as a
shareholder in a USP Listco (at a general meeting of the USP Listco or
otherwise), or the entry into or amendment of any undertaking given with
respect to the exercise of such voting rights (including any restriction on the
company’s free exercise of such voting nghts in a USP Listco) ~
Approval Procedure
Whenever the company wishes to obtain the Special Shareholder’s consent to
any matter set out in Article 10 1 (other than 10 1(T))
(1) the company shall give notice to the Special Shareholder,
such notice to
(aa) be in writing,
(bb) be addressed to such persons as the Special
Shareholder shall, from time to time, notify in
writing to the company,
Page 14
BEIS0000591
BEISO000591
@)
©)
@)
026473-0027
(cc) be delivered by hand or such other means (which
may include electronic means) to which the Special
Shareholder has provided (and not revoked) its
wnitten consent specifically for the purpose of
receiving such notices,
(dd) clearly state that it 1s important and requires
immediate attention,
(ee) 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
(ff) contain or annex such information as can reasonably
be expected to enable the Special Shareholder to
consider the matter being proposed
(II) 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
(aa) _ his consent to the matter contained in the notice, or
(bb) his refusal to consent to the matter contained in the
notice (providing m reasonable detail and on a
confidential basis the reasons for such refusal), or
(cc) 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)(IN(cc) 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
@__ his consent to the matter contained 1n the notice, or
(11) his refusal to consent to the matter contamed 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 1n order to assist it to consider
the matter being proposed and the company shall deliver such information to
the Special Shareholder as soon as reasonably practicable thereafter
If the company does not receive any notice from the Special Shareholder
pursuant to Article 10 2(A)(II) 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
Page 15
BEIS0000591
BEISO000591
©
103
(A)
@)
©
@)
€)
104
issued by it pursuant to Article 10 2(A)(I) 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 (other than
a subsidiary which is a USP Listco (and its subsidiaries) 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(T) the company shall give notice to the
Special Shareholder in accordance with Articles 10 2(A)(I)(aa) to (dd) and
(ff) 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
(1) __ his consent to the matter contained 1n the notice, or
(I) his refusal to consent to the matter contained in the notice
{providing in reasonable detai! and on a confidential basis the
reasons for such refusal)
The Special Shareholder may, at any time before the Expiry Date request
from the company such further information as it reasonably requires in order
to assist it to consider the matter being proposed and the company shall
deliver such information to the Special Shareholder as soon as reasonably
practicable thereafter
If the company does not receive any notice from the Special Shareholder
pursuant to Article 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 (other than a
subsidiary which 1s a USP Listco (and its subsidiaries)) 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
Delivery of any notice served upon the Special Shareholder under Articles 10 2
or 103 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 recerpt acknowledging delivery of the same 1s signed
026473-0027
Page 16
BEIS0000591
BEISO000591
105 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 mghts attached to the Special Share For the
avoidance of doubt no action taken by a subsidiary which 1s a USP Listco (or its
subsidiaries) would result in the variation of any of the rights attached to the Special
Share.
106 — The provisions of this Article 10 shall be subject to Article 112
11. INFORMATION
(A) 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 (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 can reasonably be obtained by it
(B) 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 senor managers of the company 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 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
SHARE CERTIFICATES
12. RIGHT TO SHARE CERTIFICATES
Every member, upon becoming the holder of any shares, shall be entitled without payment to
one certificate for all the shares of each class held by him (and, upon transferring a part of his
holding of shares of any class, to a certificate for the balance of such holding) or several
certificates each for one or more of his shares upon payment for every certificate after the first
of such reasonable sum as the board may determine Every certificate shall be 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 (;:f any) of the shares
to which it relates and the amount or respective amounts paid up thereon The company shal!
not be bound to issue more than one certificate for shares held jointly by several persons and
delivery of a certificate to one joint holder shall be a sufficient delivery to all of them
13. REPLACEMENT OF SHARE CERTIFICATES
Ifa share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms
(af 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
026473-0027 Page 17
BEIS0000591
BEISO000591
LIEN
14. COMPANY’S LIEN ON SHARES NOT FULLY PAID
The company shall have a first and paramount hen 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 1n part
exempt from the provisions of this Article The company’s lien on a share shall extend to any
amount payable in respect of it
15. ENFORCING LIEN BY SALE
The company may sell in such manner as the board may determine any shares on which the
company has a hen if a sum in respect of which the lien exists 1s presently payable and 1s not
patd 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 shall not be affected by any wregularity in or mvalidity of the
proceedings in reference to the sale
16. 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 subyect to a
like len 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
17. 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 1s 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 1s made shall remain hable 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
18. LIABILITY OF JOINT HOLDERS
The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof
19. INTEREST DUE ON NON-PAYMENT
If a call remains unpaid after it has become due and payable the person from whom it is due
and payable shall pay interest on the amount unpatd from the day it became due and payable
026473-0027 Page 18
BEIS0000591
BEISO000591
until it 1s 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
20. 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 1s not paid the provisions of the articles shall apply as if that amount had become due and
payable by virtue of a call
21. 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
22. NOTICE IF CALL OR INSTALMENT NOT PAID
Ifa call remains unpaid after it has become due and payable the board may give to the person
from whom it 1s 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 ts to be made and shall state that if the notice 1s not complied with the shares
1m respect of which the call was made will be lable to be forfeited
23. FORFEITURE FOR NON-COMPLIANCE WITH NOTICE
If the notice 1s not comphed 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
24. SALE OF FORFEITED SHARES
Subyect 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 1s to be transferred to any
person the board may authorise some person to execute an instrument of transfer of the share
to that person.
25. 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 watve 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
026473-0027 Page 19
BEIS0000591
BEISO000591
26. STATUTORY DECLARATION AS TO FORFEITURE
A statutory declaration by a director or the secretary that a share has been forfeited on a
specified date shall be conclusive evidence of the facts stated in it as against all persons
claiming to be entitled to the share and the declaration shall (subyect to the execution of an
instrument of transfer 1f 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 tm or invalidity of the
proceedings in reference to the forfeiture or disposal of the share
TRANSFER OF SHARES
27, 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 1s fully paid, by or on behalf of the transferee
28. RIGHT TO DECLINE REGISTRATION
The board may refuse to register the transfer of a share which 1s 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 hen or where such transfer 1s restricted by the Act or the articles They may
also refuse to register a transfer unless
(A) it 1s lodged 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 night of the transferor to
make the transfer,
(B) it 1s in respect of only one class of shares, and
(C) itis in favour of not more than four transferees
29. 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
30. RETENTION OF INSTRUMENT OF TRANSFER
The company shall be entitled to retain any instrument of transfer which ts 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 1s given
TRANSMISSION OF SHARES
31. 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 ttle to his interest, but nothing herein
contained shall release the estate of a deceased member from any liability in respect of any
share which had been jointly held by him
026473-0027 Page 20
BEIS0000591
BEISO000591
32. ELECTION OF PERSON ENTITLED BY TRANSMISSION
A person becoming entitled to a share 1n 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
33. RIGHTS OF PERSON ENTITLED BY TRANSMISSION
A person becoming entitled to a share 1n consequence of the death or bankruptcy of a member
shall have the rights to which he would be entitled 1f 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
34. 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
night, preference or advantage not attached to the shares immediately prior to the sub-division
35. 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 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
36. OMISSION OR NON-RECEIPT OF NOTICE
361 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.
362 A member 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
37. 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
026473-0027 Page 21
BEIS0000591
BEISO000591
calling the general meeting, it may postpone the general meeting to another date, time and
place When a meeting 1s 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
38. QUORUM
No business shall be transacted at any meeting unless a quorum 1s present Two persons
entitled to vote upon the business to be transacted, each being a member or a proxy for a
member or a duly authorised representative of a corporation, shall be a quorum If, and for so
long as, the company has only one member, that member or the proxy for that member or,
where that member is a corporation, tts duly authorised representative shall be a quorum at
any general meeting of the company or of the holders of any class of shares
39. PROCEDURE IF QUORUM NOT PRESENT
If such a quorum 1s not present within half an hour from the time appointed for the meeting,
or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned
to the same day in the next week at the same time and place or to such time and place as the
board may determine
40. CHAIRMAN OF GENERAL MEETING
The chairman, if any, of the board or in his absence some other director nominated by the
board shall preside as chairman of the meeting, but if neither the chairman nor such other
director (if any) be present within fifteen minutes after the time appointed for holding the
meeting and willing to act, the directors present shall elect one of their number to be chairman
and, if there 1s 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 1s present within fifteen minutes after the time
appomnted for holding the meeting, the members present and entitled to vote shall choose one
of their number to be chairman.
41. 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 1s of such a nature.
42. ENTITLEMENT TO ATTEND AND SPEAK
Each director shall be entitled to attend and speak at any general meeting of the company and
at any separate general meeting of the holders of any class of shares in the company The
chairman may invite any person to attend and speak at any general meeting of the company
whom the chairman considers to be equipped by knowledge or experience of the company’s
business to assist in the deliberations of the meeting In addition, the chairman may invite any
person who has been nominated for the purpose by a member, where the chairman 1s 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, 1f the chairman considers it appropriate, to speak at
any general meeting of the company
026473-0027 Page 22
BEIS0000591
BEISO000591
43. ADJOURNMENTS
The chairman may, with reasonable cause but without requiring the consent of the meeting
(whether or not it has commenced or a quorum 1s 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 1s 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
44, AMENDMENTS RULED OUT OF ORDER
If an amendment proposed to any resolution under consideration 1s ruled out of order by the
chairman, the proceedings on the resolution shall not be invalidated by any error tn the ruling
VOTING
45, VOTES OF MEMBERS
Subyect to any special terms as to voting upon which any shares may be issued or may for the
tume being be held and to any other provisions of these articles, on a show of hands every
member who (bemg an individual) ts present in person or by proxy or (being a corporation) 1s
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 1s the holder For this purpose,
where a proxy 1s 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
46. I METHOD OF VOTING
A resolution put to the vote of a meeting shall be decided on a show of hands unless before,
or on the declaration of the result of, the show of hands a poll 1s duly demanded Subject to
the provisions of the Act, a poll may be demanded
(A) by the chairman, or
@) 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 nght to vote on the resolution, or
(@) by a member or members holding shares conferring a might 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 nght,
and a demand by a person as proxy for a member shall be the same as a demand by the
member
47. PROCEDURE IF POLL NOT DEMANDED
Unless a poll 1s duly demanded a declaration by the chairman that a resolution has been
cared or carried unanimously, or by a particular majority, or lost, or not carried by a
particular majority and an entry to that effect m the minutes of the meeting shall be
026473-0027 . Page 23
BEIS0000591
BEISO000591
conclusive evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution
48. WITHDRAWAL OF DEMAND FOR POLL
The demand for a poll may, before the poll 1s 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
49. PROCEDURE IF POLL DEMANDED
A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be
members) and fix a time and place for declaring the result of the poll The result of the poll
shall be deemed to be the resolution of the meeting at which the poll was demanded
50. 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 1s
demanded The demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll was demanded If a poll
1s demanded before the declaration of the result of a show of hands and the demand 1s duly
withdrawn, the meeting shall continue as 1f the demand had not been made
51. NO NOTICE OF POLL
No notice need be grven 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 1s demanded. In any other case at least seven
clear days’ notice shall be given specifying the time and place at which the poll 1s to be taken
52. 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 jomt holders, and seniority
shall be determined by the order in which the names of the holders stand in the register of
members
53. VOTING ON BEHALF OF INCAPABLE MEMBER
A member in respect of whom an order has been made by any court having jurisdiction
(whether in the United Kingdom or elsewhere) in matters concerning mental disorder may
vote and may exercise any other night conferred by membership in relation to general
meetings by or through any receiver, curator bones 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 1s to be exercised and in default the mght to vote shall not be exercisable
026473-0027 Page 24
BEIS0000591
BEISO000591
54. 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 1m respect of that share have been paid
55. OBJECTIONS OR ERRORS IN VOTING
(A) If
() any objection shall be ratsed to the qualification of any voter, or
qn) any votes have been counted which ought not to have been counted
or which might have been rejected, or
(1) 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 1s raised or pointed out at the meeting or, as the case may be, the
adjourned meeting at which the vote objected to 1s 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
(B) The company shall not be obliged to ascertain whether a proxy or
representative of a corporation has voted in accordance with a member’s
instructions and the failure of a proxy or representative so to do shall not
vitiate the decision of the meeting or adjourned meeting or poll on any
resolution
PROXIES
56. I 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
57. 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 1s usual or which the board may approve)
“Postal Services Holding Company ple
We, , of , being a member/members of the
above-named company, hereby appoint of » or failing
him, of » aS my/our proxy to vote in my/our
namef{s] and on my/our behalf at the general meeting of the company to be held on
20, and at any adjournment thereof
Signed on 20°”
026473-0027 Page 25
BEIS0000591
BEISO000591
58.
INSTRUCTIONS TO PROXY
Where it 1s 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)
59.
“Postal Services Holding Company ple
UWe, , 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 name[s] and on my/our behalf at the general meeting of the company to be
held on 20 , and at any adjournment thereof
This form 1s 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 1s not desired
Unless otherwise instructed, the proxy may vote as he thinks fit or abstam 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 notanally 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 (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 1s made or a copy of the authority, certified notarially
or i 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 receipt of such documents) not less
than 48 hours (or such shorter time as the board may determine) before the
026473-0027 Page 26
BEIS0000591
BEISO000591
BEIS0000591
BEISO000591
time appointed for holding the meeting or adjourned meeting at which the
- person named 1n the appointment proposes to vote,
(C) in the case of a poll taken more than 48 hours after it was demanded, to be
received as aforesaid not less than 24 hours (or such shorter tune as the board
may determine) before the time appointed for the taking of the poll,
@) in the case of a poll taken following the conclusion of a meeting or
adjourned meeting but not more than 48 hours after 1t 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 1s not, or in respect of which the authority or copy
thereof 1s not, received in a manner so permitted shall be invalid When two or more valid but
differing appointments of a proxy are received 1n respect of the same share for use at the same
meeting or poll, the one which 1s 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 appoimtment of a proxy shall not preclude a member from
attending and voting 1n person at the meeting or poll concerned. The proceedings at a general
meeting shall not be invalidated where an appointment of a proxy 1n respect of that meeting 1s
sent i electronic form as provided in these articles, but it cannot be read by the recipient
because of a technical problem
60. (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 1s
given or the poll demanded or (1n 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 59(A) or in electronic form at the address (if any) specified by the company in
accordance with Article 59(B), regardless of whether any relevant proxy appointment was
effected in hard copy form or in electronic form
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
61. 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 subyect to any maximum but shall be not
Jess than two
62. 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
026473-0027 Page 27
BEIS0000591
BEISO000591
@) 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
1s a member, to attend and vote at any such meeting at which the director
appointing him 1s not personally present, and generally to perform all the
functions of his appontor 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 ts 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 1s reappointed or deemed
to have been reappointed at the meeting at which he retires, any appointment
of an alternate director made by him which was in force immediately prior to
his retirement shall continue after his reappointment
(D) Any appomtment 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 I
(©) 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
63. PERSONS ELIGIBLE AS DIRECTORS
No person shall be appointed or reappointed a director at any general meeting unless
(A) _ hes recommended by the directors, or
(B) not less than fourteen nor more than thirty five clear days before the date
appointed for the meeting, notice executed by a member qualified to vote at
the meeting has been given to the company of the intention to propose that
person for appointment or reappointment stating the particulars which
would, if he were so appointed or reappointed, be required to be included in
the company’s register of directors together with notice executed by that
person of his willingness to be appointed or reappointed.
64. NOTICE OF APPOINTMENT OR REAPPOINTMENT
Not less than seven nor more than twenty eight clear days before the date appointed for
holding a general meeting notice shall be given to all who are entitled to receive notice of the
meeting of any person who is recommended by the directors for appointment or
reappointment as a director at the meeting or in respect of whom notice has been duly given
to the company of the intention to propose him at the meeting for appointment or
reappointment as a director The notice shall give the particulars of that person which would,
if he were so appointed or reappointed, be required to be included in the company’s register
of directors 1
65. POWER OF BOARD TO APPOINT DIRECTORS
Subyect to the articles, the board may appoint a person who 1s willing to act to be a director,
ether 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 m accordance with the
026473-0027 Page 28
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
66. POSITION OF RETIRING DIRECTORS
Subyect as aforesaid, a director who retires at an annual general meeting may, if willing to act,
be reappointed If he 1s not reappointed, he shall retain office until the meeting appoints
someone in his place, or if t does not do so, until the end of the meeting, or (if earlier) when a
resolution 1s passed to appoint someone in his place
67. 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 (subyect to these articles) by ordinary resolution appoint another
person who 1s willing to act to be a director in his place
(B) The office of a director shall be vacated if
(0) 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
(1) he becomes bankrupt or makes any arrangement or composition with
his creditors generally, or
(an) he 1s, or may be sufferrng from mental disorder and either
(a) he 1s 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
(b) 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
(av) he resigns his office by notice to the company;
(v) he 1s removed pursuant to Article 67(A) or 68, or
(v1) he shall for more than six consecutive months have been absent
without permission of the board from meetings of the board held
during that period and the directors resolve that his office be vacated
If the office of a director 1s vacated for any reason, he shall cease to be a
member of any committee or sub-committee of the board
68. APPOINTMENT OF CHAIRMAN AND DIRECTORS
(A) — Chairman
026473-0027 Page 29
BEIS0000591
BEISO000591
The Special Shareholder shall be entitled from time to time to appoint and
remove any person as chairman of the company by notice in wniting
delivered to the company and signed on behalf of the Special Shareholder
(B) 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 m relation to the appointment and the removal of any
person as a director
POWERS OF THE BOARD
69. ‘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 pror 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 spectal power given to the board by the articles
70. 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 1n the articles
1. 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
72. 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
73. POWER TO RECEIVE UNCALLED MONEYS
The board may, if it thinks fit, recerve 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
74, 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
026473-0027 Page 30
BEIS0000591
BEISO000591
impose, and either collaterally with or to the exclusion of its own powers and may be revoked
or altered Subyect to any such conditions, the proceedings of a committee with two or more
members shall be governed by the articles regulating the proceedings of the board so far as
they are capable of applying
DIRECTORS’ EXPENSES
75. DIRECTORS’ EXPENSES
The directors may be paid all travelling, hotel, and other expenses properly incurred by them
1m 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
76. MANAGING DIRECTOR AND EXECUTIVE OFFICE
Subyect to the provisions of the Act and the artrcles, 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 it he ceases to be a director but without preyudice to any claim to damages for
breach of the contract of service between the director and the company
77. CONFLICTS OF INTEREST REQUIRING BOARD AUTHORISATION
(A) The board may, subyect 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 avord conflicts of interest (a “Conflict”)
(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 1m 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
026473-0027 Page 3?
BEIS0000591
BEISO000591
@)
(u) 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 1s under consideration
Where the board gives authority in relation to a Conflict
q) 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,
(11) the relevant director will be obliged to conduct himself in accordance
with any terms imposed by the board 1n relation to the Conflict,
(in) the board may provide that where the relevant director obtains
(otherwise than through his position as a director of the company)
information that 1s 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 im relation to the company’s affairs, where to
do so would amount to a breach of that confidence,
(av) 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
(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
78. OTHER CONFLICTS OF INTEREST
(A)
@)
026473-0027
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 mterest to the
directors in accordance with the Act
Provided he has declared his interest in accordance with Article 78(A) a
director may
Q) be party to, or otherwise interested in, any contract with the company
or in which the company has a direct or indirect interest,
(n) 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,
(a) 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),
Page 32
BEIS0000591
BEISO000591
BEIS0000591
BEISO000591
(av) 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
(C) _A director 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 77(A) or permitted under Article 78(B) and no
contract shall be lable to be avoided on the grounds of a director having any
type of interest authorised under Article77(A) or permitted under
Article 78(B)
DIRECTORS’ GRATUITIES AND PENSIONS
79. DIRECTORS’ GRATUITIES AND PENSIONS
Subyect 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 1s 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 1
or provision of any such benefit No director or former director shall be accountable to the
company or the members for any benefit provided pursuant to this Article and the receipt of
any such benefit shall not disqualify any person from being or becoming a director of the
company
PROCEEDINGS OF DIRECTORS
80. BOARD MEETINGS
Subject to the provisions of the articles, the board may regulate its proceedings as it thinks fit.
A director may, and the secretary at the request of a director shall, call a meeting of the board
81. NOTICE
Notice of a meeting of the board shall be deemed to be properly given to a director if it 1s I
given to him personally or by word of mouth or sent in writing to him at his last known I
address or any other address given by him to the company for this purpose, or by any other
means authorised in writing by the director concerned Notice shall be given in this manner to :
all directors including any director who is for the time being absent from the
United Kingdom A director may waive notice of any meeting either prospectively or
retrospectively
026473-0027 Page 33
82. VOTING
Questions arising at a meeting shall be decided by a majority of votes A director who 1s 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
83. 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 1s not present, be counted in the quorum
84, 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 1s less than the number fixed as the quorum,
the contimuing directors or director may act only for the purpose of filling vacancies or of
calling a general meeting
85. CHAIRMAN
The chairman shall be the person appointed pursuant to Article 68(A) In the absence of such
appomtment the directors may 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 1s present But if there 1s no
director holding that office, or if the director holding it 1s unwilling to preside or if the
chairman 1s 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
86. 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 appomtment 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 1f every such person had been duly appointed and was qualified
and had continued to be a director or member of the commttee and had been entitled to vote
87. RESOLUTION IN WRITING
A resolution in writing signed by all the directors entitled to receive notice of a meeting of the
board (if that number is sufficient to constitute a quorum) or by all the members of a
committee of directors shall be as valid and effectual as if it had been passed at a board
meeting or (as the case may be) a committee of directors duly convened and held and may
consist of several documents 1m the hke form each signed by one or more directors, but a
resolution signed by an alternate director need not also be signed by his appointor and, if it 1s
signed by a director who has appointed an alternate director, #t need not be signed by the
alternate director in that capacity
88. PARTICIPATION IN BOARD MEETINGS BY TELEPHONE
All or any of the members of the board or any committee of the board may participate in a
board meeting or that committee by means of a conference telephone or any communication
equipment which allows all persons participating in the meeting to hear each other A person
026473-0027 Page 34
BEIS0000591
BEISO000591
so participating shall be deemed to be present in person at the meeting and shall be entitled to
vote or be counted in a quorum accordingly Such a meeting shall be deemed to take place
where the largest group of those participating 1s assembled, or, if there is no such group,
where the chairman of the meeting then 1s.
89. 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 rise to
a conflict of interest or his interest or duty arises only because the case falls
within one or more of the following paragraphs
( 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
(1) the resolution relates to the giving to a third party of a guarantee,
security, or indemnity in respect of an obligation of the company or
any of its subsidiaries for which the director has assumed
responsibility in whole or part and whether alone or jointly with
others under a guarantee or indemnity or by the giving of security,
and/or
(i) _ lus interest arises by virtue of his subscribing or agreeing to subscribe
for any shares, debentures or other securities of the company or any
of its subsidiaries, or by virtue of his being, or intending to become, a
participant in the underwriting or sub-underwriting of an offer of any
such shares, debentures, or other securities by the company or any of
its subsidiaries for subscription, purchase or exchange, and/or
(iv) the resolution relates in any way to a retirement benefits scheme
which has been approved, or 1s conditional upon approval, by the
HM Revenue and Customs for taxation purposes
For the purposes of this Article, 1n 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) A director shall not be counted in the quorum present at a meeting in relation to a
resolution on which he 1s not entitled to vote.
(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 1s 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 entitled to vote and
026473-0027 Page 35
BEIS0000591
BEISO000591
be counted in the quorum in respect of each resolution except that concerning his
own appointment.
«) If a question arises at a meeting of the board or of a committee of directors as to the
right of a director to vote, the question may, before the conclusion of the meeting, be
referred to the chairman of the meeting and his ruling 1n relation to any director other
than himself shall be final and conclusive
SECRETARY
90. APPOINTMENT AND REMOVAL OF COMPANY SECRETARY
Subyect 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
91. KEEPING OF MINUTES
The directors shall cause minutes to be made 1n books kept for the purpose
(A) _ ofall appointments of officers made by the directors, and
(B) _ ofall 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
92. 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 mghts 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 (in
accordance with these articles) for the five financial years commencing with such accounting.
period).
93. PAYMENT OF INTERIM AND FIXED DIVIDENDS BY BOARD
Subject to the provisions of the Act and the articles, the board may pay intenm dividends 1f tt
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 nghts if, at the time of payment, any
preferential dividend 1s in arrear The board may also pay at intervals settled by them any
dividend payable at a fixed rate if 1t appears to them that the profits available for distribution
Justify the payment Provided the directors act in good faith they shall not incur any lability
026473-0027 Page 36
BEIS0000591
BEISO000591
to the holders of shares conferring preferred mghts for any loss they may suffer by the lawful
payment of an interim dividend on any shares having deferred or non-preferred rights
94, CALCULATION OF DIVIDENDS
Except as otherwise provided by the mghts attached to shares, all dividends shall be declared
and paid according to the amounts paid up on the shares on which the dividend 1s 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 1s paid, but, if any share 1s issued on terms
provided that it shall rank for dividend as from a particular date, that share shall rank for
dividend accordingly
95. DIVIDENDS NOT IN CASH
A general meeting declaring a dividend may, upon the recommendation of the board, direct
that it shall be satisfied wholly or partly by the distribution of assets and, where any difficulty
arises in regard to the distribution, the board may settle the same and in particular may issue
fractional certificates and fix the value for distribution of any assets and may determine that
cash shall be paid to any member upon the footing of the value so fixed in order to adjust the
rights of members and may vest any assets in trustees
96. 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, 1f 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 1s 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 jomt 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
97. 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
98. 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 1n respect of any shares all sums of money (if any) presently payable by him
to the company on account of calls
99. FORFEITURE OF UNCLAIMED DIVIDENDS
Any dividend which has remained unclaimed for twelve years from the date when it became
due for payment shall, 1f the directors so resolve, be forfeited and cease to remain owing by
the company
026473-0027 Page 37
BEIS0000591
BEISO000591
100. I RESERVES AND SECTION 72 OF THE POSTAL SERVICES ACT 2000
Upon receipt by the company or any member of the group (other than a subsidiary which 1s a
USP Listco (and its subsidiaries)) 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 securthes of a value at
least equal to the amount allocated or re-allocated to the reserve in
compliance with the section 72 direction (together with interest accruing from
tyme 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
(I) st, or the relevant member Of the group (as appropriate), has
duly complied with the terms of the section 72 direction,
(II) the allocations or re-allocations to the reserve described in
the section 72 direction have been duly effected, and
(III) the government securities referred to in Article 100(B) above
have indeed been duly deposited to be held against and back
such reserve,
(IV) _ and the provisions of this Article 100(A) and (C) shall apply
mutatis mutandis in respect of the receipt by the company or
any member of the group (other than a subsidiary which 1s a
USP Listco (and its subsidiaries)) of a direction made
pursuant to section 74 of the Postal Services Act 2000
ACCOUNTS
101. RECORDS TO BE KEPT
The board shall cause to be kept accounting records sufficient to show and explain the
company’s transactions, and such as to disclose with reasonable accuracy at any time the
financial position of the company at that tame, and which accord with the Act
CAPITALISATION OF PROFITS
102. 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
026473-0027 Page 38
BEIS0000591
BEISO000591
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 1t 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 patd 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
103. RECORD DATES
Notwithstanding any other provision of these articles, but without prejudice to the rights
attached to any shares, the company or the directors may fix a date as the record date by
reference to which a dividend will be declared or patd or a distribution, allotment or issue
made, and that date may be before, on or after the date on which the dividend, distribution,
allotment or issue is declared, paid or made Where such a record date 1s fixed, references in
these articles to a holder of shares or member to whom a dividend 1s to be paid or a
distribution, allotment or issue 1s to be made shall be construed accordingly
NOTICES
104. 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
105. I 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 it
at that address or such other means (which may include electronic means) to which the
0264730027 Page 39
BEIS0000591
BEISO000591
BEIS0000591
BEISO000591
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 jomt holding and notice so given shall
be sufficient notice to all the joint holders A member whose registered address 1s not within
the United Kingdom and who grves 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 recerve any notice from the
company
106. DEEMED RECEIPT OF NOTICE BY MEMBERS PRESENT AT MEETING
A member present, either in person or by proxy, at any meeting of the company or of the
holders of any class of shares in the company shall be deemed to have received notice of the
meeting and, where requisite, of the purposes for which 1t was called
107. I 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 1s entered in the register of members, has been duly given to a
person from whom he derives his title
108. 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 if 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 I
sufficient to prove that the notice, document or other information was I
properly addressed, prepaid and put in the post 1
(B) Any notice, document or other information not served, sent or supphed by
post but left by the company at a registered address or at an address (other
than an address for the purposes of communications by electronic means)
notified to the company in accordance with these articles by a person who 1s
entitled by transmission to a share shall be deemed to have been received on
the day it 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 supphed
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 carried out the
action it has been authorised to take for that purpose
026473-0027 Page 40
109. I SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION
A notice may be given by the company to the persons entitled to a share in consequence of
the death or bankruptcy of a member by sending or delivering it, in any manner authorised by
the articles for the giving of notice to a member, addressed to them by name, or by the title of
representatives of the deceased, or trustee of the bankrupt or by any like description at the
address, 1f 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
110. I DISTRIBUTION OF ASSETS OTHERWISE THAN IN CASH
If the company 1s wound up, the liquidator may, with the sanction of a special 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
as a hability
INDEMNITY
111. 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 lability and may purchase and maintain for
any director or former director or company secretary of the company insurance against any
hability 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 9 AND 10
112. ARTICLES SUBJECT TO RELEVANT LAW
(A) 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 (11) procure that any subsidiary of the company takes or omits to
take any action which action or omission would, 1n the reasonable opimon of
the board of the company or of such subsidiary, give rise to criminal or civil
hability on the part of the company, such subsidiary or any of the directors of
the company or such subsidiary, or any lability on any of the aforesaid for
breach of any statutory or common law duty or requirement (for the purposes
of this Article 112, a “relevant breach”)
(B) _ 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
026473-0027 Page 41
BEIS0000591
BEISO000591
©
@)
€)
026473-0027
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 112 did not apply 1n relation thereto
For the purposes of this Article 112, 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 1s
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 112(D), having
had due regard to the independent advice consequently received and having
consulted the Special Shareholder mm relation thereto
If in any case where the company or the directors seek to rely upon
Article 112(A) in respect of any matter, the Special Shareholder has within 7
days of receipt of legal and/or financial advice pursuant to Article 112(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 (11) subject to Article 112(A) not take any decision or
action in relation to the relevant matter until such advice shelf have been
obtained and the board shall have consulted the Special Shareholder in
relation thereto
Nothing in this Article 112 shall fetter any statutory power or remove or alter
any obligation imposed on any person by statute
Page 42
BEIS0000591
BEISO000591