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COMPANIES FORM No. 12
Statutor; Declaration of compliance
with requirements on application
foy registration of a company
Fignde di aot Pursuant to section 12(3) of the Companies Act 1985
wiitn in
ahs mera
to the Ragistrar of Companies For official use For official uso
Manse complete carer
Yew fy, profreably tid
In btack typ0, 6 Lede dee
bald block fettering «= Nama of company
+ HOST OFFICE COUNTERS Lt
“ rneart fait
namie af Company
t golem e do solemnly and sincoraly declare thet fama [Soren vagy Ud TA NOs FORADUGOR NeoipSNyit
pots = {person named as director or secretary of the company In tho statement dalivered to the registrar
under section 10{2)Jt and that all the requirements of tho above Act In respact of tho registration of the
above company and of mattors precedent and Incldental to it have been complied with,
And t moke this solomn docloratlon consciontiously belioving the same to be true and by virtue of tha
provistons of the Statutory Declorations Act 1835
pot OFFICE HEADQUART
GRO NOI a
Declarant to sign below
ACommissioner for Oaths or Notary Pul
tho Peace or Solicitor having tho powors conferred ona
Commissionor for Oaths.
fo Ltr tMegetel, Seee Ores
Hered t We O5E,
Ae ted
Atuese Fl
Presentor's name address and For official Usa
roforance (if ary): Now Companies Section Post room
THE SRR T
tye, Rost CELE
ya eieaue sek PRA
pode
ala tPF
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COMPANIES FORM No, 10
Statement of first directors
and secretary and intended
situation of registered office
Poace do nor Pursuant to section 10 of the Companies Act 1985
write int
‘Wha margin
To the Registrar of Companies
Plouso comptsto
legibly, pralorahty For official use
in blngk type, oF
holt block lettering
Name of company
* invert (att nome +... POST OEFICE COUNTERS Lip
‘of company oe moe at Do.
Tho Intended situation of the rogtsterad office of the company on incorporation is as stated below
YAC HOUSE
PostcodeI SE1_ SUA
i the mumorandum ts dofivered by un agent for the subscribers of the
momorandum please mark ‘X'In the box opposita and Insert
tho agent's nama ond addrass below
[ Postcoda]
Numbor of continuation shoets attached (seo note 1)
Prasontor’s nume address and For officlal Use
refarence {if any} Gonaral Section I Past ream
THe staawery '
AMG. Rpt Gir I
Boje yeane Mage I
Page barnes
Ae Pe
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The namats) and parncatars of the person who is, or the persons who are, to be the first director or Please do not
threetors of the company [note 2) ara as follows: ware
this morgin
Narne (note 3) ° Businoss occupation
SU RAWALD DRARIRG CHATHMAN, POGT GFEICH,
Previous nama(s} (ncte 3) Nationality
Address (not 4)
t onter porticutors
of other
Girectorshlpt
held of proviourty
hold (soo note 6}
W this spaco is
Inaufficiont use ®
continuation sheet,
Signature GRO Dato 24 July \43°7
Name {note 3) Businass occupation
ANTHONY JOHN ROBERTS MANAGING DIRECTOR , COUNTERS
Provious name(s) {ote 3) _--Natlonality,
Address (note 4)
GRO. I GRO I
Oate of birth (whore applicable}
(note 6) -
Othor directorships f
NONE
I consent to act as director. of the.cormoany.namod, on page 1
Signature GRO hot Date 2 July (87
ne
Name (note 3} Business occupation
Anthony Bertram BUTLER lanning & Business
Previous name(s) {note 3) Nationality Nee Corporatipn ple
F Adres SR
Date of birth (where applicable)
{note 6}
!
thedeorsitany_nantor.an nage 1
GRO
I consent to act as director of
Dato 24 duly W187
Signatura
Page 2
rs margin
Ploase complete
Teglbly, prafersbty
In black typo, or
bold block lattering
© dotate if sho form io
signed by the
subcribers
doteto if the fer ka
signed by an agent on
hekatl of the
subcribers,
Alt the wubperibeare
mut gign either
perconaliy or by 3
ereon oF yerwans
authorised to enn
for thom
Page 3
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eo Harels) and particulars of the person who 13, of the persons who are,to be the first secretary, OF point
secretarias, of the sompany are as follows:
1 Name {notea 3 & 7}
MORAG MACDONALD
Previous name(s} (note 3)
Address (notes 4 & 7}
SOMERVILLE,
“T Postcode] f
{consent to act as secratary of the company named on page 7
Signature GRO i
Date hh deals 4597
Name (notes 3 & 7)
Pravious namuts} (note 3)
Addross (notes 4 & 7)
~ I Postcode
1 consent to aut as secretary of tho company named on page 1
Signature Date
Signature gent on behalf of subsribers fa
Signed
A daly ET
Signed ae se ce ec ee os
SONG ae cue in cos nes enn veo Date
Signed . / aid we nee
Signed Dato
Fonte complete
Tegibly, prefornbly
in binck typeof
old Bleck lerterlng
* gant tail ONTO
at eumpony
1 aleiete
mmapytopriate
COMPANIES FORM No. 10 (cont.)
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Statement of first directors and P weato }
secretary and intended situation Continuation "
of registered office {continuation} Company number
Name of company
a Rost OF
Particulars of that
Nome {nate 3
~~ _Thiliy Bawa
Provious namole)
Addressiastos..
“Li varae of tho commnny,
GRO
{ consent to -namod shove
Signature
incted
-dpost Office
and 16
Business Occupation
Board
ember,.corperage ...
jnance &
Planning
Date
inate 6
Date 29 July 1987
Particutors of other directorships:
cipfa Services Ltd
Postel Investment Manageme
nt Ltd
continued Gverleat T
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A.B BUTLES
The Dee Corporation PLC
Kalle Infotec Ltd
Roneo Vickers Ltd
Roneo Vickers (Overseas) Ltd
Campagne Du Ronco
The Post Office (Non-Executive)
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THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
aE OE SHARES
MEMORANDUM AND ARTICLES
OF ASSOCIATION
or
POST OFFICE COUNTERS LTD
3.01
The
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ZISUSUO
rst
THE COMPANTES ACT 1985
COMPANY T.TMITED BY SHARES
MEMORANDUM OF ASSOCIATION
or
POST OFFICE COUNTERS LTN
neme of the Company is Post Office Counters Ltd
The registered office of the Company will be situated in England.
The
(a)
(b)
te)
objects for which the Company is astablishad ara;
To acquire, by virtue of a Scheme to be made by the Post
Office under Section 60 of the British Telecommunications Act
1981, the business carried on by the Post Office whether as
principal or agent immediately prior to the date of the
coming d¢nto force of that Scheme dn such parts of post
offices asp are open to the public and at sub post offices by
the Post Office's duly appointed agents on ite behalf.
to carry on or engage in any business or activities and to do
any things which may lawfully be carried on or engaged in or
dona by the Post Office in the exercise of its statutory
powers,
To provide such services other than banking services by
means of which money may be remitted as it chinka fit.
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(d) To provide, in such parts of post offices as are open to the
public (whether for the transaction of ponatal business or
othervise), such services provided by means of
telecommunication ayatens as it thinke fit.
(e) To perform services for any public telecommunications
operator or any subeldiary of any such operator.
({) To perform services for Her Majesty's Government in the
indted Kingdom, Her Majesty's Government in Northern Ireland
or che government of a country or territory outside the
United Kingdom.
(g) To perform services for local authorities or national health
service authorities.
(h) With the consent of, or in accordance with the terms of a
general authorisation given by, the Secretary of State, to
perform, dn such parca of post, offices as are open to the
public for the transaction of postal business, such services
for any operator of a public transport service (within the
meaning of the Transport Act 1985), or any subsidiary of such
an operator, as it thinks fit, being services which are
connacted with the provision of public passenger transport
services; and
(lL) With the consent of, or dn accordance with the terms of a
general authorisation given by, the Seerctary of State, to
perfora, in such parte of post offices os are open to the
public for the transaction of postal business, such services
for euch bodf{es which meet the following criteria as it
thinks fits:
(1) any bedy corporate
({) which supplies goods or services by way of
business;
(11) the affairs of which are managed by its members;
and
(§)
(k)
)
(m)
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(444) che members of which hold office as such by virtue
of cheir appointment to that or another office by a
Minister of the Crown under any enactment;
(2) any passenger transport executive for the purposes of
Part Il of the Transport Act 1968;
(3) any statutory water undertaker edthin the meaning of the
Water Act 1973;
(4) a public gae supplier (within che meaning of Part 1 of
the Gas Act 1986);
(5) the British Broadcasting Corporation;
(6) any body corporate with a statutory duty to promote and
ageist the maintenance and development of the efficient
supply of any goods or services by a body falling within
Paragraphs (1) to (5) above; or
(7) any wholly owned subsidiary of a body falling within
paragraphs (1) to (6) above.
To provide postal services, ineliding cash on delivery
serviess and telepast sotvices, on its own behalf and on
behalf of the Post Office or any suhbiddiary of the Post
Office and to perform for and provide on behalf of the Post
Office or any subsidiary of the Post Office such other
services as it thinks fit,
To perform for and provide on behalf of ouch other persons
as it thinks fie such services ag tt thinks fit,
To riurry on business as retailers and to buy sell
manufacture and deal in things of any kind.
To enter {nto arrangementa with companies, firms and persons
for promoting and increasing the sale and purchase of goods,
(2)
(0)
(p)
wW
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articles or commodities of all and every ind and
description, elther by buying, selling, letecing ar taking on
hire, hire-purchase or easy~payment syatems, or by financing
or assisting such cther companies, firms or persons to do all
or any of such lasr-mentioned acto, transactions and things,
and in such manner ag may be necessary or expedient and in
connection with or for any of these purposes, to purchase
apreamants (or any righta thereunder), lend moncy, give
dndemnities, guarantees or securities or otherwise finance or
agaist all or any of such purposes on such terms and in such
matner na may be desirable or expedient.
To receive money on current account, deposit or on lean or
otherwise on suzh terms ag the Company may approve and to
employ money and securities in any manner which the Company
may consi¢ler expediont,
Te collect and transmit securities.
To carry on business as brokers, eyents, managers and
underwriters of sll types and classes of inaurance and
re~insurance business, and to arrange, advise on or deal in
any type of inavrance and to offer all services and
factlities and advice concerning insurance.
Te urdarcake and execute trusts of all kinds and ta undertake
tha offfce of trusten, custodian trustee, executor or
administrator and to undertake and execute trusts of all
kinda and in particular to act os trustee of any deeds
constituting or securing any debontures, debenture stock or
other securities or cblfgations.
To act ag agents consultents or advisers in relation to or in
conection with the mansyement ond investment of money and
all aspecta of pension matters,
To carry on the business of banking in all its aspects and to
transact and do all matters and things incidental thereto or
which may at any time hereafter be usual in connection with
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the business of banking or dealing in money (in any currency
whatsoever) or securities for money and, ja particular, te
lend and advance money or give credit to any company or
person, whether in the United Kingdom or alsewhere.
{t) To act as agents for the collection and receipt of money and
generully to act aa agents and render services for others.
fu) To Lasue, and transact business in respect of, all types of
bankers cards and credit cards.
(v) To form, subsidise and promote companies fr the purpose of
carrying on any businees within the objects of the Company
and to act an a holding and co-ordinating company.
3.02 To purchase, take on leasd or in exchange, hire or otherwise
acquire and held, for any estate or interest, and manage any
lands, budldioga, servitudes, casenents, rights, privileges,
concessions, machinery, plan’, stock-in-trade and any heritable or
moveable real or personal property of any tind.
4.03 To purchasa or atherwise acquire any patents, brevets d'invention,
licences, concessions, copyrights, trade marks,: designs and the
like, conferring any exclusive or non-exclusive or limited right
to tae, or any secret or other information as to any invention,
process or development which may seem to the Company ¢apable of
being used for eny of the purposes of the Company, or the
acquisition of which may seem calculated directly or indirectly to
benefir tha Company, to use, exercise, develop, grant licences in
respect of or otherwise turn to account any of the same sand with a
view to the working and development of the same to carry on any
business whatsoever, whether manufacturing or otherwise, which the
Company may think caleulated directly or indirectly to achieve
theas abjecta.
9,04 To form, promote and assist companies, syndicates or
other bodies of all kinds and to dasue on commission or otherwise
underwrite, subscribe for and take or guarantee the payment cf any
dividend or interest on any shares, stocks, debentures or other
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capital or securities or obligations of any such companies,
syndteates or other bodtes, and tn pay or provide for brokerage
commission and underwriting in respeee of any such issue.
+04 Ta enter into partrerships or into any arrangement for sharing
profita, union of interests, co-aperation, reciprocal concesatons
or otherwise with any person or company for the purpose of
carsying on business within any of the objects of the Company.
3.06 To carry on any other business which may seem to the Company
capable of being conveniently carried on in connection with the
preceding paragraphs of this Clause or calculated directly or
Indirectly to enhance the value of or render profitable any of the
Vompany's property or rights.
3.07 To purchase or otherwise acquire and undertake a1] or any part of
the buainess, property, liabilities and transactions of any person
or company carrying on any business which this Company is
authorised to aarry on, or possessed of property suitable for any
of the purposes of the Company.
3.08 To develop, work, improve, manage, lease, mortgage; charge,
pledge, turn to nccount or otherwise deal with all or any part of
the property of the Company, to surrender or accept surrender of
any lease or tenancy or rights, and te sell the property of the
Company, or any part thereof, for such consideration as the
Company may think fit, and in particular for cash or shares,
debentures or securities of any other company.
3.09 To construct, ereet, maintain, alter, repluce or remove any
buildings, works, offices, erections, plant, machinery, tools, or
equipment as may seem desirable for any of the businesses or in
the interests of the Company, and to buy, sell and generally deal
dn any plant, tools, machinery, goods or things of any description
which may be conventently dealt with in connection with any of the
Company's objects,
4.10 To enter into, carry on and participate in financial transactions
and operations of all kinds and toe take any steps which may be
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vonsidesed expedient for carrying inte effect such transactions
and operations including, without prejudice to the generality of
the forepoing, borrowing and lending money ane entering into
contracta and arrangements of all kinds.
X11 To horrow or raise money in such manner as the Company shall think
fit and in particular by the issue (whether at par or at a premium
or discount and for such consideration as the Company may think
fit) of bonds, debentures or debenture stock (payable to bearer or
otherwise), mortgages or charges, perpetual or otherwise, and, if
the Company thinks fit, charged upon all or any of the Company's
property (both present and future) and undertaking including ite
uncalled capital, and collaterally or further to secure any
obligations of the Company by a trust deed or other assurance.
3.12 To guarantce or otherwise support or secure, either with or
without the Company receiving any consideration cz advantage and
whether by personal covenant or, by mortgaging or charging all or
part of the undertaking, property, assets and rights present and
future and uncalled capital of the Company or by both such methods
or by any other means whatsoever, the liabilities and obligations
of and the payment of any moneys whatsoever (including but not
limited to capital, priuedpal, premiums, interest, dividends,
costs and expenses an any stocks, shares or securities) by any
person, firm, company or other body corporate whatsoever including
but not limited to any company which is for the time being the
holding company or a subsidiary (both ap defined by section 736 of
the Companies Act 1985) of the Company or of the Company's holding
company or is controlled by the same person or persons as control
the Company or ig otharwise associated with the Company in its
business.
3,13 fo grant indenmities of every deseription and to undertake
obligations of every description,
3.14 To pay comminsiton to and remunerate any person or company for
services xendered in underwriting or placing, or assisting to
underwrite or place, any debentures or other security of the
Company, or in or about the conduct of its business.
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‘to pay for any property or rights acquired by the Company *ither
in cash or by any securities which the Company has power to {asue,
or partly din one mode and partly in another and generally on euch
terms as the Company may determine,
416 To accept payment for any property or rights sold or otherwise
disposed of or dealt with by the Company, either in eanh, by
instalments or othorwise, or in fuliy or partly paid-up shares of
any company or corporation, with or without deferred or proferred
rights dn respect of dividend or repayment of capital or
otherwise, or in debentures or mortgage debentures or debenture
stock, mortgages or other eecurities of any company or
corporation, or partly in one mode and partly in another, and
generally on such terms as the Company may determine,
3.17 To digtribute among the members in specie any property of the
Company or any proceeds of sale, disposal or realisation of any
property of the Company but so that no distribution amounting to a
reduction of capital be made except with the sanction (if any) for
the time baing required by law.
18 To subscribe for, purchase or otherwisd acquire, taka, hold, or
soll any shares or stock, bonds, debenture stock, or other
securities or obligations of any company and to invest or lend any
of the moneys of the Company not immtdintely required for its
operations in such manner, with or without security, and whether
at home or abroad, as the Company may think fit.
3,19 To amalgamate with any other company whose objects are or include
objecta similar to those of the Company and on any terms
whatsoever,
3.20 To procure the Company to be registered or recognised in any
country or place abroad,
3.2) To enter into any arrangements that may seem conducive to the
Company's objects with any governments or authorities
internatlonal, supreme, municipal, local or otherwise or any
corporations, companies, powers, trade associations or funds or
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any of them, and to obtain from any such government euthority,
corporation, company, person, trade association or fund, any
charters, contracts, decrees, rights and privileges and
concessions and ta carry out, exercise and camply with any such
charters, contracts, decrees, rights, privileges and concessions.
3.22 To take all necessary and proper steps in Parliament or with any
government or authority, international, supreme, municipal, local
or otherwise for the purposes of advancing the Company's interests
genernlly and in particular of the purpose of carrying out,
extending or varying the objects and powers of the Company or
altering its constitutton and to oppose any proceedings or
applications which may saem calculated directly or indirectly to
prejudice the Company's interests.
3.23 To appoint any person er persons, firm or firms, company or
companias to ba the attornay or agent of the Company and to act as
agente, managers, secratarses, contractors or in similar capacity.
3.24 To insure the life of any person who may, in the opinion of the
Company, be of value to the Company as having or holding for the
Company interests, goodwill or influence or other assets rnd to
pay the premiums on such insurance.
4.25 To establish and maintain or procure the establishment and
maintenance of contributory or non-contributory pension or
superannuation funds or schemer for the benefit of the persons
referred to below, to grant emoluments, pensions, allowances,
donations, gratuities and bonuses to such persons and to make
payments for or towards insurance on the life or lives or such
persons; to eatablinh, subsidise, subseribe to or otherwise
support any institution, association, society, club, other
establishment, or fund or scheme, the support of which may, in che
opinion of the Company, be calculated directly or indirectly to
benefit the Company or any such persons, or may be connected with
any place where the Company carried on business; to institute and
maintain any institution, association, society, club or other
establishment or profit-sharing scheme calculated to advance the
interests of the Company or such persons; to join, participate in
and gubsidise or assist any association of employers or employees
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Wi
oer any trade asgoctation; and to subseribe or guarantee money for
charitable or benevolent objects or for any public, general or
useful object or for any exhibition; the said persons are any
persona who are or were at any time in the employment or service
of the Company or of any company which 1s for the tame being the
holding company or a subsidiary (both as defined by section 736 of
the Companies Act 1985) of the Gompany or of the Company's holding
company or is otherwise agseciated with the Company in its
business or who are or were at any time directora or officers of
the Company or of such other company an aforesaid, and holding or
who held any salaried employment or office in the Company or auch
ather company, and the wives, widows, families or dependants of
any such persons.
3.26 To take, makey execute, enter into, commence, carry on, prosecute
or defend all steps, contracte, agreements, negotiations, legal
and other proceedings.-compromises, arrangements and schemes, and
to do all other acts, matters and chings which shall at any timo
appear conducive or expedient for the advantage or proteation of
the Company.
3,27 to do all or any of the things described dn the preceding,
paragrapha of this Clause in any part of the world and either as
principals, agents, contractors, truste
s, or otherwise, and
either alone or in conjunction with others.
3.28 To do ali such acta or things as are incidental or conducive to
the attainment o£ the above objects or any of them.
It 4s hereby declared that:
(a) the word "company" in this Clause, except where used in
reference to the Company, shall be deemed to include any body
corporate, partnership or other body of persons, whether
incorporated or not incorporated, and whether domiciled in
the United Kingdom or elsewhere, and whether now existing or
hereafter to be formed; and
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(b) the objects set forza ‘n each sub-clause of this Clause and
in each paragraph «fF each gub-clause shall noc be
restrictively construed but che widest interpretation should
be given thereto and they shall not, except where the
context expressly so requires, be in any way limited or
restricted by application of the ejusdem generis rule or by
reference to or inference from any other object or objects
get Forth in guch sub-clause or ouch paragraph of such
aub-clause or from the terms of any other aub-clausa or any
other paragraph of any sub-clause or by the name of the
Company; none of such sub-clauses or auch paragraphs of such
aub-clauses ox the object or objects therein specified or
the powers thereby conferred shall be deemed subsidiary or
ancillary to the objects or powers mentioned in any other
sub-clause or any other paragraph of any other sub-clauae,
but the Company shall have full powar to exercise all or any
of the objects conferred by and provided in each of the said
sub-clauses and the said paragraphs of the said sub-clauses
as 1£ cach sub-clause and cach paragraph of each sub-clause
contained the objects of a sepatate atmpuny.
4. The Jdability of the members is limiced.
5. The share capital of the Company is £50,000 divided into 50,000
shares of £1 cach.
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We, the several persons whese namea, addresses and descriptions ere
subscribed, are destrous of being formed into a Company in pursuance of
this Memorandum of Agsocdation and we respectively agree to take the number
of chaxes in rhe capital of the Company set opposdte our respective names.
Number of
Shares taken
hy each
NAMES, ADDRESSES AND DESCRIPTIONS Subseriber
OF SUBSCRIBERS (in words)
‘the Post Office Forty nine
33 Grosvenor Place, LONDON SWLX 1PX thousand,
nine
hundred
and ninety
nine
One
DATED this 24 duly 1987
WITNESS to the above Signature
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" ISHS YL
THE COMPANTES ACT 1985
COMPANY LIMITED 3.Y SHARES
ARTICLES OF ASSOCIATION
OF
POST OFFICE COUNTERS LTD
1. OTHER REGULATIONS EXCLUDED
1.01 No regulations for management of a company set out in any schedule
to any statute or statutory instrument concerning companies shall
apply to the Company, but the following shail be the Articles of
Association of the Company.
2. INTERPRETATION
2.01 In these Articles the following expressions have the following
meaninga:
Expression Meaning
"A" Directors and the reapective meanings ascribed by
"B" Directors Article 9.03
Act the Companics Act 1985,
Ayticles these Articlea of Association as
altered from time to time.
Audttors
Roard
clear days
Company
dividend
executed
holder
Tnstrument
month
Office
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the auditors for the time being of
the Company,
the Board of Directors for the rime
being of the Uompany or the
Directors present at a duly convened
mreting of Directors at which a
quorum as specified in these
Articles is present.
(in relation to the period of a
notice) that pertod excluding the
day when the notice is given or
deemed to be given and the day for
which ft 48 given ox on which it da
to take effect,
Post Office Counters Ltd
includes a distribution and a
bonus, 4£ not inconsistent with the
subject or context.
includes any mode of execution.
(dn relation to shares) the member
whose name is entered dn the
register of mewbers as the holder of
the shares.
an ingtrument signed ond delivered
as provided in Article 2.02.
calendar month.
the registered office for the time
being of the Company.
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patd up padd up or credited as paid up in
respect of the nominal amount of a
share,
Register the register of members of the
Compaay.
Seal the common seal of the Company.
Secretary the secretary of the Company or any
other person appointed to perform
any of the duties of the seczetary
of the Company including a joint,
temporary, assistant ox deputy
secretary,
Statutas . the Companies Act 1985 and any
. statutory modification or
yerenactment thereof For the time
being in force and every other Act
for the time being in force
concerning companies and affecting
the Company.
United Kingdom Great Britain and Northern Ireland.
writing dneludes printing, typewriting,
lithography, pltotography and any
other mode or modes of presenting or
reproducing words in a visible forn.
year year from lst January to 31st
December inclusive,
2.02 Where, for the purposes of these Articlea, any direction,
appointment, approval or removal may be made, or any terms may be
specified, by the Post Office, that direction, approval or removal
shall be made, and those terms shall be specified, given or
affected by an instrument signed by the Chairman or the Secretery
for the time being of the Post Office and shall be effective when
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received personally by the Secretary of the Company ar when
delivered to the Office (whichever shall first occur},
2.03 Nords importing:
(a) the singular number only include the plural number and vice
versa;
(b) the masculine gender only include che feminine gender;
(c) pexsons include partnerships, firma, trusts and corporations,
2.04 Referances tot
{a) any section or provision of any Statute, {f not inconaietent
with the aubject or context, include any corresponding or
substituted section or provision of any amending,
consolidating or replacement Statute;
(b) an Article by number are to the particular Article of these
Articles.
2.05 Subject age aforesaid; any word or expression defined in che
Statutes (excluding any statutory modification thereof not in
forea when those Articics become binding on the Company) shall, if
not ‘inconsistent with the subject or ¢ontext, bear the samc
meaning in these Articles.
2.06 The headings are inserted for conventence only and shall not
affect the construction of thease Articles.
3, BUSINESS
Subject to the provisions of these Articles any branch or kind of
business which the Company is either expressly or hy implication
authorised to undertake may be undertaken by the Board at such
time or times ag it shall think fic, and further may be suffered
by it to be in abeyance, whether such branch or kind of business
nay have been actually commenced or not, so long as the Board may
deem it expadient not to commence or proceed with the same.
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1?
4 STERED OPE
The Office shall be at such Place in England or Kates as the Board
shall from time to time appoint.
SHARE CAPITAL
5.01
The share capital of the Compeny t8 £50,000 divided into 50,000
Shares of £1 erch,
Subject to the provisions of the Statutes relating to authority
and to any directions which may be given either pursuant to
Article 13.02 or by the Company in General Meecing, shares in the
original capital ef the Company and any shares hereafter created
shall be under the control of the Roard, which may alloc, grant
options over or otherwise dispose of the same to such persons on
such terms and at such times as the Board may think proper,
provided that no shares shall be issued at a discount.
5.03 Without prejudice to any special rights attached te any exiating
shares, and subject to. the provisions of the Statutes and of these
Articles, any shares may be issued with such righta or
restrictions as the Company may from time to time by Ordinary
Resolution determine.
5.04 Except as otherwise expressly provided by these Articles or as
required by law or as ordered by a Court of competent
jurisdiction, no person shall be recognised by the Company as
holding any share on any trust, and (except as aforesaid) the
Company shall not he bound by or recognise feven when having
notice thereof) any interest in any share except an absolute right
to the entirety thereof in the holder.
5.05 Upon becoming the holder of any shares every member shall be
entitled, without payment, to receive within two months after
allotment or lodgment of a transfer (unless the conditions of
4ssue provide for a longer interval) one certificate under the
Seal for all the shares of each class registered in his name,
specifying the number, class, and distinguishing numbers (4f any)
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18
of the shares in respect of which it 1s Lssued and the amount or
respective amounts paid up thereon,
5.06 Every certificate for shares or debentures or representing any
other form of security of the Company shall, in accordance with
Article 21, be issued under the Seal.
5.07 The Board may, in its absolute discretion, and without assigning
any reason, refuse to register a transfer of any share.
5.08 In case of the death of a memher his share shall farrhwith be
‘ registered in the name of, or in the name of a nominee of, the
Post Office,
5,09 The Company in Gereral Meeting may from time to time:
(a) by Ordinary Resolution:
(4) consolidate and divide all or any of its share
} capital into shares of larger nominal amount than
& its existing shares;
: (4d) cancel any shares which at the date of the passing
of the resolution have not been taken or agreed to
: be taken by any person, and diminish the amount of
i dts share capital by the amount of the shares so
cancelled;
(itd) subject to the provisions of the Statutes,
+ gub-divide its shares or any of them into shares of
emaLller amount and the resolution may determine
that, as between the shares resulting from such
sub-division, any of the shares may have any such
preferred or other special rights over, or may have
guch deferred rights or be subject to any euch
restrictions as compared with, the others as the
Company has power to attach to unissued or new
shares;
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18
(b) subject to the provisions of the fratutes, by Special
Resolution reduce its share eapital or any capital redemprion
veserve or share premium account in any manner.
5.10 The Compaay in General Meeting may from time to time by Ordinary
Resolution increase ita share capital by the creation of new
shares, such new capital to be of such amounc and to be divided
into shares of such respective amounts and to carry such special
rights (if any) or to be subject to auch restrictions (if any) as
are referred to in Article 5.03 as the General Meeting resolving
on such increase may prescribe.
6. GENERAL MEETING
6.01 The Company shall in each year hold a General Meeting as its
Annual General Meeting in addition to any other mectings in that
year, Not more than 15 months shall elapse between the date of
one Annual General Meeting of the Company and that of the next,
The Annual General Meeting shall be held at such time ond place as
the Board shall determine. All General. Meetings, other than
Annual General Meetings, shall be called Extraordinary General
Meetings.
6,02 The Board may cali, an Extraordinary General Meeting whenever it
thinks f£4t, and Extraordinary General Meetings shall also be
convened on such requisition, or in default may be convened by
such requisitdonists, as provided by section 368 of the Act. The
Board shall on requisition proceed to convene an Extraordinary
General Meeting for a date not Later than eight weeks after
receipt of the requisition. If there are not within the United
Kingdom sufficient members of the Board to convene a General
Meeting any Director, or any member of the Company, may call a
General Meeting.
6.03 In the case of an Annual General Meeting or of a mecting convened
for the purpose of passing 4 Special Resolution, 21 clear days!
notice at the least, and in any other case 14 clear days' notice
at the least, specifying the place, the day and the hour of
meeting and, in the case of special business, the general nature
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of such business shali be given {n manner hereinafter mentioned to
the Auditors, the Directors, all persons entitled to a share in
consequence of the death or bankruptcy of a member, and to such
persons as are under the provigiona of these Article entitled to
receive notice of Genoral Meetings from the Company, but with the
consent of all pecsons for the tiie being entitled as aforesaid,
or of such proportion thereof as is preseribed by section 369(3)
of the Act, a meeting may be convened on a shorter notice, and in
such manner as such persons may approve, The accidental omission
to give such notice to, or the non-receipt of such notice by, any
such person shall not invalidate any resolution passed or
proceeding had at any such meeting. Every notice convening an
Annual, General Meeting of the Company shall describe the meeting
as an Annual General Meeting.
7. PROCEEDINGS AT GENERAL MEETINGS
7,01 All business: that is transacted at an Extraordinary General
Meeting shali be deemed special and all business that ia
transacted at an Annual General Meeting shall also be deemed
special, with the exception of:
(a) declaring a dividend;
(b) the consideration of the accounts and balance sheet and the
reports of the Directors and the Auditors and any other
documents required to be annexed to the balance sheet;
(c) the election of Directors;
(a) the fixing of any fees payable to the Directors;
(e) the re~appointment of the Auditors retiring (unless they were
last appointed otherwise than by the Company in General
Meeting) and the fixing of the remuneration of the Auditors
or the determining of the manner in which such remuneration
is to be fixed; and
7.02
7,03
7.04
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(f) the taking of authority by the Beard to allot relevanr
securities pursuant to Section 80 of the Act,
No business shall be transacted at an
sorum Lf present when the meeting proceeds to business. For all
Purposes the quorum shall be not less than 2 members entitled to
vote upon the business to be transacted, each being a member or a
proxy for a member or a duly authorised representative of a
corporation,
The Chairman (4f any) of the Board shall preside at every General
Meeting of the Company. If there be no euch Chairman or Af ac apy
meeting he shall not be Present within 15 minutes after the time
appointed for holding the same the Directors Present shall choose
one of their number to act, or if there be oaly one Director
present he shall be Chairman.
A Director shall, notwithstanding that he is not a momber, be
entitled to attend and speak at any General Meeting.
The Chairman may, with the consent of a meeting at which a quorum
is present, and shall, if so directed by the mecting, adjourn any
mecting from time to time (or sine die) and from place to place ag
the meeting shall determine. Where a meeting 1s adjourned sine
die the time and place for the adjourned meeting shall be fixed by
the Board. Whenever a meating is adjourned for 14 days or wore or
sine die, 7 clear days' notice at the least, specifying the place,
the day, and the hour of the adjourned meeting and the general
nature of the business to be transacted shall be given in the same
manner as in the case of an original meeting. Save as aforesaid,
no member shall be entitled to any notice of an adjournment or of
the business to be transacted at any adjourned meeting. No
business shall be transacted at any adjourned meeting other than
the business which might properly have been transacted at che
meeting from which the adjournment took place.
8.01
8.02
8.03
8.04
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VOTES OF MEMBERS
Subject and without prejudice to any
voting for the time being attached to
time being forming part of the capic,
General Meeting on a show of hands
rights or restricetons as to
any ¢lass of shares for the
al of the Company, at any
every member whe (being an
individual) 1s present in Person or (being a corporation) 48
present by proxy or by o representative duly authorised under
section 375 of the Act, not: being himself a member entitled to
vote, shall have one vote, and on a poll every member praesent in
person, by representative or by proxy shall have one vote for
every share of any class of which he is the holdar.
On a poll votes may be given either Personally or by proxy,
Any person (whether a member of the Company or not) may be
appointed to act as a proxy.
Any corporation which is a member of the Company may, by
resolution of dts directors or other governing body, authorise
such person as it thinks £4t to act as ite representative at any
meeting of the Company, or at any meeting of any class of memberg
of the Company, and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he
represents as that corporation could exercise if it were an
dndividual member of the Company.
A resolution in writing executed by or on behalf of each member
who would have been entitled to vote upon it {f€ it had been
proposed at a general meeting at which he was present shall be as
effectual as if it had been passed at a general meeting duly
convened and held and may consist of several instrumonts in the
like form eath executed by or on behalf of one or move members. A
resolution dn writing in accordance with this Article 6.05 shall
be deemed to have been duly executed on behalf of a corporation 1£
signed by one of its directors or its secretary. In the case of a
share held by joint holders the signature of any one of them shall
be sufficient for the purposes of this Article.
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A ccc rT SNA REALE RAI
ar
10.01
10,02
10,03
DIRECTORS
Unless otherwise determined by Ordinary Resolution the number of
Directors shall not be legs than 2 nor more than 20.
A Director shall not be required to hold any qualification shares.
Each Director shall be either an "A"
Director or a "RY Director.
4 Director shall be an "a"
Director ££ the Post Office shall is)
specify in the instrument of appointment or shall otherwise sa
direct and a2 other Directors shall. be "B" Directors,
DIRECTORS' REMUNERATION
eS EENNERATION
The Directors shall be entitled to recelve by way of fees for
their services in each year such sum (if any) as the Company in
General Meeting shall from time to time determine, such sum
(unless otherwise directed by the resolution by which it is voted)
to be divided among the Directors in such proportions and in such
mannex as the Board may agree and failing agreement equally,
except that in such event any Director holding office for less
than the whole of the relevant period dn respect of which the fees
are paid shall only rank in such division in Proportion to the
time during such period for which he has held office.
The Directors shall also be entitled te be repaid oll travelling
and hotel expenses incurred by them respectively in or about the
performance of their duties as Directors, including their expenses
of travelling to and from Board Meetings, Committee Mectings or
General Meetings or separate meetings of the holders of any class
of shares or of debentures of the Company or otherwise incurred
while engaged on the business of the Company.
If, by arrangement with the Board, any Director shall perform or
render any special duties or services outside his ordinary duties
as a Director, the Board may pay him special remuneration, in
addition to any fees or ordinary remuneration, and such special
remuneration may be by a lump sum or by way of salary, commission,
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a4
participation in profite or otherwioe aw may be arranged, and
shall he charged on part of the Company's ordinary working
expenses,
Ll, AEPOINTHENT AND REMOVAL OF DIRECTORS
W.OL Subject to Article 9.01, but without prejudice to the powers of
the Company under section 303 of the Act to remove a Directer by
Ordinary Resolution, the Post Office shall have the power From
tine to clme by Instrument to appoint any person or persons as a
Director or Directors and to remove from office any Director
howsoever appointed.
11.02 The office of a Divector shall be vacated if:
(a) a receiving order is made against him or he makes any
arrangement ox composition with his creditors generally; or
(b) he ceases to he a Director by virtue o£ any provisions of tho
Statutes or thereunder ar he becomes prohibited by law from
being a Director; or
(c) by notdce in writing to the Company he resigns his office; or
(d) fe do removed from office under Article 11.01.
12, DIRECTOR CONERAGTING WITH THE COMPANY
12.01 A Director who ta in any way directly or indirectly interested in
contract or other arrairement made or proposed to be made by the
Company, or in & cedutract made or proposed to be made by a
gubeidiary of the Company which is brought up for consideration by
the Company shall disclose the nature of his interest at a mecting
o£ the Hoard; and tha disclosure shall be recorded in the minutes
of che meeting, and the Direstor shal) not take any part in any
deliberation or decision of the Board with respect to that
contract or arrangement.
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12.04 Yor the purposes of Article 12,01, a general notice given at a
meeting of the Board by a Director co the effect that he is a
member of a speeified company or firm and ie to be regarded ae
interested in any contract or arrangement which may, after the
date of the notice, be made with the company or firm, shall be
regarded as a sufficient diaclogure of hig interest in relacion to
any contract or arrangement so made or proposed to be so made.
12.03 A Directer need not attend in person at a meeting of che Board in
order toa make a disclosure which he is required to make under thia
Article 12 if he takes reasonable atepa to sacure that the
diselosure io made by a notice which 1s brought up aud read at the
meeting.
2.04 A Director shall (in the absence of some other material interest
than ig indicated below) be entitied to vote (and be counted in
tha quorum) in respect of any resolution concerning any of the
following mattera, nanelys
(a) any proposal concerning the adoption, modification or
operation of a superanntation fund or scheme or retirement,
death or disability benefits schemes under which he may
benefit and which has been approved by or is subject to and
conditional on approval by the Hoard of Inland Revenue for
taxation purposes;
(b) any contract or arrangement with the Post Office or any
subsidinry of the Post Office (other than the Company or a
subsidiary of the Company).
12.05 If any question ahall arise at any moating as to the materdality
of a Director's interest or as to the entitlement of any Director
to vote and guch question is not resolved by his voluntarily
agreeing to sbstain from voting, such question shall be referred
to the Chalrman of the moetlng and his ruling shall be final and
conclusive, except in a case where the nature or extent of the
Interest of the Director concerned has not been fairly disclosed.
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12.16 Subject ta che provistone of the Statutes the Company may, by
Ordinary Resolution, suspend or relax the provisions of this
Article 1? to any extent, either generally or in respect of any
particular matter, or ratify any transaction nor duly authorised
by reason of a contravention of this Article.
12.07
A Director may he or become a director or ether officer of, or
otherwise interested dn, any company promoted by the Company or in
which the Company may be intereaced as shareholder or ovherwise,
and such Director shal] be accountable to the Company for any
remuneration or other benefits received by him ag o director or
officer of, or from hia interest in, such other company unlass the
Company otherwise directs,
12.08 For the purpyse of this Artiele 12 an interest of a person who is,
for the purpore of the Statutes (excluding any statutory
modification thereof not iu force when this Article bocemes
binding on the Company), connected within the meaning of section
346 of the Act with a Director shall be treated as an interest of
the Director.
LB, POWERS AND DUTIES OF DIRECTORS
13.01 Subject as provided in these Articles, the business of the Company
shall be managed by the Roard, which may exerciae all such powers
of the Company and do, ov behalf of the Company, all auch acts as
may be exere{sed and done by the Company and 9 are not by the
Statutes or by thase Articles required to be exercised or done by
the Company in General. Meeting, subject nevertheless to the
provisions of the Statutes, the Memorandum of Association of the
Company and of these Articles and to any directions given by
Special Resolution or pursuant to Article 13.02, but ne alteration
of the Memorandum of Association of the Company or of these
Articles ner any auch direction shall invalidate any prior acc of
the Board which would have been valid if such alteration had not
been made or if such direction had not been given. The general
powers given by this Article 13 shall not be limited or restricted
by any special authority or power given to the Board by any other
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Article and a meeting of the Board at which a quorum ie presenc
may exercise all powers exereigable by the Foard.
13.02 The Post Office may at any t‘.e and from time to time direct by
Instrument the Company ro do or (as the cage may be) to refrain or
desist from doing any specified thinge and tne Board shall
forthwith use every endeavour and Procure the Company to wee every
endeavour to give effect thereto,
13,03 The Company, in such manner and at such times ag the Poat Office
may specify by Instrument, ahall furnieh che Post Office with auch
information:
(a) as the Post Off%ce may ao specify, and ~~ a
(b) aa the Company has or can reasonably be expected to obtain
with respect to such matters relating to the Company and ita
subsidiaries (within the meaning of section 736 of the Act) for
the time being or the activities (past, present or future), plans
or properties of any such company as the Post Office may so
specify.
14.01 The Board may exercine o12 the powers of the Company to borrow
money and to mortguge or charge its undertaking, property and
uncalled capital or any part thereof and to issue debetycures and
other securicies, whether outright or as collateral security for
any debt, liability or obligation of rhe Company or of any third
party.
15. MANAGING DIRECTOR AND OTHER APPOINTNENTS
15.01 Subject to the provisions of the Statutes and subject to any
direction which may be given by Instrument pursuant to Article
13.02, the Board may appoint any one or more of their number to
the office of Managing Director and/or such other executive office
16.
16.91
16.02
a
17.01
17,02
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dn the managemene of the buskness pf the Company or place of
profit under the Company, except that of the Auditors, aa dt may
decide and may enter into an agreemant or arrangement with any
(treccor for his eoployment by the Company or for the provision by
hin of any serviaee outside the scope of the ordinary duties of a
director. Any such appointment, agreement or arrangement may be
made for euch period (aubject to che provisions of section 319 af
the Act) and on such terma ag to remuneration and otherwise as the
Hoard thinks fit, and the Board may revoke euch appointment,
egreement or arrangement but without prejudice cto any claim to
damages for breach of the contract of service between tho Director
and the Company. The Buard may vest in such Managing Director or
such other executive officer such of the powers hereby vasted in
the Board as it may think Fit, and such powers may be made
exercisable for such pariod or periods, and on such conditions and
subject to such restrictions, and generally on such terms as to
remuneration and otherwise, as it may determine. The remunaracion
of a Managing Diractor or such other officer may bo made payable
by way of salary ov commission or participation in profits, ar by
any or all of those modea, or otharwiné’ as may be thought
expedient and it may be made a term of ha, appointment that he
shall reeeive a pension, gratulty or other bonefir on his
retirement. Wevertheless all of the foragoing powers shall be
subject to the terms of any Instrument.
RETIREMENT OF DIRECTORS
No Directot shall be required to ratixe by rotation.
The Boavd shall wor. have the pewer to appoint or remove Directors.
PROCEEDINGS OF DIREGIORS
A Director may and, on request of a Director, the Secretary shall,
at any time call ¢ meeting of the Board.
Tt shall not be necessary to give notice of a Board Meeting to any
Director who La absent from the United Kingdon,
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Winans The Board may regulate its proceedings an it thinks fit.
t704 Until otherwise determined by the nembors in general meeting, two
Tirenters (one of whom shall be an "A" Director and presenc
throughout the meeting and ene of whom shall be a "8" Director
present at the commencement of the meeting though not necessarily
present through the meeting) shall b a quorum,
17.05 Questions ariaivg at any meeting shall be decided by o majority of
vores. Nevertheless 1f the Chairman or (if the Chairman shald not
be present at the meeting} tha mest senior (by date of appointment
as an "4" Director) of thea "A" Directors so present shall stare
that he or she is voting againet a particular resolution dn his or
her capacity as an “A" Director that resolution shall be deemed
net to have, jaen pagsed,
17,06 In case of an equality of votes the Ghadrmaa shall have a second
oxy casting vote.
17,07 A yesolution in writing algned by all the Directora shall be as
effective for all purposes as a reselution pansed av a meeting of
the Board duly convened, hald and constituted and may consist of
saveral documents in like form each signed by one or more of the
DALRChETS +
1a Charatan
18.01 Subject to any direction which may be siven pursuant to Article
13.02 the Board may From time to time appoint an "A" Director to
be Chairman of the Board.
18.6. the Chairman chal] preside at meetings of the Board, but if no
auch Chairman be appointed, or 1£ at any meeting the Cuadrman ts
not present within 15 minurea after the time appointed for the
meeting, the Directors present may choose oue of their number (who
sha)i bo an "A" Direetor) co be Chatrman of such meeting,
ai
19.02
19,93
19.04
19.05
19.06
(9.07
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RCATION OF POWERS
Except as provided in Arsicle 19.02 the Board may delegate such of
the powers, authorities er discretiona vested in ic aa che Boord
thinks fie,
The following powers of the Board may not be delogated except to a
committee of the Board appointed under Article 19.03, namely
iuauing shares; determining Directors! remuneration; settling
cxedit policies; borrowing; recemmending and declaring dividends.
The Board may establish any committees for managing any of the
affairs of the Company, may appoint any persons to be members of
such conmittees and may £lx their remuneration and any such
appointment may be on auch terms and subject to such conditions as
the Board may think fit. The Board may remove any person so
appointed and may annul or vary any such appointment, but no
person dealing dn good faith and without notice of such annulment
ox variation shall be affected thereby.
Any committee so formed shall in the exercise of the power
delegated to it conform to any regulations that may be Luposad on
dt by the Board,
Any commitecee shall havo power unless the Board directs otherwise
te co-opt as a member or members of the committee for any specific
purpose any person ot persone although not being membera of the
Board or of the Company.
A committea may meet and adjourn as its mombers think fit.
Questions arieing at any meeting shall be determined by a majorLty
of votes. In the case of an equality of vates the chairman shall
have a second or casting vote.
The meetings and proceedings of a committee shall be governed by
the provisions herein contained for regulating the meetings and
proceedings of the Board, so far as the same are relevant thereto
and are not superseded by anv regulations imposed by the Board
under or by the provisions of Article 19,04,
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‘UW
149,08 A resolution in writing signed by all rhe members of a committee,
shall be as effective for all purposes as a resolution passed at a
meeting of that committee duly convened, held and conatituted and
may consist of several documents in like form each signed by one
or more of those members,
a MINUTES
20,01 The Board shall cause miuutes to be made:
(a) of all appointments of officers made by the Board;
(b) of all proceedings at meetings of the Company of the holders
of any class of shareg in the Company, of the Board and of
committees of tha Board, including the names of the Directors
present at each such meecing.
20,02 Any such minutes shall be conclusive evidence of any auch.
proceedings if they purport to be signed by the Chairman of “the
meeting at which the proceedings were had or by the Chadyman of
the next succeeding meating.
ake THE SEAL
21.01 The Seal shalj, only be used by the authority of the Board or of a
committee of the Board authorised by the Board, The Board shail
determine who may sign any inatrument to which the Seal js affixed
and unless otherwise so determined it shall be signed by the
Sceretary or by some other person appointed by the Board for the
purpose,
22. THE SECRETARY
22.01 Subject to the provisions of the Statutes the Secretary shall be
appointed by the Board for such term, at such remuneration and or
such conditions ag it may think Fit, and any Secretary 6.
appointed may be removed hy the Board.
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22.02 Anything by the Statutes or these Articles required or authorised
to be done by or to the Secretary, if the office ds vacant or
there is for any reason no Secretary capable of acting, may be
done by or to any assistant ot deputy Secretary, or fi there ia no
assistant or deputy Secretary capable of acting, by or to any
officer of the Company authorised generally or specially in that
behalf by the Board.
A provision of the Statutes or of these Articles requiring or
authorising a thing to be done by or to a Director and the
Secretary shall not be satisfied by its being done by or to the
same person acting both as Director and as, or in placa of, the
Secretary,
: 23. DIVIDENDS
23.01 Subject to the provisions of the Statutes the Company may by
Ordinary Resolution declare dividends in accordance with the
renpective rights of the members.
F 23,02 Subject to the provisions of the Statutes the Hoard may pay
: interim dividends if £c appears to the Board that they are
’ justified by the profits of the Company available for
distribution.
a4, RESERVES
24,01 ‘The Board may, before recommending any dividend (whether
preferential or otherwise), set aside out of the profita of the
Company such sums ag it thinks fit as a resecve or rei rves which
shall, at the dLacretion of the Board, he applicable or macting
claims on cr liabilities of the Company or contingencies or for
paying off any loan capital or for equaliging dividends or for any
other purpose to which tha profits of the Company may be properly
applied, and pending such application may, at the like discretion,
either be employed in the businers of the Company or be Invested
dn such dywestments (other than shares of the Company) as the
Board may think fit, and so that it shall not be negesaary to keep
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i
any investments constituting the reserve ov reserves separate or
distinct from any other investments of the Company. The Board ray
also without placing the same to reserve carry forward ony profits
which ft may think prudent not to distribute,
25 CAPITALISATION OF RESERVES
25.01 The Board may with the authority of an Ordinary Resolution:
(a) subject as hereinafter provided, resolve to capitalise any
undivided profits of the Company or any sum standing to the
credit of the Company's share premium account or capita}
redemption regarve;
(b) appropriate the sum resolved to be capitalised to the membera
who would have been entitled to dt if te were distributed by
way of dividend and in the same proportions and apply such
sum on their behalf in paying up in full unissued shares or
debentures of the Company of a nominal amount equal to that
sum, and allot the shares or debentures credited as fully
paid to those members, or as they may direct, in those
proportions, or partly in one way and partly in the other,
provided that the share premium account, the capital
redemption reserve and any profits which are not available
for aaetribution may, for the purposes of this Article, only
be applied in paying up unissued shares to be allotted to
members credited as fully paid.
266 ACCOUNTS AND_AUDI.T
26.01 The Board ahall cause accounting records to be kept in accordance
with the Statutes,
The Roard shall from time to time, in accordance with the
Statutes, cause to be propared and to be laid before the Company
in General Meeting such profit and loss accounts, balance sheets,
group accounts (if any) and reports as are referred to in the
Statutes. The Board shall in its report state the amount wr it
to
ry
e
1m
recommends to be paid by way of dividend.
34
2h .03
27.01
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The accounts of the Company shall he examined and audited hy the
Auditors in accordance with the Statutes.
INDEMNITY
Subject to the provisions of and so far as may be consistent with
the Statutes, but without prejudice to any indemnity to which a
Director may be otherwise entitled, every Director, Auditor,
Secretary or other officer of the Company shall be entitled to he
indemnified by the Company against all costs charges losses
expenses and Idabitities dneurred by him dn the execution and/or
Stachorge of his duties ond/or the exercise of hia powers and/or
otherwise in relation to or dn connection with his duties powers
or office including (without prejudice to the generality of the
foregoing) any lability incurred by him in defending any
proceedings, civil or criminal, which relate to) anything done or
omitted or alleged co have been done or omitted by him as an
officer or employee of the Company and in which judgment is given
in hia favour (or the proceedings are otherwise disposed of
without any finding or admieston of any material breach of duty on
his part) or in which he is acquitted or in connection with any
application under any statute for relief from liability in respect
of any such act or omission in which relief is granted to him by
the Court.
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NAMES, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS
The Post Office
33 Grosvenor Place, LONDON SWIX 1PX
DATED thie 24 July 1987
WITNESS to the above signatures:
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FILE COPY
CERTIFICATE OF INCORPORATION
OF A PRIVATE LIMITED COMPANY
No. 2154540
I hereby certify that
POST OFFICE COUNTERS LTD
is this day incorporated under the Companies Act 1985 as
a private company and that the Company is limited.
Given under my hand at the Companies Registration Office,
Cardiff the 13 AUGUST 7987
a
an authorised officer
Hcon7R,