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AGREED FORM
Company No. 2154540
THE COMPANIES ACT 1985
A PRIVATE COMPANY LIMITED BY SHARES
NEW ARTICLES OF ASSOCIATION
of
Post Office Limited
(adopted by written resolution passed on 20 December 2002)
(amended by wnitten resolution on 7” August 2007)
Registered office
148 Old Street
London
EC1V 9HQ
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A06 16/08/2007 251
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Company No 2154540
ARTICLES OF ASSOCIATION
of
Post Office Limited
adopted by written resolution on 20 December 2002
(amended by written resolution on 7 August 2007)
INTERPRETATION
1. EXCLUSION OF TABLE A
No regulations set out in any statute, or in any statutory instrument or other
subordinate legislation made under any statute concerning compames shall apply as
the regulations or articles of the company.
2. DEFINITIONS
In these articles unless the context otherwise requires -
"the Act" means the Companies Act 1985 including any statutory modification or
re-enactment thereof for the time being 1n force,
"the articles" means these articles of the company as altered from time to time by
special resolution and the expression "this article" shall be construed accordingly,
“the board" means the board of directors from time to tume of the company or the
directors present at a meeting of the directors at which a quorum 1s present,
"clear days" im 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 it 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 Parent from time to time;
"group" means the company and ts subsidiary undertakings (as defined 1n section
258 of the Act) from time to time,
"the holder" in relation to shares means the member whose name 1s entered 1n the
register of members as the holder of the shares;
"member" means a member of the company,
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"memorandum" means the Memorandum of Association of the company,
“office” means the registered office of the company;
"Parent" means the parent undertaking of the company (as defined in section 258 of
the Act),
“Postal Services Act" means the Postal Services Act 2000, J
“public holiday" has the meaning given to that term 1n the Postal Services Act,
“the register" means the register of members of the company,
“the seal" means the common seal of the company,
"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 1n section 82(1) of the Postal
Services Act,
"shares" has the meaning given to such term in section 82(1) of the Postal Services
Act;
"Special Shareholder" means the holder of the one special nghts redeemable
preference share in the capital of Royal Mail Holdings ple (Company Number
4074919),
"the United Kingdom" means Great Bntam and Northern Ireland
Unless the context otherwise requires, words or expressions contained in these
articles bear the same meaning as 1n the Act but exclude any statutory modification
thereof not in force when these articles become binding on the company
References to "writing" include references to any method of representing or
reproducing words 1n a legible and non-transitory form
Headings are included only for convemience 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
3. FORM OF RESOLUTION
(A) Subject to the Act, where for any purpose an ordinary resolution of the
company 1s required, a special or extraordinary resolution shall also be
effective and where for any purpose an extraordinary resolution 1s required a
special resolution shall also be effective
(B) A resolution in wnting executed by or on behalf of each member who would
have been entitled to vote upon it if 1t had been proposed at a general meeting
at which he was present shall be as effectual as if it had been passed at a
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general meeting properly convened and held and may consist of several
instruments 1n the like form each executed by or on behalf of one or more of
the members
SHARE CAPITAL
4. AUTHORISED SHARE CAPITAL
The authonsed share capital at the date of adoption of these articles 1s £51,000 divided
into 51,000 ordinary shares of £1 each '
5. RIGHTS ATTACHED TO SHARES
Subject to the provisions of the Act and to any nghts 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
6. REDEEMABLE SHARES
Subject to the provisions of the Act, shares may be issued which are to be redeemed or
are to be hiable to be redeemed at the option of the company or the holder on such
terms and in such manner as may be provided by the articles.
7. PAYMENT OF COMMISSION
The company may exercise the powers of paying commissions conferred by the Act
Subject to the provisions of the Act, any such commission may be satisfied by the
payment of cash or by the allotment of fully or partly paid shares or partly in one way
and partly in the other
8. TRUSTS NOT RECOGNISED
Except as required by law, no person shall be recognised by the company as holding
any share upon any trust and (except as otherwise provided by the articles or by law)
the company shall not be bound by or recognise any interest in any share except an
absolute right to the entirety thereof in the holder
9. UNISSUED SHARES
Subject to the provisions of the Act and to these articles, any unissued shares of the
company (whether forming part of the orginal or any increased capital) shall be at the
disposal of the board who may offer, allot, grant options over or otherwise dispose of
them to such persons at such times and for such consideration and upon such terms
and conditions as it may determine
‘ by written resolution of 7” August 2007 the share capital of Post Office Limited was
increased from £50,000 to £51,000
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10.
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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 nghts attached to any class may be vaned,
either while the company ts a going concern or dunng or in contemplation of a
winding-up
(A) I msuch manner (if any) as may be provided by those nghts, or
(B) inthe absence of any such provision, with the consent in writing of the holders
of three-quarters in nominal value of the issued shares of that class, or with the
sanction of an extraordinary resolution passed at a separate meeting of the
holders of the shares of that class, but not otherwise The provisions of these
articles relating to general meetings shall apply to every such separate meeting,
except that the necessary quorum at any such meeting other than an adjourned
meeting shall be two persons together holding or representing by proxy at least
one-third in nominal value of the issued shares of the class in question and at
an adjourned meeting shall be one person holding shares of the class in
question or his proxy
DIRECTIONS OF THE SPECIAL SHAREHOLDER
(A) I The company shall comply with any directions issued by the Parent from time
to time
(B) The company shall upon request by the Parent furnish the Parent with
information.
(a) specified by the Parent, and
(b) __ relating to the activities (past, present or future), plans or properties of
the company or any member of the group
(C) Notwithstanding any other provision of these articles the company shall at the
request of the Parent procure that such specified or other relevant directors and
senior managers of the company shall meet with the Parent (or its
representatives) or, should the Parent so request, the Special Shareholder (or
its representatives) to discuss the affairs of the group (or any individual
member of the group) and the company shall release such directors or
managers from any obligation of confidentiality owed to the company for the
purpose of these discussions
(D) Notwithstanding any provision in these articles to the contrary, the company
shall not without the prior written consent of the Parent sell, transfer or
dispose of, or otherwise deal with or create (or permit to subsist) any
mortgage, pledge, lien, charge, equitable interest, third party ght, assignment,
hypothecation, or other agreement or arrangement which has the effect of
granting secunty over government secunties held by it for the purposes of
article 114(B)
(E) _ The provisions of this Article 11 shall be subject to Article 127
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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
transfernng a part of his holding of shares of any class, to a certificate for the balance
of such holding) or several certificates each for one or more of his shares upon
payment for every certificate after the first of such reasonable sum as the board may
determine Every certificate shall be sealed with the seal and shall specify the
number, class and distinguishing numbers (if any) of the shares to which it relates and
the amount or respective amounts paid up thereon The company shall not be bound
to issue more than one certificate for shares held jointly by several persons and
delivery of a certificate to one joint holder shall be a sufficient delivery to all of them
13. I REPLACEMENT OF SHARE CERTIFICATES
Ifa share certificate 1s defaced, worn-out, lost or destroyed, 1t may be renewed on such
terms (if any) as to evidence and indemnity and payment of the expenses reasonably
incurred by the company 1n investigating evidence as the board may determine but
otherwise free of charge, and (in the case of defacement or wearing-out) on delivery
up of the old certificate
LIEN
14. I COMPANY’S LIEN ON SHARES NOT FULLY PAID
The company shall have a first and paramount lien on every share (not being a fully
paid share) for all moneys (whether presently payable or not) payable at a fixed time
or called in respect of that share The board may at any time declare any share to be
wholly or in part exempt from the provisions of this article. The company’s lien on a
share shall extend to any amount payable in respect of 1t
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 lien if a sum in respect of which the lien exists 1s presently
payable and 1s not pard 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 irregularity in or invalidity 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 subject to a hike lien for any moneys not presently payable as existed upon
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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
Tespect 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 1n whole or part as the board may decide A person upon whom a
call is made shall remain liable for calls made upon him notwithstanding the
subsequent transfer of the shares in respect whereof the call was made. A call shall be
deemed to have been made at the tme when the resolution of the board authonsing
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. I INTEREST DUE ON NON-PAYMENT
If a call remains unpaid after 1t has become due and payable the person from whom it
1s due and payable shall pay interest on the amount unpaid from the day it became due
and payable until it 1s paid at the rate fixed by the terms of allotment of the share or in
the notice of the call or, 1f no rate 1s fixed, at the appropnate rate (as defined by the
Act) but the board may waive payment of the interest wholly or in part
20. I SUMS DUE ON ALLOTMENT TREATED AS CALLS
An amount payable 1n 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 i
be a call and if it 1s not paid the provisions of the articles shall apply as 1f 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 tmes of payment of
calls on their shares
FORFEITURE OF SHARES
22. NOTICE IF CALL OR INSTALMENT NOT PAID
Ifa call remains unpaid after 1t 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 1s to be made and shall state that if the
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23.
24.
25.
26.
27.
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notice 1s not complied with the shares in respect of which the cal] was made will be
liable to be forfeited.
FORFEITURE FOR NON-COMPLIANCE WITH NOTICE
If the notice 1s not complied with any share in respect of which it was given may,
before the payment required by the notice has been made, be forfeited by a resolution
of the board and the forfeiture shall include all dividends or other moneys payable in
respect of the forfeited shares and not paid before the forfeiture
SALE OF FORFEITED SHARES
Subject to the provisions of the Act, a forfeited share may be sold, re-allotted or
otherwise disposed of on such terms and in such manner as the board determines
either to the person who was before the forfeiture the holder or to any other person
and at any time before sale, re-allotment or other disposition, the forfeiture may be
cancelled on such terms as the board thinks fit Where for the purposes of its disposal
a forfeited share 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
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, 1f no interest was so payable, at the appropmiate rate (as defined in the
Act) from the date of forfeiture until payment but the board may waive payment
wholly or in part or enforce payment without any allowance for the value of the shares
at the time of forfeiture or for any consideration received on their disposal
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 agamst all
persons claiming to be entitled to the share and the declaration shall (subject to the
execution of an mstrument 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, 1f any, nor shall his title to the share be affected by
any irregularity in or invalidity of the proceedings in reference to the forfeiture or
disposal of the share.
TRANSFER OF
ARES
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.
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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 lien or where such transfer 1s restricted by the Act
or the articles They may also refuse to register a transfer unless - '
(A) itis 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) itis in respect of only one class of shares; and
(C) itis in favour of not more than four transferees
29. I NOTICE OF REFUSAL
If the board refuses to register a transfer of a share, it shall within two months after the
date on which the transfer was lodged with the company send to the transferee notice
of the refusal
30. SUSPENSION OF REGISTRATION
I
The registration of transfers of shares or of transfers of any class of shares may be
suspended at such times and for such penods (not exceeding thirty days in any year) I
as the board may determine
31. 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.
32. RETENTION OF INSTRUMENT OF TRANSFER
The company shall be entitled to retain any instrument of transfer which 1s 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
33. TRANSMISSION ON DEATH
If a member dies the survivor or survivors where he was a joint holder, and his
personal representatives where he was a sole holder or the only survivor of joint
holders, shall be the only persons recognised by the company as having any title to his
interest, but nothing herein contained shall release the estate of a deceased member
from any lability in respect of any share which had been jointly held by him.
34, I ELECTION OF PERSON ENTITLED BY TRANSMISSION
A person becoming entitled to a share in consequence of the death or bankruptcy of a
member may, upon such evidence being produced as the board may properly require,
elect either to become the holder of the share or to have some person nominated by
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35.
36.
37.
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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 1f it were
an instrument of transfer executed by the member and the death or bankruptcy of the
member had not occurred
RIGHTS OF PERSON ENTITLED BY TRANSMISSION
A person becoming entitled to a share in consequence of the death or bankruptcy of a
member shall have the rights to which he would be entitled 1f he were the holder of
the share, except that he shall not, before being registered as the holder of the share,
be entitled in respect of it to attend or vote at any meeting of the company or at any
separate meeting of the holders of any class of shares 1n the company.
ALTERATION OF SHARE CAPITAL
INCREASE, CONSOLIDATION, SUB-DIVISION AND CANCELLATION
The company may by ordinary resolution -
(A) increase its share capital by new shares of such amount as the resolution
prescribes;
(B) consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares,
(C) _ subject to the provisions of the Act, sub-divide its shares, or any of them, into
shares of smaller amount and the resolution may determine that, as between
the shares resulting from the sub-division, any of them may have any
preference or advantage as compared with the others, and
(D) cancel shares which, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person and diminish the amount of its share
capital by the amount of the shares so cancelled
FRACTIONS
Whenever as a result of a consolidation of shares any members would become entitled
to fractions of a share, the board may, on behalf of those members, sell the shares
representing the fractions for the best price reasonably obtainable to any person
(including, subject to the provisions of the Act, the company) and distnibute the net
proceeds of sale in due proportion among those members, and the board may
authorise some person to execute an instrument of transfer of the shares to, or in
accordance with the directions of, the purchaser The transferee shall not be bound to
see to the application of the purchase money nor shall his title to the shares be affected
by any irregularity in or invalidity of the proceedings 1n reference to the sale
REDUCTION OF CAPITAL
Subject to the provisions of the Act and the articles, the company may by special
resolution reduce its share capital, any capital redemption reserve and any share
premium account in any way
39.
40.
41.
42.
43.
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PURCHASE OF OWN SHARES
Subject to the provisions of the Act and the articles, the company may purchase its
own shares (including any redeemable shares)
GENERAL MEETINGS
EXTRAORDINARY GENERAL MEETINGS
All general meetings other than annual general meetings shall be called extraordinary
general meetings
CALLING OF EXTRAORDINARY GENERAL MEETING
The board may call general meetings and, on the requisition of members pursuant to
the provisions of the Act, shall forthwith proceed to convene an extraordinary general
meeting for a date not later than eight weeks after receipt of the requisition If there
are not within the United Kingdom sufficient directors to call a general meeting, any
director or any member of the company may call a general meeting
ANNUAL GENERAL MEETINGS
The board shall convene and the company shall hold general meetings as annual
general meetings 1n accordance with the requirements of the Act
NOTICE OF GENERAL MEETINGS
LENGTH OF NOTICE
An annual general meeting and an extraordinary general meeting called for the
passing of a special resolution or a resolution appointing a person as a director shall
be called by at least twenty-one clear days’ notice All other extraordinary general
meetings shall be called by at least fourteen clear days’ notice but a general meeting
may be called by shorter notice if it 1s so agreed -
(A) I inthe case of an annual general meeting, by all the members entitled to attend
and vote thereat; and
(B) inthe case of any other meeting by a majority in number of the members
having a nght to attend and vote being a majority together holding not less
than ninety-five per cent 1n nominal value of the shares giving that nght.
The notice shall specify the tume and place of the meeting and the general nature of
the business to be transacted and, in the case of an annual general meeting, shall
specify the meeting as such
Subject to the provisions of the articles and to any restrictions imposed on any shares,
the notice shall be given to all the members other than any who under the provisions
of these articles or the terms of 1ssue of the shares they hold, are not entitled to receive
such notices from the company, and also to the auditors or, 1f more than one, each of
them
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44,
45.
46
47.
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OMISSION OR NON-RECEIPT OF NOTICE
The accidental omission to give notice of a meeting to, or the non-receipt of notice of
a meeting by, any person entitled to receive notice shall not invalidate the proceedings
at that meeting
POSTPONEMENT OF GENERAL MEETINGS
If the board, in its absolute discretion, considers that it 1s impractical or unreasonable
for any reason to hold a general meeting on the date or at the time or place specified in
the notice calling the general meeting, 1t may postpone the general meeting to another
date, trme and place When a mecting 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
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 authonsed 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 1s a corporation, its duly authorised
representative shall be a quorum at any general meeting of the company or of the
holders of any class of shares
PROCEDURE IF QUORUM NOT PRESENT
If such a quorum ts not present within half an hour from the time appointed for the
meeting, or if during a meeting such a quorum ceases to be present, the meeting shall
stand adjourned to the same day in the next week at the same time and place or to
such time and place as the board may determine
CHAIRMAN OF GENERAL MEETING
The chairman, 1f 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 trme appointed for holding the meeting, the
members present and entitled to vote shall choose one of their number to be chairman.
ORDERLY CONDUCT
The chairman shall take such action as he thinks fit to promote the orderly conduct of
the business of the meeting as laid down in the notice of the meeting and the
chairman’s decision on matters of procedure or arising incidentally from the business
of the meeting shall be final as shall be his determination as to whether any matter 1s
of such a nature.
50.
51.
52.
53.
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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 1n 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 Js satisfied that such time as the chairman
may determine, the member holds any shares 1n the company as such person’s
nomunee, to attend and, 1f the chairman considers 1t appropriate, to speak at any
general meeting of the company
ADJOURNMENTS
The chairman may, without seeking the consent of the meeting (whether or not it has
commenced or a quorum 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
1t shall not be necessary to give any such notice.
AMENDMENTS RULED OUT OF ORDER
If an amendment proposed to any resolution under consideration ts ruled out of order
by the chairman, the proceedings on the resolution shall not be invalidated by any
error in the ruling
VOTING
VOTES OF MEMBERS
Subject to any special terms as to voting upon which any shares may be issued or may
for the time being be held and to any other provisions of these articles, on a show of
hands every member who 1s present in person at a general meeting of the company
shall have one vote Proxies shall not vote on a show of hands On a poll every
member who 1s present in person or by proxy shall have one vote for every share of
which he 1s the holder
METHOD OF VOTING
A resolution put to the vote of a meeting shall be decided on a show of hands unless
before, or on the declaration of the result of, the show of hands a poll 1s duly
demanded Subject to the provisions of the Act, a poll may be demanded -
(A) _ by the chairman, or
(B) _ by at least two members having the right to vote at the meeting, or
(C) bya member or members representing not less than one-tenth of the total
voting rights of all the members having the nght to vote at the meeting, or
55.
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(D) bya member or members holding shares conferring a right to vote at the
meeting being shares on which an aggregate sum has been paid up equal to not
less than one-tenth of the total sum paid up on all the shares confernng that
nght,
and a demand by a person as proxy for a member shall be the same as a demand by the
member
PROCEDURE IF POLL NOT DEMANDED
Unless a poll 1s duly demanded a declaration by the chairman that a resolution has
been carried or carried unanimously, or by a particular majonty, or lost, or not carned
by a particular majonty and an entry to that effect in the minutes of the meeting shall
be conclusive evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against the resolution.
WITHDRAWAL OF DEMAND FOR POLL
The demand for a poll may, before the poll 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
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
CASTING VOTE OF CHAIRMAN
In the case of an equality of votes, whether on a show of hands or on a poll, the
chairman shall be entitled to a casting vote in addition to any other vote he may have
WHEN POLL TO BE TAKEN
A poll demanded on the election of a chairman or on a question of adjournment shall
be taken forthwith A poll demanded on any other question shall be taken either
forthwith or at such time and place as the chairman directs not being more than thirty
days after the poll 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 Ifa poll 1s demanded before the declaration of the
tesult of a show of hands and the demand 1s duly withdrawn, the meeting shall
continue as 1f the demand had not been made
NO NOTICE OF POLL
No notice need be given of a poll not taken forthwith if the tume 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
61.
62.
63.
65.
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VOTES OF JOINT HOLDERS
In the case of joint holders the vote of the senor who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other joint
holders; and seniority shall be determined by the order in which the names of the
holders stand in the register of members
VOTING ON BEHALF OF INCAPABLE MEMBER
A member in respect of whom an order has been made by any court having
Jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning
mental disorder may vote, whether on a show of hands or on a poll, by his receiver,
curator bonis or other person authorised in that behalf appointed by that court, and any
such receiver, curator bonis or other person may, on a poll, vote by proxy Evidence
to the satisfaction of the board of the authonty of the person clamming to exercise the
night to vote shall be deposited at the office, or at such other place as 1s specified in
accordance with the articles for the deposit of instruments of proxy, not less than
forty-eight hours before the time appointed for holding the mecting or adjourned
meeting at which the nght to vote 1s to be exercised and in default the nght to vote
shall not be exercisable
NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES
No member shall vote at any general meeting or at any separate meeting of the holders
of any class of shares in the company, either in person or by proxy, in respect of any
share held by him unless all moneys presently payable by him in respect of that share
have been paid
OBJECTIONS OR ERRORS IN VOTING
If -
(A) any objection shall be raised to the qualification of any voter, or
(B) any votes have been counted which ought not to have been counted or which
might have been rejected, or
(C) any votes are not counted which ought to have been counted,
the objection or error shall not vitiate the decision of the meeting or adjourned
meeting on any resolution unless it 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 1f the chairman
decides that the same may have affected the decision of the meeting The decision of
the chairman on such matters shall be conclusive
PROXIES
APPOINTMENT OF PROXY
On a poll votes may be given either personally or by proxy A member may appoint
more than one proxy to attend on the same occasion
66.
67.
68.
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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)-
"Post Office Limited
UWe, , of
being a member/members of the above-named company, hereby appoint
of , or failng him, of
, as my/our proxy to vote in my/our name[s] and on my/our behalf
at the annual/extraordinary general meeting of the company to be held on
20, and at any adjournment thereof
"
Signed on 20
INSTRUCTIONS TO PROXY
Where 1t 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) -
“Post Office Limited
I/We, of >
being a member/members of the above-named company, hereby appoint
of , or failing him, of
, a8 my/our proxy to vote in my/our name[s] and on my/our behalf
at the annual/extraordinary general meeting of the company to be held on
20, and at any adjournment thereof
This form 1s to be used im 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 abstain from
voting
Signed on 20
DELIVERY OF PROXIES
The instrument appointing a proxy and any authonty under which tt 1s executed or a
copy of such authority certified notanally or in some other way approved by the board
may -
69.
70.
71.
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(A) _ be deposited at the office or at such other place within the United Kingdom as
1s specified in the notice convemng the meeting or in any instrument of proxy
sent out by the company 1n relation to the meeting not less than 48 hours
before the time for holding the meeting or adjourned meeting at which the
person named tn the instrument proposes to vote; or
(B) im the case of a poll taken more than forty-eight hours after it is demanded, be
deposited as aforesaid after the poll has been demanded and not less than
twenty-four hours before the time appointed for the taking of the poll, or
(C) where the poll is not taken forthwith but 1s taken not more than forty-eight
hours after 1t was demanded, be delivered at the meeting at which the poll was
demanded to the chairman or to the secretary or to any director,
and an instrument of proxy which 1s not deposited or delivered in a manner so
permitted shall be invalid The directors may at their discretion treat a faxed or other
machine made copy of an instrument appointing a proxy as such an instrument for the
purpose of this article
CANCELLATION OF PROXY’S AUTHORITY
A vote given or poll demanded by proxy or by the duly authorised representative of a
corporation shall be valid notwithstanding the previous determination of the authonty
of the person voting or demanding a poll unless notice of the determination was
received by the company at the office or at such other place at which the instrument of
proxy was duly deposited before the commencement of the meeting or adjourned
meeting at which the vote 1s given or the poll demanded or (in the case of a poll taken
otherwise than on the same day as the meeting or adjourned meeting) the tme
appointed for taking the poll
APPOINTMENT, RETIREM!
AND REMOVAL OF DIRECTORS
NUMBER OF DIRECTORS
Unless otherwise determined by ordinary resolution and subyect to the articles, the
number of directors (other than alternate directors) shall not be subject to any
maximum but shall be not less than two
ALTERNATE DIRECTORS
(A) Any director (other than an alternate director) may appoint any other director,
or, subject to the articles, any other person approved by the Parent and willing
to act, to be an alternate director and may remove from office an alternate
director so appointed by him
(B) Analternate 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 appomtor as a director in his absence but shall not be entitled
to receive any remuneration from the company for his services as an alternate
72.
73.
74,
75.
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director But it shall not be necessary to give notice of such a meeting to an
alternate director who 1s absent from the United Kingdom
(C) _ Analternate director shall cease to be an alternate director if his appointor
ceases to be a director, but, 1f 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 appointment or removal of an alternate director shall be by notice to the
company signed by the director making or revoking the appointment or in any
other manner approved by the board
{E) Save as otherwise provided in the articles, an alternate director shall be
deemed for all purposes to be a director and shall alone be responsible for his
own acts and defaults and he shall not be deemed to be the agent of the
director appointing him
PERSONS ELIGIBLE AS DIRECTORS
No person shall be appointed or reappointed a director at any general meeting unless -
(A) he 1s recommended by the directors, or
(B) he 1s nominated by the Parent
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 1s recommended by the directors for
appointment or reappointment as a director at the meeting or in respect of whom.
notice has been duly given to the company of the intention to propose him at the
meeting for appointment or reappointment as a director The notice shall give the
particulars of that person which would, if he were so appointed or reappointed, be
required to be included in the company’s register of directors
POWER OF BOARD TO APPOINT DIRECTORS
Subject to the articles, the board may appoint a person who 1s willing to act to be a
director, either to fill a vacancy or as an additional director, provided that the
appointment does not cause the number of directors to exceed any number fixed by or
in accordance with the articles as the maximum number of directors. A director so
appointed shall hold office only until the next following annual general meeting If
not reappointed at such annual general meeting, he shall vacate office at the
conclusion thereof
NO AGE LIMIT OR SHARE QUALIFICATION
No director shall be required to retire or vacate his office, and no person shall be
ineligible for appointment as a director, by reason of his having attained any particular
age No sharcholding qualification for directors shall be required
76.
77.
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POSITION OF RETIRING DIRECTORS
Subject as aforesaid, a director who retires at an annual general meeting may, if
willing to act, be reappointed If he 1s not reappointed, he shall retain office until the
meeting appoints someone in his place, or if it does not do so, until the end of the
meeting
DISQUALIFICATION AND REMOVAL OF DIRECTORS
(A)
(B)
Without prejudice to the provisions of the Act or the articles, the company
may, by extraordinary resolution, remove a director before the expiry of his
peniod of office (but such removal shall be without prejudice to any claim to
damages for breach of any contract of service between the director and the
company) and, subject to the articles, may, by ordinary resolution, appoint
another person instead of him.
The office of a director shall be vacated if -
(a) he ceases to be a director by virtue of any provision of the Act or he
becomes prohibited by law from being a director, or
(b) he becomes bankrupt or makes any arrangement or composition with
his creditors generally, or
(c) he 1s, or may be, suffering from mental disorder and either -
() he 1s admitted to hospital in pursuance of an apphication 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
(u) an order 1s made by a court having jurisdiction (whether in the
United Kingdom or elsewhere) in matters concerning mental
disorder for his detention or for the appomtment of a receiver,
curator bonis or other person to exercise powers with respect to
his property or affairs, or
(d) he resigns his office by notice to the company,
(e) he 1s removed pursuant to article 77(A) or article 78, or
(f) he shall for more than six consecutive months have been absent
without permission of the board from meetings of the board held
during that period and the directors resolve that his office be vacated
Tf 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.
18
78.
79.
80.
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APPOINTMENT OF CHAIRMAN, DIRECTORS AND EXECUTIVES, AND
CONSENTS
(A) — Chairman
The Parent shall be entitled from tume to time to appoint and remove any
person as chairman of the company by notice in writing delivered to the
company and signed on behalf of the Parent
(B) Directors
person as a director of the company by notice in writing delivered to the
company.
(C) Consents
The chairman shall be required to consult with and obtain the approval of the
Parent in relation to (1) the appointment or the removal of any person as a non-
executive director (11) the appointment and removal of any person as chief
executive of the company or otherwise carrying out the general management
functions of a chief executive officer of that company or that company and its
subsidianes, and (111) the appointment or removal of any person as chief I
executive of the company or of any licence holder or any network subsidiary !
(whether or not immediately prior to that appointment he was a director of the i
relevant company, licence holder or network subsidiary and whether or not '
immediately after his removal he continues to be a director of the same), and
"chief executive" shall refer to any person carrying out the general
management functions of a chief executive officer of the company or the
company and its subsidiaries
\
The Parent shall be entitled from time to time to appoint and to remove any
I
POWERS OF THE BOARD
GENERAL POWERS OF COMPANY VESTED IN THE BOARD
Subject to the provisions of the Act, the memorandum and the articles, the business of
the company shall be managed by the board who may exercise all the powers of the
company No alteration of the memorandum or articles and no such direction shall
invalidate any prior act of the board which would have been valid 1f that alteration had
not been made or that direction had not been given The powers given by this article
shall not be limited by any special power given to the board by the articles and a
meeting of the board at which a quorum 1s present may exercise all powers
exercisable by the board
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 subyect to the restrictions contained 1n the
articles.
81.
82.
83.
85.
86.
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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
authonty for the agent to delegate all or any of his powers
POWER TO PROVIDE FOR EMPLOYEES
The board may by resolution exercise any power conferred by the Act to make
provision for the benefit of persons employed or formerly employed by the company
or any of its subsidianes im connection with the cessation or the transfer to any person
of the whole or part of the undertaking of the company or that subsidiary.
POWER TO RECEIVE UNCALLED MONEYS
The board may, 1f 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.
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 subyect to any
conditions the board may impose, and either collaterally with or to the exclusion of its
own powers and may be revoked or altered Subject to any such conditions, the
proceedings of a committee with two or more members shall be governed by the
articles regulating the proceedings of the board so far as they are capable of applying.
REMUNERATION OF DIRECTORS
DIRECTORS’ FEES
Subject to the articles, each of the directors shall be paid a fee at such rate as may
from time to time be determined by the board provided that the aggregate of all fees so
paid to directors (excluding amounts payable under any other provision of these
articles) shall not exceed £300,000 per annum or such higher amount as may from
tame to time be decided by ordinary resolution of the company
ADDITIONAL REMUNERATION
Subject to the articles, any director who performs services which 1n the opinion of the
board or any committee authorised by the board go beyond the ordinary duties of a
director may be paid such extra remuneration (whether by way of salary, commission,
participation in profits or otherwise) as the board or any committee authorised by the
board may in its discretion decide in addition to any remuneration provided for by or
pursuant to any other article
DIRECTORS’ EXPENSES
The directors may be pard all travelling, hotel, and other expenses properly incurred
by them in connection with their attendance at board meetings or committees of
20
88.
89.
90.
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directors or general meetings or separate meetings of the holders of any class of shares
or of debentures of the company or otherwise 1n connection with the discharge of their
duties
DIRECTORS’ APPOINTMENTS AND INTERESTS
MANAGING DIRECTOR AND EXECUTIVE OFFICE
Subject to the provisions of the Act and the articles, the directors may appoint one or
more of their number to the office of managing director or to any other executive
office under the company and may enter into an agreement or arrangement with any
director for his employment by the company or for the provision by him of any
services outside the scope of the ordinary duties of a director Any such appointment,
agreement or arrangement may be made upon such terms as the directors determine
and they may remunerate any such director for his services as they think fit Any
appointment of a director to an executive office shall terminate if he ceases to be a
director but without prejudice to any claim to damages for breach of the contract of
service between the director and the company
DIRECTORS’ INTERESTS
Subject to the provisions of the Act, and provided that he has disclosed to the board
the nature and extent of any matenal interest of his, a director notwithstanding his
office -
(A) I may be a party to, or otherwise interested in, any transaction or arrangement
with the company or in which the company 1s otherwise interested,
(B) may be a director or other officer of, or employed by, or a party to any
transaction or arrangement with, or otherwise interested in, any body corporate
promoted by the company or in which the company 1s otherwise interested,
and
(C) _ shall not, by reason of his office, be accountable to the company for any
benefit which he denves from any such office or employment or from any such
transaction or arrangement or from any interest in any such body corporate and
no such transaction or arrangement shall be liable to be avoided on the ground
of any such interest or benefit
NOTICE OF INTERESTS
For the purposes of article 89 -
(A) a general notice given to the board that a director 1s to be regarded as having
an interest of the nature and extent specified in the notice in any transaction or
arrangement 1n which a specified person or class of persons 1s interested shall
be deemed to be a disclosure that the director has an interest 1n any such
transaction of the nature and extent so specified, and
(B) _aninterest of which a director has no knowledge and of which it 1s
unreasonable to expect him to have knowledge shall not be treated as an
interest of his.
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DIRECTORS’ GRATUITIES AND PENSIONS
91. DIRECTORS’ GRATUITIES AND PENSIONS
Subject to the articles, the board may exercise all the powers of the company to
provide benefits, either by the payment of gratuities or pensions or by insurance or in
any other manner whether similar to the foregoing or not, for any director or former
director or the relations, connections or dependants of any director or former director
who holds or has held any executive office or employment with the company or with
any body corporate which 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 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
92. 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
93. NOTICE
Notice of a meeting of the board shall be deemed to be properly given to a director if.
it 1s given to him personally or by word of mouth or sent in writing to him at his last
known address or any other address given by him to the company for this purpose, or
by any other means authorised in wnting by the director concemed Notice shall be
given in this manner to all directors including any director who 1s for the time being
absent from the United Kingdom. A director may waive notice of any meeting either
prospectively or retrospectively
94. VOTING !
Questions arising at a meeting shall be decided by a majority of votes In the case of
an equality of votes, the chairman shall have a second or casting vote. A director who
1s also an alternate director shall be entitled m the absence of his appointor to a
separate vote on behalf of his appointor in addition to his own vote
95. 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, 1f his appointor 1s not present, be counted in the quorum
96. I DIRECTORS BELOW MINIMUM THROUGH VACANCIES
The continuing directors or a sole continuing director may act notwithstanding any
vacancies 1n their number, but, if the number of directors 1s Jess than the number fixed
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as the quorum, the continumg directors or director may act only for the purpose of
filling vacancies or of calling a general meeting
97. CHAIRMAN
The chairman shall be the person appointed pursuant to article 78 In the absence of ;
such appointment 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 1s unwilling to i
do so, the chairman shall preside at every meeting of the board at which he 1s present I
But if there 1s no director holding that office, or 1f 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
98. VALIDITY OF ACTS OF BOARD OR COMMITTEE
All acts done by the board, or by a committee of directors, or by a person acting as a
director or member of a committee shall, notwithstanding that it be afterwards
discovered that there was a defect in the appointment of any director or member of a
committee or person so acting or that any of them were disqualified from holding
office, or had vacated office, or were not entitled to vote, be as valid as 1f every such
person had been duly appointed and was qualified and had continued to be a director
or member of the committee and had been entitled to vote
99. I 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 1s sufficient to constitute a quorum) or by all the
members of a committee of directors shall be as valid and effectual as if 1t had been
passed at a board meeting or (as the case may be) a committee of directors duly
convened and held and may consist of several documents in the like form each signed
by one or more directors, but a resolution signed by an alternate director need not also
be signed by his appointor and, 1f 1t 1s signed by a director who has appointed an
alternate director, it need not be signed by the alternate director in that capacity
100. PARTICIPATION IN BOARD MEETINGS BY TELEPHONE
All or any of the members of the board or any committee of the board may participate
ina board meeting or that committee by means of a conference telephone or any
communication equipment which allows all persons participating in the meeting to
hear each other. A person so participating shall be deemed to be present in person at
the meeting and shall be entitled to vote or be counted in a quorum accordingly Such
a meeting shall be deemed to take place where the largest group of those participating
1s assembled, or, 1f there 1s no such group, where the chairman of the meeting then 1s
101. 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
which 1s material and which conflicts or may conflict with the interests of the
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(B)
©
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company unless 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, secunty, 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
the resolution relates to the giving to a third party of a guarantee, secunty,
or indemnity in respect of an obligation of the company or any of its
subsidianes 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 secunty; and/or
his interest arises by virtue of his subscribing or agreeing to subscribe for
any shares, debentures or other securities of the company or any of its
subsidianes, or by virtue of his being, or intending to become, a participant
in the underwmiting or sub-underwnting of an offer of any such shares,
debentures, or other securities by the company or any of its subsidianes for
subscription, purchase or exchange, and/or
the resolution relates in any way to a retirement benefits scheme which has
been approved, or 1s conditional upon approval, by the Board of Inland
Revenue for taxation purposes.
the resolution relates in any way to a contract or arrangement with the
Parent or any subsidiary of the Parent (other than the company or a
subsidiary of the company)
For the purposes of this article, an interest of a person who 18, for any purpose
of the Act (excluding any statutory modification thereof not in force when this
article becomes binding on the company), connected with a director shall be
treated as an interest of the director and, in relation to an alternate director, an
interest of his appointor shall be treated as an interest of the alternate director
without prejudice to any interest which the alternate director has otherwise
A director shall not be counted in the quorum present at a meeting 1n relation
to a resolution on which he 1s not entitled to vote
The company may by ordinary resolution suspend or relax to any extent, either
generally or in respect of any particular matter, any provision of the articles
prohibiting a director from voting at a meeting of the board or of a committee
of directors.
Where proposals are under consideration concerning the appointment of two \
or more directors to offices or employments with the company or any body
corporate in which the company is interested the proposals may be divided and
considered 1n relation to each director separately and (provided he 1s not for
another reason precluded from voting) each of the directors concemed shall be
entitled to vote and be counted in the quorum in respect of each resolution
except that concerning his own appointment
24
102.
103.
104,
105.
106.
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(E) _ Ifa question arises at a meeting of the board or of a committee of directors as
to the nght of a director to vote, the question may, before the conclusion of the
meeting, be referred to the chairman of the meeting and his ruling in relation to
any director other than himself shall be final and conclusive
SECRETARY
APPOINTMENT AND REMOVAL OF COMPANY SECRETARY
Subject to the provisions of the Act, the secretary shall be appointed by the directors
for such term, at such remuneration and upon such conditions as they may think fit,
and any secretary so appointed may be removed by them
MINUTES
KEEPING OF MINUTES
The directors shall cause minutes to be made in books kept for the purpose -
(A) _ 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,
THE SEAL
USE OF SEALS
The seal shall only be used by the authority of the board or of a committee of directors
authonsed by the board The board may determine who shall sign any instrument to
which the seal 1s affixed and unless otherwise so determined it shall be signed by a
director and by the secretary or by a second director
DIVIDENDS
DECLARATION OF DIVIDENDS
Subyect to the provisions of the Act and the articles, the company may by ordinary
resolution declare dividends in accordance with the respective nghts of the members,
but no dividend shall exceed the amount recommended by the board
DECLARATION OF DIVIDENDS UNDER SECTION 72 OF THE POSTAL I
SERVICES ACT I
Subject to the provisions of the Act, the Parent shall be entitled at any time to require
(1) the company to procure that any of the members of the group declare and pay a
dividend and/or (11) the directors to declare and pay a dividend in accordance with the
respective nights of the members in such amount and to be satisfied in such manner
(whether in cash, in specie or otherwise) as may be determined by the Parent at its
discretion in order to give effect to, or otherwise m connection with, a direction of the
Secretary of State under section 72 of the Postal Services Act, and the board may
declare and pay such dividend (whether in cash or in specie) without reference to, or
approval from, the company’s members For the avoidance of doubt, in the event of
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any request being received pursuant to this Article 106, the directors and/or the
company shall do all such things as are duly required by the Parent to be done (and,
where appropniate, shall procure that they are done) (including 1f so required by the
Parent making application to the court to effect any reductions of share capital, share
premium account or capital redemption reserve) as soon as 1s reasonably practicable,
and in any event (save where any such reduction of capital, share premium account or
capital redemption reserve has been applied for), the company shall pay any dividend
required in accordance with (11) above within 20 days of the Parent notifying the
requirement that it be paid
107. 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 1t 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
nights with regard to dividend as well as on shares which confer preferential mghts
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 1
a fixed rate if it appears to them that the profits available for distribution justify the
payment Provided the directors act in good faith they shall not incur any liability to
the holders of shares conferring preferred nghts for any loss they may suffer by the
lawful payment of an interim dividend on any shares having deferred or non-preferred
nghts
108. CALCULATION OF DIVIDENDS
Except as otherwise provided by the nghts 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. All dividends shall be apportioned and paid proportionately to the
amounts paid up on the shares during any portion or portions of the period in respect
of which the dividend ts paid, but, if any share 1s issued on terms provided that it shall
rank for dividend as from a particular date, that share shall rank for dividend
accordingly
109. 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 arses 1n 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 mghts of members and may vest any assets in
trustees
110. PAYMENT OF DIVIDENDS
Any dividend or other moneys payable 1n 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 1t by reason of the death or
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bankruptcy of the holder, to the registered address of that one of those persons who 1s
first named 1n the register of members or to such person and to such address as the
person or persons entitled may in wnting direct. Every cheque shall be made payable
to the order of the person or persons entitled or to such other person as the person or
persons entitled may in writing direct and payment of the cheque shall be a good
discharge to the company Any joint holder or other person jointly entitled to a share
as aforesaid may give receipts for any dividend or other moneys payable in respect of
the share
111. NO INTEREST ON DIVIDENDS
No dividend or other moneys payable m respect of a share shall bear interest against
the company unless otherwise provided by the nghts attached to the share
112. AMOUNTS DUE ON SHARES MAY BE DEDUCTED FROM DIVIDENDS
The board may deduct from any dividend or other moneys payable to a member by the !
company on or in respect of any shares all sums of money (if any) presently payable
by him to the company on account of calls or otherwise in respect of shares of the
company
113. FORFEITURE OF UNCLAIMED DIVIDENDS I
Any dividend which has remained unclaimed for twelve years from the date when it '
became due for payment shall, if the directors so resolve, be forfeited and cease to ‘
remain owing by the company
114. RESERVES AND SECTION 72 OF THE POSTAL SERVICES ACT
Upon the company becoming aware that a direction binding upon it has been made '
pursuant to section 72 of the Postal Services Act (a "section 72 direction") the
company shall
(A) forthwith comply with the terms of the section 72 direction,
(B) (unless the Parent shall have expressly consented to the contrary in 1
accordance with article 11) keep government securities of a value at least equal I
to the amount allocated or re-allocated to the reserve in compliance with the
section 72 direction (together with interest accruing from time to time on such
government secunties) deposited to be held against and back such reserve; and I
1
(Cc) within 3 business days of the latest date specified in the section 72
direction pursuant to section 72(2) of the Postal Services Act confirm in
writing to the Parent that.
(a) it has duly complied with the terms of the section 72 direction,
(b) __ the allocations or re-allocations to the reserve described in the section
72 direction have been duly effected, and
(c) the government securities referred to in article 114(B) above have
indeed been duly deposited to be held against and back such reserve
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ACCOUNTS
115. RECORDS TO BE KEPT
The board shall cause to be kept accounting records sufficient to show and explain the
company’s transactions, and such as to disclose with reasonable accuracy at any time
the financial position of the company at that time, and which accord with the Act
116. INSPECTION OF RECORDS
No member shall (as such) have any nght of inspecting any accounting records or
other book or document of the company except as conferred by statute or authonsed
by the board or by ordinary resolution of the company
CAPITALISATION OF PROFITS
117. POWER TO CAPITALISE RESERVES AND FUNDS
The board may with the authority of an ordinary resolution of the company -
(A) subject as hereinafter provided, resolve to capitalise any undivided profits of
the company not required for paying any preferential dividend (whether or not
they are available for distribution) or any sum standing to the credit of the
company’s share premium account or capital redemption reserve,
(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 1n or towards paying up
the amounts, if any, for the time being unpaid on any shares held by them
respectively, or in paying up 1n full unissued shares or debentures of the
company of a nominal amount equal to that sum, and allot the shares or
debentures credited as fully paid to those members, or as they may direct, in
those proportions, or partly in one way and partly in the other, but the share
premium account, the capital redemption reserve, and any profits which are
not available for distribution may, for the purposes of this article, only be
applied in paying up unissued shares to be allotted to members credited as
fully paid,
{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 1n 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, i
credited as fully paid, of any shares or debentures to which they are entitled
upon such capitalisation, any agreement made under such authonty being
binding on all such members
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RECORD DATES
118. RECORD DATES
Notwithstanding any other provision of these articles, but without prejudice to the
rights attached to any shares, the company or the directors may fix a date as the record
date by reference to which a dividend will be declared or paid or a distnbution,
allotment or issue made, and that date may be before, on or after the date on which the
dividend, distribution, allotment or issue 1s declared, paid or made Where sucha
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
119. NOTICES IN WRITING
Any notice to be given to or by any person pursuant to the articles shall be in wnting
except that a notice calling a meeting of the board need not be in wnting
120. SERVICE OF NOTICES
Subject to the articles, the company may give any notice to a member either
personally or by sending 1t by post in a prepaid envelope addressed to the member at
hus registered address or by leaving t at that address In the case of joint holders of a
share, all notices shall be given to the joint holder whose name stands first in the
register of members in respect of the joint holding and notice so given shall be
sufficient notice to all the joint holders A member whose registered address 1s not
within the United Kingdom and who gives to the company an address within the
United Kingdom at which notices may be given to him shall be entitled to have
notices given to him at that address, but otherwise no such member shall be entitled to
receive any notice from the company
121. DEEMED RECEIPT OF NOTICE BY MEMBERS PRESENT AT MEETING
A member present, either i person or by proxy, at any meeting of the company or of
the holders of any class of shares in the company shall be deemed to have received
notice of the meeting and, where requisite, of the purposes for which it was called
122. 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
123. TIME OF SERVICE
Any notice or other document, 1f sent by the company by post, shall be deemed to
have been served or delivered twenty four hours after posting and, in proving such
service or delivery, it shall be sufficient to prove that the notice or document was
properly addressed, stamped and put in the post Subject to the articles, any notice or
other document left by the company at a registered address otherwise than by post, or
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124,
125.
126.
127.
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sent by fax or telex or other instantaneous means of transmission, shall be deemed to
have been served or delivered when it was so left or sent.
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 delivenng 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 descnption at the address, if any, within the United Kingdom
supplied for that purpose by the persons claiming to be so entitled Until such an
address has been supplied, a notice may be given in any manner in which 1t might
have been given if the death or bankruptcy had not occurred
WINDING UP
DISTRIBUTION OF ASSETS OTHERWISE THAN IN CASH
If the company 1s wound up, the liquidator may, with the sanction of an extraordinary
resolution of the company and any other sanction required by the Act, divide among
the members 1n 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 carned 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
shal] be compelled to accept any assets upon which there 1s a liability
INDEMNITY
INDEMNITY OF OFFICERS
Subject to the provisions of the Act, the company may indemnify any director or other
officer against any lability and may purchase and maintain for any director or other
officer msurance against any lability. Subyect to those provisions, but without
prejudice to any indemnity to which the person concerned may otherwise be entitled,
every director or other officer of the company shall be indemnified out of the assets of
the company against any liability incurred by him as a director or other officer of the
company, in defending any proceedings (whether civil or criminal) in which judgment
1s given in his favour or he 1s acquitted or in connection with any application under
the Act in which relief 1s granted to him by the court
For the purposes of this article no person appointed or employed by the company as an
auditor 1s an officer of the company
PROVISIONS RELATING TO ARTICLES 11, 106 AND 114
ARTICLES SUBJECT TO RELEVANT LAW
(A) Nothing contained in articles 11, 106 or 114 shall have effect so as to require I
the company or any of the directors to (1) take any action, (11) omit to take any I
action, or (111) procure that any subsidiary of the company takes or omits to I
take any action which action or omission would, 1n the reasonable opinion of I
\
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the board of the company or of such subsidiary, give nse to crminal or civil
lability on the part of the company, such subsidiary or any of the directors of
the company or such subsidiary, or any liability on any of the aforesaid for
breach of any statutory or common law duty or requirement (for the purposes
of this article 127, a "relevant breach”)
(B) _ Ifarelevant breach 1s capable of ratification by the shareholders of the
company or subsidiary concerned, and such ratification would have the effect
of removing or avoiding the consequences of the relevant breach (insofar as
such consequences affect or would affect the company or subsidiary or any of
their respective directors), then subject to the shareholders concerned
providing a wnitten 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 nse to the relevant breach shall be
effected or, as the case may be, procured by the company as though this article
127 did not apply in relation thereto '
(C) _ For the purposes of this article 127, the "reasonable opmmion of the board" in
relation to a matter shall mean the reasonable opimion 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 appropnate legal and/or
financial advice, (1) following the receipt of such advice, having promptly
provided the same to the Parent and consulted with the Parent 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 Parent notified to it in
relation thereto, and (111) where the Parent gives notice under Article 127(D),
having had due regard to the independent advice consequently received and
having consulted the Parent in relation thereto
(D) _ Ifin any case where the company or the directors seek to rely upon article
127(A) in respect of any matter, the the Parent has within 7 days of receipt of
legal and/or financial advice pursuant to article 127(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
Parent, such advice to be addressed to the company, 1ts directors and the
Parent, the company shall (1) obtain such advice and (11) (subject to article
127(A)) not take any decision or action 1n relation to the relevant matter, until
such advice shall have been obtained and the board shall have consulted the
Parent in relation thereto
(E) Where pursuant to this article 127 any advice 1s required to be delivered to the
Parent or any consultation or approval 1s required between or from the
company and the Parent, the Parent shall be entitled to require that the Special
Shareholder be an additional recipient of any such advice and/or an additional
party to such consultation or approval
(F) Nothing in this article 127 shall fetter any statutory power, or remove or alter
any obligation imposed on any person by statute
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