SATURDAY
AGREED FORM
Company No. 2154540
THE COMPANIES ACT 1985
APRIVATE COMPANY LIMITED BY SHARES
NEW
ARTICLES OF ASSOCIATION
of
Post Office Limited
adopted by special resolution passed on 20 December 2002
(amended by written resolution on 7" August 2007)
(amended by a written resolution on 10" March 2009)
mM
28/03/2009
COMPANIES HOUSE
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Company No. 2154540 7
ARTICLES OF ASSOCIATION
of
Post Office Limited
adopted by special resolution on 20 December 2002
(amended by written resolution on 7 August 2007)
(amended by a written resolution on 10" March 2009)
INTERPRETATION
1. EXCLUSION OF TABLE A
No regulations set out in any statute, or in any statutory instrument or other subordinate
legislation made under any statute concerning companies shall apply as the regulations
or articles of the company.
2. DEFINITIONS.
In these articles unless the context otherwise requires -
“the Act" means the Companies Act 1985 and the Companies Act 2006 (including any
orders, regulations or other subordinate legislation made under them) to the extent from
time to time in force;
“the articles" means these articles of the company as altered from time to time by
special resolution and the expression “this article" shall be construed accordingly;
“the board" means the board of directors from time to time of the company or the
directors present at a meeting of the directors at which a quorum is present;
"clear days” in relation to the period of a notice, means that period excluding the day
when the notice is given or deemed to be given and the day for which it is given or on
which it is to take effect;
“executed” includes any mode of execution;
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“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 its subsidiary undertakings (as defined in Section
1162 of the Companies Act 2006) from time to time;
“the holder” in relation to shares means the member whose name is entered in the
register of members as the holder of the shares;
“member” means a member of the company;
"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 1162 of
the Companies Act 2006);
“Postal Services Act" means the Postal Services Act 2000;
“public holiday” has the meaning given to that term in the Postal Services Act;
“the register" means the register of members of the company;
“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, inciuding a joint, assistant or deputy
secretary;
“share rights" has the meaning given to such term in section 82(1) of the Postal
Services Act;
“shares” has the meaning given to such term in section 82(1) of the Postal Services
Act;
“Special Shareholder” means the holder of the one special rights redeemable
preference share in the capital of Royal Mail Holdings pic (Company Number 4074919);
“the United Kingdom" means Great Britain and Northern Ireland.
Unless the context otherwise requires, words or expressions contained in these articles
bear the same meaning as in the Act but exclude any statutory modification thereof not
in force when these articles become binding on the company.
References to “writing” include references to any method of representing or
reproducing words in a legible and non-transitory form.
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References in Articles 89, 90 and 101 to (i) a contract include references to any
proposed contract and to any transaction or arrangement or proposed transaction or
arrangement whether or not constituting a contract; and (ii) a conflict of interest include
a conflict of interest and duty and a conflict of duties.
Headings are included only for convenience and shall not affect meaning.
If, and for so long as, the company has only one member, these articles shall (in the
absence of any express provision to the contrary) apply with such modification as may
be necessary in relation to the company.
3. FORM OF RESOLUTION
(A) Subject to the Act, where for any purpose an ordinary resolution of the company
is required, a special or extraordinary resolution shall also be effective and
where for any purpose an extraordinary resolution is required a special !
resolution shall also be effective. '
(B) Aresolution in writing executed by or on behalf of each member who would
have been entitled to vote upon it if it had been proposed at a general meeting
at which he was present shall be as effectual as if it had been passed at a
general meeting properly convened and held and may consist of several
instruments in the like form each executed by or on behalf of one or more of the
members.
SHARE CAPITAL
4. AUTHORISED SHARE CAPITAL
The authorised share capital at the date of adoption of these articles is £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 rights conferred on the holders of any
other shares, any share may be issued with or have attached to it such rights and
restrictions as the company may by ordinary resolution decide or, if no such resolution
has been passed or so far as the resolution does not make specific provision, as the
board may decide.
1 by written resolution of 7 August 2007 the share capital of Post Office Limited was increased from £50,000 to
£51,000
10.
11.
REDEEMABLE SHARES
Subject to the provisions of the Act, shares may be issued which are to be redeemed or
are to be liable to be redeemed at the option of the company or the holder on such
terms and in such manner as may be provided by the articles.
PAYMENT OF COMMISSION
The company may exercise the powers of paying commissions conferred by the Act.
Subject to the provisions of the Act, any such commission may be satisfied by the
payment of cash or by the allotment of fully or partly paid shares or partly in one way
and partly in the other.
TRUSTS NOT RECOGNISED
Except as required by law, no person shall be recognised by the company as holding
any share upon any trust and (except as otherwise provided by the articles or by law)
the company shall not be bound by or recognise any interest in any share except an
absolute right to the entirety thereof in the holder.
UNISSUED SHARES
Subject to the provisions of the Act and to these articles, any unissued shares of the
company (whether forming part of the original or any increased capital) shall be at the
disposal of the board who may offer, allot, grant options over or otherwise dispose of
them to such persons at such times and for such consideration and upon such terms
and conditions as it may determine.
VARIATION OF CLASS RIGHTS
Subject to the provisions of the Act, if at any time the capital of the company is divided
into different classes of shares, the rights attached to any class may be varied, either
while the company is a going concern or during or in contemplation of a winding-up:
(A) in such manner (if any) as may be provided by those rights; or
(B) in the absence of any such provision, with the consent in writing of the holders
of three-quarters in nominal value of the issued shares of that class, or with the
sanction of an extraordinary resolution passed at a separate meeting of the
holders of the shares of that class, but not otherwise. The provisions of these
articles relating to general meetings shall apply to every such separate meeting,
except that the necessary quorum at any such meeting other than an adjourned
meeting shall be two persons together holding or representing by proxy at least
one-third in nominal value of the issued shares of the class in question and at
an adjourned meeting shall be one person holding shares of the class in
question or his proxy.
DIRECTIONS OF THE SPECIAL SHAREHOLDER
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(A) 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.
(Cc) 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 right, assignment, hypothecation, or
other agreement or arrangement which has the effect of granting security over
government securities held by it for the purposes of article 114(B).
(E) The provisions of this Article 11 shall be subject to Article 127.
SHARE CERTIFICATES
RIGHT TO SHARE CERTIFICATES
Every member, upon becoming the holder of any shares, shall be entitled without
payment to one certificate for all the shares of each class held by him (and, upon
transferring a part of his holding of shares of any class, to a certificate for the balance of
such holding) or several certificates each for one or more of his shares upon payment
for every certificate after the first of such reasonable sum as the board may determine.
Every certificate shall be sealed with the seal and shall specify the number, class and
distinguishing numbers (if any) of the shares to which it relates and the amount or
respective amounts paid up thereon. The company shall not be bound to issue more
than one certificate for shares held jointly by several persons and delivery of a
certificate to one joint holder shall be a sufficient delivery to all of them.
REPLACEMENT OF SHARE CERTIFICATES
lf a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such
terms (if any) as to evidence and indemnity and payment of the expenses reasonably
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15.
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incurred by the company in investigating evidence as the board may determine but
otherwise free of charge, and (in the case of defacement or wearing out) on delivery up
of the old certificate.
LIEN
COMPANY’S LIEN ON SHARES NOT FULLY PAID
The company shall have a first and paramount lien on every share (not being a fully
paid share) for all moneys (whether presently payable or not) payable at a fixed time or
called in respect of that share. The board may at any time declare any share to be
wholly or in part exempt from the provisions of this article. The company’s lien on a
share shall extend to any amount payable in respect of it.
ENFORCING LIEN BY SALE
The company may sell in such manner as the board may determine any shares on
which the company has a lien if a sum in respect of which the lien exists is presently
payable and is not paid within fourteen clear days after notice has been given to the
holder of the share or to the person entitled to it in consequence of the death or
bankruptcy of the holder, demanding payment and stating that if the notice is not
complied with the shares may be sold. To give effect to a sale, the board may authorise
some person to execute an instrument of transfer of the shares sold to, or in
accordance with the directions of, the purchaser. The title of the transferee to the
shares shall not be affected by any irregularity in or invalidity of the proceedings in
reference to the sale.
APPLICATION OF PROCEEDS OF SALE
The net proceeds of the sale, after payment of the costs, shall be applied in payment of
so much of the sum for which the lien exists as is presently payable, and any residue
shall (upon surrender to the company for cancellation of the certificate for the shares
sold and subject to a like lien for any moneys not presently payable as existed upon the
shares before the sale) be paid to the person entitled to the shares at the date of the
sale.
CALLS ON SHARES AND FORFEITURE
CALLS
Subject to the terms of allotment, the board may make calls upon the members in
respect of any moneys unpaid on their shares {whether in respect of nominal value or
premium) and each member shall (subject to receiving at least fourteen clear days’
notice specifying when and where payment is to be made) pay to the company as.
18.
19.
20.
21.
22.
required by the notice the amount called on his shares. A call may be required to be
paid by instalments. A ca!l may be revoked in whole or part and payment of a call may
be postponed in whole or part as the board may decide. A person upon whom a call is
made shall remain liable for calls made upon him notwithstanding the subsequent
transfer of the shares in respect whereof the call was made. A call shall be deemed to
have been made at the time when the resolution of the board authorising the call was
passed.
LIABILITY OF JOINT HOLDERS
The joint holders of a share shall be jointly and severally fiable to pay all calls in respect
thereof.
INTEREST DUE ON NON-PAYMENT
If a call remains unpaid after it has become due and payable the person from whom it is
due and payable shall pay interest on the amount unpaid from the day it became due
and payable until it is paid at the rate fixed by the terms of allotment of the share or in
the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Act)
but the board may waive payment of the interest wholly or in part.
SUMS DUE ON ALLOTMENT TREATED AS CALLS
An amount payable in respect of a share on allotment or at any fixed date, whether in
respect of nominal value or premium or as an instalment of a call, shall be deemed to
be a call and if it is not paid the provisions of the articles shall apply as if that amount
had become due and payable by virtue of a call.
POWER TO DIFFERENTIATE
Subject to the terms of allotment, the board may make arrangements on the issue of
shares for a difference between the holders in the amounts and times of payment of
calls on their shares.
FORFEITURE OF SHARES
NOTICE IF CALL OR INSTALMENT NOT PAID
If a call remains unpaid after it has become due and payable the board may give to the
person from whom it is due not less than fourteen clear days’ notice requiring payment
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24,
25,
26.
27.
of the amount unpaid together with any interest which may have accrued. The notice
shall name the place where payment is to be made and shall state that if the notice is
not complied with the shares in respect of which the call was made will be liable to be
forfeited.
FORFEITURE FOR NON-COMPLIANCE WITH NOTICE
If the notice is not complied with any share in respect of which it was given may, before
the payment required by the notice has been made, be forfeited by a resolution of the
board and the forfeiture shall include all dividends or other moneys payable in respect of
the forfeited shares and not paid before the forfeiture.
SALE OF FORFEITED SHARES.
Subject to the provisions of the Act, a forfeited share may be sold, re allotted or
otherwise disposed of on such terms and in such manner as the board determines
either to the person who was before the forfeiture the holder or to any other person and
at any time before sale, re allotment or other disposition, the forfeiture may be cancelled
on such terms as the board thinks fit. Where for the purposes of its disposal a forfeited
share is to be transferred to any person the board may authorise some person to
execute an instrument of transfer of the share to that person.
ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
A person any of whose shares have been forfeited shall cease to be a member in
respect of them and shall surrender to the company for cancellation the certificate for
the shares forfeited but shall remain liable to the company for all moneys which at the
date of forfeiture were presently payable by him to the company in respect of those
shares with interest at the rate at which interest was payable on those moneys before
the forfeiture or, if no interest was so payable, at the appropriate rate (as defined in the
Act) 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
Astatutory declaration by a director or the secretary that a share has been forfeited on a
specified date shall be conclusive evidence of the facts stated in it as against all
persons claiming to be entitled to the share and the declaration shall (subject to the
execution of an instrument of transfer if necessary) constitute a good title to the share
and the person to whom the share is disposed of shall not be bound to see to the
application of the consideration, if any, nor shall his title to the share be affected by any
irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of
the share.
TRANSFER OF SHARES
EXECUTION OF TRANSFER
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28.
29.
30.
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32.
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The instrument of transfer of a share may be in any usual form or in any other form
which the board may approve and shall be executed by or on behalf of the transferor
and, unless the share is fully paid, by or on behalf of the transferee.
RIGHT TO DECLINE REGISTRATION
The board may refuse to register the transfer of a share which is not fully paid to a
person of whom they do not approve and they may refuse to register the transfer of a
share on which the company has a lien or where such transfer is restricted by the Act or
the articles. They may also refuse to register a transfer unless -
(A) it is lodged at the office or at such other place as the board may appoint and is
accompanied by the certificate for the shares to which it relates and such other
evidence as the board may reasonably require to show the right of the
transferor to make the transfer;
(B) it is in respect of only one class of shares; and
(C) it is in favour of not more than four transferees.
NOTICE OF REFUSAL
If the board refuses to register a transfer of a share, it shall within two months after the
date on which the transfer was lodged with the company send to the transferee notice of
the refusal.
SUSPENSION OF REGISTRATION
The registration of transfers of shares or of transfers of any class of shares may be
suspended at such times and for such periods (not exceeding thirty days in any year) as
the board may determine.
NO FEE FOR REGISTRATION
No fee shall be charged for the registration of any instrument of transfer or other
document relating to or affecting the title to any share.
RETENTION OF INSTRUMENT OF TRANSFER
The company shall be entitled to retain any instrument of transfer which is registered,
but any instrument of transfer which the board refuses to register shall be returned to
the person lodging it when notice of the refusal is given.
TRANSMISSION OF SHARES.
TRANSMISSION ON DEATH
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If a member dies the survivor or survivors where he was a joint holder, and his personal
representatives where he was a sole holder or the only survivor of joint holders, shall be
the only persons recognised by the company as having any title to his interest; but
nothing herein contained shall release the estate of a deceased member from any
liability in respect of any share which had been jointly held by him.
ELECTION OF PERSON ENTITLED BY TRANSMISSION
Aperson becoming entitled to a share in consequence of the death or bankruptcy of a
member may, upon such evidence being produced as the board may properly require,
elect either to become the holder of the share or to have some person nominated by
him registered as the transferee. If he elects to become the holder he shall give notice
to the company to that effect. If he elects to have another person registered he shall
execute an instrument of transfer of the share to that person. All the articles relating to
the transfer of shares shall apply to the notice or instrument of transfer as if it were an
instrument of transfer executed by the member and the death or bankruptcy of the
member had not occurred.
RIGHTS OF PERSON ENTITLED BY TRANSMISSION
Aperson becoming entitled to a share in consequence of the death or bankruptcy of a
member shall have the rights to which he would be entitled if he were the holder of the
share, except that he shall not, before being registered as the holder of the share, be
entitled in respect of it to attend or vote at any meeting of the company or at any
separate meeting of the holders of any class of shares in the company.
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
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38.
39.
40.
41.
42.
43.
Whenever as a result of a consolidation of shares any members would become entitled
to fractions of a share, the board may, on behalf of those members, sell the shares
representing the fractions for the best price reasonably obtainable to any person
(including, subject to the provisions of the Act, the company) and distribute the net
proceeds of sale in due proportion among those members, and the board may authorise
some person to execute an instrument of transfer of the shares to, or in accordance with
the directions of, the purchaser. The transferee shall not be bound to see to the
application of the purchase money nor shall his title to the shares be affected by any
irregularity in or invalidity of the proceedings in reference to the sale.
REDUCTION OF CAPITAL
Subject to the provisions of the Act and the articles, the company may by special
resolution reduce its share capital, any capital redemption reserve and any share
premium account in any way.
PURCHASE OF OWN SHARES
Subject to the provisions of the Act and the articles, the company may purchase its own
shares (including any redeemable shares).
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, shail forthwith proceed to convene an extraordinary general
meeting for a date not later than eight weeks after receipt of the requisition. If there are
not within the United Kingdom sufficient directors to call a general meeting, any director
or any member of the company may call a general meeting.
ANNUAL GENERAL MEETINGS
The board shall convene and the company shall hold general meetings as annual
general meetings in accordance with the requirements of the Act.
NOTICE OF GENERAL MEETINGS
LENGTH OF NOTICE
An annual general meeting and an extraordinary general meeting called for the passing
of a special resolution or a resolution appointing a person as a director shall be called
by at least twenty one clear days’ notice. All other extraordinary general meetings shall
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45.
47.
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be called by at least fourteen clear days' notice but a general meeting may be called by
shorter notice if it is so agreed -
(A) in the case of an annual general meeting, by all the members entitled to attend
and vote thereat; and
(B) in the case of any other meeting by a majority in number of the members having
aright to attend and vote being a majority together holding not less than ninety
five per cent. in nominal value of the shares giving that right.
The notice shall specify the time and place of the meeting and the general nature of the
business to be transacted and, in the case of an annual general meeting, shall specify
the meeting as such.
Subject to the provisions of the articles and to any restrictions imposed on any shares,
the notice shall be given to all the members other than any who under the provisions of
these articles or the terms of issue of the shares they hold, are not entitled to receive
such notices from the company, and also to the auditors or, if more than one, each of
them.
OMISSION OR NON-RECEIPT OF NOTICE
The accidental omission to give notice of a meeting to, or the non receipt of notice of a
meeting by, any person entitled to receive notice shall not invalidate the proceedings at
that meeting.
POSTPONEMENT OF GENERAL MEETINGS
If the board, in its absolute discretion, considers that it is impractical or unreasonable for
any reason to hold a general meeting on the date or at the time or place specified in the
notice calling the general meeting, it may postpone the general meeting to another date,
time and place. When a meeting is so postponed, notice of the date, time and place of
the postponed meeting shall be given to the members. Notice of the business to be
transacted at such postponed meeting shall not be required.
PROCEEDINGS AT GENERAL MEETINGS
QUORUM
No business shail be transacted at any meeting unless a quorum is present. Two
persons entitled to vote upon the business to be transacted, each being a member or a
proxy for a member or a duly authorised representative of a corporation, shall be a
quorum. If, and for so long as, the company has only one member, that member or the
proxy for that member or, where that member is a corporation, its duly authorised
representative shall be a quorum at any general meeting of the company or of the
holders of any class of shares.
PROCEDURE IF QUORUM NOT PRESENT
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48,
49.
50.
51.
14
lf such a quorum is not present within half an hour from the time appointed for the
meeting, or if during a meeting such a quorum ceases to be present, the meeting shall
stand adjourned to the same day in the next week at the same time and place or to
such time and place as the board may determine.
CHAIRMAN OF GENERAL MEETING
The chairman, if any, of the board or in his absence some other director nominated by
the board shall preside as chairman of the meeting, but if neither the chairman nor such
other director (if any) be present within fifteen minutes after the time appointed for
holding the meeting and willing to act, the directors present shall elect one of their
number to be chairman and, if there is only one director present and willing to act, he
shall be chairman. if no director is willing to act as chairman, or if no director is present
within fifteen minutes after the time appointed for holding the meeting, the members.
present and entitled to vote shall choose one of their number to be chairman.
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 is of
such a nature.
ENTITLEMENT TO ATTEND AND SPEAK
Each director shall be entitled to attend and speak at any general meeting of the
company and at any separate general meeting of the holders of any class of shares in
the company. The chairman may invite any person to attend and speak at any general
meeting of the company whom the chairman considers to be equipped by knowledge or
experience of the company’s business to assist in the deliberations of the meeting. In
addition, the chairman may invite any person who has been nominated for the purpose
by a member, where the chairman is satisfied that such time as the chairman may
determine, the member holds any shares in the company as such person's nominee, to
attend and, if the chairman considers it appropriate, to speak at any general meeting of
the company.
ADJOURNMENTS
The chairman may, without seeking the consent of the meeting (whether or not it has
commenced or a quorum is present) adjourn any meeting from time to time and from
place to place, but no business shall be transacted at an adjourned meeting other than
business which might properly have been transacted at the meeting had the
adjournment not taken place. When a meeting is adjourned for fourteen days or more,
at least seven clear days’ notice shall be given specifying the time and place of the
adjourned meeting and the general nature of the business to be transacted. Otherwise
it shall not be necessary to give any such notice.
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52.
53.
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AMENDMENTS RULED OUT OF ORDER
If an amendment proposed to any resolution under consideration is ruled out of order by
the chairman, the proceedings on the resolution shall not be invalidated by any error in
the ruling.
VOTING
VOTES OF MEMBERS
Subject to any special terms as to voting upon which any shares may be issued or may
for the time being be held and to any other provisions of these articles, on a show of
hands every member who is present in person at a general meeting of the company
shall have one vote. Proxies shall not vote on a show of hands. Ona poll every
member who is present in person or by proxy shall have one vote for every share of
which he is the holder.
METHOD OF VOTING
Aresolution put to the vote of a meeting shall be decided on a show of hands unless
before, or on the declaration of the result of, the show of hands a poll is duly demanded.
Subject to the provisions of the Act, a poll may be demanded -
(A) by the chairman; or
(B) by at least two members having the right to vote at the meeting; or
(C) by a member or members representing not less than one tenth of the total
voting rights of all the members having the right to vote at the meeting; or
(D) by a member or members holding shares conferring a right to vote at the
meeting being shares on which an aggregate sum has been paid up equal to
not less than one tenth of the total sum paid up on all the shares conferring that
right;
and a demand by a person as proxy for a member shall be the same as a demand by
the member.
PROCEDURE IF POLL NOT DEMANDED
Unless a poll is duly demanded a declaration by the chairman that a resolution has
been carried or carried unanimously, or by a particular majority, or lost, or not carried by
a particular majority and an entry to that effect in the minutes of the meeting shall be
conclusive evidence of the fact without proof of the number or proportion of the votes.
recorded in favour of or against the resolution.
WITHDRAWAL OF DEMAND FOR POLL
S7.
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59.
60.
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The demand for a poll may, before the poll is taken, be withdrawn but only with the
consent of the chairman and a demand so withdrawn shall not be taken to have
invalidated the result of a show of hands declared before the demand was made.
PROCEDURE IF POLL DEMANDED
Apoll shall be taken as the chairman directs and he may appoint scrutineers (who need
not be members) and fix a time and place for declaring the result of the 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
Apoll demanded on the election of a chairman or on a question of adjournment shall be
taken forthwith. A poll demanded on any other question shall be taken either forthwith
‘or at such time and place as the chairman directs not being more than thirty days after
the poll is demanded. The demand for a poll shall not prevent the continuance of a
meeting for the transaction of any business other than the question on which the poll
was demanded. If a poll is demanded before the declaration of the result of a show of
hands and the demand is duly withdrawn, the meeting shall continue as if the demand
had not been made.
NO NOTICE OF POLL
No notice need be given of a poll not taken forthwith if the time and place at which it is
to be taken are announced at the meeting at which it is demanded. In any other case at
least seven clear days’ notice shall be given specifying the time and place at which the
poll is to be taken.
VOTES OF JOINT HOLDERS
In the case of joint holders the vote of the senior who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders;
and seniority shall be determined by the order in which the names of the holders stand
in the register of members.
VOTING ON BEHALF OF INCAPABLE MEMBER
Amember in respect of whom an order has been made by any court having jurisdiction
(whether in the United Kingdom or elsewhere) in matters concerning mental disorder
may vote, 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
63.
65.
66.
47
of the board of the authority of the person claiming to exercise the right to vote shall be
deposited at the office, or at such other place as is specified in accordance with the
articles for the deposit of instruments of proxy, not less than forty eight hours before the
time appointed for holding the meeting or adjourned meeting at which the right to vote is
to be exercised and in default the right to vote shall not be exercisable.
NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES
No member shall vote at any general meeting or at any separate meeting of the holders
of any class of shares in the company, either in person or by proxy, in respect of any
share held by him unless all moneys presently payable by him in respect of that share
have been paid.
OBJECTIONS OR ERRORS IN VOTING
If-
(A) any objection shall be raised to the qualification of any voter, or
(B) any votes have been counted which ought not to have been counted or which
might have been rejected, or
(C) any votes are not counted which ought to have been counted,
the objection or error shall not vitiate the decision of the meeting or adjourned meeting
on any resolution unless it is raised or pointed out at the meeting or, as the case may
be, the adjourned meeting at which the vote objected to is given or tendered or at which
the error occurs. Any objection or error shall be referred to the chairman and shall only
vitiate the decision of the meeting on any resolution if the chairman decides that the
same may have affected the decision of the meeting. The decision of the chairman on
such matters shall be conclusive.
PROXIES
APPOINTMENT OF PROXY
On a poll votes may be given either personally or by proxy. Amember may appoint
more than one proxy to attend on the same occasion.
FORM OF PROXY
An instrument appointing a proxy shall be in writing, executed by or on behalf of the
appointor and shall be in the following form (or in a form as near thereto as
circumstances allow or in any other form which is usual or which the board may
approve)-
“Post Office Limited
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67.
68,
18
iMWe, of
being a member/members of the above named company, hereby appoint
of , or failing him, of ,as
my/our proxy to vote in my/our name[s] and on my/our behalf at the
annual/extraordinary general meeting of the company to be held on 20
, and at any adjournment thereof.
Signed on 20."
INSTRUCTIONS TO PROXY
Where it is desired to afford members an opportunity of instructing the proxy how he
shall act the instrument appointing a proxy shall be in the following form (or in a form as.
near thereto as circumstances allow or in any other form which is usual or which the
board may approve) -
“Post Office Limited
We, , of
being a member/members of the above named company, hereby appoint
of , or failing him, of ,as
my/our proxy to vote in my/our name[s] and on my/our behalf at the
annual/extraordinary general meeting of the company to be held on 20
, and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as follows:
Resolution No.1 “for *against
Resolution No.2 “for *against.
*Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.
Signed on 20."
DELIVERY OF PROXIES
The instrument appointing a proxy and any authority under which it is executed or a
copy of such authority certified notarially or in some other way approved by the board
may -
(A) be deposited at the office or at such other place within the United Kingdom as is
specified in the notice convening the meeting or in any instrument of proxy sent
out by the company in relation to the meeting not less than 48 hours before the
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69.
70.
71.
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time for holding the meeting or adjourned meeting at which the person named in
the instrument proposes to vote; or
(B) in the case of a poll taken more than forty eight hours after it is demanded, be
deposited as aforesaid after the poll has been demanded and not less than
twenty four hours before the time appointed for the taking of the poll; or
(C) where the poll is not taken forthwith but is taken not more than forty eight hours
after it was demanded, be delivered at the meeting at which the poll was
demanded to the chairman or to the secretary or to any director,
and an instrument of proxy which is not deposited or delivered in a manner so permitted
shall be invalid. The directors may at their discretion treat a faxed or other machine
made copy of an instrument appointing a proxy as such an instrument for the purpose of
this article.
CANCELLATION OF PROXY’S AUTHORITY
A vote given or poll demanded by proxy or by the duly authorised representative of a
corporation shall be valid notwithstanding the previous determination of the authority of
the person voting or demanding a poll unless notice of the determination was received
by the company at the office or at such other place at which the instrument of proxy was
duly deposited before the commencement of the meeting or adjourned meeting at which
the vote is given or the poll demanded or (in the case of a poll taken otherwise than on
the same day as the meeting or adjourned meeting) the time appointed for taking the
poll.
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
NUMBER OF DIRECTORS.
Unless otherwise determined by ordinary resolution and subject to the articles, the
number of directors (other than alternate directors) shall not be subject to any maximum
but shall be not less than two.
ALTERNATE DIRECTORS
(A) Any director (other than an alternate director) may appoint any other director, or,
subject to the articles, any other person approved by the Parent and willing to
act, to be an alternate director and may remove from office an alternate director
$o appointed by him.
(B) An alternate director shall be entitled to receive notice of all meetings of the
board and of all meetings of committees of the board of which his appointor is a
member, to attend and vote at any such meeting at which the director
appointing him is not personally present, and generally to perform all the
functions of his appointor as a director in his absence but shall not be entitled to
receive any remuneration from the company for his services as an alternate
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72.
73.
74.
75.
20
director. But it shall not be necessary to give notice of such a meeting to an
alternate director who is absent from the United Kingdom.
(C) An alternate director shall cease to be an alternate director if his appointor
ceases to be a director; but, if a director retires but is reappointed or deemed to
have been reappointed at the meeting at which he retires, any appointment of
an alternate director made by him which was in force immediately prior to his
retirement shall continue after his reappointment.
(D) Any appointment or removal of an alternate director shall be by notice to the
company signed by the director making or revoking the appointment or in any
other manner approved by the board.
(E) Save as otherwise provided in the articles, an alternate director shall be
deemed for all purposes to be a director and shall alone be responsible for his
own acts and defaults and he shall not be deemed to be the agent of the
director appointing him.
PERSONS ELIGIBLE AS DIRECTORS.
No person shall be appointed or reappointed a director at any general meeting unless -
(A) he is recommended by the directors; or
(B) he is 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 is recommended by the directors for appointment or
reappointment as a director at the meeting or in respect of whom notice has been duly
given to the company of the intention to propose him at the meeting for appointment or
reappointment as a director. The notice shall give the particulars of that person which
would, if he were so appointed or reappointed, be required to be included in the
company's register of directors.
POWER OF BOARD TO APPOINT DIRECTORS
Subject to the articles, the board may appoint a person who is willing to act to be a
director, either to fill a vacancy or as an additional director, provided that the
appointment does not cause the number of directors to exceed any number fixed by or
in accordance with the articles as the maximum number of directors. A director so
appointed shall hold office only until the next following annual general meeting. If not
reappointed at such annual general meeting, he shall vacate office at the conclusion
thereof.
NO AGE LIMIT OR SHARE QUALIFICATION
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No director shall be required to retire or vacate his office, and no person shall be
ineligible for appointment as a director, by reason of his having attained any particular
age. No shareholding qualification for directors shall be required.
76. POSITION OF RETIRING DIRECTORS
Subject as aforesaid, a director who retires at an annual general meeting may, if willing
to act, be reappointed. If he is not reappointed, he shall retain office until the meeting
appoints someone in his place, or if it does not do so, until the end of the meeting.
77. DISQUALIFICATION AND REMOVAL OF DIRECTORS
(A) Without prejudice to the provisions of the Act or the articles, the company may,
by extraordinary resolution, remove a director before the expiry of his period of
Office (but such removal shall be without prejudice to any claim to damages for
breach of any contract of service between the director and the company) and,
subject to the articles, may, by ordinary resolution, appoint another person
instead of him.
(B) The office of a director shall be vacated if -
i (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
I his creditors generally; or
: (c) he is, or may be, suffering from mental disorder and either -
i
(i) he is admitted to hospital in pursuance of an application for
admission for treatment under the Mental Health Act 1983 or, in
Scotland, an application for admission under the Mental Health
(Scotland) Act 1960, or
(ii) an order is made by a court having jurisdiction (whether in the
United Kingdom or elsewhere) in matters concerning mental
disorder for his detention or for the appointment of a receiver,
curator bonis or other person to exercise powers with respect to
his property or affairs; or
(d) he resigns his office by notice to the company;
(e) he is removed pursuant to article 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.
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78.
79.
80.
22
If the office of a director is vacated for any reason, he shall cease to be a
member of any committee or sub committee of the board.
APPOINTMENT OF CHAIRMAN, DIRECTORS AND EXECUTIVES, AND CONSENTS
(A)
(B)
(c)
Chairman
The Parent shall be entitled from time 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.
Directors
The Parent shall be entitled from time to time to appoint and to remove any
person as a director of the company by notice in writing delivered to the
company.
Consents
The chairman shall be required to consult with and obtain the approval of the
Parent in relation to (i) the appointment or the removal of any person as a non-
executive director (ii) 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
subsidiaries, and (iii) the appointment or removal of any person as chief
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
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.
POWERS OF THE BOARD
GENERAL POWERS OF COMPANY VESTED IN THE BOARD
Subject to the provisions of the Act, the memorandum and the articles, the business of
the company shall be managed by the board who may exercise all the powers of the
company. No alteration of the memorandum or articles and no such direction shall
invalidate any prior act of the board which would have been valid if that alteration had
not been made or that direction had not been given. The powers given by this article
shalt not be limited by any special power given to the board by the articles and a
meeting of the board at which a quorum is present may exercise all powers exercisable
by the board.
BORROWING POWERS
81.
82.
83.
84,
85.
86.
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The board may exercise all the powers of the company to borrow and to mortgage or
charge all or any part of the undertaking, property and assets (present and future) and
uncalled capital of the company, but subject to the restrictions contained in the articles.
APPOINTMENT OF AGENT
The board may, by power of attorney or otherwise, appoint any person to be the agent
of the company for such purposes and on such conditions as it determine, including
authority for the agent to delegate all or any of his powers.
POWER TO PROVIDE FOR EMPLOYEES
The board may by resolution exercise any power conferred by the Act to make provision
for the benefit of persons employed or formerly employed by the company or any of its
subsidiaries in connection with the cessation or the transfer to any person of the whole
or part of the undertaking of the company or that subsidiary.
POWER TO RECEIVE UNCALLED MONEYS
The board may, if it thinks fit, receive from any member willing to advance the same all
or any part of the moneys uncalled and remaining unpaid on any shares held by him.
DELEGATION OF THE BOARD’S POWERS
The board may delegate any of its powers to any committee consisting of one or more
directors with power to sub-delegate. It may also delegate to any managing director or
any director holding any other executive office such of its powers as it considers
desirable to be exercised by him. Any such delegation may be made subject to any
conditions the board may impose, and either collaterally with or to the exclusion of its
own powers and may be revoked or altered. Subject to any such conditions, the
proceedings of a committee with two or more members shall be governed by the articles
regulating the proceedings of the board so far as they are capable of applying.
REMUNERATION OF DIRECTORS
DIRECTORS’ FEES
Subject to the articles, each of the directors shall be paid a fee at such rate as may from !
time to time be determined by the board provided that the aggregate of all fees so paid
to directors (excluding amounts payable under any other provision of these articles)
shall not exceed £300,000 per annum or such higher amount as may from time to time
be decided by ordinary resolution of the company.
ADDITIONAL REMUNERATION
87.
88.
24
Subject to the articles, any director who performs services which in the opinion of the
board or any committee authorised by the board go beyond the ordinary duties of a
director may be paid such extra remuneration (whether by way of salary, commission,
participation in profits or otherwise) as the board or any committee authorised by the
board may in its discretion decide in addition to any remuneration provided for by or
pursuant to any other article.
DIRECTORS’ EXPENSES
The directors may be paid all travelling, hotel, and other expenses properly incurred by
them in connection with their attendance at board meetings or committees of directors
or general meetings or separate meetings of the holders of any class of shares or of
debentures of the company or otherwise in connection with the discharge of their duties.
DIRECTORS’ APPOINTMENTS AND INTERESTS.
MANAGING DIRECTOR AND EXECUTIVE OFFICE
Subject to the provisions of the Act and the articles, the directors may appoint one or
more of their number to the office of managing director or to any other executive office
under the company and may enter into an agreement or arrangement with any director
for his employment by the company or for the provision by him of any services outside
the scope of the ordinary duties of a director. Any such appointment, agreement or
arrangement may be made upon such terms as the directors determine and they may
remunerate any such director for his services as they think fit. Any appointment of a
director to an executive office shall terminate if he ceases to be a director but without
prejudice to any claim to damages for breach of the contract of service between the
director and the company.
CONFLICTS OF INTEREST REQUIRING BOARD AUTHORISATION
(A) The board may, subject to the quorum and voting requirements set out in this
article, authorise any matter which would otherwise involve a director breaching
his duty under the Act to avoid conflicts of interest (“a Conflict”).
(B) Adirector seeking authorisation in respect of a Conflict shall declare to the
board the nature and extent of his interest in that Conflict as soon as is
reasonably practicable. The director shall provide the board with such details of
the relevant matter as are necessary for the board to decide how to address the
Conflict together with such additional information as may be requested by the
board.
(C) Any director (including the relevant director) may propose that the relevant
director be authorised in relation to any matter the subject of a Conflict. Such
proposal and any authority given by the board shall be effected in the same way
that any other matter may be proposed to and resolved upon by the board
under the provisions of these articles save that:
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(ii)
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the relevant director and any other director with a similar interest shall
not count towards the quorum nor vote on any resolution giving such
authority; and
the relevant director and any other director with a similar interest may, if
the other members of the board so decide, be excluded from any board
meeting while the Conflict is under consideration.
Where the board gives authority in relation to a Conflict:
(i)
(ii)
(iii)
(iv)
(vy)
the board may (whether at the time of giving the authority or
subsequently) (a) require that the relevant director is excluded from the
receipt of information, the participation in discussion and/or the making
of decisions (whether at meetings of the board or otherwise) related to
the Conflict; and (b) impose upon the relevant director such other terms
for the purpose of dealing with the Conflict as it may determine;
the relevant director will be obliged to conduct himself in accordance
with any terms imposed by the board in relation to the Conflict;
the board may provide that where the relevant director obtains
(otherwise than through his position as a director of the company)
information that is confidential to a third party, the director will not be
obliged to disclose that information to the company, or to use or apply
the information in relation to the company’s affairs, where to do so
would amount to a breach of that confidence;
the terms of the authority shall be recorded in writing (but the authority
shall be effective whether or not the terms are so recorded); and
the board may revoke or vary such authority at any time but this will not
affect anything done by the relevant director prior to such revocation in
accordance with the terms of such authority.
90. OTHER CONFLICTS OF INTEREST
(A)
(B)
If a director is in any way directly or indirectly interested in a proposed contract
with the company or a contract that has been entered into by the company, he
must declare the nature and extent of that interest to the directors in
accordance with the Act.
Provided he has declared his interest in accordance with Article 90 (A) a
director may:
)
be party to, or otherwise interested in, any contract with the company or
in which the company has a direct or indirect interest;
91.
92.
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(ii) hold any other office or place of profit with the company (except that of
auditor) in conjunction with his office of director for such period and
upon such terms, including as to remuneration, as the board may
decide;
(iii) act by himself or through a firm with which he is associated in a
professional capacity for the company or any other company in which
the company may be interested (otherwise than as auditor);
(iv) be or become a director or other officer of, or employed by or otherwise
be interested in any holding company or subsidiary company of the
company or any other company in which the company may be
interested; and
(v) be or become a director of any other company in which the company
does not have an interest and which cannot reasonably be regarded as
giving rise to a conflict of interest at the time of his appointment as a
director of that other company.
(C) Adirector shall not, by reason of his office or of the fiduciary relationship
thereby established be liable to account to the company for any remuneration,
profit or other benefit realised by reason of his having any type of interest
authorised under Article 89(A) or permitted under Article 90(B) and no contract
shall be fiable to be avoided on the grounds of a director having any type of
interest authorised under Article 89(A) or permitted under Article 90(B).
DIRECTORS’ GRATUITIES AND PENSIONS
DIRECTORS’ GRATUITIES AND PENSIONS
Subject to the articles, the board may exercise all the powers of the company to provide
benefits, either by the payment of gratuities or pensions or by insurance or in any other
manner whether similar to the foregoing or not, for any director or former director or the
relations, connections or dependants of any director or former director who holds or has
held any executive office or employment with the company or with any body corporate
which is or has been a subsidiary of the company or with a predecessor in business of
the company or of any such body corporate and may contribute to any fund and pay
premiums for the purchase or provision of any such benefit. No director or former
director shall be accountable to the company or the members for any benefit provided
pursuant to this article and the receipt of any such benefit shail not disqualify any
person from being or becoming a director of the company.
PROCEEDINGS OF DIRECTORS
BOARD MEETINGS
93.
95,
96.
97,
27
Subject to the provisions of the articles, the board may regulate its proceedings as it
thinks fit. A director may, and the secretary at the request of a director shall, call a
meeting of the board.
NOTICE
Notice of a meeting of the board shall be deemed to be properly given to a director if it
is given to him personally or by word of mouth or sent in writing to him at his last known,
address or any other address given by him to the company for this purpose, or by any
other means authorised in writing by the director concerned. Notice shall be given in this
manner to all directors including any director who is for the time being absent from the
United Kingdom. A director may waive notice of any meeting either prospectively or
retrospectively.
VOTING
Questions arising at a meeting shall be decided by a majority of votes. In the case of an
equality of votes, the chairman shall have a second or casting vote. A director who is
also an alternate director shall be entitled in the absence of his appointor to a separate
vote on behalf of his appointor in addition to his own vote.
QUORUM
The quorum for the transaction of the business of the board may be fixed by the board
and unless so fixed at any other number shall be two. A person who holds office only as
an alternate director shall, if his appointor is not present, be counted in the quorum.
DIRECTORS BELOW MINIMUM THROUGH VACANCIES
The continuing directors or a sole continuing director may act notwithstanding any
vacancies in their number, but, if the number of directors is less than the number fixed
as the quorum, the continuing directors or director may act only for the purpose of filling
vacancies or of calling a general meeting.
CHAIRMAN
The chairman shall be the person appointed pursuant to article 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 is unwilling to do
so, the chairman shall preside at every meeting of the board at which he is present. But
if there is no director holding that office, or if the director holding it is unwilling to preside
or if the chairman is 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.
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98.
100.
101.
28 1
VALIDITY OF ACTS OF BOARD OR COMMITTEE
All acts done by the board, or by a committee of directors, or by a person acting as a
director or member of a committee shall, notwithstanding that it be afterwards
discovered that there was a defect in the appointment of any director or member of a
committee or person so acting or that any of them were disqualified from holding office,
or had vacated office, or were not entitled to vote, be as valid as if every such person
had been duly appointed and was qualified and had continued to be a director or
member of the committee and had been entitled to vote.
RESOLUTION IN WRITING
Aresolution in writing signed by all the directors entitled to receive notice of a meeting
of the board (if that number is sufficient to constitute a quorum) or by all the members of
a committee of directors shall be as valid and effectual as if it had been passed at a
board meeting or (as the case may be) a committee of directors duly convened and held
and may consist of several documents in the like form each signed by one or more
directors; but a resolution signed by an alternate director need not also be signed by his
appointor and, if it is signed by a director who has appointed an alternate director, it
need not be signed by the alternate director in that capacity.
PARTICIPATION IN BOARD MEETINGS BY TELEPHONE
All or any of the members of the board or any committee of the board may participate in
a board meeting or that committee by means of a conference telephone or any
communication equipment which allows all persons participating in the meeting to hear
each other. Aperson so participating shall be deemed to be present in person at the
meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a
meeting shall be deemed to take place where the largest group of those participating is
assembled, or, if there is no such group, where the chairman of the meeting then is.
PERMITTED INTERESTS AND VOTING
(A) Save as otherwise provided by the articles, a director shall not vote at a meeting
of the board or of a committee of directors on any resolution concerning a
matter in which he has, directly or indirectly, an interest or duty unless that
interest or duty cannot reasonably regarded as likely to give rise to a conflict of
interest or his interest or duty arises only because the case falls within one or
more of the following paragraphs -
the resolution relates to the giving to him of a guarantee, security, or
indemnity in respect of money lent to, or an obligation incurred by him
for the benefit of, the company or any of its subsidiaries; and/or
the resolution relates to the giving to a third party of a guarantee,
security, or indemnity in respect of an obligation of the company or any
102.
{B)
(Cc)
(0)
(E)
29
of its subsidiaries for which the director has assumed responsibility in
whole or part and whether alone or jointly with others under a guarantee
or indemnity or by the giving of security; and/or
his interest arises by virtue of his subscribing or agreeing to subscribe
for any shares, debentures or other securities of the company or any of
its subsidiaries, or by virtue of his being, or intending to become, a
participant in the underwriting or sub underwriting of an offer of any
such shares, debentures, or other securities by the company or any of
its subsidiaries for subscription, purchase or exchange; and/or
the resolution relates in any way to a retirement benefits scheme which
has been approved, or is conditional upon approval, by the Board of
Inland Revenue for taxation purposes.
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, 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.
Adirector shall not be counted in the quorum present at a meeting in relation to
a resolution on which he is not entitled to vote.
The company may by ordinary resolution suspend or relax to any extent, either
generally or in respect of any particular matter, any provision of the articles
prohibiting a director from voting at a meeting of the board or of a committee of
directors.
Where proposals are under consideration concerning the appointment of two or
more directors to offices or employments with the company or any body
corporate in which the company is interested the proposals may be divided and
considered in relation to each director separately and (provided he is not for
another reason precluded from voting) each of the directors concerned shail be
entitled to vote and be counted in the quorum in respect of each resolution
except that concerning his own appointment.
If a question arises at a meeting of the board or of a committee of directors as
to the right of a director to vote, the question may, before the conclusion of the
meeting, be referred to the chairman of the meeting and his ruling in relation to
any director other than himself shall be final and conclusive.
SECRETARY
APPOINTMENT AND REMOVAL OF COMPANY SECRETARY
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103.
104,
105.
106.
30
Subject to the provisions of the Act, the secretary shall be appointed by the directors for
such term, at such remuneration and upon such conditions as they may think fit; and
any secretary so appointed may be removed by them.
MINUTES
KEEPING OF MINUTES
The directors shall cause minutes to be made in books kept for the purpose -
(A) of all appointments of officers made by the directors; and
(B) of all proceedings at meetings of the company, of the holders of any class of
shares in the company, and of the board, and of committees of directors,
including the names of the directors present at each such meeting.
THE SEAL
USE OF SEALS
The seal shall only be used by the authority of the board or of a committee of directors
authorised by the board. The board may determine who shall sign any instrument to
which the seal is affixed and unless otherwise so determined it shall be signed by a
director and by the secretary or by a second director.
DIVIDENDS
DECLARATION OF DIVIDENDS
Subject to the provisions of the Act and the articles, the company may by ordinary
resolution declare dividends in accordance with the respective rights of the members,
but no dividend shall exceed the amount recommended by the board.
DECLARATION OF DIVIDENDS UNDER SECTION 72 OF THE POSTAL SERVICES
ACT
Subject to the provisions of the Act, the Parent shall be entitled at any time to require (i)
the company to procure that any of the members of the group declare and pay a
dividend and/or (ii) the directors to declare and pay a dividend in accordance with the
respective rights 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 in 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 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
appropriate, shall procure that they are done) (including if so required by the Parent
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107.
108.
109.
110.
34
making application to the court to effect any reductions of share capital, share premium
account or capital redemption reserve) as soon as is reasonably practicable, and in any
event (save where any such reduction of capital, share premium account or capital
redemption reserve has been applied for), the company shall pay any dividend required
in accordance with (ii) above within 20 days of the Parent notifying the requirement that
it be paid.
PAYMENT OF INTERIM AND FIXED DIVIDENDS BY BOARD
Subject to the provisions of the Act and the articles, the board may pay interim
dividends if it appears to it that they are justified by the profits of the company available
for distribution. If the share capital is divided into different classes, the board may pay
interim dividends on shares which confer deferred or non preferred rights with regard to
dividend as well as on shares which confer preferential rights with regard to dividend,
but no interim dividend shall be paid on shares carrying deferred or non preferred rights
if, at the time of payment, any preferential dividend is in arrear. The board may also pay
at intervals settled by them any dividend payable at a fixed rate if it appears to them that
the profits available for distribution justify the payment. Provided the directors act in
good faith they shall not incur any liability to the holders of shares conferring preferred
rights for any loss they may suffer by the lawful payment of an interim di
shares having deferred or non preferred rights.
CALCULATION OF DIVIDENDS
Except as otherwise provided by the rights attached to shares, all dividends shall be
declared and paid according to the amounts paid up on the shares on which the
dividend is paid. All dividends shall be apportioned and paid proportionately to the
amounts paid up on the shares during any portion or portions of the period in respect of
which the dividend is paid; but, if any share is issued on terms provided that it shall rank
for dividend as from a particular date, that share shall rank for dividend accordingly.
DIVIDENDS NOT IN CASH
Ageneral meeting declaring a dividend may, upon the recommendation of the board,
direct that it shall be satisfied wholly or partly by the distribution of assets and, where
any difficulty arises in regard to the distribution, the board may settle the same and in
particular may issue fractional certificates and fix the value for distribution of any assets
and may determine that cash shall be paid to any member upon the footing of the value
so fixed in order to adjust the rights of members and may vest any assets in trustees.
PAYMENT OF DIVIDENDS
Any dividend or other moneys payable in respect of a share may be paid by cheque
sent by post to the registered address of the person entitled or, if two or more persons
are the holders of the share or are jointly entitled to it by reason of the death or
bankruptcy of the holder, to the registered address of that one of those persons who is
first named in the register of members or to such person and to such address as the
person or persons entitled may in writing direct. Every cheque shall be made payable
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141.
112.
113.
114.
32
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.
NO INTEREST ON DIVIDENDS
No dividend or other moneys payable in respect of a share shall bear interest against
the company unless otherwise provided by the rights attached to the share.
AMOUNTS DUE ON SHARES MAY BE DEDUCTED FROM DIVIDENDS
The board may deduct from any dividend or other moneys payable to a member by the
company on or in respect of any shares all sums of money (if any) presently payable by
him to the company on account of calls or otherwise in respect of shares of the
company.
FORFEITURE OF UNCLAIMED DIVIDENDS
Any dividend which has remained unclaimed for twelve years from the date when it
became due for payment shall, if the directors so resolve, be forfeited and cease to
remain owing by the company.
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
accordance with article 11) keep government securities of a value at least equal
to the amount allocated or re-allocated to the reserve in compliance with the
section 72 direction (together with interest accruing from time to time on such
government securities) deposited to be held against and back such reserve;
and
(C) within 3 business days of the latest date specified in the section 72 direction
pursuant to section 72(2) of the Postal Services Act confirm in writing to the
Parent that:
(a) it has duly complied with the terms of the section 72 direction;
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115.
116.
117.
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(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.
ACCOUNTS
RECORDS TO BE KEPT
The board shall cause to be kept accounting records sufficient to show and explain the
company's transactions, and such as to disclose with reasonable accuracy at any time
the financial position of the company at that time, and which accord with the Act.
INSPECTION OF RECORDS
No member shall (as such) have any right of inspecting any accounting records or other
book or document of the company except as conferred by statute or authorised by the
board or by ordinary resolution of the company.
CAPITALISATION OF PROFITS.
POWER TO CAPITALISE RESERVES AND FUNDS
The board may with the authority of an ordinary resolution of the company -
(A) subject as hereinafter provided, resolve to capitalise any undivided profits of the
company not required for paying any preferential dividend (whether or not they
are available for distribution) or any 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 it were distributed by way of dividend and in the same
proportions and apply such sum on their behalf either in or towards paying up
the amounts, if any, for the time being unpaid on any shares held by them
respectively, or in paying up in full unissued shares or debentures of the
company of a nominal amount equal to that sum, and allot the shares or
debentures credited as fully paid to those members, or as they may direct, in
those proportions, or partly in one way and partly in the other; but the share
premium account, the capital redemption reserve, and any profits which are not
available for distribution may, for the purposes of this article, only be applied in
paying up unissued shares to be allotted to members credited as fully paid;
(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;
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(D) make such provision by the issue of fractional certificates or by payment in cash
or otherwise as they determine in the case of shares or debentures becoming
distributable under this article in fractions; and
(E) authorise any person to enter on behalf of all the members concerned into an
agreement with the company providing for the allotment to them respectively,
credited as fully paid, of any shares or debentures to which they are entitled
upon such capitalisation, any agreement made under such authority being
binding on all such members.
RECORD DATES
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 distribution, allotment or
issue made, and that date may be before, on or after the date on which the dividend,
distribution, allotment or issue is declared, paid or made. Where such a record date is
fixed, references in these articles to a holder of shares or member to whom a dividend
is to be paid or a distribution, allotment or issue is to be made shall be construed
accordingly.
NOTICES
119. NOTICES IN WRITING
Any notice to be given to or by any person pursuant to the articles shall be in writing
except that a notice calling a meeting of the board need not be in writing.
120. SERVICE OF NOTICES
Subject to the articles, the company may give any notice to a member either personally
or by sending it by post in a prepaid envelope addressed to the member at his
registered address or by leaving it at that address. In the case of joint holders of a
share, all notices shall be given to the joint holder whose name stands first in the
register of members in respect of the joint holding and notice so given shall be sufficient
notice to all the joint holders. A member whose registered address is not within the
United Kingdom and who gives to the company an address within the United Kingdom
at which notices may be given to him shall be entitled to have notices given to him at
that address, but otherwise no such member shall be entitled to receive any notice from
the company.
121. DEEMED RECEIPT OF NOTICE BY MEMBERS PRESENT AT MEETING
Amember present, either in person or by proxy, at any meeting of the company or of the
holders of any class of shares in the company shall be deemed to have received notice
of the meeting and, where requisite, of the purposes for which it was called.
122.
123.
125.
126.
35
SHAREHOLDERS BOUND BY NOTICE
Every person who becomes entitled to a share shall be bound by any notice in respect
of that share which, before his name is entered in the register of members, has been
duly given to a person from whom he derives his title.
TIME OF SERVICE
Any notice or other document, if sent by the company by post, shall be deemed to have
been served or delivered twenty four hours after posting and, in proving such service or
delivery, it shall be sufficient to prove that the notice or document was properly
addressed, stamped and put in the post. Subject to the articles, any notice or other
document left by the company at a registered address otherwise than by post, or sent
by fax or telex or other instantaneous means of transmission, shall be deemed to have
been served or delivered when it was so left or sent.
SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION
Anotice may be given by the company to the persons entitled to a share in
consequence of the death or bankruptcy of a member by sending or delivering it, in any
manner authorised by the articles for the giving of notice to a member, addressed to
them by name, or by the title of representatives of the deceased, or trustee of the
bankrupt or by any like description at the address, if any, within the United Kingdom
supplied for that purpose by the persons claiming to be so entitled. Until such an
address has been supplied, a notice may be given in any manner in which it might have
been given if the death or bankruptcy had not occurred.
WINDING UP
DISTRIBUTION OF ASSETS OTHERWISE THAN IN CASH.
if the company is wound up, the liquidator may, with the sanction of an extraordinary
resolution of the company and any other sanction required by the Act, divide among the
members in specie the whole or any part of the assets of the company and may, for that
purpose, value any assets and determine how the division shall be carried out as
between the members or different classes of members. The liquidator may, with the like
sanction, vest the whole or any part of the assets in trustees upon such trusts for the
benefit of the members as he with the like sanction determines, but no member shall be
compelled to accept any assets upon which there is a liability.
INDEMNITY
INDEMNITY OF OFFICERS
Subject to the provisions of the Act, the company may indemnify any director or other
officer against any liability and may purchase and maintain for any director or other
officer insurance against any liability. Subject to those provisions, but without prejudice
to any indemnity to which the person concerned may otherwise be entitled, every
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director or other officer of the company shall be indemnified out of the assets of the
company against any liability incurred by him as a director or other officer of the
company, in defending any proceedings (whether civil or criminal) in which judgment is
given in his favour or he is acquitted or in connection with any application under the Act
in which relief is granted to him by the court.
For the purposes of this article no person appointed or employed by the company as an
auditor is an officer of the company.
PROVISIONS RELATING TO ARTICLES 11, 106 AND 114
ARTICLES SUBJECT TO RELEVANT LAW
(A)
(B)
(C)
(D)
Nothing contained in articles 11, 106 or 114 shall have effect so as to require
the company or any of the directors to (i) take any action; (ii) omit to take any
action; or (iii) procure that any subsidiary of the company takes or omits to take
any action which action or omission would, in the reasonable opinion of the
board of the company or of such subsidiary, give rise to criminal or civil liability
on the part of the company, such subsidiary or any of the directors of the
company or such subsidiary, or any liability on any of the aforesaid for breach of
any statutory or common law duty or requirement (for the purposes of this
article 127, a "relevant breach”).
If a relevant breach is capable of ratification by the shareholders of the company
or subsidiary concerned, and such ratification would have the effect of removing
or avoiding the consequences of the relevant breach (insofar as such
consequences affect or would affect the company or subsidiary or any of their
respective directors), then subject to the shareholders concerned providing a
written undertaking to the company or subsidiary, as the case may be, that the I
requisite ratification will be provided, the action or omission which would (but for I
ratification), have given rise to the relevant breach shall be effected or, as the I
case may be, procured by the company as though this article 127 did not apply I
in relation thereto.
For the purposes of this article 127, the “reasonable opinion of the board” in
relation to a matter shall mean the reasonable opinion of the board of directors
of the company or subsidiary concerned, having (i) as soon as is reasonably
practicable taken and having had due regard to appropriate legal and/or
financial advice, (ii) 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 (iii) 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.
If in 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
{E)
(F)
37
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, its directors and the Parent, the
company shall (i) obtain such advice and (ii) (subject to article 127(A)) not take
any decision or action in relation to the relevant matter, until such advice shail
have been obtained and the board shall have consulted the Parent in relation
thereto.
Where pursuant to this article 127 any advice is required to be delivered to the
Parent or any consultation or approval is 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.
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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