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LISUTHO.
POST OFFICE LIMITED
(the “Company”}
Written Resolutions of the sole Member of the Company
Circulation date: 2nd April 2012
Pursuant to Chapter 2 of Part 13 of the Companies Act 2006, the Directors of the Company propose that
the following resolutions are passed (the “Resolutions") Resolutions 1 and 2 are proposed as ordinary
resolutions Resolutrons 3 and 4 are proposed as special resolutions
ORDINARY RESOLUTION
1 THAT the Directors be and are hereby generally and unconditionally authorised pursuant to and in
accordance with Section 551 of the Companies Act 2006 (the “2006 Act”) to exercise all the
powers of the Company to allot shares or grant nights to subscribe for or to convert any security
into shares up to a nominal amount of £1 00, such authority to apply in substitution for all previous
authorities pursuant to Section 80 of the Companies Act 1985 and to expire on the fifth
anniversary of the date hereof but so that the Company may make offers and enter into
agreements during the relevant period which would, or might, require shares to be allotted or
rights to subscribe for or to convert any security into shares to be granted after the authority ends
SPECIAL RESOLUTIONS
2 THAT
() the Articles of Association of the Company be and are hereby amended by deleting all the
provisions of the Company's Memorandum of Association which, by virtue of Section 28 of
the Companies Act 2006, are to be treated as provisions of the Company's Articles of
Association, and
(u) the attached Articles of Association be and are hereby approved and adopted as the
Articles of Association of the Company in substitution for, and to the exclusion of, the
existing Articles of Association
3 THAT, subject to the passing of Resolution 1 above, the Directors be and are hereby empowered
to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash pursuant to
the authority given by Resolution 1 above as if Section 561(1) of the 2006 Act did not apply to any
such allotment, such power to expire on the fifth anniversary of the date hereof, but so that the
Company may make offers and enter into agreements during this period which would, or might,
require equtty securities to be allotted after the power ends
AGREEMENT
Please read the notes at the end of thts document before signifying your agreement to the Resolutions
The undersigned, being a person entitled to vote on the Resolutions on 2™ Apni 2012 hereby irrevocably
agrees to all of the Resolutions hPa!
Signed by ROYAL MAIL HOLDINGS PLC
Date
SATURDAY
IVD
07/04/2012
COMPANIES HOUSE
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NOTES:
1 {f you agree with the Resolutions please indicate your agreement by signing and dating this
document where indicated above and returning it to the Company by hand or by post
2 If you do not agree to the Resolutions, you do not need to do anything. you will not be deemed to
agree if you fail to reply
3 Once you have indicated your agreement to the Resolutions, you may not revoke your
agreement
4 Unless, by midnight on 3" May 2012 sufficient agreement has been received for the Resolutions
to pass, they will lapse If you agree to the Resolutions, please ensure that your agreement
reaches us before this time
Resolution 1 was passed as an ordinary resolution on 2 April 2012
Resolution 2 was passed as an ordinary resolution on 2 April 2012
Resolution 3 was passed as a special resolution on 2™ April 2012
In each case, the signatory being the sole member of the Company
Secretary
Company No 2154540
THE COMPANIES ACT 2006
A PRIVATE COMPANY LIMITED BY SHARES
NEW
ARTICLES OF ASSOCIATION
of
Post Office Limited
(adopted by a written resolution passed on 2™ April 2012)
Registered office
148 Old Street
London
ECiV 9HQ
A14672385/0 32/20 Mar 2012
LUMPANIES HUUSE
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Company No 2154540
ARTICLES OF ASSOCIATION
of
Post Office Limited
(adopted by a written resolution passed on 2" April 2012)
INTERPRETATION
EXCLUSION OF MODEL ARTICLES
No regulations set out in any statute, or in any statutory instrument or other subordinate
legislation made under any statute concerning companies shall apply as the regulations
or articles of the company
DEFINITIONS
In these articles unless the context otherwise requires -
“the Act" means the Companies Act 2006 (including any orders, regulations or other
subordinate legislation made under it) to the extent from time to time in force,
“the articles” means these articles of association of the company as altered from time
to time by special resolution and the expression “this article” 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 ts present,
“business day" means any day which Is not a Saturday or Sunday or a public holiday,
“clear days” in relation to the period of a notice, means that pertod 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 1s to take effect,
“Enlarged Group” means the company, tts ultimate parent company and alt
subsidiaries of such ultimate parent company,
“executed" includes any mode of execution,
"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,
“network subsidiary” means any subsidiary of Royal Mail Holdings pic (other than a
universal postal service provider) which is, or any of whose wholly owned subsidiaries
Is, engaged tn the provision of a network of places from which postal services and/or
services provided under arrangements between a UK government department and that
subsidiary or any of its wholly owned subsidiaries, are provided directly to the public,
“office” means the registered office of the company,
“Parent” means the parent undertaking of the company (as defined in Section 1162 of
the Companies Act 2006),
“Primary Territories” means all those countries or parts of the world being members of
the Organisation for Economic Co-operation and Development, and (whether or not the
same are or become members of the said organisation) each of the Isle of Man, the
Channel Islands and Gibraltar, together with such other territories as shall be agreed in
writing between the Special Shareholder and the company,
“public holiday” has the meaning given to that term in the Postal Services Act 2000,
“the register” means the register of members of the company,
“Relevant Decision” has the meaning given to that term in article 13(A),
“Relevant Issue” has the meaning given to that term in article 13(D),
“relevant transaction” means any actual or proposed acquisition, sale or other
disposition (whether by security or otherwise) or parting with or sharing of ownership
(including, without limitation, by partnership, joint venture or otherwise) of any assets,
rights or property whatsoever by any member of the group, other than
(a) any transaction in the ordinary course of business or otherwise of a
revenue nature (including without limitation the taking of assets on lease
or hire purchase),
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(b) any transaction between the company and any other member of the
Enlarged Group or between members of the Enlarged Group, and
(c) any transaction approved in any Strategic Plan,
“RMG Special Share” means the share defined from time to time as the “Special
Share" in the articles of association of Royal Mail Group Limited,
“RMH Special Share” means the share defined from time to time as the “Spectal
Share” In the articles of association of Royal Mail Holdings plc,
“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,
“Secretary of State” means one of Her Majesty's Secretaries of State,
“share rights” has the meaning given to such term in section 15 of the Postal Services
Act 2011,
“shares" shall be interpreted in accordance with section 15 of the Postal Services Act
2011,
“Special Share" means the one special rights redeemable preference share of £1 00 in
the capita! of the company,
“Special Shareholder” means the holder of the Special Share,
“Strategic Plan" means the strategic plan relating to the operation and overall strategic
direction of the group described in article 72,
"Trade Mark” means the registered trade mark "The Post Office” anywhere in the
world,
“the United Kingdom" means Great Britain and Northern Ireland,
“universal postal service provider” means any subsidiary of Royal Mail Holdings plc
designated as the universal service provider under section 35 of the Postal Services Act j
2011, and i
“wholly owned by the Crown” shall be interpreted in accordance with Part 1 of the
Postal Services Act 2011
Unless the context otherwise requires, words or expressions contained in these articles
bear the same meaning as :n the Act but exclude any statutory modification thereof not
in force when these articles become binding on the company Subject to the foregoing
sentence, references to any provision of any enactment or any subordinate legislation
(as defined by section 21(1) of the Interpretation Act 1978) include any modification or
re-enactment of that provision for the time being in force
References to “writing” include references to any method of representing or
reproducing words in a legible and non-transitory form, whether in electronic form or
otherwise
References in articles 82, 83 and 94 to (1) a contract include references to any proposed
contract and to any transaction or arrangement or proposed transaction or arrangement
whether or not constituting a contract, and (1) a conflict of interest include a conflict of
interest and duty and a conflict of duties
Headings are included only for convenience and shalt 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
FORM OF RESOLUTION
FORM OF RESOLUTION
Aresolution in writing executed by or on behalf of each member who would have been
entitted 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
LIMITED LIABILITY
LIMITED LIABILITY
The liability of members of the company ts limited to the amount, if any, unpaid on the
shares in the company held by them
SHARE CAPITAL
RIGHTS ATTACHED TO SHARES
Subject to the provisions of the Act and to any rights conferred on the holders of any
other shares, any share may be issued with or have attached to tt 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.
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10.
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REDEEMABLE SHARES
Subject to the provisions of the Act, shares may be issued which are to be redeemed or
are to be liable to be redeemed at the option of the company or the holder
PAYMENT OF COMMISSION
The company may exercise the powers of paying commissions conferred by the Act
Subject to the provisions of the Act, any such commission may be satisfied by the
payment of cash or by the allotment of fully or partly paid shares or partly in one way
and partly in the other
TRUSTS NOT RECOGNISED
Except as required by law, no person shall be recognised by the company as holding
any share upon any trust and (except as otherwise provided by the articles or by law)
the company shall not be bound by or recognise any interest in any share except an
absolute right to the entirety thereof in the holder
VARIATION OF CLASS RIGHTS
Subject to the provisions of the Act, if at any time the capital of the company is divided
into different classes of shares, the rights attached to any class may be varied, either
while the company 1s a going concern or during or in contemplation of a winding-up
(A) In such manner (if any) as may be provided by those rights, or
(B) in the absence of any such provision, with the consent tn writing of the holders
of three-quarters in nominal value of the issued shares of that class, or with the
sanction of a special resolution passed at a separate general meeting of the
holders of the shares of that class,
but not otherwise The provisions of these articles relating to general meetings shall,
with any necessary modifications, apply to every such separate general meeting, except
that the necessary quorum at any such meeting other than an adjourned meeting shall
be two persons together holding or representing by proxy at least one-third in nominal
value of the issued shares of the class in question and at an adjourned meeting shall be
one person holding shares of the class in question or his proxy
THE SPECIAL SHARE
SPECIAL SHAREHOLDER
(A) The Special Share may only be issued to the Secretary of State and may be
transferred to and held by the Treasury, another Minister of the Crown or any
other duly authorised person (including, without limitation, any nominee) acting
on behalf of the Crown
(B)
(Cc)
(D)
(E)
(F)
(G)
(H)
The Special Shareholder shall be entitied to receive notice of, and to attend and
speak at, any general meeting or any meeting of any other class of
shareholders of the company, but the Special Share shall carry no right to vote
nor any other rights at any such meeting
On a distribution of capital in a winding-up of the company the Special
Shareholder shall be entitled to repayment of the lower of (1) the capital paid up
on the Special Share, and (1!) an amount equal to 24% of the assets available
for distribution to equity holders of the company Any such distribution will be
made in priority to any repayment of capital to any other member In this article
10(C) the term “equity holders” shall have the meaning given by sections 158
and 159 of the Corporation Tax Act 2010 and the “assets available for
distribution to equity holders” shall be determined in the same manner as they
are determined for the purposes of section 166 of the Corporation Tax Act 2010
Save as provided above, the Special Share shall confer no right to a dividend or
any other right to participate in the capital or profits of the company
The Special Shareholder may, subject to the provisions of the Act, require the
company to redeem the Special Share at par (such sum being payable on
redemption) at any time by serving written notice upon the company and
delivering to the company the relevant share certificate The company shall not
be able to redeem the Special Share without the prior consent of the Special
Shareholder
In the event that
() the Special Shareholder shalt give directions to Royal Mail Holdings pic
under section 72 of the Postal Services Act 2000, and
(u) Royal Mail Holdings ple requires the company or any member of the
group to do anything to comply with those directions
then for such time as the company remains wholly-owned by the Crown the
company shall take all steps within its power to do what those directions require
to be done by the company, and exercise such rights as it has over any
subsidiary to procure that such subsidiary does what those directions require to
be done by such subsidiary, within the timeframe so required
The rights attaching to the Special Share set out in these articles shall be
exercisable only for such time as the Special Shareholder beneficially owns, in
addition to the Special Share, the RMH Special Share and the RMG Special
Share For the purpose of this article 10 reference to “rights” includes the right
to withhold consent and the right to withhold approval
The provisions of this article 10 shall be subject to article 116
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11.
11.1
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VARIATION OF SPECIAL SHARE RIGHTS
Matters requiring consent
Notwithstanding any provision in these articles to the contrary (save for article 116 to
which this article 11 shall be subject), each of the following shall be deemed to be a
variation of the rights attaching to the Special Share and accordingly shall occur and be
effective only with the prior written consent of the Special Shareholder
(A)
(B)
(c)
(D)
(E)
(F)
(G)
(H)
(I)
(J)
the alteration or deletion of, or the ratification of any breach of, all or any part of
these articles,
the voluntary winding-up of any member of the group, the passing of a special
resolution to the effect that any member of the group should be wound-up by
the court, the presentation (whether solely or jointly with any other person) of a
petition for the winding-up of any member of the group, or any proposal for any
of the foregoing,
the presentation (whether solely or jointly with any other person) of a petition
applying for the appointment of an administrator of any member of the group, or
any proposal therefor,
the issue or allotment of any shares or granting of any share rights in the
company,
the variation of any rights attached to any shares in the company in so far as
such variation affects the rights attached to the Special Share,
the declaration or payment of any dividend or the making of any distribution by
the company other than in accordance with the Strategic Plan,
any distribution, payment or return to shareholders of the company out of capital
of the company,
the redemption or purchase by the company of any share in itself or the
reduction of the share capital of the company, or any uncalled or unpaid liability
in respect thereof, capital redemption reserve or share premium account of the
company or the passing of any resolution authorising any of the foregoing,
the adoption of any accounting reference date or any material variation of the
accounting practices and policies to be applied in the preparation of the
accounts of any member of the group, if different from the practices or policies
then adopted or applied by other members of the group (other than any
accounting practice or policy required to be adopted by law or required by
generally accepted accounting principles applying in the place of incorporation
of the company or the relevant member of the group),
the
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(a) appointment or removal from office of any director of the company, or
(b) appointment or removal of any person as chief executive of the I
company (whether or not immediately prior to that appointment he was
a director of the company and whether or not immediately after his
removal he continues to be a director of the same), and “chief
executive" shall refer to any person carrying out the general
management functions of a chief executive officer of the company or the
group,
or any change in the prescribed minimum number of directors of the company
or the appointment of any person other than a director of the Parent or the
company as an alternate director of any director of the company,
(K) the adoptton of a Strategic Plan or any material variation or amendment of a
Strategic Plan previously adopted,
(L) save as specifically provided for in the approved Strategic Plan, any substantial
alteration in the nature of the business carried on by the company,
(M) the entry into any relevant transaction under which the company, directly or
indirectly, ceases to own or retain any such interest as It may have in any asset
tn the absence of which the group might reasonably be considered to be unable
to continue to perform the business of the company as provided for in the
Strategic Pian, except in circumstances under which the relevant asset remains.
available for exclusive use by any one or more members of the group for the
remainder of its useful economic life or until it s fully depreciated,
(N) any arrangement whereby the directors of any member of the group shall cease
to determine the general policy of the relevant member of the group and the
scope of the activity and operation of the relevant member of the group or 7
cease to determine all matters involving mayor or unusual decisions material to
the business of the group taken as a whole or otherwise whereby the control of '
the management of the relevant member of the group shall pass from the
directors thereof to any third party or body,
(O) the entry into or implementation of a relevant transaction by any member of the
group which involves or Is likely to involve (either individually or when taken
together with all other related relevant transactions (other than any related
relevant transaction previously approved under this article 11 1(O) entered into
or implemented tn the previous 12 months)) the incurrence of a commitment or
lability, or the payment of a sum, by any member of the group which Is an
amount in excess of £50,000,000,
(P) the entry by any member of the group into any relevant transaction which ts not
on commercial terms and Is not considered by the directors of that member to
be in the interests of that member,
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{Q)
(R)
cS)
10
(\) the sate, assignment, charging, mortgaging or outright disposal by any
member of the group of any Trade Mark in any of the Primary Territories (i) the
granting of an exclusive licence by any member of the group which prevents the
group from using any Trade Mark in any of the Primary Territories (i) the taking
of any action by any member of the group with the intention of yeopardising any
Trade Mark in any of the Primary Territories (iv) the taking of any action by any
member of the group which has the effect of causing any Trade Mark in any of
the Primary Territories to cease to subsist, or (v) the taking of any decision or
action which has the effect of allowing rights in respect of any Trade Mark in any
of the Primary Territories to lapse,
the approval of or agreement to or any material variation or amendment to
(a) the remuneration (including, without limitation, salary, share options,
bonuses, benefits in kind and pension rights) paid or granted by any
member of the group to any director of the company if that director was
appointed by the Special Shareholder or the appointment of that
director was duly consented to or deemed consented to by the Special
Shareholder in accordance with the provisions of article 11 1(J), or
(b) the terms and conditions of employment or engagement by any
member of the group of any of the directors of the company if that
director was appointed by the Special Shareholder or the appointment
of that director was duly consented to or deemed consented to by the
Special Shareholder in accordance with the provisions of article 14 1(J),
(a) the incurring of (or entry into of any commitment to incur) any borrowing
by any member of the group in circumstances where the borrowing
(1) (1) Individually, or
(2) taken together with the aggregate principal amount in
respect of borrowings already incurred in the same
accounting period without approval under this
article11 1(S), or
(3) if part of any series of related borrowings to finance a
single investment, then taken together with the
aggregate principal amount incurred in respect of such
related borrowings
exceeds £75,000,000, or
(it) 1s to be provided from any source other than another member of
the Enlarged Group, the National Loans Fund or the Crown,
save In respect of borrowings which are due from the Secretary
of State, the Bank of England and (other) Monetary Financial
institutions, a Local Authority or a Public Corporation, or
(im)
aa
if taken together with the aggregate principal amount
outstanding of all money borrowed by the group from any
source (excluding amounts borrowed by any member of the
group from any other member of the Enlarged Group, other
than amounts to be taken into account under article
11 1(S)(b)(v) below) exceeds an amount equal to the lesser of
£2,000,000,000 and 2 5 times the aggregate of
(A) the amount paid up on the tssued share capital of the
company, and
(2) the total of the capital and revenue reserves of the
group, including any share premium account, capital
redemption reserve and credit balance on the profit and
loss account, but excluding sums set aside for taxation
and amounts attributable to outside shareholders in
subsidiary undertakings of the company and deducting
any debit balance on the profit and loss account, all as
shown in the then latest audited consolidated balance
sheet and profit and loss account of the group (or if
consolidated financial statements are not prepared, as
would have been shown in such consolidated financial
statements had they been prepared), but adjusted as
may be necessary tn respect of any varation in the paid
up share capital or share premium account or capital
redemption reserve of the company since the date of
that balance sheet and further adjusted as may be
necessary to reflect any change since that date in the
companies comprising the group,
(b) for the purposes of this article 11 1(S), but without prejudice to the
generality of the terms “borrowing” and "borrowed"
0)
(u)
(ui)
amounts borrowed for the purpose of repaying the whole or any
part of any amounts previously borrowed and then outstanding
(including any premium payable on final repayment) and to be
applied for that purpose within six months of the borrowing shall
not, pending such application, be taken into account as money
borrowed,
the principal amount (including any premium payable on final
repayment) of any debt securities issued in whole or in part for
a consideration other than cash shall be taken into account as
money borrowed by the member of the group issuing them,
money borrowed by any member of the group and not owing to
another member of the group shall be taken into account as
money borrowed and money borrowed by any member of the
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(c)
(d)
(vy)
(v)
(wv)
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group and owing to another member of the group shall not be
so taken into account,
borrowings of an undertaking which became a subsidiary
undertaking of the company after the date as at which the latest
audited balance sheet was prepared shall not, pending the date
of the next consolidated audited balance sheet, be taken into
account as money borrowed to the extent that the amount of
those borrowings does not exceed their amount immediately
after such undertaking became a subsidiary undertaking,
amounts outstanding under any arrangement entered into in the
ordinary course of its business by any member of the group for
the leasing or hire purchase of any assets shall not be taken
into account as money borrowed, and
any amounts outstanding under sections 71(2)(b), (c), (d) and
(e) of the Postal Services Act 2000 shall be taken into account
as moneys borrowed
for the purposes of this article 11 1(S) the following phrases shail have
the following meanings
“Local Authority” has the meaning given to it in sections 1(2) and (3) of
the Local Government Act 1999 extended to include any district, island
or regional council in Scotland or any county or district council in
Northern Ireland,
“Public Corporation" means any body within the definition of that
expression in the edition of the "Classification of Accounts Guide Part Ill
— Sector Categories" current at the time that the relevant borrowings
are made, and
“The Bank of England and (other) Monetary Financial Institutions”
means any body within the definition of that expression in the edition of
“Classification of Accounts Guide Part Il! —- Sector Categories" current
at the time that the relevant borrowings are made,
in calculating the aggregate amount of borrowings for the purpose of
this article 11 1(S), money borrowed by any member of the group which
1s denominated or repayable in a currency other than sterling shall be
treated as converted into sterling
()
(n)
at the rate of exchange used for the conversion of that currency
in the latest audited balance sheet of that member, or
if no rate was so used, at the middle-market rate of exchange
prevailing in London at the close of business on the date of that
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13
balance sheet, but if the amount in sterling resulting fram
conversion at that rate would be greater than that resulting from
conversion at the middle-market rate prevailing in London at the
close of business on the business day immediately preceding
the day on which the calculation fatls to be made, the latter rate
shall apply instead,
(e) no debt incurred or security given in respect of money borrowed in
excess of the above limit shall be invalid or ineffectual except in the
case of express notice to the lender or the recipient of the security at
the time when the debt was incurred or security given that the limit
hereby imposed had been or was thereby exceeded, but no lender or
other person dealing with the company shall be concerned to see or
enquire whether such limit is observed,
(T) the appointment or removal of any person as chairman of the company, and
(U) any action taken by the company or the board (including any appointment,
removal or re-designation) which would have the effect that the board ceased to
include directors appointed to the post of Chairman, Chief Executive and
Finance Director (or directors carrying out the general functions denoted by
such posts)
Approval Procedure \
(A) Whenever the company wishes to obtain the Special Shareholder's consent to
any matter set out in article 11 1 (other than article 11 1(S))
i
(a) the company shall give notice to the Special Shareholder, such notice I
to-
I
I
() be tn writing,
(u) be addressed to such persons as the Special Shareholder shall,
from time to time, notify in writing to the company,
(m) be delivered by hand or such other means (which may include
electronic means) to which the Special Shareholder has
provided (and not revoked) its written consent specifically for
the purpose of receiving such notices,
(Iv) clearly state that it is important and requires immediate
attention,
(v) clearly identify itself as a notice served pursuant to this article
11 2(A) and that failure to respond within ten business days will
result in the Special Shareholder being deemed to have given
his consent to the matter in question, and
(B)
{C)
{D)
{E)
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14
(vi) contain or annex such information as can reasonably be
expected to enable the Special Shareholder to consider the
matter being proposed
(b) On or before the date which falls ten business days after the date of
receipt of such notice (the "Initial Expiry Date") the Special
Shareholder shall give written notice to the secretary stating
()) his consent to the matter contained in the notice, or
(n) his refusal to consent to the matter contained in the notice
(providing in reasonable detail and on a confidential basis the
reasons for such refusal), or
(im) that he requires a further ten business days tn which to consider
the matter, commencing on the business day following the Initial
Expiry Date
If on or before the Inttial Expiry Date the Special Shareholder gives written
notice to the company pursuant to article 11 2(A)(b)(m!) the Special Shareholder
Shall, on or before the date which falls ten business days after the Initial Expiry
Date, give a further written notice to the secretary stating
(a) his consent to the matter contained in the notice, or
(b) his refusal to consent to the matter contained in the notice (providing in
reasonable detail and on a confidential basis the reasons for such
refusal)
The Special Shareholder may, at any time, request from the company such
further information as it reasonably requires in order to assist it to consider the
matter being proposed and the company shall deliver such information to the
Special Shareholder as soon as reasonably practicable thereafter
If the company does not receive any notice from the Special Shareholder
pursuant to article 11 2(A)(b) on or before the Initial Expiry Date or pursuant to
article 11 2(B) within the further period referred to therein, the company shall be
entitled to undertake the matter contained in the notice issued by it pursuant to
article 11 2(A)(a) and the consent of the Special Shareholder shall be deemed
irrevocably given to such matter
In favour of any third party dealing with any member of the group a certificate by
any director or the secretary to the effect that the Special Shareholder shall
have been deemed to have given his consent to any matter as a result of the
operation of article 11 2(D) above shail be conclusive and binding as to that
fact
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15
11.3 (A) Whenever the company wishes to obtain the Special Shareholder's consent to
any matter set out in article11 1(S), the company shall give notice to the Special
Shareholder in accordance with articles 11 2(A)(a)(!) to (Iv) and (v1), such notice
to clearly identify itself as a notice served pursuant to this article 11 3 and that
failure to respond within 28 business days will result in the Special Shareholder
being deemed to have given his consent to the matter in question
(B) On or before the date which falls 28 business days after the date of receipt of
such notice (the "Expiry Date") the Special Shareholder shall give written notice
to the secretary stating
(a) his consent to the matter contained in the notice, or
(b) his refusal to consent to the matter contained in the notice (providing in
reasonable detail and on a confidential basis the reasons for such
refusal)
(C) The Special Shareholder may, at any time before the Expiry Date request from
the company such further information as It reasonably requires in order to assist
It to consider the matter being proposed and the company shall deliver such
information to the Special Shareholder as soon as reasonably practicable
thereafter
(D) If the company does not receive any notice from the Special Shareholder
pursuant to article 11 3(B) on or before the Expiry Date the company shall be
entitled to undertake the matter contained tn the notice issued by it pursuant to
article 11 3(A)and the consent of the Special Shareholder shall be deemed
irrevocably given to such matter
(E) In favour of a third party dealing with any member of the group a certificate by
any director or the secretary to the effect that the Special Shareholder shail
have been deemed to have given its consent to any matter as a result of the
operation of article 11 3(D) above shail be conclusive and binding as such
11.4 Delivery of any notice served' upon the Special Shareholder under articles11 2
or 11 3 shall be evidenced by a receipt acknowledging delivery signed and
dated by one of the addressees of the relevant notice and such notice shall be
deemed to have been received on the date on which the receipt acknowledging
delivery of the same Is signed
11.5 The directors of the company will exercise all powers exercisable by the
company in relation to group subsidiaries so as to ensure that no subsidiary
shall take any action which (either alone or when taken together with any other
action) would result in the variation of any of the rights attached to the Special
Share
11.6 The provisions of this article 11 shall be subject to article 116
12.
13.
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INFORMATION
(A)
(B)
Notwithstanding any other provision of these articles, the Special Shareholder
shall be entitled to request such information in relation to the affairs of the group
(or any particular member of the group) as it may consider necessary or
desirable The company shall use its reasonable endeavours to comply
promptly with such requests for information from time to time, but only in so far
as the company has such information within its possession or such information
can reasonably be obtained by it
Notwithstanding any other provision of these articles the company shall, at the
request of the Special Shareholder, procure that such specified or other relevant
directors and senior managers of the company shall meet with the Special
Shareholder (or its representatives) to discuss the affairs of the group (or any
particular member of the group) and the company shail release such directors
or managers from any obligation of confidentiality owed to the company for the
purpose of these discussions
NOTIFICATION
(A)
(8)
(Cc)
(D)
The board shall, prior to taking any final decision on a Relevant Issue (a
"Relevant Decision"), give to the Special Shareholder notice in writing setting
out details of the Relevant Issue and the preliminary decision (if any) reached
by the board in relation thereto
Any notice given pursuant to article 13(A) shail be given not less than ten
business days before the Relevant Decision Is taken unless, as a result of the
urgency of the Relevant Issue, it would, in the opinion of the board, be
materially prejudicial to the company or the group to delay making a decision on
the Relevant Issue, in which case the notice may be given on shorter notice but
not jess than three business days prior to the taking of the Relevant Decision
Any notice provided to the Special Shareholder under article 13(A) shall
(1) be in writing,
(ul) be delivered by hand,
(in) clearly identify that it is important, requires immediate attention, and that
it is a notice served under article 13, and
(tv) contain or annex such information as Is reasonably necessary to enable
the Special Shareholder to consider the Relevant Issue
An issue Is a Relevant Issue if, in the reasonable opinion of the board
() It ts not set out in reasonable detail in an approved Strategic Plan,
14,
15.
17
(u) Its an issue which may have material adverse effect upon the business
or financial prospects of either a universal postal service provider or any
network subsidiary and a corresponding benefit to the other of them,
and
(m) it Is an issue which involves the entry by the company into any
arrangement which falls within either of the following categories,
namely
(a) tt involves or Is likely to involve the incurring of a capital
commitment or liability, or the payment of a capital sum, in each
case by a universal postal service provider or network
subsidiary, of an amount in excess of £20,000,000 (and for this
purpose a series of related transactions in any six month period
shall be aggregated), or
(b) it has or 1s likely to have a net impact on the annual net
revenues after tax of a universal postal service provider or
network subsidiary in excess of £20,000,000 per six months
({E) For the purposes of this article, the board shall procure that any Relevant Issue
1s referred to the board for consideration
SHARE CERTIFICATES
RIGHT TO SHARE CERTIFICATES
Every member, upon becoming the holder of any shares, shall be entitled without
payment to one certificate for all the shares of each class held by him (and, upon
transferring a part of his holding of shares of any class, to a certificate for the balance of
such holding) or several certificates each for one or more of his shares upon payment
for every certificate after the first of such reasonable sum as the board may determine
Every certificate shall be executed under the seal or otherwise in accordance with the
Act or in such other manner as the board may approve and shall specify the number,
class and distinguishing numbers (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
If a share certificate is defaced, worn out, tost or destroyed, it may be renewed on such
terms (if any) as to evidence and indemnity and payment of the expenses reasonably
incurred by the company in investigating evidence as the board may determine but
otherwise free of charge, and (in the case of defacement or wearing out) on delivery up
of the old certificate
LIEN
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17.
18.
19
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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 tn 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 1s presently
payable and 1s 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 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 Itke lien for any moneys not presently payable as existed upon the
shares before the sale) be paid to the person entitled to the shares at the date of the
sale
CALLS ON SHARES AND FORFEITURE
CALLS
Subject to the terms of allotment, the board may make calls upon the members in
respect of any moneys unpaid on their shares (whether in respect of nominal value or
premium) and each member shall (subject to receiving at least fourteen clear days’
notice specifying when and where payment Is to be made) pay to the company as
required by the notice the amount called on his shares Acall may be required to be
paid by instalments A.call may be revoked in whole or part and payment of a call may
be postponed in whole or part as the board may decide A person upon whom a Call ts
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
20.
21.
22
23.
24
25
26.
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LIABILITY OF JOINT HOLDERS
The joint holders of a share shall be jointly and severally ilable to pay all calls in respect
thereof i
tNTEREST DUE ON NON-PAYMENT
If a call remains unpaid after it has become due and payable the person from whom tt Is
due and payable shall pay interest on the amount unpaid from the day it became due
and payable until st 1s paid at the rate fixed by the terms of allotment of the share or in I
the notice of the call or, if no rate ts 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 I
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 tn 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 tt ts due not less than fourteen clear days’ nottce requiring payment
of the amount unpaid together with any interest which may have accrued The notice
shall name the place where payment Is to be made and shall state that if the notice is
not complied with the shares in respect of which the call was made will be liable to be
forfeited
FORFEITURE FOR NON-COMPLIANCE WITH NOTICE
{f 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 pard 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
27.
28.
29
30
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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 recetved 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 ts disposed of shall not be bound to see to the
application of the consideration, if any, nor shall his title to the share be affected by any
irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of
the share
TRANSFER OF SHARES
EXECUTION OF TRANSFER
The instrument of transfer of a share may be in any usual form or in any other form
which the board may approve and shall be executed by or on behalf of the transferor
and, unless the share ts fully paid, by or on behalf of the transferee
RIGHT TO DECLINE REGISTRATION
The board may refuse to register the transfer of a share which ts 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 ts restricted by the Act or
the articles They may also refuse to register a transfer unless -
(A) It ts 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 right of the
transferor to make the transfer,
31
32.
33.
34,
35.
21
(B) itis in respect of only one class of shares, and
(C) itis in favour of not more than four transferees
NO FEE FOR REGISTRATION
No fee shall be charged for the registration of any instrument of transfer or other
document relating to or affecting the title to any share
RETENTION OF INSTRUMENT OF TRANSFER
The company shall be entitled to retain any instrument of transfer which I's 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
lf 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
fiability 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 shail 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 shail not be entitled to attend or vote at any meeting of the
company or at any separate meeting of the holders of any class of shares in the
company, in respect of the share before being registered as the holder of the share,
unless authorised to do so by the board
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36.
37.
38.
39.
40.
22
ALTERATION OF SHARE CAPITAL
SUB-DIVISION
The company may by ordinary resolution sub-divide its shares, or any of them, into
shares of smaller amount provided that none of the shares resulting from the sub-
division may have any right, preference or advantage not attached to the shares
immediately prior to the sub-division
FRACTIONS
Whenever as a result of a consolidation, consolidation and sub-division, or sub-division
of shares any members would become entitled to fractions of a share, the board may
deal with the fractions as it thinks fit, including by aggregating and selling them or by
dealing with them in some other way The board may sell shares representing fractions
to any person (including, subject to the provisions of the Act, the company) and may
authorise some person to execute an instrument of transfer of the shares to, or in
accordance with the directions of, the purchaser The transferee shall not be bound to
see to the application of the purchase money nor shall his title to the shares be affected
by any irregularity in or invalidity of the proceedings in reference to the sale
GENERAL MEETINGS
OMISSION OR NON-RECEIPT OF NOTICE
The accidental omission to give notice of a meeting to, or the non receipt of notice of a
meeting by, any person entitled to receive notice shall not invalidate the proceedings at
that meeting
Amember present in person or by proxy at a meeting shall be deemed to have received
proper notice of that meeting and, where applicable, of the purpose of that meeting
POSTPONEMENT OF GENERAL MEETINGS
If the board, in its absolute discretion, considers that it 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 ts so postponed, notice of the date, time and place of
the postponed meeting shall be given to the members Notice of the business to be
transacted at such postponed meeting shall not be required
PROCEEDINGS AT GENERAL MEETINGS
QUORUM
No business shall 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
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41.
42.
43.
45,
23
quorum If, and for so lang as, the company has only one member, that member or the
proxy for that member or, where that member !s a corporation, its duly authorised
representative shall be a quorum at any general meeting of the company or of the
holders of any class of shares
PROCEDURE IF QUORUM NOT PRESENT
If 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 shail be final as shall be his determination as to whether any matter ts 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, with reasonable cause but without requiring the consent of the
meeting (whether or not it has commenced or a quorum Is present}, adjourn any
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46
47
48.
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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
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 (being an individual) 1s present in person or by proxy or
(being a corporation) is present by a duly authorised representative or by proxy shall
have one vote and on a poll every member shall have one vote for every share of which
he ts the holder For this purpose, where a proxy is given discretion as to how to vote
on a show of hands, this shall be treated as an instruction by the relevant member to
vote in the way in which the proxy elects to exercise that discretion
METHOD OF VOTING
Aresolutton put to the vote of a meeting shall be decided on a show of hands unless
before, or on the declaration of the result of, the show of hands a poll is duly demanded
Subject to the provisions of the Act, a poll may be demanded -
(A) by the chairman, or
(B) by at least two members having the right to vote on the resolution, or
(Cc) by a member or members representing in the aggregate not less than one tenth
of the total voting rights of all the members having the right to vote on the
resolution, or
(D) by a member or members holding shares conferring a right to vote on the
resolution being shares on which an aggregate sum has been paid up equal to
not less than one tenth of the total sum paid up on all the shares conferring that
right,
and a demand by a person as proxy for a member shall be the same as a demand by
the member
49,
50.
51.
52,
53.
54,
25
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 tn 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 ts 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
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 pollis 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 !s duly withdrawn, the meeting shall continue as tf 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 tt 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 shail be determined by the order in which the names of the holders stand
in the register of members
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56
57
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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 mentai disorder
may vote and may exercise any other night conferred by membership in relation to
generat meetings by or through any receiver, curator bonis or other person authorised in
that behalf appointed by that court (and that person may vote by proxy) Written
evidence to the satisfaction of the board of the authority of the person claiming to
exercise the right to vote shall be hand-delivered to the company’s registered office, or
delivered by such other means (which may include electronic means) as the board may
accept, not less than forty eight hours before the time appointed for holding the meeting
or adjourned meeting at which the right to vote 1s 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
(A) If-
() any objection shall be raised to the qualification of any voter, or
(u) any votes have been counted which ought not to have been counted or
which might have been rejected, or
(m) any votes are not counted which ought to have been counted,
the objection or error shall not vitiate the decrsion of the meeting or adjourned
meeting on any resolution unless It 1s raised or pointed out at the meeting or, as
the case may be, the adjourned meeting at which the vote objected to 1s given
or tendered or at which the error occurs Any objection or error shall be referred
to the chairman and shall only vitiate the decision of the meeting on any
resolution if the chairman decides that the same may have affected the decision
of the meeting The decision of the chairman on such matters shall be
conclusive
(B) The company shall not be obliged to ascertain whether a proxy or
representative of a corporation has voted in accordance with a member's
instructions and the failure of a proxy or representative so to do shail not vitiate
the decision of the meeting or adjourned meeting or poll on any resolution
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59.
60.
27
PROXIES
APPOINTMENT OF PROXY
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 !s usual or which the board may
approve)-
“Post Office Limited
IMe, 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 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
IWe, , of :
being a member/members of the above named company, hereby appoint
of , of failing him, of ,as
my/our proxy to vote in my/our name[s]} and on my/our behalf at the general meeting of
the company to be held on 20, and at any adjournment thereof
This form ts to be used in respect of the resolutions mentioned below as follows
Resolution No 1 “for *against
Resolution No 2 *for *against
*Strike out whichever ts not desired
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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 may be
delivered
(F)
(G)
(A)
(I)
in hard copy form at the office (or such other place in the United Kingdom as
may be specified by the company for the receipt of appointments of proxy in
hard copy form) to be received not less than 48 hours (or such shorter time as
the board may determine) before the ttme appointed for holding the meeting or
adjourned meeting at which the person named in the appointment proposes to
vote together with (if required by the board) any authority under which it is made
or a copy of the authority, certified notartally or in accordance with the Powers of
Attorney Act 1971 or in some other manner approved by the board,
by electronic means, to be received at the address specified by the company for
the receipt of appointments of proxy by electronic means not less than 48 hours
(or such shorter time as the board may determine) before the time appointed for
holding the meeting or adjourned meeting at which the person named in the
appointment proposes to vote Any authority pursuant to which such an
appointment is made or a copy of the authority, certified notarially or in
accordance with the Powers of Attorney Act 1971 or in some other manner
approved by the board, must, if required by the board, be received at such
address or at the office (or such other place in the United Kingdom as may be
specified by the company for the receipt of such documents) not tess than 48
hours (or such shorter time as the board may determine) before the time
appointed for holding the meeting or adjourned meeting at which the person
named in the appointment proposes to vote,
in the case of a poll taken more than 48 hours after it was demanded, to be
received as aforesaid not less than 24 hours (or such shorter time as the board
may determine) before the time appointed for the taking of the poll,
In the case of a poll taken following the conclusion of a meeting or adjourned
meeting but not more than 48 hours after it was demanded, to be received as
aforesaid before the end of the meeting at which tt was demanded (or at such
later time as the board may determine),
and an appointment of a proxy which ts not, or in respect of which the authority or copy
thereof is not, received in a manner so permitted shall be invalid When two or more
valtd but differing appointments of a proxy are received in respect of the same share for
use at the same meeting or poll, the one which is last received (regardless of its date or
of the date of Its signature) shall be treated as replacing and revoking the others as
regards that share, if the company Is unable to determine which was last received, none
of them shall be treated as valid in respect of that share The appointment of a proxy
62.
63
64.
29
shall not preclude a member from attending and voting in person at the meeting or poll
concerned The proceedings at a general meeting shall not be invalidated where an
appointment of a proxy in respect of that meeting Is sent in electronic form as provided
In these articles, but it cannot be read by the recipient because of a technical problem
CANCELLATION OF PROXY’S AUTHORITY
A vote given or poll demanded by proxy or by the duly authorised representative of a
corporation shall be valid notwithstanding the previous determination of the authority of
the person voting or demanding a poll unless notice of the determination was received
by the company before the commencement of the meeting or adjourned meeting at
which the vote ts given or the poll demanded or (in the case of a poll taken otherwise
than on the same day as the meeting or adjourned meeting) the time appointed for
taking the poll Such notice of determination shail be received either in hard copy form
by the office or such other place within the United Kingdom as may be specified by the
company in accordance with article 61(A) or in electronic form at the address (if any)
specified by the company in accordance with article 61(B), regardless of whether any
relevant proxy appointment was effected in hard copy form or in electronic form
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 resolution of the board
and willing to act, to be an alternate director and may remove from office an
alternate director so appointed by him
(B) An alternate director shall be entitled to receive notice of all meetings of the
board and of all meetings of committees of the board of which his appointor is a
member, to attend and vote at any such meeting at which the director
appointing him ts 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
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) 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
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65.
66
67.
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(0) 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,
{B) not less than fourteen nor more than thirty-five clear days before the date
appointed for the meeting, notice executed by a member qualified to vote at the
meeting has been given to the company of the intention to propose that person
for appointment or reappointment stating the particulars which would, if he were
sO appointed or reappointed, be required to be included in the company’s
register of directors together with notice executed by that person of his
willingness to be appointed or reappointed, or
(C) 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 Is recommended by the directors for appointment or
reappointment as a director at the meeting or tn 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 shail hold office only untii the next following annual general meeting If not
reappointed at such annual general meeting, he shall vacate office at the conclusion
thereof
68.
69.
3
POSITION OF RETIRING DIRECTORS
Subject as aforesard, 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 tn his place, or if it does not do so, until the end of the meeting, or (if
earlier) when a resolution is passed to appoint someone in his place
DISQUALIFICATION AND REMOVAL OF DIRECTORS
(A) ‘Without prejudice to the provisions of the articles and in addition to any power of
removal conferred by the Act, the company may, by special resolution, remove
any director before the expiry of his period of office and may (subject to these
articles) by ordinary resolution appoint another person who Is willing to act to be
a director in his place
(B) The office of a director shall be vacated if -
(a)
(b)
(c)
(d)
(e)
(f)
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
he becomes bankrupt or makes any arrangement or composition with
his creditors generally, or
he is, or may be, suffering from mental disorder and either -
(1) he is admitted to hospital in pursuance of an application for
admission for treatment under the Mental Health Act 1983 or, in
Scotland, an application for admission under the Mental Health
(Scotland) Act 1960, or
(ul) an order ts 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
he resigns his office by notice to the company,
he Is removed pursuant to article 69(A) or article 70, or
he shall for more than six consecutive months have been absent
without permission of the board from meetings of the board held during
that period and the directors resolve that his office be vacated
If the office of a director is vacated for any reason, he shall cease to be a
member of any committee or sub committee of the board
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70.
71,
72
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APPOINTMENT OF CHAIRMAN AND DIRECTORS
{A) Chairman
The Special Shareholder 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 Special Shareholder
(B) Directors
The Special Shareholder shall be entitled from time to time to appoint and to
remove any person as a director of the company by notice in writing delivered to
the company and signed on behalf of the Special Shareholder The chairman
shall be required to consult with and obtain the approval of the Special
Shareholder in relation to the appointment and the removal of any person as a
director
POWERS OF THE BOARD
GENERAL POWERS OF COMPANY VESTED IN THE BOARD
Subject to the provisions of the Act, these articles and to any directions given by the
company by special resolution (including without limitation article 11 1), the business of
the company shall be managed by the board who may exercise all the powers of the
company No alteration of these articles and no such special resolution shall invalidate
any prior act of the board which would have been valid if that alteration had not been
made or that resolution had not been passed The powers given by this article shall not
be limited by any special power given to the board by the articles
STRATEGIC PLAN
(A) Preparation and approval of Strategic Plan
No later than 31 December each year (or such other time as the Special
Shareholder may from time to time agree with the board) the board shall submit
to the Special Shareholder a draft Strategic Plan in relation to the group for the
following five financial years, complying with the principles set out in article
72(C) below
(B) Consultation with the Special Shareholder
(a) Further information
Within 10 business days (or such other time as the Special Shareholder may
from time to time agree with the board) following receipt by the Special
Shareholder of the draft Strategic Plan pursuant to article 72(A) above, the
Special Shareholder shall be entitled to request such further information as may
reasonably be necessary in order for it to reach an informed view as to the
(c)
33
content, reasonableness and prudence of the draft Strategic Plan The board
shall, in so far as it is able to do so, comply with any such request within 10
business days of Its receipt (or such other time as the Special Shareholder may
from time to time agree with the board)
(b) Consultation
Following the receipt by the Special Shareholder of the draft Strategic Plan
pursuant to article 72(A) above, and, as appropriate, any further information
supplied pursuant to article 72(B)(a) above, the Special Shareholder and the
board shail promptly consult upon the content of the plan (such consultation
period to end no later than 20 Business Days (or such other time as the Special
Shareholder may from time to time agree with the board) after receipt by the
Special Shareholder of the draft Strategic Plan and further information provided
pursuant to article 72(B)(a) as the case may be)
(c) Approval
The Special Shareholder shall within 20 Business days (or such other time as
the Special Shareholder may from time to time agree with the board) of the end
of the consultation period referred to in article 72(B){b) above, approve the
Strategic Plan, subject to such qualifications as the Special Shareholder may
determine, or shail inform the board of its reasons for not approving the
Strategic Ptan, in which event the Special Shareholder shall request that the
board prepare a new Strategic Plan to be submitted to the Special Shareholder
within such time as shail be agreed with the Special Shareholder and in respect
of which the provisions of this article 72 shall apply (mutatis mutandis)
(d) Amendments to the Strategic Plan
The board may from time to time request any changes to be made to any
Strategic Plan approved by the Special Shareholder Any such request shall be
made to the Special Shareholder The Special Shareholder may request further
information and consult with the board about the proposed change in
accordance with articles 72(B)(a) and (b) above, and shall then approve (or
reject) the change in accordance with article 72(B)(c)
Principles Governing the Strategic Plan
(a) Fundamental Objectives
The Strategic Plan shall
(I) clearly set out the group's objectives and contain such
information as can reasonably be expected to enable the
Special Shareholder to give consideration to the strategic
direction of the group’s activities, and
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(b)
)
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provide targets, expressed in terms of both cashflow and
accounting rate of return and sufficient other financial
information in order to enable the Spectral Shareholder to set the
group's profit target and dividend floor and consider the
framework of the group's borrowings
In particular the Strategic Plan shall
10)
(u)
1)
(Iv)
include a statement of the overall commercial direction and
goals of the group,
summarise the way in which it has evolved from the previous
‘Strategic Plan, including a high level evaluation of the value
added by the new Strategic Plan,
analyse the commercial and regulatory environment in which
the group operates, including the board's view of the way in
which the market is evolving and the development of
competitors’ activities,
set out the group's strategic response to the commercial and
regulatory environment, including
(1) its principal strategic options,
(2) Its proposals for meeting the universal service
obligation,
(3) its proposals for managing the nationwide network of
post offices,
(4) the key issues to be resolved in the Strategic Plan for
the following financial year,
(5) Its strategic approach to remuneration of employees,
including an expected ceiling on the aggregate level of
employee remuneration,
(6) the resources needed, in particular personnel,
technology and funding,
(7) Its high level financial and performance projections, at
both the corporate and line-of-business level, with
sensitivity analyses of the major risks,
(8) outline possibilities and plans for entering into
partnerships and alliances,
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73.
74,
75.
35
(9) clear performance indicators which will enable the
group's performance, in achieving tts strategic
objectives, to be measured, and
(10) any proposals for entering into relevant transactions or
for making any substantial alterations in the nature of
the business carried on by any member of the group
(D) Quarterly Information and Performance
The board shall prepare and discuss each quarter progress reports of the
group's performance in relation to the Strategic Plan, and at the end of each
quarter submit to the Special Shareholder its assessment of the group’s
performance in comparison with the Strategic Plan
(J) Variations from Strategic Plan
If the information provided pursuant to article 72(D) above demonstrates a
significant departure from the Strategic Plan, the board shall prepare a revised
Strategic Plan for the remainder of the relevant financial year and the following
four years which shall be submitted to the Spectal Shareholder within such time
as shall be agreed with the Special Shareholder The provisions of article
72(B)(d) above shall apply to such revised Strategic Plan
(K) Effect of Approval of Strategic Plan
The approval of any Strategic Plan shall be deemed to be an approval of any
matter within that Strategic Plan which would have required approval in
accordance with article 11 1 if such matter is specifically identified with
reasonable detail in that Strategic Pian as being proposed for approval in
accordance with that aforementioned article
BORROWING POWERS
The board may exercise all the powers of the company to borrow and to mortgage or
charge alt 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
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76.
77.
78.
79.
80
36
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 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 £400,000 per annum or such higher amount as may from time to time
be decided by ordinary resolution of the company
ADDITIONAL REMUNERATION
Subject to the articles, any director who performs services which in the opinion of the
board or any committee authorised by the board go beyond the ordinary duties of a
director may be paid such extra remuneration (whether by way of salary, commission,
participation in profits or otherwise) as the board or any committee authorised by the
board may in Its discretion decide in addition to any remuneration provided for by or
pursuant to any other article
DIRECTORS’ EXPENSES
The directors may be paid all travelling, hotel, and other expenses properly incurred by
them in connection with their attendance at board meetings or committees of directors
or general meetings or separate meetings of the holders of any class of shares or of
debentures of the company or otherwise in connection with the discharge of their duties
81.
82.
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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 1
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
(1) 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
(u) the relevant director and any other director with a similar interest may, if
the other members of the board so decide, be excluded from any board
meeting while the Conflict is under consideration
(DO) Where the board gives authority in relation to a Conflict
(i) the board may (whether at the time of giving the authority or
subsequently) (a) require that the relevant director is exctuded 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
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the Conflict, and (b) impose upon the relevant director such other terms
for the purpose of dealing with the Conflict as it may determine,
(u) the relevant director will be obliged to conduct himself in accordance
with any terms imposed by the board in relation to the Conflict,
(im) the board may provide that where the relevant director obtains
(otherwise than through his position as a director of the company)
Information that 1s confidential to a third party, the director will not be
obliged to disclose that information to the company, or to use or apply
the information in relation to the company’s affairs, where to do so
would amount to a breach of that confidence,
(iv) the terms of the authority shall be recorded in writing (but the authority
shall be effective whether or not the terms are so recorded), and
(v) the board may revoke or vary such authority at any time but this will not
affect anything done by the relevant director prior to such revocation or
variation in accordance with the terms of such authority
83. OTHER CONFLICTS OF INTEREST I
(A) 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
(B) Provided he has declared his interest in accordance with article 83(A) a director
may
(i) be party to, or otherwise interested in, any contract with the company or
in which the company has a direct or indirect interest, ‘
(ul) 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,
(my 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
85
86.
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(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 82(A) or permitted under article 83(B) and no contract
shall be liable to be avoided on the grounds of a director having any type of
interest authorised under article 82(A) or permitted under article 83(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, etther 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.
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
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
87.
89
90.
91.
92.
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40
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 ts 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 70 In the absence of
such appointment the directors may (subject to article 11) appoint one of their number to
be the chairman of the board and may at any time remove him from that office Unless
he ts 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 ts not present within five minutes after
the time appointed for the meeting, the directors present may appoint one of their
number to be chairman of the meeting
VALIDITY OF ACTS OF BOARD OR COMMITTEE
All acts done by the board, or by a committee of directors, or by a person acting as a
director or member of a committee shall, notwithstanding that it be afterwards
discovered that there was a defect in the appointment of any director or member of a
committee or person so acting or that any of them were disqualified from holding office,
or had vacated office, or were not entitled to vote, be as valid as if every such person
had been duly appointed and was qualified and had continued to be a director or
member of the committee and had been entitled to vote
RESOLUTION IN WRITING
Aresolution in writing signed by all the directors entitled to receive notice of a meeting
of the board (if that number 's 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
93
94,
41
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 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, 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 shal! 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 -
{a) the resolution relates to the giving to him of a guarantee, security, or
indemnity in respect of money lent to, or an obligation incurred by him
for the benefit of, the company or any of its subsidiaries, and/or
(b) the resolutton relates to the giving to a third party of a guarantee,
security, or indemnity in respect of an obligation of the company or any
of its 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 security, and/or
(c) his interest arises by virtue of his subscribing or agreeing to subscribe
for any shares, debentures or other securities of the company or any of
its subsidiaries, or by virtue of his being, or intending to become, a
participant in the underwriting or sub underwniting of an offer of any
such shares, debentures, or other securities by the company or any of
its subsidiaries for subscription, purchase or exchange, and/or
(d) the resolution relates in any way to a retirement benefits scheme which
has been approved, or is conditional upon approval, by the HM
Revenue and Customs for taxation purposes
For the purposes of this article, in relation to an alternate director, an interest of
his appointor shall be treated as an interest of the alternate director without
prejudice to any interest which the alternate director has otherwise
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95.
96.
97.
42
(B) Adirector shall not be counted in the quorum present at a meeting in relation to
a resolution on which he ts not entitled to vote
(C) The company may by ordinary resolution suspend or relax to any extent, either
generally or in respect of any particular matter, any provision of the articles
prohibiting a director from voting at a meeting of the board or of a committee of
directors
(D) Where proposals are under consideration concerning the appointment of two or
more directors to offices or employments with the company or any body
corporate in which the company ts interested the proposals may be divided and
considered in relation to each director separately and (provided he ts not for
another reason precluded from voting) each of the directors concerned shall be
entitled to vote and be counted in the quorum in respect of each resolution
except that concerning his own appointment
(E) If a question arises at a meeting of the board or of a committee of directors as
to the 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
Subject to the provisions of the Act, the secretary shall be appointed by the directors for
such term, at such remuneration and upon such conditions as they may think fit, and
any secretary so appointed may be removed by them
MINUTES
KEEPING OF MINUTES
The directors shall cause minutes to be made in books kept for the purpose -
(A) of all appointments of officers made by the directors, and
(B) of all proceedings at meetings of the company, of the holders of any class of
shares in the company, and of the board, and of committees of directors,
including the names of the directors present at each such meeting
DIVIDENDS
DECLARATION OF DIVIDENDS
Subject to the provisions of the Act and the articles, the company may by ordinary
resolution declare dividends in accordance with the respective rights of the members,
but no dividend shall exceed the amount recommended by the board
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98.
99
100.
101
43
PAYMENT OF INTERIM AND FIXED DIVIDENDS BY BOARD.
Subyect 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 patd 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 dividend on any
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 ts paid but no outstanding amount paid up on a share in advance of the
applicable call date shall be treated for the purposes of this article as paid up on the
share All dividends shall be apportioned and paid proportionately to the amounts patd
up on the shares during any portion or portions of the period in respect of which the
dividend ts 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
Without prejudice to article 98 above, a general meeting declaring a dividend may, upon
the recommendation of the board, direct that it shall be satisfted 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 ts
first named in the register of members or to such person and to such address as the
person or persons entitled may in writing direct Every cheque shall be made payable
to the order of the person or persons entitled or to such other person as the person or
persons entitled may in writing direct and payment of the cheque shall be a good
discharge to the company Any joint holder or other person jointly entitled to a share as
102.
103.
104
105
106
44
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 tt
became due for payment shall, if the directors so resolve, be forfeited and cease to
remain owing by the company
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
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 (including retained
earnings),
(B) appropriate the sum resolved to be capitalised to the members who would have
been entitled to it if it were distributed by way of dividend and in the same
proportions and apply such sum on their behalf either in or towards paying up
the amounts, if any, for the time being unpaid on any shares held by them
respectively, or in paying up in full shares or debentures of the company of a
nominat 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
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107.
108
109
45
partly in one way and partly in the other, but the share premium account, the
capital redemption reserve, retained earnings and any profits which are not
available for distributron may, for the purposes of this article, only be applied in
paying up shares that are then to be allotted and distributed to members
credited as fully paid,
(C) resolve that any shares so allotted to any member in respect of a holding by him
of any partly paid shares shall so long as such shares remain partly paid rank
for dividend only to the extent that the latter shares rank for dividend,
(D) make such provision by the issue of fractional certificates or by payment in cash
or otherwise as they determine tn the case of shares or debentures becoming
distributable under this article in fractions, and
(E) authorise any person to enter on behalf of ail 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
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,
distributton, 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
ts to be paid or a distribution, allotment or issue is to be made shall be construed
accordingly
NOTICES
NOTICES IN WRITING
Any notice to be given to or by any person pursuant to the articles shall be in writing
except that a notice calling a meeting of the board need not be in writing
SERVICE OF NOTICES
Subject to the articles, the company may give any notice to a member either personally,
by post in a prepaid envelope addressed to the member at his registered address or by
leaving it at that address or such other means (which may include electronic means) to
which the member has provided (and not revoked) its written consent for the receipt of
such notices In the case of joint holders of a share, all notices shall be given to the
joint holder whose name stands first in the register of members in respect of the joint
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110.
111,
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46
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
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
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 ts entered in the register of members, has been
duly given to a person from whom he derives his title
TIME OF SERVICE
(A) Any notice, document or other information, if served, sent or supplied by the
company by post, shall be deemed to have been received on the day following
that on which it was posted ff first class post was used or 48 hours after it was
posted if first class post was not used and, in proving that a notice, document or
other information was served, sent or supplied, it shall be sufficient to prove that
the notice, document or other information was properly addressed, prepaid and
put in the post
(B) Any notice, document or other information not served, sent or supplied by post
but left by the company at a registered address or at an address (other than an
address for the purposes of communications by electronic means) notified to
the company tn accordance with these articles by a person who is entitled by
transmission to a share shali be deemed to have been received on the day tt
was so left
(C) Any notice, document or other information served, sent or supplied by the
company using electronic means shall be deemed to have been received on the
day on which it was sent notwithstanding that the company subsequently sends
a hard copy of such notice, document or information by post In proving that a
notice, document or other information served, sent or supplied by electronic
means was served, sent or supplied, it shall be sufficient to prove that it was
properly addressed
(D) Any notice, document or other information served, sent or supplied by the
company by any other means authorised in writing by the member concerned
shall be deemed to have been received when the company has carried out the
action it has been authorised to take for that purpose
113.
114,
115
116,
47
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 1s wound up, the liquidator may, with the sanction of a special resolution
of the company and any other sanction required by the Act, divide among the members
In specie the whole or any part of the assets of the company and may, for that purpose,
value any assets and determine how the division shall be carried out as between the
members or different classes of members The liquidator may, with the like sanction,
vest the whole or any part of the assets in trustees upon such trusts for the benefit of
the members as he with the like sanction determines, but no member shall be
compelled to accept any assets upon which there ts a liability
INDEMNITY
INDEMNITY OF DIRECTORS
To the extent permitted by the Act, the company may indemnify any director, former
director or company secretary of the company against any liability and may purchase
and maintain for any director, former director or company secretary of the company
Insurance against any lability No director or former director or company secretary of
the company shall be accountable to the company or the members for any benefit
provided pursuant to this article and the receipt of any such benefit shall not disqualify
any person from being or becoming a director of the company
PROVISIONS RELATING TO ARTICLES 10 AND 11
ARTICLES SUBJECT TO RELEVANT LAW
(A) Nothing contained tn articles 10 and 11 shall have effect so as to require the
company or any of the directors to (1) take any action, (1!) omit to take any
action, or (11!) procure that any subsidiary of the company takes or omits to take
any action which action or omission would, in the reasonable opinion of the
board of the company or of such subsidiary, give rise to criminal or civil Itability
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
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(B)
(c)
(D)
(E)
48
any statutory or common law duty or requirement (for the purposes of this
article 116, a "relevant breach")
If a relevant breach ts capable of ratification by the shareholders of the company
or subsidiary concerned, and such ratification would have the effect of removing
or avoiding the consequences of the relevant breach (insofar as such
consequences affect or would affect the company or subsidiary or any of their
respective directors), then subject to the shareholders concerned providing a
written undertaking to the company or subsidiary, as the case may be, that the
requisite ratification will be provided, the action or omission which would (but for
ratification), have given rise to the relevant breach shall be effected or, as the
case may be, procured by the company as though this article 116 did not apply
in relation thereto
For the purposes of this article 116, the “reasonable opinion of the board" in
relation to a matter shall mean the reasonable opinion of the board of directors
of the company or subsidiary concerned, having (1) as soon as is reasonably
practicable taken and having had due regard to appropriate legal and/or
financial advice, (11) following the receipt of such advice, having promptly
provided the same to the Special Shareholder and consulted with the Special
Shareholder in relation to the said advice, and to the formation of the board's
opinion on the relevant matter, and having had due regard to the views (if any)
of the Special Shareholder notified to it in relation thereto, and (in) where the
Special Shareholder gives notice under article 116(D), having had due regard to
the independent advice consequently received and having consulted the
Special Shareholder in relation thereto
If in any case where the company or the directors seek to rely upon article
116(A) in respect of any matter, the Special Shareholder has within 7 days of
receipt of legal and/or financial advice pursuant to article 116(C) notified the
company that it requires independent advice to be taken in relation to the
relevant matter(s) from an independent legal and/or financial adviser approved
by the Special Shareholder, such advice to be addressed to the company, its
directors and the Special Shareholder, the company shall (1) obtain such advice
and (1!) (subject to article 116(A)) not take any decision or action in relation to
the relevant matter, until such advice shall have been obtained and the board
shall have consulted the Special Shareholder in relation thereto
Nothing in this article 116 shall fetter any statutory power, or remove or alter any
obligation imposed on any person by statute