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Dated [6] 2024
No 02154540
The Companies Act 2006
A Private Company Limited by Shares
ARTICLES OF ASSOCIATION
of
Post Office Limited
(amended by written resolutions passed on 14 December 2022 and [e] 2024)
Registered office
100 Wood Street
London
EC2V 7ER
Linklaters
Linklaters LLP
One Silk Street
London EC2Y 8HQ
Telephone.
Facsimil
Ref: L-277767
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Company No. 02154540
ARTICLES OF ASSOCIATION
Of
Post Office Limited
(adopted by a written resolution passed on 19 March 2020)
(amended by written resolutions passed on 14 December 2022 and [e] 2024)
INTERPRETATION
1 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.
2 DEFINITIONS
In these Articles unless the context otherwise requires:
"the Act" means the Companies Act 2006 (including any orders, regulations or other
subordinate legislation made under it) to the extent from time to time in force;
"the Articles" means these articles of association of the company as altered from time to
time by special resolution and the expression "this article" shall be construed accordingly;
"the Board" means the board of directors from time to time of the company or the
directors present at a meeting of the directors at which a quorum is present;
"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 period excluding the day
when the notice is given or deemed to be given and the day for which it is given or on
which it is to take effect;
“eligible director” has the meaning given to that term in article 63(A);
"FCA" means the Financial Conduct Authority;
“fully paid" in relation to a Share, means that the nominal value and any premium to be
paid to the company in respect of that Share have been paid to the company (for the
purposes of Part 17 of the Act);
"Group" means the company and its subsidiary undertakings (as defined in section 1162
of the Companies Act 2006) from time to time;
"Group Strategic Plan" means the strategic plan relating to the operation and overall
strategic direction of the Group described in article 46;
"the Holder" in relation to Shares means the person whose name is entered in the register
of Members as the holder of the Shares;
"Member" means a member of the company;
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"Office" means the registered office of the company;
“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;
“Proxy Notice” has the meaning given to that term in article 34;
“Public Holiday” has the meaning given to that term in the Postal Services Act 2000;
“Relevant Breach” has the meaning given to that term in article 80.
"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
(including, without limitation, shares), rights or property whatsoever by any member of the
Group, other than:
(a) any transaction in the ordinary course of business (including without
limitation the taking of assets on lease or hire purchase required for the
conduct of the business);
(b) any transaction between the company and any other wholly owned
member of the Group or between members of the Group; and
(c) any transaction approved in any Group Strategic Plan;
"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, as relevant from
time to time;
"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 capital of the company;
“Special Shareholder” means the Holder of the Special Share;
"Trade Mark" means the registered trade mark "The Post Office" anywhere in the world;
“the United Kingdom" means Great Britain and Norther Ireland;
Unless the context otherwise requires, words or expressions contained in these Articles
bear the same meaning as in the Act but exclude any statutory modification thereof not in
force when these Articles become binding on the company. 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.
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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 54, 55 and 65 to (i) a contract include references to any proposed
contract and to any transaction or arrangement or proposed transaction or arrangement
whether or not constituting a contract; and (ii) a conflict of interest include a conflict of
interest and duty and a conflict of duties.
Headings are included only for convenience and shall not affect meaning.
If, and for so long as, the company has only one Member, these Articles shall (in the
absence of any express provision to the contrary) apply with such modification as may be
necessary in relation to the company.
LIMITED LIABILITY
LIMITED LIABILITY
The liability of the Members is limited to the amount, if any, unpaid on the Shares 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 it such rights and restrictions as
the company may by ordinary resolution decide or, if no such resolution has been passed
or so far as the resolution does not make specific provision, as the Board may decide.
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.
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.
THE SPECIAL SHARE
SPECIAL SHAREHOLDER
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.
The Special Shareholder shall be entitled to receive notice of, and to attend and speak at,
any general meeting or any meeting of any other class of shareholders of the company,
but the Special Share shall carry no right to vote nor any other rights at any such meeting.
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On a distribution of capital in a winding-up of the company the Special Shareholder shall
be entitled to repayment of the capital paid up on the Special Share. Any such distribution
will be made in priority to any repayment of capital to any other Member.
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 shall give directions to the company or any
member of the Group, 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
undertaking to procure that such subsidiary undertaking does what those directions require
to be done by such subsidiary undertaking, within the timeframe so required.
The provisions of this article 7 shall be subject to article 80.
VARIATION OF SPECIAL SHARE RIGHTS
Matters requiring consent
Notwithstanding any provision in these Articles to the contrary (save for article 80 to which
this article 8 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:
COMPANY MATTERS REQUIRING CONSENT
the:
(i) appointment or removal from office of any director of the company, or
(ii) appointment or removal of any person as chief executive of the company (whether
or not immediately prior to that appointment he or she was a director of that
company and whether or not immediately after his or her removal he or she
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
(iii) appointment or removal of any person as chair of the company;
any change in the prescribed minimum number of directors of the company;
the appointment of any person other than a director of the company as an alternate
director of any director of the company;
any action taken by any 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 Chair, chief executive and finance director (or directors carrying
out the general functions denoted by such posts);
the approval of or agreement to or any material variation or amendment to:
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(i) the remuneration (including, without limitation, salary, share options, bonuses,
benefits in kind and pension rights) paid or granted to any director of the company;
or
(ii) the terms and conditions of employment or engagement of any of the directors of
the company;
the declaration or payment of any dividend or the making of any distribution by the
company other than in accordance with the Group Strategic Plan;
any distribution, payment or return to shareholders of the company out of capital of the
company;
GROUP MATTERS REQUIRING CONSENT
the alteration or deletion of, or the ratification of any breach of, all or any part of these
Articles;
the voluntary winding-up or entry into administration 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 or put into administration, 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 redemption or purchase by any member of the Group of any share in itself or the
reduction of the share capital of any member of the Group, or any uncalled or unpaid
liability in respect thereof, capital redemption reserve or share premium account of any
member of the Group or the passing of any resolution authorising any of the foregoing;
the formation of any subsidiary undertaking or the issue, allotment, purchase, cancellation
or transfer of shares, or granting of any share rights, in any member of the Group;
the sale, issue, allotment, purchase, cancellation or transfer of any shares by any member
of the Group in any subsidiary undertaking or in First Rate Exchange Services Holdings
Limited (while an associated undertaking of a member of the Group) or in any other
associated undertaking of a member of the Group;
the amalgamation or merger of any member of the Group with any other company or
business undertaking;
the creation or granting of any encumbrance over the whole or any part of the company's
business, undertaking or assets or over any Shares in the company or the entry into any
agreement to do so, or the same in respect of any member of the Group (other than, in
each case, the creation or grant of any lien arising in the ordinary course of business
and/or any charge arising by the operation (or purported operation) of title retention
clauses and in the ordinary course of business);
save for any intra-group arrangements entered into between wholly owned members of
the Group in the ordinary course of business by any Group Company, the making of any
loan (otherwise than by way of deposit with a bank or other institution the normal business
of which includes the acceptance of deposits or in the ordinary course of business), the
granting of any credit (other than in the normal course of business) or the giving of any
guarantee or indemnity (in each case other than in the normal course of business) by any
Group company;
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the restructure or reorganisation of the Group structure such that any Group company’s
shareholding in its subsidiary undertakings is altered or amended;
the presentation, or proposal for 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;
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);
(a) the appointment and remuneration of any person who is not an employee of a
member of the Group as a director of any member of the Group (other than the
company and a member of the Group that is regulated by the FCA); or
(b) the additional remuneration of any employee (which, for the avoidance of doubt,
shall not include any salary arrangements for such employee) of a member of the
Group in their capacity as a director of a member of the Group;
the establishment of (or approval of any agreement to establish) a new pension scheme
by any member of the Group;
the adoption of a Group Strategic Plan or any material variation or amendment of a Group
Strategic Plan previously adopted;
save as specifically provided for in the approved Group Strategic Plan, any substantial
alteration in the nature of the business carried on by any Group company;
the entry into any Relevant Transaction under which any member of the Group, directly or
indirectly, ceases to own or retain any such interest as it may have in any asset in the
absence of which the Group might reasonably be considered to be unable to continue to
perform the business of the Group as provided for in the Group Strategic Plan, 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
is fully depreciated;
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 8.1(X) entered into or implemented in the previous
12 months)) the incurrence of a commitment or liability, or the payment of a sum, by any
member of the Group which is an amount in excess of £50,000,000;
the entry by any member of the Group into any Relevant Transaction which is not on
commercial terms and is not considered by the directors of the relevant member of the
Group to be in the interests of that member of the Group;
(i) the sale, assignment, charging, mortgaging or outright disposal by any member of the
Group of any Trade Mark in any of the Primary Territories, (ii) 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, (iii) the taking of any action by any member of the
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Group with the intention of jeopardising 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 by any member of the Group which has the effect of allowing rights
in respect of any Trade Mark in any of the Primary Territories to lapse;
(AA) _ the incurring of (or entry into of any commitment to incur) any borrowing by any member
of the Group in circumstances where the borrowing is to be provided from any source
other than another member of the Group;
(a) for the purposes of this article 8.1(AA), but without prejudice to the
generality of the terms "borrowing" and "borrowed":
(i) 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;
(ii) 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;
(iii) money borrowed by any member of the Group and owing to
another member of the Group shall not be taken into account as
money borrowed; and
(iv) borrowings of an undertaking which became a_ subsidiary
undertaking of the company after the date 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.
(b) 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.
8.2 Group undertakings
(BB) The Company must ensure that the constitution of each of its subsidiary undertakings
from time to time contains restrictions and obligations on that subsidiary undertaking
which correspond to the restrictions set out in Article 8.1(H) to (AA) (inclusive) and, where
that subsidiary undertaking in turn has any subsidiary undertakings, obligations in this
Article 8.2 in relation to that subsidiary undertaking, unless that subsidiary undertaking first
obtains the written consent of the company.
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(CC) The company must, at all times and using all of its powers as shareholder, procure that no
member of the Group carries out any of the matters set out in Article 8.1(H) to (AA)
(inclusive) without the company first obtaining Special Shareholder consent.
8.3 Approval Procedure
(A) Whenever the company wishes to obtain the Special Shareholder’s consent to any matter
set out in article 8.1:
(i)
(ii)
(iii)
the Board shall consider the matter on which it wishes to obtain the Special
Shareholder’s consent and resolve to seek such consent, provided that the Board
shall seek to give, as far as possible, the Special Shareholder advance notice of
the existence of circumstances in which the need for Special Shareholder consent
is likely to arise wherever reasonable and practicable;
if the Board resolves to seek such consent as set out in part (i) above, the
company shall give notice to the Special Shareholder, such notice to:
(a) be in writing;
(b) be addressed to such persons as the Special Shareholder shall, from time
to time, notify in writing to the company;
(c) 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;
(d) clearly state that it is important and requires immediate attention;
(e) clearly identify itself as a notice served pursuant to this article 8.2(A)(ii);
and
(f) contain or annex such information as can reasonably be expected to
enable the Special Shareholder to consider the matter being proposed.
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:
(g) his consent to the matter contained in the notice; or
(h) 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
(i) that he requires a further ten Business Days in which to consider the
matter, commencing on the Business Day following the Initial Expiry Date.
(B) If on or before the Initial Expiry Date the Special Shareholder gives written notice to the
company pursuant to article 8.2(A)(iii)(i) 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:
(i)
(ii)
(iii)
his consent to the matter contained in the notice; or
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
that he requires a further time period in which to consider the matter.
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The Special Shareholder shall give a notice under article 8.2(B)(iii) only in exceptional
circumstances, such notice to:
(iv) set out in reasonable detail the exceptional circumstances under which the notice
is served;
(v) outline an indicative timeframe in which the Special Shareholder expects to be
able to respond to the request for approval, such timeframe at all times being
subject to alteration and amendment; and
(vi) set out any further information which is required by the Special Shareholder from
the Company in order to respond to the request for approval.
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 8.2(A)(iii) on or before the Initial Expiry Date or pursuant to article 8.2(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 8.2(A)(i) and the consent of the
Special Shareholder shall be deemed irrevocably given to such matter.
In favour of any third party dealing with any member of the Group 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
8.2(E) above shall be conclusive and binding as to that fact.
Delivery of any notice served upon the Special Shareholder under article 8.2 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.
The directors of the company will exercise all powers exercisable by the company in
relation to Group subsidiary undertakings so as to ensure that no subsidiary undertaking
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.
The provisions of this article 8 shall be subject to article 80.
INFORMATION
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
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company shall release such directors or managers from any obligation of confidentiality
owed to the company for the purpose of these discussions.
SHARE CERTIFICATES
10 RIGHT TO SHARE CERTIFICATES
10.1 Every Member, upon becoming the Holder of any Shares, shall be entitled without
payment to:
(A) 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
(B) 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.
10.2 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.
10.3. 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.
11 REPLACEMENT OF SHARE CERTIFICATES
If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such
terms (if any) as to evidence and indemnity, and payment of the expenses reasonably
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.
TRANSFER OF SHARES
12 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 is fully paid, by or on behalf of the transferee.
13 RIGHT TO DECLINE REGISTRATION
The Board may refuse to register the transfer of a Share, and if they do so, the instrument
of transfer must be returned to the transferee with the notice of the refusal unless they
suspect that the proposed transfer may be fraudulent.
14 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.
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RETENTION OF INSTRUMENT OF TRANSFER
The company shall be entitled to retain any instrument of transfer which is registered, but
any instrument of transfer which the Board refuses to register shall be returned to the
person lodging it when notice of the refusal is given.
TRANSMISSION OF SHARES
TRANSMISSION ON DEATH
If a Member dies the survivor or survivors where he was a joint Holder, and his personal
representatives where he was a sole Holder or the only survivor of joint Holders, shall be
the only persons recognised by the company as having any title to his interest; but nothing
herein contained shall release the estate of a deceased Member from any liability in
respect of any Share which had been jointly held by him.
ELECTION OF PERSON ENTITLED BY TRANSMISSION
A person becoming entitled to a Share in consequence of the death or bankruptcy of a
Member may, upon such evidence being produced as the Board may properly require,
elect either to become the Holder of the Share or to have some person nominated by him
registered as the transferee. If he elects to become the Holder he shall give notice to the
company to that effect. If he elects to have another person registered he shall execute an
instrument of transfer of the Share to that person. All the Articles relating to the transfer of
Shares shall apply to the notice or instrument of transfer as if it were an instrument of
transfer executed by the Member and the death or bankruptcy of the Member had not
occurred.
RIGHTS OF PERSON ENTITLED BY TRANSMISSION
A person becoming entitled to a share in consequence of the death or bankruptcy of a
Member shall have the rights to which he would be entitled if he were the Holder of the
share, except that he shall not be entitled to attend or vote at any meeting of the company
or at any separate meeting of the Holders of any class of Shares in the company, in
respect of the share before being registered as the Holder of the share, unless authorised
to do so by the Board.
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.
A Member present in person or by proxy at a meeting shall be deemed to have received
proper notice of that meeting and, where applicable, of the purpose of that meeting.
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,
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time and place. When a meeting is so postponed, notice of the date, time and place of the
postponed meeting shall be given to the Members. Notice of the business to be transacted
at such postponed meeting shall not be required.
PROCEEDINGS AT GENERAL MEETINGS
QUORUM
No business 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 quorum. If, and for
so long as, the company has only one Member, that Member or the proxy for that Member
or, where that Member is a corporation, its duly authorised representative shall be a
quorum at any general meeting of the company or of the Holders of any class of Shares.
PROCEDURE IF QUORUM NOT PRESENT
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.
CHAIR OF GENERAL MEETING
The chair, if any, of the Board or in his absence some other director nominated by the
Board shall preside as chair of the meeting, but if neither the chair 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 chair and, if
there is only one director present and willing to act, he shall be chair. If no director is
willing to act as chair, 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 chair.
ORDERLY CONDUCT
The chair 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 chair's decision
on matters of procedure or arising incidentally from the business of the meeting shall be
final as shall be his determination as to whether any matter is of such a nature.
ENTITLEMENT TO ATTEND AND SPEAK
Each director shall be entitled to attend and speak at any general meeting of the company
and at any separate general meeting of the Holders of any class of Shares in the
company. The chair may invite any person to attend and speak at any general meeting of
the company whom the chair considers to be equipped by knowledge or experience of the
company’s business to assist in the deliberations of the meeting. In addition, the chair may
invite any person who has been nominated for the purpose by a Member, where the chair
is satisfied that such time as the chair may determine, the Member holds any Shares in
the company as such person’s nominee, to attend and, if the chair considers it
appropriate, to speak at any general meeting of the company.
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ADJOURNMENTS
The chair 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 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 is ruled out of order by
the chair, 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) is 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 is 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
A resolution put to the vote of a meeting shall be decided on a show of hands unless
before, or on the declaration of the result of, the show of hands a poll is duly demanded.
Subject to the provisions of the Act, a poll may be demanded by:
the chair; or
at least two Members having the right to vote on the resolution; or
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.
WITHDRAWAL OF DEMAND FOR POLL
The demand for a poll may, before the poll is taken, be withdrawn but only with the
consent of the chair 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
Polls must be taken immediately and in such manner as the chair of the meeting directs.
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32 OBJECTIONS OR ERRORS IN VOTING
If:
(i) any objection shall be raised to the qualification of any voter, or
(ii) any votes have been counted which ought not to have been counted or which
might have been rejected, or
(iii) any votes are not counted which ought to have been counted,
the objection or error shall not vitiate the decision of the meeting or adjourned meeting on
any resolution unless it is raised or pointed out at the meeting or, as the case may be, the
adjourned meeting at which the vote objected to is given or tendered or at which the error
occurs. Any objection or error shall be referred to the chair and shall only vitiate the
decision of the meeting on any resolution if the chair decides that the same may have
affected the decision of the meeting. The decision of the chair on such matters shall be
conclusive.
(D) The company shall not be obliged to ascertain whether a proxy or representative of a
corporation has voted in accordance with a Member's instructions and the failure of a
proxy or representative so to do shall not vitiate the decision of the meeting or adjourned
meeting or poll on any resolution.
PROXIES
33 APPOINTMENT OF PROXY
Votes may be given either personally or by proxy.
34 CONTENT OF PROXY
Proxies may only validly be appointed by a notice in writing (a “Proxy Notice”) which:
(A) states the name and address of the shareholder appointing the proxy;
(B) identifies the person appointed to be that shareholder's proxy and the general meeting in
relation to which that person is appointed;
(C) is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in
such manner as the Board may determine; and
(D) is delivered to the Company in accordance with the Articles and any instructions contained
in the notice of the general meeting to which they relate.
The Company may require Proxy Notices to be delivered in a particular form,and may
specify different forms for different purposes.
Proxy Notices may specify how the proxy appointed under them is to vote (or that the
proxy is to abstain from voting) on one or more resolutions.
35 DELIVERY OF PROXIES
The instrument appointing a proxy and any authority under which it is executed may be
delivered:
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in hard copy form at the Office (or such other place in the United Kingdom as may be
specified by the company for the receipt of appointments of proxy in hard copy form) to be
received not less than 48 hours (or such shorter time as the Board may determine) before
the time appointed for holding the meeting or adjourned meeting at which the person
named in the appointment proposes to vote together with (if required by the Board) any
authority under which it is made or a copy of the authority, certified notarially 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 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; and
an appointment of a proxy which is 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 valid
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 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 is given or the poll demanded or (in the case of a poll taken otherwise than on the
same day as the meeting or adjourned meeting) the time appointed for taking the poll.
Such notice of determination shall be received either in hard copy form by the Office or
such other place within the United Kingdom as may be specified by the company in
accordance with article 35(A) or in electronic form at the address (if any) specified by the
company in accordance with article 35(B), regardless of whether any relevant proxy
appointment was effected in hard copy form or in electronic form.
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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.
PERSONS ELIGIBLE AS DIRECTORS
No person shall be appointed or reappointed a director unless:
he/she is recommended by the directors;
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
his/her appointment is duly consented to by the Special Shareholder as set out in Article
8.1(S).
NOTICE OF APPOINTMENT OR REAPPOINTMENT
Not less than ten Business Days before the proposed date of appointment, notice shall be
given to the Special Shareholder of any person who is recommended by the directors for
appointment or reappointment as a director at the Board meeting or in respect of whom
notice has been duly given to the company of the intention to propose him at the meeting
for appointment or reappointment as a director. The notice shall give the particulars of that
person which would, if he were so appointed or reappointed, be required to be included in
the company’s register of directors.
POWER OF BOARD TO APPOINT DIRECTORS
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. As set out in clause 8.1(A), the chair must consult
with and obtain the consent of the Special Shareholder for the appointment of any person
as a director. A director so appointed shall hold office until such date as the term of his
appointment terminates, subject to his being reappointed on the basis set out in clause 39.
If not reappointed, he shall vacate office on the termination of his appointment.
ALTERNATE DIRECTORS
Any director (other than an alternate director) may appoint any other director, or, subject
to the Articles, including Article 8.1(S), 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.
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.
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An alternate director shall be entitled to receive notice of all meetings of the Board and of
all meetings of committees of the Board of which his appointor is a Member, to attend and
vote at any such meeting at which the director appointing him is not personally present,
and generally to perform all the functions of his appointor as a director in his absence but
shall not be entitled to receive any remuneration from the company for his services as an
alternate director. But it shall not be necessary to give notice of such a meeting to an
alternate director who is absent from the United Kingdom.
An alternate director shall cease to be an alternate director:
(i) 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; or
(ii) when the appointor revokes the appointment by notice to the Company specifying
when it is to terminate.
If an alternate director is himself a director or shall attend any such meeting as an
alternate director for more than one director, his voting rights shall be cumulative but he
shall not be counted more than once for the purposes of the quorum.
If his appointor is for the time being temporarily unable to act through ill health or disability
an alternate director's signature to any resolution in writing of the directors shall be as
effective as the signature of his appointor.
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.
An alternate director shall be entitled to contract and be interested in and benefit from
contracts or arrangements or transactions and to be repaid expenses and to be
indemnified to the same extent as if he were a director.
An alternate director shall not be entitled to receive remuneration from the Company in
respect of his appointment as alternate director except to the extent his appointor directs
the Company to pay to the alternate director some of the remuneration otherwise payable
to that director.
APPOINTMENT OF CHAIR AND DIRECTORS
Chair
The Special Shareholder shall be entitled from time to time to appoint and/or remove any
person as chair of the company by notice in writing delivered to the company and signed
on behalf of the Special Shareholder.
Directors
The Special Shareholder shall be entitled from time to time to appoint and/or 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.
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POSITION OF RETIRING DIRECTORS
Subject as aforesaid, a director who retires at a Board meeting may, if willing to act, be
reappointed. If he is not reappointed, he shall retain office until the meeting appoints
someone in his place, or if it does not do so, until the end of the meeting, or (if earlier)
when a resolution is passed to appoint someone in his place.
DISQUALIFICATION AND REMOVAL OF DIRECTORS.
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. As set out in
clause 8.1(A), the chair must consult with and obtain the consent of the Special
Shareholder in relation to the removal of any person as a director.
The office of a director shall be vacated if:
(i) 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
(ii) he becomes bankrupt or makes any arrangement or composition with his creditors
generally; or
(iii) he resigns his office by notice to the company; or
(iv) he is removed pursuant to article 44(A);
(v) unless the Special Shareholder shall notify the relevant director and the company
otherwise, being an employee director, he ceases to be an employee of the
company; or
(vi) 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 subcommittee of the Board.
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 special
resolution (including without limitation article 8.1), 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.
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GROUP STRATEGIC PLAN
The Board will develop and update a business plan for the Group covering a period of at
least three years (the “Group Strategic Plan”) on an annual basis. The Special
Shareholder and the Board shall agree the issues and priorities to be addressed in the
Group Strategic Plan. The Group Strategic Plan shall be reviewed by the Board on an
annual basis and otherwise as necessary to take account of any additional or amended
obligations or responsibilities assumed by the Group. The Group Strategic Plan shall be
subject to review by, and approval of, the Special Shareholder on an annual basis.
EFFECT OF APPROVAL OF GROUP STRATEGIC PLAN
The approval of any Group Strategic Plan shall be deemed to be an approval of any
matter within that Group Strategic Plan which would have required approval in accordance
with article 8.1 if such matter is specifically identified with reasonable detail in that Group
Strategic Plan as being proposed for approval in accordance with that article.
BORROWING POWERS.
The Board may exercise all the powers of the company to borrow and to mortgage or
charge all or any part of the undertaking, property and assets (present and future) and
uncalled capital of the company, but subject to the restrictions contained in the Articles,
including under clause 9.1(AA).
DELEGATION OF THE BOARD’S POWERS
The Board may delegate any of its powers to any committee consisting of one or more
directors with power to sub-delegate. It may also delegate to any managing director or any
director holding any other executive office such of its powers as it considers desirable to
be exercised by him. Any such delegation may be made subject to any conditions the
Board may impose, and either collaterally with or to the exclusion of its own powers and
may be revoked or altered. Subject to any such conditions, the proceedings of a
committee with two or more Members shall be governed by the Articles regulating the
proceedings of the Board so far as they are capable of applying.
REMUNERATION OF DIRECTORS.
DIRECTORS’ FEES
Subject to the Articles, including the requirement for Special Shareholder consent as set
out in clause 8.1(E), each of the non-executive 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 £470,000 per annum.
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
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Board may in its discretion decide in addition to any remuneration provided for by or
pursuant to any other article.
DIRECTORS’ EXPENSES
The directors may be paid all travelling, hotel, and other expenses properly incurred by
them in connection with their attendance at Board meetings or committees of directors or
general meetings or separate meetings of the Holders of any class of Shares or of
debentures of the company or otherwise in connection with the discharge of their duties.
DIRECTORS’ APPOINTMENTS AND INTERESTS
MANAGING DIRECTOR AND EXECUTIVE OFFICE
Subject to the provisions of the Act and these 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, subject to Special
Shareholder consent as set out in clause 9.1(E). 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
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’).
A director seeking authorisation in respect of a Conflict shall declare to the Board the
nature and extent of his interest in that Conflict as soon as 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.
Any director (including the relevant director) may propose that the relevant director be
authorised in relation to any matter the subject of a Conflict. Such proposal and any
authority given by the Board shall be effected in the same way that any other matter may
be proposed to and resolved upon by the Board under the provisions of these Articles
save that:
(i) 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
(ii) the relevant director and any other director with a similar interest may, if the other
members of the Board so decide, be excluded from any Board meeting while the
Conflict is under consideration.
Where the Board gives authority in relation to a Conflict:
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(i) the Board may (whether at the time of giving the authority or subsequently) (a)
require that the relevant director is excluded from the receipt of information, the
participation in discussion and/or the making of decisions (whether at meetings of
the Board or otherwise) related to the Conflict; and (b) impose upon the relevant
director such other terms for the purpose of dealing with the Conflict as it may
determine;
(ii) the relevant director will be obliged to conduct himself in accordance with any
terms imposed by the Board in relation to the Conflict;
(iii) the Board may provide that where the relevant director obtains (otherwise than
through his position as a director of the company) information that is confidential to
a third party, the director will not be obliged to disclose that information to the
company, or to use or apply the information in relation to the company's affairs,
where to do so would amount to a breach of that confidence;
(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.
Subject to article 54(F), if a question arises at a meeting of directors or of a committee of
directors as to the right of a director to participate in the meeting (or part of the meeting)
for voting or quorum purposes, the question may, before the conclusion of the meeting, be
referred to the Chair whose ruling in relation to any director other than the Chair is to be
final and conclusive.
If any question as to the right to participate in the meeting (or part of the meeting) should
arise in respect of the Chair, the question is to be decided by a decision of the directors at
that meeting, for which purpose the Chair is not to be counted as participating in the
meeting (or that part of the meeting) for voting or quorum purposes.
OTHER CONFLICTS OF INTEREST
If a director is in any way directly or indirectly interested in a proposed contract with the
company or a contract that has been entered into by the company, he must declare the
nature and extent of that interest to the directors in accordance with the Act.
Provided he has declared his interest in accordance with article 55(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;
(ii) hold any other office or place of profit with the company (except that of auditor) in
conjunction with his office of director for such period and upon such terms,
including as to remuneration, as the Board may decide;
(iii) act by himself or through a firm with which he is associated in a professional
capacity for the company or any other company in which the company may be
interested (otherwise than as auditor);
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(iv) be or become a director or other officer of, or employed by or otherwise be
interested in any holding company or subsidiary undertaking of the company or
any other company in which the company may be interested; and
(v) be or become a director of any other company in which the company does not
have an interest and which cannot reasonably be regarded as giving rise to a
conflict of interest at the time of his appointment as a director of that other
company.
A director shall not, by reason of his office or of the fiduciary relationship thereby
established be liable to account to the company for any remuneration, profit or other
benefit realised by reason of his having any type of interest authorised under article 54(A)
or permitted under article 55(B) and no contract shall be liable to be avoided on the
grounds of a director having any type of interest authorised under article 54(A) or
permitted under article 55(B).
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.
VOTING
Questions arising at a meeting shall be decided by a majority of votes. In the case of an
equality of votes, the chair shall have a second or casting vote. A director who is also an
alternate director shall be entitled in the absence of his appointor to a separate vote on
behalf of his appointor in addition to his own vote.
QUORUM
The quorum for the transaction of the business of the Board may be fixed by the Board
and unless so fixed at any other number shall be two. A person who holds office only as
an alternate director shall, if his appointor is not present, be counted in the quorum.
DIRECTORS BELOW MINIMUM THROUGH VACANCIES
The continuing directors or a sole continuing director may act notwithstanding any
vacancies in their number, but, if the number of directors is less than the number fixed as
the quorum, the continuing directors or director may act only for the purpose of filling
vacancies or of calling a general meeting.
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CHAIR
The chair shall be the person appointed pursuant to article 42. In the absence of such
appointment the directors may (subject to article 8) appoint one of their number to be the
chair of the Board and may at any time remove him from that office. Unless he is unwilling
to do so, the chair 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 chair is not present within five minutes after the time appointed for the meeting,
the directors present may appoint one of their number to be chair 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
A resolution in writing signed by not less than 75% of the directors who would have been
counted as participating for quorum and voting purposes in the decision had the resolution
or matter been proposed as a resolution at a meeting of the Board (an “eligible director’)
(if that number is sufficient to constitute a quorum) or by all the members of a committee
of directors shall be as valid and effectual as if it had been passed at a Board meeting or
(as the case may be) a committee of directors duly convened and held and may consist of
several documents in the like form each signed by one or more directors; but a resolution
signed by an alternate director need not also be signed by his appointor and, if it is signed
by a director who has appointed an alternate director, it need not be signed by the
alternate director in that capacity.
A directors' written resolution is proposed by giving notice in writing of the proposed
resolution to each eligible director, unless that director waives their entitlement to notice of
any proposed directors’ written resolution, either prospectively or retrospectively, and any
retrospective waiver shall not affect the validity of the directors’ written resolution.
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 is
assembled, or, if there is no such Group, where the chair of the meeting then is.
PERMITTED INTERESTS AND VOTING
Save as otherwise provided by the Articles, a director shall not vote at a meeting of the
Board or of a committee of directors on any resolution concerning a matter in which he
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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:
(i) 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 subsidiary undertakings; and/or
(ii) the resolution relates to the giving to a third party of a guarantee, security, or
indemnity in respect of an obligation of the company or any of its subsidiary
undertakings 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
(iii) 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 subsidiary
undertakings, or by virtue of his being, or intending to become, a participant in the
underwriting or sub underwriting of an offer of any such shares, debentures, or
other securities by the company or any of its subsidiary undertakings for
subscription, purchase or exchange; and/or
(iv) 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.
A director shall not be counted in the quorum present at a meeting in relation to a
resolution on which he is not entitled to vote.
The company may by ordinary resolution suspend or relax to any extent, either generally
or in respect of any particular matter, any provision of the Articles prohibiting a director
from voting at a meeting of the Board or of a committee of directors.
Where proposals are under consideration concerning the appointment of two or more
directors to offices or employments with the company or any body corporate in which the
company is interested the proposals may be divided and considered in relation to each
director separately and (provided he is not for another reason precluded from voting) each
of the directors concerned shall be entitled to vote and be counted in the quorum in
respect of each resolution except that concerning his own appointment.
If a question arises at a meeting of the Board or of a committee of directors as to the right
of a director to vote, the question may, before the conclusion of the meeting, be referred
to the chair 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.
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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.
PAYMENT OF INTERIM AND FIXED DIVIDENDS BY BOARD
Subject to the provisions of the Act and the Articles, the Board may pay interim dividends
if it appears to it that they are justified by the profits of the company available for
distribution. If the share capital is divided into different classes, the Board may pay interim
dividends on Shares which confer deferred or non preferred rights with regard to dividend
as well as on Shares which confer preferential rights with regard to dividend, but no
interim dividend shall be paid on Shares carrying deferred or non preferred rights if, at the
time of payment, any preferential dividend is in arrear. The Board may also pay at
intervals settled by them any dividend payable at a fixed rate if it appears to them that the
profits available for distribution justify the payment. Provided the directors act in good faith
they shall not incur any liability to the Holders of Shares conferring preferred rights for any
loss they may suffer by the lawful payment of an interim 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
is paid but no outstanding amount paid up on a Share in advance of the applicable call
date shall be treated for the purposes of this article as paid up on the Share. All dividends
shall be apportioned and paid proportionately to the amounts paid up on the Shares during
any portion or portions of the period in respect of which the dividend is paid; but, if any
Share is issued on terms provided that it shall rank for dividend as from a particular date,
that Share shall rank for dividend accordingly.
DIVIDENDS NOT IN CASH
Without prejudice to article 69 above, a general meeting declaring a dividend may, upon
the recommendation of the Board, direct that it shall be satisfied wholly or partly by the
distribution of assets and, where any difficulty arises in regard to the distribution, the
Board may settle the same and in particular may issue fractional certificates and fix the
value for distribution of any assets and may determine that cash shall be paid to any
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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
Where a dividend or other sum which is a distribution is payable in respect of a Share, it
must be paid by one or more of the following means, as directed by the payee:
transfer to a bank or building society account specified by the payee in writing;
sending a cheque made payable to the payee by post to the payee to an address specified
by the payee in writing;
sending a cheque made payable to such person by post to such person at such address as
the payee has specified in writing; or
any other means of payment as the payee may specify in writing.
NO INTEREST ON DIVIDENDS
No dividend or other moneys payable in respect of a Share shall bear interest against the
company unless otherwise provided by the rights attached to the Share.
AMOUNTS DUE ON SHARES MAY BE DEDUCTED FROM DIVIDENDS
The Board may deduct from any dividend or other moneys payable to a Member by the
company on or in respect of any Shares all sums of money (if any) presently payable by
him to the company on account of calls or otherwise in respect of Shares of the company.
FORFEITURE OF UNCLAIMED DIVIDENDS
Any dividend which has remained unclaimed for twelve years from the date when it
became due for payment shall, if the directors so resolve, be forfeited and cease to
remain owing by the company.
CAPITALISATION OF PROFITS
POWER TO CAPITALISE RESERVES AND FUNDS
The Board may with the authority of an ordinary resolution of the company:
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);
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 nominal amount equal to that sum, and allot the Shares
or debentures credited as fully paid to those Members, or as they may direct, in those
proportions, or partly in one way and partly in the other; but the share premium account,
the capital redemption reserve, retained earnings and any profits which are not available
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for distribution may, for the purposes of this article, only be applied in paying up Shares
that are then to be allotted and distributed to Members credited as fully paid;
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;
make such provision by the issue of fractional certificates or by payment in cash or
otherwise as they determine in the case of Shares or debentures becoming distributable
under this article in fractions; and
authorise any person to enter on behalf of all the Members concerned into an agreement
with the company providing for the allotment to them respectively, credited as fully paid,
of any Shares or debentures to which they are entitled upon such capitalisation, any
agreement made under such authority being binding on all such Members.
ADMINISTRATIVE ARRANGEMENTS.
RECORD DATES
Notwithstanding any other provision of these Articles, but without prejudice to the rights
attached to any Shares, the company or the directors may fix a date as the record date by
reference to which a dividend will be declared or paid or a distribution, allotment or issue
made, and that date may be before, on or after the date on which the dividend,
distribution, allotment or issue is declared, paid or made. Where such a record date is
fixed, references in these Articles to a Holder of Shares or Member to whom a dividend is
to be paid or a distribution, allotment or issue is to be made shall be construed
accordingly.
COMPANY SEALS
Any Seal may only be used by the authority of the directors.
The directors may decide by what means and in what form any Seal is to be used.
Unless otherwise decided by the directors, if the company has a Seal and it is affixed toa
document, the document must also be signed by at least one authorised person in the
presence of a witness who attests the signature.
For the purposes of this article, an authorised person is:
(i) any director of the company, or
(ii) the Secretary (if any).
INDEMNITY
INDEMNITY OF DIRECTORS
To the extent permitted by the Act, the company may indemnify any director, former
director or Secretary of the company against any liability and may purchase and maintain
for any director, former director or Secretary of the company insurance against any
liability. No director or former director or Secretary of the company shall be accountable to
the company or the Members for any benefit provided pursuant to this article and the
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receipt of any such benefit shall not disqualify any person from being or becoming a
director of the company.
PROVISIONS RELATING TO ARTICLES 7 AND 8
ARTICLES SUBJECT TO RELEVANT LAW
Nothing contained in Articles 7 and 8 shall have effect so as to require the company or
any of the directors to (i) take any action; (ii) omit to take any action; or (iii) procure that
any subsidiary undertaking 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 undertaking, give rise to criminal or civil liability on the part of the company,
such subsidiary undertaking or any of the directors of the company or such subsidiary
undertaking, or any liability on any of the aforesaid for breach of any statutory or common
law duty or requirement (for the purposes of this article 80, a "Relevant Breach").
If a Relevant Breach is capable of ratification by the shareholders of the company or
subsidiary undertaking 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 undertaking or any of their respective
directors), then subject to the shareholders concerned providing a written undertaking to
the company or subsidiary undertaking, 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 80 did not apply in relation thereto.
For the purposes of this article 80, 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 undertaking concerned, having (i) as soon as is reasonably practicable taken
and having had due regard to appropriate legal and/or financial advice, (ii) following the
receipt of such advice, having promptly provided the same to the 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 (iii) where the Special
Shareholder gives notice under article 80.4, 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 80.1 in respect
of any matter, the Special Shareholder has within 7 days of receipt of legal and/or
financial advice pursuant to article 80.3 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 (i) obtain such
advice and (ii) (subject to article 80.1) 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 80 shall fetter any statutory power or remove or alter any obligation
imposed on any person by statute.
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