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FILE COPY
CERTIFICATE OF INCORPORATION
OF A PUBLIC LIMITED COMPANY
Company No. 4074919
The Registrar of Companies for England and Wales hereby certifies that
EXPANDRESERVE PUBLIC LIMITED COMPANY
is this day incorporated under the Companies Act 1985 as a public
company and that the company is limited.
Given at Companies House, Cardiff, the 20th September 2000
CACO
*N04074919L*
‘THE OFFICIAL SEAL OF THE
REGISTRAR OF COMPANIES.
COMPANIES HOUSE
HC008B
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- Printed and supplied by U Ww
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JORDANS
- * 21g Thomas Street Bristol BS1 6.
‘sTelephone: “Fax: ¢ . . . - .
Please complete in typescript, Declaration on application for registration
or in bold black capitals. ©
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CxPenoreseeve PoBuc Lined CoHPARY
Company Name in full
wu
I, I MARK DAVID ANDERSON signing on behalf
of [ swurr INCORPORATIONS LIMITED I
do solemnly and sincerely declare that I am a [Selieterengegedinthe—
formation-efthe-eempany][person named as director or secretary of the
t Please delete as appropriate. company in the statement delivered to the Registrar under section 10 of the
Companies Act 1985]t and that all the requirements of the Companies Act
1985 in respect of the registration of the above company and of matters.
precedent and incidental to it have been complied with.
And I make this solemn Declaration conscientiously believing the same to be
true and by virtue of the Statutory Declarations Act 1835.
Declarant’s signature
Declared at I 21 ST THOMAS STREET BRISTOL BS! 6JS
‘on the im Sep Bex. % I
© Please print name. before me ® I GEORGE KEPPE
Please give the name, address, telephone -
number and, if available, a DX number and JORDANS LIMITED I
xchange of the person Companies House 21 ST THOMAS STREET BRISTOL
should contact if there is any query. I
BS1 63S Tel 0117 923 0600
DX number DX exchange
When you have completed and signed the form please send it to the
Registrar of Companies at:
Companies House, Crown Way, Cardiff, CF4 3UZ DX 33050 Cardiff
for companies registered in England and Wales
or
Companies House, 37 Castle Terrace, Edinburgh, EH1 2EB DX 235 Edinburgh
tor companies registered in Scotland
PUB
COMPANIES HOUSE 14/09/00
JREV/99
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‘ 2,
. (JORDANS
Please complete in typescript,
or in bold black capitals. First directors and secretary and intended situation of
CHFP001 registered office
Notes on completion appear on final page
. [
Company Name in full 5 ANDRESERVE PUBLIC LIMITED COMPANY
Proposed Registered Office I 1 MITCHELL LANE
(PO Box numbers only, are not acceptable)
Post town BRISTOL
County / Region Postcode [BS1 6BU
If the memorandum is delivered by an agent
for the subscriber(s) of the memorandum Xx
mark the box opposite and give the agent's
name and address.
Agent's Name JORDANS LIMITED
Address 27 ST THOMAS STREET
BRISTOL
Post town
BST 6JS
County / Region Postcode
Number of continuation sheets attached
Please give the name, address, JORDANS LIMITED
telephi Ib id, if ilable,
2 DX number and Exchange of [21 ST THOMAS STREET,BRISTOL,
the person Companies House should
contact if there is any query. BS1 6JS
Tel I.
DX number DX exchange
Vhen you have completed and signed the form please send it to the
’egistrar of Companies at:
t Hh Sompanies House, Crown Way, Cardiff, CF14 3UZ DX 33050 Cardiff
Pus MPS: I ‘or companies registered in England and Wales
COMPANIES Hous; . Mag = OF
al tang Companies House, 37 Castle Terrace, Edinburgh, EH1 2EB
for companies registered in Scotland DX 235 Edinburgh
Form revised July 1998
JFLO035a 7Rev 5.4 10/59
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Company ‘Secretary (see notes 1-5)
oe NAME ‘style / Title “Honours etc
Forename(s) I SWIFT INCORPORATIONS LIMITED
* Voluntary details
Surname
Previous forename(s)
Previous surname(s)
Address 21 ST THOMAS STREET
Usual residential address
For a corporation, give the
registered or principal office
address Post town {BRISTOL
County / Region Postcode} BS1 6JS
Country IUnited Kingdom
I consent to actas segfbtary of the company named on page 1
Consent signature I G RO ‘Date 8/09/00
Directors (see notes 1-5) Mien AUYTONZ EYP SIgTARUTY row tnvEORPORATIONS LIMITED
Please list directors in alphabetical order
NAME “Style / Title *Honours etc
Forename(s) IINSTANT COMPANIES LIMITED
Surname
Previous forename(s)
Previous surname(s)
Address 21 ST THOMAS STREET
Usual residential address
For a corporation, give the
Tealstered or principal office Post town BRISTOL
County / Region Postcode IBS1 6JS
Country [United Kingdom
Day Month Year
Date of birth I ; Lio Nationality IUK Registered
Business occupation }COMPANY REGISTRATION AGENT
Other directorships
t as giregtor of the company named on page 1
Consent signature G RO ‘Date 8/09/00 I
enn ~~ AUTTOMZED SIGhAtory OF INS TAN rcomMPAMEStimten-———
JFLOOSSb 7 Rev 5.2 9/98
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Directors (continued) ‘ee notes 1-5)
: NAME *Style / Title * Honours etc
Forename(s)
* Voluntary details
Surname
Previous forename(s) {SWIFT INCORPORATIONS LIMITED
Previous surname(s)
Address 21 ST THOMAS STREET
Usual residential address
For a corporation, give the
registered or principal office Post town [BRISTOL
County / Region Postcode I BS1 6JS
Country IUnited Kingdom
Day Month Year
Date of birth i I tb Nationality IUK Registered
Business occupation ICOMPANY REGISTRATION AGENT
Other directorships
I consent to act asffrector of the company named on page 1
Consent signature G RO ‘Date 8/09/00
This section is signed by T i
an agent on behalf of all Signed) ; GRO {Date 8/09/00
subscribers :
(Authorised Signatory)
JFLOO35c / Rev 5.4 10/99
EEE _EEEeee<—_I
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‘ THE COMPANIES ACTS 1985 to 1989
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
EXPANDRESERVE PUBLIC LIMITED COMPANY
EGALRTHVE
COMPANIES HOUSE sang
0080
1. The Company's name is "EXPANDRESERVE PUBLIC LIMITED
COMPANY".
2. The Company is to be a public company.
3. The Company's registered office is to be situated in England and Wales.
4. The Company's objects are:-
4.1.1 To carry on all or any of the businesses of general merchants and
traders, cash and credit traders, manufacturers’ agents and representatives,
insurance brokers and consultants, estate and advertising agents, mortgage
brokers, financial agents, advisers, managers and administrators, hire purchase
and general financiers, brokers and agents, commission agents, importers and
exporters, manufacturers, retailers, wholesalers, buyers, sellers, distributors and
shippers of, and dealers in all products, goods, wares, merchandise and produce
of every description, to participate in, undertake, perform and carry on all kinds of
commercial, industrial, trading and financial operations and enterprises; to carry
on all or any of the businesses of marketing and business consultants, advertising
agents and contractors, general storekeepers, warehousemen, discount traders,
mail order specialists, railway, shipping and forwarding agents, shippers, traders,
capitalists and financiers either on the Company's own account or otherwise,
printers and publishers; haulage and transport contractors, garage proprietors,
operators, hirers and letters on hire of, and dealers in motor and other vehicles,
craft, plant, machinery, tools and equipment of all kinds; and to purchase or
otherwise acquire and take over any businesses or undertakings which may be
deemed expedient, or to become interested in, and to carry on or dispose of,
remove or put an end to the same or otherwise deal with any such businesses or
undertakings as may be thought desirable.
4.1.2 To carry on the business of an investment company in all its branches,
and to acquire by purchase, lease, concession, grant, licence or otherwise such
businesses, options, rights, privileges, lands, buildings, leases, underleases,
stocks, shares, debentures, debenture stock, bonds, obligations, securities,
Fie I
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reversionary interests, annuities, policies of assurance and other property and
sights and interests in property as the Company shall deem fit and generally to
hold, manage, develop, lease, sell or dispose of the same and to vary any of the
investments of the Company, to act as trustees of any deeds constituting or
securing any debentures, debenture stock or other securities or obligations.
4.1.3 To carry on any other trade or business whatever which can in the
opinion of the board of directors be advantageously carried on in connection with
or ancillary to any of the businesses of the Company.
4.2 To purchase or by any other means acquire and take options over any
property whatever, and any rights or privileges of any kind over or in respect of
any property.
4.3 To apply for, register, purchase, or by other means acquire and protect,
prolong and renew, whether in the United Kingdom or elsewhere, any trade
marks, patents, copyrights, trade secrets, or other intellectual property rights,
licences, secret processes, designs, protections and concessions and to disclaim,
alter, modify, use and turn to account and to manufacture under or grant licences
or privileges in respect of the same, and to expend money in experimenting upon,
testing and improving any patents, inventions or rights which the Company may
acquire or propose to acquire.
4.4 To acquire or undertake the whole or any part of the business, goodwill,
and assets of any person, firm, or company carrying on or proposing to carry on
any of the businesses which the Company is authorised to carry on and as part of
the consideration for such acquisition to undertake all or any of the liabilities of
such person, firm or company, or to acquire an interest in, amalgamate with, or
enter into partnership or into any arrangement for sharing profits, or for co-
operation, or for mutual assistance with any such person, firm or company, or for
subsidising or otherwise assisting any such person, firm or company, and to give
or accept, by way of consideration for any of the acts or things aforesaid or
property acquired, any shares, debentures, debenture stock or securities that may
be agreed upon, and to hold and retain, or sell, mortgage and deal with any
shares, debentures, debenture stock or securities so received.
4.5 To improve, manage, construct, repair, develop, exchange, let on lease
or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences,
options, rights and privileges in respect of, or otherwise deal with all or any part
of the property and rights of the Company.
4.6 To invest and deal with the moneys of the Company not immediately
required in such manner as may from time to time be determined and to hold or
otherwise deal with any investments made.
4.7 To lend and advance money or give credit on any terms and with or
without security to any person, firm or company (including without prejudice to
the generality of the foregoing any holding company, subsidiary or fellow
subsidiary of, or any other company associated in any way with, the Company),
to enter into guarantees, contracts of indemnity and suretyships of all kinds, to
receive money on deposit or loan upon any terms, and to secure or guarantee in
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any manner and upon any terms the payment of any sum of money or the
performance of any obligation by any person, firm or company (including without
prejudice to the generality of the foregoing any such holding company, subsidiary,
fellow subsidiary or associated company as aforesaid).
4.8 To borrow and raise money in any manner and to secure the repayment
of any money borrowed, raised or owing by mortgage, charge, standard security,
lien or other security upon the whole or any part of the Company's property or
assets (whether present or future), including its uncalled capital, and also by a
similar mortgage, charge, standard security, lien or security to secure and
guarantee the performance by the Company of any obligation or liability it may
undertake or which may become binding on it.
4.9 To draw, make, accept, endorse, discount, negotiate, execute and issue
cheques, bills of exchange, promissory notes, bills of lading, warrants,
debentures, and other negotiable or transferable instruments.
4.10 To apply for, promote, and obtain any Act of Parliament, order, or
licence of the Department of Trade or other authority for enabling the Company to
carry any of its objects into effect, or for effecting any modification of the
Company's constitution, or for any other purpose which may seem calculated
directly or indirectly to promote the Company's interests, and to oppose any
proceedings or applications which may seem calculated directly or indirectly to
prejudice the Company's interests.
4.11 To enter into any arrangements with any government or authority
(supreme, municipal, local, or otherwise) that may seem conducive to the
attainment of the Company's objects or any of them, and to obtain from any such
government or authority any charters, decrees, rights, privileges or concessions
which the Company may think desirable and to carry out, exercise, and comply
with any such charters, decrees, rights, privileges, and concessions.
4.12 To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal
with and dispose of, place and underwrite shares, stocks, debentures, debenture
stocks, bonds, obligations or securities issued or guaranteed by any other
company constituted or carrying on business in any part of the world, and
debentures, debenture stocks, bonds, obligations or securities issued or
guaranteed by any government or authority, municipal, local or otherwise, in any
part of the world.
4.13 To control, manage, finance, subsidise, co-ordinate or otherwise assist
any company or companies in which the Company has a direct or indirect
financial interest, to provide secretarial, administrative, technical, commercial and
other services and facilities of all kinds for any such company or companies and
to make payments by way of subvention or otherwise and any other
arrangements which may seem desirable with respect to any business or
operations of or generally with respect to any such company or companies.
4.14 To promote any other company for the purpose of acquiring the whole
or any part of the business or property or undertaking or any of the liabilities of
the Company, or of undertaking any business or operations which may appear
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likely to assist or benefit the Company or to enhance the value of any property or
business of the Company, and to place or guarantee the placing of, underwrite,
subscribe for, or otherwise acquire all or any part of the shares or securities of
any such company as aforesaid.
4.15 To sell or otherwise dispose of the whole or any part of the business or
property of the Company, either together or in portions, for such consideration as
the Company may think fit, and in particular for shares, debentures, or securities
of any company purchasing the same.
4.16 To act as agents or brokers and as trustees for any person, firm or
company, and to undertake and perform sub-contracts.
4.17 To remunerate any person, firm or company rendering services to the
Company either by cash payment or by the allotment of shares or other securities
of the Company credited as paid up in full or in part or otherwise as may be
thought expedient.
4.18 To distribute among the members of the Company in kind any property
of the Company of whatever nature.
4.19 To pay all or any expenses incurred in connection with the promotion,
formation and incorporation of the Company, or to contract with any person, firm
or company to pay the same, and to pay commissions to brokers and others for
underwriting, placing, selling, or guaranteeing the subscription of any shares or
other securities of the Company.
4.20 To support and subscribe to any charitable or public object and to
support and subscribe to any institution, society, or club which may be for the
benefit of the Company or its directors or employees, or may be connected with
any town or place where the Company carries on business; to give or award
pensions, annuities, gratuities, and superannuation or other allowances or benefits
or charitable aid and generally to provide advantages, facilities and services for
any persons who are or have been directors of, or who are or have been
employed by, or who are serving or have served the Company, or any company
which is a subsidiary of the Company or the holding company of the Company or
a fellow subsidiary of the Company or the predecessors in business of the
Company or of any such subsidiary, holding or fellow subsidiary company and to
the wives, widows, children and other relatives and dependants of such persons;
to make payments towards insurance including insurance for any director, officer
or auditor against any liability in respect of any negligence, default, breach of duty
or breach of trust (so far as permitted by law); and to set up, establish, support
and maintain superannuation and other funds or schemes (whether contributory or
non-contributory) for the benefit of any of such persons and of their wives,
widows, children and other relatives and dependants; and to set up, establish,
support and maintain profit sharing or share purchase schemes for the benefit of
any of the employees of the Company or of any such subsidiary, holding or fellow
subsidiary company and to lend money to any such employees or to trustees on
their behalf to enable any such schemes to be established or maintained.
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4.21 Subject to and in accordance with the provisions of the Act {if and so
far as such provisions shall be applicable) to give, directly or indirectly, financial
assistance for the acquisition of shares or other securities of the Company or of
any other company or for the reduction or discharge of any liability incurred in
respect of such acquisition.
4.22 To procure the Company to be registered or recognised in any part of
the world.
4.23 To do all or any of the things or matters aforesaid in any part of the
world and either as principals, agents, contractors or otherwise, and by or through
agents, brokers, sub-contractors or otherwise and either alone or in conjunction
with others.
4.24 To do all such other things as may be deemed incidental or conducive to
the attainment of the Company's objects or any of them.
4.25 AND so that:-
4.25.1 None of the objects set forth in any sub-clause of this clause shall be
restrictively construed but the widest interpretation shall be given to each such
object, and none of such objects shall, except where the context expressly so
requires, be in any way limited or restricted by reference to or inference from any
other object or objects set forth in such sub-clause, or by reference to or
inference from the terms of any other sub-clause of this clause, or by reference to
or inference from the name of the Company.
4.25.2 None of the sub-clauses of this clause and none of the objects therein
specified shall be deemed subsidiary or ancillary to any of the objects specified in
any other such sub-clause, and the Company shall have as full a power to
exercise each and every one of the objects specified in each sub-clause of this
clause as though each such sub-clause contained the objects of a separate
Company.
4.25.3. The word "company" in this clause, except where used in reference to
the Company, shall be deemed to include any partnership or other body of
persons, whether incorporated or unincorporated and whether domiciled in the
United Kingdom or elsewhere.
4.25.4 In this clause the expression "the Act" means the Companies Act 1985,
but so that any reference in this clause to any provision of the Act shall be
deemed to include a reference to any statutory modification or re-enactment of
that provision for the time being in force.
5. The liability of the members is limited.
6. The Company's share capital is £100,000 divided into 100,000 shares
of £1 each.
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WE, the subscribers to this Memorandum of Association, wish to be formed into a
Company pursuant to this Memorandum; and we agree to take the number of
shares shown opposite our respective names.
Names and addresses of Subscribers Number of shares taken
by each Subscriber
1. For and on behalf of i / One
Instant Companies Limited I \
1 Mitchell Lane I I
Bristol BS1 6BU : i
2. For and on behalf of
Swift Incorporations
1 Mitchell Lane
Bristol BS1 6BU
Total shares taken - Two
Dated 8 September 2000
Witness to the above Signatures:- Glenys Copeland
1 Mitchel) Lane
G RO I Bristol BS1 6BU
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“THE COMPANIES ACTS 1985 to 1989
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
EXPANDRESERVE PUBLIC LIMITED COMPANY
1. PRELIMINARY
1.1 The regulations contained in Table A in the Schedule to the Companies
(Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended by the
Companies (Tables A to F) (Amendment) Regulations 1985 (SI 1985 No. 1052)
(such Table being hereinafter called "Table A") shall apply to the Company save in I
so far as they are excluded or varied hereby and such regulations (save as so
excluded or varied) and the Articles hereinafter contained shall be the Articles of
Association of the Company. I
1.2 In these Articles the expression “the Act" means the Companies Act
1985, but so that any reference in these Articles to any provision of the Act shall
be deemed to include a reference to any statutory modification or re-enactment of
that provision for the time being in force.
2. ALLOTMENT OF SHARES
2.1 Shares which are comprised in the authorised but unissued share capital
of the Company shall be under the control of the directors who may (subject to
sections 80 and 89 of the Act and to Articles 2.2 and 2.3 below) allot, grant
options over or otherwise dispose of the same, to such persons, on such terms
and in such manner as they think fit.
2.2 The directors are generally and unconditionally authorised for the
purposes of section 80 of the Act to exercise any power of the Company to allot
and grant rights to subscribe for or convert securities into shares of the Company
up to the amount of the authorised share capital with which the Company is
incorporated at any time or times during the period of five years from the date of
incorporation and the directors may, after that period, allot any shares or grant
any such rights under this authority in pursuance of an offer or agreement so to
do made by the Company within that period. The authority hereby given may at
any time (subject to the said section 80) be renewed, revoked or varied by
ordinary resolution.
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2.3 The directors are empowered to allot and grant rights to subscribe for or
convert securities into shares of the Company pursuant to the authority conferred
under Article 2.2 above as if section 89{1) of the Act did not apply. This power
shall enable the directors so to allot and grant rights to subscribe for or convert
securities into shares of the Company after its expiry in pursuance of an offer or
agreement so to do made by the Company before its expiry.
2.4 Save as authorised by the Act, the Company shall not give, whether
directly or indirectly, any financial assistance for the acquisition of shares or other
securities of the Company or of its holding company (as defined by Section 736
of the Act).
2.5 Save as permitted by section 101(2) of the Act, no shares of the
Company shall be allotted except as paid up at least as to one quarter of their
nominal value and the whole of any premium.
3. SHARES
3.1 The liability of any member in default in respect of a call shail be
increased by the addition at the end of the first sentence of regulation 18 in Table
A of the words "and all expenses that may have been incurred by the Company
by reason of such non-payment”.
4. GENERAL MEETINGS AND RESOLUTIONS
4.1 Every notice convening a general meeting shall comply with the
provisions of section 372(3) of the Act as to giving information to members in
regard to their right to appoint proxies; and notices of and other communications
relating to any general meeting which any member is entitled to receive shall be
sent to the directors and to the auditors for the time being of the Company.
4.2.1 If a quorum is not present within half an hour from the time appointed
for a general meeting the general meeting shall stand adjourned to the same day
in the next week at the same time and place or to such other day and at such
other time and place as the directors may determine; and if at the adjourned
general meeting a quorum is not present within half an hour from the time
appointed therefor such adjourned general meeting shall be dissolved.
4.2.2 Regulation 41 in Table A shall not apply to the Company.
4.3 Resolutions under section 303 of the Act for the removal of a director
before the expiration of his period of office and under section 391 of the Act for
the removal of an auditor before the expiration of his period of office shall only be
considered by the Company in general meeting. Regulation 53 in Table A shall be
read and construed accordingly.
4.4 A member present at a meeting by proxy shall be entitled to speak at
the meeting and shall be entitled to one vote on a show of hands. In any case
where the same person is appointed proxy for more than one member he shall on
a show of hands have as many votes as the number of members for whom he is
proxy. Regulation 54 in Table A shall be modified accordingly.
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4.5 Unless resolved by ordinary resolution that regulation 62 in Table A shall
apply without modification, the instrument appointing a proxy and any authority
under which it is executed or a copy of such authority certified notarially or in
some other way approved by the directors may be deposited at the place
specified in regulation 62 in Table A up to the commencement of the meeting or
(in any case where a poll is taken otherwise than at the meeting) of the taking of
the poll or may be handed to the chairman of the meeting prior to the
commencement of the business of the meeting.
5. APPOINTMENT OF DIRECTORS
5.1.1 Regulation 64 in Table A shali not apply to the Company.
5.1.2 The maximum number and minimum number respectively of the
directors may be determined from time to time by ordinary resolution. Subject to
and in default of any such determination there shall be no maximum number of
directors and the minimum number of directors shall be two.
5.2 The directors shall not be required to retire by rotation and regulations
73 to 80 (inclusive) in Table A shall not apply to the Company.
5.3 No person shall be appointed a director at any general meeting unless
either:-
(a) he is recommended by the directors; or
(b) not less than 14 nor more than 35 clear days before the date
appointed for the general meeting, notice signed by a member qualified to vote at
the general meeting has been given to the Company of the intention to propose
that person for appointment, together with notice signed by that person of his
willingness to be appointed.
5.4.1 Subject to Article 5.3 above, the Company may by ordinary resolution
appoint any person who is willing to act to be a director, either to fill a vacancy or
as an additional director.
5.4.2 The directors 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
determined in accordance with Article 5.1.2 above as the maximum number of
directors and for the time being in force.
6. BORROWING POWERS
6.1 The directors may exercise all the powers of the Company to borrow
money without limit as to amount and upon such terms and in such manner as
they think fit, and subject (in the case of any security convertible into shares) to
section 80 of the Act to grant any mortgage, charge or standard security over its
undertaking, property and uncalled capital, or any part thereof, and to issue
debentures, debenture stock, and other securities whether outright or as security
for any debt, liability or obligation of the Company or of any third party.
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7. ALTERNATE DIRECTORS
71 Unless otherwise determined by the Company in general meeting by
ordinary resolution an alternate director shall not be entitled as such to receive
any remuneration from the Company, save that he may be paid by the Company
such part (if any) of the remuneration otherwise payable to his appointor as such
appointor may by notice in writing to the Company from time to time direct, and
the first sentence of regulation 66 in Table A shall be modified accordingly.
7.2 A director, or any such other person as is mentioned in regulation 65 in
Table A, may act as an alternate director to represent more than one director, and
an alternate director shall be entitled at any meeting of the directors or of any
committee of the directors to one vote for every director whom he represents in
addition to his own vote (if any) as a director, but he shall count as only one for
the purpose of determining whether a quorum is present.
8. GRATUITIES AND PENSIONS
8.1.1 The directors may exercise the powers of the Company conferred by its
Memorandum of Association in relation to the payment of pensions, gratuities and
other benefits and shall be entitled to retain any benefits received by them or any
of them by reason of the exercise of any such powers.
8.1.2 Regulation 87 in Table A shall not apply to the Company.
9. PROCEEDINGS OF DIRECTORS
9.1.1 A director may vote, at any meeting of the directors or of any
committee of the directors, on any resolution, notwithstanding that it in any way
concerns or relates to a matter in which he has, directly or indirectly, any kind of
interest whatsoever, and if he shall vote on any such resolution his vote shall be
counted; and in relation to any such resolution as aforesaid he shall (whether or
not he shall vote on the same) be taken into account in calculating the quorum
present at the meeting.
9.1.2 Each director shall comply with his obligations to disclose his interest in
contracts under section 317 of the Act.
9.1.3 Regulations 94 to 97 (inclusive) in Table A shall not apply to the
Company.
10. THE SEAL
10.1 lf the Company has a seal it shall only be used with the authority of the
directors or of a committee of directors. The directors may determine who shall
sign any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a director and by the secretary or second
director. The obligation under regulation 6 of Table A relating to the sealing of
share certificates shall apply only if the Company has a seal. Regulation 101 in
Table A shall not apply to the Company.
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10.2 The Company may exercise the powers conferred by section 39 of the
Act with regard to having an official seal for use abroad, and such powers shall
be vested in the directors.
11, NOTICES
11.1 Without prejudice to regulations 112 to 116 inclusive in Table A, the
Company may give notice to a member by electronic means provided that:-
11.1.1. the member has given his consent in writing to receiving notice
communicated by electronic means and in such consent has set out an address to
which the notice shall be sent by electronic means; and
11.1.2 the electronic means used by the Company enables the member
concerned to read the text of the notice.
11.2 A notice given to a member personally or in a form permitted by Article
11.1 above shall be deemed to be given on the earlier of the day on which it is
delivered personally and the day on which it was despatched by electronic means,
as the case may be.
11.3 Regulation 115 in Table A shall not apply to a notice delivered
personally or in a form permitted by Article 11.1 above.
11.4 In this article "electronic" means actuated by electric, magnetic, electro-
magnetic, electro-chemical or electro-mechanical energy and “by electronic
means" means by any manner only capable of being so actuated.
12. INDEMNITY
12.4 Every director or other officer or auditor of the Company shall be
indemnified out of the assets of the Company against all losses or liabilities which
he may sustain or incur in or about the execution of the duties of his office or
otherwise in relation thereto, including any liability incurred by him in defending
any proceedings, whether civil or criminal, or in connection with any application
under section 144 or section 727 of the Act in which relief is granted to him by
the Court, and no director or other officer shall be liable for any loss, damage or
misfortune which may happen to or be incurred by the Company in the execution
of the duties of his office or in relation thereto. But this Article shall only have
effect in so far as its provisions are not avoided by section 310 of the Act.
12.2 The directors shall have power to purchase and maintain for any
director, officer or auditor of the Company insurance against any such liability as
is referred to in section 310(1) of the Act.
12.3 Regulation 118 in Table A shall not apply to the Company.
PLCRM97
RMG00000266
RMG00000266
Names and addresses of Subscribers
1. For and on behalf of ; G RO
Instant Companies Limited H I
1 Mitchell Lane
Bristol BS1 6BU
2. For and on behalf of I
Swift Incorporations Limited :
1 Mitchell Lane
Bristol BS1 6BU
Dated 8 September 2000
Glenys Copeland
1 Mitchell Lane
Bristol BS1 6BU
Wit