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FILE COPY
CERTIFICATE OF INCORPORATION
OF A PRIVATE LIMITED COMPANY
Company No. 4138203
The Registrar of Companies for England and Wales hereby certifies that
TRUSHELFCO (NO.2758) LIMITED
is this day incorporated under the Companies Act 1985 as a private
company and that the company is limited.
Given at Companies House, Cardiff, the 10th January 2001
MTA @
THE OFFICIAL SEAL OF THE
*N041382038*
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REGISTRAR OF COMPANIES
Companies House
— forthe record. —
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Please complete in typescript,
or in bold black capitals.
CHWPO000
Company Name in full
\
of
+ Please delete as appropriate.
Deciarant’s signature I
Declared at
On
© Please print name. before me ®
Signed :
Please give the name, address,
telephone number and, if available,
a DX number and Exchange of
the person Companies House should
contact if there is any query.
Declaration on application for registration
2
CET Sas tos I
TRUSHELFCO (NO. 2758) LIMITED
[ELEANOR JANE ZUERCHER
35 BASINGHALL STREET LONDON EC I
do solemnly and sincerely declare that I am a t [Setisiterengagedinthe
tormation-oHhe-companyiperson named as director or secretary of the
company in the statement delivered to the Registrar under section 10 of the
Companies Act 1985] 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.
ONE SILK ‘STREET LONDON EC2
Day Month Year
O¥Io,\I2)0,0) 1)
ROGER PRIAULX
‘pate I ab />//22° !
TA Eommissioner for Oaths or Notary Public or Justice of the Peace or Solicitor
Slaughter and May
35 Basinghall Street London EC2V 5DB
Te!020 7600 1200
DX number 4 4 DX exchange Chancery Lane
l
KNX
itr} “one
COMPANIES HOUSE nami
When you have completed and signed the form please send it to the
Registrar of Companies at:
Companies House, Crown Way, Cardiff, CF143UZ DX 33050 Cardiff
for companies registered in England and Wales
or
Companies House, 37 Castle Terrace, Edinburgh, EH1 2EB
for companies registered in Scotland DX 235 Edinburgh
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Companies House
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Sa ee First directors and secretary and intended situation of
Please complete in typescript, registered offi
or in bold black capitals. gistered office
CHWP000
Notes on completion appear on final page [_ I
Company Name in full (TRUSHELFCO (NO.2758 ) LIMITED
Proposed Registered Ofice (35 Basinghall Street I
(PO Box numbers only, are not acceptable)
Post town IL ondon
County / Region Postexde IEC2V 5DB__I
If the memorandum is delivered by an agent
for the subscriber(s) of the memorandum VA
mark the box opposite and give the agent's
name and address.
Agent's Name ISlaughter and May
adsress [35 Basinghall Street ]
Post town ILondon I
County / Region I Postcode lEC2v 5DB
Number of continuation sheets attached
Please give the name, address,
telephone number and, if available, {Slaughter and May
a DX number and Exchange of 135 Basinghall Street London
the person Companies House should
contact if there is any query. EC2V 5DB Tel 020 7600 1200
DX number 4 4 DX exchange Chancery Lane
1
When you have completed and signed the form please send it to the
Registrar of Companies at:
Companies House, Crown Way, Cardiff, CF14 3UZ DX 33050 Cardiff
SLi for companies registered in England and Wales
COMPANIES an oe
For era Mes MOUEE, 090101 Companies House, 37 Castle Terrace, Edinburgh, EH1 2EB
for companies registered in Scotland DX 235 Edinburgh
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—
Company Secretary (00 notes 1-5)
Company name [
NAME *Style / Title [ *Honours ete
* Voluntary detaits Forename(s)
UL JL
Sumame ITrusec Limited
Previous forename(s)
Previous surname(s)
Address 35 Basinghall Street
Usual residential address
For a corporation, give the
Tegistered or principal office
address. Post town ILondon
County / Region Postcode IEC2V 5DB
Country England
I consent to se to ackaesecielanat Bcameanigenes on page 1
Consent signature GRO ate 4 JAN 9pn4
a RETA —__________]
Director (cee notes 1-5) SECRETARIES i
Please list directors in alphabetical order
NAME —*Style/ Title IMrs. *Honours etc
Forename(s) IEleanor Jane I
Surname IZuercher
Previous forename(s) I
Previous surname(s)
Address I
Usual residential address
For a corporation, give the
registered or principal office
address. Post town I I
County / Recon I
Country I t
Date of birth
Business occupation [Company Secretary
Other directorships
I consent to act as director of the company named on page 1
Consent signature I
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Directors (continued) —(seenotes 1-5)
NAME — ‘Style /Tite [Mrs *Honours ete _
iN
* Voluntary details Forename(s) IDrusilla Charlotte Jane
Surname IRowe
LIL
Previous forename(s)
Previous surname(s)
Address
Usual residential address
For a corporation, give the i
registered or principal office t
address. Post town }
County / Region }
Postcode I!
I
Country \
Day Month Year
__ GRO I
Nationality
Date of birth
Business occupation ISolicitor
Other directorships H
Consent signature :
ate]
This section must be signed by
Either
an agent on behalf Signed
of all subscribers
SLAVENTERK PUD MAY
Orthe subscribers Signed Date
(i.e those who signed r
as members onthe Signed Date!
memorandum of
association). Signed Date
Signed Date I
Signed Date
[
Signed Date
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3.1.
3.2.
3.3.
3.4.
3.5.
The Companies Act 1985 (as Amended)
Company Limited by Shares
Memorandum of Association
of
404
Trushelfco (No.2758) Limited COMPANIES HOUSE 09/01/01
The name of the Company is “TRUSHELFCO (NO.2758) LIMITED”.
The registered office of the Company will be situate in England.
The objects for which the Company is established are:-
To carry on business as a general commercial company and to carry on any trade or
business whatsoever.
To carry on any business, undertaking, transaction or operation commonly carried on
or undertaken by manufacturers, merchants and dealers (both wholesale and retail)
in all or any articles of commercial and personal use and consumption, importers,
exporters, shipowners, bankers, factors, capitalists, promoters, financiers, real
property dealers and investors, concessionaires, brokers, contractors, mercantile and
general agents, advertising agents, publishers, carriers and transporters of all kinds
and to carry on all or any of the said businesses either together as one business or as
separate distinct businesses in any part of the world.
To acquire and assume for any estate or interest and to take options over, construct,
develop or exploit any property, real or personal, and rights of any kind and the
whole or any part of the undertaking, assets and liabilities of any person and to act
and carry on business as a holding company.
To manufacture, process, import, export, deal in and store any goods and other
things and to carry on the business of manufacturers, processers, importers, exporters
and storers of and dealers in any goods and other things.
To acquire and exploit lands, mines and mineral rights and to acquire, explore for
and exploit any natural resources and to carry on any business involving the
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3.6.
3.7.
3.8.
3.9.
3.13.
ownership or possession of land or other immovable property or buildings or
structures thereon and to construct, erect, install, enlarge, alter and maintain
buildings, plant and machinery and to carry on business as builders, contractors and
engineers.
To provide services of all descriptions and to carry on business as advisers,
consultants, brokers and agents of any kind.
To advertise, market and sell the products of the Company and of any other person
and to carry on the business of advertisers or advertising agents or of a marketing
and selling organisation or of a supplier, wholesaler, retailer, merchant or dealer of
any kind.
To provide technical, cultural, artistic, educational, entertainment or business
material, facilities or services and to carry on any business involving any such
provision.
To lend money, and grant or provide credit and financial accommodation, to any
person and to deposit money with any person and to carry on the business of a
banking, finance or insurance company.
To invest money of the Company in any investments and to hold, sell or otherwise
deal with such investments, and to carry on the business of a property or investment
company.
To acquire and carry on any business carried on by a subsidiary or a holding company
of the Company or another subsidiary of a holding company of the Company.
To enter into any arrangements with any government or authority or person and to
obtain from any such government or authority or person any legislation, orders,
rights, privileges, franchises and concessions and to carry out exercise and comply
with the same.
To borrow and raise money and accept money on deposit and to secure or discharge
any debt or obligation in any manner and in particular (without prejudice to the
generality of the foregoing) by mortgages of or charges upon all or any part of the
undertaking, property and assets (present and future) and uncalled capital of the
Company or by the creation and issue of securities.
To enter into any guarantee, contract of indemnity or suretyship and in particular
(without prejudice to the generality of the foregoing) to guarantee, support or secure,
with or without consideration, whether by personal obligation or by mortgaging or
charging all or any part of the undertaking, property and assets (present and future)
and uncalled capital of the Company or by both such methods or in any other
manner, the performance of any obligations or commitments of, and the repayment
or payment of the principal amounts of and any premiums, interest, dividends and
other moneys payable on or in respect of any securities or liabilities of, any person,
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including (without prejudice to the generality of the foregoing) any company which
is for the time being a subsidiary or a holding company of the Company or another
subsidiary of a holding company of the Company or otherwise associated with the
Company.
To amalgamate or enter into partnership or any profit-sharing arrangement with, and
co-operate or participate in any way with or to take over or assume any obligation of,
or to assist or subsidise any person.
To accept, draw, make, create, issue, execute, discount, endorse, negotiate and deal
in bills of exchange, promissory notes, and other instruments and securities, whether
negotiable or otherwise.
To apply for and take out, purchase or otherwise acquire any trade and service marks
and names, designs, patents, patent rights, inventions and secret processes and to
carry on the business of an inventor, designer or research organisation.
To sell, exchange, mortgage, charge, let, grant licences, easements, options,
servitudes and other rights over, and in any other manner deal with or dispose of, all
or any part of the undertaking, property and assets (present and future) of the
Company for any or no consideration and in particular (without prejudice to the
generality of the foregoing) for any securities or for a share of profit or a royalty or
other periodical or deferred payment.
To issue and allot securities of the Company for cash or in payment or part payment
for any real or personal property purchased or otherwise acquired by the Company or
any services rendered to the Company or as security for any obligation or amount
(even if less than the nominal amount of such securities) or for any other purpose.
To give any remuneration or other compensation or reward for services rendered or
to be rendered in placing or procuring subscriptions of, or otherwise assisting in the
issue of any securities of the Company or in or about the formation of the Company
or the conduct or course of its business, and to establish or promote, or concur or
participate in establishing or promoting, any company, fund or trust and to subscribe
for, underwrite, purchase or otherwise acquire securities of any company, fund or
trust and to carry on the business of company, fund, trust or business promoters or
managers and of underwriters or dealers in securities, and to act as director of and as
secretary, manager, registrar or transfer agent for any other company and to act as
trustee of any kind and to undertake and execute any trust and any trust business
(including the business of acting as trustee under wills and settlements and as
executor and administrator).
To pay all the costs, charges and expenses preliminary or incidental to the promotion,
formation, establishment and incorporation of the Company, and to procure the
registration or incorporation of the Company in or under the laws of any place
outside England.
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3.22.
3.24,
3.25.
3.26.
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To grant or procure the grant of donations, gratuities, pensions, annuities,
allowances, or other benefits, including benefits on death to any directors, officers or
employees or former directors, officers or employees of the Company or any company
which at any time is or was a subsidiary or a holding company of the Company or
another subsidiary of a holding company of the Company or otherwise associated
with the Company or of any predecessor in business of any of them, and to the
relations, connections or dependants of any such persons, and to other persons whose
service or services have directly or indirectly been of benefit to the Company or
whom the Board of Directors of the Company considers have any moral claim on the
Company or to their relations, connections or dependants, and to establish or support
any funds, trusts, insurances or schemes or any associations, institutions, clubs,
schools, building and housing schemes, funds and trusts, and to make payments
towards insurances or other arrangements likely to benefit any such persons or
otherwise advance the interests of the Company or of its Members, and to subscribe,
guarantee or pay money for any purpose likely, directly or indirectly, to further the
interests of the Company or of its Members or for any national, charitable,
benevolent, educational, social, public, general or useful object.
To cease carrying on or wind up any business or activity of the Company, and to
cancel any registration of and to wind up or procure the dissolution of the Company
in any state or territory.
To distribute any of the property of the Company among its creditors and Members in
specie or kind.
To do all or any of the things or matters aforesaid in any part of the world and either
as principals, agents, contractors, trustees or otherwise and by or through trustees,
agents or otherwise and either alone or in conjunction with others.
To carry on any other business or activity and do anything of any nature which in the
opinion of the Board of Directors of the Company is or may be capable of being
conveniently carried on or done in connection with the above, or likely directly or
indirectly to enhance the value of or render more profitable all or any part of the
Company’s undertaking property or assets or otherwise to advance the interests of the
Company or of its Members.
To do all such other things as in the opinion of the Board of Directors of the Company
are or may be incidental or conducive to the attainment of the above objects or any of
them.
And it is hereby declared that “company” in this clause, except where used in
reference to this Company, shall include any partnership or other body of persons,
whether incorporated or not incorporated, and whether formed, incorporated,
domiciled or resident in the United Kingdom or elsewhere, “person” shall include
any company as well as any other legal or natural person, “securities” shall include
any fully, partly or nil paid or no par value share, stock, unit, debenture, debenture or
loan stock, deposit receipt, bill, note, warrant, coupon, right to subscribe or convert,
or similar right or obligation, “and” and “or” shall mean “and/or” where the context
so permits, “other” and “otherwise” shall not be construed ejusdem generis where a
wider construction is possible, and the objects specified in the different paragraphs of
this clause shall not, except where the context expressly so requires, be in any way
limited or restricted by reference to or inference from the terms of any other
paragraph or the name of the Company or the nature of any business carried on by
the Company, but may be carried out in as full and ample a manner and shall be
construed in as wide a sense as if each of the said paragraphs defined the objects of a
separate, distinct and independent company.
The liability of the Members is limited.
The share capital of the Company is £100 divided into 100 Shares of £1 each, and the
Company shall have the power to divide the original or any increased capital into
several classes, and to attach thereto any preferential, deferred, qualified or other
special rights, privileges, restrictions or conditions.
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a
We, _ the several persons whose names and addresses are subscribed, are desirous of being
formed into a company, in pursuance of the Memorandum of Association, and we
respectively agree to take the number of shares in the capital of the Company set
opposite our respective names.
NAMES, ADDRESSES AND DESCRIPTIONS. Number of Shares
OF SUBSCRIBERS taken by each
Subscriber
For and on behalf of
TRUCIDATOR NOMINEES LIMITED,
35 Basinghall Street,
London EC2V SDB
For and on behalf of
TREXCO LIMITED,
35 Basinghall Street, Pe ’
London EC2V 5DB
J.S. HAW I
Director “
E.J. ZUERCHER One
Authorised Signatory”
DATED the 4th day of January 2001
WITNESS to the above Signatures:-
R.H. Smith
35 Basinghall Street,
London EC2V 5DB
ARTICLES OF ASSOCIATION
of
TRUSHELFCO (NO.2758) LIMITED
1. Adoption of Table A
In these articles “Table A” means Table A scheduled to the Companies (Tables A to F)
Regulations 1985 as amended prior to the date of incorporation of the company. The
regulations contained in Table A shall, except where they are excluded or modified by
these articles, apply to the company and, together with these articles, shall constitute
the articles of the company. No other regulations set out in any statute concerning
companies, or in any statutory instrument or other subordinate legislation made under
any statute, shall apply as the regulations or articles of the company.
2. Interpretation
Words and expressions which bear particular meanings in Table A shall bear the same
meanings in these articles. References in these articles to writing include references to
any method of representing or reproducing words in a legible and non-transitory form.
Headings are for convenience only and shall not affect construction. 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 such a company.
3. 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
directors may decide. Regulation 2 of Table A shall not apply.
4. Unissued Shares
Subject to the provisions of the Act and to these articles, any unissued shares of the
company (whether forming part of the original or any increased capital) shall be at the
disposal of the directors who may offer, allot, grant options over or otherwise dispose
of them to such persons at such times and for such consideration and upon such terms
and conditions as they may determine.
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72
7.2
7.3
Initial Authority to Issue Relevant Securities
Subject to any direction to the contrary which may be given by the company in
general meeting, the directors are unconditionally authorised to exercise all powers
of the company to allot relevant securities. The maximum nominal amount of
relevant securities that may be allotted under this authority shall be the nominal
amount of the unissued share capital at the date of incorporation of the company or
such other amount as may from time to time be authorised by the company in
general meeting. The authority conferred on the directors by this article shall remain
in force for a period of five years from the date of incorporation of the company but
may be revoked varied or renewed from time to time by the company in general
meeting in accordance with the Act.
Exclusion of Rights to Offers on a Pre-emptive Basis
Section 89(1) of the Act shall not apply to the allotment by the company of any
equity security.
Transfer and Transmission of Shares
The instrument of transfer of a subscriber’s share which is not fully paid need not be
executed by or on behalf of the transferee. Regulation 23 of Table A shall be
modified accordingly.
The directors may, in their absolute discretion and without giving any reason for so
doing, decline to register any transfer of any share, whether or not it is a fully paid
share. Regulation 24 of Table A shall be modified accordingly.
A person who becomes entitled to a share by reason of any event (other than death
or bankruptcy) giving rise to its transmission by operation of law shall have the same
rights of election and other rights as a’ person entitled by transmission to a share as a
consequence of death or bankruptcy. Regulations 30 and 31 of Table A shall be
modified accordingly.
Notice of General Meetings
Notice of every general meeting shall be given to all members other than any who,
under the provisions of these articles or the terms of issue of the shares they hold, are
not entitled to receive such notices from the company, and also to the auditors or, if
more than one, each of them. The last sentence of regulation 38 of Table A shall not
apply.
Proceedings at General Meetings
For all purposes of these articles apart from when the company has only one member,
a general meeting of the company or of the holders of any class of its shares shall be
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10.
11.
12.
13.
valid and effective for all purposes if one person being a duly authorised
representative of two or more corporations each of which is a member entitled to
vote upon the business to be transacted is present. Regulation 40 of Table A shall be
modified accordingly. 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. Regulation 40 of Table A shall be
modified accordingly.
Votes of Members
Ata general meeting, but subject to any rights or restrictions attached to any shares,
on a show of hands every member who (being an individual) is present in person or
(being a corporation) is present by a duly authorised representative and every proxy
for any member (regardless of the number or the holdings of the members for whom
he is a proxy) shall have one vote, and on a poll every member who is present in
person or by proxy shall have one vote for every share of which he is the holder.
Regulation 54 of Table A shall not apply.
Members May Vote When Money Payable by Them
Regulation 57 of Table A shall not apply.
Delivery of Proxies
The instrument appointing a proxy and (if required by the directors) any authority
under which it is executed or a copy of the authority, certified notarially or in some
other manner approved by the directors, may be delivered to the office (or to such
other place or to such person as may be specified or agreed by the directors) before
the time for holding the meeting or adjourned meeting at which the person named in
the instrument proposes to act or, in case of a poll taken subsequently to the date of
the meeting or adjourned meeting, before the time appointed for the taking of the
poll, and an instrument of proxy which is not so delivered shall be invalid. The
directors may at their discretion treat a faxed or other machine made copy of an
instrument appointing a proxy as such an instrument for the purpose of this article.
Regulation 62 of Table A shall not apply.
Alternate Directors
Any director (other than an alternate director) may appoint any other director, or any
other person who is willing to act, to be an alternate director and may remove from
office an alternate director so appointed by him. Regulation 65 of Table A shall not
apply.
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14.
15.
16.
17.
18.
19.
Power to Provide for Employees
The directors may by resolution exercise any power conferred by the Act to make
provision for the benefit of persons employed or formerly employed by the company
or any of its subsidiaries in connection with the cessation or the transfer to any
person of the whole or part of the undertaking of the company or that subsidiary.
Power to Receive Uncalled Moneys
The directors may, if they think fit, receive from any member willing to advance the
same all or any part of the moneys uncalled and remaining unpaid on any shares held
by him.
Delegation of Directors’ Powers
The directors may delegate any of their powers (with power to sub-delegate) to
committees consisting of such person or persons (whether directors or not) as they
think fit. Regulation 72 of Table A shall be modified accordingly and references in
Table A to a committee of directors or to a director as a member of such a committee
shall include a committee established under this article or such person or persons.
Appointment and Removal of Directors by Majority Shareholders
Any member holding, or any members holding in aggregate, a majority in nominal
value of such of the issued share capital for the time being of the company as carries
the right of attending and voting at general meetings of the company may by
memorandum in writing signed by or on behalf of him or them and delivered to the
office or tendered at a meeting of the directors or at a general meeting of the
company at any time and from time to time appoint any person to be a director
(either to fill a vacancy or as an additional director) or remove any director from
office (no matter how he was appointed).
Appointment of Directors by Board
Without prejudice to the powers conferred by any other article, any person may be
appointed a director by the directors, either to fill a vacancy or as an additional
director.
No Age Limit or Share Qualification
No director shall be required to retire or vacate his office, and no person shall be
ineligible for appointment as a director, by reason of his having attained any
particular age. No shareholding qualification for directors shall be required.
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20.
21.
22.
23.
24.
Exclusion of Rotation Requirements and Other Provisions
Regulations 73 to 80 (inclusive) and the last sentence of regulation 84 of Table A
shall not apply.
Disqualification and Removal of Directors
The office of a director shall be vacated not only upon the happening of any of the
events mentioned in regulation 81 of Table A but also if he is removed from office
pursuant to these articles. Regulation 81 of Table A shall be modified accordingly.
Directors’ Gratuities and Pensions
The directors may exercise all the powers of the company to provide benefits, either
by the payment of gratuities or pensions or by insurance or in any other manner
whether similar to the foregoing or not, for any director or former director or the
relations, connections or dependants of any director or former director who holds or
has held any executive office or employment with the company or with any body
corporate which is or has been a subsidiary of the company or with a predecessor in
business of the company or of any such body corporate and may contribute to any
fund and pay premiums for the purchase or provision of any such benefit. No
director or former director shall be accountable to the company or the members for
any benefit provided pursuant to this article and the receipt of any such benefit shall
not disqualify any person from being or becoming a director of the company.
Regulation 87 of Table A shall not apply.
Notice of Board Meetings
Notice of a meeting of the directors 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
Jast 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. Regulation 88 of Table A shall be
modified accordingly.
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 meeting of the board 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
25.
26.
27.
28.
participating is assembled, or, if there is no such group, where the chairman of the
meeting then is.
Resolution in Writing
A resolution in writing executed by all the directors for the time being entitled to
receive notice of a meeting of the board (if that number is sufficient to constitute a
quorum) or by al] the members of a committee for the time being shall be as valid
and effectual as a resolution passed at a meeting of the board or, as the case may be,
of the committee properly called and constituted. The resolution may be contained
in one document or in several documents in like form each executed by one or more
of the directors or members of the committee concerned. 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. Regulation 93 of Table A shall not apply.
Directors May Vote When Interested
A director who to his knowledge is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the company shall declare the
nature of his interest at a meeting of the directors in accordance with the Act.
Subject where applicable to such disclosure, a director shall be entitled to vote in
respect of any contract or proposed contract in which he is interested and if he shall
do so his vote shall be counted and he shall be taken into account in ascertaining
whether a quorum is present. A reference in this article to a contract includes any
transaction or arrangement (whether or not constituting a contract). Regulations 94
and 95 of Table A shall not apply.
Official Seal
The company may exercise all the powers conferred by the Act with regard to having
any official seal and such powers shall be vested in the directors. Subject to the
provisions of the Act, any instrument to which an official seal is affixed shall be
signed by such persons, if any, as the directors may from time to time determine.
Notices
Any notice or other document may be served on or delivered to any member by the
company either personally, or by sending it by post addressed to the member at his
registered address or by fax or telex to a number provided by the member for this
purpose, or by leaving it at his registered address addressed to the member, or by any
other means authorised in writing by the member concerned. In the case of joint
holders of a share, service or delivery of any notice or other document on or to one of
the joint holders shall for all purposes be deemed a sufficient service on or delivery to
all the joint holders. Regulation 112 of Table A shall not apply.
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29,
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Time of Service
Any notice or other document, if sent by the company by post, shall be deemed to
have been served or delivered twenty four hours after posting and, in proving such
service or delivery, it shall be sufficient to prove that the notice or document was
properly addressed, stamped and put in the post. Any notice or other document left
by the company at a registered address otherwise than by post, or sent by fax or telex
or other instantaneous means of transmission, shall be deemed to have been served
or delivered when it was so left or sent. Regulation 115 of Table A shall not apply.
For and on behalf of
TRUCIDATOR NOMINEES LIMITED,
35 Basinghall Street,
London EC2V 5DB
Director }
For and on behalf of
TREXCO LIMITED,
35 Basinghall Street,
London EC2V SDB
E.J. ZUERCHER
Authorised Signatory
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DATED the 4th day of January 2001
WITNESS to the above signatures:-
35 Basinghall Street,
London EC2V 5DB