Exhibit 3.3
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THE COMPANIES ACT 1985 and 1989
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PUBLIC COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
of
R S L COMMUNICATIONS PLC
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PRELIMINARY
1. (a) The Regulations contained in Table A in the Schedule to the Companies
(Tables A to F) Regulations 1985 and 1989 as amended by the Companies (Tables A
to F) (Amendment) Regulations 1985 and 1989 (such Table being hereinafter called
"Table A") shall apply to the Company save in 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 regulations of the Company.
(b) In these Articles the expressions "the Act" means the Companies Xxx
0000 and 1989, 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.
ALLOTMENT OF SHARES
2. (a) 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 paragraphs (b) and (c) 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.
(b) 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 of
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 of the Company in General Meeting.
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(c) 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 paragraph (b) above as if Section 89(1) of the Act did not
apply. This power shall enable the Directors 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.
(d) Save as authorised by the Act, the Company shall not give, whether
directly or indirectly, any financial assistance (as defined in Section 152(1(a)
of the Act) for any such purposes as is specified in Section 151 of the Act.
(e) 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.
SHARES
3. The liability of any Member in default in respect of a call shall be
increased by the addition at the end of the first sentence of Clause 18 in Table
A of the words "and all expenses that may have been incurred by the Company by
reason of such non-payment".
GENERAL MEETINGS AND RESOLUTIONS
4. (a) A notice convening a General Meeting shall be required to specify the
general nature of the business to be transacted only in the case of special
business and Clause 38 in the Table A shall be modified accordingly.
All business shall be deemed special that is transacted at an Extraordinary
General Meeting, and also all that is transacted at an Annual General Meeting,
with the exception of declaring a dividend, the consideration of the accounts,
balance sheets, and the reports of the Directors and Auditors, and the
appointment of, and the fixing of the remuneration of, the Auditors.
(b) 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.
5. (a) Clause 40 in Table A shall be read and construed as if the words "at the
time when the Meeting proceeds to business" were added at the end of the first
sentence.
(b) If a quorum is not present within half an hour form 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 therefore such adjourned General Meeting shall be dissolved.
(c) Clause 41 in Table A shall not apply to the Company.
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APPOINTMENT OF DIRECTORS
6. (a) Clause 64 in Table A shall not apply to the Company.
(b) The maximum number and minimum number respectively of the Directors may
be determined from time to time by Ordinary Resolution in General Meeting of the
Company. 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.
(c) The Directors shall not be required to retire by rotation and Clauses
73 to 80 (inclusive) in Table A shall not apply to the Company.
(d) No person shall be appointed a Director at any General Meeting unless
either:
(i) he is recommended by the Directors; or
(ii) not less than fourteen nor more than thirty-five clear days before the
date appointed for the General Meeting, notice executed 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
executed by that person of his willingness to be appointed.
(e) Subject to paragraph (d) above, the Company may by Ordinary Resolution
in General Meeting appoint any person who is willing to act to be a Director,
either to fill a vacancy or as an additional Director.
(f) 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 paragraph (b) above as the maximum number of
Directors and for the time being in force.
BORROWING POWERS
7. 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.
ALTERNATE DIRECTORS
8. (a) 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 Clause 66 in Table A shall be modified accordingly.
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(b) A Director, or any such other person as is mentioned in Clause 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.
DISQUALIFICATION OF DIRECTORS
9. The office of a Director shall be vacated if he becomes incapable by reason
of illness or injury of managing and administering his property and affairs, and
Clause 81 in Table A shall be modified accordingly.
GRATUITIES AND PENSIONS
10. (a) The Directors may exercise the powers of the Company conferred by Clause
4(f) of the Memorandum of Association of the Company and shall be entitled to
retain any benefit received by them or any of them by reason of the exercise of
any such powers.
(b) Clause 87 in Table A shall not apply to the Company.
PROCEEDINGS OF DIRECTORS
11. (a) 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 as aforesaid
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 to
calculating the quorum present at the meeting.
(b) Clause 94 to 97 (inconclusive) in Table A shall not apply to the
Company.
INDEMNITY
12. (a) Every Director or other officer 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, in which judgement is
given in his favour or in which he is acquitted 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.
(b) Clause 118 in Table A shall not apply to the Company.
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NAMES AND ADDRESSES OF SUBSCRIBERS
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Xxxxxxx Xxxxxx
00 Xx Xxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxx
00 Xx Xxxx Xxxxxx
Xxxxxx XX0X 0XX
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DATED this 25th day of July 1996
WITNESS to the above Signatures:-
Xxxxx X. Xxxxxxx
00 Xx Xxxx Xxxxxx
Xxxxxx XX0X 0XX
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