Company No: 102498
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Company Limited by Shares
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MEMORANDUM
-and-
ARTICLES OF ASSOCIATION
-of-
BP p.l.c.
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Incorporated April 14th, 1909
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Company Limited by Shares
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Memorandum of Association
of
BP p.l.c.
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1. The name of the Company is "BP p.l.c."(see note 1)
2. The Company is to be a public company.
3. The Registered Office of the Company will be situate in England.
4. The objects for which the Company is established are:-
(A) To enter into and carry into effect, with such modifications (if any)
as may be agreed upon, the agreement with The Concessions Syndicate,
Limited, The Burmah Oil Company, Limited, and Xxxx Xxxxxxxxxx and
Mount Royal, mentioned in Clause 3 of the Company's Articles of
Association.(see note 2)
(B) To purchase, take on lease or license, or otherwise acquire any
petroleum or oil-bearing lands in Persia or in any other part of the
world, or any interest in any such lands, or any rights of or
connected with the getting or winning of any natural gas, petroleum or
other oil, bitumen, asphalte or ozokerite, or other similar
substances, and to sink xxxxx, to make borings and otherwise to search
for, obtain, exploit, develop, render suitable for trade, carry away
and sell petroleum and other mineral oils, natural gas, asphalte,
ozokerite, or other similar substances and products thereof, and other
fuels.
(C) To carry on all or any of the businesses of dealers in and refiners of
petroleum and other mineral oils, natural gas, asphalte, and
ozokerite, or other similar substances and products thereof, and other
fuels, mine owners, merchants, carriers, wharfingers, manufacturers,
shipowners, shipbuilders, barge owners, lightermen, factors and
brokers in all or any of their respective branches, and to treat or
turn to account in any other manner any natural gas, petroleum or
other oils, asphalte, or any products thereof, or any other fuel.
(D) To acquire, work and dispose of and deal in any mines, metals,
minerals, mineral wax, clay and other like substances, and to acquire,
produce by cultivation, manufacture, treat, deal in or otherwise turn
to account any mineral, vegetable or mineral products.
(E) To acquire, construct, improve, maintain, work, manage, carry out or
control any roads, ways, tramways, railways, docks, wharves, piers,
bridges, viaducts, aqueducts, canals, watercourses, tanks, xxxxx,
reservoirs, stations and pump services, accumulation services and
distribution services, pipes, pipe lines, and other apparatus in
connection with oil, gas, bitumen, asphalte and ozokerite, and other
similar substances, telegraphs, telephones, gasworks, electric
lighting and power works, factories, workshops, warehouses, shops,
stores, fuel stores, fuel stations, guard towers, dwelling-houses, and
other buildings, works and conveniences which may seem calculated
directly or indirectly to advance the Company's interests, and to
contribute to, subsidise or otherwise assist or take part in the
construction, improvement, maintenance, working, management, carrying
out or control thereof, and to take any lease or enter into any
working agreement in respect thereof.
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1. The company was incorporated on April 14, 1909 as Anglo-Persian Oil Company
Limited. The name was changed to Anglo-Iranian Oil Company Limited on June
28, 1935 and to The British Petroleum Company Limited on December 17, 1954.
On January 4, 1982 the Company was re-registered as a public company in
accordance with the Companies Act 1980. The name was changed to BP p.l.c.
on May 1, 2001.
2. This refers to Clause 3 of the original Articles of Association. Being
obsolute the clause has been omitted from the Articles of Association since
July 26, 1949 when the original Articles of Association were replaced.
(F) To purchase, build, charter, affreight, hire and let out for hire, or
for chartering and affreightment, and to otherwise obtain the
possession of, and use and dispose of, and employ or turn to account
ships, lighters, launches, boats and vessels of all kinds (including
tank vessels), and locomotives, wagons, tank cars and other rolling
stock, and to otherwise provide for the conveyance of oil, gas,
asphalte, ozokerite and movable property of all kinds, and to purchase
or otherwise acquire any shares or interests in any ships or vessels,
or in any companies possessed of or interested in any ships or
vessels.
(G) To clear, manage, farm, cultivate, irrigate and otherwise work or use
any lands over which for the time being the Company has any rights,
and to dispose of or otherwise deal with any farm or other products of
any such lands, and to lay out sites for and establish permanent
camps, towns and villages on any such lands.
(H) To equip expeditions and employ experts, agents and others for the
purpose of searching for, acquiring, working, proving, and developing
lands and others and concessions, licences, rights, powers and
privileges suitable for the purposes of the Company.
(I) To carry on business as concessionaires, capitalists and financiers,
and to undertake, carry on and execute any kinds of financial,
commercial, trading, trust, exploitation, agency and other operations,
and to advance or provide money, with or without security, to
concessionaires, inventors, patentees and others, for the purpose of
improving and developing, or assisting to improve and develop, any
concessions, lands or others, or of experimenting, testing or
developing any invention, design or process, industrial or otherwise.
(J) To carry on as principals, or agents, any branch of agricultural,
manufacturing, metallurgical, chemical or mercantile business for
which the Company's properties, buildings, and employees may be
conveniently applicable.
(K) To subsidise, or contribute to, or otherwise assist in, or take part
in, the construction, maintenance, improvement, management, working,
control or superintendence of any operations or works or buildings
useful or expedient or convenient or adaptable for the purposes of the
Company which may be constructed by or may belong to or be worked by
or be under the control or superintendence of others.
(L) To manufacture, buy, sell, treat and deal in all kinds of commodities,
substances, materials, articles and things necessary or useful for
carrying on any of the businesses of the Company, or in or for any of
the operations of the Company.
(M) To purchase, lease or otherwise acquire, and to confer and grant
rights of way, light and water and other rights, easements or
privileges in favour of the Company or its properties or any of them,
or over or affecting the Company's properties or any of them.
(N) To guarantee payment of any moneys by, or the performance of any
contracts, liabilities, obligations or engagements of any company,
corporation or person, with, or to any other company, corporation or
person; and to become liable or responsible for money; and to grant
guarantees and indemnities of every description; and to undertake
obligations of every description.
(O) To indemnify and secure any person (including any officers of this
Company) or company against debt or liability incurred to him or them
by this Company, or undertaken by him or them for or on behalf of this
Company, or against any costs, losses or expenses in connection with
any of the affairs or businesses of this Company, and to issue to any
such person or company, by way of indemnity or security, any shares,
or grant in their favour or give them any securities, which this
Company has power to issue, grant or give.
(P) To pay all printing, legal and other costs, charges and expenses
incidental to or connected with the promotion, formation and
incorporation of the Company (whether of a preliminary nature or not),
and the purchase or acquisition of any properties, businesses, rights
and others acquired or to be acquired for the purposes of the Company
and the carrying of any of its objects into effect; and to remunerate
any person or company for services rendered or to be rendered in
placing, or assisting in placing, or obtaining subscriptions for, any
shares or stocks or securities of this Company, or of any company to
be promoted by this Company, or in arranging loans for this Company,
or any company to be promoted by it, or in relation to the formation
or promotion of this Company, or of any company to be promoted by this
Company, or otherwise in relation to the businesses or objects of this
Company; and to adopt all acts and preliminary arrangements in
reference to all or any of these matters.
(Q) To carry on any other businesses which may seem to the Company capable
of being conveniently carried on in connection with any business which
the Company is authorised to carry on, or may seem to the Company
calculated directly or indirectly to benefit this Company, or to
enhance the value of or render profitable any of the Company's
properties or rights.
(R) To acquire and carry on all or any part of the business or property,
and to undertake any liabilities of any person, firm, association or
company possessed of property suitable for any of the purposes of this
Company, or carrying on any business which this Company is authorised
to carry on, and as the consideration for the same to pay cash or to
issue any shares, stocks or obligations of this Company.
(S) To enter into partnership or into any arrangement for sharing profits,
union of interest, joint adventure, reciprocal concessions or
co-operation with any person or company carrying on, engaged in, or
about to carry on or engage in, any business or transaction which the
Company is authorised to carry on or engage in, or any business or
transaction capable of being conducted so as directly or indirectly to
benefit this Company, and to take or otherwise acquire and hold, sell,
re-issue or otherwise deal with the shares or stock in or securities
or obligations of, and to subsidise or otherwise assist any such
company, and to guarantee the principal or interest of any such
securities or obligations, or any dividends upon any such shares or
stock.
(T) To purchase, take on lease or in exchange, hire or otherwise acquire
any real or personal property, rights or privileges which the Company
may think suitable or convenient for any purposes of its business; and
to erect and construct buildings and works of all kinds.
(U) To apply for, purchase or otherwise acquire any patents, licenses and
the like, conferring an exclusive or non-exclusive or limited right to
use, or any secret or other information as to any invention which may
seem capable of being used for any of the purposes of the Company, or
the acquisition of which may seem calculated directly or indirectly to
benefit this Company, and to use, exercise, develop, grant licenses in
respect of, or otherwise turn to account the rights and information so
acquired.
(V) To purchase, subscribe for or otherwise acquire, and to hold the
shares, stocks or obligations of any company, in the United Kingdom or
elsewhere, and upon a distribution of assets or division of profits to
distribute any such shares, stocks or obligations amongst the Members
of this Company in kind.
(W) To borrow or raise or secure the payment of money, and for those or
other purposes to mortgage or charge the undertaking and all or any
part of the property and rights of the Company, present or after
acquired, including uncalled capital, and to create, issue, make,
draw, accept and negotiate perpetual or redeemable debentures or
debenture stock, bonds or other obligations, bills of exchange,
promissory notes or other negotiable instruments.
(X) To sell, let, develop, dispose of or otherwise deal with the
undertaking and property of the Company, or any part thereof or share
or interest therein, upon any terms, with power to accept as the
consideration any shares, stocks or obligations of or interest in any
other company.
(Y) To allow or cause the legal estate and interest in any businesses or
property acquired, established or carried on by the Company, to remain
or be vested or registered in the name of or carried on by any foreign
company or companies, formed or to be formed, or persons, either upon
trust for or as agents or nominees of this Company.
(Z) To pay out of the funds of the Company all expenses which the Company
may lawfully pay of or incident to the formation, registration and
advertising of or raising money for the Company and the issue of its
capital, including brokerage and commissions for obtaining
applications for or taking, placing or underwriting shares, debentures
or debenture stock, and to apply at the cost of the Company to
Parliament for any extension of the Company's powers.
(AA) To enter into any arrangement with any governments or authority,
supreme, municipal, local or otherwise, and to obtain from any such
government or authority any rights, concessions and privileges that
may seem conducive to the Company's objects or any of them.
(BB) To procure the Company to be domiciled, registered and recognised in
accordance with the laws and constitution of Persia, and any other
country or place, and to take such steps and do such acts and things
as may be necessary or expedient to give the Company the same rights
and privileges in Persia, or in any other place or country outside the
United Kingdom as may be possessed by local companies or partnerships
of a similar nature.
(CC) To establish and support, or aid in the establishment and support of
associations, institutions and conveniences calculated to benefit any
of the employees or ex-employees of the Company, or the dependents or
connections of such persons, and to grant pensions and allowances, and
to make payments towards insurance, and to subscribe or guarantee
money for charitable or benevolent objects, or for any exhibition, or
for any public, general or useful object and to purchase and maintain
for the benefit of any persons (including Directors) any insurance.
(DD) To establish and maintain, and to contribute to, any scheme for
encouraging or facilitating the holding of shares or debentures in the
Company by or for the benefit of its employees or former employees, or
those of its subsidiary or holding companies or subsidiaries of its
holding company, or by or for the benefit of such other persons as may
for the time being be permitted by law, or any scheme for sharing
profits with its employees or those of its subsidiary and/or
associated companies.
(EE) To promote any company or companies for the purpose of its or their
acquiring all or any of the property, rights and liabilities of the
Company or share or interest therein, or for any other purpose which
may seem directly or indirectly calculated to benefit this Company,
and to pay all the expenses of or incident to such promotion.
(FF) To carry out all or any of the foregoing objects as principals or
agents, or in partnership or conjunction with any other person, firm,
association or company, and in any part of the world.
(GG) To do all such other things as are incidental or conducive to the
attainment of the above objects.
5. The liability of the Members is limited.
6. The capital of the Company is(pound)2,000,000 divided into 1,000,000
Preference Shares of(pound)1 each and 1,000,000 Ordinary Shares of(pound)1
each (see note 3), with power to increase and with power from time to time
to issue any shares of the original or new capital with any preference or
priority in the payment of dividends or the distribution of assets, or
otherwise, over any other shares, whether Ordinary or Preference, and
whether issued or not, and to vary the regulations of the Company as far as
necessary to give effect to any such preference or priority, and upon the
subdivision of a share, to apportion the right to participate in profits or
surplus assets, or the right to vote in any manner as between the shares
resulting from such subdivision.
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3. See notes at end of Memorandum of Association.
WE, the several persons whose names and addresses are subscribed are desirous of
being formed into a Company in pursuance of this Memorandum of Association, and
we respectively agree to take the number of shares in the capital of the Company
set opposite our respective names.
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NAMES, ADDRESSES AND DESCRIPTIONS Number of Preference Shares
OF SUBSCRIBERS taken by each Subscriber
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STRATHCONA, One xxxxxxxx
00 Xxxxxxxxx Xxxxxx, Xxxxxx X., Preference
G.C.M.G., G.C.V.O.
XXXXXXX XXXXXXX XXXXXXX, One thousand
Director, The Burmah Oil Company, Limited, Preference
Winchester House, Old Broad Street,
London X.X.
XXXXXXX OF TECK, One thousand
00 Xxxxxxx Xxxxxx, Xxxxxx X. Preference
K.C.V.O.
H.S. XXXXXX, X.X.X.X., K.C.V.O. One thousand
East India United Service Club, Preference
00 Xx. Xxxxx' Xxxxxx, Xxxxxx X.X.
XXXXXXX XXXXXX, One thousand
Writer to the "Signet", Preference
0 Xxxxx Xxxxx, Xxxxxxxxx.
XXXX X. XXXXXXX One thousand
Chairman, The Burmah Oil Company, Limited, Preference
000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx.
W.K. D'ARCY One thousand
Chairman, London Board, Preference
Mount Xxxxxx Gold Co., Limited,
00 Xxxxxxxxx Xxxxxx, Xxxxxx X.
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Dated the 14th day of April, 1909.
Witness to the above Signatures:-
XXXXXXX XXXXX
Solicitor,
00 Xxxxxxxxxxx Xxxxxx, Xxxxxx X.X.
NOTES
1. The following increases in the Company's original capital
of(pound)2,000,000 have been made:-
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Date of Resolution By Creation of Increased to
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shares of (pound)1 each
May 29th 1914 2,000,000 Ordinary Shares (pound)4,000,000
December 3rd 1917 1,000,000 Preference Shares (pound)5,000,000
December 1st 1919 3,000,000 Preference Shares (pound)20,000,000
4,500,000 Ordinary Shares
7,500,000 Shares
November 2nd 1926 4,000,000 Ordinary Shares (pound)24,000,000
December 31st 1931 2,500,000 Shares (pound)26,500,000
June 21st 1937 6,500,000 Ordinary Shares (pound)33,000,000
December 16th 1954 87,000,000 Ordinary Shares (pound)120,000,000
October 22nd 1957 80,000,000 Shares (pound)200,000,000
October 9th 1958 50,000,000 Shares (pound)250,000,000
October 26th 1961 50,000,000 Shares (pound)300,000,000
May 14th 1964 75,000,000 Shares (pound)375,000,000
May 11th 1967 50,000,000 Shares (pound)425,000,000
May 4th 1972 75,000,000 Shares (pound)500,000,000
shares of 25p each
May 6th 1982 400,000,000 Ordinary Shares (pound)600,000,000
April 30th 1987 4,600,000,000 Ordinary Shares (pound)1,750,000,000
April 28th 1988 1,000,000,000 Ordinary Shares (pound)2,000,000,000
shares of US$0.50 each
November 25th 1998 12,000,000,000 Ordinary Shares $6,000,000,000
and
(pound)12,750,000
shares of US$0.25each
September 1st 1999 12,000,000,000 Ordinary Shares $9,000,000,000
and
(pound)12,750,000
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2. At an Extraordinary General Meeting held on October 4th 1979 the following
Special Resolution was passed:-
THAT as from the close of business on Friday, October 5th 1979:-
(a) each (pound)1 of the (pound)7,232,838 Cumulative Preference Stock be
hereby converted into one Cumulative First Preference Share of
(pound)1 and each (pound)1 of the (pound)5,473,414 Cumulative Second
Preference Stock be hereby converted into one Cumulative Second
Preference Share of (pound)1 and each (pound)1 of the
(pound)386,518,085 Ordinary Stock be hereby converted and sub-divided
into four Ordinary Shares of 25 xxxxx each;
(b) each of the 100,731,915 unissued and unclassified shares of (pound)1
be hereby sub-divided into and designated as four Ordinary Shares of
25 xxxxx each;
(c) Article 68 of the Company's Articles of Association(see note 4) be
hereby altered by deleting the words "one vote for every five
Preference Shares and two votes for every Ordinary Share" and
substituting therefor the words "two votes for every (pound)5 in
nominal amount of the Preference Shares and one vote for every 25
xxxxx in nominal amount of the Ordinary Shares"; and
(d) all standing resolutions for the conversion of shares into stock be
hereby rescinded and cancelled.
3. At an Extraordinary General Meeting held on 25th November 1998 the
following Special Resolution was passed (and the conditions referred to
therein were satisfied on December 31st 1998):-
"THAT, conditional upon the passing as an extraordinary resolution at a
separate meeting of the holders of the Ordinary Shares in the capital of
the Company (or any adjournment thereof) of the resolution set out in the
notice dated October 30 1998 convening such meeting and upon and with
effect from the Merger Agreement becoming unconditional in all respects
(save as regards the condition relating to the admission of the shares in
the Company to be issued as consideration pursuant to the Merger to the
Official List of the London Stock Exchange becoming effective) and not
having been terminated in accordance with its terms:
11.1 the ordinary share capital of the Company be reduced by cancelling and
extinguishing all the Ordinary Shares of 25 xxxxx each in the capital
of the Company ("Sterling Shares"), whether issued or authorised but
unissued, and the reserve arising as a result of such cancellation be
credited to a special reserve account of the Company (the "Ordinary
Share Reserve");
11.2 subject to and forthwith upon such reduction of capital taking effect:
(a) the authorised share capital of the Company be increased
to(pound)12,750,000 and $6,000,000,000 by the creation of
12,000,000,000 new Ordinary Shares of $0.50 each;
(b) the Ordinary Share Reserve be converted into US dollars at such
spot rate of exchange for the purchase of US dollars with pounds
sterling at or around 4.00 pm (London time) on the Record Date as
may be selected by the Directors of the Company ("the Selected
Rate");
4. At an Extraordinary General Meeting held on September 1st 1999 the
following Special Resolution was passed (and the conditions therein were
satisfied on April 18th 2000):-
"THAT the Articles of Association of the Company be and are hereby amended
as set out in Schedules A and B to this Notice of Extraordinary General
Meeting, such amendments to take effect from the dates set out in such
schedules."
"Schedule B to the Notice of Extraordinary General Meeting
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A With effect from the date on which the New BP Amoco Ordinary Shares
are admitted to the Official List of the London Stock Exchange:
1 Article 3(A): in the first sentence, delete the figure
"12,000,000,000" and replace with the figure "24,000,000,000" or,
if the amendment set out in Paragraph B 2(ii) below has come into
effect, delete the figure "18,000,000,000" and replace with the
figure "36,000,000,000".
2 Article 3(A): in the first sentence, delete the word "US$0.50"
and replace with the word "US$0.25".
3 Article 61(A): delete the word "US$0.50" and replace with the
word "US$0.25".
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4. This refers to Article 68 of previous Articles of Association replaced by
those adopted on May 5, 1983.
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Company Limited by Shares
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Articles of Association
BP p.l.c.
Adopted by Special Resolution passed May 5th 1983 and amended by Special
Resolutions passed April 30th 1987, September 21st 1987, April 28th 1988, April
27th 1989, April 26th 1990, April 18th 1991, April 16th 1992, April 15th 1993,
April 7th 1994, November 25th 1998, September 1st 1999 and April 19th 2001
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PRELIMINARY
1. The regulations in Table A in the Companies (Tables A to F) Regulations
1985 (as amended from time to time) and in any Table A applicable to the
Company under any former enactment relating to companies shall not apply to
the Company.
2. In these presents (if not inconsistent with the subject or context) the
words and expressions set out in the first column below shall bear the
meanings set opposite to them respectively:-
The Act The Companies Act 1985
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The Statutes The Act and every other Statute for the time
being in force concerning companies and
affecting the Company
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These presents These Articles of Association as from time to
time altered
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Office The registered office of the Company for the time
being
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Other Resolutions All Resolutions of a procedural nature (such as
a Resolution on a mere clerical amendment to
correct a patent error in a Substantive
Resolution, a Resolution on adjournment of
meeting or a Resolution on choice of a Chairman)
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Transfer Office The place where the Register of Members is
situate for the time being
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Seal The Common Seal of the Company
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Securities Seal An official seal kept by the Company by virtue of
Section 40 the Act
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Sterling The lawful currency of the United Kingdom
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Substantive Resolutions All Resolutions which are not Other Resolutions
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The London Stock Exchange The London Stock Exchange Limited
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The United Kingdom Great Britain and Northern Ireland
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Month Calendar month
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Year Calendar year
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In writing Written or produced by any substitute for writing
or partly one and partly another
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Paid Paid or credited as paid
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US dollars The lawful currency of the United States of
America
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The word "Act" as related to a particular year refers to the Companies Act
of that year.
The word "address", in relation to electronic communication, bears the
meaning ascribed thereto by Section 262 of the Act.
The expression "Approved Depositary" shall have the meaning attached
thereto by Article 144A.
The expressions "debenture" and "debenture holder" shall respectively
include "debenture stock" and "debenture stockholder".
The expression "Designated Shares" shall mean fully paid shares in a body
corporate (which both immediately before and after the distribution
hereafter referred to is a subsidiary of the Company) which have been
distributed by the Company pursuant to Article 120 and which, at or before
the record date for the purpose of determining entitlement to receipt of
such distribution, are designated by the Directors to be "Designated
Shares" for the purposes of Article 37(A) and any further shares of the
same class which may, with the prior consent of the Company, be allotted by
such body corporate after such distribution, provided that the Directors
may at any time after such distribution declare such shares no longer to be
"Designated Shares" for the purposes of such Article by giving not less
than 15 days prior notice thereof to the London Stock Exchange, and
provided further that there shall not at any time be more than one class of
shares constituting Designated Shares.
The expression "Designated Subsidiary" shall mean the body corporate
referred to in the definition of "Designated Shares".
The expression "electronic communication" bears the meaning ascribed
thereto by Section 15 of the Electronic Communications Act 2000.
The expression "Employees' Share Scheme" bears the meaning ascribed thereto
by Section 743 of the Act.
The expression "Secretary" shall include any person appointed by the
Directors to perform any of the duties of the Secretary and where two or
more persons are appointed to act as Joint Secretaries shall include any
one of these persons.
The expression "Stock Exchange Nominee" bears the meaning ascribed thereto
by Section 185 of the Act.
The word "subsidiary" bears the meaning ascribed thereto by Section 736 of
the Act and shall bear such meaning notwithstanding any provision contained
in these presents which would otherwise require the reference to the said
Section of the Act to be construed as relating to any statutory
modification or re-enactment thereof.
All such of the provisions of these presents as are applicable to paid-up
shares shall apply to stock, and the words "share" and "shareholder" shall
be construed accordingly.
Words denoting the singular shall include the plural and vice versa. Words
denoting the masculine shall include the feminine. Words denoting persons
shall include bodies corporate and unincorporate.
References to any statute or statutory provision shall be construed as
relating to any statutory modification or re-enactment thereof for the time
being in force.
Subject as aforesaid any words or expressions defined in the Act shall (if
not inconsistent with the subject or context) bear the same meanings in
these presents.
A Special or Extraordinary Resolution shall be effective for any purpose for
which an Ordinary Resolution is expressed to be required under any provision of
these presents or the Statutes and where for any purpose an Extraordinary
Resolution is required a Special Resolution shall be effective.
SHARE CAPITAL
3. (A) The share capital of the Company is(pound)12,750,000 (divided into
7,250,000 8 per cent. Cumulative Preference Shares of(pound)1 each (of
which 7,232,838 have been issued and are fully paid and 17,162 are
unissued) and 5,500,000 9 per cent. Cumulative Second Preference
Shares of(pound)1 each (of which 5,473,414 have been issued and are
fully paid and 26,586 are unissued)) and US$9,000,000,000 divided into
36,000,000,000 Ordinary Shares of US$0.25 each. The 8 per cent.
Cumulative Preference Shares (hereinafter called "the First Preference
Shares") and the 9 per cent. Cumulative Second Preference Shares
(hereinafter called "the Second Preference Shares") had attached
thereto respectively on 5th April 1973 the rights as regards
participation in the profits and assets of the Company set out below
(and have attached thereto at the date of the adoption of these
presents such rights as modified or affected by the provisions of
paragraph 18 of Schedule 23 to the Finance Act 1972 and Section 46 of
the Finance Act 1976):-
(i) the First Preference Shares, together with any further shares
hereafter issued ranking pari passu therewith pursuant to the
provisions hereinafter contained, entitle the holders to a fixed
cumulative preferential dividend on the amounts paid up thereon
at the rate of 8 per cent. per annum, and on a return of assets
of the Company on winding up to have the assets of the Company
available for distribution amongst the members applied in the
first place in paying to them (a) the amounts paid up on such
First Preference Shares, (b) a sum equal to any arrears or
deficiency of the fixed cumulative preferential dividend on such
First Preference Shares, such arrears or deficiency to be
calculated down to the date of the commencement of the winding
up, and (c) a sum equal to 10 per cent. on the amounts paid up on
the First Preference Shares, or to the average premium above par
at which the First Preference Shares have during the six months
before the commencement of the winding up been dealt in on the
market (such average premium to be certified by the Secretary of
the London Stock Exchange), whichever sum is the greater, but the
holders of the First Preference Shares shall not be entitled in
respect thereof to any further or other participation in the
profits or assets of the Company.
(ii) the Second Preference Shares, together with any further shares
hereafter issued ranking pari passu therewith pursuant to the
provisions hereinafter contained, entitle the holders to a fixed
cumulative preferential dividend on the amounts paid up thereon
(payable next after the dividend on the First Preference Shares,
but in priority to any dividend on the Ordinary Shares) at the
rate of 9 per cent. per annum, and on a return of assets of the
Company on winding up to have the assets of the Company available
for distribution amongst the members and remaining after making
to the holders of the First Preference Shares the payments to
which they are entitled, applied in the next place in paying to
the holders of the Second Preference Shares (a) the amounts paid
up on such Second Preference Shares, (b) a sum equal to any
arrears or deficiency of the fixed cumulative preferential
dividend on such Second Preference Shares, such arrears or
deficiency to be calculated down to the date of the commencement
of the winding up, and (c) a sum equal to 10 per cent. on the
amounts paid up on the Second Preference Shares, or to the
average premium above par at which the Second Preference Shares
have during the six months before the commencement of the winding
up been dealt in on the market (such average premium to be
certified by the Secretary of the London Stock Exchange),
whichever sum is the greater, but the holders of the Second
Preference Shares shall not be entitled in respect thereof to any
further or other participation in the profits or assets of the
Company.
(B) Unless otherwise expressly resolved by the Company in General Meeting,
further shares may be created and issued (without any further sanction
or approval by the Company in General Meeting or by any class of
members thereof pursuant to Article 4) as First Preference Shares
ranking pari passu with the First Preference Shares in the present
capital, provided that the total nominal amount of such First
Preference Shares at any one time in issue shall not exceed
(pound)10,000,000, or as Second Preference Shares ranking pari passu
with the Second Preference Shares in the present capital, provided
that the total nominal amount of such Second Preference Shares at any
one time in issue shall not exceed (pound)10,000,000.
(C) Subject as aforesaid no new shares entitled to rank pari passu with or
to any preference over the existing First and Second Preference Shares
shall be issued by the Company without the sanction of an
Extraordinary Resolution of the holders of such Preference Shares
passed at a meeting held under the conditions hereinafter contained.
VARIATION OF RIGHTS
4. The holders of any class of shares may at any time and from time to time,
and whether before or during liquidation, by an Extraordinary Resolution
passed at a meeting of such holders, consent on behalf of all the holders
of shares of the class to the issue or creation of any shares ranking
equally therewith, or having any priority thereto, or to the abandonment of
any preference or priority or of any accrued dividend, or the reduction for
any time or permanently of the dividends payable thereon, or to the
amalgamation into one class of the shares of any two or more classes or to
the sub-division of shares of one class into shares of different classes,
or any alteration in these presents varying or taking away any rights or
privileges attached to shares of the class, or to any scheme for the
reduction of the Company's capital affecting the class of shares in a
manner not otherwise authorised by these presents, or to any scheme for the
distribution (though not in accordance with legal rights) of assets in
money or in kind in or before liquidation, or to any contract for the sale
of the whole or any part of the Company's property or business determining
the way in which as between the several classes of shareholders the
purchase consideration shall be distributed, and generally consent to any
alteration, contract, compromise or arrangement which the persons voting
thereon could if sui juris and holding all the shares of the class consent
to or enter into, and such Resolution shall be binding upon all the holders
of shares of the class.
5. Any meeting for the purpose of the last preceding Article shall be convened
and conducted in all respects as nearly as possible in the same way as an
Extraordinary General Meeting of the Company provided that no member, not
being a Director, shall be entitled to notice thereof or to attend thereat,
unless he be a holder of shares of the class intended to be affected by the
Resolution, and that no vote shall be given except in respect of a share of
that class, and that the quorum at any such meeting shall (subject to the
provisions as to an adjourned meeting hereinafter contained) by persons
holding or representing by proxy one-tenth of the issued shares of that
class (as regards the First Preference Shares and the Second Preference
Shares) and one-third of the issued shares of that class (as regards all
other classes of share), and that at any such meeting a poll may be
demanded in writing by not less than five members present in person or by
proxy and entitled to vote.
ALTERATION OF SHARE CAPITAL
6. The Company may from time to time by Ordinary Resolution increase its
capital by such sum to be divided into shares of such amounts as the
Resolution shall prescribe. All new shares shall be subject to the
provisions of the Statutes and of these presents with reference to
allotment, payment of calls, lien, transfer, transmission, forfeiture and
otherwise.
7. (A) The Company may by Ordinary Resolution:-
(i) consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;
(ii) cancel any shares which, at the date of the passing of the
Resolution, have not been taken, or agreed to be taken, by any
person and diminish the amount of its capital by the amount of
the shares so cancelled;
(iii)sub-divide its shares, or any of them, into shares of smaller
amount than is fixed by the Memorandum of Association (subject,
nevertheless, to the provisions of the Statutes), and so that the
Resolution whereby any share is sub-divided may determine that,
as between the holders of the shares resulting from such
sub-division, one or more of the shares may, as compared with the
others, have any such preferred, deferred or other special
rights, or be subject to any such restrictions, as the Company
has power to attach to unissued or new shares.
(B) Whenever as a result of a consolidation and division or sub-division
of shares any difficulty arises, the Directors may settle the matter
in any manner they deem fit, and, in particular, may sell shares
representing fractions to which any members would become entitled to
any person (including, subject to the provisions of the Statutes, the
Company) and distribute the net proceeds of sale in due proportion
among those members, and the Directors may authorise some person to
execute an instrument of transfer of the shares to, or in accordance
with the directions of, the purchaser. The transferee shall not be
bound to see to the application of the purchase money nor shall his
title to the shares be affected by any irregularity in or invalidity
of the proceedings relating to the sale.
8. Subject to the provisions of the Statutes the Company may purchase any of
its own shares (including any redeemable shares).
9. The Company may reduce its share capital or any capital redemption reserve,
share premium account or other undistributable reserve in any manner and
with and subject to any incident authorised and consent required by law.
SHARES
10. Without prejudice to any special rights previously conferred on the holders
of any shares or class of shares for the time being issued, any share in
the Company may be issued with such preferred, deferred or other special
rights, or subject to such restrictions, whether as regards dividend,
return of capital, voting or otherwise, as the Company may from time to
time by Ordinary Resolution determine (or, in the absence of any such
determination, as the Directors may determine) and subject to the
provisions of the Statutes the Company may issue any shares which are, or
at the option of the Company or the holder are liable, to be redeemed.
11. (A) Subject to the provisions of the Statutes relating to authority,
pre-emption rights and otherwise and of any Resolution of the Company
in General Meeting passed pursuant thereto, all unissued shares shall
be at the disposal of the Directors and they may allot (with or
without conferring a right of renunciation), grant options over or
otherwise dispose of them to such persons, at such times and on such
terms as they think proper.
(B) (i) Pursuant to and in accordance with Section 80 of the Act the
Directors shall be generally and unconditionally authorised to
exercise for each prescribed period all the powers of the Company
to allot relevant securities up to an aggregate nominal amount
equal to the Section 80 Amount; and
(ii) pursuant to and within the terms of the said authority the
Directors shall be empowered during each prescribed period to
allot equity securities wholly for cash (a) in connection with a
rights issue; and (b) otherwise than in connection with a rights
issue up to an aggregate nominal amount equal to the Section 89
Amount; and
(iii)during each prescribed period the Company and its Directors by
such authority and power may make offers or agreements which
would or might require equity securities or other relevant
securities to be allotted after the expiry of such period; and
(iv) for the purposes of this Article 11(B):-
(a) "rights issue" means an offer of equity securities open for
acceptance for a period fixed by the Directors to holders of
equity securities on the register on a fixed record date in
proportion to their respective holdings of such securities
or in accordance with the rights attached thereto but
subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation to
fractional entitlements or legal or practical problems under
the laws of, or the requirements of any recognised
regulatory body or any stock exchange in, any territory or
as regards shares held by an Approved Depositary;
(b) "prescribed period" means any period (not exceeding 5 years
on any occasion) for which the authority conferred in the
case of sub-paragraph (i) is renewed by Ordinary or Special
Resolution stating the Section 80 Amount, and the power
conferred in the case of sub-paragraph (ii) is renewed by
Special Resolution stating the Section 89 Amount;
(c) "the Section 80 Amount" shall for any prescribed period be
that stated in the relevant Ordinary or Special Resolution;
(d) "the Section 89 Amount" shall for any prescribed period be
that stated in the relevant Special Resolution;
(e) the nominal amount of any securities shall be taken to be,
in the case of rights to subscribe for or to convert any
securities into shares of the Company, the nominal amount of
such shares which may be allotted pursuant to such rights;
and
(f) words and expressions defined in or for the purposes of Part
IV of the Act shall bear the same meanings herein.
(C) (i) The Directors may with the prior sanction of an Ordinary
Resolution of the Company implement and maintain in accordance
with the terms and conditions of such Resolution but otherwise as
the Directors may determine from time to time a share dividend or
distribution reinvestment plan or plans for the benefit of the
holders of Ordinary Shares of the Company whereby such holders
may be given one or more of the following options namely:
(a) instead of taking the net cash amount due to them in respect
of any dividend (or any part thereof) declared or payable on
all or any Ordinary Shares held by them either to invest
such cash in subscribing for unissued Ordinary Shares in the
capital of the Company payable in full or by instalments or
in paying up in full or by instalments any unpaid or partly
paid Ordinary Shares held by them on the terms of any such
plan; or
(b) instead of taking the net cash amount due to them in respect
of any dividend (or any part thereof) declared or payable on
all or any Ordinary Shares held by them to elect to receive
new Ordinary Shares in the capital of the Company credited
as fully paid on the terms and conditions of any such plan;
or
(c) to forego their entitlement to any dividend (or any part
thereof) declared or payable on all or any Ordinary Shares
held by them and to take instead fully paid bonus Ordinary
Shares on the terms and conditions of any such plan; or
(d) any other option in respect of the whole or any part of any
dividend on all or any Ordinary Shares held by them as the
Directors shall determine.
Wherein the case of any plan such as those contemplated in
paragraphs (b) and (c) above, holders of Ordinary Shares are not
entitled to payment of a cash dividend (otherwise than in respect
of fractional entitlements), the plan may provide for them to
receive allotments of Ordinary Shares credited as fully paid
having a value of more than the net cash amount which would
otherwise be due to them in respect of the relevant dividend but
not exceeding a value equivalent to the sum of the net cash
amount of the dividend together with the associated tax credit
(as defined in sub-paragraph (viii) below).
(ii) The Directors may in their discretion suspend or terminate or
modify in any manner not inconsistent with these presents or the
sanctioning Resolution any such plan which is in operation.
(iii)For the purposes of any such plan the Directors may capitalise
out of such of the sums standing to the credit of any of the
Company's reserve accounts (including any share premium account,
capital redemption reserve or any other undistributable reserve)
or any of the profits available for distribution under the
provisions of the Statutes and which could otherwise have been
applied in paying dividends in cash as the Directors may
determine, a sum equal to the aggregate nominal amount of any
Ordinary Shares to be allotted under any such plan and shall
apply the same in paying up in full the appropriate number of
unissued Ordinary Shares for allotment and distribution credited
as fully paid up to and amongst the holders of Ordinary Shares
entitled to the same. The Directors may do all acts and things
considered necessary or expedient to give effect to any such
capitalisation and may authorise any person on behalf of all the
holders of Ordinary Shares entitled to the same to enter into an
agreement with the Company providing for any such capitalisation
and matters incidental thereto and any agreement made under such
authority shall be effective and binding on all concerned.
(iv) No fraction of any share shall be allotted. The Directors may
make such provisions as they think fit for any fractional
entitlements including provisions whereby, in whole or in part,
the benefit thereof accrues to the Company and/or under which
fractional entitlements are accrued and/or retained and in each
case accumulated on behalf of any shareholder and such accruals
or retentions are applied to the allotment (by reference to the
aggregate net cash amount thereof or value equivalent to the sum
of the aggregate net cash amount thereof together with the
associated tax credit which it would have attracted if paid as a
dividend) by way of bonus to or cash subscription on behalf of
such shareholder of fully paid Ordinary Shares.
(v) The Directors shall notify the holders of Ordinary Shares of the
terms and conditions of any such plan and shall make available or
provide to them forms of election so that they may exercise the
rights granted.
(vi) The power conferred under this Article and by any authority given
by the Shareholders shall not be exercised unless the Company
shall then have:-
(a) sufficient unissued shares in the capital of the Company
capable of being issued as Ordinary Shares; and
(b) if any shares are to be allotted other than for cash,
sufficient profits available for distribution or reserves
standing to the credit of an appropriate account to give
effect to the terms of any such plan.
(vii)The Directors may in their discretion on any occasion determine
that any such plan shall not be made available to Ordinary
Shareholders resident within or beyond specified territories or
jurisdictions or in respect of Ordinary Shares held by an
Approved Depositary or in respect of Ordinary Shares the
dividends on which are payable or liable to be payable in a
currency other than US dollars or sterling pursuant to provision
made under these presents.
(viii)"Associated tax credit" means for the purposes of this Article
and any plan the tax credit which would be available to the
recipient of a dividend under Section 231 of the Income and Taxes
Act 1988 on the assumption that such recipient is an individual
resident in the UK for UK taxation purposes.
12. The Company may exercise the powers of paying commissions conferred by the
Statutes to the full extent thereby permitted. The Company may also on any
issue of shares pay such brokerage as may be lawful.
13. The Directors may at any time after the allotment of any share but before
any person has been entered in the Register of Members as the holder
recognise a renunciation thereof by the allottee in favour of some other
person and may accord to any allottee of a share a right to effect such
renunciation upon and subject to such terms and conditions as the Directors
may think fit to impose.
14. Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust, and the Company shall not be bound by or
compelled in any way to recognise any equitable, contingent, future or
partial interest in any share, or any interest in any fractional part of a
share, or (except only as by these presents or by law otherwise provided)
any other right in respect of any share except an absolute right to the
entirety thereof in the registered holder.
SHARE CERTIFICATES
15. Every share certificate shall be executed by the Company in such manner as
the Directors may decide, which may include the use of the Seal or the
Securities Seal (or, in the case of shares on a branch register, an
official seal for use in the relevant territory). No certificate shall be
issued representing shares of more than one class. No certificate shall
normally be issued in respect of shares held by a Stock Exchange Nominee.
16. In the case of a share held jointly by several persons the Company shall
not be bound to issue more than one certificate therefor and delivery of a
certificate to one of the joint holders shall be sufficient delivery to
all.
17. Any person (subject as aforesaid) whose name is entered in the Register of
Members in respect of any shares of any one class upon the issue or
transfer thereof shall (subject, in the case of issue, to the terms of the
issue of any such shares) be entitled without payment to a certificate
therefor (in the case of issue) within one month (or such longer period as
the terms of issue shall provide) after allotment or (in the case of a
transfer of fully paid shares) within fourteen days after lodgment of a
transfer or (in the case of a transfer of partly paid shares) within two
months after lodgment of a transfer.
18. Where some only of the shares comprised in a share certificate are
transferred the old certificate shall be cancelled and a new certificate
for the balance of such shares issued in lieu without charge.
19. (A) Any two or more certificates representing shares of any one class held
by any member may at his request be cancelled and a single new
certificate for such shares issued in lieu without charge.
(B) If any member shall surrender for cancellation a share certificate
representing shares held by him and request the Company to issue in
lieu share certificates representing such shares in such proportions
as he may specify, the Directors may, if they think fit, comply with
such request.
(C) If a share certificate shall be damaged or defaced or alleged to have
been lost, stolen or destroyed, a new certificate representing the
same shares may be issued to the holder upon request subject to
delivery up of the old certificate or (if alleged to have been lost,
stolen or destroyed) compliance with such conditions as to evidence
and indemnity and the payment of out-of-pocket expenses of the Company
in connection with the request as the Directors may think fit.
(D) In the case of shares held jointly by several persons any such request
may be made by any one of the joint holders.
CALLS ON SHARES
20. The Directors may from time to time make calls upon the members in respect
of any moneys unpaid on their shares (whether on account of the nominal
value of the shares, or when permitted, by way of premium) but subject
always to the terms of issue of such shares. A call shall be deemed to have
been made at the time when the Resolution of the Directors authorising the
call was passed and may be made payable by instalments.
21. Each member shall (subject to receiving at least fourteen days' notice
specifying the time or times and place of payment) pay to the Company at
the time or times and place so specified the amount called on his shares.
The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof. A call may be revoked or postponed as the
Directors may determine.
22. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall
pay interest on the sum from the day appointed for payment thereof to the
time of actual payment at such rate (not exceeding 15 per cent. per annum)
as the Directors may determine but the Directors shall be at liberty in any
case or cases to waive payment of such interest wholly or in part.
23. Any sum (whether on account of the nominal value of the share or by way of
premium) which by the terms of issue of a share becomes payable upon
allotment or at any fixed date shall for all the purposes of these presents
be deemed to be a call duly made and payable on the date on which by the
term of issue the same becomes payable. In case of non-payment all the
relevant provisions of these presents as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified.
24. The Directors may on the issue of shares differentiate between the holders
as to the amount of calls to be paid and the times of payment.
25. (A) The Directors may if they think fit receive from any member willing to
advance the same all or any part of the moneys (whether on account of
the nominal value of the shares or by way of premium) uncalled and
unpaid upon the shares held by him and such payment in advance of
calls shall extinguish pro tanto the liability upon the shares in
respect of which it is made and upon the money so received (until and
to the extent that the same would but for such advance become payable)
the Company may pay interest at such rate (not exceeding 12 per cent.
per annum) as the member paying such sum and the Directors may agree.
(B) Whenever any law for the time being of any country, state or place
imposes or purports to impose any immediate or future or possible
liability upon the Company to make any payment or empowers any
government or taxing authority or government official to require the
Company to make any payment in respect of any shares registered in any
of the Company's registers as held either jointly or solely by any
member or in respect of any dividends, bonuses or other moneys due or
payable or accruing due or which may become due or payable to such
member by the Company on or in respect of any shares registered as
aforesaid or for or on account or in respect of any member and whether
in consequence of:-
(i) the death of such member;
(ii) the non-payment of any income tax or other tax by such member;
(iii)the non-payment of any estate, probate, succession, death,
stamp, or other duty by the executor or administrator of such
member or by or out of his estate; or
(iv) any other act or thing;
the Company in every such case:-
(a) shall be fully indemnified by such member or his executor or
administrator from all liability; and
(b) may recover as a debt due from such member or his executor or
administrator wherever constituted or residing any monies paid by
the Company under or in consequence of any such law together with
interest thereon at the rate of 15 per cent. per annum thereon
from date of payment to date of repayment.
Nothing herein contained shall prejudice or affect any right or remedy
which any law may confer or purport to confer on the Company and as between
the Company and every such member as aforesaid, his executor,
administrator, and estate wheresoever constituted or situate, any right or
remedy which such law shall confer or purport to confer on the Company
shall be enforceable by the Company.
FORFEITURE AND LIEN
26. If a member fails to pay in full any call or instalment of a call on the
due date for payment thereof, the Directors may at any time thereafter
serve a notice on him requiring payment of so much of the call or
instalment as is unpaid together with any interest which may have accrued
thereon and any expenses incurred by the Company by reason of such
non-payment.
27. The notice shall name a further day (not being less than seven days from
the date of service of the notice) on or before which and the place where
the payment required by the notice is to be made, and shall state that in
the event of non-payment in accordance therewith the shares on which the
call has been made will be liable to be forfeited.
28. If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which such notice has been given may at any time
thereafter, before payment of all calls and interest and expenses due in
respect thereof has been made, be forfeited by a Resolution of the
Directors to that effect. Such forfeiture shall include all dividends
declared in respect of the forfeited share and not actually paid before
forfeiture. The Directors may accept a surrender of any share liable to be
forfeited hereunder.
29. A share so forfeited or surrendered shall become the property of the
Company and may be sold, re-allotted or otherwise disposed of either to the
person who was before such forfeiture or surrender the holder thereof or
entitled thereto or to any other person upon such terms and in such manner
as the Directors shall think fit and at any time before a sale,
re-allotment or disposition the forfeiture or surrender may be cancelled on
such terms as the Directors think fit. The Directors may, if necessary,
authorise some person to transfer a forfeited or surrendered share to any
such other person as aforesaid.
30. A member whose shares have been forfeited or surrendered shall cease to be
a member in respect of the shares but shall notwithstanding the forfeiture
or surrender remain liable to pay to the Company all moneys which at the
date of forfeiture or surrender were presently payable by him to the
Company in respect of the shares with interest thereon at 15 per cent. per
annum (or such lower rate as the Directors may determine) from the date of
forfeiture or surrender until payment and the Directors may at their
absolute discretion enforce payment without any allowance for the value of
the shares at the time of forfeiture or surrender or waive payment in whole
or in part.
31. The Company shall have a first and paramount lien on every share (not being
a fully paid share) for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of such share and the Company
shall also have a first and paramount lien on every share (not being a
fully paid share) standing registered in the name of a single member for
all the debts and liabilities of such member or his estate to the Company
whether the same shall have been incurred before or after notice to the
Company of any equitable or other interest of any person other than such
member and whether the period for the payment or discharge of the same
shall have actually arrived or not and notwithstanding that the same are
joint debts or liabilities of such member or his estate and any other
person, whether a member of the Company or not. The Directors may waive any
lien which has arisen and may resolve that any share shall for some limited
period be exempt wholly or partially from the provisions of this Article.
32. The Company may sell in such manner as the Directors think fit any share on
which the Company has a lien, but no sale shall be made unless some sum in
respect of which the lien exists is presently payable nor until the
expiration of 14 days after a notice in writing stating and demanding
payment of the sum presently payable and giving notice of intention to sell
in default shall have been given to the holder for the time being of the
share or the person entitled thereto by reason of the holder's death or
bankruptcy.
33. The net proceeds of such sale after payment of the costs of such sale shall
be applied in or towards payment or satisfaction of the debts or
liabilities in respect whereof the lien exists so far as the same are then
payable and any residue shall (subject to a like lien for debts or
liabilities not presently payable as existed upon the shares prior to the
sale) be paid to the person entitled to the shares at the time of the sale.
For the purpose of giving effect to any such sale the Directors may
authorise some person to transfer the shares sold to the purchaser.
34. A statutory declaration in writing that the declarant is a Director or the
Secretary of the Company and that a share has been duly forfeited or
surrendered or sold to satisfy a lien of the Company on a date stated in
the declaration shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to the share. Such declaration
and the receipt of the Company for the consideration (if any) given for the
share on the sale, re-allotment or disposal thereof together with the share
certificate delivered to a purchaser or allottee thereof shall (subject to
the execution of a transfer if the same be required) constitute a good
title to the share and the person to whom the share is sold, re-allotted or
disposed of shall be registered as the holder of the share and shall not be
bound to see to the application of the purchase money (if any) nor shall
his title to the share be affected by any irregularity or invalidity in the
proceedings relating to the forfeiture, surrender, sale, re-allotment or
disposal of the share.
TRANSFER OF SHARES
35. All transfers of shares, other than shares represented by share warrants to
bearer, may be effected by transfer in writing in any usual or common form
or in any other form acceptable to the Directors and may be under hand
only. The instrument of transfer shall be signed by or on behalf of the
transferor and (except in the case of fully paid shares) by or on behalf of
the transferee. The transferor shall remain the holder of the shares
concerned until the name of the transferee is entered in the Register of
Members in respect thereof.
36. The registration of transfers may be suspended at such times and for such
periods as the Directors may from time to time determine and either
generally or in respect of any class of shares. The Register of Members
shall not be closed for more than 30 days in any year.
37. (A) The Directors may, in their absolute discretion and without giving any
reason, refuse to register the transfer of a share which is not fully
paid and shall (for so long as there is in issue any Designated Share)
decline to register the transfer of any Ordinary Share unless there is
produced to the Directors such evidence as they may in their
discretion require to ensure that on the same occasion there is being
transferred to the same person one Designated Share for every Ordinary
Share included in such transfer. For so long as there is in issue any
Designated Share, every transfer of one or more Ordinary Shares shall,
except so far as otherwise stated on the instrument of transfer,
constitute a transfer of the same number of Designated Shares provided
that, where any such shares are admitted to the Official List of the
London Stock Exchange, such discretion may not be exercised in such a
way as to prevent dealings in the shares of that class from taking
place on an open and proper basis. The Directors may also refuse to
register a transfer of shares (whether fully paid or not) in favour of
more than four persons jointly.
(B) If the Directors refuse to register a transfer they shall within two
months after the date on which the transfer was lodged with the
Company, or ten days after the Directors have determined to refuse
such transfer, whichever is the earlier, send to the transferee notice
of the refusal.
38. The Directors may decline to recognise any instrument of transfer unless
the instrument of transfer is in respect of only one class of share and is
lodged at the Transfer Office accompanied by the relevant share
certificate(s) and such other evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer (and, if
the instrument of transfer is executed by some other person on his behalf,
the authority of that person so to do). In the case of a transfer by a
Stock Exchange Nominee the lodgment of share certificates will only be
necessary if and to the extent that certificates have been issued in
respect of the shares in question.
39. All instruments of transfer which are registered may be retained by the
Company.
40. No fee will be charged by the Company in respect of the registration of any
instrument of transfer or probate or letters of administration or
certificate of marriage or death or stop notice or power of attorney
relating to or affecting the title to any shares.
41. The Company shall be entitled to destroy all instruments of transfer which
have been registered at any time after the expiration of six years from the
date of registration thereof and all dividend mandates and notifications of
change of address (including addresses for the purposes of electronic
communication) at any time after the expiration of two years from the date
of recording thereof and all share certificates which have been cancelled
at any time after the expiration of one year from the date of the
cancellation thereof and it shall conclusively be presumed in favour of the
Company that every entry in the register purporting to have been made on
the basis of an instrument of transfer or other document so destroyed was
duly and properly made and every instrument of transfer so destroyed was a
valid and effective instrument duly and properly registered and every share
certificate so destroyed was a valid and effective certificate duly and
properly cancelled and every other document hereinbefore mentioned so
destroyed was a valid and effective document in accordance with the
recorded particulars thereof in the books or records of the Company,
provided always that:-
(i) the provisions aforesaid shall apply only to the destruction of a
document in good faith and without notice of any claim (regardless of
the parties thereto) to which the document might be relevant;
(ii) nothing herein contained shall be construed as imposing upon the
Company any liability in respect of the destruction of any such
document earlier than as aforesaid or in any other circumstances which
would not attach to the Company in the absence of this Article;
(iii)references herein to the destruction of any document include
references to the disposal thereof in any manner.
TRANSMISSION OF SHARES
42. In the case of the death of a shareholder, the survivors or survivor where
the deceased was a joint holder, and the executors or administrators of the
deceased where he was a sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his interest in
the shares, but nothing in this Article shall release the estate of a
deceased holder (whether sole or joint) from any liability in respect of
any share held by him.
43. Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member may (subject as hereinafter provided) upon supplying
to the Company such evidence as the Directors may reasonably require to
show his title to the share either be registered himself as holder of the
share upon giving to the Company notice in writing of his desire to be
registered as holder or transfer such share to some other person. All the
limitations, restrictions and provisions of these presents relating to the
right to transfer and the registration of transfers of shares shall be
applicable to any such notice or transfer as aforesaid as if the death or
bankruptcy of the member had not occurred and the notice or transfer were a
transfer executed by such member.
44. Save as otherwise provided by or in accordance with these presents, a
person becoming entitled to a share in consequence of the death or
bankruptcy of a member (upon supplying to the Company such evidence as the
Directors may reasonably require to show his title to the share) shall be
entitled to the same dividends and other advantages as those to which he
would be entitled if he were the registered holder of the share except that
he shall not be entitled in respect thereof (except with the authority of
the Directors) to exercise any right conferred by membership in relation to
meetings of the Company until he shall have been registered as a member in
respect of the share.
UNTRACED SHAREHOLDERS
45. (A) The Company shall be entitled to sell the shares of a member or the
shares to which a person is entitled by virtue of transmission on
death or bankruptcy if and provided that:-
(i) during the period of 12 years prior to the date of the
publication of the advertisements referred to in paragraph (ii)
below (or, if published on different dates, the later thereof) at
least three dividends have become payable on or in respect of the
shares in question but all dividends or other moneys payable on
or in respect of such shares during such period remain unclaimed;
and
(ii) the Company shall have inserted advertisements, both in a leading
London newspaper and in a newspaper circulating in the area of
the postal address at which service of notices upon such member
or other person may be effected in accordance with these presents
(or, if there be no such address the Office), giving notice of
its intention to sell the said shares; and
(iii)during the said period of 12 years and the period of three
months following the publication of the said advertisements the
Company shall have received indication neither of the whereabouts
nor of the existence of such member or person; and
(iv) notice shall have been given to the London Stock Exchange of its
intention to make such sale.
(B) To give effect to any such sale the Company may appoint some person to
execute as transferor an instrument of transfer of the said shares and
such instrument of transfer shall be as effective as if it had been
executed by the registered holder of or person entitled by
transmission to such shares and the title of the transferee shall not
be affected by any irregularity or invalidity in the proceedings
relating thereto. The net proceeds of sale shall belong to the Company
which shall be obliged to account to the former member or other person
previously entitled as aforesaid for an amount equal to such proceeds
and shall enter the name of such former member or other person in the
books of the Company as a creditor for such amount. No trust shall be
created in respect of the debt, no interest shall be payable in
respect of the same and the Company shall not be required to account
for any money earned on the net proceeds, which may be employed in the
business of the Company or invested in such investments (other than
shares of the Company or its holding company if any) as the Directors
may from time to time think fit.
GENERAL MEETINGS
46. An Annual General Meeting shall be held once in every year, at such time
(within a period of not more than fifteen months after the holding of the
last preceding Annual General Meeting) and place as may be determined by
the Directors. All other General Meetings shall be called Extraordinary
General Meetings. All General Meetings shall be held in England.
46A. (i) If on or before December 31 in any year any members shall in
accordance with Section 376 of the Act require the Company in relation
to the Annual General Meeting to be held in the next following year to
give notice of a resolution which may properly be moved or to
circulate a statement in acceptable form, the Company will circulate
that resolution or statement with the Notice of the Annual General
Meeting without cost to the requisitionists.
(ii) If any requisition is made in accordance with Section 376 of the Act
after December 31 in any year and prior to the Annual General Meeting
to be held in the next following year the Company shall require that
the requisitionists deposit or tender a sum sufficient to meet the
Company's reasonable expenses in giving effect to it.
47. (A) The Directors may whenever they think fit, and shall on requisition in
accordance with the Statutes proceed with proper expedition to convene
an Extraordinary General Meeting.
(B) The provisions of these presents relating to General Meetings shall
apply, with necessary modifications, to any separate meeting of the
holders of shares of a particular class which is convened otherwise
than in connection with the variation or abrogation of the rights
attached to shares of that class.
NOTICE OF GENERAL MEETINGS
48. (A) An Annual General Meeting and any Extraordinary General Meeting at
which it is proposed to pass a Special Resolution or (save as provided
by the Statutes) a Resolution of which special notice has been given
to the Company, shall be called by twenty-one days' notice in writing
(including, subject to the provisions of the Statutes, electronic
communication) at the least and any other Extraordinary General
Meeting by fourteen days' notice in writing (including, subject to the
provisions of the Statutes, electronic communication) at the least.
The period of notice shall in each case be exclusive of the day on
which the notice is served or given or deemed to be served or given
and of the day on which the meeting is to be held and the notice shall
be given in a manner hereinafter mentioned to all members other than
such as are not under the provisions of these presents entitled to
receive such notices from the Company, provided that a General Meeting
notwithstanding that it has been called by a shorter notice than that
specified above shall be deemed to have been duly called if it is so
agreed:-
(i) in the case of an Annual General Meeting by all the members
entitled to attend and vote thereat; and
(ii) in the case of an Extraordinary General Meeting by a majority in
number of the members having a right to attend and vote thereat,
being a majority together holding not less than 95 per cent. in
nominal value of the shares giving that right.
The accidental omission to give notice to or the non-receipt of notice
by any person entitled thereto shall not invalidate the proceedings at
any General Meeting.
(B) The Directors may, for the purpose of facilitating the organisation
and administration of any General Meeting, from time to time make such
arrangements whether involving the issue of tickets (on a basis
intended to afford to all members and proxies otherwise entitled to
attend such meeting an equal opportunity of being admitted to the
meeting) or the imposition of some random means of selection or
otherwise as they shall in their absolute discretion consider to be
appropriate, and may from time to time vary any such arrangements or
make new arrangements in place thereof. The entitlement of any member
or proxy to attend a General Meeting shall be subject to such
arrangements as may be for the time being in force and by the notice
of meeting be stated to apply to that meeting. In the case of any
General Meeting to which such arrangements apply the Directors shall,
and in the case of any other General Meeting the Directors may, direct
that the meeting shall be held at a place specified in the notice
("the Principal Place") at which the chairman of the meeting shall
preside, and make provision for participation in the meeting at other
places ("Subsidiary Locations") by members and proxies otherwise
entitled to attend the General Meeting but excluded therefrom pursuant
to this Article or who wish to attend at one of the Subsidiary
Locations. Such provision shall be such as to ensure that all persons
attending the meeting are able to participate in the business of the
meeting and are able to see and hear anyone else attending the meeting
while that person is addressing the meeting. Such provision may also
include arrangements of the type described above regarding the level
of attendance at, and admission to, a particular location, provided
that any such arrangements shall operate (so far as possible) so that
any members and proxies excluded from one location are not excluded
from another.
(C) For the purposes of all other provisions of these presents any meeting
which has a Principal Place and one or more Subsidiary Locations shall
be treated as being held and taking place at the Principal Place and
as attended by members and duly appointed proxies who are present at
the Principal Place or at one of the Subsidiary Locations. Under no
circumstance will a failure (for any reason) of communication
equipment, or any other failure in the arrangements for participation
in the meeting at more than one place, affect the validity of such
meeting at the Principal Place, or any business conducted thereat, or
any action taken pursuant thereto.
(D) As well as making provision for one or more Subsidiary Locations, the
Directors may allow the proceedings of a meeting or any part of them
to be viewed elsewhere, whether by a television link or by any other
means, but any such viewing by any person shall not form part of, or
in any way affect the business of, the meeting in question.
(E) A person (a "Subsidiary Chairman") shall preside at each one of the
Subsidiary Locations (if any). Each Subsidiary Chairman shall be
appointed by the Directors, or by some person to whom they have
delegated the task. Every Subsidiary Chairman shall have the powers
vested in him by or under these presents.
49. (A) Every notice calling a General Meeting shall specify the place and the
day and hour of the meeting (and where there are to be any Subsidiary
Locations it shall specify the Principal Place and may specify one or
more of the Subsidiary Locations), and there shall appear with
reasonable prominence in every such notice a statement that a member
entitled to attend and vote is entitled to appoint a proxy or proxies
to attend, speak and vote instead of him and that a proxy need not be
a member of the Company.
(B) In the case of an Annual General Meeting, the notice shall also
specify the meeting as such.
(C) In the case of any General Meeting at which business other than
routine business is to be transacted, the notice shall set out the
text of all Substantive Resolutions to be considered by the meeting
and shall state in the case of each resolution whether it is to be
proposed as an Ordinary Resolution, as an Extraordinary Resolution or
as a Special Resolution.
(D) For the purposes of determining which persons are entitled to attend
or vote at a meeting and how many votes such persons may cast, the
Company may specify in the notice of the meeting a time, not more than
48 hours before the time fixed for the meeting, by which a person who
holds shares in registered form must be entered on the Register in
order to have the right to attend or vote at the meeting or to appoint
a proxy to do so.
50. Routine business shall mean and include only business transacted at an
Annual General Meeting of the following classes, that is to say:-
(i) declaring dividends;
(ii) receiving and/or adopting the accounts, the reports of the Directors
and Auditors and other documents required to be attached or annexed to
the accounts;
(iii)appointing or re-appointing Directors to fill vacancies arising at
the meeting on retirement whether by rotation or otherwise;
(iv) re-appointing the retiring Auditors (unless they were last appointed
otherwise than by the Company in General Meeting);
(v) fixing the remuneration of the Auditors or determining the manner in
which such remuneration is to be fixed.
PROCEEDINGS AT GENERAL MEETINGS
51. Subject to Article 138, the Chairman of the Directors, failing whom the
Deputy Chairman, shall preside as chairman at a General Meeting. If there
be no such Chairman or Deputy Chairman, or if at any meeting neither be
present within five minutes after the time appointed for holding the
meeting and willing to act, the Directors present shall choose one of their
number (or, if no Director be present or if all the Directors present
decline to take the chair) the members present shall choose one of their
number to be chairman of the meeting.
52. No business other than the appointment of a chairman shall be transacted at
any General Meeting unless a quorum is present at the time when the meeting
proceeds to business. Five members present in person or by proxy and
entitled to vote shall be a quorum for all purposes.
53. If within five minutes from the time appointed for a General Meeting (or
such longer interval as the chairman of the meeting may think fit to allow)
a quorum is not present, the meeting, if convened on the requisition of
members, shall be dissolved. In any other case it shall stand adjourned to
such other day and such time and place as may have been specified for the
purpose in the notice convening the meeting or (if not so specified) as the
chairman of the meeting may determine and in the latter case not less than
seven days' notice of the adjourned meeting shall be given in any manner in
which notice of a meeting may lawfully be given for the time being. At the
adjourned meeting any two members present in person or by proxy shall be a
quorum.
54. The chairman of any General Meeting at which a quorum is present may with
or without the consent of the meeting (and shall if so directed by the
meeting) adjourn the meeting from time to time (or sine die) and from place
to place, and if it appears to the chairman that it is likely to be
impracticable to hold or continue the meeting because of the numbers of
members and proxies wishing to attend the meeting who are not present he
may adjourn the meeting to another time and place (or sine die) without the
need for any such consent, but no business shall be transacted at any
adjourned meeting except business which might lawfully have been transacted
at the meeting from which the adjournment took place. Where a meeting is
adjourned sine die, the time and place for the adjourned meeting shall be
fixed by the Directors. When a meeting is adjourned for thirty days or more
or sine die, not less than seven days' notice of the adjourned meeting
shall be given in any manner in which notice of a meeting may lawfully be
given for the time being.
55. Save as hereinbefore expressly provided, it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at an
adjourned meeting.
56. (A) Subject to paragraph (B) of this Article and subject to the Statutes,
no Substantive Resolution may be considered or passed at a General
Meeting unless the text of the resolution was set out in the notice by
which the meeting was convened.
(B) A Substantive Resolution may be amended (for example by correcting
grammatical or clerical errors which can be corrected as a matter of
construction of the resolution set out in the notice when read
together with any circular which accompanied the notice, or by
reducing the words to more formal language) provided that there is no
departure from the substance of the resolution which was set out in
the notice by which the meeting was convened.
57. At any General Meeting all Substantive Resolutions put to the vote of the
meeting shall be decided on a poll and all Other Resolutions put to the
vote of the meeting shall be decided on a show of hands unless a poll is
(before or on the declaration of the result of the show of hands) demanded
by:-
(i) the chairman of the meeting; or
(ii) not less than five members present in person or by proxy and entitled
to vote; or
(iii)a member or members present in person or by proxy and representing
not less than one-tenth of the total voting rights of all the members
having the right to vote at the meeting; or
(iv) a member or members present in person or by proxy and holding shares
in the Company conferring a right to vote at the meeting being shares
on which an aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all the shares conferring that
right.
The chairman of the meeting shall use his absolute discretion to determine
whether a resolution is an Other Resolution or a Substantive Resolution and
his decision shall be final.
58. A demand for a poll may be withdrawn only with the approval of the meeting.
A demand so withdrawn shall not be taken to have invalidated the result of
a show of hands on an Other Resolution declared before the demand was made.
Unless a poll is required or demanded a declaration by the chairman of the
meeting that an Other Resolution has been carried, or carried unanimously,
or by a particular majority, or lost, and an entry to that effect in the
minute book, shall be conclusive evidence of that fact without proof of the
number or proportion of the votes recorded for or against such Resolution.
If a poll is required or demanded, it shall be taken in such manner
(including the use of ballot or voting papers or tickets) as the chairman
of the meeting may direct, and the result of the poll shall be deemed to be
the Resolution of the meeting at which the poll was demanded. The chairman
of the meeting may (and if so directed by the meeting shall) appoint
scrutineers and may adjourn the meeting to some place and time fixed by him
for the purpose of declaring the result of the poll.
59. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or
at which the poll is demanded shall be entitled to a casting vote.
60. A poll demanded on the choice of a chairman or on a question of adjournment
shall be taken forthwith. A poll demanded on any other question shall be
taken either immediately or at such subsequent time (not being more than
thirty days from the date of the meeting) and place as the chairman may
direct. No notice need be given of a poll not taken immediately. The demand
for a poll shall not prevent the continuance of the meeting for the
transaction of any business other than the question on which the poll has
been demanded.
60A. The chairman shall take such action as he thinks fit to promote the orderly
conduct of the business of any General Meeting as laid down in the notice
of the meeting and to promote the conduct of such business with reasonable
despatch and the chairman's decision, made in good faith, on matters of
procedure or arising incidentally from the business of the meeting shall be
final, as shall his determination, acting in good faith, as to whether any
matter is of such a nature.
60B. Every Subsidiary Chairman shall keep good order at the location where he is
presiding, and he shall have all powers necessary or desirable for that
purpose. Every Subsidiary Chairman shall also carry out all requests made
of him by or on behalf of the chairman of the meeting in which he is
participating, and he shall have all powers necessary or desirable for that
purpose.
VOTES OF MEMBERS
61. (A) Subject to Articles 49(D) and 63 and to any special rights or
restrictions as to voting attached to any class of shares, on a show
of hands every member who is present in person and every person
present who has been duly appointed as a proxy shall have one vote and
on a poll every member who is present in person or by proxy shall have
two votes for every (pound)5 in nominal amount of the First Preference
Shares and Second Preference Shares and one vote for every US$0.25 in
nominal amount of all other shares of which he is the holder or in
respect of which his appointment as proxy has been made.
(B) In the case of joint holders of a share the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to
the exclusion of the votes of the other joint holders and for this
purpose seniority shall be determined by the order in which the names
stand in the Register of Members in respect of the share.
62. Where in England or elsewhere a receiver or other person (by whatever name
called) has been appointed by any court claiming jurisdiction in that
behalf to exercise powers with respect to the property or affairs of any
member on the ground (however formulated) of mental disorder, the Directors
may in their absolute discretion, upon or subject to production of such
evidence of the appointment as the Directors may require, permit such
receiver or other person on behalf of such member to vote in person or by
proxy at any General Meeting or to exercise any other right conferred by
membership in relation to meetings of the Company.
63. No member shall, unless the Directors otherwise determine, be entitled in
respect of shares held by him to vote at a General Meeting either
personally or by proxy or to exercise any other right conferred by
membership in relation to meetings of the Company if any call or other sum
presently payable by him to the Company in respect of such shares remains
unpaid.
64. No person other than the Company or some person acting on its behalf may
raise an objection to the admissibility of any vote except at the meeting
or adjourned meeting or subsequent poll at which that vote may be, or is,
given or tendered. Any such objection shall be referred to the person
presiding when the objection is raised. The person presiding, or some
person appointed by him, shall rule on the objection, and such ruling shall
be final and conclusive. If a vote is ruled in order it shall then be valid
for all purposes unless previously or subsequently disallowed by the
Company.
65. On a poll, votes may be given either personally or by proxy and a person
entitled to more than one vote:-
(i) may vote in respect of some of his shares in person and in respect of
others of them by proxy; and
(ii) need not use all his votes or cast all the votes he uses (either in
person or by proxy) in the same way.
66. A proxy need not be a member of the Company.
67. (A) A proxy shall only be appointed in one of the manners specified in
this article (as supplemented by the following two articles), or in
accordance with Articles 145, 147 and 150.
(B) A proxy may be appointed by an instrument in writing in any usual or
common form, or in any other form which the Directors may approve,
and:-
(i) in the case of an appointor who is a natural person shall be
signed by the appointor or his agent lawfully authorised in
writing; and
(ii) in the case of an appointor that is a corporation shall be either
given under its common seal or signed on its behalf by an agent
lawfully authorised in writing or by a duly authorised officer of
the corporation.
The signature on such an instrument appointing a proxy need not
be witnessed.
Such an instrument appointing a proxy must be left at such place or
one of such places (if any) as may be specified for the purpose in or
by way of note to or in any document accompanying the notice convening
the meeting (or, if no place is so specified, at the Transfer Office)
not less than 48 hours (or such shorter time as the Directors may
determine) before the time appointed for the commencement of the
meeting or adjourned meeting (or in the case of a poll taken otherwise
than at or on the same day as the meeting or adjourned meeting before
the time appointed for the taking of the poll) at which it is to be
used, and in default shall not be treated as valid.
Where an instrument appointing a proxy is signed on behalf of the
appointor by an agent lawfully authorised in writing, the authority
under which the agent is appointed, or a duly certified copy thereof,
must (failing previous registration with the Company) be lodged with
the instrument of proxy in the manner directed above, failing which
the instrument may be treated as invalid.
(C) A proxy may be appointed by electronic communication to such address
as may be notified by or on behalf of the Company for that purpose, or
by any other lawful means from time to time authorised by the
Directors. Any means of appointing a proxy which is authorised by or
under this paragraph shall be subject to any terms, limitations,
conditions or restrictions that the Directors may from time to time
prescribe.
(D) An appointment of a proxy by electronic communication where an address
has been specified for the purpose of receiving appointments by
electronic communication:-
(i) in the notice convening the meeting; or
(ii) in any instrument of proxy sent out by the Company in relation to
the meeting; or
(iii)in any invitation contained in an electronic communication to
appoint a proxy issued by the Company in relation to the meeting
must be received at such address not later that 48 hours (or such
shorter time as the Directors may determine) before the time appointed
for the commencement of the meeting or adjourned meeting (or in the
case of a poll taken otherwise than at or on the same day as the
meeting or adjourned meeting before the time appointed for the taking
of the poll) at which it is to be used, and in default shall not be
treated as valid.
68. From time to time the Directors may (consistently with the Statutes and
these presents) make such regulations and establish such procedures as they
consider appropriate to receive and verify the appointment or revocation of
a proxy. Any such regulations may be general, or specific to a particular
meeting. Without limitation, any such regulations may include provisions
that the Directors (or some person or persons appointed by them) may
conclusively determine any matter or dispute relating:-
(i) to the appointment or revocation, or purported appointment or
revocation, of a proxy; and/or
(ii) to any instruction contained or allegedly contained in any such
appointment,
and any such regulations may also include rebuttable or conclusive
presumptions of any fact concerning those matters. The Directors may from
time to time modify or revoke any such regulations as they think fit,
provided that no subsisting valid appointment or revocation of a proxy or
any vote instruction shall thereby by rendered invalid.
69. (A) Unless the contrary is stated therein, the appointment of a proxy
shall be valid for any adjournment of the meeting or meetings to which
it relates, and for any poll arising from any such meeting or
adjourned meeting.
(B) The valid appointment of a proxy relating to more than one meeting
(including any adjournment thereof), having once been so delivered for
the purposes of any meeting, shall not have to be re-lodged or
otherwise re-registered with the Company for the purposes of any
subsequent meeting to which it relates.
(C) A validly appointed proxy shall have the right to demand or join in
demanding a poll and the right to speak at a meeting.
(D) Notice of the revocation of the appointment of a proxy may be given in
any lawful manner which complies with all (if any) regulations for the
time being in force that the Directors have made to govern how a proxy
is validly revoked. Nevertheless, a vote cast by proxy shall not be
invalidated by the previous death or insanity of any appointor, or by
the revocation of the appointment of the proxy or of the authority
under which the appointment was made, unless notice (in writing or by
electronic communication) of such death, insanity or revocation shall
have been received by the Company at such place or one of such places
(if any) as may be specified for the purpose in any notice convening
the meeting or in any material accompanying the notice convening the
meeting (or, if no place is so specified, at the Transfer Office) not
less than 48 hours (or such shorter time as the Directors may
determine) before the time appointed for the commencement of the
meeting or adjourned meeting (or in the case of a poll taken otherwise
than at or on the same day as the meeting or adjourned meeting before
the time appointed for the taking of the poll) at which the vote is
cast.
(E) To the extent permitted by law, each of the Directors, the Secretary
and each person employed or, directly or indirectly, retained or used
by the Company in the process of receiving and validating the
appointment and revocation of proxies shall not be liable to any
persons other than the Company in respect of any acts or omissions
(including negligence) occurring in the execution or purported
execution of his tasks relating to such processes, provided that he
shall have no such immunity in respect of any act done or omitted to
be done in bad faith.
DISCLOSURE OF INTERESTS
70. (A) If any member, or any other person appearing to be interested in
shares held by such member, has been duly served with a notice under
Section 212 of the Act and is in default for the Prescribed Period in
supplying to the Company the information thereby required, then the
Directors may in their absolute discretion at any time thereafter by
notice (a "Direction Notice") to such member direct that in respect of
the shares in relation to which the default occurred (the "Default
Shares") (which expression shall include any further shares which are
issued in respect of such shares) the member shall not (for so long as
the default continues) nor shall any transferee to whom any of such
shares are transferred (other than pursuant to an approved transfer or
pursuant to Article 70(C) below) be entitled to vote either personally
or by proxy at a General Meeting of the Company or a meeting of the
holders of any class of shares of the Company or to exercise any other
right conferred by membership in relation to General Meetings of the
Company or meetings of the holders of any class of shares of the
Company.
(B) The Company shall send to each other person appearing to be interested
in the shares the subject of any Direction Notice a copy of the said
Notice, but the failure or omission by the Company to do so shall not
invalidate such Direction Notice.
(C) Where the Default Shares represent at least 0.25 per cent. of the
issued shares of that class then the Direction Notice may additionally
direct:-
(i) that any cash dividend or other money which would otherwise be
payable in respect of each of the Default Shares shall (in whole
or any part thereof) be retained by the Company without any
liability to pay interest thereon when such dividend or other
money is finally paid to the member; and/or
(ii) that no transfer of any of the shares held by such member shall
be registered unless:-
(a) the member is not himself in default as regards supplying
the information required and the transfer is of part only of
the member's holding and when presented for registration is
accompanied by a certificate by the member in a form
satisfactory to the Directors to the effect that after due
and careful enquiry the member is satisfied that no person
in default as regards supplying such information is
interested in any of the shares the subject of the transfer;
or
(b) the transfer is an approved transfer.
(D) Where any person appearing to be interested in the Default Shares has
been duly served with a Direction Notice and the Default Shares which
are the subject of such Direction Notice are held by an Approved
Depositary, the provisions of this Article shall be treated as
applying only to such Default Shares held by the Approved Depositary
and not (insofar as such person's apparent interest is concerned) to
any other shares held by the Approved Depositary.
(E) Where the member on which a notice under Section 212 of the Act is
served is an Approved Depositary acting in its capacity as such, the
obligations of the Approved Depositary as a member of the Company
shall be limited to disclosing to the Company such information
relating to any person appearing to be interested in the shares held
by it as has been recorded by it pursuant to the arrangements entered
into by the Company or approved by the Directors pursuant to which it
was appointed as an Approved Depositary.
(F) Any Direction Notice shall have effect in accordance with its terms
for so long as the default in respect of which the Direction Notice
was issued continues and (unless the Directors otherwise determine)
for a period of one week thereafter but shall cease to have effect in
relation to any Default Shares which are transferred by such member by
means of an approved transfer. The Directors may at any time give
notice cancelling a Direction Notice.
(G) For the purpose of this Article:-
(i) a person shall be treated as appearing to be interested in any
shares if the member holding such shares has given to the Company
a notification under the said Section 212 of the Act which either
(a) names such person as being so interested or (b) fails to
establish the identities of those interested in the shares and
(after taking into account the said notification and any other
relevant Section 212 notification) the Company knows or has
reasonable cause to believe or suspects on reasonable grounds
that the person in question is or may be interested in the
shares;
(ii) the Prescribed Period is 28 days from the date of service of the
notice under the said Section 212 except that if the Default
Shares represent at least 0.25 per cent. of the issued shares of
that class, the Prescribed Period is 14 days from such date; and
(iii)a transfer of shares is an approved transfer if but only if:-
(a) it is a transfer of shares to an offer or by way or in
pursuance of acceptance of a take-over offer for a company
(as defined in Section 428 of the Act); or
(b) the Directors are satisfied that the transfer is made
pursuant to a sale of the whole of the beneficial ownership
of the shares to a party unconnected with the member and
withother persons appearing to be interested in such shares;
or
(c) the transfer results from a sale made through a recognised
investment exchange as defined in the Financial Services Act
1986 or any other stock exchange outside the United Kingdom
on which the Company's shares are normally traded.
(H) Nothing contained in this Article shall limit the power of the
Directors under Section 216 of the Act.
CORPORATIONS ACTING BY REPRESENTATIVES
71. Any corporation which is a member of the Company may authorise such person
as it thinks fit to act as its representative at any meeting of the Company
or of any class of members of the Company. A person so authorised shall be
entitled to exercise the same powers on behalf of the grantor of the
authority as the grantor could exercise if it were an individual member of
the Company, and a person so authorised shall, if present at any such
meeting, for the purposes of these presents be deemed to be a member
present in person at such meeting.
DIRECTORS
72. (A) Subject as hereinafter provided, the number of Directors shall not be
less than three nor more than twenty two (or such lesser maximum as
the Directors may from time to time resolve).
(B) The Company may by Ordinary Resolution from time to time vary the
minimum number and/or maximum number of Directors.
73. A Director shall not be required to hold any shares of the Company by way
of qualification. A Director who is not a member of the Company shall
nevertheless be entitled to attend and speak at General Meetings.
74. The remuneration payable to the Directors for their services in such
capacity shall be determined from time to time by Ordinary Resolution of
the Company. Such amount shall be divided among the Directors as they may
agree unless the resolution provides otherwise. The amount of remuneration
so determined will include remuneration for serving as Chairman or Deputy
Chairman and serving on committees of Directors but will not include
remuneration of Directors for performing an executive office of the
Company.
75. The Directors may repay to any Director all such reasonable expenses as he
may incur in attending and returning from meetings of the Directors or of
any committee of the Directors or General Meetings or otherwise in or about
the business of the Company.
76. The Directors shall have power to pay and agree to pay pensions or other
retirement, superannuation, death or disability benefits to (or to any
person in respect of) any Director or ex-Director and for the purpose of
providing any such pensions or other benefits to contribute to any scheme
or fund or to pay premiums.
77. A Director may be party to or in any way interested in any contract or
arrangement or transaction to which the Company is a party or in which the
Company is in any way interested and he may hold and be remunerated in
respect of any office or place of profit (other than the office of Auditor
of the Company or any subsidiary thereof) under the Company or any other
company in which the Company is in any way interested and he (or any firm
of which he is a member) may act in a professional capacity for the Company
or any such other company and be remunerated therefor and in any such case
as aforesaid (save as otherwise agreed) he may retain for his own absolute
use and benefit all profits and advantages accruing to him thereunder or in
consequence thereof.
78. (A) The Directors may from time to time appoint one or more of their body
to be the holder of any executive office on such terms (including such
terms as to remuneration by way of salary, commission or otherwise)
and for such period as they may (subject to the provisions of the
Statutes) determine and, without prejudice to the terms of any
contract entered into in any particular case, may at any time revoke
any such appointment.
(B) The appointment of any Director to the office of Chairman or Deputy
Chairman shall automatically determine if he ceases to be a Director
but without prejudice to any claim for damages for breach of any
contract of service between him and the Company.
(C) The appointment of any Director to an executive office shall not
automatically determine if he ceases from any cause to be a Director,
unless the contract or resolution under which he holds office shall
expressly state otherwise, in which event such determination shall be
without prejudice to any claim for damages for breach of any contract
of service between him and the Company.
79. The Directors may entrust to and confer upon any Director holding any
executive office any of the powers exercisable by them as Directors upon
such terms and conditions and with such restrictions as they think fit, and
either collaterally with or to the exclusion of their own powers, and may
from time to time revoke, withdraw, alter or vary all or any of such
powers.
APPOINTMENT AND RETIREMENT OF DIRECTORS
80. Any provision of the Statutes which, subject to the provisions of these
presents, would have the effect of rendering any person ineligible for
appointment as a Director or liable to vacate office as a Director on
account of his having reached any specified age or of requiring special
notice or any other special formality in connection with the appointment of
any Director over a specified age, shall apply to the Company.
81. The office of a Director shall be vacated in any of the following events,
namely:-
(i) if he shall become prohibited by law from acting as a Director;
(ii) if he shall resign in writing left at the Office or if he shall in
writing offer to resign and the Directors shall resolve to accept such
offer;
(iii)if he shall have a receiving order made against him or shall compound
with his creditors generally;
(iv) if in England or elsewhere an order shall be made by any court
claiming jurisdiction in that behalf on the ground (however
formulated) of mental disorder for his detention or for the
appointment of a guardian or for the appointment of a receiver or
other person (by whatever name called) to exercise powers with respect
to his property or affairs.
82. At each Annual General Meeting all those Directors who have held office for
three years or more since they were elected or re-elected shall retire from
office by rotation.
83. A retiring Director shall be eligible for re-election.
84. The Company at the meeting at which a Director retires under any provision
of these presents may by Ordinary Resolution fill the office being vacated
by electing thereto the retiring Director or some other person eligible for
appointment. In default the retiring Director shall be deemed to have been
re-elected except in any of the following cases:-
(i) where at such meeting it is expressly resolved not to fill such office
or a Resolution for the re-election of such Director is put to the
meeting and lost;
(ii) where such Director has given notice in writing to the Company that he
is unwilling to be re-elected;
(iii)where the default is due to the moving of a Resolution in
contravention of the next following Article;
(iv) where such Director has attained any retiring age applicable to him as
Director.
The retirement shall not have effect until the conclusion of the meeting
except where a Resolution is passed to elect some other person in the place
of the retiring Director or a Resolution for his re-election is put to the
meeting and lost and accordingly a retiring Director who is re-elected or
deemed to have been re-elected will continue in office without a break.
85. A Resolution for the appointment of two or more persons as Directors by a
single Resolution shall not be moved at any General Meeting unless a
Resolution that it shall be so moved has first been agreed to by the
meeting without any vote being given against it; and any Resolution moved
in contravention of this provision shall be void.
86. No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for election, be eligible for appointment as a
Director at any General Meeting unless not less than seven nor more than
forty-two days (inclusive of the date on which the notice is given) before
the date appointed for the meeting there shall have been lodged at the
Office notice in writing signed by some member (other than the person to be
proposed) duly qualified to attend and vote at the meeting for which such
notice is given of his intention to propose such person for election and
also notice in writing signed by the person to be proposed of his
willingness to be elected.
87. The Company may in accordance with and subject to the provisions of the
Statutes by Ordinary Resolution of which special notice has been given
remove any Director from office (notwithstanding any provision of these
presents or of any agreement between the Company and such Director, but
without prejudice to any claim he may have for damages for breach of any
such agreement) and appoint another person in place of a Director so
removed from office. In default of such appointment the vacancy arising
upon the removal of a Director from office may be filled as a casual
vacancy.
88. The Company may by Ordinary Resolution appoint any person to be a Director
either to fill a casual vacancy or as an additional Director. Without
prejudice thereto the Directors shall have power at any time so to do, but
so that the total number of Directors shall not thereby exceed the maximum
number (if any) fixed by or in accordance with these presents. Any person
so appointed by the Directors shall hold office only until the next General
Meeting and shall then be eligible for re-election.
MEETINGS AND PROCEEDINGS OF DIRECTORS
89. (A) Subject to the provisions of these presents the Directors may meet
together for the despatch of business, adjourn and otherwise regulate
their meetings as they think fit.
(B) Subject always to Article 89(A), all or any of the Directors or any
committee thereof may participate in a meeting of the Directors 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. Any 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 chairman of the
meeting is then present.
90. At any time any Director may, and the Secretary on the requisition of a
Director shall, summon a meeting of the Directors. Any Director may waive
notice of any meeting and any such waiver may be retroactive.
91. The quorum necessary for the transaction of the business of the Directors
may be fixed from time to time by the Directors and unless so fixed at any
other number shall be two. A meeting of the Directors at which a quorum is
present shall be competent to exercise all powers and discretions for the
time being exercisable by the Directors.
92. Questions arising at any meeting of the Directors shall be determined by a
majority of votes. In case of an equality of votes the chairman of the
meeting shall have a second or casting vote.
93. (A) Save as herein provided, a Director shall not vote in respect of any
contract or arrangement or any other proposal whatsoever in which he
has any material interest otherwise than by virtue of his interests in
shares or debentures or other securities of or otherwise in or through
the Company. A Director shall not be counted in the quorum at a
meeting in relation to any resolution on which he is debarred from
voting.
(B) Subject to the provisions of the Statutes a Director shall (in the
absence of some other material interest than is indicated below) be
entitled to vote (and be counted in the quorum) in respect of any
resolution concerning any of the following matters, namely:-
(i) the giving of any security or indemnity to him in respect of
money lent or obligations incurred by him at the request of or
for the benefit of the Company or any of its subsidiaries;
(ii) the giving of any security or indemnity to a third party in
respect of a debt or obligation of the Company or any of its
subsidiaries for which he himself has assumed responsibility in
whole or in part under a guarantee or indemnity or by the giving
of security;
(iii)any proposal concerning an offer of shares or debentures or
other securities of or by the Company or any of its subsidiaries
for subscription or purchase in which offer he is or is to be
interested as a participant in the underwriting or
sub-underwriting thereof;
(iv) any proposal concerning any other company in which he is
interested, directly or indirectly and whether as an officer or
shareholder or otherwise howsoever, provided that he (together
with persons connected with him within the meaning of Section 346
of the Act) is not the holder of or beneficially interested in
one per cent. or more of the issued shares of any class of such
company (or of any third company through which his interest is
derived) or of the voting rights available to members of the
relevant company (any such interest being deemed for the purposes
of this Article to be a material interest in all circumstances);
(v) any proposal concerning the adoption, modification or operation
of a superannuation fund or retirement benefits scheme or
Employees' Share Scheme under which he may benefit and which has
been approved by or is subject to and conditional upon approval
by the Board of Inland Revenue for taxation purposes or by the
Company in General Meeting.
(vi) any proposal concerning the purchase and/or maintenance of any
insurance policy under which he may benefit.
(C) Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more
Directors to offices or employments with the Company or any company in
which the Company is interested, such proposals may be divided and
considered in relation to each Director separately and in such case
each of the Directors concerned (if not debarred from voting under
paragraph (B) (iv) of this Article) shall be entitled to vote (and be
counted in the quorum) in respect of each resolution except that
concerning his own appointment.
(D) If any question shall arise at any time as to the materiality of a
Director's interest or as to the entitlement of any Director to vote
and such question is not resolved by his voluntarily agreeing to
abstain from voting, such question shall be referred to the chairman
of the meeting and his ruling in relation to any other Director shall
be final and conclusive except in a case where the nature or extent of
the interests of such Director has not been fairly disclosed.
(E) The Company may by Ordinary Resolution suspend or relax the provisions
of this Article to any extent or ratify any transaction not duly
authorised by reason of a contravention of this Article.
94. The continuing Directors may act notwithstanding any vacancies, but if and
so long as the number of Directors is reduced below the minimum number
fixed by or in accordance with these presents the continuing Directors or
Director may act for the purpose of filling such vacancies or of summoning
General Meetings, but not for any other purpose. If there be no Directors
or Director able or willing to act, then any two members may summon a
General Meeting for the purpose of appointing Directors.
95. (A) The Directors may elect from their number a Chairman and a Deputy
Chairman (or two or more Deputy Chairmen) and determine the period for
which each is to hold office. If no Chairman or Deputy Chairman shall
have been appointed or if at any meeting of the Directors no Chairman
or Deputy Chairman shall be present within five minutes after the time
appointed for holding the meeting, the Directors present may choose
one of their number to be chairman of the meeting.
(B) If at any time there is more than one Deputy Chairman the right in the
absence of the Chairman to preside at a meeting of the Directors or of
the Company shall be determined as between the Deputy Chairmen present
(if more than one) by seniority in length of appointment as Deputy
Chairman or otherwise as resolved by the Directors.
96. A resolution in writing signed by all the Directors shall be effective as a
resolution duly passed at a meeting of the Directors held in the United
Kingdom and may consist of several documents in the like form, each signed
by one or more Directors. The documents may be facsimile or electronic
copies of the resolution, in which case the resolution shall be effective
upon receipt by the Secretary of the final document.
97. The Directors may delegate any of their powers or discretions to committees
consisting of one or more members of their body and (if thought fit) one or
more other persons co-opted as hereinafter provided. Any committee so
formed shall in the exercise of the powers so delegated conform to any
regulations which may from time to time be imposed by the Directors. Any
such regulations may provide for or authorise the co-option to the
committee of persons other than Directors and for such co-opted members to
have voting rights as members of the committee but so that (a) the number
of co-opted members shall be less than one-half of the total number of
members of the committee and (b) no resolution of the committee shall be
effective unless a majority of the members of the committee present at the
meeting are Directors.
98. The meetings and proceedings of any such committee consisting of two or
more members shall be governed mutatis mutandis by the provisions of these
presents regulating the meetings and proceedings of the Directors, so far
as the same are not superseded by any regulations made by the Directors
under the last preceding Article.
99. All acts done by any meeting of Directors, or of any such committee, or by
any person acting as a Director or as a member of any such committee, shall
as regards all persons dealing in good faith with the Company,
notwithstanding that there was some defect in the appointment of any of the
persons acting as aforesaid, or that any such persons were disqualified 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.
BORROWING POWERS
100. (A) Subject as hereinafter provided and to the provisions of the Statutes
the Directors may exercise all the powers of the Company to borrow
money, and to mortgage or charge its undertaking, property and
uncalled capital, and to issue debentures and other securities,
whether outright or as collateral security for any debt, liability or
obligation of the Company or of any third party.
(B) The Directors shall restrict the borrowings of the Company and
exercise all voting and other rights or powers of control exercisable
by the Company in relation to its subsidiaries incorporated in the
United Kingdom so as to secure that the aggregate amount for the time
being remaining undischarged of all moneys borrowed by the Company
and/or any of its subsidiaries incorporated in the United Kingdom
(exclusive of moneys borrowed by the Company from and for the time
being owing to any such subsidiary or by any such subsidiary from and
for the time being owing to the Company or another such subsidiary)
shall not, except with the consent of the Company in General Meeting,
at any one time exceed:-
(i) the amount paid up on the Share Capital of the Company for the
time being issued, plus
(ii) the aggregate of the sums for the time being standing to the
credit of the Capital and Revenue Reserves (including Share
Premium Account and Undistributed Profits but excluding amounts
set aside for Taxation) of the Company and its subsidiaries
incorporated in the United Kingdom as appearing in the latest
audited accounts of those Companies.
(C) For the purposes of the said limits:-
(i) the issue of debentures shall be deemed to constitute borrowing
notwithstanding that the same may be issued in whole or in part
for a consideration other than cash;
(ii) moneys borrowed for the purpose of repaying or redeeming (with or
without premium) in whole or in part any other borrowed moneys
falling to be taken into account and intended to be applied for
such purpose within six months after the borrowing thereof shall
not during such period, except to the extent so applied,
themselves be taken into account;
(iii)any amounts borrowed from bankers or others for the purpose of
financing any contract up to an amount not exceeding that part of
the price receivable under such contract which is guaranteed or
insured by the Export Credits Guarantee Department or other like
institution carrying on a similar business shall be deemed not to
be borrowed moneys;
(iv) borrowed moneys expressed in or calculated by reference to a
currency other than sterling shall be translated into sterling by
reference to the rate of exchange used for the conversion of such
currency in the latest audited balance sheet of the relevant
company or, if the relevant currency was not thereby involved, by
reference to the rate of exchange or approximate rate of exchange
ruling on such date and determined on such basis as the Auditors
may determine or approve.
(D) No person dealing with the Company or any of its subsidiaries shall be
concerned to see or enquire whether the said limit is observed and no
debt incurred or security given in excess of such limit shall be
invalid or ineffectual unless the lender or the recipient of the
security had, at the time when the debt was incurred or security
given, express notice that the said limit had been or would thereby be
exceeded.
GENERAL POWERS OF DIRECTORS
101. (A) The business and affairs of the Company shall be managed by the
Directors, who may exercise all such powers of the Company as are not
by the Statutes or by these presents required to be exercised by the
Company in General Meeting, subject nevertheless to any regulations of
these presents, to the provisions of the Statutes and to such
regulations, being not inconsistent with the aforesaid regulations or
provisions, as may be prescribed by Special Resolution of the Company,
but no regulation so made by the Company shall invalidate any prior
act of the Directors which would have been valid if such regulation
had not been made. The general powers given by this Article shall not
be limited or restricted by any special authority or power given to
the Directors by any other Article.
(B) The Directors shall ensure that the head office of the Company remains
in England at all times.
102. The Directors may establish any local boards or agencies for managing any
of the affairs of the Company, either in the United Kingdom or elsewhere,
and may appoint any persons to be members of such local boards, or any
managers or agents, and may fix their remuneration, and may delegate to any
local board, manager or agent any of the powers, authorities and
discretions vested in the Directors, with power to sub-delegate, and may
authorise the members of any local boards, or any of them, to fill any
vacancies therein, and to act notwithstanding vacancies, and any such
appointment or delegation may be made upon such terms and subject to such
conditions as the Directors may think fit, and the directors may remove any
person so appointed, and may annul or vary any such delegation, but no
person dealing in good faith and without notice of any such annulment or
variation shall be affected thereby.
103. The Directors may from time to time and at any time by power of attorney or
otherwise appoint any company, firm or person or any fluctuating body of
persons, whether nominated directly or indirectly by the Directors, to be
the attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretions (not exceeding those vested in or
exercisable by the Directors under these presents) and for such period and
subject to such conditions as they may think fit, and any such power of
attorney may contain such provisions for the protection and convenience of
persons dealing with any such attorney as the Directors may think fit, and
may also authorise any such attorney to sub-delegate all or any of the
powers, authorities and discretions vested in him.
104. Subject to and to the extent permitted by the Statutes, the Company, or the
Directors on behalf of the Company, may cause to be kept in any territory a
branch register of members resident in such territory, and the Directors
may make and vary such regulations as they may think fit respecting the
keeping of any such register.
105. All cheques, promissory notes, drafts, bills of exchange, and other
negotiable or transferable instruments, and all receipts for moneys paid to
the Company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, in such manner as the Directors shall from
time to time by Resolution determine.
SECRETARY
106. The Secretary shall be appointed by the Directors on such terms and for
such period as they may think fit. Any Secretary so appointed may at any
time be removed from office by the Directors, but without prejudice to any
claim for damages for breach of any contract of service between him and the
Company. If thought fit two or more persons may be appointed as Joint
Secretaries. The Directors may also appoint from time to time on such terms
as they may think fit one or more Deputy Secretaries, Assistant Secretaries
and Deputy Assistant Secretaries. A signature or attestation or
certification of or on any document by a Deputy, Assistant or Deputy
Assistant Secretary in that capacity shall in favour of any person dealing
with the Company on the faith thereof be as effective as if it were the
signature or attestation or certification of or on such document by the
Secretary.
AUTHENTICATION OF DOCUMENTS
107. Any Director or the Secretary or any person appointed by the Directors for
the purpose shall have power to authenticate any documents affecting the
constitution of the Company and any Resolutions passed by the Company or
the Directors or any committee, and any books, records, documents and
accounts relating to the business of the Company, and to certify copies
thereof or extracts therefrom as true copies or extracts; and where any
books, records, documents or accounts are elsewhere than at the Office the
local manager or other officer of the Company having the custody thereof
shall be deemed to be a person appointed by the Directors as aforesaid. A
document purporting to be a copy of a Resolution, or an extract from the
minutes of a meeting, of the Company or of the Directors or any committee
which is certified as aforesaid shall be conclusive evidence in favour of
all persons dealing with the Company upon the faith thereof that such
Resolution has been duly passed or, as the case may be, that any minute so
extracted is a true and accurate record of proceedings at a duly
constituted meeting.
RESERVES
108. (A) After payment of the dividends upon any Preference Shares of the
Company, and of a dividend of 4.2 per cent. upon the Ordinary Shares,
there shall be set aside a Special Reserve Fund out of the balance of
the profits of each year such sum as the Directors may determine, and
no part of the moneys so set aside nor of the interest thereon shall
without the sanction of an Extraordinary Resolution of the holders of
the Preference Shares be applied otherwise than for the purpose of
making up any deficit of cumulative dividend on the Preference Shares,
or in the event of a reduction of capital or a winding up, for the
purpose of repaying to the holders of the Preference Shares the
amounts paid up on such shares together with the 10 per cent. referred
to in sub-paragraphs (i) and (ii) of paragraph (A) of Article 3 but
the same may be used by the Directors as part of the working capital
of the Company. All moneys from time to time standing to the credit of
the Special Reserve Fund may be invested in or upon such securities or
investments as the Directors shall think fit, including the debentures
of any company formed or promoted by this Company, or in which this
Company shall hold shares.
(B) The Directors may from time to time set aside out of the profits of
the Company and carry to a general reserve such further sums as they
think proper which, at the discretion of the Directors, shall be
applicable for any purpose to which the profits of the Company may
properly be applied and pending such application may either be
employed in the business of the Company or be invested. The Directors
may divide the general reserve into such special funds as they think
fit and may consolidate into one fund any special funds or any parts
of any special funds into which the general reserve may have been
divided. The Directors may also without placing the same to reserve
carry forward any profits.
(C) In carrying sums to reserve and in applying the same the Directors
shall comply with the provisions of the Statutes.
THE SEAL
109. The Company may exercise the powers conferred by the Statutes with regard
to having an official seal for use abroad and such powers shall be vested
in the Directors.
110. (A) The Directors shall provide for the safe custody of the Seal and any
Securities Seal and neither shall be used without the authority of the
Directors or of a committee authorised by the Directors in that
behalf.
(B) Every instrument to which the Seal shall be affixed shall be signed
autographically by one Director and the Secretary or by two Directors
save that as regards any certificates for shares or debentures or
other securities of the Company the Directors may by resolution
determine that such signatures or either of them shall be dispensed
with or affixed by some method or system of mechanical signature.
(C) The Securities Seal shall be used only for sealing securities issued
by the Company and documents creating or evidencing securities so
issued. Any such securities or documents sealed with the Securities
Seal shall not require to be signed.
(D) Where the Statutes so permit, any instrument signed by one Director
and the Secretary or by two Directors and expressed to be executed by
the Company shall have the same effect as if executed under the Seal,
provided that no instrument shall be so signed which makes it clear on
its face that it is intended by the person or persons making it to
have effect as a deed without the authority of the Directors or of a
committee authorised by the Directors in that behalf.
DIVIDENDS
111. (A) The Company may by Ordinary Resolution declare dividends but no such
dividend shall exceed the amount recommended by the Directors.
(B) In the period to December 31 2003, the Directors shall announce any
dividends on Ordinary Shares in US dollars together with a sterling
equivalent for any such dividend which shall be determined in
accordance with Article 113(C) below.
(C) Holders of Ordinary Shares shall be entitled to be paid dividends in
sterling.
112. If and so far as in the opinion of the Directors the profits of the Company
justify such payments, the Directors may declare and pay the fixed
dividends on any class of shares carrying a fixed dividend expressed to be
payable on fixed dates on the half-yearly or other dates prescribed for the
payment thereof and may also from time to time pay interim dividends on
shares of any class of such amounts and on such dates and in respect of
such periods as they think fit.
113. (A) Unless and to the extent that the rights attached to any shares, the
terms of issue thereof or these presents otherwise provide, all
dividends shall (as regards any shares not fully paid throughout the
period in respect of which the dividend is paid) be apportioned and
paid pro rata according to the amounts paid on the shares during any
portion or portions of the period in respect of which the dividend is
paid. For the purposes of this Article no amount paid on a share in
advance of calls shall be treated as paid on the share.
(B) The Directors may at their discretion make provisions to enable an
Approved Depositary and/or any other member to receive dividends duly
payable in a currency or currencies other than sterling.
(C) For the purposes of the calculation of the amount receivable in
respect of any dividend, the rate of exchange to be used to determine
the relevant currency equivalent of any sum payable as a dividend
shall be such market rate (whether spot or forward) selected by the
Directors as they shall consider appropriate ruling at the close of
business in London on the date which is the business day last
preceding (a) in the case of a dividend to be declared by the Company
in general meeting, the date on which the Directors publicly announce
their intention to recommend that specific dividend and (b) in the
case of any other dividend, the date on which the Directors publicly
announce their intention to pay that specific dividend. Provided that
where the Directors consider the circumstances to be appropriate they
shall determine such relevant currency equivalent of any sums payable
as a dividend by reference to such market rate or rates or the mean of
such market rates prevailing at such time or times or on such other
date or dates, in each case falling before the time of the relevant
announcement, as the Directors may in their discretion select.
114. No dividend shall be paid otherwise than out of profits available for
distribution under the provisions of the Statutes.
115. Subject to the provisions of the Statutes, where any asset, business or
property is bought by the Company as from a past date the profits and
losses thereof as from such date may at the discretion of the Directors in
whole or in part be carried to revenue account and treated for all purposes
as profits or losses of the Company. Subject as aforesaid, if any shares or
securities are purchased cum dividend or interest, such dividend or
interest may at the discretion of the Directors be treated as revenue, and
it shall not be obligatory to capitalise the same or any part thereof.
116. No dividend or other moneys payable on or in respect of a share shall bear
interest as against the Company.
117. (A) The Directors may retain any dividend or other moneys payable on or in
respect of a share on which the Company has a lien and may apply the
same in or towards satisfaction of the debts, liabilities or
engagements in respect of which the lien exists.
(B) The Directors may retain the dividends payable upon shares in respect
of which any person is under the provisions as to the transmission of
shares hereinbefore contained entitled to become a member, or which
any person is under those provisions entitled to transfer, until such
person shall become a member in respect of such shares or shall
transfer the same.
118. The waiver in whole or in part of any dividend on any share by any document
(whether or not under seal) shall be effective only if such document is
signed by the shareholder (or the person entitled to the share in
consequence of the death or bankruptcy of the holder) and delivered to the
Company and if or to the extent that the same is accepted as such or acted
upon by the Company.
119. The payment by the Directors of any unclaimed dividend or other moneys
payable on or in respect of a share into a separate account shall not
constitute the Company a trustee in respect thereof and any dividend
unclaimed after a period of twelve years from the date of declaration of
such dividend shall be forfeited and shall revert to the Company.
120. The Company may upon the recommendation of the Directors by Ordinary
Resolution direct payment of a dividend in whole or in part by the
distribution of specific assets (and in particular of paid-up shares or
debentures of any other company) and the Directors shall give effect to
such Resolution. In addition the Directors may direct payment of any
dividend in whole or in part by the distribution of Designated Shares. If
at any time and from time to time there have been, or will be, allotted any
shares which are Designated Shares, the Directors resolve to allot to any
person any Ordinary Shares (whether or not pursuant to an existing
obligation of the Company) the Directors may, if and so far as in the
opinion of the Directors the profits of the Company justify such payments,
either at the time of such allotment or at any time thereafter, resolve
that there be paid to the registered holder of such Ordinary Shares as at
the close of business (or at such other time as the Directors may
determine) on such date as the Directors may specify a dividend to be paid
by the distribution of Designated Shares in such amount and manner as will
secure that such holder will receive one Designated Share for each Ordinary
Share held by him. (If and so far as the foregoing provisions are
inconsistent with those contained in Articles 112, 113, 121 or 123, the
foregoing provisions shall prevail.) Where any difficulty arises in regard
to such distribution, the Directors may settle the same as they think
expedient and in particular may issue fractional certificates, may fix the
value for distribution of such specific assets or any part thereof, may
determine that cash payments shall be made to any members upon the footing
of the value so fixed in order to adjust the rights of all parties and may
vest any such specific assets in trustees as may seem expedient to the
Directors. The Directors may in relation to any such distribution of
Designated Shares authorise any person to enter on behalf of all the
members interested into an agreement with the relevant Designated
Subsidiary whereby such members agree to become members and to be bound, in
respect of their holdings of Designated Shares from time to time, by the
Memorandum and Articles of Association (as amended from time to time), of
such Designated Subsidiary and each mandate or other instruction relating
to the payment of dividends or making of distributions by the Company, and
which is in force at the time of determining entitlement to any
distribution of Designated Shares, shall, unless and until revoked, become
a valid and binding mandate or other instruction to such Designated
Subsidiary in respect of any dividend or other distribution paid or made by
it, and any agreement made under the authority given to the Directors
pursuant to this Article shall be effective and binding on all concerned.
121. (A) Any dividend or other moneys payable in cash (whether in sterling or
foreign currency pursuant to provision made under these presents) on
or in respect of a share may be paid by cheque or warrant sent through
the post to the registered address (or in the case of an Approved
Depositary, subject to the approval of the Directors, such persons and
postal addresses as an Approved Depositary may direct) of the member
or person entitled thereto (or, if two or more persons are registered
as joint holders of the share or are entitled thereto in consequence
of the death or bankruptcy of the holder, to any one of such persons)
or to such person and such postal address as such member or person or
persons may by writing direct. Every such cheque or warrant shall be
made payable to, or to the order of, the person to whom it is sent or
to such person as the holder or joint holders or person or persons
entitled to the share in consequence of the death or bankruptcy of the
holder may direct and payment of the cheque or warrant by the banker
upon whom it is drawn shall be a good discharge to the Company. If any
such cheque or warrant has or shall be alleged to have been lost,
stolen or destroyed, the Directors may, on request of the person
entitled thereto, issue a replacement cheque or warrant subject to
compliance with such conditions as to evidence and indemnity and the
payment of out of pocket expenses of the Company in connection with
the request as the Directors may think fit. Every such cheque or
warrant shall be sent at the risk of the person entitled to the money
represented thereby. If on three consecutive occasions cheques or
warrants in payment of dividends or other moneys payable on or in
respect of any share have been sent through the post in accordance
with the provisions of this Article but have been returned undelivered
or left uncashed during the periods for which the same are valid, the
Company need not thereafter despatch further cheques or warrants in
payment of dividends or other moneys payable on or in respect of the
share in question until the member or other person entitled thereto
shall have communicated with the Company and supplied in writing to
the Transfer Office a postal address for the purpose.
(B) Where an Approved Depositary approved by the Directors for the
purposes of this Article has elected or agreed pursuant to provision
made under these presents to receive dividends in a foreign currency,
the Directors may in their discretion approve the entering into of
arrangements with such Approved Depositary to enable payment of the
dividend to be made to such Approved Depositary in such foreign
currency for value on the date on which the relevant dividend is paid,
or such later date as the Directors may determine.
122. If two or more persons are registered as joint holders of any share, or are
entitled jointly to a share in consequence of the death or bankruptcy of
the holder, any one of them may give effectual receipts for any dividend or
other moneys payable or property distributable on or in respect of the
share.
RECORD DATE
123. Notwithstanding any other provision of these presents but subject always to
the Statutes, the Company or the Directors may by resolution specify any
date (the "record date") as the date at the close of business (or such
other time as the Directors may determine) on which persons registered as
the holders of shares or other securities shall be entitled to receipt of
any dividend, distribution, interest, allotment, issue, notice,
information, document or circular and such record date may be on or at any
time before the date on which the same is paid or made or (in the case of
any dividend, distribution, interest, allotment or issue) at any time after
the same is recommended, resolved, declared or announced but without
prejudice to the rights inter se in respect of the same of transferors and
transferees of any such shares or other securities.
CAPITALISATION OF PROFITS AND RESERVES
124. The Directors may, with the sanction of an Ordinary Resolution of the
Company, capitalise any sum standing to the credit of any of the Company's
reserve accounts (including any share premium account, capital redemption
reserve or other undistributable reserve) or any sum standing to the credit
of profit and loss account by appropriating such sum to the members who
would have been entitled to it if it were distributed by way of dividend on
the Ordinary Shares and in the same proportions and applying such sum on
their behalf in paying up in full unissued Ordinary Shares (or, subject to
any special rights previously conferred on any shares or class of shares
for the time being issued, unissued shares of any other class not being
redeemable shares) for allotment and distribution credited as fully paid up
to and amongst them as bonus shares in the proportions aforesaid. The
Directors may do all acts and things considered necessary or expedient to
give effect to any such capitalisation, with full power to the Directors to
make such provisions as they think fit for any fractional entitlements
which would arise on the basis aforesaid (including provisions as to the
date or dates by reference to which the entitlement of such members is to
be determined and provisions whereby fractional entitlements are
disregarded or the benefit thereof accrues to the Company rather than to
the members concerned). The Directors may authorise any person to enter on
behalf of all the members interested into an agreement with the Company
providing for any such capitalisation and matters incidental thereto and
any agreement made under such authority shall be effective and binding on
all concerned.
ACCOUNTS
125. Accounting records sufficient to show and explain the Company's
transactions and otherwise complying with the Statutes shall be kept at the
Office, or at such other place as the Directors think fit, and shall always
be open to inspection by the officers of the Company. Subject as aforesaid
no member of the Company or other person shall have any right of inspecting
any account or book or document of the Company except as conferred by
statute or ordered by a court of competent jurisdiction or authorised by
the Directors.
126. A copy of every balance sheet and profit and loss account which is to be
laid before a General Meeting of the Company (including every document
required by law to be comprised therein or attached or annexed thereto)
shall not less than twenty-one days before the date of the meeting be sent
to every member of, and every holder of debentures of, the Company and to
every other person who is entitled to receive notices of meetings from the
Company under the provisions of the Statutes or of these presents. Provided
that this Article shall not require a copy of these documents to be sent to
more than one of joint holders or to any person for whom the Company does
not have on record either a postal address or an address for electronic
communication to which the copies can be sent, but any member or holder of
debentures to whom a copy of these documents has not been sent shall be
entitled to receive a copy free of charge on application at the Office and
provided further that if the Statutes so permit the Company need not send
copies of these documents to members who do not wish to receive them but
may send them such summary financial statement or other documents as may be
authorised by the Statutes. So long as and whenever any of the shares or
debentures of the Company are for the time being listed or dealt in on the
London Stock Exchange, there shall be forwarded to the appropriate officer
of the London Stock Exchange such number of copies of such documents as may
for the time being be required under its regulations or practice. Where
permitted by the Statutes, any document or copy referred to in this Article
may be sent by electronic communication.
AUDITORS
127. Subject to the provisions of the Statutes, all acts done by any person
acting as an Auditor shall, as regards all persons dealing in good faith
with the Company, be valid, notwithstanding that there was some defect in
his appointment or that he was at the time of his appointment not qualified
for appointment or subsequently become disqualified.
128. An Auditor shall be entitled to attend any General Meeting and to receive
all notices of and other communications relating to any General Meeting
which any member is entitled to receive and to be heard at any General
Meeting on any part of the business of the meeting which concerns him as
Auditor.
NOTICES
129. (A) Any notice or document (including a share certificate) may be served
on or delivered to any member by the Company either personally or by
sending it through the post in a prepaid cover (in such form as any
Director or the Secretary may determine) addressed to such member at
his registered address, or (if he has no registered address within the
United Kingdom) to the postal address, if any, within the United
Kingdom supplied by him to the Company as his address for the service
of notices, or by delivering it to such address addressed as
aforesaid. In the case of a member registered on a branch register any
such notice or document may be posted either in the United Kingdom or
in the territory in which such branch register is maintained.
(B) Where a notice or other document is served or sent by post, service or
delivery shall be deemed to be effected at the expiration of
twenty-four hours (or, where second-class mail is employed,
forty-eight hours) after the time when the cover containing the same
is posted) and in proving such service or delivery it shall be
sufficient to prove that such cover was properly addressed, stamped
and posted.
(C) The Company may also, subject to the provisions of the Statutes, give
or send to any members any notice or other document (excluding a share
certificate) by electronic communication where:-
(i) the Company and that member have agreed to the use of electronic
communication for sending copies of documents to the member and:-
(a) the documents are documents to which the agreement applies;
and
(b) copies of the documents are sent using electronic
communication to such address (or to one of such addresses
if more than one) as may for the time being be notified by
the member to the Company for that purpose; or
(ii) the Company and that member have agreed to that member having
access to documents on a website (instead of the documents being
sent to him) and:-
(a) the documents are documents to which the agreement applies;
and
(b) the member is notified in a manner for the time being agreed
for the purpose between the member and the Company of:-
(1) the publication of the documents on a website;
(2) the address of that website;
(3) the place on that website where the documents may be
accessed and how they may be accessed; and
(4) the period of time for which the documents will be
available on the website, which must be for a period of
not less than 21 days from the date of notification or,
if later, until the conclusion of any General Meeting
to which the documents relate; and
(iii)the documents are published on that website throughout the period
referred to in subparagraph (ii)(b)(4) above, provided that, if
the documents are published on that website for a part but not
all of such period, the documents will be treated as published
throughout that period if the failure to publish those documents
throughout that period is wholly attributable to circumstances
which it would not be reasonable to have expected the Company to
prevent or avoid.
(D) Where a notice or other document is given or sent by electronic
communication, it shall be deemed to have been given or sent at the
expiration of two hours from the time it was sent to an address
supplied by the member or of notification to the member of its
publication on a website. Proof that a notice or other document given
or sent by electronic communication was given or sent in accordance
with current guidance issued by the Institute of Chartered Secretaries
and Administrators shall be conclusive evidence that the notice or
document was sent or given.
130. Any notice given to that one of the joint holders of a share whose name
stands first in the Register of Members in respect of the share shall be
sufficient notice to all the joint holders in their capacity as such. For
such purpose a joint holder having no registered address in the United
Kingdom and not having supplied a postal address within the United Kingdom
for the service of notices shall be disregarded.
131. A person entitled to a share in consequence of the death or bankruptcy of a
member upon supplying to the Company such evidence as the Directors may
reasonably require to show his title to the share, and upon supplying also
a postal address within the United Kingdom for the service and delivery of
notices and documents, and, if he wishes, an address for the service and
delivery of electronic communication, shall be entitled to have served upon
or delivered to him at any address given by him any notice or document to
which the member but for his death or bankruptcy would have been entitled,
and any such service or delivery shall for all purposes be deemed a
sufficient service or delivery of such notice or document on all persons
interested (whether jointly with or as claiming through or under him) in
the share. Save as aforesaid any notice or document delivered or sent to a
member in accordance with these presents shall, notwithstanding that such
member be then dead or bankrupt or in liquidation, and whether or not the
Company has notice of his death or bankruptcy or liquidation, be deemed to
have been duly served or delivered in respect of any share registered in
the name of such member as sole or first-named joint holder.
132. A member who (having no registered address within the United Kingdom) has
not supplied to the Company a postal address within the United Kingdom for
the service of notices, or an address for the service of notices by
electronic communication, shall not be entitled to receive notices from the
Company. If on three consecutive occasions a notice to a member has been
returned undelivered, such member shall not thereafter be entitled to
receive notices from the Company until he shall have communicated with the
Company and supplied in writing to the Transfer Office a new registered
address, or a postal address within the United Kingdom for the service of
notices, or shall have informed the Company, in such manner as may be
specified by the Company, of an address for the service of notices by
electronic communication. For these purposes, a notice sent by post shall
be treated as returned undelivered if the notice is sent back to the
Company (or its agents), and a notice sent by electronic communication
shall be treated as returned undelivered if the Company (or its agents)
receive notification that the notice was not delivered to the address to
which it was sent.
133. If at any time by reason of the suspension or curtailment of postal
services within the United Kingdom the Company is unable effectively to
convene a General Meeting, a General Meeting may be convened by a notice
advertised on the same date in at least two leading daily newspapers with
appropriate circulation and such notice shall be deemed to have been duly
served on all members entitled thereto at noon on the day when the
advertisement appears. In any such case the Company may still serve notices
by electronic communication, subject always to the Statutes, and shall send
confirmatory copies of the notice by post to members to whom it was not
sent by electronic communication if at least seven days prior to the
meeting the posting of notices to addresses throughout the United Kingdom
again becomes practicable.
134. Nothing in any of the preceding five Articles shall affect any requirement
of the Statutes that any particular offer, notice or other document be
served in any particular manner.
WINDING UP
135. The Directors shall have power in the name and on behalf of the Company to
present a petition to the Court for the Company to be wound up.
136. If the Company shall be wound up (whether the liquidation is voluntary,
under supervision or by the Court) the Liquidator may, with the authority
of an Extraordinary Resolution, divide among the members in specie or kind
the whole or any part of the assets of the Company and whether or not the
assets shall consist of property of one kind or shall consist of properties
of different kinds, and may for such purpose set such value as he deems
fair upon any one or more class or classes of property and may determine
how such division shall be carried out as between the members or different
classes of members. The Liquidator may, with the like authority, vest any
part of the assets in trustees upon such trusts for the benefit of members
as the Liquidator with the like authority shall think fit, and the
liquidation of the Company may be closed and the Company dissolved, but so
that no contributory shall be compelled to accept any shares or other
property in respect of which there is a liability.
INDEMNITY
137. Subject to the provisions of and so far as may be consistent with the
Statutes, every Director, Auditor, Secretary or other officer of the
Company shall be entitled to be indemnified by the Company against all
costs, charges, losses, expenses and liabilities incurred by him in the
execution and/or discharge of his duties and/or the exercise of his powers
and/or otherwise in relation to or in connection with his duties, powers or
office.
CO-CHAIRMAN
138. (A) The Directors may appoint one of their number as Co-Chairman on such
terms as they may determine and the provisions of Articles 51, 78 and
95 shall apply to any person so appointed and references herein to
Chairman shall be construed to mean Co-Chairman, or any one of them.
(B) For so long as there are Co-Chairmen, the Chairman to preside at a
meeting of the Directors or of the Company shall be determined by
agreement between them, or if no such agreement can be reached, by the
Directors present.
SHARE WARRANTS
139. Subject to the Statutes and Articles 140 to 144, the Company with respect
to any fully-paid shares may issue to such persons as the Directors may
decide (the "Bearer") share warrants to bearer ("Share Warrants") under the
Seal stating that the Bearer is entitled to the shares therein specified
and may provide (by coupons or otherwise) for the payment or making of
future dividends or other distributions, and the issue of shares pursuant
to Article 124, on or in respect of the shares included in such Share
Warrants.
140. A Share Warrant shall entitle the Bearer thereof to the shares specified in
it, and the shares represented by it may be transferred by the delivery of
the Share Warrant, and the provisions of these presents (other than this
Article 140) with respect to the transfer and transmission of shares and
untraced shareholders shall not apply thereto.
141. The Directors may accept a certificate (in such form as the Directors may
approve) of the Approved Depositary (as defined in Article 144A) , or of
any bank or agent of the Company, that such bank, agent or an Approved
Depositary holds a specified Share Warrant on behalf of the person named in
the certificate as sufficient evidence of the facts stated in such
certificate including the number of shares specified in it, and may treat
the deposit of such certificate at the Transfer Office as equivalent to the
deposit there of the Share Warrant for the purposes of these presents other
than in relation to Article 144.
142. The Share Warrants shall be subject to the following conditions:-
(i) Except as otherwise provided in sub-paragraph (vii) of this Article,
no Share Warrant shall be issued except upon a request in writing by
the person for the time being named in the Register of Members as the
holder of the shares in respect of which the Share Warrant is to be
issued. The Directors shall not be under any obligation to accede to
any such request.
(ii) The request shall be in such form, and supported by such evidence as
to the identity of the person making the same and of his right or
title to the shares, as the Directors shall from time to time require,
and shall be lodged at the Transfer Office.
(iii)Before the issue of a Share Warrant the share certificates (if any)
then outstanding in respect of the shares to be included in the Share
Warrant shall be delivered up to the Company for cancellation.
(iv) Save as otherwise agreed by the Company, any person applying to have a
Share Warrant issued shall be responsible for, and shall indemnify the
Company against, any stamp duties, stamp duty reserve tax, bearer
instrument duty, taxes, charges, fees, interest and penalties payable
(if any) in respect of the issue of the Share Warrant and shall pay to
the Company at the time of such issue such amount in respect thereof
as the Company may require.
(v) Each Share Warrant shall represent such number of shares and be in
such language and form as the Directors shall think fit.
(vi) The Company shall be entitled to recognise an absolute right in the
Bearer for the time being of any Share Warrant to such amount of
dividend or other moneys payable on or in respect of the shares
included in such Share Warrant, as shall have been declared or
otherwise be payable, upon the presentation or delivery of such Share
Warrant, and payment by or on behalf of the Company to an account or
accounts specified by the person presenting such Share Warrant to the
Transfer Office against such presentation or delivery shall be a good
discharge to the Company accordingly.
(vii)Save as otherwise agreed by the Company, subject to the payment to
the Company of all (if any) stamp duties, stamp duty reserve tax,
bearer instrument duty, taxes, charges, fees, interest and penalties
which may thereby be involved and for which the Company may be
required to account:-
(a) if any Share Warrant is worn out, damaged or defaced, a
replacement Share Warrant will be issued upon request and upon
surrender of the old Share Warrant for cancellation;
(b) if any Share Warrant is alleged to have been lost, stolen or
destroyed, a replacement Share Warrant may, at the discretion of
the Directors, be issued to the person claiming to be entitled
thereto upon request and upon compliance with such conditions as
to evidence and indemnity and the payment of out-of-pocket
expenses of the Company in connection with the request as the
Directors may think fit provided that no new Share Warrant may be
issued to replace one that has been lost unless the Directors are
satisfied beyond reasonable doubt that the original has been
destroyed; and
(c) a Bearer may surrender for cancellation any Share Warrant and
request that the Company issue in lieu two or more Share Warrants
which together represent the same shares in such proportion as he
may specify and the Directors may, if they think fit, authorise
the cancellation of the original Share Warrants and the issuance
of such new Share Warrants.
(viii)A Bearer may at any time deposit the Share Warrant together with a
written declaration specifying his name and postal address at such
place as the Directors may from time to time appoint (or, in default
of such appointment, at the Transfer Office), and, so long as the
Share Warrant remains so deposited, the depositor shall have the same
right of signing a requisition for calling a meeting of the Company,
of giving notice of intention to submit a resolution to a meeting, of
attending and voting, giving a proxy and exercising the other rights
and privileges of a member at any meeting held after the expiration of
48 hours from the time of deposit, as if from the time of deposit his
name were inserted in the Register as the holder of the shares
specified in the deposited Share Warrant. Not more than one person
shall be recognised as depositor of any Share Warrant. Every Share
Warrant which shall have been so deposited as aforesaid shall remain
so deposited until after the conclusion of the meeting (including any
adjournment) at which the depositor desires to attend or to be
represented. Save as otherwise expressly provided, no person shall, as
bearer of a Share Warrant, be entitled to sign a requisition for
calling a General Meeting.
(ix) Subject as otherwise expressly provided in Articles 139 to 144, a
Bearer (or the depositor of a Share Warrant in accordance with Article
142(viii)) shall be entitled in all other respects to the same rights,
benefits, privileges and advantages, accorded from time to time
pursuant to these presents or by the Statutes (subject to these
presents) and subject to the same obligations and duties as if he were
named in the Register as the holder of the shares specified in the
Share Warrant, and he shall be deemed to be a member of the Company
for these purposes.
143. (A) In the case of an offer of shares, securities or debentures to members
or any class of members, or a proposed issue of shares pursuant to
Article 124, it shall be sufficient, so far as any Bearer is
concerned, to advertise the fact of the proposed offer or issue once
in a leading London daily newspaper, and such other newspapers (if
any) as the Directors may from time to time determine, and upon the
Bearer depositing the Share Warrant (or, if appropriate, the requisite
coupon) at the Transfer Office, or some other place or places
mentioned in the advertisement, within the time limit prescribed in
the offer, he shall have the same right to receive the offer and
accept the proportionate number of shares, securities or debentures
within the time limit prescribed in the offer, or to participate in
the proposed issue of shares pursuant to Article 124, as if he were
the registered holder of the shares comprised in the Share Warrant.
(B) In the case of any notice or document or other communication with
members or any class of members, it shall be sufficient, so far as any
Bearer is concerned, to advertise the notice, document or other
communication once in a leading London daily newspaper, and such other
newspapers (if any) as the Directors may from time to time determine,
and to give a postal address (and, if the Directors see fit, the
address of a website) where copies of the notice, document or other
communication may be obtained by any Bearer.
144. If a Bearer shall desire to surrender a Share Warrant and be registered as
a member or request that another person be registered as a member in
respect of all or any of the shares included in such Share Warrant, he
shall lodge at such place as the Directors may from time to time appoint
(or, in default of such appointment, at the Transfer Office) for
cancellation of such Share Warrant together with a declaration in writing
signed by him in such form and authenticated in such manner as the
Directors may require, requesting to be registered as a member in respect
of all or some of the shares specified in such Share Warrant and stating in
such declaration his full name and address. Save as otherwise agreed by the
Company, upon the payment to the Company of all (if any) stamp duties,
stamp duty reserve tax, bearer instrument duty, taxes, charges, fees,
interest and penalties which may thereby be incurred by the Company or for
which the Company is required to account, the person giving such
declaration shall thereupon be entitled to have his name entered as a
member in the Register in respect of the relevant shares specified in the
Share Warrant so surrendered and to receive a share certificate therefor.
If the Bearer shall desire to be registered as a member in respect of part
only of the shares included in such Share Warrant, a Share Warrant for the
balance of the shares shall be issued to such person without charge upon
cancellation of the Share Warrant so surrendered.
APPROVED DEPOSITARIES
144A.The Directors may appoint as an Approved Depositary any person:-
(i) who is a member holding Ordinary Shares;
(ii) on whose behalf Ordinary Shares are held by a nominee; or
(iii)by whom or on whose behalf Share Warrants have been deposited
pursuant to Article 142(viii).
The appointment of an Approved Depositary already effected under these
presents shall remain in force on the terms and conditions as approved
by the Directors.
144B.The appointment of an Approved Depositary shall be in writing and may be in
relation to all or any specified number of such person's Overall Holding
(as defined in Article 144C) and be on such terms and conditions as the
Directors may approve.
144C.The expression "Overall Holding" in relation to an Approved Depositary
means the aggregate of the Ordinary Shares which shall for the time being:-
(i) be registered in the name of the Approved Depositary or a person
acting as the Approved Depositary's nominee; or
(ii) be represented by Share Warrants which have been deposited by or on
behalf of the Approved Depositary pursuant to Article 142(viii) or
which are the subject matter of a certificate deposited by or on
behalf of the Approved Depositary and accepted by the Directors
pursuant to Article 141.
145. (A) An Approved Depositary shall maintain a register or system(s)
("Approved Depositary Register") in which shall be recorded the number
of Ordinary Shares in relation to which the Approved Depositary has
been appointed ("Specified Shares").
(B) An Approved Depositary may appoint such person as it thinks fit as its
proxy (including appointment by electronic communication) in relation
to Specified Shares by entering the name of each such person
("Appointed Person") in the Approved Depositary Register together with
such details as the Directors shall require.
(C) Upon the entry of an Appointed Person's name in the Approved
Depositary Register the Approved Depositary shall be deemed to have
appointed such person as its proxy and otherwise conferred on him the
rights set out under Article 147.
(D) The Approved Depositary Register shall:-
(i) in the case of each Appointed Person specify the number (the
"Appointed Number") of Specified Shares in respect of which the
appointment of the Appointed Person as a proxy has been made; and
(ii) be open to inspection by any person authorised by the Company or
the approved Depositary during usual business hours.
(E) The Approved Depositary shall furnish to the Company or its agents
upon demand all such information contained in the Approved Depositary
Register, or any part of it as may be requested.
146. In relation to an Approved Depositary:-
(i) the aggregate of Appointed Numbers of Appointed Persons recorded in
the Approved Depositary Register shall not exceed the aggregate number
of Specified Shares so recorded; and
(ii) the aggregate number of Specified Shares recorded in the Approved
Depositary Register shall not exceed the Approved Depositary's Overall
Holding.
147. (A) Subject to the Statutes and subject to the provisions of these
presents an Appointed Person:-
(i) shall upon production to the Company at any General Meeting of
written evidence of his status as an Appointed Person (which
shall be in such form as the Company and the Approved Depositary
shall determine from time to time) be entitled in relation to
that meeting to the same rights, and subject to the same
restrictions, in relation to his Appointed Number of Specified
Shares as though he had been validly appointed as a proxy in
relation to such Specified Shares by his Approved Depositary in
accordance with Articles 67 to 69 (inclusive); and
(ii) shall himself be entitled to appoint another person as proxy in
relation to his Appointed Number of Specified Shares (or some
lesser number of them) using any of the means by which a proxy
may be appointed under or pursuant to Articles 67 - 69
(inclusive) and so that the provisions of these Articles relating
to the appointment by a member of a person to act as proxy, and
to the revocation of such an appointment, and relating to the
rights and duties of the person so appointed, shall apply mutatis
mutandis in relation to the appointment of a person as the proxy
of an Appointed Person in relation to his Appointed Number of
Specified Shares, as though the Appointed Person was the
registered holder of Ordinary Shares of the Appointed Number and
he had appointed his proxy under or pursuant to the provisions of
Articles 67 - 69 (inclusive).
(B) Subject to such terms and conditions as may have been agreed between
the Company and the Approved Depositary and to such terms and
conditions as govern the relationship between the Approved Depositary
and its Appointed Persons, the Approved Depositary shall, on the
request of an Appointed Person, exercise in relation to the Appointed
Person's Appointed Number of Specified Shares such other rights in
relation to general meetings of the Company as may be conferred upon a
member of the Company by the Statutes.
148. The Company may, if requested by any Approved Depositary, send to each
Appointed Person entered in the Approved Depositary Register all notices
and other documents which are sent to the holders of Ordinary Shares. Any
such notices and documents shall be sent to the postal address of the
Appointed Person in question as it appears in the Approved Depositary
Register, save that if he shall have an address for electronic
communication recorded in the Approved Depositary Register, they may be
sent by electronic communication to that address.
149. The Company may if requested by an Approved Depositary pay to an Appointed
Person at his postal address as shown in the Approved Depositary Register
or by electronic funds transmission to an account notified by the Approved
Person all dividends payable on the Ordinary Shares in respect of which he
has been appointed as an Appointed Person, and payment of any such dividend
shall be a good discharge to the Company of its obligation to make payment
to the Approved Depositary in respect of the Ordinary Shares concerned.
150. (A) For the purposes of determining which persons are entitled as
Appointed Persons:-
(i) to exercise the rights conferred by Article 147;
(ii) to receive documents sent pursuant to Article 148; and
(iii)to be paid dividends paid pursuant to Article 149,
and each such person's Appointed Number of Specified Shares the
Approved Depositary may determine that the Appointed Persons so
entitled shall be the persons entered as such in the Approved
Depositary Register at the close of business on any date specified for
the particular purpose and determined by agreement between the
Approved Depositary and the Company (the "Approved Depositary Record
Date").
(B) When the Approved Depositary Record Date is determined for a
particular purpose then subject to Article 150A:-
(i) each Appointed Person's Appointed Number of Specified Shares
shall be the number appearing against his name in the Approved
Depositary Register as at the close of business on the Approved
Depositary Record Date; and
(ii) changes to entries in the Approved Depositary Register after the
close of business on the Approved Depositary Record Date shall be
disregarded in determining the entitlement of any person for the
particular purpose specified in setting the Approved Depositary
Record Date.
150A. If it appears:-
(i) in relation to a particular resolution at a particular meeting; and
(ii) in relation to a particular Approved Depositary,
that the aggregate number of votes cast by or on behalf of the Approved
Depositary would without an adjustment exceed that Approved Depositary's
Overall Holding at the time specified under Article 49(D) for establishing
the entitlement of members of the Company to attend or vote at the meeting
then such adjustments shall be made to the aggregate number of votes cast
for or against the resolution so that the total number of votes cast by or
on behalf of the Approved Depositary does not exceed that Approved
Depositary's Overall Holding and the following provisions for making that
adjustment shall apply:-
(a) such adjustments (which may be adjustments to nil) may be adjustments
of all votes which would otherwise be cast by or on behalf of the
Approved Depositary or of some of them only and then in the latter
event such adjustments may vary as between some votes and others;
(b) if it is willing and able to do so within such time as the chairman
may prescribe, such adjustments shall be made by the Approved
Depositary;
(c) in any other case such adjustments shall be made by the chairman on a
pro rata basis or in such other manner as may have been prescribed by
regulations or procedures made or established by the Directors under
Article 68; and
(d) any adjustments made in good faith in accordance with this Article
shall be conclusive and binding on all persons interested.
151. Except as required by law, no Appointed Person shall be recognised by the
Company as holding any interest in shares upon any trust and subject to the
recognition of the rights conferred in relation to General Meetings by
appointments made by Appointed Persons pursuant to Article 147(A)(ii) the
Company shall be entitled to treat any person entered in the Approved
Depositary Register as an Approved Person as the only person (other than
the Approved Depositary) who has any interest in the Specified Shares in
respect of which the Appointed Person has been appointed.
152. Subject and without prejudice to the provisions of Article 150A, if in any
circumstances other than those provided for in that Article any question
shall arise as to whether an Appointed Person or a proxy for an Appointed
Person has been validly appointed to vote (or exercise any other right) in
respect of any Specified Shares or as to the Appointed Number of Specified
Shares in respect of which he is entitled to do so, then:-
(i) if such question arises at or in relation to a General Meeting it
shall be determined by the chairman of the meeting or in such other
manner as may have been prescribed by regulations or procedures made
or established by the Directors under Article 68; and
(ii) if it arises in any other circumstances it shall be determined by the
Directors
and any such determination if made in good faith shall be final and
conclusive and binding on all persons interested.
Index to Articles of Association
Article Page
Accounts 125-126
Approved Depositaries 144A-152
Auditors 127-128
Authentication of Documents 107
Borrowing Powers 100
Calls on Shares 20-25
Capitalisation of Profits and Reserves 124
Co-Chairman 138
Corporations Acting by Representatives 71
Directors -
Appointment and Retirement 80-88
Borrowing Powers 100
Committees 97-99
Executive Directors 78-79
Expenses 75
Interests in contracts -
entitlement 77
voting 93
Meetings and proceedings 89-99
Number 72
Pensions 76
Powers -
borrowing 100
general 101-105
Share qualification 73
Remuneration 74
Disclosure of Shareholders' Interests 70
Dividends 11C; 111-122
Executive Directors 78-79
Forfeiture and Lien 26-34
General Meetings 46-47
Notice of 48-50
Proceedings at 51-60
Indemnity 137
Interpretation 2
Notices 129-134
Preliminary 1-2
Record Date 123
Reserves 39, 108
Seal 109-110
Secretary 106
Share Capital 3
Alteration 6-9
Increase 6
Reduction 9
Sub-division, Consolidation, etc 7
Share Certificates 15-19
Share Dividends 11C
Shares 10-14
Calls 20-25
Equitable interests not recognised 14
Forfeiture and lien 26-34
Issue 10-12
Purchase of own 8
Renunciation of allotment 13
Transfer 35-41
Transmission 42-44
Variation of Rights 4-5
Share Warrants 139-144
Untraced Shareholders 45
Votes of Members 61-69
Winding Up 135-136
