GKN public limited company
(No.4191106)
ARTICLES
OF ASSOCIATION
6 May 2010
PUBLIC COMPANY LIMITED BY SHARES
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GKN public limited company
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ARTICLES OF ASSOCIATION
(Adopted by Special Resolution of the Company passed on 6 May 2010)
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Incorporated 30 March 2001
No. 4191106
INDEX
Page
ARTICLES OF ASSOCIATION
Exclusion of Model Articles and Table A
Interpretation
Limited Liability
Variation of Rights
Shares
Certificates
Calls on Shares
Lien on Shares
Forfeiture and Surrender of Shares
Transfer of Shares
Transmission of Shares
Share Warrants
Untraced Shareholders
Redeemable Shares
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Votes of Members
Directors
Appointment and Retirement of Directors
Proceedings of Directors
General Powers of Directors
Borrowing Powers
Secretary
Minutes
The Seal
Authentication of Documents
Dividends
Reserves
Capitalisation of Profits
Accounts
Audit
Notices and Communications
Destruction of Documents
Winding up
Provision for Employees on Cessation of Business
Indemnity
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45
COMPANIES ACT 1985 - 2006
_______________________________
COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
- of GKN public limited company1
Adopted by a Special Resolution passed on 6 May 2010
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PRELIMINARY
1.
2.
1
No model articles or regulations contained in the Statutes or any subordinate
legislation, including the regulations contained in Table A in the Schedule to the
Companies (Tables A to F) Regulations 1985, apply to the Company
In these Articles, unless the context otherwise requires, the words and expressions set
out in the first column below shall bear the meanings set opposite them respectively in
the second column
Act
the Companies Act 2006
Articles
these Articles of Association as from time to time
altered by special resolution
Auditors
the Auditors for the time being of the Company
Board
the Board of Directors of the Company or the
Directors present at a meeting of Directors at which a
quorum is present
certificated share
a share which is recorded in the Register as being held
in certificated form
clear days
in relation to a period of notice, the period excluding
the day when the notice is served or deemed to be
served and the day for which it is given or on which it
is to take effect
dividend
dividend or bonus
Name changed from Mistycove plc to New GKN plc pursuant to a Written Resolution of the Company dated 16
May 2001. Certificate of incorporation on change of name dated 18 May 2001. Name changed from New GKN
plc to GKN plc pursuant to a Special Resolution of the Company dated 16 July 2001. Certificate of incorporation
on change of name dated 1 August 2001.
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Exclusion of
Table A
Interpretation
Member
a member of the Company
month
calendar month
Office
the registered office for the time being of the
Company
paid
paid or credited as paid
Qualifying Person
means an individual who is a Member, a person
authorised under Section 323 of the Act to act as the
representative of a corporation in relation to a meeting
or a person appointed as proxy of a Member in
relation to the meeting
Register
means the register of Members of the Company kept
pursuant to section 113 of the Act or the issuer
register of members and Operator register of members
maintained pursuant to Regulation 20 of the
Uncertificated Securities Regulations 2001 and, where
the context requires, any register maintained by the
Company or the Operator of persons holding any
renounceable right of allotment of a share
Seal
the Common Seal of the Company
Securities Seal
an official seal kept pursuant to and by virtue of
Section 50 of the Act
Statutes
the Act and every other act for the time being in force
concerning companies and affecting the Company
Stock Exchange
London Stock Exchange plc
UKLA
the UK Listing Authority, a division of the Financial
Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000
Uncertificated
Securities Regulations
the Uncertificated Securities Regulations 2001
including any provisions of or under the Act which
alter or replace such regulations
uncertificated share
a share, title to which is recorded in the Register as
being held in uncertificated form and, by virtue of
The Uncertificated Securities Regulations, may be
transferred by means of a relevant system
United Kingdom
Great Britain and Northern Ireland
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in writing
written or produced by any visible substitute for
writing, or partly one and partly another
year
year from 1st January to 31st December inclusive
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 of these persons
The expression "debenture" and "debenture holder" shall respectively include
"debenture stock" and "debenture stockholder"
Words denoting the singular shall include the plural and vice versa; the words denoting
the masculine gender shall include the feminine gender; words denoting persons shall
include corporations
Words and expressions to which a particular meaning is given by the Act, as in force
when these Articles are adopted, shall have the same meaning in these Articles, except
where the word or expression is otherwise defined in these Articles or the context
otherwise requires
The expressions "operator", "participating security" and "relevant system" have the
same meaning as in the Uncertificated Securities Regulations
References to any statutory provision or statute or subordinate legislation include all
modifications thereto and all re-enactments thereof (with or without modification) and
all subordinate legislation made thereunder in each case for the time being in force
Where for any purpose an ordinary resolution of the Company is required a special
resolution shall also be effective
A Member is present at a meeting if the Member (being an individual) attends in
person or if the Member (being a corporation) attends by its duly authorised
representative, who attends in person, or if the Member attends by his or its duly
appointed proxy, who attends in person
The ejusdem generis principle of construction shall not apply. Accordingly, general
words shall not be given a restrictive meaning by reason of their being preceded or
followed by words indicating a particular class of acts, matters or things or by
examples falling within the general words
The marginal notes and headings to these Articles shall not be deemed to affect the
interpretation of any of these Articles
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LIMITED LIABILITY
3.
The liability of the Members of the Company is limited to the amount, if any, unpaid
on the shares held by them
Statement of
limited liability
VARIATION OF RIGHTS
4.
Whenever the capital of the Company is divided into different classes of shares, the
rights attached to any class may (unless otherwise provided by the terms of issue of the
shares of that class) be varied or abrogated, whether or not the Company is being
wound up, either with the consent in writing of the holders of three-fourths of the
issued shares of the class, or with the sanction of a special resolution passed at a
separate general meeting of such holders (but not otherwise). The provisions of these
Articles relating to general meetings of the Company or the proceedings thereat shall,
mutatis mutandis, apply to every such separate general meeting, except that
(a)
no Member is entitled to notice of it or to attend unless he is a holder
of shares of the class;
(b)
no vote may be cast except in respect of a share of the class;
(c)
the necessary quorum shall be two Qualifying Persons representing
more than one Member present and entitled to vote and holding at least
one-third in nominal value of the issued shares of the class (excluding
any shares of the class held as treasury shares) or, at any adjourned
meeting of such holders, one Qualifying Person present and entitled to
vote and holding shares of the class; and
(d)
any holder of shares of the class present and entitled to vote may
demand or join in the demand for a poll, and on a poll shall have one
vote in respect of every share of the class held by them respectively
Variation of
rights
Class meetings
For the purposes of (c) above, where a person is present by one or more proxies, he is
treated as holding only the shares in respect of which any such proxy is authorised to
exercise voting rights
5.
The special rights conferred upon the holders of any shares or class of shares issued
with preferred or other special rights shall not (unless otherwise expressly provided by
these Articles or the conditions of issue of such shares) be deemed to be varied by the
creation or issue of further shares ranking pari passu therewith or subsequent thereto
Special rights
SHARES
6.
(A)
Without prejudice to any special rights previously conferred on the holders of
any existing shares or class of shares, any share may be issued with such
preferred, deferred, or other special rights or such restrictions, whether in
regard to dividend, voting, return of capital or otherwise as the Company may
from time to time by ordinary resolution determine or, if there has not been
any such determination or so far as no specific provision has been made, as
the Board may determine
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Issue of shares
(B)
If rights and restrictions attaching to shares are determined by ordinary
resolution or by the directors pursuant to Article 6(A), those rights and
restrictions shall apply in place of any rights or restrictions that would
otherwise apply by virtue of the Act in the absence of any provisions in these
Articles, as if those rights and restrictions were set out in these Articles
(C)
The rights and restrictions attributable to the Deferred Shares of 40 pence
each in the capital of the Company are as follows:
(a)
on a winding-up or other return of capital, the Deferred Shares shall
entitle the holders of the shares only to payment of the amounts paid up
on those shares, after repayment to the holders of any and all Ordinary
Shares then in issue of the nominal amount paid up on those Ordinary
Shares held by them respectively and the payment in cash or in specie
of £10 million on each of those Ordinary Shares;
(b)
the Deferred Shares shall not entitle the holders of such shares to
receive any dividend or other distribution (other than pursuant to
paragraph (C)(a) of this Article) or to receive notice of, or to attend,
speak or vote at, any general meeting of the Company;
(c)
the Deferred Shares shall not, save as provided in paragraph (C)(d) of
this Article, be transferable;
(d)
the Company shall have an irrevocable authority from each holder of a
Deferred Share at any time to do all or any of the following without
obtaining the sanction of the holder or holders of the Deferred Shares:
(i)
to appoint any person to execute on behalf of any holder of
Deferred Shares a transfer of all or any of those shares and/or an
agreement to transfer the same (without making any payment for
them) to such person or persons as the Company may determine
and to execute any other documents which such person may
consider necessary or desirable to effect such transfer, in each case
without obtaining the sanction of the holder(s) and without any
payment being made in respect of such acquisition;
(ii)
to purchase all or any of the Deferred Shares in accordance with
the Statutes without obtaining the consent of the holders of the
Deferred Shares in consideration of the payment to the holders of
such Deferred Shares whose shares are purchased of an amount not
exceeding 1 pence in respect of all of the Deferred Shares then
being purchased;
(iii)
for the purposes of any such purchase, to appoint any person to
execute a contract for the sale of any such shares to the Company
on behalf of any holder of Deferred Shares;
(iv)
to cancel all or any of the Deferred Shares purchased in
accordance with the Statutes; and
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(v)
(e)
(D)
pending any transfer, purchase or cancellation of the Deferred
Shares, to retain the certificates (if any) for all or any of the
Deferred Shares; and
the reduction of capital paid up on the Deferred Shares and/or the
creation or issue of further shares in the capital of the Company
ranking in priority for payment of a dividend or in respect of capital or
which confer on the holders voting rights more favourable than those
conferred by the Deferred Shares shall be deemed not to vary or
abrogate the rights attaching to the Deferred Shares.
Upon completion of the purchase of all of the Deferred Shares pursuant to
Article 6(C), the provisions of Article 6(C) and this Article 6(D) shall cease to
have any effect and shall be removed in their entirety from these Articles.
7.
Subject to the Act and relevant authority given by the Company in general meeting, the
Board has general and unconditional authority to allot, grant options over, or otherwise
dispose of, unissued shares of the Company or rights to subscribe for or convert any
security into shares, to such persons, at such times and on such terms as the Board may
decide, except that no share may be issued at a discount
8.
In addition to all other powers of paying commissions, the Company may exercise the
powers of paying commissions conferred by the Statutes. Subject to the provisions of
the Statutes, such commissions may be satisfied by the payment of cash or the
allotment of fully or partly paid shares or partly in one or partly in another. The
Company may also on any issue of shares pay such brokerage as may be lawful
Commissions and
brokerage
9.
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 be compelled in
any way to recognise any equitable, contingent, future or partial interest in any share,
or interest in any fractional part of a share, or (except only as by these Articles 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
Exclusion of
Exclusion of
equitable interests
equitable
10.
Except as authorised by the Statutes:
Restriction on
loans and the
giving of security
(a)
the Company shall not make a loan for any purpose whatsoever on the
security of its shares;
(b)
the Company shall not give, whether directly or indirectly, and
whether by means of a loan, guarantee, the provision of security or
otherwise, any financial assistance for the purpose of or in connection
with any purchase or subscription of or for any shares in the Company;
(c)
the Company shall not make or guarantee, or provide any security in
connection with, a loan to any Director or enter into any other
transaction in contravention of Section 197 of the Act
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CERTIFICATES
11.
Every person whose name is entered as a Member in the Register in respect of a
certificated share (except a person or body in respect of whom the Company is not by
law required to complete and have ready for delivery a certificate) shall be entitled
without payment to receive one certificate in respect of each class of shares held by
him or, upon payment of such sum (if any) for every certificate after the first as the
Board shall determine, to several certificates, each for one or more of his shares. No
certificate shall be issued representing shares of more than one class. Where a
Member has transferred a part of the shares comprised in his holding he shall be
entitled to a certificate for the balance without charge
12.
Every certificate (including a share warrant as provided for in Articles 42 to 44 shall
be issued under the Seal (or under a Securities Seal, or in the case of shares in a branch
register, an official seal for use in the relevant territory) and shall specify the number
and class of shares to which it relates, and the amount paid up thereon. In the case of a
share held jointly by several persons, the Company shall not be bound to issue more
than one certificate for each class of shares so held, and delivery of a certificate for a
share to one of several joint holders shall be deemed sufficient delivery to all
13.
If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or
destroyed, it may be renewed upon delivery up of the old certificate or (if alleged to
have been lost stolen or destroyed) on such terms (if any) as to evidence and indemnity
with or without security as the Board requires. In the case of loss, theft or destruction
the person to whom the new certificate is issued shall pay to the Company any
exceptional expenses incidental to the investigation of evidence of loss, theft or
destruction and the preparation of the requisite form of indemnity
Issue of share
certificates
Sealing of
share
certificates
Replacement of
share certificates
CALLS ON SHARES
14.
Subject to any terms upon which any shares may have been issued the Board 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 by way of premium)
at such times and of such amounts as it shall think fit; provided that (subject as
aforesaid) at least fourteen days' notice shall be given of every call specifying the time
or times and place of payment. A call may be wholly or in part revoked or the time
fixed for its payment postponed by the Board
Calls
15.
A call shall be deemed to have been made at the time when the resolution of the Board
authorising the call was passed
Timing of
making calls
16.
The Board may on the issue of shares differentiate between the holders as to the
amount of calls to be paid and the times of payment
Power to
differentiate
17.
Each Member shall pay to the Company, at the time and place of payment specified in
the notice of the call, 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
Liability of joint
holders
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18.
If a sum called in respect of a share is not paid before or on the day appointed for
payment, the person from whom the sum is due shall pay interest thereon from the day
fixed for payment to the time of actual payment at such rate not exceeding fifteen per
cent per annum as the Board may determine or, if no rate is so determined, at the
appropriate rate (as defined by the Statutes); but the Board shall be at liberty to waive
payment of such interest wholly or in part
19.
Any sum which by the terms of issue of a share becomes payable on allotment or at
any fixed date, whether on account of the nominal value of the share or by way of
premium, shall for the purposes of these Articles be deemed to be a call duly made and
payable on the date on which, by the terms of issue, the same becomes payable. In
case of non-payment all the provisions of these Articles relating to payment of interest
and expenses, forfeiture and otherwise shall apply as if such sum had become payable
by virtue of a call duly made and notified
20.
The Board may, if it thinks 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 share or
by way of premium) uncalled and unpaid upon any shares held by him, and may pay
upon all or any of the moneys so advanced (until the same would but for such advance
become payable) interest at such rate as may be agreed upon between the Board and
such Member
Interest on calls
Payment of calls
in advance
LIEN ON SHARES
21.
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. The Board 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 21
22.
The Company may sell, in such manner as the Board thinks fit, any certificated 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 fourteen
days after a notice in writing, stating and demanding payment of the sum presently
payable, and stating the intention to sell in default, shall have been given to the
registered holder for the time being of the share, or the person entitled to the share by
reason of death or bankruptcy
23.
To give effect to any such sale the Board may authorise some person to execute a
transfer of the shares sold to, or in accordance with the directions of, the purchaser.
The transferee shall be entered in the Register as the holder of the shares comprised in
any such transfer, and he 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 or invalidity in
the proceedings in reference to the sale
Method of sale
24.
The net proceeds of sale, after payment of the costs thereof, shall be applied in or
towards payment or satisfaction of the debt or liability in respect of which the lien
exists, so far as the same is presently payable, and any residue shall (subject to a like
lien for sums not presently payable as existed upon the shares before the sale) be paid
to the person entitled to the shares at the date of the sale
Application of
proceeds of sale
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FORFEITURE AND SURRENDER OF SHARES
Notice requiring
payment of calls
25.
If a Member fails to pay in full any call or instalment of a call on the day fixed for
payment, the Board 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 costs, charges and expenses incurred by the
Company by reason of such non-payment
26.
The notice shall specify a further day (not being less than seven days from the date 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 at or before the time
and at the place specified, the shares on which the call was made will be liable to be
forfeited
Requirements of
notice
27.
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 the
payments required by the notice have been made, be forfeited by a resolution of the
Board to that effect. Every forfeiture shall include all dividends declared in respect of
the forfeited shares and not actually paid before the forfeiture
Forfeiture on
non-compliance
with notice
28.
Subject to the Statutes, a forfeited share may be sold, re-allotted or otherwise disposed
of upon such terms and in such manner as the Board thinks fit; and at any time before
sale, re-allotment or disposal, the forfeiture may be annulled on such terms as the
Board thinks fit. The Board may authorise some person to execute the transfer of a
forfeited certificated share
29.
A person whose shares have been forfeited shall cease to be a Member in respect of the
forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the
Company all moneys which at the date of forfeiture were then payable by him to the
Company in respect of the forfeited shares, with interest thereon at such rate not
exceeding fifteen per cent per annum as the Board shall think fit from the date of
forfeiture until payment; but his liability shall cease if and when the Company shall
have received payment in full of all moneys in respect of the forfeited shares
30.
The Board may accept the surrender of any share which it is in a position to forfeit
upon such terms and conditions as may be agreed and, subject to any such terms and
conditions, a surrendered share shall be treated as if it had been forfeited
31.
A statutory declaration in writing that the declarant is one of the Directors of the
Company or the Secretary, and that a share has been duly forfeited or surrendered on a
date stated in the declaration, shall be conclusive evidence of such facts as against all
persons claiming to be entitled to the share. After the person to whom the share is
sold, re-allotted or disposed of shall have been registered as the holder thereof, his title
to the share shall not be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, surrender, sale, re-allotment or disposal of the share
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Statutory
declaration is
conclusive
evidence of
forfeiture or
surrender
TRANSFER OF SHARES
32.
All transfers of certificated shares shall be effected by instrument in writing in any
usual or common form or in any other form permitted by law or approved by the
Board. All transfers of uncertificated shares shall be effected in accordance with The
Uncertificated Securities Regulations
33.
(A)
The instrument of transfer of a certificated share shall be executed by or on
behalf of the transferor and (in the case of a partly paid share) by or on behalf
of the transferee. The transferor shall be deemed to remain the holder of the
share until the name of the transferee is entered in the Register in respect
thereof
(B)
No fee will be charged by the Company in respect of the registration of any
instrument or probate or letters of administration or certificate of marriage or
death or stop notice or power of attorney or other document relating to or
affecting the title to any shares or otherwise for making an entry in the
Register affecting the title to any shares
34.
Subject to the requirements of the listing rules of the UKLA, the Board may, in its
absolute discretion, refuse to register any instrument of transfer of certificated shares
which are not fully paid. Provided that, where any such shares are admitted to the
Official List of the UKLA, such discretion may not be exercised in such a way as to
prevent dealings in such shares from taking place on an open and proper basis
35.
The Board may also refuse to register any instrument of transfer of certificated shares,
unless:-
36.
(a)
it is duly stamped, is lodged at the Office or at such other place as the
Board may appoint and is accompanied by the certificate for the shares
to which it relates (except in the case of a person to whom the
Company is not required by sections 776, 777 or 778 to issue a
certificate to, or in the case of a renunciation), and such other evidence
as the Board may reasonably require to show the right of the transferor
to make the transfer;
(b)
it is in respect of only one class of shares;
(c)
in the case of a transfer to joint holders, they do not exceed four in
number; and
(d)
in the case of a transfer of shares comprising at least one quarter of one
per cent of the class of shares of which they form part which are
subject to a disenfranchisement notice pursuant to Article 75, the
transfer is in respect of a sale of such shares at arms length (as defined
in Article 75)
If the Board refuses to register a transfer of a certificated share, it shall as soon as
practicable and in any event within two months after the date on which the transfer was
lodged with the Company, send to the transferee notice of the refusal together with its
reasons for the refusal
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Form of transfer
Notice of refusal
37.
If the Board refuses to register the transfer of an uncertificated share it shall as soon as
practicable and in any event within two months after the date on which the transfer
instruction relating to such transfer was received by the Company, send to the
transferee notice of the refusal together with its reasons for the refusal
TRANSMISSION OF SHARES
38.
In the case of the death of a Member, the survivor, where the deceased was a joint
holder, and the legal personal representatives of the deceased, where he was a sole
holder, shall be the only persons recognised by the Company as having any title to his
shares; but nothing herein contained shall release the estate of a deceased joint holder
from any liability in respect of any share which has been jointly held by him with other
persons
39.
Any person becoming entitled to a share in consequence of the death or bankruptcy of
a Member may, upon such evidence as to his title being produced as may be properly
required by the Board and subject as hereafter provided, elect either to be registered
himself as the holder of the share or to have some person nominated by him registered
as the transferee thereof
40.
If the person becoming entitled to a share in consequence of the death or bankruptcy of
a Member shall elect to be registered himself, he shall deliver or send to the Company
a notice in writing signed by him stating that he so elects. If he shall elect to have
another person registered, he shall testify his election, if it is a certificated share, by
executing a transfer of the share to that person or, if it is an uncertificated share, by
transferring the share to that person by means of a relevant system or changing the
share to a certificated share and executing an instrument of transfer of the share to that
person. The provisions of these Articles relating to the right to transfer and the
registration of transfers of certificated shares shall apply to any such notice or transfer
as if the death or bankruptcy of the Member had not occurred and the notice or transfer
were a transfer executed by that Member
41.
A person becoming entitled to a share in consequence of the death or bankruptcy of a
Member shall subject to the requirements of Article 138 be entitled to receive, and may
give a discharge for all dividends and other moneys payable in respect of the share, but
he shall not be entitled to receive notice of or to attend or vote at meetings of the
Company or to any of the rights or privileges of a Member until he shall have become
a Member in respect of the share. The Board may at any time give notice requiring
any such person to elect either to be registered himself or to transfer the share and if
the notice is not complied with within sixty days the Board may thereafter withhold
payment of all dividends or other moneys payable in respect of the share until the
requirements of the notice have been complied with
SHARE WARRANTS
42.
The Board with respect to fully paid up shares may issue warrants under the Seal or
under the Securities Seal (hereinafter called "share warrants") stating that the bearer is
entitled to the shares therein specified, and may provide by coupons or otherwise for
the payment of future dividends on the shares included in such warrants
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Transmission on
death
Rights of
unregistered
executors and
trustees
43.
The Board may determine and from time to time vary the form in which and the
conditions upon which share warrants shall be issued and upon which a new share
warrant or coupon shall be issued in the place of one worn out, defaced or destroyed,
but no new share warrant or coupon shall be issued to replace one that has been lost
unless the Board are satisfied beyond reasonable doubt that the original has been
destroyed
44.
The Board may also determine and from time to time vary the conditions upon which
the bearer of a share warrant shall be entitled to receive notices of and attend and vote
at general meetings or to join in requisitioning general meetings, and upon which a
share warrant may be surrendered and the name of the holder entered in the Register in
respect of the shares therein specified. Subject to such conditions and to these Articles
the bearer of a share warrant shall be a Member to the full extent. The holder of a
share warrant shall hold such warrant subject to the conditions for the time being in
force with regard to share warrants whether made before or after the issue of such
warrant
UNTRACED SHAREHOLDERS
45.
46.
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:
(a)
during the period of twelve years prior to the date of publication of
advertisements referred to in paragraph (b) below (or, if published on
different dates, the later thereof) at least three dividends in respect of
the shares in question have become payable and no dividend in respect
of those shares has been claimed; and
(b)
the Company shall on expiry of the said period of twelve years have
inserted advertisements both in a leading national daily newspaper and
in a newspaper circulating in the area of the address at which service of
notices upon such Member or other person may be effected in
accordance with these Articles, giving notice of its intention to sell the
said shares; and
(c)
during the said period of twelve 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
To give effect to any such sale of certificated shares as is referred to in the preceding
Article the Board may appoint any 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.
- 12 -
Sale of shares of
untraced
shareholders
Method of
transfer
47.
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) as the Board may from time to time
think fit
Proceeds of sale
REDEEMABLE SHARES
48.
The Company may by special resolution create and sanction the issue of shares which
are, or at the option of the Company are to be liable, to be redeemed, subject to and in
accordance with the provisions of the Statutes, and the Directors may determine the
terms, conditions and manner of redemption of such shares. The special resolution
sanctioning any such issue shall also make such alterations to these Articles as may be
necessary to specify the terms on which and the manner in which any such shares shall
be redeemed
Issue of
redeemable
shares
GENERAL MEETINGS
49.
Subject to the Act the Board shall convene and the Company shall hold general
meetings as annual general meetings each year in the period of six months beginning
with the day following the Company's accounting reference date. Such meetings shall
be convened at such times and places as the Board shall appoint
50.
(A)
The Board may whenever it thinks fit convene a general meeting
(B)
The Board, on the requirement of Members pursuant to the Act, shall call a
general meeting: (i) within twenty-one days from the date on which the Board
becomes subject to the requirement; and (ii) to be held on a date not more
than twenty-eight days after the date of the notice convening the meeting. At
a meeting convened on a requisition or by requisitionists no business may be
transacted except that stated by the requisition or proposed by the Board. A
general meeting may also be convened in accordance with Article 108
Members'
requisition
NOTICE OF GENERAL MEETINGS
51.
An annual general meeting shall be called by at least twenty-one clear days' notice and
all other general meetings shall be called by at least fourteen clear days' notice. The
notice shall be given in the manner provided by these Articles to such Members as are,
under the provisions of these Articles, entitled to receive notices from the Company, to
each of the Directors and to the Auditors
- 13 -
Period of notice
52.
Every notice of meeting shall specify the place, the day and the hour of the meeting
and the general nature of such business. Every notice convening an annual general
meeting shall specify the meeting as such and every notice convening a meeting to pass
a special resolution shall also specify the text of the resolution and the intention to
propose the resolution as a special resolution. Every notice of meeting shall state with
reasonable prominence that a Member is entitled to appoint one or more proxies under
Section 324 of the Act
53.
The notice of meeting shall also specify a time (which shall not be more than fortyeight hours (excluding any part of a day that is not a working day) before the time
fixed for the meeting) by which a person must be entered on the Register in order to
have the right to attend or vote at the meeting. Changes to entries on the Register after
the time so specified in the notice shall be disregarded in determining the rights of any
person to so attend or vote
Eligibility to
receive notice
54.
The accidental omission to give notice of any meeting, or to send, supply or make
available any document or information relating to the meeting, or the non-receipt of
any such notice, document or information by a person entitled to receive any such
notice, document or information (including due to removing the right of any Member
or Members to receive notices from the Company pursuant to Article 148), shall not
invalidate the proceedings at the meeting
Omission or nonreceipt of notice
55.
If at any time by reason of the suspension or curtailment of postal services within the
United Kingdom or by reason of a technical or any other failure in or the suspension or
curtailment of the data transmission process the Company is unable effectively to
convene a general meeting by notices sent through the post or, pursuant to Article 146,
electronically or by any other data transmission process, 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 shall send confirmatory copies of the notice by
post or, as the case may be, send or make available such copies electronically or by
any other data transmission process if at least seven days prior to the meeting the
posting or transmission of notices to postal addresses throughout the United Kingdom
or to the relevant electronic or other data transmission addresses, as the case may be,
again becomes practicable
Advertisement of
notice
56.
Subject to the Act, if the Board, in its absolute discretion, considers that it is
impractical or unreasonable for any reason to hold a general meeting at the time or
place specified in the notice calling the general meeting, it may postpone the general
meeting to another time or place. Subject to the Act, when a meeting is so postponed,
notice of the time and place of the postponed meeting shall be placed in at least two
national newspapers in the United Kingdom. Notice of the business to be transacted at
such postponed meeting is not required
Postponement
- 14 -
Contents of
notice
PROCEEDINGS AT GENERAL MEETINGS
57.
No business shall be transacted at any general meeting unless a quorum is present when
the meeting proceeds to business. Two Qualifying Persons representing more than one
Member present and entitled to vote shall be a quorum for all purposes. The absence
of a quorum does not prevent the appointment of a chairman in accordance with Article
59, which is not treated as part of the business of the meeting
58.
(A)
If a quorum is not present within fifteen minutes (or such longer time as the
chairman of the meeting decides to wait) after the time fixed for the start of
the meeting or if there is no longer a quorum present at any time during the
meeting, the meeting, if convened by or on the requisition of Members, is
dissolved. In any other case it stands adjourned to such other day (being not
less than ten clear days nor more than twenty-eight days later) and at such
other time and/or place as may have been specified for the purpose in the
notice convening the meeting. Where no such arrangements have been
specified, the meeting stands adjourned to such other day (being not less than
ten clear days nor more than twenty-eight days later) and at such other time
and/or place as the chairman of the meeting (or, in default, the Board) decides
(B)
At an adjourned meeting the quorum is one Qualifying Person present and
entitled to vote. If a quorum is not present within five minutes from the time
fixed for the start of the meeting, the adjourned meeting shall be dissolved
(C)
Subject to paragraph (A), save where the time, date and place for the
adjourned meeting has been specified for the purpose in the notice convening
the meeting as referred to in paragraph (A) (in which case notice of the
adjourned meeting need not be given), the Company shall give not less than
seven clear days' notice of any meeting adjourned for the lack of a quorum
and the notice shall state the quorum requirement
59.
The Chairman of the Board or in his absence the Deputy Chairman or the Senior
Independent Director shall preside as chairman at every general meeting of the
Company. If there is no such Chairman or Deputy Chairman or Senior Independent
Director, or if at any general meeting neither the Chairman nor the Deputy Chairman
nor the Senior Independent Director is present within fifteen minutes after the time
fixed for holding the meeting or is unwilling to act as chairman of the meeting, the
Directors present shall choose one of themselves or if no Director is present, or if all
of the Directors present decline to take the chair, the Members present shall choose one
of themselves to be chairman of the meeting
60.
(A)
The chairman of a meeting at which a quorum is present may with the consent
of the meeting (and shall if so directed by the meeting) adjourn the meeting
from time to time and from place to place
(B)
Without prejudice to any other power which he may have under the provisions
of these Articles or at common law, the chairman may take such action as he
thinks fit to promote the orderly conduct of the business of the meeting and
may, without the consent of the meeting, interrupt or adjourn a meeting from
time to time and from place to place or for an indefinite period if he decides
- 15 -
Adjournment if
quorum not
present
Chairman of
meetings
Adjournment by
chairman
that it has become necessary to do so in order to (i) secure the proper and
orderly conduct of the meeting, (ii) give all persons entitled to do so a
reasonable opportunity of speaking and voting at the meeting or (iii) ensure
that the business of the meeting is properly disposed of. The chairman's
decision on a matter of procedure or arising incidentally from the business of
the meeting is final, as is his determination as to whether any matter is of such
a nature
(C)
No business shall be transacted at any adjourned meeting except business left
unfinished at the meeting from which the adjournment took place. When a
meeting is adjourned for twenty-one days or more or for an indefinite period,
notice of the adjourned meeting shall be given in like manner as in the case of
the original meeting; but it shall not otherwise be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned meeting
(D)
The notice of an adjourned meeting given in accordance with this Article 60
shall also specify a time (which shall not be more than forty-eight hours
(excluding any part of a day that is not a working day) before the time fixed
for the meeting) by which a person must be entered on the Register in order to
have the right to attend or vote at the meeting. Changes to entries on the
Register after the time so specified in the notice shall be disregarded in
determining the rights of any person to so attend or vote
61.
The Board may make any arrangement and impose any restriction it considers
appropriate to ensure the security of a meeting including the searching of a person
attending the meeting and the restriction of the items of personal property that may be
taken into the meeting place. Any Director or the Secretary or the chairman of the
meeting or any other person or persons who the Board may authorise may (a) refuse
entry to a meeting to a person who refuses to comply with these arrangements or
restrictions; and (b) eject from a meeting any person who causes the proceedings to
become disorderly
62.
If it appears to the chairman that the meeting place specified in the notice convening
the meeting is inadequate to accommodate all Members entitled and wishing to attend,
the meeting is duly constituted and its proceedings valid if the chairman is satisfied that
adequate facilities are available to ensure that a Member who is unable to be
accommodated is able to (a) participate in the business for which the meeting has been
convened; (b) hear and see all persons present who speak (whether by the use of
microphones, loud-speakers, audio-visual communications equipment or otherwise),
whether in the meeting place or elsewhere; and (c) be heard and seen by all other
persons present in the same way
63.
(A)
No amendment to an ordinary resolution to be put at any general meeting or
adjourned meeting of the Company shall be voted upon unless the form of the
amendment shall have been deposited in writing at the Office not less than
forty-eight hours before the time appointed for the holding of the meeting or
adjourned meeting at which the amendment is to be put or in the case of a
poll, not less than forty-eight hours before the time appointed for taking the
poll
- 16 -
Security at
meeting
Overflow
facilities at
meeting
Amendments to
ordinary
resolutions
(B)
At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands, unless (before or on the declaration of the result
of the show of hands) a poll is demanded:
(a)
by the chairman of the meeting; or
(b)
at least five Members present and entitled to vote on the resolution; or
(c)
by a Member or Members present representing in aggregate not less
than ten per cent. of the total voting rights of all the Members having
the right to vote on the resolution (excluding any voting rights attached
to any shares in the Company held as treasury shares); or
(d)
by a Member or Members present holding shares in the Company
conferring a right to vote on the resolution, being shares on which an
aggregate sum has been paid up equal to not less than ten per cent. of
the total sum paid up on all the shares conferring that right (excluding
shares in the Company conferring a right to vote on a resolution which
are held as treasury shares)
Voting
Demand for poll
For the purposes of (b) above, a demand by a proxy counts as a demand by
the Member. For the purposes of (c) above, a demand by a proxy counts as a
demand by a Member representing the voting rights that the proxy is
authorised to exercise. For the purposes of (d) above, a demand by a proxy
counts as a demand by a Member holding the shares to which those rights are
attached
On a vote on a resolution at a meeting on a show of hands, a declaration by
the chairman of the meeting that the resolution has or has not been passed, or
has or has not been passed by a particular majority, shall be conclusive
evidence of that fact, without proof of the number or proportion of the votes
recorded in favour of or against such resolution. An entry in respect of such
a declaration in the minutes of the meeting recorded in accordance with
Section 355 of the Act is also conclusive evidence of that fact without such
proof
64.
If a poll is duly demanded, it shall be taken in such manner as the chairman of the
meeting may direct. The result of a poll shall be deemed to be the resolution of the
meeting at which the poll was demanded
65.
A poll demanded on the election of the chairman of a meeting or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question shall be
taken at such time, date and place as the chairman of the meeting directs, but in any
case not more than thirty days after the meeting at which the poll was demanded. Any
business other than that upon which a poll has been demanded may be proceeded with
pending the completion of the poll.
- 17 -
Declaration of
result of voting
Taking a poll
Time for taking
a poll
66.
The demand for a poll may be withdrawn at any time before the conclusion of the
meeting; but, if a demand is withdrawn, the chairman of the meeting or other Members
entitled may himself or themselves demand a poll. A demand withdrawn in this way
validates the result of a show of hands declared before the demand is made. If a poll is
demanded before the declaration of the result of a show of hands and the demand is
duly withdrawn, the meeting shall continue as if the demand had not been made
Withdrawal
of
demand for poll
VOTES OF MEMBERS
67.
Subject to any terms as to voting upon which any shares may be issued, or may for the
time being be held, on a vote on a resolution Article 68 shall apply
Voting rights of
members
68.
(A)
Voting on a show
of hands and on
a poll
On a show of hands at a meeting:
(a)
every Member present (not being present by proxy) and entitled to vote
on the resolution has one vote; and
(b)
every proxy present who has been duly appointed by a Member entitled
to vote on the resolution has one vote, except where:
(i)
that proxy has been duly appointed by more than one Member
entitled to vote on the resolution; and
(ii)
the proxy has been instructed:
(1)
by one or more of those Members to vote for the resolution
and by one or more of those Members to vote against the
resolution; or
(2)
by one or more of those Members to vote in the same way on
the resolution (whether for or against) and one or more of
those Members has permitted the proxy discretion as to how
to vote,
in which case, the proxy has one vote for and one vote against the
resolution
(B)
On a poll taken at a meeting, every Member present and entitled to vote has
one vote in respect of each share held by him
69.
On a poll a Member present and entitled to more than one vote need not, if he votes,
use all his votes or cast all the votes he uses in the same way
70.
In the case of joint holders of a share only the vote of the senior joint holder who votes
(and any proxy duly authorised by him) may be counted by the Company. For the
purposes of this Article 70, the senior joint holder of a share is determined by the order
in which the names of the joint holders stand in the Register
Voting rights of
joint holders
71.
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 not be entitled to a casting vote
No casting vote
- 18 -
72.
In accordance with the Statutes, any corporation which is a Member may, by resolution
of its directors or other governing body, authorise a person or persons to act as its
representative or representatives at any general meeting. A Director, the Secretary or
other person authorised for the purpose by the Secretary may require the production of
a certified copy of the resolution before permitting the person so authorised to exercise
his powers
73.
A Member incapable by reason of mental disorder of managing and administering his
property and affairs, may vote, whether on a show of hands or a poll, by his receiver,
or other person authorised by any court of competent jurisdiction to act on his behalf,
and such person may on a poll vote by proxy provided that such evidence as the Board
may require of the authority of the person claiming to vote shall have been deposited at
the Office not less than two days before the time for holding the meeting
74.
No Member shall be entitled to vote at any general meeting unless all calls or other
sums presently payable by him in respect of shares in the Company have been paid
75.
Having regard to the requirements of the listing rules of the UKLA, where any
registered holder of or any person appearing to be interested in any shares in the
Company fails to comply within twenty-one days or, where such shares comprise at
least one quarter of one per cent of the class of shares of which they form part, within
seven days, with any notice (in this Article 75 called a "statutory notice") given by the
Company under Section 793 of the Act requiring him to give particulars of any interest
in any such shares or in purported compliance with a statutory notice has made a
statement which is false or misleading in a material particular the Company may give
the registered holder of such shares a notice (in this Article 75 called a
"disenfranchisement notice") to the effect that unless the statutory notice is complied
with within seven days of the service of the disenfranchisement notice the registered
holder in respect of such shares shall not be entitled (a) to attend or 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 or in relation to separate meetings
of the holders of the shares of that class nor (b) where such shares comprise at least
one quarter of one per cent of the class of shares of which they form part (excluding
any share of their class held as treasury shares), to receive payment of dividends in
respect of such shares nor, except in the case of a transfer relating to an arms length
sale of such shares, to have any instrument of transfer of such shares being certificated
shares entered in the Register until the statutory notice has been complied with or has
been withdrawn by the Company
The sanctions imposed by a disenfranchisement notice pursuant to this Article 75 shall
cease upon a transferee of such shares being entered in the Register following an arms
length sale
For the purpose of enforcing the sanction in Article 75(b), the Board may give notice
to the Member requiring the Member to change shares being uncertificated shares to
certificated shares by the time stated in the notice. The notice may also state the
Member may not change any shares being certificated shares to uncertificated shares.
If the Member does not comply with the notice, the Board may authorise a person to
change shares being uncertificated shares to certificated shares in the name and on
behalf of the Member
- 19 -
Representative of
corporation
holding shares
Voting rights of
members under
incapacity
Restrictions on
voting rights
Disenfranchisement of
shareholders
Statutory notice
Disenfranchisement notice
For the purpose of this Article 75 a person shall be treated as appearing to be interested
in any shares if the registered holder of such shares has given to the Company a
notification under the said Section 793 which fails to establish the identities of those
interested in the shares and if (after taking into account the said notification and any
other relevant Section 793 notification) the Company knows or has reasonable cause to
believe that the person in question is or may be interested in the shares
For the purpose of this Article 75 and Article 35 whether or not a sale is at arms length
shall be determined by the Board provided that a sale on a recognised investment
exchange or other recognised securities market or following the acceptance of a
takeover offer (as defined in Section 974 of the Act) shall be deemed to be at arms
length
Arms length sale
The provisions of Article 149 relating to the time and proof of service shall also apply
to persons interested in shares
76.
No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting or poll at which the vote objected to is given or tendered, and every
vote not disallowed at such meeting shall be valid for all purposes. Any such objection
made in due time shall be referred to the chairman of the meeting, whose decision shall
be final and conclusive
77.
(A)
A Member may appoint another person as his proxy to exercise all or any of
his rights to attend and to speak and to vote (both on a show of hands and on a
poll) on a resolution or amendment of a resolution, or on other business
arising, at a meeting or meetings of the Company. Unless the contrary is
stated in it, the appointment of a proxy shall be deemed to confer authority to
exercise all such rights, as the proxy thinks fit
(B)
A proxy need not be a Member
(C)
A Member may appoint more than one proxy in relation to a meeting,
provided that each proxy is appointed to exercise the rights attached to
different shares held by the Member. When two or more valid but differing
appointments of proxy are delivered or received for the same share for use at
the same meeting, the one which is last validly delivered or received
(regardless of its date or the date of its execution) shall be treated as replacing
and revoking the other or others as regards that share. If the Company is
unable to determine which appointment was last validly delivered or received,
none of them shall be treated as valid in respect of that share
(D)
Delivery or receipt of an appointment of proxy does not prevent a Member
attending and voting in person at the meeting or an adjournment of the
meeting or on a poll
(E)
Subject to Article 78, an instrument appointing a proxy shall be in writing in
any usual or common form or in any other form which the Board may accept
and:
(c)
in the case of an individual shall be signed by the appointor or by his
attorney; and
- 20 -
Objections to
validity of votes
Right to appoint
a proxy
Form of proxy
(d)
in the case of a corporation shall be either given under its common seal
or signed on its behalf by a duly authorised officer of the corporation
or an attorney
The signature on such instrument need not be witnessed. Where an instrument
appointing a proxy is signed on behalf of the appointor, by an attorney, the letter or
power of attorney or a duly certified copy thereof must (failing previous registration
with the Company) be lodged with the instrument of proxy pursuant to Article 79
failing which the instrument may be treated as invalid
78.
To the extent permitted by the Statutes and the UKLA, the Board may decide to accept
instruments of proxy delivered electronically or by any other data transmission process
subject to any limitations, restrictions or conditions it decides and Article 77 does not
apply to instruments of proxy delivered in such manner. Notwithstanding the
foregoing, the Secretary or such other person authorised for the purpose by the Board
may require such evidence as he thinks appropriate as to the validity and effectiveness
of such an instrument of proxy
79.
The instrument of proxy shall be deposited at the Office (or at such other place or, if
the Board decides to accept delivery of the instrument electronically or by any other
data transmission process pursuant to Article 78, in such other manner as shall be
specified in the notice of meeting or any proxy form or other document accompanying
the same) not less than forty-eight hours (excluding any part of a day that is not a
working day) before the time appointed for holding the meeting or adjourned meeting
at which the person named in the instrument proposes to vote, or in the case of a poll,
not less than forty-eight hours (excluding any part of a day that is not a working day)
before the time appointed for taking the poll
80.
The Board shall, at the expense of the Company, send by post or otherwise to the
Members instruments of proxy (whether for return at the expense of the Members or
stamped or accompanied by stamped envelopes for their return) for use at any general
meeting either in blank or nominating one or more of the Directors or any other
persons either singly or in the alternative. To the extent permitted by the Statutes and
the UKLA and if so requested or authorised by such Member, the Board may decide to
deliver, send or make available instruments of proxy to a Member electronically or by
any other data transmission process
81.
Any forms of proxy circulated or made available to Members by the Company shall be
so worded that a Member if he wishes may give directions for his vote to be either cast
for or against the resolutions in question or for his vote to be withheld
82.
The Company is not obliged to verify that a proxy or representative of a corporation
has acted in accordance with the terms of his appointment and any failure to so act in
accordance with the terms of his appointment shall not affect the validity of any
proceedings at a meeting of the Company
- 21 -
Electronic
delivery of form
of proxy
Deposit of
proxies
Circulation of
proxies
Validity of
proxies
83.
The termination of the authority of a person to act as proxy or as the duly authorised
representative of a Member which is a corporation does not affect whether he counts in
deciding whether there is a quorum at a meeting, the validity of anything he does as
chairman of a meeting, the validity of a poll demanded by him at a meeting, or the
validity of a vote given by that person unless notice of the termination was received by
the Company at the Office (or other place referred to in Article 79) before the
commencement of the meeting or adjourned meeting at which the instrument of proxy
is used
DIRECTORS
84.
Subject as hereinafter provided the Directors shall not be less than six nor more than
twenty in number. The Company may by ordinary resolution from time to time vary
the minimum and/or the maximum number of Directors
Number of
directors
85.
A Director shall not be required to hold any shares of the Company by way of
qualification. A Director who is not a Member shall nevertheless be entitled to attend
and speak at general meetings
No share
qualification
86.
The fee of the Directors paid by way of remuneration for their services as Directors
(including for these purposes the office of Chairman, Deputy Chairman, Senior
Independent Director or for any service on any committee of the Board) shall be of
such amount not exceeding £1,000,000 per annum (or such other amount as shall from
time to time be determined by an ordinary resolution of the Company) as the Board
shall from time to time determine. Such remuneration may if the Director concerned
so requires and if the Directors so agree consist in whole or in part in payments by way
of pension contributions or premiums whether pursuant to a pension scheme or
otherwise. Such remuneration shall be divided between the Directors in such
proportions and manner as they may determine. All remuneration shall be deemed to
accrue from day to day
Remuneration
87.
A Director who performs services which in the opinion of the Board are outside the
scope of the ordinary duties of a Director, may be paid such additional remuneration
by way of salary, commission or otherwise as the Board may determine
Additional
remuneration
88.
The Board may repay to any Director all such reasonable expenses as he may incur in
attending and returning from meetings of the Board of any committee of the Board or
general meetings or otherwise in or about the business of the Company or its subsidiary
companies. Subject to the Statutes, the Board may make arrangements to provide a
Director with funds to meet expenditure incurred or to be incurred by him for the
purposes of the Company or for the purpose of enabling him properly to perform his
duties as an officer of the Company or to enable him to avoid incurring any such
expenditure
Expenses
89.
The Board 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 who may hold or have held any executive office or any office
or place of profit under the Company or any of its subsidiaries and for the purpose of
providing such pensions or other benefits to contribute to any scheme or fund or to pay
premiums
- 22 -
Pension benefits
90.
The Board may from time to time appoint one or more of its body to be holder of any
executive office (including, where considered appropriate, the office of Chairman or
Deputy Chairman) on such terms 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 such appointment
91.
(A)
The appointment of any Director to the office of Chairman or Deputy
Chairman or Chief Executive or Deputy Chief Executive or Managing or Joint
Managing or Deputy or Assistant Managing Director shall automatically
determine if he ceases to be a Director but without prejudice to any claim for
damages for breach of contract of service between him and the Company
(B)
The appointment of any Director to any other 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
claims for damages for breach of any contract of service between him and the
Company
92.
The Board may entrust to and confer upon any Director holding any executive office
any of the powers exercisable by the Board upon such terms and conditions and with
such restrictions, as it thinks fit, and either collaterally with or to the exclusion of its
own powers, and may from time to time revoke, withdraw, alter or vary all or any of
such powers
Executive office
Delegation of
powers to
executive
directors
APPOINTMENT AND RETIREMENT OF DIRECTORS
93.
The office of a Director shall be vacated in any of the following events, namely:
(a)
if he shall become prohibited by law from acting as a Director
(b)
if he shall resign by notice in writing left at the Office or if he shall
tender his resignation and the Board shall resolve to accept the same
(c)
if he shall have a receiving order made against him or shall compound
with his creditors generally
(d)
if a registered medical practitioner who is treating him gives a written
opinion to the Company stating that he has become physically or
mentally incapable of acting as a Director and may remain so for more
than three months and the Directors resolve that his office be vacated
(e)
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
(f)
if he shall be absent from meetings of the Board for six months without
leave and the Board shall resolve that his office be vacated
- 23 -
Vacation of
office
94.
(A)
(B)
95.
96.
(g)
if he shall be removed from office by notice in writing served upon
him signed by all his co-Directors, but so that if he holds an
appointment to an executive office which thereby automatically
determines such removal shall be deemed an act of the Company and
shall have effect without prejudice to any claim for damages for breach
of any contract of service between him and the Company
(h)
if an event occurs which pursuant to any term or terms of his
appointment as a Director requires him to vacate his office as Director
At each annual general meeting:
(a)
any Director who was elected or last re-elected a Director at or before
the annual general meeting held in the third calendar year before the
current shall retire by rotation; and
(b)
such further Directors (if any) shall retire by rotation as would bring
the number retiring by rotation up to one third of the number of
Directors in office at the date of the notice of meeting (or, if their
number is not three or a multiple of three, the number nearest to but
not less than one third)
Retirement by
rotation
If no Director is required to retire pursuant to paragraph (A)(a) and there are
fewer than three Directors who are subject to retirement by rotation, one shall
retire by rotation
The Directors to retire by rotation shall include (so far as necessary to obtain the
number required) any Director who wishes to retire and not to offer himself for
re-election. Any further Directors so to retire shall be those of the other Directors
subject to retirement by rotation who have been longest in office since their last
re-election or appointment and so that as between persons who became or were last
re-elected Directors on the same day those to retire shall (unless they otherwise agree
among themselves) be determined by lot. A retiring Director shall be eligible for
re-election
The Company at the meeting at which a Director retires under any provision of these
Articles 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:
(a)
Where at such meeting it is expressly resolved not to fill such an office
or a resolution for the re-election of such Director is put to the meeting
and lost
(b)
Where such Director has given notice in writing to the Company that
he is unwilling to be re-elected
(c)
Where the default is due to the moving of a resolution in contravention
of the next following Article
- 24 -
Filling of vacated
office
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 break
97.
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 by the meeting without any vote being given against it;
and any resolution moved in contravention of this provision shall be void
Directors to be
elected separately
98.
No person other than a Director retiring 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 before the day appointed for the meeting
there shall have been left 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
Notice of
intention to
appoint a director
at a general
meeting
99.
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 Articles 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 may appoint another person in place of
a Director so removed from office
100.
Any person appointed pursuant to Article 99 shall be treated for the purpose of
determining the time at which he or any other Director is to retire by rotation as if he
had become a Director on the day on which the Director in whose place he is appointed
was last elected a Director. In default of such appointment the vacancy arising upon
the removal of a Director from office may be filled by the Board as a casual vacancy
101.
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 and from time to time to appoint any person to
be a Director either to fill a casual vacancy or as an additional Director, but so that the
total number of Directors shall not at any time exceed the maximum number (if any)
fixed by or in accordance with these Articles. Any Director so appointed shall hold
office only until the next annual general meeting and shall then be eligible for
re-election, but shall not be taken into account in determining the number of Directors
who are to retire by rotation at such meeting
- 25 -
Removal of
directors by
resolutions in
general meeting
Appointment of
directors
PROCEEDINGS OF DIRECTORS
102.
Subject to the provisions of these Articles the Directors may meet together for the
despatch of business, adjourn and otherwise regulate their meetings as they think fit.
Questions arising at any meeting 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.
A Director may, and the Secretary on the requisition of a Director shall, at any time
summon a meeting of the Board. It shall not be necessary to give notice of a meeting
of the Board to any Director for the time being absent from the United Kingdom. Any
Director may waive notice of any meeting and any such waiver may be retrospective
103.
The quorum necessary for the transaction of the business of the Board may be fixed by
the Board, and unless so fixed at any other number (not being less than three) shall be
three. A meeting of the Board at which the quorum is present shall be competent to
exercise all powers and discretions for the time being exercisable by the Board
104.
A Director may participate in a meeting of the Board or a committee of the Board
through the medium of conference telephone, video teleconference or similar form of
communication equipment if all persons participating in the meeting are able to hear
and speak to each other throughout the meeting. A person participating in this way is
deemed to be present in person at the meeting and is counted in a quorum and entitled
to vote. Subject to the Act, all business transacted in this way by the Board or a
committee of the Board is for the purposes of these Articles deemed to be validly and
effectively transacted at a meeting of the Board or a committee of the Board
notwithstanding that fewer than two Directors may be physically present at the same
place. The meeting is 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 then is
105.
(A)
A Director who is in any way, directly or indirectly, interested in a proposed
transaction or arrangement with the Company shall declare the nature and
extent of his interest to the other directors before the Company enters into the
transaction or arrangement
(B)
A Director who is in any way, directly or indirectly, interested in a
transaction or arrangement that has been entered into by the Company shall
declare the nature and extent of his interest to the other Directors as soon as is
reasonably practicable, unless the interest has already been declared under
paragraph (A)
(C)
Any declaration required by paragraph (A) may (but need not) be made at a
meeting of the Directors or by notice in writing in accordance with section
184 of the Act or by general notice in accordance with section 185 of the Act.
Any declaration required by paragraph (B) must be made at a meeting of the
Directors or by notice in writing in accordance with section 184 of the Act or
by general notice in accordance with section 185 of the Act
(D)
If a declaration made under paragraphs (A) or (B) above proves to be, or
becomes, inaccurate or incomplete, a further declaration must be made under
paragraphs (A) or (B), as appropriate
- 26 -
Board meetings
Calling of
meetings
Quorum
Location of
meetings
Declaration of
interests
106.
(A)
The Board may authorise any matter proposed to it which would, if not so
authorised, involve a breach of duty by a Director to avoid a conflict of
interest (whether direct or indirect) under Section 175 of the Act
(B)
Any authorisation under paragraph (A) will be effective only if:
(a)
any requirement as to quorum at the meeting at which the matter is
considered is met without counting the Director in question or any
other Director interested in the matter under consideration; and
(b)
the matter was agreed to without such Director(s) voting or would have
been agreed to if the votes(s) of such Director(s) had not been counted
(C)
In giving any authorisation under paragraph (A) the Board may at the time of
giving authorisation and from time to time thereafter impose such limits or
conditions as it thinks fit
(D)
The Board may vary or terminate any such authority at any time
(E)
For the purposes of this Article 106, a conflict of interest includes a conflict
of interest and duty and a conflict of duties, and interest includes both direct
and indirect interests
(F)
If a Director has declared to the Board the nature and extent of any interest of
his in accordance with this Article 106 or where paragraph (G) applies and no
declaration of interest is required, the Director may (subject to compliance
with any applicable requirements of the Act), notwithstanding his office:
(G)
(a)
enter into or otherwise be interested in a contract, arrangement,
transaction or proposal with the Company or in which the Company is
otherwise directly or indirectly interested;
(b)
act by himself or through his firm in a professional capacity for the
Company (otherwise than as auditor), and in any such case on such
terms as to remuneration and otherwise as the Board may decide; and
(c)
be a Director or other officer of, or employed by, or be otherwise
interested in, any body corporate in which the Company is otherwise
directly or indirectly interested
A Director need not declare an interest in order to take advantage of
paragraph (F)
(a)
if his interest cannot reasonably be regarded as likely to give rise to a
conflict of interest;
(b)
if, or to the extent that, the other Directors are already aware of it (and
for this purpose the other Directors are treated as aware of anything of
which they ought reasonably to be aware);
- 27 -
Authorisation of
directors'
interests
Actions
permitted once a
director has
declared his
interest
Circumstances
where directors
need not declare
their interests
(H)
(c)
if, or to the extent that, his interest concerns terms of his service
contract that have been or are to be considered by a meeting of the
Directors or by a committee of the Directors appointed for the purpose
under these Articles; or
(d)
if the Director is not aware of his interest or is not aware of the
contract, arrangement, transaction or proposal in question
A Director may not vote on or be counted in the quorum in relation to a
resolution of the Board concerning a transaction or arrangement to which the
Company is or is to be a party and in which he has an interest which is, to his
knowledge, a material interest (otherwise than by virtue of his interest in
shares or debentures or other securities of or otherwise in or through the
Company), but this prohibition does not apply to a resolution concerning any
of the following matters:
(a)
the giving of a guarantee, security or indemnity in respect of money
lent or obligations incurred by him or any other person at the request
of or for the benefit of the Company or any of its subsidiary
undertakings;
(b)
the giving of a guarantee, security or indemnity in respect of a debt or
obligation of the Company or any of its subsidiary undertakings for
which he himself has assumed responsibility in whole or in part, either
alone or jointly with others, under a guarantee or indemnity or by the
giving of security;
(c)
a transaction or arrangement concerning an offer of shares, debentures
or other securities of the Company or any of its subsidiary
undertakings for subscription or purchase, in which offer he is or may
be entitled to participate as a holder of securities or in the underwriting
or sub-underwriting of which he is to participate;
(d)
a transaction or arrangement to which the Company is or is to be a
party concerning another company (including a subsidiary undertaking
of the Company) in which he, or any person connected with him, is
interested whether as an officer, shareholder, creditor or otherwise (a
"relevant company"), if he, or any person connected with him, does
not to his knowledge hold an interest in shares (as that term is used in
Sections 820 to 825 of the Act) representing one per cent. or more of
either any class of the equity share capital (excluding any shares of that
class held as treasury shares) in the relevant company or of the voting
rights in the relevant company;
(e)
a transaction or arrangement for the benefit of the employees of the
Company or any of its subsidiary undertakings (including any pension
fund or retirement, death or disability scheme) which does not award
him a privilege or benefit not generally awarded to the employees to
whom it relates; and
- 28 -
Circumstances
where interested
directors may
and may not vote
(f)
a transaction or arrangement concerning the purchase or maintenance
of any insurance policy for the benefit of Directors or for the benefit of
persons including Directors
Voting on
appointments
(I)
A Director may not vote on or be counted in the quorum in relation to a
resolution of the Board or committee of the Board concerning his own
appointment (including fixing or varying the terms of his appointment or its
termination) as the holder of an office or place of profit with the Company or
any body corporate in which the Company is directly or indirectly interested.
Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment or its termination) of
two or more Directors to offices or places of profit with the Company or a
body corporate in which the Company, directly or indirectly, is interested,
such proposals shall be divided and a separate resolution considered in
relation to each Director. In that case, each of the Directors concerned (if not
otherwise debarred from voting under this Article 106) is entitled to vote (and
be counted in the quorum) in respect of each resolution except that concerning
his own appointment
(J)
If a question arises at a meeting as to the materiality of a Director's interest
(other than the interest of the chairman of the meeting) or as to the entitlement
of a Director (other than the chairman) to vote or be counted in a quorum and
the question is not resolved by his voluntarily agreeing to abstain from voting
or being counted in the quorum, the question shall be referred to the chairman
and his ruling in relation to the Director concerned is conclusive and binding
on all concerned
(K)
If a question arises at a meeting as to the materiality of the interest of the
chairman of the meeting or as to the entitlement of the chairman to vote or be
counted in a quorum and the question is not resolved by his voluntarily
agreeing to abstain from voting or being counted in the quorum, the question
shall be decided by resolution of the Directors or committee members present
at the meeting (excluding the chairman) whose majority vote is conclusive and
binding on all concerned
Majority ruling
to be conclusive
(L)
A Director shall be under no duty to the Company with respect to any
information which he obtains or has obtained otherwise than as a Director of
the Company and in respect of which he owes a duty of confidentiality to
another person. In particular, he will not be in breach of the general duty he
owes the Company under sections 171 to 177 of the Act because he:
Duty of
confidentiality
owed to others
(a)
fails to disclose any such information to the Board or to any Director
or other officer or employee of the Company; and
(b)
does not use or apply any such information in performing his duties as
a Director of the Company
- 29 -
Chairman's
ruling to be
conclusive
However, to the extent that his relationship with that other person gives rise to
an interest of his which conflicts, or possibly may conflict, with the interests
of the Company, this paragraph (L) applies only if the existence of that
relationship has been authorised by the Board pursuant to paragraph (A). This
paragraph (L) is without prejudice to any equitable principle or rule of law
which may excuse the Director from disclosing information in circumstances
where disclosure would otherwise be required under this Article 106
(M)
Where, in relation (directly or indirectly) to a matter which has been
authorised by the Board pursuant to paragraph (A), a Director finds himself in
a situation in which he has an interest which conflicts, or possibly may
conflict, with an interest of the Company, the general duties which he owes to
the Company by virtue of Sections 171 to 177 of the Act will not be infringed
by anything done (or omitted to be done) in accordance with the following
provisions. The Director may, for so long as he reasonably believes the
situation subsists:
(a)
absent himself from meetings of the Board or from the discussion of
any matter at a meeting; and/or
(b)
make such arrangements as he sees fit for Board papers to be received
and read by a professional adviser on his behalf; and/or
(c)
behave in any other way authorised by any guidance which may from
time to time be issued by the Board
(N)
For the purposes of this Article 106, any interest of a person who is for the
purposes of the Act connected with (within the meaning of Section 252 of the
Act) a Director is treated as the interest of the Director
(O)
The provisions of paragraphs (L) and (M) are without prejudice to any
equitable principle or rule of law which may excuse a Director from:
(P)
(a)
disclosing information, in circumstances where disclosure would
otherwise be required under these Articles; and/or
(a)
attending meetings or discussions or receiving documents and
information as referred to in paragraph (M), in circumstances where
such attendance or receiving such documents and information would
otherwise be required under these Articles
A Director shall not, by reason of his office, be accountable to the Company
for any remuneration or other benefit which he derives from any office or
employment or from any transaction or arrangement or from any interest in
any body corporate:
(a)
the acceptance, entry into or existence of which has been approved by
the Directors pursuant to paragraph (A) (subject, in any such case, to
any limits or conditions to which such approval was subject); or
(b)
which he is permitted to hold or enter into by virtue of paragraph (F);
- 30 -
Avoiding
conflicts with
authorised
interests
Remuneration
derived from
interest
nor shall the receipt of any such remuneration or other benefit constitute a
breach of his duty under Section 176 of the Act. No transaction or
arrangement approved or permitted pursuant to paragraphs (A) or (D) shall be
liable to be avoided on the ground of any such interest or benefit.
(Q)
The acceptance of a benefit from a third party by a Director will not constitute
a breach of Section 176 of the Act if:
(a)
the receipt of the benefit is disclosed to and approved by the Board
within a reasonable time of its receipt; or
(b)
the amount or (where the benefit is not a cash sum) the value of the
benefit is such that its acceptance cannot reasonably be regarded as
likely to give rise to a conflict of interest;
even if the benefit was conferred by reason of his being a Director of the
company
(U)
Any declaration required by this Article 106 may be made at a meeting of the
Directors or by notice in writing in accordance with Section 184 of the Act or
by general notice in accordance with Section 185 of the Act or otherwise in
accordance with Section 177 of the Act
107.
The Company may by ordinary resolution suspend or relax the provisions of Article
106 to any extent. Subject to the Act, the Company may ratify any transaction or
arrangement not properly authorised by reason of a contravention of Article 106
108.
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 Articles 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 purposes of appointing Directors
Proceedings
in case of
vacancies
109.
(A)
If no Chairman or Deputy Chairman shall have been appointed, or if at any
meeting neither be present within five minutes after the time appointed for
holding the same, the Directors present may choose one of their number to be
chairman of the meeting
Chairman
(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 Board or of the
Company shall be determined as between the Deputy Chairmen present (if
more than one) by seniority in length of appointment or otherwise as resolved
by the Board
110.
A resolution in writing signed by all the Directors for the time being in the United
Kingdom shall be as effective as a resolution passed at a meeting of the Board duly
convened and held and may consist of several documents in the like form, each signed
by one or more of the Directors
- 31 -
Resolution in
writing
111.
The Board may delegate any of their powers to committees consisting of such one or
more members of their body and (if thought fit) one or more other persons. 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 Board
112.
The meetings and proceedings of any such committee consisting of two or more
members shall be governed mutatis mutandis by the provisions of these Articles
regulating the meetings and proceedings of the Board, so far as the same are applicable
and are not superseded by any regulations made by the Board under the last preceding
Article
113.
All acts done by any meeting of the Board, or of any such committee, or by any person
acting as a Director or as a member of such committee shall be valid as regards all
persons dealing in good faith with the Company, notwithstanding that there was some
defect in the appointment or continuance in office of any such Director, or person
acting as aforesaid, or that they or any of them were disqualified from holding office,
or had ceased to hold office, or were not entitled to vote on the matter in question
GENERAL POWERS OF DIRECTORS
114.
The business of the Company shall be managed by the Board who may exercise all
such powers of the Company as are not by the Statutes or by these Articles required to
be exercised by the Company in general meeting, subject nevertheless to any
regulations of these Articles, to the provisions of the Statutes and to such regulations,
not being 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 Board which would have been valid if
such regulation had not been made. The general powers given by this Article 114 shall
not be limited or restricted by any special authority or power given to the Board by any
other Article
115.
The Board 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 board, 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 Board
may think fit, and the Board may remove any person so appointed, and may annul or
vary such delegation, but no person dealing in good faith and without notice of any
such annulment or variation shall be affected thereby
- 32 -
Delegation of
powers to
committees
Meetings and
proceedings
of committees
Validity of
proceedings
116.
The Board 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 Board, 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 Board under these Articles) 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 Board 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
117.
Subject to and to the extent permitted by the Statutes, the Company, or the Board on
behalf of the Company, may cause to be kept in any overseas country or territory an
overseas branch register of Members or of debenture holders resident in such country
or territory, and the Board may make and vary such regulations as they may think fit
respecting the keeping of any such register
118.
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 Board shall from time to time by resolution determine
119.
The Board may change the name of the Company
Power to appoint
attorneys
Power to keep
overseas register
Arrangements
for signing
cheques, etc.
BORROWING POWERS
120.
(A)
Subject as hereinafter provided the Board may exercise all the powers of the
Company to borrow money and to mortgage or charge its undertaking,
property, assets and uncalled capital or any part thereof 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 Board 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 (if any) so as to secure (as regards subsidiaries so
far as by such exercise they can secure) that the aggregate amount for the time
being remaining undischarged of all moneys borrowed by the Group (being
the Company and its subsidiaries for the time being or any of such companies)
(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 at any time
without the previous sanction of a special resolution of the Company exceed
an amount equal to three times the adjusted total of capital and reserves
(C)
For the purposes of this Article 120:
(I)
the expression "the adjusted total of capital and reserves" means the
aggregate of (i) the amount paid up or credited as paid up on the share
capital of the Company and (ii) the amounts standing to the credit of
the distributable and non-distributable reserves (including share
- 33 -
Power to borrow
Restriction on
borrowing
Definition of
"the
adjusted total of
capital and
reserves"
premium account, capital redemption reserve fund and profit and loss
account) shown in the latest audited and published consolidated
balance sheet of the Company approved by the Company in general
meeting including the notes thereto (hereinafter called "the said
consolidated balance sheet") but
(a)
adding thereto the amount shown in the said consolidated balance sheet
in respect of outside shareholders' interests in subsidiaries
(b)
deducting therefrom (i) any amount included therein in respect of
related companies' reserves, (ii) a sum equivalent to any debit balance
on profit and loss account so far as not already deducted and (iii) the
amount payable in respect of any dividend by any company in the
Group otherwise than to another company in the Group) out of profits
earned prior to the date of the said consolidated balance sheet which
has been recommended, declared or paid since that date but only
insofar as not provided for therein
(c)
adjusted as may be appropriate in respect of:
(II)
(a)
(i)
any variation in the paid up share capital, share premium account
or capital redemption reserve fund of the Company since the
accounting date of the said consolidated balance sheet and so that
for this purpose if the Company at such date was in the course of
issuing or thereafter proposes to issue any shares for cash and the
issue of such shares was or has been underwritten then such shares
shall be deemed to have been issued and the amount (including any
premium) of the subscription monies payable or the balance
outstanding in respect thereof (not being monies payable later than
six months after the date of allotment) shall be deemed to have
been paid up at the date when the issue of such shares was
underwritten
(ii)
any company which was a subsidiary at the date of the said
consolidated balance sheet but whose accounts have not been
consolidated therein, and
(iii)
any company which has become or has ceased to be a subsidiary
since the date of the said consolidated balance sheet or which will
become or cease to be such a subsidiary as a result of a transaction
in respect of which any calculation falls to be made
the expression "moneys borrowed" shall include:
the principal amount for the time being owing in respect of any
debenture as defined in Section 738 of the Act
- 34 -
Definition of
“moneys
borrowed”
(b)
the nominal amount of any share capital and the principal amount of
any moneys borrowed and for the time being outstanding the beneficial
interest wherein is not for the time being owned by the Company or by
a subsidiary and the repayment whereof is for the time being
guaranteed (otherwise than under a guarantee relating to the sale or
purchase of goods or the provision of services in the ordinary course of
trading) by the Company or by a subsidiary
(c)
the nominal amount of any redeemable share capital of a subsidiary not
for the time being owned by the Company or another subsidiary
(d)
the principal amount outstanding of acceptances by any bank or
accepting house under any acceptance credit opened on behalf of and in
favour of the Company or any subsidiary other than acceptances
relating to the sale or purchase of goods or the provision of services in
the ordinary course of trading
(III)
the expression "moneys borrowed" shall not include:
(a)
moneys borrowed for the express purpose of repaying other moneys
borrowed (not being moneys borrowed by the Company from and for
the time being owing to a subsidiary or by any such subsidiary from
and for the time being owing to the Company or another such
subsidiary) of the Company or any subsidiary or of financing any other
transaction or series of transactions pending it being so applied
provided that such moneys are so applied within a period of twelve
months from the borrowing thereof and provided further that on
completion of such repayment or transaction or series of transactions
the limit on moneys borrowed herein contained would not be exceeded
(b)
moneys held by the Company or any subsidiary whether on deposit or
current account or otherwise in connection with any scheme for the
benefit of employees or their dependants
(c)
moneys borrowed by the Company or a subsidiary 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 by the Export Credits Guarantee Department of the
Department for Business, Innovation and Skills or other institution
carrying on a similar business whether in the United Kingdom or
elsewhere
(d)
until a date six months after the date on which a company became a
subsidiary of the Company an amount equal to the moneys borrowed
by such company outstanding on the date on which it became a
subsidiary
- 35 -
(D)
(IV)
amounts included as moneys borrowed pursuant to paragraph (II)(b)
hereof, being the share capital of or moneys borrowed by a company
of which the Group is the beneficial owner of a part only of the equity
share capital and which share capital or moneys borrowed is the
subject of any joint or joint and several guarantee by the Company
and/or a subsidiary on the one hand and any other direct or indirect
beneficial owner or owners of such equity share capital on the other,
shall be deemed to be reduced by an amount equal to the outside
proportion of such moneys borrowed attributable to such other
beneficial owner or owners. For the purpose hereof "the outside
proportion" shall mean the proportion of the nominal amount of the
equity share capital of such company which is not beneficially owned,
directly or indirectly, by the Company and/or any subsidiary
(V)
in computing the amounts to be taken into account in terms of this
Article 120 an amount which could be counted as moneys borrowed
by more than one company shall in no case be counted more than
once
No person dealing with the Company or any of its subsidiaries shall by reason
of the foregoing provisions be concerned to see or enquire whether this limit
is observed. 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 limit hereby imposed had been or would thereby be exceeded
Third parties
without notice
SECRETARY
121.
The Secretary shall be appointed by the Board for such term, at such remuneration and
upon such conditions as it may think fit and any Secretary so appointed may be
removed by it
Appointment and
removal of
Secretary
MINUTES
122.
The Board shall cause minutes to be made in books provided for the purpose:(a)
of all appointments of officers made by the Board;
(b)
of the names of the Directors present at each meeting of the Board and
of any committee of the Board;
(c)
of the resolutions and proceedings at all meetings of the Company and
of the Board and of committees of the Board
Any such minutes, if purporting to be signed by the chairman of the meeting to which
they relate or of the meeting at which they are read, shall be sufficient evidence
without any further proof of the facts therein stated. All such minutes must be kept for
at least 10 years from the date of the meeting
- 36 -
Keeping of
minutes
THE SEAL
123.
(A)
The Board shall provide for the safe custody of the Seal and any Securities
Seal and neither shall be used without the authority of the Board or of a
committee of the Board authorised in that behalf
(B)
Every instrument to which the Seal shall be affixed shall be signed
autographically by two Directors or by one Director and either the Secretary
or some other person appointed by the Board for the purpose or by one
Director in the presence of a witness who attests his signature, save that as
regards any certificates for shares or debentures or other securities or options
for shares of the Company the Board 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 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
Custody of Seals
Sealing
formalities
Use of securities
seal
AUTHENTICATION OF DOCUMENTS
124.
Any Director or the Secretary or any person appointed by the Board for the purpose
shall have power to authenticate any documents affecting the Company and any
resolutions passed by the Company or the Board 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 officers of the
Company having the custody thereof shall be deemed to be a person appointed by the
Board as aforesaid
Power to
authenticate
documents
125.
A document purporting to be a copy of a resolution of the Board or a committee of the
Board or an extract from the minutes of a meeting of the Board or any such committee
which is certified as such in accordance with the provisions of the last preceding
paragraph 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 such extract is a true and accurate record of a duly constituted meeting of
the Board or a committee of the Board
Authenticated
documents are
conclusive
evidence
DIVIDENDS
126.
The Company may by ordinary resolution declare dividends but no such dividend shall
exceed the amount recommended by the Board
127.
(A)
Subject as provided in paragraph (B) dividends shall be paid, in accordance
with their respective rights and priorities, to Members on the Register at such
date as shall be decided by the Company in general meeting or the Board in
each case
- 37 -
Declaration of
dividends
Record date
(B)
If the Company shall at any time declare payable or pay a dividend upon any
of the shares in the Company and some or all such shares are at the time of
such declaration or payment represented by letters of allotment the Company
shall pay the dividend on the shares so represented to the holders of such
letters of allotment and may require such holders as a condition of payment to
surrender the same to the Company in order that a memorandum of such
payment may be endorsed thereon
Dividends
payable on
shares
represented by
letters of
allotment
128.
If and so far as in the opinion of the Board the profits of the Company justify such
payments, the Board 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 declare
and 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
129.
No dividend shall be paid otherwise than out of profits available for distribution under
the provisions of the Statutes
Dividends only
out of profits
130.
Unless and to the extent that the rights attached to any shares or the terms of issue
thereof 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
130 no amount paid on a share in advance of calls shall whether carrying interest or not
be treated as paid on the share
Shares on which
dividends
payable
131.
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 Board in whole or in part be 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 Board be treated as revenue, and it shall not be obligatory to capitalise the same or
any part thereof
Payment of fixed
and interim
dividends
Pre-acquisition
profits
No interest
payable on
dividends
132.
No dividend or other moneys payable on or in respect of a share shall bear interest as
against the Company
133.
The Board may retain any dividend (whether payable in specie or in cash) 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. In the case of a dividend payable in specie the Board
shall have the power to sell or realise the same and to apply the proceeds in the manner
aforesaid
Dividends on
shares subject to
lien
134.
The Board may retain the dividends payable upon shares in respect of which any
person is under the provisions as to the transmission of shares herein before 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
Retention of
dividends on
transmitted
shares
- 38 -
135.
The payment by the Board of any unclaimed dividend 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
notwithstanding that in the intervening period the liability to pay the same shall have
been provided for in the books accounts or records of the Company
136.
The Board shall be entitled to cease sending warrants and cheques for dividends or
other moneys payable in cash or in respect of a share if warrants or cheques sent in
accordance with these Articles in respect of any such share have, whether immediately
preceding or at any time after the adoption of these Articles, been returned by the
relevant postal authority together with a clear indication that the Member concerned is
no longer resident at the address appearing on the Register or on at least two
consecutive occasions is returned undelivered or left uncashed and the Company has
not, since such indication from the relevant postal authority or the last such occasion as
the case may be, received indication of the existence or whereabouts of the Member
concerned (or other person entitled to such share)
Cessation of
sending dividend
payments
137.
The Company may upon the recommendation of the Board 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 Board
shall give effect to such resolution, and where any difficulty arises in regard to such
distribution, the Board may settle the same as they think expedient and in particular
may issue fractional certificates and fix the value for distribution of such specific assets
or any part thereof and 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
Board
Dividends in
specie
138.
Any dividend or other moneys payable in cash on or in respect of a share may be paid
by cheque or warrant sent through the post to the registered address of the Member or
person entitled thereto or by direct bank transfer to such bank account as such Member
or person entitled thereto may direct (or, if two or more persons are registered as joint
holders of the share or are entitled thereto in consequence of the death of the holder, to
any one of such joint holders) or to such person and to such address or such bank
account as the holder or joint holders may in writing direct or by means of a relevant
system in respect of an uncertificated share if the Board decides and the Member or
person entitled thereto so directs. Every such cheque or warrant shall be made payable
to the order of the person to whom it is sent and shall be sent at the Member's risk and
payment of the cheque or warrant shall be a good discharge to the Company
139.
If several persons are entered in the Register as joint holders of any share, any one of
them may give effectual receipts for any moneys payable in respect of the share or any
dividends payable in specie
- 39 -
Forfeiture of
unclaimed
dividends
Method of
payment
Dividends joint
holders
RESERVES
140.
The Board may from time to time set aside out of the profits of the Company and carry
to reserve such sums as they think proper which, at the discretion of the Board 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 Board may divide the 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 reserve may be divided. The Board may also without
placing the same to reserve carry forward any profits. In carrying sums to reserve and
in applying the same the Board shall comply with the provisions of the Statutes
Power to carry
profit to reserves
CAPITALISATION OF PROFITS
141.
(A)
The Company may, upon the recommendation of the Board, resolve that it is
desirable to capitalise all or any part of the profits of the Company to which
this Article 141 applies and accordingly that the Board be authorised and
directed to appropriate the profits so resolved to be capitalised to the Members
holding Ordinary Shares on the record date specified in the relevant resolution
who would have been entitled thereto if distributed by way of dividend and in
the same proportions
Power to
capitalise profits
(B)
Subject to any direction given by the Company, the Board shall make all
appropriations and applications of the profits resolved to be capitalised by any
such resolution, and such profits shall be applied by the Board on behalf of
the Members entitled thereto either:
Purposes for
which profits
shall be
capitalised
(a)
in or towards paying up the amounts, if any, for the time being unpaid
on any shares held by such Members respectively; or
(b)
in paying up in full unissued shares, debentures or obligations of the
Company, of a nominal amount equal to such profits, for allotment and
distribution credited as fully paid up, to and amongst such Members in
the proportion aforesaid;
or partly in one way and partly in the other; provided that the only purpose to
which sums standing to capital redemption reserve or share premium account
shall be applied pursuant to this Article 141 shall be the payment up in full of
unissued shares to be allotted and distributed as aforesaid
The Board shall have power after the passing of any such resolution:
(a)
to make such provisions (by the issue of fractional certificates or by
payment in cash or otherwise) as it thinks fit in the case of shares;
(b)
to authorise any person to enter, on behalf of all the Members entitled
thereto, into an agreement with the Company providing (as the case
may require) either:
- 40 -
Procedure on
capitalisation
(i)
for the payment up by the Company on behalf of such Members
(by the application thereto of their respective proportions of the
profits resolved to be capitalised) of the amounts, or any part of
the amounts remaining unpaid on their existing shares; or
(ii)
for the allotment to such Members respectively, credited as fully
paid up, of any further shares, debentures or obligations to which
they may be entitled upon such capitalisation; and
any agreement made under such authority shall be effective and binding on all
such Members
(C)
142.
The profits of the Company to which this Article 141 applies shall be any
undivided profits of the Company not required for paying the fixed dividends
on any preference shares or other shares issued on special conditions and shall
include:(a)
any profits arising from appreciation in capital assets (whether realised
by sale or ascertained by valuation); and
(b)
any amounts for the time being standing to any reserve or reserves or
to the capital redemption reserve or to share premium or other special
account
On the recommendation of the Board the Company may by ordinary resolution at any
general meeting of the Company resolve that Members be entitled to elect to receive
Ordinary Shares credited as fully paid instead whether in part or in whole of dividends
to be declared at that general meeting or paid at any time before the fifth anniversary of
the date of the resolution and the Board may in accordance with the provisions of such
resolution capitalise any undivided profits or distributable reserves of the Company not
required for paying the fixed dividends on any preference shares (including profits
carried and standing to any reserve or reserves or other special account) or any amount
standing to the credit of any reserve account of the Company not available for
distribution by applying the same in paying up in full any Ordinary Shares required to
be allotted to persons who have elected to receive fully paid Ordinary Shares in the
capital of the Company and allotting the same credited as fully paid to the persons
entitled thereto
Profits to which
this Article
applies
Power to offer
scrip dividends
ACCOUNTS
143.
No Member (other than an officer of the Company) shall have any right of inspecting
any account or book or document of the Company, except as conferred by the Statutes
or authorised by the Board or by an ordinary resolution of the Company
- 41 -
Inspection of
books of account
144.
Save to the extent that the Company may be permitted by the Statutes and the UKLA to
send to Members Summary Financial Statements and subject to the provisions of these
Articles, a printed copy of every profit and loss account and balance sheet (including
every document required by law to be annexed thereto) which is to be laid before the
Company in general meeting and of the Directors' and Auditors' reports and the
Directors' remuneration report shall, at least twenty-one days prior to the meeting, be
delivered or sent or supplied to every Member and to every debenture holder of the
Company of whose address the Company is aware, or, in the case of joint holders of
any share or debenture, to one of the joint holders; and any Member or holder of
debentures to whom a copy of the documents referred to in this Article 144 has not
been sent shall be entitled to receive a copy free of charge on application at the Office.
To the extent permitted by the Statutes and the UKLA, the Board may instead decide to
deliver, send or make available such documents to a Member electronically or by any
other data transmission process including by making such documents available on a
website. Whenever listing on the Official List of the UKLA for all or any of the shares
or debentures of the Company shall for the time being be in force there shall be
forwarded to the appropriate officer of the UKLA such number of copies of such
documents as may for the time being be required under its regulation and practice
Circulation of
statutory
accounts
AUDIT
145.
The Auditors' report to the Members made pursuant to the statutory provisions as to
meeting and shall be open to inspection by any Member
Auditor's Report
NOTICES AND COMMUNICATIONS
146.
Any notice or document may be served by the Company on any Member either
personally or by sending it through the post in a prepaid letter addressed to such
Member at his address in the Register. To the extent permitted by the Statutes and the
UKLA, the Company may instead serve any such notice or document electronically or
by any other data transmission process by sending it to such electronic or other data
transmission address notified for such purpose to the Company by the Member or by
otherwise making it available electronically or by any other data transmission process
including by making it available on a website. In the case of joint holders of a share all
notices shall be given to that one of the joint holders whose name stands first in the
Register, and notice so given shall be sufficient notice to all the joint holders
147.
Any Member whose address in the Register is not within the United Kingdom, who
shall from time to time give to the Company an address within the United Kingdom at
which notices may be served upon him shall be entitled to have notices served upon
him at such address; but, save as aforesaid, no Member other than a Member whose
address in the Register is within the United Kingdom shall be entitled to receive any
notice from the Company
- 42 -
Service of notice
and documents
148.
(A)
If the Company sends documents, whether immediately preceding or at any
time after the adoption of these Articles, to a Member on three consecutive
occasions over a period of at least twelve months and each of those documents
is returned undelivered, or the Company receives notification that each of
them has not been delivered, that Member ceases to be entitled to receive
notices from the Company
(B)
A Member who has ceased to be entitled to receive notices from the Company
shall become entitled to receive such notices again by sending the Company:
(a)
a new address to be recorded in the register of Members; or
(b)
(if the Member has agreed that the Company should use a means of
communication other than sending documents to such an address), the
information that the Company needs to use that means of
communication effectively
149.
Any notice or other document, if served by post, shall be deemed to have been served
on the day following that on which the letter containing the same is posted (by
whatever class of post). In proving such service it shall be sufficient to prove that the
letter containing the notice or document was properly addressed, stamped and posted.
Any notice or other document served electronically or by any other data transmission
process pursuant to Article 146 shall be deemed to have been served on the day
following that on which the Company took the relevant action to effect the transmission
of or to make available such notice or document
150.
Any notice or document sent by post to, or left at the address in the Register of, or
sent, delivered or made available electronically or by any other data transmission
process to, any Member in pursuance of these Articles shall, notwithstanding such
Member be then deceased or bankrupt, and whether or not the Company has notice of
his death or bankruptcy, be deemed to have been duly served in respect of any share,
whether held solely or jointly with other persons by such Member, until some other
person be registered in his stead as holder or joint holder thereof, and such service for
all purposes shall be deemed a sufficient service of such notice or document on all
persons interested (whether jointly with or as claiming through or under him) in such
share
151.
Every person who by operation of law, transfer or other means whatsoever shall
become entitled to any share shall be bound by every notice in respect of such share
which, previously to his name and address being entered in the Register, shall have
been duly given to the person from whom he derives his title to such share provided
that this Article 151 shall not apply to a notice served pursuant to Section 793 of the
Act or Article 75 unless the transfer relating to a sale of such shares is not at arms
length (as defined in Article 75)
Persons bound
by notice
152.
Notices may be served upon the bearers of share warrants by advertising the same on
the same date in two leading national daily newspapers, and any notice so advertised
shall be deemed to have been served upon such bearers
Notice upon
bearers of share
warrants
- 43 -
Time and proof
of service
Validity of
service
DESTRUCTION OF DOCUMENTS
153.
The Company may destroy:
(a)
any share certificate which has been cancelled at any time after the expiry of
one year from the date of such cancellation;
(b)
any dividend mandate or any variation or cancellation thereof or any
notification of change of name or address at any time after the expiry of two
years from the date such mandate variation cancellation or notification was
recorded by the Company;
(c)
any instrument of transfer of shares which has been registered at any time
after the expiry of six years from the date of registration; and
(d)
any other document on the basis of which any entry in the Register is made at
any time after the expiry of ten years from the date an entry in the Register
was first made in respect of it;
and it shall conclusively be presumed in favour of the Company that every share
certificate so destroyed was a valid certificate duly and properly cancelled and that
every instrument of transfer so destroyed was a valid and effective instrument duly and
properly registered and that every other document destroyed hereunder 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 foregoing provisions of this Article 153 shall apply only to the
destruction of a document in good faith and without express notice
to the Company that the preservation of such document was
relevant to a claim;
(ii)
nothing contained in this Article 153 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 case where the conditions of proviso (i) above are not fulfilled;
and
(iii)
reference in this Article 153 to the destruction of any document
include references to its disposal in any manner
- 44 -
Time provisions
for destruction of
documents
Presumption that
documents were
valid and
effective
WINDING UP
154.
The Board 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. 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 a special 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
Division of assets
PROVISION FOR EMPLOYEES ON CESSATION OF BUSINESS
155.
The Directors may decide to make provision for the benefit of persons (other than a
Director or former Director or shadow director) employed or formerly employed by
the Company or any of its subsidiary undertakings (or any member of his family,
including a spouse or former spouse, or any person who is or was dependent on him)
in connection with the cessation or transfer to any person of the whole or part of the
undertaking of the Company or that subsidiary undertaking
INDEMNITY
156.
(A)
Without prejudice to any indemnity to which he may otherwise be entitled,
every person who is or was a Director, Secretary or other Relevant Officer of
the Company shall be indemnified and kept indemnified out of the Company's
assets against all liability incurred by him as such or as a director, secretary
or Relevant Officer of an associated company:
(a)
in defending any proceedings, whether civil or criminal, or in
defending any investigation or action proposed to be taken by a
regulatory authority, in respect of alleged negligence, default, breach
of duty, breach of trust or otherwise in relation to the Company or an
associated company or its or their affairs, in which judgement is given
in his favour or in which he is acquitted or in defending or settling any
such proceedings which are otherwise disposed of on terms previously
agreed with the Board or on terms otherwise approved by the Board
without a finding or admission of negligence, default, breach of duty or
breach of trust on his part; or
(b)
in connection with any application under the Statutes in which relief is
granted to him by the Court
- 45 -
Defending
proceedings
provided that this Article 156 shall not grant, or entitle any such person to,
indemnification to the extent that it would cause this Article 156, or any part
of it, to be void under the Act
(B)
Without prejudice to any indemnity to which he may otherwise be entitled
(including, for the avoidance of doubt, any indemnity under or pursuant to
these Articles) and to the extent permitted by the Statutes, the Board shall
have power in the name and on behalf of the Company to:
(a)
grant on such terms as it sees fit any person who is or was a Director,
Secretary or other Relevant Officer of the Company an indemnity or
indemnities out of the assets of the Company in respect of any liability
incurred by him as such or as a director, secretary or Relevant Officer
of an associated company and to amend, vary or extend the terms of
any such indemnity so granted, again on such terms as the Board sees
fit; and/or
(b)
enter into and amend, vary or extend such arrangements as it sees fit:
(i)
to provide any person who is or was a Director, Secretary or other
Relevant Officer of the Company with funds to meet expenditure
incurred or to be incurred by him in defending any criminal or
civil proceedings brought against him, or any investigation or
action proposed to be taken by a regulatory authority, as such or as
a director, secretary or Relevant Officer of an associated company
or in connection with any application for relief under the Statutes;
or
(ii)
to enable any such person to avoid incurring any such expenditure
(C)
Without prejudice to any indemnity to which he may otherwise be entitled,
every person who is or was a Director of the Company acting in its capacity
as a trustee of an occupational pension scheme shall be and shall be kept
indemnified out of the Company's assets against all costs, losses and liabilities
incurred by him in connection with the Company's activities as trustee of the
scheme provided that this Article 156 shall not grant, or entitle any such
person to, indemnification to the extent that it would cause this Article 156, or
any part of it, to be void under the Statutes
(D)
For the purposes of this Article 156:
(a)
a "Relevant Officer" is any officer of the Company or an associated
company (other than in either case any person (whether or not an
officer of the Company or an associated company) engaged by the
Company or an associated company as auditor); and
- 46 -
Occupational
pension scheme
(b)
a Director shall be entitled to vote and to be counted in the quorum at
any meeting of the Board or a committee of the Board at which any
indemnity, arrangement or proposal falling within any of the provisions
of paragraphs (A) or (B) is to be considered and, for the purposes of
Article 106, any interest which any Director may have in such
indemnity, arrangement or proposal shall not be a material interest
unless the terms of such indemnity, arrangement or proposal confer
upon such Director a privilege or benefit not generally available to, or
awarded to, any other Director. The decision of the chairman of the
meeting as to whether the indemnity, arrangement or proposal to be
considered at the meeting falls within the provisions of paragraph (A)
or (B) or as to the materiality of any Director's interest therein for the
purposes of this Article 156 and Article 106 shall be final and
conclusive
- 47 -