Annual Report of a Holding Company — Form U5S
Filing Table of Contents
Document/Exhibit Description Pages Size
1: U5S Annual Report of a Holding Company 108 512K
7: EX-3.(II) Exhibit B-208 By-Laws 21 73K
13: EX-3.(II) Exhibit B-214 23 78K
15: EX-3.(II) Exhibit B-216 23 78K
27: EX-27 Gpu FDS 27-A 2± 14K
28: EX-27 ƒ JCP&L FDS 27-B 2± 13K
29: EX-27 ƒ Met-Ed FDS 27-C 2± 13K
30: EX-27 ƒ Penelec FDS 27-D 2± 13K
2: EX-99 Exhibit Index 2 16K
3: EX-99.B-204 Exhibit B-204 9 32K
4: EX-99.B-205 Exhibit B-205 Articles of Assoc. 6 31K
5: EX-99.B-206 Exhibit B-206 Avon Energy Partners Holdings 7 33K
6: EX-99.B-207 Exhibit B-207 Articles of Assoc. 3 20K
8: EX-99.B-209 Exhibit B-209 Certificate of Incorporation 2± 11K
9: EX-99.B-210 Exhibit B-210 Articles of Association 5 31K
10: EX-99.B-211 Exhibit B-211 1 10K
11: EX-99.B-212 Exhibit B-212 34 127K
12: EX-99.B-213 Exhibit B-213 3 14K
14: EX-99.B-215 Exhibit B-215 3 14K
19: EX-99.C-154 Exhibit C-154 Indenture 91 336K
20: EX-99.C-214 Exhibit C-214 Gpui Award Plan 11 35K
17: EX-99.C-23 Exhibit C-23 Severance Protection Agmt 17 67K
18: EX-99.C-24 Exhibit C-24 Supplemental Pension Agmt 11 42K
16: EX-99.C-8 Exhibit C-8 Gpus Benefits Plan 18 60K
21: EX-99.D-1 Exhibit D-1 5 22K
22: EX-99.E-1 Exhibit E-1 Venture Disclosures 1 10K
23: EX-99.E-2 Exhibit E-2 Venture Disclosures 1 10K
24: EX-99.E-3 Exhibit E-3 Gpui U-13-60 42 121K
25: EX-99.F-1 Exhibit F-1 Compensation 23 99K
26: EX-99.F-2 Exhibit F-2 18 142K
31: EX-99.H-1 Exhibit H-1 Org Chart 21 33K
EX-99.B-210 — Exhibit B-210 Articles of Association
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Exhibit B-210
The Companies Acts 1985 and 1989
Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
MIDLANDS ELECTRICITY PLC
Adopted by Written Special Resolution passed on 19 January 2000
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PRELIMINARY
1 The regulations contained in Table A in The Companies (Tables A to F)
Regulations 1985 (as amended so as to affect companies first registered on
the date of the adoption of these Articles) shall, except as hereinafter
provided and so far as not inconsistent with the provisions of these
Articles, apply to the Company to the exclusion of all other regulations
or Articles of Association. References herein to regulations are to
regulations in the said Table A unless otherwise stated.
SHARE CAPITAL
2 The share capital of the Company at the date of the adoption of these
Articles is 150,000,000 British pound sterling divided into 600,000,000
Ordinary Shares of 25p each.
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3.1 Subject to Section 80 of the Act, all unissued shares shall be at
the disposal of the Directors and they may allot, grant options over
or otherwise dispose of them to such persons, at such times, and on
such terms as they think proper.
3.2
3.2.1 Pursuant to and in accordance with Section 80 of the Act, the
Directors shall be generally and unconditionally authorized to
exercise during the period of five years from the date of
adoption of these Articles all the powers of the Company to
allot relevant securities up to an aggregate nominal amount of
150,000,000 British pound sterling; and
3.2.2 by such authority the Directors may make offers or agreements
which would or might require the allotment of relevant
securities after the expiry of such period.
3.3 Any allotment made pursuant to Article 3.2 may be made as if Section
89(1) of the Act did not apply.
3.4 Words and expressions defined in or for the purposes of the said
Section 80 or the said Section 89 shall bear the same meanings in
this Article.
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PROCEEDINGS AT GENERAL MEETINGS
4 In the case of a corporation, a resolution in writing may be signed on its
behalf by a Director or the Secretary thereof or by its duly appointed
attorney or duly authorized representative. Regulation 53 shall be
extended accordingly. Regulation 53 (as so extended) shall apply mutatis
mutandis to resolutions in writing of any class of members of the Company.
5 The members shall be deemed to meet together if, being in separate
locations, they are nonetheless linked by conference telephone or other
communication equipment which allows those participating to hear and speak
and speak to each other. Such a meeting shall be deemed to take place
where the largest group of those participating is assembled, or, if there
is no such group, where the Chairman of the meeting then is.
6 An instrument appointing a proxy (and, where it is signed on behalf of the
appointor by an attorney, the letter or power of attorney or a duly
certified copy thereof) must either be delivered at such place or one of
such places (if any) as may be specified for that purpose in or by way of
note to the notice convening the meeting (or, if no place is so specified,
at the registered office) before the time appointed for holding the
meeting or adjourned meeting or (in the case of a poll taken otherwise
than at or on the same day as the meeting or adjourned meeting) for the
taking of the poll at which it is to be used, or be delivered to the
Secretary (or the chairman of the meeting) on the day and at the place of,
but in any event before the time appointed for holding, the meeting or
adjourned meeting or poll. The instrument may be in the form of a
facsimile or other machine-made copy and shall, unless the contrary is
stated thereon, be valid as well for any adjournment of the meeting as for
the meeting to which it relates. An instrument of proxy relating to more
than one meeting (including any adjournment thereof) having once been so
delivered for the purposes of any meeting shall not require again to be
delivered for the purposes of any subsequent meeting to which it relates.
Regulation 62 shall not apply.
7 At a general meeting, but subject to any rights or restrictions attached
to any shares, on a show of hands every member present in person or by
proxy (or being a corporation present by a duly authorized representative)
shall have one vote, and on a poll every member who is present in person
or by proxy shall have one vote for every share of which he is the holder.
Regulation 54 shall not apply.
NUMBER OF DIRECTORS
8 The directors shall number between four and eight as the members of the
Company may by Ordinary Resolution from time to time determine. The
Company may by Ordinary Resolution vary the minimum number and/or maximum
number of Directors. Regulation 64 shall be modified accordingly.
ALTERNATE DIRECTORS
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9.1 Any Director (other than an alternate Director) may by notice in
writing to the Company appoint any other Director, or any other
person who is willing to act, to be an alternate Director and may
remove from office an alternate Director so appointed by him.
Regulation 65 shall not apply.
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9.2 An alternate Director shall be entitled to receive notices of
meetings of the Directors and of any committee of the Directors of
which his appointor is a member and shall be entitled to attend and
vote as a Director and be counted in the quorum at any such meeting
at which his appointor is not personally present and generally at
such meeting to perform all functions of his appointor as a Director
and for the purposes of the proceedings at such meeting the
provisions of these Articles shall apply as if he were a Director.
If he shall be himself a Director or shall attend any such meeting
as an alternate for more than one Director, his voting rights shall
be cumulative but he shall not be counted more than once for the
purposes of the quorum. The signature of the alternate Director to
any resolution in writing of the Directors shall be as effective as
the signature of his appointor. An alternate Director shall not
(save as aforesaid) have power to act as a Director, nor shall he be
deemed to be a Director for the purposes of these Articles, nor
shall he be deemed to be the agent of his appointor. Regulations 66
and 69 shall not apply.
9.3 An alternate Director shall be entitled to contract and be
interested in and benefit from contracts or arrangements or
transactions and to be repaid expenses and to be indemnified to the
same extent mutatis mutandis as if he were a Director but he shall
not be entitled to receive from the Company in respect of his
appointment as alternate Director any remuneration except only such
part (if any) of the remuneration otherwise payable to his appointor
as such appointor may by notice in writing to the Company from time
to time direct.
DELEGATION OF DIRECTORS' POWERS
10 In addition to the powers to delegate contained in Regulation 72, the
Directors may delegate any of their powers or discretions (including
without prejudice to the generality of the foregoing all powers and
discretions whose exercise involves or may involve the payment of
remuneration to or the conferring of any other benefit on all or any of
the Directors) to committees consisting of one or more Directors and (if
thought fit) one or more other named person or persons to be co-opted as
hereinafter provided. Insofar as any such power or discretion is delegated
to a committee, any reference in these Articles to the exercise by the
Directors of the power or discretion so delegated shall be read and
construed as if it were a reference to the exercise thereof by such
committee. Any committee so formed shall in the exercise of the powers so
delegated conform to any regulations which may from time to time be
imposed by the Directors. Any such regulations may provide for or
authorise the co-option to the committee of persons other than Directors
and may provide for members who are not Directors to have voting rights as
members of the committee but so that (a) the number of members who are not
Directors shall be less than one-half of the total number of members of
the committee and (b) no resolution of the committee shall be effective
unless passed by a majority including at least one member of the committee
who is a Director. Regulation 72 shall be modified accordingly.
APPOINTMENT AND RETIREMENT OF DIRECTORS
11 The Directors shall not be subject to retirement by rotation. Regulations
73 to 75 and the second and third sentences of Regulation 79 shall not
apply, and other references in the said Table A to retirement by rotation
shall be disregarded.
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12 Any Director who reaches the age of 70 shall be required to vacate
office.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
13 The office of a Director shall be vacated in any of the events specified
in Regulation 81 and also if he shall in writing offer to resign and the
Directors shall resolve to accept such offer or if he shall be removed
from office by notice in writing signed by his co-Directors (being at
least two in number), 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.
14 Any provision of the Act which, subject to the provisions of the Articles,
would have the effect of rendering any person ineligible for appointment
or election as a Director or liable to vacate office as a Director on
account of his having reached any specified age or of requiring special
notice or any other special formality in connection with the appointment
or election of any Director over a specified age, shall not apply to the
Company.
REMUNERATION OF DIRECTORS
15 Any director who serves on any committee, or who otherwise performs
services which in the opinion of the Directors are outside the scope of
the ordinary duties of a Director, may be paid such extra remuneration by
way of salary, commission or otherwise or may receive such other benefits
as the Directors may determine. Regulation 82 shall be extended
accordingly.
PROCEEDINGS OF DIRECTORS
16 The quorum for the transaction of the business of the Directors shall be
four. A person who holds office only as an alternate Director shall, if
his appointor is not present, be counted in the quorum. Regulation 89
shall not apply.
17 The Directors, and any committee of the Directors, shall be deemed to meet
together if, being in separate locations, they are nonetheless linked by
conference telephone or other communication equipment which allows those
participating to hear and speak to each other, and a quorum in that event
shall be two four persons so linked. Such a meeting shall be deemed to
take place where the largest group of those participating is assembled or,
if there is no such group, where the chairman of the meeting then is.
18 On any matter in which a Director is in any way interested he may
nevertheless vote and be taken into account for the purposes of a quorum
provided that he has disclosed any interest he may have in accordance with
Section 317 of the Act and (save as otherwise agreed) may retain for his
own absolute use and benefit all profits and advantages directly or
indirectly accruing to him thereunder or in consequence thereof.
Regulations 94 to 98 shall not apply.
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19 Directors who are absent from the United Kingdom shall be entitled to the
same notice of all meetings of the Directors as Directors not so absent.
If a Director who is absent from the United Kingdom does not advise the
Company in writing of his overseas address, notice to his usual address in
the United Kingdom shall be deemed sufficient notice for the purposes of
this Article.
NOTICES
20 A member whose registered address is not within the United Kingdom shall
be entitled to have notices sent to him as if he were a member with a
registered address within the United Kingdom and the last sentence of
Regulation 112 shall not apply.
INDEMNITY
21
21.1 Subject to the provisions of and so far as may be permitted by law,
every Director, Secretary or other officer of the Company shall be
indemnified by the Company out of its own funds against and/or
exempted by the Company from all costs, charges, losses, expenses
and liabilities incurred by him in the actual or purported execution
and/or discharge of his duties and/or the exercise or purported
exercise of his powers and/or otherwise in relation to or in
connection with his duties, powers or office including (without
prejudice to the generality of the foregoing) any liability incurred
by him in defending any proceedings, civil or criminal, which relate
to anything done or omitted or alleged to have been done or omitted
by him as an officer or employee of the Company and in which
judgment is given in his favor (or the proceedings are otherwise
disposed of without any finding or admission of any material breach
of duty on his part) or in which he is acquitted or in connection
with any application under any statute for relief from liability in
respect of any such act or omission in which relief is granted to
him by the Court.
21.2 Without prejudice to paragraph 21.1 of this Article the Directors
shall have power to purchase and maintain insurance for or for the
benefit of any persons who are or were at any time Directors,
officers or employees of any Relevant Company (as defined in
paragraph 21.3 of this Article) or who are or were at any time
trustees of any pension fund or employees' share scheme in which
employees of any Relevant Company are interested, including (without
prejudice to the generality of the foregoing) insurance against any
liability incurred by such persons in respect of any act or omission
in the actual or purported execution and/or discharge of their
duties and/or in the exercise or purported exercise of their powers
and/or otherwise in relation to their duties, powers or offices in
relation to any Relevant Company, or any such pension fund or
employees' share scheme.
21.3 For the purpose of paragraph 21.2 of this Article Relevant Company
shall mean the Company, any holding company of the Company or any
other body, whether or not incorporated, in which the Company or
such holding company or any of the predecessors of the Company or of
such holding company has or had any interest whether direct or
indirect or which is in any way allied to or associated with the
Company, or any subsidiary undertaking of the Company or of such
other body.
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OVERRIDING PROVISIONS
22 Any member holding, or any members together holding, shares carrying not
less than 90 per cent of the votes which may for the time being be cast at
a general meeting of the Company may at any time and from time to time:
(a) appoint any person to be a Director (whether to fill a vacancy or
as an additional Director);
(b) remove from office any Director howsoever appointed 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;
(c) by notice to the Company require that no unissued shares shall be
issued or agreed to be issued or put under option without the consent
of such member or members;
(d) restrict any or all powers of the Directors in such respects and to
such extent as such member or members may by notice to the Company
from time to time prescribe.
Any such appointment, removal, consent or notice shall be in writing
served on the Company and signed by the member or members. No person
dealing with the Company shall be concerned to see or enquire as to
whether the powers of the Directors have been in any way restricted
hereunder or as to whether any requisite consent of such member or members
has been obtained and no obligation incurred or security given or
transaction effected by the Company to or with any third party shall be
invalid or ineffectual unless the third party had at the time express
notice that the incurring of such obligation or the giving of such
security or the effecting of such transaction was in excess of the powers
of the Directors.
To the extent of any inconsistency this Article shall have overriding
effects as against all other provisions of these Articles.
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