Registration Statement of a Foreign Private Issuer for Securities Offered Pursuant to a Transaction — Form F-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-3 Voadafone Group Plc F-3 HTML 428K
2: EX-1.1 Underwriting Agreement 45 158K
3: EX-1.4 Underwriting Agreement 41 157K
4: EX-4.5 Instrument Defining the Rights of Security Holders 83 324K
5: EX-5.1 Opinion re: Legality 4 16K
6: EX-5.2 Opinion re: Legality 5 13K
7: EX-8.2 Opinion re: Tax Matters 2 8K
8: EX-12 Statement re: Computation of Ratios 2± 16K
9: EX-15 Letter re: Unaudited Interim Financial Information 1 8K
10: EX-23.1 Consent of Experts or Counsel 1 7K
11: EX-25 Statement re: Eligibility of Trustee 5 21K
EX-4.5 — Instrument Defining the Rights of Security Holders
Exhibit Table of Contents
EXHIBIT 4.5
Company Number: 1833679
THE COMPANIES ACTS 1948 TO 1985
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
VODAFONE GROUP PUBLIC LIMITED COMPANY
THE COMPANIES ACTS 1948 TO 1985
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
VODAFONE GROUP PUBLIC LIMITED COMPANY
(INCLUDING ALL AMENDMENTS AS AT 28 JULY 2000)
1 (1) THE NAME OF THE COMPANY IS "VODAFONE GROUP PUBLIC LIMITED COMPANY".
2 THE COMPANY IS A PUBLIC COMPANY.
3 THE REGISTERED OFFICE OF THE COMPANY WILL BE SITUATE IN ENGLAND.
4 THE OBJECTS FOR WHICH THE COMPANY IS ESTABLISHED ARE:
(1) To carry on the business of a holding company in all its
branches, and for that purpose to acquire and hold for
investment shares, stock, debentures and debenture stock,
bonds, notes, obligations and securities issued or guaranteed
by any company, and debentures, debenture stock, bonds, notes,
obligations and securities issued or guaranteed by a
government, sovereign ruler, commissioner, public body or
authority, supreme, municipal, local or otherwise, whether at
home or abroad, and to leave money on deposit or otherwise
with any bank or building society, local authority or any
other party and to act as and to perform all the functions of
a holding company.
(2) To carry on business as dealers in, operators, manufacturers,
repairers, designers, developers, importers and exporters of
electronic, electrical, mechanical and aeronautical equipment
of all types and of parts and accessories thereof and of plant
and machinery of all descriptions, and to act as engineers'
agents and merchants, and generally to undertake and execute
agencies and commissions of any kind.
(3) To purchase, subscribe for, underwrite, take, or otherwise
acquire and hold any shares, stock, bonds, options,
debentures, debenture stock obligations or securities in or of
any company, corporation, public body, supreme, municipal,
local or otherwise or of any Government or State and to act as
and perform all the functions of a holding company and to
carry on, acquire, undertake and execute any business,
undertaking, transaction
------------------
(1) 17 July 1984 - Incorporated as a private company with name "RACAL
STRATEGIC RADIO LIMITED"
17 September 1985 - name changed to "RACAL TELECOMMUNICATIONS GROUP
LIMITED"
5 September 1988 - name changed to "RACAL TELECOM LIMITED"
14 September 1988 - Re-registered as a public company
16 September 1991 - name changed to "VODAFONE GROUP PUBLIC LIMITED
COMPANY"
29 June 1999 - name changed to "VODAFONE AIRTOUCH PUBLIC COMPANY LIMITED"
28 July 2000 - name changed to "VODAFONE GROUP PUBLIC LIMITED COMPANY"
or operation whether manufacturing, financial, mercantile,
agricultural, extractive or otherwise.
(4) To purchase, take on lease or in exchange, hire or otherwise
acquire, and obtain options over, lands, buildings and
generally any real or personal property, rights or privileges
of any kind which the Company may deem necessary or convenient
for or with reference to any of its objects, or capable of
being profitably dealt with in connections with any of its
property rights for the time being.
(5) To apply for or acquire by purchase or otherwise, whether in
the United Kingdom or elsewhere, any patents, patent rights,
secret processes, trade marks, copyrights or other rights of
monopolies, licences, concessions and the like, and to use,
exercise, develop or grant licences in respect of, or
otherwise turn the same to account and to make, assist, or
subsidise any experiments, researches or investigations.
(6) To purchase or otherwise acquire, obtain options over, take
over, manage, supervise, control and undertake all or any part
of the business, undertaking, goodwill, property, assets,
rights and liabilities of any person or company, or to acquire
the control of shares of any company or any interest therein
and to act as a director or manager of any company.
(7) To improve, manage, develop, grant licences, easements and
other rights over, exchange and in any other manner deal with
or dispose of the undertaking, property, assets, rights and
effects of the Company, or any part thereof, for such
consideration as may be thought fit, and in particular for
stock, shares, debentures, debenture stock or securities of
any other company, whether fully or partly paid up.
(8) To pay for any property or rights acquired by the Company and
for any services rendered or to be rendered to the Company
either in cash or in fully or partly paid shares, with or
without preferred or deferred or guaranteed rights in respect
of dividend or repayment of capital or otherwise, or in any
securities which the Company has power to issue, or partly in
one mode and partly in another and generally on such terms as
may seem expedient.
(9) To lend any moneys or assets of the Company to such persons,
firms or companies and on such terms as may be considered
expedient, and either with or without security, and to invest
and deal with moneys and assets of the company not immediately
required in any manner and to receive money and securities or
deposit, at interest or otherwise.
(10) To borrow or raise money and to secure or discharge any debt
or obligation of or binding on the Company in such manner as
may be thought fit, and in particular mortgages, or other
charges upon the undertaking and all or any of the property
and assets (present or future) and the uncalled or unpaid
capital of the Company, or by the creation and issue on such
terms and conditions as may be thought expedient of debentures
or debenture stock, perpetual or otherwise, or other
securities of any description.
(11) To enter into any guarantee, contract of indemnity or
suretyship whether by personal covenant or by mortgage or
charge on all or any part of the undertaking, property or
assets of the Company (including its uncalled capital) and in
particular (without prejudice to the generality of the
foregoing) with or without consideration to guarantee or give
security as aforesaid for the payment of any principal moneys,
premiums,
interest and other moneys secured by or payable under any
obligations or securities including particularly the
obligations or securities of any company which is (within the
meaning of Section 154 of the Companies Act 1948) in relation
to the Company a holding company or a subsidiary of such
holding company or of the Company or which is otherwise
associated with the Company in business.
(12) To issue securities which the Company has power to issue by
way of security and indemnity to any person whom the Company
has agreed, or is bound or willing to indemnify, or in
satisfaction of any liability undertaken or agreed to be
undertaken by the Company, and generally in every respect upon
such terms and conditions and for such consideration (if any)
as the Company may think fit.
(13) To establish or promote or concur in establishing or promoting
any other company or companies for the purpose of acquiring or
undertaking all or any of the assets and liabilities of this
Company, or for any other purpose which may seem directly or
indirectly calculated to benefit this Company or to advance
the objects or interest thereof, or to take and otherwise
acquire and hold or dispose of shares, stock, debentures,
debenture stock or other securities of any such company or
companies.
(14) To amalgamate or enter into partnership with, and to
co-operate in any way with or assist or subsidise any person,
firm or company carrying on any business which this Company is
authorised to carry on or possessed of property suitable for
the purposes of the Company.
(15) To pay all expenses incident to the formation or promotion of
this or any other company, and to remunerate any person or
company for services rendered or to be rendered in placing or
assisting to place or guaranteeing the placing of any of the
shares in or debentures or debenture stock or other securities
of the Company, or in or about the promotion, formation or
business of the Company, or of any other company promoted
wholly or in part by this Company.
(16) To draw, make, accept, endorse, discount, negotiate, execute
and issue, and to buy, sell and deal with bills of exchange,
promissory notes and other negotiable or transferable
instruments or securities.
(17) To grant pensions or gratuities to any employees or officers
(including Directors) or ex-employees or ex-officers
(including ex-Directors) of the Company or the relations,
connections or dependants of any such persons, and to pay or
contribute to insurance schemes having such objects, and to
establish or support associations, institutions, clubs, funds
and trusts which may be considered likely to benefit any such
persons or otherwise advance the interests of the Company or
of its members, and to establish or contribute to any scheme
for the purchase by trustees of fully paid shares in the
Company, to be held for the benefit of employees of the
Company, including any Director holding a salaried employment
or office in the Company, and to lend money to the Company's
employees to enable them to purchase fully paid shares in the
Company, and to formulate and carry into effect any scheme for
sharing the profits of the Company with its employees or any
of them.
(18) To subscribe or guarantee money for any national, charitable,
benevolent, public, general or useful object, or for any
exhibition, or for any purpose which may seem likely directly
or indirectly to further objects of the Company or the
interests of its members.
(19) To distribute among the members of the Company in specie by
way of dividend or bonus or upon a return of capital any
property or assets of the Company, or any proceeds of sale or
disposal of any property or assets of the Company but so that
no distribution amounting to a reduction of capital be made
except with the sanction (if any) for the time being required
by law.
(20) To hold in the name of others any property which the Company
is authorised to acquire and to do all or any of the things
and matters aforesaid in any part of the world and either as
principal, agent, contractor, trustee or otherwise, and by or
through trustees, agents, sub-contractors or otherwise, and
either alone or in conjunction with others; and to accept
property on trust and to act as trustee, executor,
administrator or attorney either gratuitously or otherwise.
(21) To procure the Company to be registered or incorporated in any
part of the world.
(22) To do all such other things and to carry on such other
business or businesses whatsoever and wheresoever as may, in
the opinion of the Company, be necessary, incidental,
conducive or convenient to the attainment of the above objects
or any of them, or calculated directly or indirectly to
enhance the value of or render profitable any of the Company's
property, assets or rights, or otherwise likely in any respect
to be advantageous to the Company.
(23) To purchase and maintain insurance for or for the benefit of
any persons who are or were at any time directors, officers or
employees or auditors of the Company, or of any other company
which is its holding company or in which the Company or such
holding company or any of the predecessors of the Company or
of such holding company has any interest whether direct or
indirect or which is in any way allied to or associated with
the Company, or of any subsidiary undertaking of the Company
or of any such other company, or who are or were at any time
trustees of any pension fund in which any employees of the
Company or of any such other company or subsidiary undertaking
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 the Company or any such other
company, subsidiary undertaking or pension fund and to such
extent as may be permitted by law otherwise to indemnify or to
exempt any such person against or from any such liability; for
the purpose of this clause "holding company" and "subsidiary
undertaking" shall have the same meanings as in the Companies
Act 1985 as amended by the Companies Act 1989.
And it is hereby declared that the word "company" in this Clause, except where
used in reference to this Company, shall be deemed to include any partnership or
other body of persons, whether incorporated or not incorporated, and whether
domiciled in the United Kingdom or elsewhere and further the intention is that
the objects specified in each paragraph of this Clause, shall except where
otherwise expressed in such paragraph, be independent main objects and be in no
way limited or restricted by reference to or inference from the terms of any
other paragraph or the name of the Company.
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NAMES AND ADDRESSES AND NUMBER OF SHARES TAKEN BY
DESCRIPTIONS OF SUBSCRIBERS EACH SUBSCRIBER (IN WORDS)
--------------------------------------------------------------------------------
Brian Auld One
Easthampstead Road
Bracknell
Berks
RG12 1NS
Solicitor
--------------------------------------------------------------------------------
Brian Gilbert Guest Cowper One
Easthampstead Road
Bracknell
Berks
RG12 1NS
Solicitor
--------------------------------------------------------------------------------
Dated this 13th day of June, 1984.
Witness to the above Signatures: Paul Lush
Easthampstead Road
Bracknell
Berks
RG12 1NS
Solicitor
Company Number: 1833679
THE COMPANIES ACTS 1948 TO 1985
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
VODAFONE GROUP PUBLIC LIMITED COMPANY
TABLE OF CONTENTS
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ARTICLE NO. PAGE NO.
PRELIMINARY ARTICLES
Table A and other standard regulations do not apply 1 1
THE MEANING OF WORDS AND PHRASES USED IN THE ARTICLES 2 1
SHARE CAPITAL
Form of the Company's share capital 3 6
FIXED RATE SHARES
Right of Fixed Rate Shares to profits 4 6
Right of Fixed Rate Shares to capital 5 7
Voting rights of Fixed Rate Shares 6 7
Varying the rights of Fixed Rate Shares 7 8
CHANGING CAPITAL
The power to increase capital 8 8
Application of the Articles to new shares 9 8
The power to change capital 10 8
Fractions of shares 11 9
The power to reduce capital 12 9
Buying back shares 13 9
SHARES
The special rights of new shares 14 10
The directors' power to deal with shares 15 10
The directors' authority to allot "relevant securities" and "equity 16 10
securities"
Power to pay commission and brokerage 17 12
Renunciations of allotted but unissued shares 18 12
No trusts or similar interests recognised 19 12
SHARES IN UNCERTIFICATED FORM
Holding shares in uncertificated form and effect of the CREST 20 13
Regulations
SHARE CERTIFICATES
Certificates 21 13
Replacement share certificates 22 14
CALLS ON SHARES
The directors can make calls on shares 23 15
The liability for calls 24 15
Interest and expenses on unpaid calls 25 15
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ARTICLE NO. PAGE NO.
Sums which are payable when a share is allotted are treated as a
call 26 15
Calls can be for different amounts 27 15
Paying calls early 28 16
FORFEITING SHARES
Notice following non-payment of a call 29 16
Contents of the notice 30 16
Forfeiture if the notice is not complied with 31 16
Forfeiture will include unpaid dividends 32 16
Dealing with forfeited shares 33 16
Cancelling forfeiture 34 17
The position of shareholders after forfeiture 35 17
LIENS ON PARTLY PAID SHARES
The Company's lien on shares 36 17
Enforcing the lien by selling the shares 37 17
Using the proceeds of the sale 38 18
Evidence of forfeiture or enforcement of lien 39 18
CHANGING SHARES RIGHTS
Changing the special rights of shares 40 18
More about the special rights of shares 41 19
TRANSFERRING SHARES
Share transfers 42 19
More about transfers of shares in certificated form 43 19
The Company can refuse to register certain transfers 44 20
Closing the Register 45 20
Overseas branch registers 46 20
PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW
When a shareholder dies 47 20
Registering personal representatives 48 20
A person who wants to be registered must give notice 49 21
Having another person registered 50 21
The rights of people automatically entitled to shares by law 51 21
SHAREHOLDERS WHO CANNOT BE TRACED
Shareholder who cannot be traced 52 21
GENERAL MEETINGS
The Annual General Meeting 53 22
Extraordinary General Meetings 54 22
Calling an Extraordinary General Meeting 55 22
Notice of General Meetings 56 23
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PROCEEDINGS AT GENERAL MEETINGS
The chairman of a General Meeting 57 24
Security, and other arrangements at General Meetings 58 24
Overflow meeting rooms 59 25
The quorum needed for General Meetings 60 25
The procedure if there is no quorum 61 25
Adjourning meetings 62 25
Amending Resolutions 63 26
VOTING PROCEDURES
How votes are taken 64 26
How a poll is taken 65 26
Where there cannot be a poll 66 27
A General Meeting continues after a poll is demanded 67 27
Timing of a poll 68 27
The chairman's casting vote 69 27
The effect of a declaration by the chairman 70 27
VOTING RIGHTS
The votes of shareholders 71 27
Shareholders who owe money to the Company 72 28
Suspension of rights on non-disclosure of interest 73 28
Votes of shareholders who are of unsound mind 74 30
The votes of joint holders 75 30
PROXIES
Appointment of proxies 76 30
Completing proxy forms 77 30
Delivering proxy forms 78 31
Cancellation of proxy's authority 79 32
Authority of proxies 80 32
Representatives of companies 81 32
Challenging votes 82 33
DIRECTORS
The number of directors 83 33
Qualification to be a director 84 33
Directors' fees and expenses 85 33
Special pay 86 33
Directors' expenses 87 34
Directors' pensions and other benefits 88 34
Appointing directors to various posts 89 34
CHANGING DIRECTORS
Age limits 90 35
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Retiring directors 91 35
Eligibility for re-election 92 35
Re-electing a director who is retiring 93 35
Election of two or more directors 94 35
People who can be directors 95 35
The power to fill vacancies and appoint extra directors 96 36
Removing and appointing directors by an ordinary resolution 97 36
When directors are disqualified 98 36
DIRECTORS' MEETINGS
Directors' meetings 99 37
Who can call directors' meetings 100 37
How directors' meetings are called 101 37
Quorum 102 37
The Chairman of directors' meetings 103 38
Voting at directors' meetings 104 38
Directors can act even if there are vacancies 105 38
Directors' meetings by video conference and telephone 106 38
Resolutions in writing 107 38
The validity of directors' actions 108 39
DIRECTORS' INTERESTS
Directors' interests in transactions with the Company 109 39
When directors can vote on things in which they are interested 110 39
More about directors' interests 111 41
DIRECTORS' COMMITTEES
Delegating powers to committees 112 41
Committee procedure 113 42
DIRECTORS' POWERS
The directors' management powers 114 42
The power to establish local boards 115 42
The power to appoint attorneys 116 43
Borrowing powers 117 43
Borrowing restrictions 118 43
ALTERNATE DIRECTORS
Alternate directors 119 45
THE SECRETARY
The Secretary and Deputy and Assistant Secretaries 120 46
THE SEAL
The Seal 121 46
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AUTHENTICATING DOCUMENTS
Establishing that documents are genuine 122 47
RESERVES
Setting up reserves 123 47
DIVIDENDS
No dividends are payable except out of profits 124 48
Final dividends 125 48
Fixed and interim dividends 126 48
Dividends not in cash 127 48
Calculation and currency of dividends 128 48
Deducting amounts owing from dividends and other money 129 49
Payments to shareholders 130 49
Record dates for payments and other matters 131 49
Dividends which are not claimed 132 50
Waiver of dividends 133 50
CAPITALISING RESERVES
Capitalising reserves 134 50
SCRIP DIVIDENDS
Ordinary Shareholders can be offered the right to receive extra 135 51
shares instead of cash dividends
ACCOUNTS
Accounting and other records 136 53
Location and inspection of records 137 53
Sending copies of accounts and other documents 138 53
AUDITORS
Acts of auditors 139 54
Auditors at General Meetings 140 54
NOTICES
Serving and delivering notices and other documents 141 54
Notices to joint holders 142 55
Notices for shareholders with foreign addresses 143 55
When notices are served 144 55
Serving notices and documents on shareholders who have died or 145 55
are bankrupt
If documents are accidentally not sent 146 55
MINUTES AND RECORDS
Minutes 147 56
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Availability of records for inspection and notifying the Registrar of
Companies 148 56
WINDING UP
Directors' power to petition 149 56
Distribution of assets in kind 150 57
DESTROYING DOCUMENTS
Destroying documents 151 57
INDEMNITY AND INSURANCE
Indemnity 152 58
Insurance 153 58
SHARE WARRANTS
Issue of Share Warrants 154 59
Directors can accept a certificate instead of a Share Warrant 155 59
Requesting a Share Warrant 156 59
Replacing Share Warrants 157 60
Rights of the Bearer 158 60
Bearers of Share Warrants participating in securities offers 159 61
Communications with Bearers of Share Warrants 160 61
Issuing shares to which the Share Warrant relates 161 61
ADR DEPOSITARY
ADR Depositary can appoint proxies 162 62
The ADR Depositary must keep a Proxy Register 163 62
Appointed Proxies can only attend General Meetings if properly 164 62
appointed
Rights of Appointed Proxies 165 62
Sending information to an Appointed Proxy 166 63
The Company can pay dividends to an Appointed Proxy 167 63
The Proxy Register may be fixed at a certain date 168 63
The nature of an Appointed Proxy's interest 169 64
Validity of the appointment of Appointed Proxies 170 64
GLOSSARY 65
Company Number: 1833679
THE COMPANIES ACTS 1948 TO 1985
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
Adopted on 30 June 1999 pursuant to a Special Resolution passed on 24 May 1999
and amended by Special Resolutions passed on 27 July 2000 and 25 July 2001.
OF
VODAFONE GROUP PUBLIC LIMITED COMPANY
PRELIMINARY ARTICLES
1 TABLE A AND OTHER STANDARD REGULATIONS DO NOT APPLY
The regulations in Table A of the Companies Act 1948, and any similar
regulations in THE COMPANIES ACTS do not apply to the COMPANY.
2 THE MEANING OF WORDS AND PHRASES USED IN THE ARTICLES
2.1 The following table gives the meaning of certain words and phrases as
they are used in these ARTICLES. However, the meaning given in the
table does not apply if that is inconsistent with the context in which
a word or phrase appears. After the ARTICLES there is a Glossary which
explains various words and phrases. The Glossary is not part of the
MEMORANDUM or ARTICLES, and it does not affect their meaning.
Throughout the ARTICLES, those words and expressions explained in this
Article 2.1 are printed in BOLD and those explained in the Glossary are
printed in italics.
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WORDS AND PHRASES MEANING
ADJUSTED TOTAL OF CAPITAL This is defined in Article 118.2.
AND RESERVES
ADR DEPOSITARY A custodian or other person or persons approved by the directors
who (a) hold's SHARES in the COMPANY under arrangements where
either the custodian or some other person issues AMERICAN
DEPOSITARY RECEIPTS which evidence AMERICAN DEPOSITARY SHARES
representing SHARES in the COMPANY; and/or (b) is appointed by or
on behalf of the COMPANY to hold SHARE WARRANTS.
AMERICAN DEPOSITARY SHARES These represent SHARES in the COMPANY and are evidenced by AMERICAN
DEPOSITARY RECEIPTS.
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WORDS AND PHRASES MEANING
AMERICAN DEPOSITARY These represent AMERICAN DEPOSITARY SHARES either
RECEIPTS physically or in the form of DIRECT REGISTRATION RECEIPTS.
APPOINTED PROXY This is defined in Article 162.1.
APPROVED TRANSFER This is defined in Article 73.9, for the purposes of Article 73.
ARTICLES The COMPANY'S Articles of Association, including any changes made
to them.
BEARER This is defined in Article 154.1.
CLASS MEETING This is defined in Article 40.1.
COMMON SEAL Any seal which the COMPANY may have under the COMPANIES ACTS and
which the COMPANY may use to execute documents.
COMPANIES ACT 1985 The Companies Act 1985, as amended by the Companies Act 1989.
COMPANIES ACTS The COMPANIES ACT 1985, The CREST REGULATIONS and other legislation
relating to COMPANIES and affecting the COMPANY (including any
orders, regulations or other subordinated legislation made under
them) in force from time to time.
COMPANY Includes any company, corporate body and any corporation
established anywhere in the world.
COMPANY REPRESENTATIVE This is defined in Article 81.1.
THE COMPANY Vodafone Group Public Limited Company.
CREST REGULATIONS The Uncertificated Securities Regulations 1995.
DEFAULT SHARES This is defined in Article 73.1, for the purposes of Article 73.
DIRECT REGISTRATION RECEIPT AN AMERICAN DEPOSITARY RECEIPT IN UNCERTIFICATED FORM, the
ownership of which is recorded in the DIRECT REGISTRATION SYSTEM.
DIRECT REGISTRATION SYSTEM The system maintained by the ADR DEPOSITARY in which the ADR
DEPOSITARY records the ownership of DIRECT REGISTRATION RECEIPTS.
DIRECTION NOTICE This is defined in Article 73.3 for the purposes of Article 73.
ELECTED SHARES This is defined in Article 135.8.
ELECTRONIC COMMUNICATIONS The meaning of electronic communication is given in Section 15 of
the Electronic Communications Act 2000.
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WORDS AND PHRASES MEANING
ELECTRONIC MAIL Includes any ELECTRONIC COMMUNICATION in any form through any
medium (including transmissions through the internet or by fax).
EQUITY SECURITIES The meaning of equity securities is given in Section 94 COMPANIES
ACT 1985.
EQUITY SHARES SHARES in the capital of the COMPANY which are regarded as equity
share capital pursuant to Section 744 COMPANIES ACT 1985.
FIXED RATE SHARES The 7 per cent cumulative fixed rate shares of(pound)1 each in the
COMPANY.
GROUP This is defined in Article 118.2, for the purposes of Article 118.
LONDON STOCK EXCHANGE London Stock Exchange plc.
MEMORANDUM The Memorandum of Association of the COMPANY.
NON EQUITY SECURITIES Securities which are not EQUITY SECURITIES.
OPERATOR CRESTCo Limited or any other operator of a RELEVANT SYSTEM under
the CREST REGULATIONS.
ORDINARY SHAREHOLDER A holder of the COMPANY'S ORDINARY SHARES.
ORDINARY SHARES Ordinary shares of US$0.10 each in the COMPANY.
PAID-UP SHARE OR OTHER Includes a SHARE or other security which is treated
SECURITY ("credited") as paid up.
PAY Includes any kind of reward or payment for services.
PRESCRIBED PERIOD This is defined in Article 16.5, for the purposes of Article 16.
PROCEDURAL RESOLUTION A resolution or question put to the vote of a General Meeting of a
procedural nature (such as a resolution on a simple clerical
amendment to correct an obvious error in a SUBSTANTIVE RESOLUTION,
a resolution to adjourn a General Meeting or a resolution on the
choice of chairman of a General Meeting).
PROXY FORM This includes any document or ELECTRONIC COMMUNICATION which appoints
a proxy.
RECOGNISED CLEARING HOUSE A clearing house granted recognition under the Financial Services
Act 1986.
RECOGNISED INVESTMENT An investment exchange granted recognition under the Financial
EXCHANGE Services Act 1986.
RECORD DATE This is defined in Article 168.1, for the purposes of Article 168.
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WORDS AND PHRASES MEANING
REGISTER The COMPANY'S register of members.
REGISTERED OFFICE The COMPANY'S registered office.
RELEVANT COMPANY This is defined in Article 153.1, for the purposes of Article 153.
RELEVANT SECURITIES The meaning of relevant securities is given in Section 80 of the
COMPANIES ACT 1985.
RELEVANT SYSTEM A relevant system under the CREST REGULATIONS whose OPERATOR allows
SHARES or other securities of the COMPANY to be transferred using
that system.
RELEVANT VALUE This is defined in Article 135.4, for the purposes of Article 135.
RIGHTS of any share The rights attached to a SHARE when it is issued, or afterwards.
RIGHTS ISSUE This is defined in Article 16.5, for the purposes of Article 16.
SECRETARY Any person appointed by the directors to do work as the company
secretary including any assistant or deputy secretary.
SECURITIES OFFER This is defined in Article 159.3, for the purposes of Article 159.
SECURITIES SEAL A seal used to stamp securities issued by the COMPANY in
CERTIFICATED FORM as evidence that the COMPANY has issued them.
SHARE WARRANT A share warrant to bearer issued by the COMPANY.
SHAREHOLDER A holder of the COMPANY'S SHARES.
SHAREHOLDERS' MEETING A meeting OF SHAREHOLDERS including both a General Meeting of the
COMPANY and a class meeting.
SHARES Shares which are in issue at the relevant time.
STERLING The currency of the UNITED KINGDOM.
SUBSIDIARY A subsidiary as defined in Section 736 of the COMPANIES ACT 1985.
SUBSIDIARY UNDERTAKING A subsidiary undertaking as defined in Section 258 of the
COMPANIES ACT 1985.
SUBSTANTIVE RESOLUTION Any resolution or question put to the vote of a General Meeting
which is not a PROCEDURAL RESOLUTION.
TAKEOVER OFFER A takeover offer as defined in Section 428 of the Companies Act
1985.
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WORDS AND PHRASES MEANING
TERMS of a share The terms on which a SHARE was issued.
TRANSFER OFFICE The place where the REGISTER is kept.
UK LISTING AUTHORITY The Financial Services Authority in its capacity as the competent
authority under the Financial Services Act 1986.
UNITED KINGDOM Great Britain and Northern Ireland.
US DOLLARS The currency of the United States of America.
WORKING DAY A day on which banks in the UNITED KINGDOM are generally open for
business, excluding Saturdays, Sundays and public holidays.
2.2 References to a DEBENTURE include DEBENTURE STOCK and references to a
DEBENTURE HOLDER include a DEBENTURE STOCKHOLDER.
2.3 Where the ARTICLES refer to a person who is automatically entitled to a
SHARE by law, this includes a person who is entitled to the share as a
result of the death, or bankruptcy, of a SHAREHOLDER.
2.4 Words which refer to a single number also refer to plural numbers, and
the other way around.
2.5 Words which refer to males also refer to females and to other PERSONS.
2.6 References to a PERSON or PEOPLE include COMPANIES, unincorporated
associations and so on.
2.7 References to OFFICERS include directors, managers and the SECRETARY,
but not the COMPANY'S auditors.
2.8 References to the DIRECTORS are to the board of directors unless the
way in which DIRECTORS is used does not allow this meaning.
2.9 Any headings in these ARTICLES are only included for convenience. They
do not affect the meaning of the ARTICLES.
2.10 When an Act or other legislation or the ARTICLES are referred to, the
version which is current at any particular time will apply.
2.11 Where the ARTICLES give any power or authority to anybody, this power
or authority can be used on any number of occasions, unless the way in
which the word is used does not allow this meaning.
2.12 Any word which is defined in the COMPANIES ACTS (excluding any
modification to them by a further act or statutory instrument which is
not in force when these ARTICLES are adopted) means the same in the
ARTICLES, unless the ARTICLES define it differently, or the way in
which the word is used is inconsistent with the definition given in the
COMPANIES ACTS.
2.13 Where the ARTICLES say that anything can be done by passing an ordinary
resolution, this can also be done by passing a special resolution or an
extraordinary resolution.
2.14 Where the ARTICLES refer to changing the amount of SHARES this means
doing any or all of the following:
- subdividing the SHARES into other SHARES with a smaller
nominal value;
- consolidating the SHARES into other SHARES with a larger
nominal value; and
- dividing SHARES which have been consolidated into SHARES with
a larger nominal value than the original SHARES had.
2.15 Where the ARTICLES refer to any document being MADE EFFECTIVE this
means being signed, sealed or executed in some other legally valid way.
2.16 Where the ARTICLES refer to MONTHS or YEARS, these are calendar months
or years.
2.17 ARTICLES which apply to fully-paid SHARES can also apply to stock.
References in those ARTICLES to SHARE or SHAREHOLDER include stock or
stockholder.
2.18 Where the ARTICLES refer to SHARES in CERTIFICATED FORM, this means
that ownership of the SHARES can be transferred using a written
transfer document (rather than in accordance with the CREST
REGULATIONS) and that a share certificate is usually issued to the
owner.
2.19 Where the ARTICLES refer to SHARES in UNCERTIFICATED FORM, this means
that ownership of the SHARES can be transferred in accordance with the
CREST REGULATIONS without using a written transfer document and that no
share certificate is issued to the owner.
2.20 Where the ARTICLES refer to A PERIOD OF CLEAR DAYS, the period does not
include the date the notice is delivered, or treated as being
delivered, nor the date of the General Meeting or other relevant event.
2.21 The term ADDRESS when used in relation to ELECTRONIC COMMUNICATIONS or
ELECTRONIC MAIL includes any number or address used for the purposes of
such communication.
SHARE CAPITAL
3 FORM OF THE COMPANY'S SHARE CAPITAL
(1) The COMPANY'S share capital at the date when these ARTICLES are
adopted is (pound)50,000 and U.S.$816,000,000. This is made up of
50,000 7 per cent. cumulative fixed rate shares of (pound)1 each and
8,160,000,000 ordinary shares of U.S.$0.10 each.
FIXED RATE SHARES
4 RIGHT OF FIXED RATE SHARES TO PROFITS
4.1 If the COMPANY has profits which are available for distribution and the
directors resolve that these should be distributed, the holders of the
FIXED RATE SHARES are entitled, before the holders of any other class
of SHARES, to be paid in respect of each financial year or other
accounting period of the COMPANY a fixed cumulative preferential
dividend ("PREFERENTIAL DIVIDEND") at the rate of 7 per cent. per annum
on the nominal value of the FIXED RATE SHARES which is PAID UP or
treated as PAID UP.
-----------------
(1) On 21 July 1999 the share capital of the Company was increased to
(pound)50,000 and US$4,080,000,000 by the creation of an additional
32,640,000,000 ordinary shares of US$0.10 each.
The share capital of the Company was increased to (pound)50,000 and
US$7,800,000,000 by the creation of an additional 37,200,000,000 ordinary
shares of US$0.10 each with effect from 9 February 2000.
4.2 Subject to Article 4.3 below, the PREFERENTIAL DIVIDEND will be paid
yearly, on 31 March in respect of each financial year ending on or
before that date. If this date is not a WORKING DAY, the payment will
be made on the next WORKING DAY.
4.3 When the COMPANY has to calculate a dividend on the FIXED RATE SHARES
for a period other than a calendar year ending on 31 March (being
another accounting period, the first dividend period arising for the
FIXED RATE SHARES or otherwise), the daily dividend rate will be worked
out by dividing the yearly dividend rate by 365 days. This daily rate
will then be multiplied by the actual number of days which have passed
in the relevant period, but not including the date of payment, to give
the amount payable for that period.
4.4 Except as provided in this Article, the FIXED RATE SHARES do not have
any other right to share in the COMPANY'S profits.
5 RIGHT OF FIXED RATE SHARES TO CAPITAL
5.1 If the COMPANY is wound up (but in no other circumstances involving a
repayment of capital or distribution of assets to SHAREHOLDERS whether
by reduction of capital, redeeming or buying back SHARES or otherwise),
the holders of the FIXED RATE SHARES will be entitled, before the
holders of any other class of SHARES to:
- repayment of the amount paid up or treated as PAID UP on the
nominal value of each FIXED RATE SHARE;
- the amount of any dividend which is due for payment on, or
after, the date the winding up commenced which is payable for
a period ending on or before that date. This applies even if
the dividend has not been declared or earned;
- any arrears of dividend on any FIXED RATE SHARES held by them.
This applies even if the dividend has not been declared or
earned; and
- a proportion of any dividend in respect of the financial year
or other accounting period which began before the winding up
commenced but ends after that date. The proportion will be the
amount of the dividend that would otherwise have been payable
for the period which ends on that date. This applies even if
the dividend has not been declared or earned.
5.2 If there is a winding up to which Article 5.1 applies, and there is not
enough to pay the amounts due on the FIXED RATE SHARES, the holders of
the FIXED RATE SHARES will share what is available in proportion to the
amounts to which they would otherwise be entitled. The holders of the
FIXED RATE SHARES will be given preference over the holders of other
classes of SHARES which rank behind them in sharing in the COMPANY'S
assets.
5.3 Except as provided in this Article 5, the FIXED RATE SHARES do not have
any other right to share in the COMPANY'S surplus assets.
6 VOTING RIGHTS OF FIXED RATE SHARES
6.1 The holders of the FIXED RATE SHARES are only entitled to receive
notice of General Meetings, or to attend, speak and vote at General
Meetings, as set out below.
- If a resolution is to be proposed at the General Meeting to
wind up the COMPANY, they are entitled to receive notice of
the General Meeting and can attend, but are not entitled to
speak or vote.
- If a resolution is to be proposed at the General Meeting which
would vary or abrogate the RIGHTS attached to the FIXED RATE
SHARES, they are entitled to receive notice of the General
Meeting and are entitled to attend, speak and vote but only in
respect of such resolution or any motion to adjourn the
General Meeting before such resolution is voted on.
6.2 If the holders of the FIXED RATE SHARES are entitled to vote at a
General Meeting, each holder present in person or by proxy (or, being a
COMPANY, by A COMPANY REPRESENTATIVE) has one vote on a show of hands
and on a poll every holder who is present in person or by proxy (or,
being a COMPANY, by A COMPANY REPRESENTATIVE) shall have one vote in
respect of each fully paid FIXED RATE SHARE.
7 VARYING THE RIGHTS OF FIXED RATE SHARES
The RIGHTS of the holders of the FIXED RATE SHARES will be regarded as
being varied or abrogated if any resolution is passed for the reduction
of the amount of capital paid up on the FIXED RATE SHARES but not for
the repayment of the FIXED RATE SHARES at par.
Accordingly, this can only take place if:
- holders of at least three quarters in nominal value of the
FIXED RATE SHARES agree in writing; or
- an extraordinary resolution is passed at a separate CLASS
MEETING by the holders of the FIXED RATE SHARES approving the
proposal,
in accordance with Article 40.
CHANGING CAPITAL
8 THE POWER TO INCREASE CAPITAL
The SHAREHOLDERS can increase the COMPANY'S share capital by passing an
ordinary resolution. The resolution must fix the:
- amount of the increase;
- nominal value of the new SHARES; and
- currency or currencies in which the nominal value of such
shares is to be expressed.
9 APPLICATION OF THE ARTICLES TO NEW SHARES
The provisions of the ARTICLES about allotment, payment of calls,
transfers, automatic entitlement by law, forfeiture, lien and all other
things apply to new SHARES under Article 8 in the same way as if they
were part of the COMPANY'S existing share capital.
10 THE POWER TO CHANGE CAPITAL
The SHAREHOLDERS can pass ordinary resolutions to do any of the
following:
- consolidate, or consolidate and then divide, all or any part
of the COMPANY'S share capital into new SHARES of a larger
nominal value than the existing SHARES;
- cancel any SHARES which have not been taken, or agreed to be
taken, by any person at the date of the resolution, and reduce
the amount of the COMPANY'S share capital by the amount of the
cancelled SHARES;
- divide some or all of the SHARES into SHARES which are of a
smaller nominal value than is fixed in the MEMORANDUM. This is
subject to any restrictions under the COMPANIES ACTS. The
resolution can provide that, as between the SHARES resulting
from such sub-division, different RIGHTS and restrictions
which the COMPANY can apply to new SHARES may apply to all or
any of the different divided SHARES.
11 FRACTIONS OF SHARES
11.1 If any SHARES are consolidated or divided, the directors have power to
deal with any fractions of SHARES which result or any other difficulty
that arises. If the directors decide to sell any SHARES representing
fractions, they must do so for the best price reasonably obtainable and
distribute the net proceeds of sale among SHAREHOLDERS in proportion to
their fractional entitlements in accordance with their RIGHTS and
interests. The directors can sell to any person (including the COMPANY,
if the COMPANIES ACTS allow this) and can authorise any person to
transfer those SHARES to the buyer or in accordance with the buyer's
instructions. The buyer does not need to take any steps to see how any
money he paid is used. Nor will his ownership be affected if the sale
was irregular or invalid in any way.
11.2 So far as the COMPANIES ACTS allow, when SHARES are consolidated or
divided, the directors can treat a SHAREHOLDER'S SHARES which are held
in CERTIFICATED FORM and in UNCERTIFICATED FORM as separate
shareholdings. The directors can also arrange for any SHARES which
result from a consolidation or division and which represent rights to
fractions of SHARES to be entered in the REGISTER AS SHARES in
CERTIFICATED FORM where this makes it easier to sell them.
12 THE POWER TO REDUCE CAPITAL
THE COMPANY'S SHAREHOLDERS can pass a special resolution to reduce in
any way:
- The COMPANY'S share capital; or
- any capital redemption reserve, share premium account or other
undistributable reserve.
This is subject to any restrictions under the COMPANIES ACTS.
13 BUYING BACK SHARES
The COMPANY can buy back, or agree to buy back in the future, any
SHARES of any class (including redeemable SHARES) in accordance with
the COMPANIES ACTS. However, if the COMPANY has other SHARES in issue
which are admitted to the official list maintained by the UK LISTING
AUTHORITY and which are convertible at any time into the class of
EQUITY SHARES to be repurchased, the holders of the convertible SHARES
must first pass an extraordinary resolution approving the buy-back at a
separate CLASS MEETING. A resolution is not required, however, if the
terms on which the convertible SHARES were issued allow the buy-back.
SHARES
14 THE SPECIAL RIGHTS OF NEW SHARES
14.1 If the COMPANY issues new SHARES, the new SHARES can have any RIGHTS or
restrictions attached to them. The RIGHTS can take priority over the
RIGHTS of existing SHARES, or existing SHARES can take priority over
them, or the new SHARES and the existing SHARES can rank equally. These
RIGHTS and restrictions can apply to sharing in the COMPANY'S profits
or assets. Other RIGHTS and restrictions can also apply, for example to
the right to vote.
14.2 The powers conferred by Article 14.1 are subject to the provisions of
Article 14.5.
14.3 The RIGHTS and restrictions referred to in Article 14.1 can be decided
by an ordinary resolution passed by the SHAREHOLDERS. The directors can
also take these decisions if they do not conflict with any resolution
passed by the SHAREHOLDERS.
14.4 If the COMPANIES ACTS allow this, the RIGHTS of any new SHARES can
include RIGHTS for the holder and/or the COMPANY to have them redeemed.
14.5 The ability to attach particular RIGHTS and restrictions to new SHARES
may be restricted by special rights previously given to holders of any
existing SHARES.
15 THE DIRECTORS' POWER TO DEAL WITH SHARES
15.1 The directors can decide how to deal with any SHARES which have not
been issued. The directors can:
- allot them on any terms, which can include the right to
transfer the allotment to another person before any person has
been entered on the REGISTER. This is known as the right to
RENOUNCE the allotment (see also Article 18);
- grant options to give people a right to acquire SHARES in the
future; or
- dispose of the SHARES in any other way.
15.2 The directors are free to decide with whom they deal, when they deal
with the SHARES, and the terms on which they deal.
15.3 For the purposes of Article 15.1, the directors must comply with:
- the provisions of the COMPANIES ACTS relating to authority,
pre-emption rights and other matters; and
- any resolution of a General Meeting which is passed under the
COMPANIES ACTS.
16 THE DIRECTORS' AUTHORITY TO ALLOT "RELEVANT SECURITIES" AND "EQUITY
SECURITIES"
16.1 This Article regulates the authority of the directors to allot RELEVANT
SECURITIES and their power to allot EQUITY SECURITIES for cash.
16.2 The directors are authorised, generally and without conditions, under
Section 80 of the COMPANIES ACT 1985, to allot RELEVANT SECURITIES.
They are authorised to allot them for any PRESCRIBED PERIOD. The
maximum amount of RELEVANT SECURITIES which the directors can allot in
each PRESCRIBED PERIOD is the SECTION 80 AMOUNT.
16.3 Under the directors' general authority in Article 16.2, they have the
power to allot EQUITY SECURITIES, entirely paid for in cash, free of
the restriction in Section 89(1) of the COMPANIES
ACT 1985. They have the power to allot them for any PRESCRIBED PERIOD.
There is no maximum amount of EQUITY SECURITIES which the directors can
allot when the allotment is in connection with a RIGHTS ISSUE. In all
other cases, the maximum amount of EQUITY SECURITIES which the
directors can allot is the SECTION 89 AMOUNT.
16.4 During any PRESCRIBED PERIOD, the directors can make offers and enter
into agreements which would, or might, require SHARES or other
securities to be allotted after that period has ended.
16.5 For the purposes of this Article:
- RIGHTS ISSUE means an offer of EQUITY SECURITIES which is open
for a period decided on by the directors to the people who are
registered on a particular date (chosen by the directors) as
holders of:
(i) ORDINARY SHARES, in proportion to their holdings of
ORDINARY SHARES; and
(ii) other classes of EQUITY SECURITIES or NON EQUITY
SECURITIES which give them the right to receive the
offer in accordance with their RIGHTS.
However, the directors can do the following things (and the
issue will still be treated as a RIGHTS ISSUE for the purpose
of this Article if they do so):
- sell any fractions of EQUITY SECURITIES to which
people would be entitled and keep the net proceeds
for the COMPANY'S benefit or make other appropriate
arrangements to deal with such fractions;
- make the RIGHTS ISSUE subject to any limits or
restrictions which the directors think are necessary
or appropriate to deal with legal or practical
problems under the laws of any territory, or under
the requirements of any recognised regulatory body,
or stock exchange, in any territory or as a result of
SHARES being represented by AMERICAN DEPOSITARY
SHARES; OR
- treat a SHAREHOLDER'S holdings in CERTIFICATED FORM
and UNCERTIFICATED FORM as separate shareholdings.
- PRESCRIBED PERIOD means in the first instance the period
ending on the date of the Annual General Meeting in 2000 or on
24 August 2000, whichever is the earlier. After this, the
PRESCRIBED PERIOD means a period of no more than five years
fixed by the SHAREHOLDERS by passing a resolution at a General
Meeting. The SHAREHOLDERS can, by passing further resolutions,
renew or extend this power (including the first PRESCRIBED
PERIOD), for periods of no more than five years each. Such
resolutions can take the form of:
- an ordinary resolution fixing a period under Article
16.2; or
- a special resolution fixing a period under Article
16.3; or
- a special resolution fixing identical periods under
Article 16.2 and under Article 16.3; or
- a special resolution fixing different periods under
Article 16.2 and under Article 16.3.
- The SECTION 80 AMOUNT for the first PRESCRIBED PERIOD is that
fixed at the Extraordinary General Meeting of the COMPANY held
on 24 May 1999, being
U.S.$816,000,000. For any subsequent PRESCRIBED PERIOD the
SECTION 80 AMOUNT is that stated in a relevant resolution
passed by the SHAREHOLDERS at a General Meeting.
- The SECTION 89 AMOUNT for the first PRESCRIBED PERIOD is that
fixed at the Extraordinary General Meeting of the COMPANY held
on 24 May 1999, being U.S.$30,223,864. For any subsequent
PRESCRIBED PERIOD the SECTION 89 AMOUNT is that stated in a
relevant special resolution passed by the SHAREHOLDERS at a
General Meeting.
- In working out any maximum amounts of securities referred to
in this Article, the nominal value of rights to subscribe for
SHARES, or to convert any securities into SHARES, will be
taken as the nominal value of the SHARES which would be
allotted if the subscription or conversion takes place.
17 POWER TO PAY COMMISSION AND BROKERAGE
17.1 The COMPANY can use all the powers given by the COMPANIES ACTS to pay
commission or brokerage to any person who:
- applies, or agrees to apply, for any new SHARES; or
- gets anybody else to apply, or agree to apply for, any new
SHARES.
17.2 The rate per cent or amount of the commission paid or agreed to be paid
must be disclosed as required by the COMPANIES ACTS and must not exceed
10 per cent of the price at which the SHARES in respect of which the
commission is paid are issued (or an equivalent amount).
18 RENUNCIATIONS OF ALLOTTED BUT UNISSUED SHARES
Where a SHARE has been allotted to a person but that person has not yet
been entered on the REGISTER, the directors can recognise a transfer
(called a renunciation) by that person of his right to the SHARE in
favour of some other person. The ability to renounce allotments only
applies if the terms on which the SHARE is allotted are consistent with
renunciation. The directors can impose terms and conditions regulating
renunciation rights and can allow renunciation rights to be
participating securities (as defined in the CREST REGULATIONS) in their
own right.
19 NO TRUSTS OR SIMILAR INTERESTS RECOGNISED
19.1 The COMPANY will only be affected by, or recognise, a current and
absolute right to whole SHARES. The fact that any SHARE, or any part of
a SHARE, may not be owned outright by the registered owner is not of
any concern to the COMPANY, for example if a SHARE is held on any kind
of trust.
19.2 The only exception to what is said in ARTICLE 19.1 is for any right:
- which is expressly given by these ARTICLES; OR
- which the COMPANY has a legal duty to recognise.
SHARES IN UNCERTIFICATED FORM
20 HOLDING SHARES IN UNCERTIFICATED FORM AND EFFECT OF THE CREST
REGULATIONS
20.1 Subject to the ARTICLES and so far as the COMPANIES ACTS allow this,
the directors can decide that any class of SHARES can:
- be held in UNCERTIFICATED FORM and that title to such SHARES
can be transferred using a RELEVANT SYSTEM; or
- no longer be held and transferred in UNCERTIFICATED FORM.
20.2 These ARTICLES do not apply to SHARES of any class which are held in
UNCERTIFICATED FORM to the extent that the ARTICLES are inconsistent
with the:
- holding of SHARES of that class in UNCERTIFICATED FORM;
- transfer of title to SHARES of that class by means of a
RELEVANT SYSTEM; or
- CREST REGULATIONS.
SHARE CERTIFICATES
21 CERTIFICATES
21.1 When a SHAREHOLDER is first registered as the holder of any class of
SHARES in CERTIFICATED FORM, he is entitled to receive, free of charge,
one certificate for all the SHARES in CERTIFICATED FORM of that class
which he holds. If he holds SHARES of more than one class in
CERTIFICATED FORM, he is entitled to receive a separate share
certificate for each class.
21.2 The COMPANY must also observe any requirements of the CREST REGULATIONS
when issuing share certificates. Where the COMPANIES ACTS allow, the
COMPANY does not need to issue share certificates.
21.3 IF A SHAREHOLDER receives more SHARES in CERTIFICATED FORM of any class
he is entitled, without charge, to another certificate for the
additional SHARES.
21.4 If a SHAREHOLDER transfers part of his SHARES covered by a certificate,
he is entitled, free of charge, to a new certificate for the balance if
the balance is also held in CERTIFICATED FORM. The old certificate will
be cancelled.
21.5 The COMPANY does not have to issue more than one certificate for any
SHARE in CERTIFICATED FORM, even if that SHARE is held jointly.
21.6 When the COMPANY delivers a certificate to one joint holder of SHARES
in CERTIFICATED FORM, this is treated as delivery to all of the joint
SHAREHOLDERS.
21.7 If requested in writing to do so, the COMPANY can deliver a certificate
to a broker or agent who is acting for a person who is buying SHARES in
CERTIFICATED FORM, or who is having SHARES transferred to him in
CERTIFICATED FORM.
21.8 The directors can decide how share certificates are made effective. For
example, they can be:
- signed by two directors or one director and the SECRETARY;
- sealed with the COMMON SEAL or the SECURITIES SEAL (or in the
case of SHARES on a branch REGISTER, an official seal for use
in the relevant territory); or
- printed, in any way, with a copy of the signature of those
directors and the SECRETARY. The copy can be made or produced
mechanically, electronically or in any other way the directors
approve.
21.9 A share certificate must state the number and class of SHARES to which
it relates and the amount PAID-UP on those SHARES. It cannot be for
SHARES of more than one class.
21.10 If all the issued SHARES of the COMPANY, or a particular class of
SHARES, are fully PAID UP and rank equally with each other for all
purposes, none of those SHARES will (unless the directors pass a
resolution to the contrary) have a distinguishing number as long as it
remains fully PAID UP and ranks equally for all purposes with all the
SHARES of the same class which are issued and fully PAID UP.
21.11 The time limit for the COMPANY to prepare a share certificate for
SHARES in CERTIFICATED FORM is:
- one month after the allotment of a new SHARE;
- five WORKING DAYS after a valid transfer of fully-paid SHARES
is presented for registration; or
- two months after a valid transfer of partly-paid SHARES is
presented for registration.
21.12 Article 21.11 only applies to the extent that the terms of issue of
SHARES do not provide otherwise.
21.13 Share certificates will also be prepared and sent earlier where either
the LONDON STOCK EXCHANGE or the UK LISTING AUTHORITY requires it.
22 REPLACEMENT SHARE CERTIFICATES
22.1 If a SHAREHOLDER has four or more share certificates for SHARES of the
same class which are in CERTIFICATED FORM, he can ask the COMPANY for
these to be cancelled and replaced by a single new certificate. The
COMPANY must comply with this request, without making a charge for
doing so.
22.2 A SHAREHOLDER can ask the COMPANY to cancel and replace a single share
certificate with two or more certificates, for the same total number of
SHARES. The COMPANY, upon the payment by the SHAREHOLDER of a
reasonable sum determined by the directors, must comply with this
request.
22.3 A SHAREHOLDER can ask the COMPANY for a new certificate if the original
is:
- damaged or defaced; or
- lost, stolen, or destroyed.
22.4 If a certificate has been damaged or defaced, the COMPANY can require
satisfactory evidence and for the certificate to be delivered to it
before issuing a replacement. If a certificate is lost, stolen or
destroyed, the COMPANY can require satisfactory evidence, together with
an indemnity, before issuing a replacement. In each case the directors
can impose such other terms as they think fit.
22.5 The directors can require the SHAREHOLDER to pay the COMPANY'S
exceptional out-of-pocket expenses for issuing any share certificates
under Article 22.3.
22.6 Any one joint SHAREHOLDER can request replacement certificates under
this Article.
CALLS ON SHARES
23 THE DIRECTORS CAN MAKE CALLS ON SHARES
The directors can call on SHAREHOLDERS to pay any money which has not
yet been paid to the COMPANY for their SHARES. This includes both the
nominal value of the SHARES and any premium which may be payable. If
the TERMS OF ISSUE of the SHARES allow this, the directors can:
- make calls as often, and whenever, they think fit;
- decide when and where the money is to be paid;
- decide that the money can be paid by instalments; or
- wholly or partly revoke or postpone any call.
A call is treated as having been made as soon as the directors pass a
resolution authorising it.
24 THE LIABILITY FOR CALLS
24.1 A SHAREHOLDER who has received at least 14 days' notice giving details
of the amount called, the time (or times) and place for payment must
pay the call as required by the notice. Joint SHAREHOLDERS are liable
jointly and severally to pay any money called for in respect of their
SHARES.
24.2 A SHAREHOLDER due to pay the amount called shall still have to pay the
call even if, after the call was made, he transfers the SHARES to which
the call related.
25 INTEREST AND EXPENSES ON UNPAID CALLS
If a call is made and the money due remains unpaid, the SHAREHOLDER is
liable to pay interest on the money and any expenses incurred by the
COMPANY because of his failure to pay the call on time. The interest
will run from the day the money is due until it has actually been paid.
The yearly interest rate will be a reasonable rate fixed by the
directors (or, where they do not fix a reasonable rate, 10 per cent).
The directors can decide not to charge any or all of such expenses and
interest.
26 SUMS WHICH ARE PAYABLE WHEN A SHARE IS ALLOTTED ARE TREATED AS A CALL
If the TERMS OF A SHARE require any money to be paid at the time the
SHARE is allotted, or at any fixed date (whether in relation to the
nominal value of the SHARES or any premium which may apply), then the
liability to pay the money will be treated in the same way as a
liability for a valid call for money on SHARES which is due on the same
date. If this money is not paid, everything in the Articles relating to
non-payment of calls applies. This includes ARTICLES which allow the
COMPANY to forfeit or sell SHARES and to claim interest.
27 CALLS CAN BE FOR DIFFERENT AMOUNTS
On an issue of SHARES, if the TERMS OF SUCH SHARES allow, the directors
can decide that allottees or the subsequent holders of such SHARES can
be called on to pay different amounts, or that they can be called on at
different times.
28 PAYING CALLS EARLY
28.1 The directors can accept payment in advance of some or all of the money
due from a SHAREHOLDER before he is called on to pay the money. The
directors can agree to pay interest on money paid in advance until it
would otherwise be due to the COMPANY at a rate (up to a maximum yearly
interest rate of 10 per cent) agreed between the directors and the
SHAREHOLDER.
28.2 The money which is paid in advance in this way shall not be included in
calculating the dividend payable on the SHARES in respect of which the
money paid in advance has been paid.
FORFEITING SHARES
29 NOTICE FOLLOWING NON-PAYMENT OF A CALL
Articles 29 to 39 apply if a SHAREHOLDER fails to pay the whole amount
of a call, or an instalment of a call, by the date on which it is due.
The directors can serve a notice on him any time after the date on
which the call or the instalment is due, if the whole amount
immediately due has not been paid.
30 CONTENTS OF THE NOTICE
A notice served under Article 29 must:
- demand payment of the amount immediately payable, plus any
interest;
- give a date by when the total must be paid, but this must be
at least 14 days after the notice is served on the
SHAREHOLDER;
- state where the payment(s) must be made; and
- state that if the full amount demanded is not paid by the time
and place stated, the COMPANY can forfeit the SHARES on which
the call or instalment was due.
31 FORFEITURE IF THE NOTICE IS NOT COMPLIED WITH
If a notice served under Article 29 is not complied with, the SHARES to
which it relates can be forfeited at any time while any amount
(including interest) is still outstanding. This is done by the
directors passing a resolution stating that the SHARES have been
forfeited.
32 FORFEITURE WILL INCLUDE UNPAID DIVIDENDS
All dividends which are due on (and other money payable in respect of)
the forfeited SHARES, but not yet paid, will also be forfeited.
33 DEALING WITH FORFEITED SHARES
33.1 The directors can sell, dispose of or re-allot any forfeited SHARE on
any terms and in any way that they decide. The COMPANY may keep the
consideration received from doing this. The directors can, if
necessary, authorise any person to transfer a forfeited SHARE to any
other person and may cause such other person to be registered as the
holder of the SHARE.
33.2 The new SHAREHOLDER'S ownership of the SHARE will not be affected if
the steps taken to forfeit the SHARE, or the sale or disposal of the
SHARE, were invalid or irregular, or if anything that should have been
done was not done, and the new SHAREHOLDER is not obliged to enquire as
to how the purchase money (if any) is used.
34 CANCELLING FORFEITURE
34.1 After a SHARE has been forfeited, the directors can cancel the
forfeiture. But they can only do this before the SHARE has been sold,
re-allotted or disposed of. This can be on any terms that they decide.
34.2 If a SHARE has not been sold or disposed of after three years from the
date of forfeiture, the directors must cancel the SHARE.
35 THE POSITION OF SHAREHOLDERS AFTER FORFEITURE
35.1 A SHAREHOLDER loses all rights in connection with forfeited SHARES. If
the SHARES are in CERTIFICATED FORM, he must surrender any certificate
for those SHARES to the COMPANY for cancellation. A person is still
liable to pay calls which have been made, but not paid, before the
forfeiture of his SHARES. He must also pay interest on the unpaid
amount (at the rate of interest which was payable on the unpaid amount
before the forfeiture) until it is paid. If no interest was payable
before the forfeiture on the unpaid amount, the directors can fix the
rate of interest on the unpaid amount, but it must not be more than 10
per cent a year, until it is paid.
35.2 The SHAREHOLDER continues to be liable for all claims and demands which
the COMPANY could have made relating to the forfeited SHARE. He is not
entitled to any credit for the value of the SHARE when it was forfeited
or for money received by the COMPANY under Article 33, unless the
directors decide to allow credit for all or any of that value. The
directors may also decide to waive any payment due either completely or
in part.
LIENS ON PARTLY PAID SHARES
36 THE COMPANY'S LIEN ON SHARES
The COMPANY has a lien on all partly-paid SHARES. This lien has
priority over claims of others to the SHARES and extends to all
dividends and other money payable on the SHARES or in respect of them.
This lien is for any money owed to the COMPANY for the SHARES. The
directors can decide to give up any lien which has arisen or that any
SHARE for a specified period of time be entirely or partly exempt from
this Article. They can also decide to suspend any lien which would
otherwise apply to particular SHARES. Unless otherwise agreed, the
registration of a transfer of any SHARE over which the COMPANY has a
lien shall operate as a waiver of that lien.
37 ENFORCING THE LIEN BY SELLING THE SHARES
37.1 If the directors want to enforce the lien referred to in Article 36,
they can sell some or all of the SHARES in any way they decide. The
directors can authorise someone to transfer the SHARES sold. But they
cannot sell the SHARES until all of the following conditions are met:
- the money owed by the SHAREHOLDER must be immediately payable;
- the directors must have given a written notice to the
SHAREHOLDER. This notice must say how much is due. It must
also demand that this money is paid, and say that the
SHAREHOLDER'S SHARES can be sold if the money is not paid;
- the written notice must have been served on the SHAREHOLDER,
or on any person who is automatically entitled to the SHARES
by law, and
- the money has not been paid by at least 14 days after the
notice has been served.
37.2 The new SHAREHOLDER'S ownership of the SHARE will not be affected if
the sale or disposal of the SHARE was invalid or irregular, or if
anything that should have been done was not done and is not obliged to
enquire as to how the purchase money (if any) is used.
38 USING THE PROCEEDS OF THE SALE
If the directors sell any SHARES under Article 37, the net proceeds
will first be used to pay off the amount which is then payable to the
COMPANY. The directors will pay any money left over to the former
SHAREHOLDER, or to any person who would otherwise be automatically
entitled to the SHARES by law provided that the COMPANY'S lien will
also apply to any money left over, to cover any money still due to the
COMPANY which is not yet payable: the COMPANY has the same rights over
this money as it had over the SHARES immediately before they were sold.
If the SHARES are in CERTIFICATED FORM, the COMPANY need not pay over
anything left under this Article until the certificate representing the
SHARES sold has been delivered to the COMPANY for cancellation.
39 EVIDENCE OF FORFEITURE OR ENFORCEMENT OF LIEN
A director, or the SECRETARY, can make a statutory declaration
declaring:
- that he is a director or the SECRETARY of the COMPANY;
- that a SHARE has been properly forfeited or sold to satisfy a
lien under the ARTICLES; and
- when the SHARE was forfeited or sold.
This will be conclusive evidence of these facts which cannot be
disputed as against all persons claiming to be entitled to the SHARE.
CHANGING SHARE RIGHTS
40 CHANGING THE SPECIAL RIGHTS OF SHARES
40.1 If the COMPANY'S share capital is split into different classes of
SHARE, and if the COMPANIES ACTS allow this and unless the ARTICLES or
RIGHTS attached to any class of SHARE say otherwise, the special rights
which are attached to any of these classes of SHARE can be varied or
abrogated if this is approved by an extraordinary resolution in
accordance with Articles 40 and 41. This must be passed at a separate
meeting of the holders of the relevant class of SHARES. This is called
a CLASS MEETING. Alternatively, the holders of at least three-quarters
of the existing SHARES of the relevant class (by nominal value) can
give their consent in writing.
40.2 The special rights of a class of SHARES can be varied or abrogated
while the COMPANY is a going concern, or while the COMPANY is being
wound up, or if winding up is being considered.
40.3 All the ARTICLES relating to General Meetings apply, with any necessary
changes, to a CLASS MEETING, but with the following adjustments:
- At least two people who hold (or who act as proxies for) at
least one third of the total nominal value of the existing
SHARES of the class are a quorum. However, if this quorum is
not present at an adjourned CLASS MEETING, one person who
holds SHARES of the class, or his proxy, is a quorum,
regardless of the number of SHARES he holds.
- Anybody who is personally present, or who is represented by a
proxy, can demand a poll.
- On a poll, the holders of SHARES will have one vote for every
SHARE of the class which they hold.
40.4 This Article also applies to the variation or abrogation of special
rights of SHARES forming part of a class. Each part of the class which
is being treated differently is viewed as a separate class in operating
this Article.
41 MORE ABOUT THE SPECIAL RIGHTS OF SHARES
The special rights of SHARES or of any class of SHARES are not
regarded as varied or abrogated if:
- new SHARES are created, or issued, which rank equally with or
behind those SHARES or that class of SHARES in sharing in
profits or assets of the COMPANY;
- the COMPANY redeems or buys back its own SHARES.
But this does not apply if the terms of the SHARES or class of SHARES
expressly provide otherwise.
TRANSFERRING SHARES
42 SHARE TRANSFERS
42.1 Unless the ARTICLES provide otherwise, any SHAREHOLDER can transfer
some or all of his SHARES to another person.
42.2 Every transfer of SHARES in CERTIFICATED FORM must be in writing, and
either in the usual standard form, or in any other form approved by the
directors.
42.3 Transfers of UNCERTIFICATED SHARES are to be carried out using a
RELEVANT SYSTEM and must comply with the CREST REGULATIONS.
43 MORE ABOUT TRANSFERS OF SHARES IN CERTIFICATED FORM
43.1 The transfer form for SHARES in CERTIFICATED FORM must be delivered to
the TRANSFER OFFICE (or any other place the directors may decide). The
directors may refuse to recognise a transfer unless the transfer form:
- has with it the share certificate for the SHARES to be
transferred and any other evidence which the directors ask for
to prove that the person wishing to make the transfer is
entitled to do this;
- is properly stamped (for payment of stamp duty) where this is
required;
- is being used to transfer only one class of SHARES; and
- is in favour of not more than four joint holders.
43.2 However, if a transfer is by a RECOGNISED CLEARING HOUSE or its nominee
or by a RECOGNISED INVESTMENT EXCHANGE, a share certificate is only
needed if a certificate has been issued for the SHARES in question.
43.3 If the SHARE being transferred is a fully PAID-UP SHARE, a share
transfer form must be signed by the person making the transfer. If the
transfer is being made by a company, the share transfer form does not
need to be under that COMPANY'S seal.
43.4 If the SHARE being transferred is not a fully PAID-UP SHARE a share
transfer form must also be signed by the person to whom the SHARE is
being transferred. If the transfer is being made to a COMPANY, the
transfer form does not need to be under that COMPANY'S seal.
43.5 The person making a transfer of SHARES will be treated as continuing
to be the SHAREHOLDER until the name of the person to whom a SHARE is
being transferred is put on the REGISTER for that SHARE.
43.6 No fee is payable to the COMPANY for transferring SHARES or registering
changes relating to the ownership of SHARES.
44 THE COMPANY CAN REFUSE TO REGISTER CERTAIN TRANSFERS
44.1 The directors can refuse to register a transfer of any SHARES in
CERTIFICATED FORM which are not fully PAID-UP. They do not have to give
any reasons for refusing. But, if any of those SHARES are admitted to
the official list maintained by the UK LISTING AUTHORITY, the directors
cannot refuse to register a transfer if this would stop dealings in the
SHARES from taking place on an open and proper basis.
44.2 If the directors decide not to register a transfer of a SHARE, they
must notify the person to whom such SHARE was to be transferred. This
must be done no later than two months after the COMPANY receives the
transfer (in the case of a SHARE in CERTIFICATED FORM).
45 CLOSING THE REGISTER
The directors can decide to suspend the registration of transfers by
closing the REGISTER. This can be for part of a day, a day, or more
than a day. Suspension periods can vary between different classes of
SHARES. But the REGISTER cannot be closed for more than 30 days a year.
In the case of SHARES in UNCERTIFICATED FORM, the REGISTER must not be
closed without the consent of the OPERATOR of a RELEVANT SYSTEM.
46 OVERSEAS BRANCH REGISTERS
The COMPANY can use all the powers that the COMPANIES ACTS give to keep
an overseas branch register. The directors can make and change any
regulations they decide on relating to this register, as long as the
COMPANIES ACTS allow this.
PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW
47 WHEN A SHAREHOLDER DIES
47.1 When a sole SHAREHOLDER dies (or a SHAREHOLDER who is the last survivor
of joint SHAREHOLDERS dies), his legal personal representatives will be
the only people whom the COMPANY will recognise as being entitled to
his SHARES.
47.2 If a SHAREHOLDER who is a joint SHAREHOLDER dies, the remaining joint
SHAREHOLDER or SHAREHOLDERS will be the only people who the COMPANY
will recognise as being entitled to his SHARES.
47.3 This Article does not discharge the estate of any joint SHAREHOLDER
from any liability.
48 REGISTERING PERSONAL REPRESENTATIVES
A person who becomes automatically entitled to a SHARE by law can
either be registered as the SHAREHOLDER, or can select some other
person to whom the SHARE is to be transferred. The
person who is automatically entitled by law must provide any evidence
of his entitlement which is reasonably required by the directors.
49 A PERSON WHO WANTS TO BE REGISTERED MUST GIVE NOTICE
If a person who is automatically entitled to SHARES by law wants to be
registered as a SHAREHOLDER, he must deliver or send a notice to the
COMPANY saying that he has made this decision. He must sign this
notice, and it must be in the form which the directors require. This
notice will be treated as a transfer form and all of the provisions of
these ARTICLES about registering transfers of SHARES apply to it. The
directors have the same power to refuse to register the automatically
entitled person as they would have had in deciding whether to register
a transfer by the person who was previously entitled to the SHARES.
50 HAVING ANOTHER PERSON REGISTERED
If a person who is automatically entitled to a SHARE by law wants the
SHARE to be transferred to another person, he must do the following:
- for a SHARE in CERTIFICATED FORM sign a transfer form to the
person he has selected; and
- for a SHARE in UNCERTIFICATED FORM transfer such SHARE using a
RELEVANT SYSTEM.
The directors have the same power to refuse to register the person
selected as they would have had in deciding whether to register a
transfer by the person who was previously entitled to the SHARES.
51 THE RIGHTS OF PEOPLE AUTOMATICALLY ENTITLED TO SHARES BY LAW
51.1 A person who is automatically entitled to a SHARE by law is entitled to
any dividends or other money relating to the SHARE, even though he is
not registered as the holder of that SHARE. However, if the directors
have served a notice on any such person requesting him to choose
between registering himself or transferring the SHARE, and such person
does not comply with the notice within 90 days, the directors can
withhold the dividend and other money until the notice has been
properly complied with.
51.2 Unless and until he is registered as a SHAREHOLDER the person
automatically entitled to a SHARE by law is not entitled:
- to receive notices of General Meetings, or to attend or vote
at these meetings; and
- (subject to Article 51.1) to any of the other rights and
benefits of being a SHAREHOLDER, unless the directors decide
to allow this.
SHAREHOLDERS WHO CANNOT BE TRACED
52 SHAREHOLDER WHO CANNOT BE TRACED
52.1 The COMPANY can sell any SHARES at the best price reasonably obtainable
if:
- during the previous 12 years, at least three dividends on the
SHARES have been payable and none has been claimed;
- after this 12-year period, the COMPANY announces that it
intends to sell the SHARES by placing an advertisement in a
UNITED KINGDOM national newspaper and in a
newspaper appearing in the area which includes the address
held by the COMPANY for serving notices relating to the
SHARES; and
- during this 12-year period, and for three months after the
last advertisement appears in the newspapers, the COMPANY has
received no indication as to the whereabouts or existence of
the SHAREHOLDER or any person who is automatically entitled to
the SHARES by law.
52.2 To sell any SHARES in this way, the COMPANY can authorise any person to
transfer the SHARES. This transfer will be just as effective as if it
had been made by the registered holder of the SHARES, or by a person
who is automatically entitled to the SHARES by law. The ownership of
the person to whom the SHARES are transferred will not be affected even
if the sale is irregular or invalid in any way.
52.3 The net sale proceeds belong to the COMPANY until claimed under this
Article, but it must pay these to the SHAREHOLDER who could not be
traced, or to the person who is automatically entitled to the SHARES by
law, if that SHAREHOLDER, or that other person, asks for it.
52.4 The COMPANY must record the name of that SHAREHOLDER, or the person who
was automatically entitled to the SHARES by law, as a creditor for this
money in its accounts. The money is not held on trust, and no interest
is payable on the money. The COMPANY can keep any money which it has
earned on the net sale proceeds. The COMPANY can use the money for its
business, or it can invest the money in any way that the directors
decide. But the money cannot be invested in the COMPANY'S SHARES, or in
the SHARES of any holding company of the COMPANY.
52.5 In the case of UNCERTIFICATED SHARES, this Article is subject to any
restrictions which apply under the CREST REGULATIONS.
GENERAL MEETINGS
53 THE ANNUAL GENERAL MEETING
Except as provided in the COMPANIES ACTS, each year the COMPANY must
hold an Annual General Meeting, in addition to any other General
Meetings which are held in the year. The notice calling the Annual
General Meeting must say that the meeting is the Annual General
Meeting. There must not be a gap of more than 15 months between one
Annual General Meeting and the next. The Annual General Meeting must be
held in accordance with the COMPANIES ACTS. The directors must decide
when and where to hold the Annual General Meeting.
54 EXTRAORDINARY GENERAL MEETINGS
If a General Meeting is not an Annual General Meeting, it is called an
Extraordinary General Meeting.
55 CALLING AN EXTRAORDINARY GENERAL MEETING
The directors can decide to call an Extraordinary General Meeting at
any time. Extraordinary General Meetings must also be called promptly
in response to a requisition by SHAREHOLDERS under the COMPANIES ACTS.
If an Extraordinary General Meeting is not called in response to such a
request by SHAREHOLDERS, it can be called by the SHAREHOLDERS who
requested the Extraordinary General Meeting in accordance with the
COMPANIES ACTS. Any Extraordinary
General Meeting requisitioned in this way by SHAREHOLDERS shall be
called in the same manner as nearly as possible to that in which
General Meetings are called by the directors. The directors must decide
when and where to hold an Extraordinary General Meeting.
56 NOTICE OF GENERAL MEETINGS
56.1 At least 21 clear days' notice in writing (or, where the COMPANIES ACTS
permit, by ELECTRONIC MAIL) must be given for every Annual General
Meeting and for any other General Meeting where it is proposed to pass
a special resolution or to pass some other resolution of which special
notice under the COMPANIES ACTS has been given to the COMPANY. For
every other General Meeting at least 14 clear days' notice in writing
(or, where the COMPANIES ACTS permit, by ELECTRONIC MAIL) must be
given.
However, a shorter period of notice can be given:
- for an Annual General Meeting, if all the SHAREHOLDERS
entitled to attend and vote agree; or
- for an Extraordinary General Meeting, if a majority of the
SHAREHOLDERS entitled to attend and vote agree and those
SHAREHOLDERS hold at least 95 per cent by nominal value of the
SHARES which can be voted at the meeting.
56.2 Any notice of General Meeting must state:
- where the General Meeting is to be held;
- the date and time of the General Meeting;
- the general nature of the business of the General Meeting;
- if any resolution will be proposed as a special resolution or
extraordinary resolution; and
- in a reasonably prominent place that a SHAREHOLDER entitled to
attend and vote can appoint one or more proxies (who need not
be SHAREHOLDERS) to attend, speak and vote instead of that
SHAREHOLDER.
56.3 Notices of General Meetings must be given to the SHAREHOLDERS, except
in cases where the ARTICLES or the RIGHTS attached to the SHARES state
that the holders are not entitled to receive them from the COMPANY.
Notice must also be given to the COMPANY'S auditors. The day when the
notice is served (see Article 144), or is treated as served, and the
day of the General Meeting do not count towards the period of notice.
In relation to any class of SHARES some of which are in UNCERTIFICATED
FORM the COMPANY can decide that only people who are entered on the
REGISTER at the close of business on a particular day are entitled to
receive such a notice. That day shall be a day chosen by the COMPANY
and falling not more than 21 days before the notice is sent.
56.4 Unless the COMPANIES ACT 1985 does not require it, the COMPANY must, on
the requisition in writing of such number of SHAREHOLDERS as is
specified in the COMPANIES ACT 1985, send to SHAREHOLDERS:
- entitled to receive notice of the next Annual General Meeting
notice of any resolution which may properly be proposed and is
intended to be proposed at that meeting; and
- entitled to receive notice of any General Meeting any
statement of not more than one thousand words with respect to
the matter referred to in any proposed resolution or the
business to be dealt with at that meeting.
Notice of any such resolution shall be given, and any such statement
shall be circulated, to SHAREHOLDERS of the COMPANY entitled to have
notice of the General Meeting sent to them. The cost of this, unless
the COMPANY decides otherwise, must be borne by the requisitionists.
PROCEEDINGS AT GENERAL MEETINGS
57 THE CHAIRMAN OF A GENERAL MEETING
57.1 The Chairman of the directors will be the chairman at every General
Meeting, if he is present and willing to take the chair.
57.2 If the COMPANY does not have a Chairman, or if the Chairman is not
present and willing to chair the General Meeting, a Deputy Chairman
will chair the meeting if he is present and willing to take the chair.
57.3 Where there is more than one Deputy Chairman at a General Meeting and
there is more than one present, and the Chairman is not there, the
Deputy Chairman to take the chair will be the longest serving Deputy
Chairman present.
57.4 If the COMPANY does not have a Chairman or a Deputy Chairman, or if
neither the Chairman or any Deputy Chairman are present and willing to
chair the General Meeting, after waiting ten minutes from the time that
a meeting is due to start, the directors who are present will choose
one of themselves to act as chairman. If there is only one director
present, he will be chairman if he is willing.
57.5 If there is no director present and willing to be chairman, then the
SHAREHOLDERS who are personally present at the General Meeting and
entitled to vote will decide which one of them is to be chairman.
57.6 To avoid any doubt, nothing in these ARTICLES restricts or excludes any
of the powers or rights of a chairman of a meeting which are given by
the general law.
58 SECURITY, AND OTHER ARRANGEMENTS AT GENERAL MEETINGS
Either the chairman of a General Meeting, or the SECRETARY, can take
any action he considers necessary (including adjourning the General
Meeting) for:
- the safety of people attending a General Meeting (for example,
if there is not enough room for the SHAREHOLDERS and proxies
who want to attend the General Meeting); or
- proper and orderly conduct at a General Meeting (for example,
where the behaviour of someone present could prevent the
business of the General Meeting being carried out in an
orderly way); or
- any other reason to make sure that the business of the General
Meeting can be properly carried out.
Where the chairman of a General Meeting or the SECRETARY decides to
adjourn a General Meeting in this way, he can adjourn the General
Meeting to a time, date and place he decides
(or indefinitely). He does not need the agreement of those present at
the General Meeting to do this.
59 OVERFLOW MEETING ROOMS
The directors can arrange for any people who they consider cannot be
seated in the main meeting room, where the chairman will be, to attend
and take part in a General Meeting in an overflow room or rooms. Any
overflow room must have a live video and two way sound link with the
main room for the General Meeting, where the chairman will be. The
video and sound link must enable those in all the rooms to see and hear
what is going on in the other rooms. The notice of the General Meeting
does not have to give details of any arrangements under this Article.
The directors can decide on how to divide people between the main room
and any overflow room. If any overflow room is used, the General
Meeting will be treated as being held, and taking place, in the main
room.
60 THE QUORUM NEEDED FOR GENERAL MEETINGS
Before a General Meeting starts to conduct business, there must be a
quorum present. If there is not, the meeting cannot carry out any
business. Unless other Articles say otherwise, a quorum for all
purposes is two people who are entitled to vote. They can be personally
present or proxies for SHAREHOLDERS or duly authorised COMPANY
REPRESENTATIVES or a combination of SHAREHOLDERS, duly authorised
COMPANY REPRESENTATIVES for COMPANIES and proxies.
61 THE PROCEDURE IF THERE IS NO QUORUM
61.1 This Article 61 applies if a quorum is not present either within 30
minutes of the time fixed for a General Meeting to start or within any
longer period (being no longer than an hour from the time fixed for the
General Meeting to start) on which the chairman may decide. If the
General Meeting was called by SHAREHOLDERS it is cancelled. Any other
General Meeting is adjourned to the same day in the next week (or if
that day is a public holiday, then the next day which is not a
Saturday, Sunday or public holiday) at the same time and place or to
any other day and time and place which the directors decide.
61.2 If a quorum is not present within 15 minutes of the time fixed for the
start of the adjourned meeting, the adjourned General Meeting shall be
cancelled.
62 ADJOURNING MEETINGS
62.1 Subject to Article 58, the chairman of a General Meeting can adjourn a
meeting which has a quorum present, if this is agreed by those present
at the General Meeting. This can be to a time, date and place proposed
by the chairman or may be an indefinite adjournment. The chairman must
adjourn the General Meeting if the General Meeting directs him to. In
these circumstances the General Meeting will decide how long the
adjournment will be, and where it will adjourn to. If a General Meeting
is adjourned indefinitely, the directors will fix the time, date and
place of the adjourned General Meeting.
62.2 General Meetings can be adjourned more than once. But if a General
Meeting is adjourned for more than 30 days or indefinitely, at least
seven days' notice must be given of the adjourned General Meeting in
the same way as was required for the original General Meeting. If a
General Meeting is adjourned for less than 30 days, there is no need to
give notice of the adjourned General Meeting, or about the business to
be considered there.
62.3 An adjourned General Meeting can only deal with business that could
have been dealt with at the original General Meeting before it was
adjourned.
63 AMENDING RESOLUTIONS
If the chairman of a General Meeting, acting in good faith, rules an
amendment to a resolution out of order, any error in that ruling will
not affect the validity of a vote on the original resolution.
VOTING PROCEDURES
64 HOW VOTES ARE TAKEN
64.1 All SUBSTANTIVE RESOLUTIONS will only be decided on a poll. All
PROCEDURAL RESOLUTIONS will be decided by a show of hands of the
SHAREHOLDERS present in person or by proxy, unless a poll is demanded
when, or before, the result of the show of hands is declared by the
chairman. A poll can be demanded by:
- the chairman of the General Meeting;
- at least two SHAREHOLDERS at the General Meeting (including
proxies of SHAREHOLDERS entitled to vote) who are entitled to
vote;
- one or more SHAREHOLDERS at the General Meeting who are
entitled to vote (including proxies of SHAREHOLDERS entitled
to vote) and who have, between them, at least 10 per cent of
the total votes of all SHAREHOLDERS who have the right to vote
at the General Meeting; or
- one or more SHAREHOLDERS who have SHARES which allow them to
vote at the General Meeting (including proxies of SHAREHOLDERS
entitled to vote), where the total amount which has been PAID
UP on their SHARES is at least 10 per cent of the total sum
paid up on all SHARES which give the right to vote at the
General Meeting.
64.2 A demand for a poll can be withdrawn if the chairman agrees to this. If
a poll is demanded, and this demand is then withdrawn, any declaration
by the chairman of the result of a vote on that resolution by a show of
hands, which was made before the poll was demanded, will stand.
65 HOW A POLL IS TAKEN
65.1 If a poll is demanded or held in the way allowed by the ARTICLES, the
chairman of the General Meeting can decide where, when and how it will
be carried out. The result is treated as the decision of the General
Meeting where the poll was demanded, even if the poll is carried out
after the General Meeting.
65.2 The chairman can:
- decide that a ballot, voting papers or tickets will be used;
- appoint one or more scrutineers (who need not be
shareholders);
- decide to adjourn the General Meeting to such day, time and
place as he decides for the result of the poll to be declared.
65.3 If a poll is called, a SHAREHOLDER can vote either personally or by his
proxy. If a SHAREHOLDER votes on a poll, he does not have to use all of
his votes or cast all his votes in the same way.
66 WHERE THERE CANNOT BE A POLL
Notwithstanding any other provision in these ARTICLES, a poll is not
allowed on a vote to elect a chairman of a General Meeting, nor is a
poll allowed on a vote to adjourn a General Meeting, unless the
chairman of the General Meeting demands a poll.
67 A GENERAL MEETING CONTINUES AFTER A POLL IS DEMANDED
A demand for a poll on a particular matter does not stop a General
Meeting from continuing and dealing with matters other than the
question on which the poll was demanded.
68 TIMING OF A POLL
A poll on a resolution to adjourn the General Meeting must be taken
immediately at the General Meeting. Any other poll can either be taken
immediately at the General Meeting or within 30 days from the date it
was demanded and at a time and place decided on by the chairman. No
notice is required for a poll which is not taken immediately if the
time and place at which it is to be taken are announced at the General
Meeting at which it is demanded. In any other case, at least seven
clear days' notice must be given specifying the time and place at which
the poll is to be taken.
69 THE CHAIRMAN'S CASTING VOTE
If the votes are equal, either on a show of hands or on a poll, the
chairman of the General Meeting is entitled to a further, casting vote.
This is in addition to any other votes which the chairman may have as a
SHAREHOLDER, or as a proxy.
70 THE EFFECT OF A DECLARATION BY THE CHAIRMAN
The following applies when there is a vote by a show of hands, and no
poll is demanded, or any demand for a poll is withdrawn. A
corresponding entry in the minute book is conclusive proof of the
following declarations by the chairman of the General Meeting:
- a resolution has been carried;
- a resolution has been carried unanimously;
- a resolution has been carried by a particular majority;
- a resolution has been lost; or
- a resolution has been lost by a particular majority.
There is no need to prove the validity, number, or proportion of votes
recorded for or against a resolution.
VOTING RIGHTS
71 THE VOTES OF SHAREHOLDERS
At a General Meeting, on a show of hands every SHAREHOLDER who is
present in person and every person present who has been duly appointed
as a proxy shall have one vote, provided that each such person is
entitled to attend and vote at that General Meeting. Where there is a
poll, a SHAREHOLDER who is present in person (or by proxy) who is
entitled to be present and to vote has one vote for every SHARE which
he holds. This is subject to any special rights or restrictions which
are given to any class OF SHARES by, or in accordance with, the
ARTICLES.
72 SHAREHOLDERS WHO OWE MONEY TO THE COMPANY
Unless the ARTICLES provide otherwise, the only people who are entitled
to attend and/or vote at General Meetings or to exercise any other
right conferred by being a SHAREHOLDER in relation to General Meetings,
are SHAREHOLDERS who have paid the COMPANY all calls, and all other
sums, relating to their SHARES which are due at the time of the General
Meeting. This applies both to attending the General Meeting personally
and to appointing a proxy.
73 SUSPENSION OF RIGHTS ON NON-DISCLOSURE OF INTEREST
73.1 This Article applies if any SHAREHOLDER, or any person appearing to be
interested in SHARES held by that SHAREHOLDER, has been properly served
with a notice under Section 212 of the COMPANIES ACT 1985, requiring
information about interests in SHARES, and has failed for a period of
14 days from the date of the notice to supply to the COMPANY the
information required by that notice. Then (subject to the provisions of
this Article and unless the directors otherwise decide) the SHAREHOLDER
is not (for so long as the failure continues) entitled to attend or
vote either personally or by proxy at a SHAREHOLDERS' MEETING or to
exercise any other right in relation to a SHAREHOLDERS' MEETING as
holder of:
- the SHARES in relation to which the default occurred (called
DEFAULT SHARES);
- any further SHARES which are issued in respect of DEFAULT
SHARES; and
- any other SHARES held by the SHAREHOLDER holding the DEFAULT
SHARES.
73.2 Any person who acquires SHARES subject to restrictions under Article
73.1 is subject to the same restrictions, unless:
- the transfer was an APPROVED TRANSFER (see Article 73.9); or
- the transfer was by a SHAREHOLDER who was not himself in
default in supplying the information required by the notice
under Article 73.1 and a certificate in accordance with
Article 73.3 is provided.
73.3 Where the DEFAULT SHARES represent 0.25 per cent or more of the
existing SHARES of a class, the directors can in their absolute
discretion by notice (a DIRECTION NOTICE) to the SHAREHOLDER direct
that:
- any dividend or part of a dividend or other money which would
otherwise be payable on the DEFAULT SHARES shall be retained
by the COMPANY (without any liability to pay interest when
that dividend or money is finally paid to the SHAREHOLDER);
- the SHAREHOLDER will not be allowed to choose to receive
SHARES in place of dividends in accordance with Article 135;
and/or
- subject to Article 73.4, no transfer of any of the SHARES held
by the SHAREHOLDER will be registered unless:
- either the transfer is an APPROVED TRANSFER (see
Article 73.9);
- or the SHAREHOLDER is not himself in default as
regards supplying the information required; and (in
this case)
- the transfer is of part only of his holding;
and
- when presented for registration, the transfer
is accompanied by a certificate by the
SHAREHOLDER. This certificate must be in a form
satisfactory to the directors and state that
after due and careful enquiry the SHAREHOLDER
is satisfied that none of the SHARES included
in the transfer are DEFAULT SHARES.
73.4 Any direction notice can treat SHARES of A SHAREHOLDER in CERTIFICATED
and UNCERTIFICATED FORM as separate shareholdings and either apply only
to SHARES in CERTIFICATED FORM or to SHARES in UNCERTIFICATED FORM or
apply differently to SHARES in CERTIFICATED and UNCERTIFICATED FORM. In
the case of SHARES in UNCERTIFICATED FORM the directors can only use
their discretion to prevent a transfer if this is allowed by the CREST
REGULATIONS.
73.5 The COMPANY must send a copy of the DIRECTION NOTICE to each other
person who appears to be interested in the SHARES covered by the
notice, but if it fails to do so, this does not invalidate the
DIRECTION NOTICE.
73.6 A DIRECTION NOTICE has the effect which it states while the default
resulting in the notice continues. It then ceases to apply when the
directors decide (which they must do within one week of the default
being cured). The COMPANY must give the SHAREHOLDER immediate written
notice of the directors' decision.
73.7 A DIRECTION NOTICE also ceases to apply to any SHARES which are
transferred by a SHAREHOLDER in a transfer permitted under Article 73.3
even where a DIRECTION NOTICE restricts transfers.
73.8 For the purposes of this Article a person is treated as appearing to be
interested in any SHARES if the SHAREHOLDER holding those SHARES has
been served with a notice under Section 212 of the COMPANIES ACT 1985
and:
- the SHAREHOLDER has named that person as being so interested;
or
- (after taking into account the response of the SHAREHOLDER to
the notice and any other relevant information) the COMPANY
knows or reasonably believes that the person in question is or
may be interested in the SHARES.
73.9 For the purposes of this Article a transfer of SHARES is an APPROVED
TRANSFER if:
- it is a transfer of SHARES to an offerer under an acceptance
of a TAKEOVER OFFER; or
- the directors are satisfied that the transfer is made in
connection with a sale in good faith of the whole of the
beneficial ownership of the SHARES to a person unconnected
with the SHAREHOLDER or with any person appearing to be
interested in the SHARES. This includes such a sale made
through a RECOGNISED INVESTMENT EXCHANGE or any other stock
exchange outside the UNITED KINGDOM on which the COMPANY'S
SHARES are normally traded. For this purpose any associate (as
that word is defined in Section 435 of the Insolvency Act
1986) is included amongst the people who are connected with
the SHAREHOLDER or any person appearing to be interested in
the SHARES.
73.10 Where a person who has an interest in AMERICAN DEPOSITARY SHARES
receives a notice under this Article 73, that person is considered for
the purposes of this Article 73 to have an interest in the number of
SHARES represented by those AMERICAN DEPOSITARY SHARES which is
specified in the notice and not in the remainder of the SHARES held by
the ADR DEPOSITARY.
73.11 Where the ADR DEPOSITARY receives a notice under this Article 73, the
ADR DEPOSITARY shall only be required to supply information relating to
any person who has an interest in the SHARES held by the ADR DEPOSITARY
which has been recorded by the ADR DEPOSITARY under the arrangements
made with the COMPANY (including in the PROXY REGISTER maintained under
Article 163) when it was appointed as the ADR DEPOSITARY.
73.12 This Article does not restrict in any way the provisions of the
COMPANIES ACT which apply to failures to comply with notices under
Section 212 of that Act.
74 VOTES OF SHAREHOLDERS WHO ARE OF UNSOUND MIND
74.1 This Article 74 applies where a court which claims jurisdiction to
protect people who are unable to manage their own affairs has made an
order detaining a shareholder or appointing a person to manage his
property or affairs.
74.2 The receiver or other person appointed by the court order to act for
the SHAREHOLDER can vote for the SHAREHOLDER on a show of hands or on a
poll at General Meetings. However, this Article only applies if the
receiver or other person appointed by the court delivers to the
TRANSFER OFFICE (or the place stated in the notice for the delivery of
the PROXY FORM) at least 48 hours before the relevant General Meeting
(or adjourned General Meeting) such evidence as the directors may
require of such person's authority to act.
74.3 If the receiver or other person appointed by the court fails to deliver
the appropriate evidence to the TRANSFER OFFICE (or the place stated in
the PROXY FORM) in accordance with Article 74.2, the right to vote
shall not be exercisable.
75 THE VOTES OF JOINT HOLDERS
Where a SHARE is held by joint SHAREHOLDERS any one joint SHAREHOLDER
can vote at any General Meeting (either personally or by proxy) in
respect of such SHARE AS if he were the only SHAREHOLDER. If more than
one of the joint SHAREHOLDERS votes (either personally or by proxy),
the only vote which will count is the vote of that one of them who is
listed first on the REGISTER for the SHARE.
PROXIES
76 APPOINTMENT OF PROXIES
76.1 Any SHAREHOLDER may appoint another person, who need not be another
SHAREHOLDER, as his proxy to act at a General Meeting on his behalf.
76.2 Proxies may also be appointed to act at General Meetings in the
circumstances, and in the manner, provided for in Articles 158.2, 162,
164, 165 and 168, and Articles 76 to 80 should be read subject to their
terms.
76.3 A SHAREHOLDER can appoint more than one proxy to attend on the same
occasion.
77 COMPLETING PROXY FORMS
77.1 A PROXY FORM:
- must be in writing; and
- can be in any form which is commonly used, or in any other
form which the directors approve.
77.2 A PROXY FORM Given by:
- an individual must be signed by the SHAREHOLDER appointing the
proxy, or by an agent who has been properly appointed in
writing; or
- a COMPANY must be sealed with the COMPANY'S seal or signed by
an officer who is authorised to act on behalf of the COMPANY.
Unless the contrary is shown, the directors are entitled to assume that
where a PROXY FORM purports to have been signed by an officer on behalf
of a COMPANY that such officer was duly authorised by such COMPANY
without requiring any further evidence. Signatures need not be
witnessed.
77.3 All notices convening General Meetings which are sent to SHAREHOLDERS
entitled to vote at the General Meeting, must, at the expense of the
COMPANY, be accompanied by a PROXY FORM. The PROXY FORM must make
provision for two-way voting on all resolutions intended to be
proposed, other than resolutions which are merely procedural.
77.4 The accidental omission to send out a PROXY FORM to a SHAREHOLDER
entitled to it (or non receipt by him of the PROXY FORM) will not
invalidate any resolution passed or proceedings at the General Meeting
to which the PROXY FORM relates.
78 DELIVERING PROXY FORMS
78.1 A PROXY FORM must be delivered to the place stated in the notice of the
General Meeting, or in the PROXY FORM, or, if no place is stated, to
the TRANSFER OFFICE or, if the directors decide to accept proxies by
ELECTRONIC MAIL, in the way and to the ADDRESS that they specify. It
must be delivered at least:
- 48 hours before a General Meeting, an adjourned General
Meeting or a poll taken on the same day as the meeting; or
- 24 hours before a poll is taken, if the poll is not taken on
the same day as the General Meeting or adjourned General
Meeting.
78.2 To the extent that the COMPANIES ACTS permit, directors can decide to
accept proxies delivered by ELECTRONIC MAIL, subject to any
limitations, restrictions or conditions they decide to apply and
Articles 77.1 and 77.2 may be disapplied in relation to a PROXY FORM
delivered in this way.
78.3 If a PROXY FORM is signed by an agent, the power of attorney or other
authority relied on to sign it, or a copy which has been certified by a
notary, or certified in some other way specified by the directors, must
(if required by the COMPANY) be delivered with the PROXY FORM in
accordance with the instructions for delivery of PROXY FORMS which are
set out in the notice of General Meeting or on the PROXY FORM, unless
the power of attorney or other form of authority has already been
registered with the COMPANY.
78.4 If this Article 78 is not complied with, the proxy will not be able to
act for the person who appointed him.
78.5 If a PROXY FORM which relates to several General Meetings has been
properly delivered for one General Meeting or adjourned General
Meeting, it does not need to be delivered again for any later General
Meeting which the PROXY FORM covers.
78.6 Unless the PROXY FORM says otherwise, it will be valid at an adjourned
General Meeting as well as for the original General Meeting to which it
relates.
78.7 A SHAREHOLDER can attend and vote at a General Meeting on a show of
hands or on a poll even if he has appointed a proxy to attend and vote
at that meeting. However, if he votes in person on a resolution, then
as regards that resolution his appointment of a proxy will not be
valid.
79 CANCELLATION OF PROXY'S AUTHORITY
79.1 Any vote cast in the way a PROXY FORM authorises, or any demand for a
poll made by a proxy, will be valid even though:
- the SHAREHOLDER who appointed the proxy has died or is of
unsound mind;
- the PROXY FORM has been revoked; or
- the authority of the person who signed the PROXY FORM for the
SHAREHOLDER has been revoked.
79.2 However, this does not apply if written notice of the fact has been
received at the TRANSFER OFFICE (or at such other place within the
UNITED KINGDOM which is specified for the deposit of PROXY FORMS in
accordance with these ARTICLES) before:
- the General Meeting or adjourned General Meeting starts; or
- the time fixed on a later day to take a poll,
when the vote is taken or poll demanded.
80 AUTHORITY OF PROXIES
80.1 A proxy is entitled to speak at a General Meeting.
80.2 A PROXY FORM gives the proxy the authority to demand a poll, or to join
others in demanding one. A demand for a poll made by a proxy for a
SHAREHOLDER is treated in the same way as a demand by the SHAREHOLDER
himself.
80.3 Unless the PROXY FORM provides otherwise, a PROXY FORM entitles a proxy
to vote on any amendment to a resolution put to the General Meeting for
which it was given as the proxy thinks fit.
81 REPRESENTATIVES OF COMPANIES
81.1 A COMPANY which is a SHAREHOLDER can authorise any person to act as its
representative at any General Meeting which it is entitled to attend.
This person is called a COMPANY REPRESENTATIVE. The directors of that
COMPANY must pass a resolution to appoint the COMPANY REPRESENTATIVE.
If the governing body of that COMPANY is not a board of directors, the
resolution can be passed by its governing body. A COMPANY
REPRESENTATIVE can exercise all the powers on behalf of the COMPANY
which the COMPANY could exercise if it were an individual SHAREHOLDER
present at the General Meeting in person. This includes the power to
vote on a show of hands when the COMPANY REPRESENTATIVE is present in
person at a General Meeting.
81.2 Any vote cast by a COMPANY REPRESENTATIVE, and any demand he makes for
a poll, is valid even if he is, for any reason, no longer authorised to
represent the COMPANY. However, this does not apply if written notice
of the fact that he is no longer authorised has been received at
the TRANSFER OFFICE (or at such other place within the UNITED KINGDOM
which is specified for the deposit of PROXY FORMS in accordance with
these ARTICLES) before the deadlines which apply to notice of
cancellation of proxies under Article 79.
82 CHALLENGING VOTES
Any objection to the right of any person to vote or the way in which
the votes have been counted must be made at the General Meeting (or
adjourned General Meeting) at which the vote is cast. If a vote is not
disallowed at the General Meeting, it is valid for all purposes. Any
such objection must be raised with the chairman of the General Meeting
and will only change the decision of the General Meeting on any
resolution if the chairman of the General Meeting decides that the vote
cast may have affected the decision of the General Meeting. His
decision on matters referred to him under this Article is final.
DIRECTORS
83 THE NUMBER OF DIRECTORS
There must be at least three directors (other than ALTERNATE
DIRECTORS), but the SHAREHOLDERS can vary the number of directors by
passing an ordinary resolution.
84 QUALIFICATION TO BE A DIRECTOR
A director need not be a SHAREHOLDER, but A director who is not a
SHAREHOLDER is entitled to attend and speak at SHAREHOLDERS' MEETINGS.
85 DIRECTORS' FEES AND EXPENSES
85.1 Each of the directors shall be paid a fee for his services. The
directors can decide on the amount, timing and manner of payment of
directors' fees, but the total of the fees paid to all of the directors
(excluding amounts paid as special PAY under Article 86, amounts paid
as expenses under Article 87 and any payments under Article 88) must
not exceed:
- (pound)1.5 million a year; or
- any higher sum decided on by an ordinary resolution at a
General Meeting.
This remuneration shall accrue from day to day.
85.2 Unless an ordinary resolution is passed which provides otherwise, the
fees will be divided between some or all of the directors in the way
that they decide. If they fail to decide, the fees will be shared
equally by the directors, except that any director holding office as a
director for only part of the period covered by the fee is only
entitled to a pro rata share covering that broken period.
86 SPECIAL PAY
86.1 The directors can award special PAY if any director performs extra or
special services of any kind including:
- holding any executive post;
- acting as chairman or deputy chairman (whether or not this
office is executive or non-executive);
- travelling or staying outside his main residence for any
business or purposes of the COMPANY; and
- serving on any committee of the directors.
86.2 Special PAY can take the form of salary, commission or other benefits
or expenses or more than one of such forms or can be paid in some other
way. This is decided on by the directors and may be a fixed sum or
percentage of profits or otherwise. Such special PAY can be either in
addition to or instead of any other fees, expenses and other benefits a
director may be entitled to receive.
87 DIRECTORS' EXPENSES
In addition to any fees and expenses paid under Articles 85 and 86, the
COMPANY will repay to a director all expenses properly incurred in:
- attending and returning from SHAREHOLDERS' MEETINGS;
- attending and returning from directors' meetings;
- attending and returning from meetings of committees of the
directors; or
- in or with a view to the performance of their duties.
88 DIRECTORS' PENSIONS AND OTHER BENEFITS
88.1 The directors may PAY or provide:
- pensions;
- annual payments;
- gratuities; or
- other allowances or benefits
to any people who are, or who were, directors who had a salary or place
of profit with the COMPANY or with any COMPANY which is or has been a
SUBSIDIARY of the COMPANY or a predecessor in business of the COMPANY
or any such SUBSIDIARY. The directors can decide to extend these
arrangements to any member of his family (including a spouse and a
former spouse) or to any person who was or is dependent on him. The
directors can also decide to contribute (before as well as after he
ceases to receive a salary or occupy a place of profit) to any scheme
or fund or to pay premiums to a third party for these purposes.
88.2 No director or former director is accountable to the COMPANY or its
SHAREHOLDERS for a benefit of any kind given in accordance with this
Article. The receipt of a benefit of any kind given in accordance with
this Article does not prevent a person from being or becoming a
director.
89 APPOINTING DIRECTORS TO VARIOUS POSTS
89.1 The directors can appoint any director as chairman, or a deputy
chairman, or to any executive position on which they decide. So far as
the COMPANIES ACTS allow, they can decide on how long these
appointments will be for, and on their terms. Subject to the terms of
any contract with the COMPANY, they can also vary or end these
appointments.
89.2 A director will automatically stop being chairman, deputy chairman,
managing director, deputy managing director, joint managing director or
assistant managing director if he is no longer a
director. Other executive appointments will only stop if the contract
or resolution appointing the director to a post says so. If a
director's appointment ends because of this Article, this does not
prejudice any claim for breach of contract against the COMPANY which
may otherwise apply.
89.3 The directors can delegate to a director appointed to an executive post
any of the powers which they jointly have as directors. These powers
can be delegated on such terms and conditions as decided by the
directors either in parallel with, or in place of, the powers of the
directors acting as a board. The directors can change the basis on
which these powers are given or withdraw them from the executive.
CHANGING DIRECTORS
90 AGE LIMITS
90.1 Provisions of the COMPANIES ACTS which, together with these ARTICLES,
would restrict the appointment of a director or require him to stop
being a director because he has reached a particular age do not apply
to the COMPANY. This includes restrictions and requirements involving
special formalities once an age limit is reached.
90.2 However, if it is proposed that a director who has reached the age of
70 be elected or re-elected in a notice convening a General Meeting,
the director's age must be stated in the notice (or document
accompanying such notice). However, the accidental failure to state
this will not invalidate the election or re-election of the director or
any other proceedings at the General Meeting.
91 RETIRING DIRECTORS
At each Annual General Meeting all those directors who were elected or
last re-elected at or before the Annual General Meeting held in the
third calendar year before the current year shall automatically retire.
92 ELIGIBILITY FOR RE-ELECTION
A retiring director is eligible for re-election.
93 RE-ELECTING A DIRECTOR WHO IS RETIRING
93.1 At a General Meeting at which a director retires (whether at an Annual
General Meeting or otherwise), he may be re-elected (as long as the
director has not told the COMPANY in writing that he does not wish to
be re-elected) if the SHAREHOLDERS pass an ordinary resolution to re-
elect him.
93.2 A director retiring at a General Meeting retires at the end of that
meeting (or adjourned meeting). Where a retiring director is re-elected
he continues as a director without a break;
94 ELECTION OF TWO OR MORE DIRECTORS
A single resolution for the election of two or more directors is void
unless the SHAREHOLDERS first approve the putting of a resolution in
this form by an earlier procedural vote taken at the General Meeting,
with no votes cast against.
95 PEOPLE WHO CAN BE DIRECTORS
95.1 Only the following people can be elected as directors at a General
Meeting:
- A director who is retiring at the General Meeting;
- A person who is recommended by the directors; and
- A person who has been proposed by a SHAREHOLDER who is
entitled to attend and vote at the General Meeting.
95.2 A SHAREHOLDER proposing a director in accordance with Article 95.1 must
deliver to the REGISTERED OFFICE at least seven days before the General
Meeting, but not more than 42 days before the meeting (this period
includes the date on which the notice is given):
- a signed letter stating that he intends to propose another
person for election as director; and
- written confirmation from the person to be proposed that he is
willing to be elected.
96 THE POWER TO FILL VACANCIES AND APPOINT EXTRA DIRECTORS
96.1 The directors can appoint any person as an extra director or to fill a
casual vacancy. Any director appointed in this way automatically
retires at the next General Meeting after his appointment. At this
General Meeting he can be elected by the SHAREHOLDERS as a director.
96.2 At a General Meeting the SHAREHOLDERS can also pass an ordinary
resolution to fill a casual vacancy or to appoint an extra director.
96.3 Extra directors can only be appointed under this Article up to the
limit (if any) on the total number of directors under the ARTICLES (or
any variation of the limit approved by the SHAREHOLDERS in accordance
with the ARTICLES).
97 REMOVING AND APPOINTING DIRECTORS BY AN ORDINARY RESOLUTION
97.1 The SHAREHOLDERS can pass an ordinary resolution to remove a director,
even though his time in office has not ended. This applies despite
anything else in the ARTICLES, or in any agreement between him and the
COMPANY. Special notice of the ordinary resolution must be given to the
COMPANY as required by the COMPANIES ACTS. But if a director is removed
in this way, it will not affect any claim which he may have for damages
for breach of any contract of service between him and the COMPANY.
97.2 Subject to Article 95, the SHAREHOLDERS can pass an ordinary resolution
to elect a person to replace a director who has been removed in the way
described in Article 97.1. If no director is appointed under this
Article, the vacancy can be filled under Article 96.
97.3 Any person appointed under Article 97.2 will be treated, for the
purpose of determining the time at which he is to retire, as if he had
become a director on the day on which the director he replaced was last
elected.
98 WHEN DIRECTORS ARE DISQUALIFIED
98.1 Any director automatically ceases to be a director in any of the
following circumstances if:
- a bankruptcy order is made against him;
- he makes any arrangement or composition with his creditors or
applies for an interim order under Section 253 of the
Insolvency Act 1986 in connection with a voluntary arrangement
under that Act;
- a court which claims jurisdiction to protect people who are
unable to manage their own affairs has made an order detaining
him or appointing a person to manage his property or affairs;
- he has missed directors' meetings for a continuous period of
six months, without permission from the directors, and the
directors pass a resolution removing him from office;
- he is prohibited from being a director under the COMPANIES
ACTS or any power conferred on the directors or SHAREHOLDERS
under these ARTICLES;
- except where his contract of service prevents him from
resigning, he:
(i) delivers to the COMPANY a written notice of
resignation signed by him or on his behalf; or
(ii) offers to resign and the directors pass a resolution
accepting the offer;
- all the other directors sign a notice requiring him to resign.
He will cease to be a director when the notice is served on
him. Such a notice can consist of several documents in the
same form signed by one or more directors.
98.2 When a director stops being a director for any reason, he will also
automatically cease to be a member of any committee. Removal from
office will be without prejudice to any claim which he or the COMPANY
might bring in relation to any contract of service between him and the
COMPANY.
DIRECTORS' MEETINGS
99 DIRECTORS' MEETINGS
The directors can decide when and where to have directors' meetings and
how they shall be conducted, and on the quorum. They can also adjourn
their meetings.
100 WHO CAN CALL DIRECTORS' MEETINGS
A directors' meeting can be called by any director. The SECRETARY must
also call a directors' meeting if a director asks him to.
101 HOW DIRECTORS' MEETINGS ARE CALLED
Directors' meetings are called by giving notice to all the directors.
This notice may be given to a director personally, by word of mouth, by
notice in writing (sent to him at his last known address) or by
ELECTRONIC MAIL (sent to him at his last known electronic address or
fax number). Any director can waive notice of any directors' meeting,
including one which has already taken place.
102 QUORUM
102.1 If no other quorum is fixed by the directors, three directors are a
quorum. A directors' meeting at which a quorum is present can exercise
all the powers, authorities and discretions of the directors whether by
or under these ARTICLES or exercisable by the directors generally.
102.2 A person who holds office only as an ALTERNATE DIRECTOR shall, if his
appointor is not present, be counted in the quorum.
102.3 A director who ceases to be a director at a directors' meeting can
continue to be present and act as a director and be counted in the
quorum until the end of that meeting if no other director objects and a
quorum would not otherwise be present.
103 THE CHAIRMAN OF DIRECTORS' MEETINGS
103.1 The directors can elect any director as Chairman or as one or more
Deputy Chairmen for such periods as the directors decide. If the
Chairman is at a directors' meeting, he will chair it. In his absence,
the chair will be taken by a Deputy Chairman, if one is present. If
there is no Chairman or Deputy Chairman present within five minutes of
the time when the directors' meeting is due to start, the directors who
are present can choose which one of them will be the Chairman of the
directors' meeting.
103.2 Where there is more than one Deputy Chairman present at a meeting, and
the Chairman is not there, the Deputy Chairman to take the chair will
be the longest serving Deputy Chairman present.
104 VOTING AT DIRECTORS' MEETINGS
Matters for decision which arise at a directors' meeting will be
decided by a majority vote. The chairman of the meeting will not have a
second, casting vote.
105 DIRECTORS CAN ACT EVEN IF THERE ARE VACANCIES
105.1 The remaining directors can continue to act even if one or more of them
ceases to be a director. But if the number of directors falls below the
minimum which applies under Article 83 (including any variation of that
minimum approved by an ordinary resolution of SHAREHOLDERS), the
remaining director(s) can only:
- either appoint further directors to make up the shortfall; or
- call a General Meeting.
105.2 If no director or directors are willing or able to act under this
Article, any two SHAREHOLDERS can call a General Meeting to appoint
extra directors.
106 DIRECTORS' MEETINGS BY VIDEO CONFERENCE AND TELEPHONE
106.1 Any or all of the directors, or members of a committee, can take part
in a directors' meeting of the directors or of a committee by way of a
video conference or conference telephone, or similar equipment,
designed to allow everybody to take part in the directors' meeting.
106.2 Taking part in this way will be counted as being present at the
directors' meeting. A directors' meeting which takes place by way of
video conference, conference telephone or similar equipment will be
treated as taking place where most of the participants are. If there is
no largest group, directors' meetings will be treated as taking place
where the Chairman is.
106.3 A directors' meeting held in the way described in Article 106.1 will be
valid as long as in one single place, or in places connected by way of
video conference, telephone conference, or similar equipment, a quorum
is present.
107 RESOLUTIONS IN WRITING
107.1 This Article applies to a written resolution which is signed by all of
the directors or members of a committee who would be entitled to vote
on the resolution at a directors' meeting or at a
committee meeting. This kind of resolution is just as valid and
effective as a resolution passed by those directors at a directors'
meeting which is properly called and held.
107.2 The resolution can be passed using several copies of a document, if
each copy is signed by one or more directors. These copies can be faxed
copies.
107.3 A written resolution signed by an ALTERNATE DIRECTOR does not need also
to be signed by his appointor. If the written resolution is signed by a
director who has appointed an ALTERNATE DIRECTOR, it does not need to
be signed by the ALTERNATE DIRECTOR acting in that capacity.
107.4 A written resolution will be valid at the time it is signed by the last
director.
108 THE VALIDITY OF DIRECTORS' ACTIONS
Everything which is done by any directors' meeting, or by a committee
of the directors, or by a person acting as a director, or as a member
of a committee, will, in favour of anyone dealing with the COMPANY in
good faith, be valid even though it is discovered later that any
director, or person acting as a director, was not properly appointed or
elected. This also applies if it is discovered later that anyone was
disqualified from being a director, or had ceased to be a director, or
was not entitled to vote. In any of these cases, in favour of anyone
dealing with the COMPANY in good faith, anything done will be as valid
as if there was no defect or irregularity of the kind referred to in
this Article.
DIRECTORS' INTERESTS
109 DIRECTORS' INTERESTS IN TRANSACTIONS WITH THE COMPANY
109.1 If the COMPANIES ACTS allow, and if he has disclosed to the directors
the nature and extent of his interest, a director can, notwithstanding
his being a director:
(a) be a party to, or otherwise interested in, any existing or
proposed contract, transaction or arrangement with the COMPANY
or in which the COMPANY is otherwise interested;
(b) be a director of, or occupy an office or place of profit
(other than as auditor) in, and in any such case on terms
(including pay) which the directors can decide, or be employed
by, or be a party to any existing or proposed contract,
transaction or arrangement with, or otherwise be interested
in, any COMPANY promoted by the COMPANY or in which the
COMPANY is otherwise interested; or
(c) alone (or any firm of which he is a partner, employee or
member can) act in a professional capacity for the COMPANY
(other than as auditor) and be paid for this.
109.2 A director will not, unless he agrees otherwise, have to hand over to
the COMPANY any benefit which he derives from any of the interests
described above, and no contract, transaction or arrangement of the
type described above will be liable to be avoided on the grounds of any
director's interest or benefit.
109.3 If the COMPANY holds or owns SHARES in another COMPANY, the directors
can exercise votes attached to such SHARES or if any of the directors
are directors of such other COMPANY, they may vote as directors of that
other COMPANY in such manner as they think fit.
110 WHEN DIRECTORS CAN VOTE ON THINGS IN WHICH THEY ARE INTERESTED
110.1 Unless the ARTICLES say otherwise, a director cannot vote on a
resolution about a contract or any other kind of proposal in which he
has a material interest. For this purpose, any interest of
a person who is connected with a director under Section 346 of the
COMPANIES ACT 1985 will be treated as if it were an interest of the
director himself. However, the director can vote if the interest is
only an interest in the COMPANY'S SHARES, debentures or other
securities. If a director cannot vote on a resolution, the director
cannot be counted in the quorum when the directors vote on that
resolution.
110.2 However, if the COMPANIES ACTS permit, a director can (in the absence
of a material interest other than one which is listed below) vote, and
be counted in the quorum, on any resolution about any of the following
matters, namely:
- giving him, or any other person, any guarantee, security or
indemnity for any money which he, or that other person, has
lent at the request of, or for the benefit of, the COMPANY or
any of its SUBSIDIARY UNDERTAKINGS;
- giving him, or any other person, any security or an indemnity
for any liability which he, or that other person, has incurred
at the request, or for the benefit of, the COMPANY or any of
its SUBSIDIARY UNDERTAKINGS;
- giving any guarantee, security or indemnity, to him, or any
other person, for a debt or obligation which is owed by the
COMPANY, or any of its SUBSIDIARY UNDERTAKINGS, if the
director has taken responsibility by giving a guarantee,
indemnity or security for some or all of that debt or
obligation;
- any proposal relating to an offer of any SHARES, debentures or
other securities, of or by the COMPANY, or any of its
SUBSIDIARY UNDERTAKINGS, if the director takes part because he
is a holder of SHARES, debentures or other securities, or if
he takes part in the underwriting or sub-underwriting of the
offer;
- any proposal involving any other COMPANY in which the director
(together with any person connected with the director under
section 346 of the COMPANIES ACT 1985), has any kind of
interest (including holding any position in that COMPANY, or
being a SHAREHOLDER of that COMPANY). But this exemption does
not apply if he knows that he, and any people connected with
him, hold an interest in SHARES (as defined for sections 198
to 211 of the COMPANIES ACT 1985) representing 1 per cent or
more of:
- any class of equity share capital of such COMPANY (or
any third COMPANY through which his interest is
derived); or
- the voting rights in that COMPANY.
Any such interest of 1 per cent or more is treated for the
purposes of this Article as being material interest;
- any proposal relating to an arrangement for the benefit of
employees of the COMPANY, or any of its SUBSIDIARY
UNDERTAKINGS, which only gives him benefits which are also
generally given to the employees to whom the arrangement
relates; or
- any proposal relating to any insurance which the COMPANY
proposes to buy or renew for the benefit of directors, or of a
group of people which includes directors.
110.3 A director cannot vote or be counted in the quorum on a resolution
relating to appointing that director to a position within the COMPANY
or any COMPANY in which the COMPANY has an interest or the terms and
termination of the appointment.
110.4 This Article applies if the directors are considering proposals about
appointing two or more directors to positions with the COMPANY or any
COMPANY in which the COMPANY has an interest. It also applies if the
directors are considering the terms or termination of such
appointments. These proposals can be split up to deal with each
director separately. If this is done, each director can vote and be
included in the quorum for each resolution, except the one concerning
him. But he cannot vote if the resolution relates to appointing him to
a COMPANY in which the COMPANY is interested in if he has an interest
of 1 per cent or more in that COMPANY of the nature described in
Article 110.2.
110.5 If any question comes up at a directors' meeting about whether a
director has a material interest, or whether he can vote or be counted
in the quorum, and the director does not agree to abstain from voting
on the issue or not be counted in the quorum, the question must be
referred to the chairman of the directors' meeting (unless the Chairman
is the director in question, in which case the other directors will
choose another amongst them to act as chairman in dealing with this
question). The Chairman's ruling about any other director is final and
conclusive, unless the nature and extent of the director's interest has
not been fairly disclosed to the other directors.
111 MORE ABOUT DIRECTORS' INTERESTS
For the purpose of Articles 109 and 110 and this Article, a director
who is in any way interested shall state the nature of his interest at
a directors' meeting in accordance with the COMPANIES ACTS, and:
- a general notice given to the directors that a director has an
interest of the kind stated in the notice in any contract,
transaction or arrangement which involves any COMPANY or
person identified in the notice is treated as a standing
disclosure that the director has that interest;
- an interest of a person who is connected with the director
under section 346 of the COMPANIES ACT 1985 will be treated as
an interest of the director;
- interests (whether his or of any person connected with the
director under section 346 of the COMPANIES ACT 1985) which
are unknown to the director and which it is unreasonable to
expect him to know about are ignored.
DIRECTORS' COMMITTEES
112 DELEGATING POWERS TO COMMITTEES
The directors can delegate any of their powers, or discretions, to
committees of one or more directors. This includes powers or
discretions relating to directors' PAY or giving benefits to directors.
If the directors have delegated any power or discretion to a committee,
any references in these ARTICLES to using that power or discretion
include its use by the committee. Any committee must comply with any
regulations laid down by the directors. These regulations can require
or allow people who are not directors to be co-opted onto the
committee, and can give voting rights to co-opted members. But:
- there must be more directors on a committee than co-opted
members; and
- a resolution of the committee is only effective if a majority
of the members of the committee present at the time of the
resolution were directors.
113 COMMITTEE PROCEDURE
If a committee includes two or more people, the Articles which regulate
directors' meetings and their procedure will also apply to committee
meetings (if possible), unless these are inconsistent with any
regulations for the committee which have been laid down under Article
112.
DIRECTORS' POWERS
114 THE DIRECTORS' MANAGEMENT POWERS
114.1 The COMPANY'S business will be managed by the directors. They can use
all the COMPANY'S powers except where the ARTICLES, or the COMPANIES
ACTS, provide that powers can only be used by the SHAREHOLDERS voting
to do so at a General Meeting. The general management powers under this
Article are not limited in any way by specific powers given to the
directors by other Articles.
114.2 The directors are, however, subject to:
- the provisions of the COMPANIES ACTS;
- the requirements of the MEMORANDUM or these ARTICLES; and
- any other requirements (whether or not consistent with these
ARTICLES) which are approved by the SHAREHOLDERS by passing a
special resolution at a General Meeting.
However, if any change is made to the MEMORANDUM or these ARTICLES or
if the SHAREHOLDERS approve a requirement relating to something which
the directors have already done which was within their powers, this
will not invalidate any prior act of the directors which would
otherwise have been valid.
115 THE POWER TO ESTABLISH LOCAL BOARDS
115.1 The directors can set up local committees, local boards or local
agencies to manage any of the COMPANY'S business. These can be either
in or outside the UNITED KINGDOM. The directors can appoint, remove and
re-appoint anybody (who need not be a director) to be:
- members of any local committee, board or agency; or
- managers or agents of the COMPANY.
115.2 The directors can:
- decide on the PAY and other benefits of people appointed under
this Article;
- delegate any of their authority, powers or discretions to:
(i) any local board or committee; or
(ii) any manager, or agent of the COMPANY;
- allow local committees or boards, managers or agents to
delegate to another person;
- allow the members of local committees, boards or agencies to
fill any vacancies on them;
- allow the members of local committees, boards or agencies to
continue to act even though there are vacancies on them;
- remove any people they have appointed under this Article; and
- cancel or change an appointment or delegation made under this
Article, although this will not affect anybody who acts in
good faith who has not had any notice of any cancellation or
variation.
Any appointment or delegation by the directors which is referred to in
this Article can be on any terms and conditions decided on by the
directors.
115.3 A person who is employed by, or occupies an office with, the COMPANY
may be given a title which includes the words "Associate Director".
This will not imply that such person is a director of the COMPANY or
that he is entitled to act as a director or be deemed to be a director
for the purposes of these ARTICLES.
116 THE POWER TO APPOINT ATTORNEYS
116.1 The directors can appoint anyone (including the members of a group
which changes over time) as the COMPANY'S attorney or attorneys by
granting a power of attorney or by authorising him or them in some
other way. The attorney or attorneys can either be appointed directly
by the directors, or the directors can give someone else the power to
select attorneys. The directors can decide on the purposes, powers,
authorities and discretions of attorneys.
116.2 The directors can decide for how long a power of attorney will last and
they can apply any terms and conditions to it. The power of attorney
can also include any provisions which the directors decide on for the
protection and convenience of anybody dealing with the attorney. The
power of attorney can also allow the attorney to sub-delegate any or
all of his power, authority or discretion to any other person.
117 BORROWING POWERS
So far as the COMPANIES ACTS allow, the directors can exercise all the
powers of the COMPANY TO:
- borrow money;
- issue (subject to the provisions of the COMPANIES ACTS
regarding authority to allot debentures convertible into
SHARES) debentures and other securities; and
- give any form of:
- guarantee; and
- security, either outright or as collateral and over
all or any of the COMPANY'S undertaking, property and
uncalled capital,
for any debt, liability or obligation of the COMPANY or of any
third party.
118 BORROWING RESTRICTIONS
118.1 The directors must:
- limit the BORROWINGS of the COMPANY and
- exercise all voting and other rights or powers of control
exercisable by the COMPANY in relation to its SUBSIDIARY
UNDERTAKINGS
- to ensure that the total amount of all BORROWINGS by the GROUP
outstanding at any time will not exceed 1.5 times the ADJUSTED
TOTAL OF CAPITAL AND RESERVES at such time.
This limitation on BORROWINGS will only affect SUBSIDIARY UNDERTAKINGS
to the extent that the directors can restrict the borrowings of the
SUBSIDIARY UNDERTAKINGS by exercising the rights or powers of control
which the COMPANY has over its SUBSIDIARY UNDERTAKINGS. The COMPANY may
consent in advance to exceeding the borrowing limit by passing an
ordinary resolution at a General Meeting.
118.2 In this Article:
GROUP means the COMPANY and its SUBSIDIARY UNDERTAKINGS for the time
being;
ADJUSTED TOTAL OF CAPITAL AND RESERVES means the aggregate of the share
capital and reserves as shown in the latest audited consolidated
balance sheet of the GROUP (including the amount PAID UP or credited as
PAID UP on the issued share capital of the COMPANY, the share premium
account, capital redemption reserve, profit and loss account and other
reserves included within the GROUP'S equity SHAREHOLDERS' funds) (the
"RESERVES") but:
- adjusted as appropriate in respect of any variation to the
PAID UP share capital or reserves since the date of the latest
audited consolidated balance sheet as recorded within the
monthly management accounting records of the GROUP prepared in
accordance with the accounting bases and principles applied in
the preparation of its latest audited consolidated balance
sheet;
- adding any amount which has been deducted at any time from the
RESERVES of the GROUP for goodwill arising on consolidation
either by direct charge to RESERVES or by charge to the
GROUP'S consolidated profit and loss account; and
- making such other adjustments (if any) as the auditors of the
COMPANY consider appropriate.
BORROWINGS means the aggregate amount of all liabilities and
obligations of the GROUP which in accordance with the accounting bases
and principles of the GROUP are treated as borrowings in the latest
audited consolidated balance sheet of the GROUP but:
- adjusted as appropriate in respect of any variation to
borrowings since the date of the latest audited consolidated
balance sheet as recorded within the monthly management
accounting records of the GROUP prepared in accordance with
the accounting bases and principles applied in its latest
audited consolidated balance sheet;
- excluding any borrowings under finance or structured tax lease
arrangements to the extent matched as part of those
arrangements by deposits of cash or cash equivalent
investments which are treated by the creditor concerned as
available to reduce its net exposure; and
- making such other adjustments (if any) as the auditors of the
COMPANY consider appropriate.
118.3 The determination of the COMPANY'S auditors as to the amount of the
ADJUSTED TOTAL OF CAPITAL AND RESERVES and the total amount of
BORROWINGS at any time shall be conclusive and binding on all concerned
and for the purposes of their computation the COMPANY'S auditors may at
their discretion make such further or other adjustments (if any) or
determinations as they think fit. Nevertheless the directors may act in
reliance on a bona fide estimate of the amount of the ADJUSTED TOTAL OF
CAPITAL AND RESERVES and the total amount of BORROWINGS at any time and
if in consequence the borrowing limit is inadvertently exceeded an
amount of borrowings equal to the excess may be disregarded until the
expiration of three months after the date on which by reason of a
determination of the COMPANY'S auditors or otherwise the directors
became aware that such a situation has or may have arisen.
118.4 No lender or other person dealing with the GROUP need be concerned
whether the borrowing limit is observed. No debt incurred or security
given in breach of the borrowing limit will be invalid or ineffective
unless the lender or the recipient of the security had express notice
at the time when the debt was incurred or security given, that the
limit had been or would as a result be breached.
ALTERNATE DIRECTORS
119 ALTERNATE DIRECTORS
119.1 Any director may appoint any person (including another director) to act
in his place (such person is called an ALTERNATE DIRECTOR). Such
appointment requires the approval of the directors, unless the proposed
ALTERNATE DIRECTOR is another director. A director appoints an
ALTERNATE DIRECTOR by delivering a signed appointment (or in any other
manner which has been approved by the directors) to the REGISTERED
OFFICE. An ALTERNATE DIRECTOR need not be a SHAREHOLDER.
119.2 The appointment of an ALTERNATE DIRECTOR ends if the director
appointing him ceases to be a director, unless that director retires at
a General Meeting at which he is re-elected under Article 93.1. A
director can also remove his alternate by delivering a signed notice
(or doing something else which has been approved by the directors)
delivered to the REGISTERED OFFICE. An ALTERNATE DIRECTOR can also be
removed as an alternate by a resolution of the directors.
119.3 An ALTERNATE DIRECTOR is entitled to receive notices of directors'
meetings once he has given the COMPANY an address, electronic address
or fax number to which notices may be served on him. He is entitled to
attend and vote as a director at any such meeting at which the director
appointing him is not personally present and generally at such meeting
to perform all functions of the director appointing him as a director.
If he is himself a director or attends any such meeting as an alternate
for more than one director, he will have one vote for each director for
whom he acts as an alternate, in addition to his own vote as a
director. However, he may not be counted more than once for the
purposes of the quorum. If his appointor is temporarily unable to act
through ill health or disability his signature to any resolution in
writing of the directors is as effective as the signature of his
appointor.
119.4 If the directors decide to allow this, Article 119.3 also applies in a
similar fashion to any meeting of a committee of which his appointor is
a member.
119.5 An ALTERNATE DIRECTOR shall be an officer of the COMPANY and shall
alone be responsible to the COMPANY for his own actions and mistakes.
Except as said in this Article 119, an ALTERNATE DIRECTOR:
- does not have power to act as a director;
- is not considered to be a director for the purposes of the
ARTICLES;
- is not considered to be the agent of his appointor; and
- cannot appoint an ALTERNATE DIRECTOR.
119.6 Subject to the COMPANIES ACTS, an ALTERNATE DIRECTOR is 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 as if he were a director. However, he is
not entitled to receive from the COMPANY as ALTERNATE DIRECTOR any PAY,
except only such part (if any) of the PAY otherwise payable to his
appointor as such appointor may direct the COMPANY in writing to pay to
his alternate.
THE SECRETARY
120 THE SECRETARY AND DEPUTY AND ASSISTANT SECRETARIES
120.1 The SECRETARY is appointed by the directors. The directors decide on
the terms and period of his appointment so long as allowed to do so by
the COMPANIES ACTS. The directors can also remove the SECRETARY, but
this does not affect any claim for damages against the COMPANY for
breach of any contract between him and the COMPANY.
120.2 The directors can also appoint one or more people to be deputy or
assistant secretary. Anything which the COMPANIES ACTS allow to be done
by or to the SECRETARY can, if there is no SECRETARY, or he is for any
reason not capable of doing what is required of him, also be done by or
to any deputy or assistant secretary. If there is no deputy or
assistant secretary capable of acting, the directors can appoint any
officer to do what would be required of the deputy or assistant
secretary.
120.3 Anything which the COMPANIES ACTS allow to be done by or to a director
and the SECRETARY, cannot be done by or to one person acting as both a
director and a SECRETARY.
THE SEAL
121 THE SEAL
121.1 The directors are responsible for arranging for the COMMON SEAL and any
SECURITIES SEAL to be kept safely. The COMMON SEAL and any SECURITIES
SEAL can only be used with the authority of the directors or of a
committee authorised by the directors to use it. The SECURITIES SEAL
can be used only for sealing securities issued by the COMPANY in
CERTIFICATED FORM and sealing documents creating or evidencing
securities issued by the COMPANY.
121.2 Subject to the provisions of these ARTICLES which relate to share
certificates, every document which is sealed using the COMMON SEAL must
be signed personally by:
- one director and the SECRETARY; or
- two directors; or
- any other persons who are authorised to do so by the
directors.
121.3 Where a signature is required to witness the COMMON SEAL, the directors
may decide that the individual need not sign the document personally
but that his signature may be printed on it mechanically,
electronically or in any other way the directors approve.
121.4 Securities and documents which have the SECURITIES SEAL stamped on them
do not need to be signed unless the directors or the COMPANIES ACTS
require this.
121.5 The directors can use all the powers given by the COMPANIES ACTS
relating to official seals for use abroad.
121.6 Certificates for debentures or other securities of the COMPANY may be
printed in any way and may be sealed and/or signed for in any manner
allowed by these ARTICLES.
121.7 As long as it is allowed by the COMPANIES ACTS, any document signed by
one director and the SECRETARY or by two directors and expressed to be
entered into by the COMPANY shall have the same effect as if it had
been made effective by using the COMMON SEAL. However no document which
states that it is intended to have effect as a deed shall be signed in
this way without the authority of the directors or of a committee
authorised by the directors to give such authority.
AUTHENTICATING DOCUMENTS
122 ESTABLISHING THAT DOCUMENTS ARE GENUINE
122.1 Any director, or the SECRETARY, has power to identify as genuine any of
the following and to certify copies or extracts from them as true
copies or extracts:
- any documents relating to the COMPANY'S constitution;
- any resolutions passed by the SHAREHOLDERS or any class of
SHAREHOLDERS, or by the directors or by a committee of the
directors; and
- any books, documents, records or accounts which relate to the
COMPANY'S business.
The directors can also delegate this power to other people.
122.2 When any books, documents, records or accounts are not kept at the
REGISTERED OFFICE, the officer of the COMPANY who has custody of them
is treated as a person who has been authorised by the directors to
identify them as genuine and to provide certified copies or extracts
from them.
122.3 A document which appears to be a copy of a resolution or an extract
from the minutes of any meeting, and which is certified as a copy or
extract as described in Article 122.1 or 122.2 is conclusive evidence
for anyone who deals with the COMPANY on the strength of the document
that:
- the resolution has been properly passed; or
- the extract is a true and accurate record of the proceedings
of a valid meeting.
RESERVES
123 SETTING UP RESERVES
The directors can, before recommending any dividend, set aside any
profits of the COMPANY and hold them in a reserve. The directors can
decide to use these sums for any purpose for which the profits of the
COMPANY can lawfully be used. Sums held in a reserve can either be
employed in the business of the COMPANY or be invested. The directors
can divide the reserve into separate funds for particular purposes and
alter the funds into which the reserve is divided. The directors can
also carry forward any profits without holding them in a reserve.
DIVIDENDS
124 NO DIVIDENDS ARE PAYABLE EXCEPT OUT OF PROFITS
124.1 No dividend can be paid otherwise than out of profits available for
distribution under the COMPANIES ACTS.
124.2 The profits of the COMPANY which are determined to be distributed will
be used in the payment of dividends to SHAREHOLDERS in accordance with
their respective rights and priorities.
125 FINAL DIVIDENDS
The directors may recommend the amount of any final dividend. The
SHAREHOLDERS can then declare dividends by passing an ordinary
resolution, but the amount declared cannot exceed the amount
recommended by the directors.
126 FIXED AND INTERIM DIVIDENDS
126.1 If the directors consider that the profits of the COMPANY justify such
payments, they can pay:
- fixed dividends on any class of SHARES carrying a fixed
dividend on the dates fixed for the payment of those
dividends; and
- interim dividends on SHARES of any class of any amounts and on
any dates and for any period which they decide.
126.2 If the directors act in good faith, they are not liable to any
SHAREHOLDERS for any loss they may suffer because a lawful dividend has
been paid under this Article on other SHARES which rank equally with or
behind their SHARES.
127 DIVIDENDS NOT IN CASH
If the directors recommend this, SHAREHOLDERS can pass an ordinary
resolution to direct all or part of a dividend to be paid by
distributing specific assets (and in particular PAID-UP SHARES or
debentures of any other COMPANY) rather than cash. The directors must
give effect to that resolution. Where any difficulty arises on the
distribution and valuation of the assets, the directors can settle it
as they decide. In particular, they can:
- issue fractional certificates;
- value assets for distribution purposes;
- pay cash of a similar value to adjust the rights of persons
entitled to the dividend; and/or
- transfer any assets to trustees for persons entitled to the
dividend.
128 CALCULATION AND CURRENCY OF DIVIDENDS
128.1 All dividends will be divided and paid in proportions based on the
amounts which have been PAID-UP on the SHARES during any period for
which the dividend is paid. Sums which have been PAID-UP in advance of
calls do not count in calculating the amount of a dividend to be paid
on a SHARE. If the terms on which any SHARE is issued provide that such
SHARE will be entitled to a dividend as if it were a fully PAID-UP, or
partly PAID-UP, SHARE from a particular date (in the past or the
future), it will be entitled to a dividend on this basis. This Article
applies unless the RIGHTS attached to any SHARES, or the terms of any
SHARES, provide otherwise.
128.2 Unless the RIGHTS attached to any SHARES, or the terms of any SHARES,
or the ARTICLES provide otherwise, a dividend, or any other money
payable in respect of any SHARE, can be paid to a SHAREHOLDER in
whatever currency the directors decide, using an appropriate exchange
rate selected by the directors for any currency conversions which are
required.
129 DEDUCTING AMOUNTS OWING FROM DIVIDENDS AND OTHER MONEY
If A SHAREHOLDER owes any money for calls on SHARES, or money relating
in any other way to SHARES, the directors can deduct any of this money
(as long as it is immediately payable) from:
- any dividend on any SHARES held by the SHAREHOLDER; or
- any other money payable by the COMPANY in connection with the
SHARES.
Money deducted in this way can be used to pay amounts owed to the
COMPANY in connection with the SHARES.
130 PAYMENTS TO SHAREHOLDERS
130.1 Any dividend or other money payable in cash (whether in STERLING or
foreign currency) relating to a SHARE can be paid:
- by cheque or warrant or any other similar financial instrument
made payable to the SHAREHOLDER who is entitled to it and sent
direct to his registered address or, in the case of joint
SHAREHOLDERS, to the SHAREHOLDER who is first named in the
REGISTER and sent direct to his registered address, or to
someone else named in a written instruction from the
SHAREHOLDER (or from all joint SHAREHOLDERS);
- in the case of SHARES in UNCERTIFICATED FORM, by the use of a
RELEVANT SYSTEM;
- by inter-bank transfer or other electronic means to an account
named in a written instruction from the person receiving the
payment; and/or
- in some other way agreed between the SHAREHOLDER (or all joint
SHAREHOLDERS) and the COMPANY.
130.2 For joint SHAREHOLDERS, the COMPANY can rely on a receipt for a
dividend or other money paid on SHARES from any one of them.
130.3 Cheques and warrants are sent, and payment in any other way is made, at
the risk of the people who are entitled to the money. The COMPANY is
treated as having paid a dividend if such a cheque or warrant is
cleared or if a payment using a RELEVANT SYSTEM or bank transfer or
other electronic means is made in accordance with instructions given by
the COMPANY. The COMPANY will not be responsible for a payment which is
lost or delayed.
130.4 The COMPANY will not pay interest on any dividend or other money due to
a SHAREHOLDER in respect of his SHARES, unless the RIGHTS of the SHARES
provide otherwise.
131 RECORD DATES FOR PAYMENTS AND OTHER MATTERS
Any dividend or distribution on SHARES of any class can be paid to the
holder or holders of the SHARES shown on the REGISTER, at the close of
business on whatever day may be provided in the resolution declaring
the dividend or providing for the distribution. The dividend or
distribution will be based on the number of SHARES registered on that
day. This Article applies whether what is being done is the result of a
resolution of the directors or a resolution passed
at a General Meeting. The date can be before any relevant resolution
was passed. This Article does not affect the rights to the dividend or
distribution as between past and present SHAREHOLDERS.
132 DIVIDENDS WHICH ARE NOT CLAIMED
132.1 If a dividend has not been claimed for one year after the passing of
either the resolution passed at a General Meeting declaring that
dividend or the resolution of the directors providing for payment of
that dividend, the directors may invest the dividend or use it in some
other way for the benefit of the COMPANY until the dividend is claimed.
If the directors pay unclaimed dividends into a separate account, the
COMPANY will not be a trustee of the money and will not be liable to
pay any interest on it. If a dividend has not been claimed for 12 years
after either the passing of the relevant resolution either declaring
that dividend or providing for payment of that dividend, it will be
forfeited and belong to the COMPANY again.
132.2 The COMPANY can stop paying dividends by cheque, warrant or other
payment order if cheques, warrants or other payment orders for two
dividends in a row are sent back or not cashed. The COMPANY must start
paying dividends in this way again if the SHAREHOLDER or a person
automatically entitled to the SHARES by law.
- claims those dividends in writing (before they are forfeited
under Article 132.1); and
- does not tell the COMPANY to start paying future dividends in
some other way.
133 WAIVER OF DIVIDENDS
Where a SHAREHOLDER wants to waive his entitlement to all or any part
of a dividend, he may do so by delivering a letter to that effect,
signed by him, to the COMPANY. If appropriate, the letter may be signed
by whoever has become automatically entitled to the SHARES by law. For
the waiver to be effective, the COMPANY must accept the letter and act
on it. The COMPANY may, however, decline to act on the letter and
continue to pay dividends to the SHAREHOLDER accordingly.
CAPITALISING RESERVES
134 CAPITALISING RESERVES
134.1 Subject to any special rights attaching to any class of SHARES, The
SHAREHOLDERS can pass an ordinary resolution to allow the directors to
change into capital any sum which:
- is part of any of the COMPANY'S reserves (including premiums
received when any SHARES were issued, capital redemption
reserves or other undistributable reserves); or
- the COMPANY is holding as undistributed profits.
134.2 Unless the ordinary resolution states otherwise the directors will use
the sum which is changed into capital for the ORDINARY SHAREHOLDERS on
the REGISTER at the close of business on the day the resolution is
passed (or another date stated in the resolution or fixed as stated in
the resolution). The sum set aside must be used to pay up in full
SHARES of the COMPANY and to allot such SHARES and distribute them to
holders of ORDINARY SHARES as bonus SHARES in proportion to their
holdings of ORDINARY SHARES at the time. The SHARES can be ORDINARY
SHARES or, if the rights of other existing SHARES allow this, SHARES of
some other class.
134.3 If any difficulty arises in operating this Article, the directors can
resolve it in any way which they decide. For example they can deal with
entitlements to fractions of a SHARE. They can decide that the benefit
of fractions of a SHARE belongs to the COMPANY or that fractions of a
SHARE are ignored or deal with fractions of a SHARE in some other way.
134.4 The directors can appoint any person to sign any contract with the
COMPANY on behalf of those who are entitled to SHARES under the
resolution. Such a contract is binding on all concerned.
SCRIP DIVIDENDS
135 ORDINARY SHAREHOLDERS CAN BE OFFERED THE RIGHT TO RECEIVE EXTRA SHARES
INSTEAD OF CASH DIVIDENDS
135.1 The directors can offer ORDINARY SHAREHOLDERS the right to choose to
receive extra ORDINARY SHARES, which are credited as fully PAID-UP,
instead of some or all of their cash dividend. Before they can do this,
the SHAREHOLDERS must have passed an ordinary resolution authorising
the directors to make this offer.
135.2 The ordinary resolution can apply to a particular dividend or dividends
(whether declared or not). Alternatively, it can apply to some or all
of the dividends which may be declared or paid in a specified period.
The specified period must end no later than five years after the
ordinary resolution is passed.
135.3 The directors can offer ORDINARY SHAREHOLDERS or persons automatically
entitled by operation of law the right to request new ORDINARY SHARES
instead of cash for:
- the next dividend; or
- all future dividends (if SHARES are made available as an
alternative to a cash dividend), until they tell the COMPANY
that they no longer wish to receive new ORDINARY SHARES.
The directors can also allow ORDINARY SHAREHOLDERS to choose between
these alternatives.
135.4 An ORDINARY SHAREHOLDER opting for new SHARES is entitled to ORDINARY
SHARES whose total RELEVANT VALUE is as near as possible to the cash
dividend (disregarding any tax credit) he would have received, but no
greater than such cash dividend.
135.5 The RELEVANT VALUE of an ORDINARY SHARE is a value calculated in the
manner set out in the ordinary resolution or, if the ordinary
resolution does not set out how the RELEVANT VALUE of an ORDINARY SHARE
is to be calculated, then the RELEVANT VALUE of an ORDINARY SHARE is
the average value of the ORDINARY SHARES for the five dealing days
starting from, and including, the day when the SHARES are first quoted
"ex dividend". This average value is worked out from the average middle
market quotations for the ORDINARY SHARES on the LONDON STOCK EXCHANGE,
as published in its Daily Official List. A certificate or report from
the COMPANY'S auditors as to the amount of the RELEVANT VALUE will be
conclusive evidence of that amount.
135.6 After the directors have decided to apply this Article to a dividend,
they must notify eligible ORDINARY SHAREHOLDERS in writing (or where
the COMPANIES ACTS permit, by ELECTRONIC MAIL) of their right to choose
new ORDINARY SHARES. This notice should also set out the procedure by
which the ORDINARY SHAREHOLDERS must notify the COMPANY if they wish to
receive new ORDINARY SHARES. Where ORDINARY SHAREHOLDERS have already
chosen to receive new ORDINARY SHARES in place of all cash future
dividends, if new ORDINARY SHARES are available,
the COMPANY will not notify them of a right to receive new ORDINARY
SHARES. Instead, the COMPANY will remind them that they have already
chosen to receive new ORDINARY SHARES and explain to them how to tell
the COMPANY if they wish to start receiving cash dividends again.
135.7 The directors can set a minimum number of ORDINARY SHARES in respect of
which the right to choose new ORDINARY SHARES can be exercised. No
ORDINARY SHAREHOLDER or person who is automatically entitled to an
ORDINARY SHARE by law will receive a fraction of a SHARE. The directors
can decide how to deal with any fractions left over and the COMPANY
can, if the directors decide, receive the benefit of any or all of
these.
135.8 The directors can exclude or restrict the right to choose new ORDINARY
SHARES, or make any other arrangements where they decide that:
- this is necessary or convenient to deal with any legal or
practical problems in relation to holders of ORDINARY SHARES
with registered addresses in any particular territory under
the laws of any territory, or requirements of any recognised
regulatory body or stock exchange in any territory; or
- special formalities would otherwise apply in connection with
the offer of new ORDINARY SHARES (including ORDINARY SHARES
being represented by AMERICAN DEPOSITARY SHARES); or
- it would be impractical or unduly onerous to give the right to
any ORDINARY SHAREHOLDER or that for some other reason the
offer should not be made to them.
135.9 If an ORDINARY SHAREHOLDER chooses to receive new ORDINARY SHARES, no
dividend on the ORDINARY SHARES for which he has chosen to receive new
ORDINARY SHARES (which are called the ELECTED SHARES), will be declared
or payable. Instead, new ORDINARY SHARES will be allotted on the basis
set out earlier in this Article. To do this the directors will convert
into capital a sum equal to the total nominal value of the new ORDINARY
SHARES to be allotted. They will use this sum to pay up in full the
appropriate number of new ORDINARY SHARES. These will then be allotted
and distributed to the holders of the ELECTED SHARES as set out above.
The sum to be converted into capital can be taken from any amount which
is then in any reserve or fund (including the share premium account,
any capital redemption reserve and the profit and loss account).
Article 134 applies to this process, so far as it is consistent with
this Article 135.
135.10 The new ORDINARY SHARES rank equally in all respects with the existing
fully PAID-UP ORDINARY SHARES at the time the new ORDINARY SHARES are
allotted. The new ORDINARY SHARES are not entitled to share in the
dividend from which they arose or any other dividend or distribution or
other entitlement which has been declared, made or paid or is payable
by reference to such record date or earlier record date.
135.11 Unless the directors decide otherwise or the CREST REGULATIONS or the
rules of a RELEVANT SYSTEM require otherwise, any new ORDINARY SHARES
which an ORDINARY SHAREHOLDER has chosen to receive instead of some or
all of his cash dividend will be:
- SHARES in UNCERTIFICATED FORM if the corresponding elected
SHARES were UNCERTIFICATED SHARES on the record date for that
dividend; and
- SHARES in CERTIFICATED FORM if the corresponding elected
SHARES were SHARES in CERTIFICATED FORM on the record date for
that dividend.
135.12 The directors can decide that new ORDINARY SHARES will not be available
in place of any cash dividend. They can decide this at any time before
new ORDINARY SHARES are allotted in place of such dividend, whether
before or after ORDINARY SHAREHOLDERS have chosen to receive new
ORDINARY SHARES.
135.13 The directors have the power to do all acts and things they consider
necessary to give effect to this Article.
ACCOUNTS
136 ACCOUNTING AND OTHER RECORDS
136.1 The directors must make sure that proper accounting records that comply
with the COMPANIES ACTS are kept. These records must explain the
COMPANY'S transactions and show its financial position at any time with
reasonable accuracy.
136.2 The directors must, in accordance with the COMPANIES ACTS, ensure that
the profit and loss accounts, balance sheets, group accounts (if any)
and reports specified in the COMPANIES ACTS are prepared and laid
before the COMPANY at a General Meeting.
136.3 The auditors' report must be laid before the COMPANY in General Meeting
and must be open for inspection as required by the COMPANIES ACTS.
137 LOCATION AND INSPECTION OF RECORDS
137.1 The accounting records must be kept:
- at the REGISTERED OFFICE; or
- at any other place which the COMPANIES ACTS allow and the
directors decide on.
137.2 The COMPANY'S officers always have the right to inspect the accounting
records.
137.3 No SHAREHOLDER (other than a SHAREHOLDER who is also an officer) has
any right to inspect any books or papers of the COMPANY unless:
- the COMPANIES ACTS or a proper court order give him that
right; or
- the directors authorise him to do so; or
- he is authorised by an ordinary resolution to do so.
138 SENDING COPIES OF ACCOUNTS AND OTHER DOCUMENTS
138.1 This Article applies to every directors' and auditors' report and
balance sheet and profit and loss account to be laid before the
SHAREHOLDERS at a General Meeting with any other document which the
COMPANIES ACTS requires to be attached to these.
138.2 Copies of the documents set out in Article 138.1 must be delivered or
sent by post to the SHAREHOLDERS and debenture holders at their
registered addresses and to all other people to whom the ARTICLES, or
the COMPANIES ACTS or the requirements of the UK LISTING AUTHORITY or
the LONDON STOCK EXCHANGE (or of any other stock exchange on which all
or any of the SHARES of the COMPANY have been admitted for listing)
require the COMPANY to send them. This must be done at least 21 days
before the relevant General Meeting. However, the COMPANY need not send
these documents to SHAREHOLDERS who are sent summary financial
statements in accordance with the COMPANIES ACTS.
138.3 SHAREHOLDERS or debenture holders who are not sent copies of the above
documents in Article 138.2 can receive a copy free of charge by
applying to the COMPANY at the REGISTERED OFFICE.
138.4 If permitted by the COMPANIES ACTS and agreed to by the SHAREHOLDER,
the documents set out in this Article may be delivered by ELECTRONIC
MAIL.
AUDITORS
139 ACTS OF AUDITORS
The directors must appoint auditors for the COMPANY. The duties of the
auditors will be regulated in accordance with the COMPANIES ACTS. So
far as the COMPANIES ACTS allow, the actions of a person acting as an
auditor are valid in favour of anyone dealing with the COMPANY in good
faith, even if there was some defect in the person's appointment or
qualification to act as an auditor.
140 AUDITORS AT GENERAL MEETINGS
The COMPANY'S auditor can attend any General Meeting. He can speak at
General Meetings on any business which is relevant to him as auditor.
NOTICES
141 SERVING AND DELIVERING NOTICES AND OTHER DOCUMENTS
141.1 The COMPANY can serve or deliver any offer, notice or other document,
including a share certificate, on or to a SHAREHOLDER:
- personally;
- by posting it in a letter (with postage paid) to the
SHAREHOLDER'S registered address or by causing it to be left
at that address in some other way; or
- So far as the COMPANIES ACTS allow (and except in relation to
share certificates), by ELECTRONIC MAIL to an electronic
ADDRESS or fax number in the UNITED KINGDOM notified by the
SHAREHOLDER in writing. This includes notifying the
SHAREHOLDER by ELECTRONIC MAIL that the offer, notice or other
document has been published and is available at a specified
web site address with details of how it may be accessed.
141.2 If the COMPANY cannot effectively call a General Meeting by sending
notices through the post, because the post is suspended or restricted
in the UNITED KINGDOM, the directors can call the General Meeting by
publishing a notice in at least one UNITED KINGDOM national newspaper.
Notice published in this way will be treated as being properly served
on SHAREHOLDERS who are entitled to receive it at noon on the day when
the advertisement first appears. If it becomes possible to use the post
again more than seven days before the General Meeting, the COMPANY must
send confirmation of the notice by post.
141.3 Any notice given by the COMPANY to its SHAREHOLDERS (except for a
notice convening a SHAREHOLDERS' MEETING) can (if it is not possible to
send a notice by post) be sufficiently given by placing an
advertisement of the notice once in at least one national newspaper.
141.4 However, Articles 141 to 146 do not affect any provision of the
COMPANIES ACTS requiring offers, notices or documents to be served in a
particular way.
142 NOTICES TO JOINT HOLDERS
When a notice or document is to be given to joint SHAREHOLDERS it must
be given to the joint SHAREHOLDER who is listed first on the REGISTER
for the SHARE or SHARES, but ignoring any joint SHAREHOLDER without a
UNITED KINGDOM address under Article 143. A notice given in this way is
treated as given to all of the joint holders.
143 NOTICES FOR SHAREHOLDERS WITH FOREIGN ADDRESSES
This Article applies to a SHAREHOLDER whose address on the REGISTER is
outside the UNITED KINGDOM. He can give the COMPANY a UNITED KINGDOM
address where notices or documents can be served on him. If he does, he
is entitled to have notices or documents served on him at that address.
Otherwise, he is not entitled to receive any notices from the COMPANY.
144 WHEN NOTICES ARE SERVED
144.1 If a notice or document is delivered or served by hand, it is treated
as being delivered or served at the time it is handed to the
SHAREHOLDER or left at his registered address.
144.2 If a notice or document is sent through the post, it is treated as
being served or delivered at the expiration of 24 hours after it was
posted in the UNITED KINGDOM.
144.3 It can be proved conclusively that a notice or other document was
served by post by showing that the envelope containing the notice or
document was:
- properly addressed and
- put into the post and sent with postage prepaid.
144.4 To the extent permitted by the COMPANIES ACTS and these ARTICLES a
notice or document sent by ELECTRONIC MAIL is treated as being served
or delivered at the expiration of two hours from the time on the day it
was sent. It can be proved, subject to the COMPANIES ACTS, that a
notice or other document was served or delivered by the COMPANY by
ELECTRONIC MAIL by showing that it was sent in accordance with the
formal recommendations of best practice contained in the guidance
issued by the Institute of Chartered Secretaries and Administrators.
144.5 If a notice is given by advertisement, it is treated as being served or
delivered on the day on which the advertisement appears.
145 SERVING NOTICES AND DOCUMENTS ON SHAREHOLDERS WHO HAVE DIED OR ARE
BANKRUPT
This Article applies where a SHAREHOLDER has died, or become bankrupt
or has become of unsound mind, but is still registered as a
SHAREHOLDER. It applies whether he is registered as a sole or joint
SHAREHOLDER. If any notice, or other document, is served on the
SHAREHOLDER named on the REGISTER, or sent to him in accordance with
the ARTICLES, this will be valid despite his death or bankruptcy or
becoming of unsound mind. This applies even if the COMPANY knew about
these things. If notices or documents are served or sent in accordance
with this Article, there is no need to send them to, or serve them in
any other way on any other people who may be involved.
146 IF DOCUMENTS ARE ACCIDENTALLY NOT SENT
If any notice, or other document relating to any meeting or other
proceeding, is accidentally not sent, or is not received, the meeting
or other proceeding will not be invalid as a result.
MINUTES AND RECORDS
147 MINUTES
147.1 The directors must ensure that minutes are entered in books kept for
the purpose of:
- all appointments of officers made by the directors;
- the names of the directors present at each directors' meeting
and of any committee of the directors;
- all resolutions and proceedings at all General Meetings of the
COMPANY, the holders of any class of SHARES in the COMPANY,
the directors and any committees of the directors;
and every director present at any directors' meeting or committee
meeting must sign his name in a book to be kept for that purpose.
147.2 If any such minute purports to be signed by the chairman of the meeting
at which the proceedings took place or by the chairman of the next
succeeding meeting this shall be conclusive evidence of the
proceedings.
148 AVAILABILITY OF RECORDS FOR INSPECTION AND NOTIFYING THE REGISTRAR OF
COMPANIES
148.1 The COMPANY must keep and make available for inspection as required by
the COMPANIES ACTS:
- a register of the directors and SECRETARY which must include
all information required by the COMPANIES ACTS (and from time
to time the COMPANY must notify the registrar of companies of
changes to the register and the date of the change in the
manner required by the Acts);
- copies and memoranda of directors' service contracts with the
COMPANY and any of its SUBSIDIARIES,
- a register of directors' interests in SHARES or debentures of
the COMPANY or any other body corporate, being the COMPANY'S
SUBSIDIARY or holding company or a SUBSIDIARY of the COMPANY'S
holding company. This register must be produced and remain
open at each Annual General Meeting; and
- a register for recording information relating to interests in
the share capital of the COMPANY.
148.2 The directors must ensure that a register is kept in accordance with
the COMPANIES ACTS of all charges specifically affecting property of
the COMPANY and of all floating charges relating to assets or property
of the COMPANY, and the directors must comply with the COMPANIES ACTS
in relation to registration of charges.
WINDING UP
149 DIRECTORS' POWER TO PETITION
The directors can present a petition to the Court in the name and on
behalf of the COMPANY for the COMPANY to be wound up.
150 DISTRIBUTION OF ASSETS IN KIND
If the COMPANY is wound up (whether the liquidation is voluntary, under
supervision of the Court, or by the Court) the liquidator can, with the
authority of an extraordinary resolution passed by the SHAREHOLDERS and
any other sanction required by the COMPANIES ACTS, divide among the
SHAREHOLDERS the whole or any part of the assets of the COMPANY. This
applies whether the assets consist of property of one kind or different
kinds. For this purpose, the liquidator can place whatever value he
considers fair upon any property and decide how the division is carried
out as between SHAREHOLDERS or different classes of SHAREHOLDERS. The
liquidator can also, with the authority of an extraordinary resolution
passed by the SHAREHOLDERS and any other sanction required by the
COMPANIES ACTS, transfer any part of the assets to trustees upon any
trusts for the benefit of SHAREHOLDERS which the liquidator decides.
However no past or present SHAREHOLDER can be compelled to accept any
SHARES or other securities under this Article which carry a liability.
DESTROYING DOCUMENTS
151 DESTROYING DOCUMENTS
151.1 The COMPANY can destroy all:
- forms of transfer of SHARES, and documents sent to support a
transfer, and any other documents which were the basis for
making an entry on the REGISTER, after six years from the date
of registration;
- dividend payment instructions and notifications of a change of
address or name, after two years from the date these were
registered; and
- cancelled share certificates, one year after the date they
were cancelled.
151.2 A document destroyed in accordance with Article 151.1 is conclusively
treated as having been a valid and effective document in accordance
with the COMPANY'S records relating to the document. Any action of the
COMPANY in dealing with the document in accordance with its terms
before it was destroyed is conclusively treated as properly taken.
151.3 Articles 151.1 and 151.2 only apply to documents which are destroyed in
good faith and if the COMPANY has not been informed that keeping the
documents is relevant to any claim.
151.4 For documents relating to SHARES in UNCERTIFICATED FORM, the COMPANY
must also comply with any rules (as defined in the CREST REGULATIONS)
which limit its ability to destroy these documents.
151.5 This Article does not make the COMPANY liable if it:
- destroys a document earlier than referred to in Article 151.1;
or
- would not be liable if this Article did not exist.
151.6 This Article applies whether a document is destroyed or disposed of in
any other manner.
INDEMNITY AND INSURANCE
152 INDEMNITY
152.1 So far as the COMPANIES ACTS allow, every director, SECRETARY or other
officer of the COMPANY shall be indemnified by the COMPANY out of its
own funds against all costs, charges, losses, expenses and liabilities
incurred by him:
- in performing or omitting to perform his duties; and/or
- in exercising or omitting to exercise his powers; and/or
- in purporting to do any of these things; and/or
- otherwise in relation to or in connection with his duties,
powers or office.
152.2 So far as the COMPANIES ACTS allow, every director, SECRETARY or other
officer of the COMPANY is exempted from any liability to the COMPANY
where that liability would be covered by the indemnity in Article
152.1.
153 INSURANCE
153.1 For the purpose of this Article each of the following is a RELEVANT
COMPANY:
- THE COMPANY;
- any holding company of the COMPANY;
- any COMPANY in which the COMPANY or its holding company or any
of the predecessors of the COMPANY or of its holding company
has or had any interest, whether direct or indirect; and
- any COMPANY which is in any way allied to or associated with
the COMPANY, or any SUBSIDIARY UNDERTAKING of the COMPANY or
such other COMPANY.
153.2 Without limiting Article 152 in any way, the directors can arrange for
the COMPANY 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; or
- trustees of any pension fund or employees' share scheme in
which employees of any RELEVANT COMPANY are interested.
This includes, for example, insurance against any liability incurred by
them for any act or omission:
- in performing or omitting to perform their duties; and/or
- in exercising or omitting to exercise their powers; and/or
- in claiming to do any of these things; and/or
- otherwise in relation to their duties, powers or offices.
SHARE WARRANTS
154 ISSUE OF SHARE WARRANTS
154.1 The COMPANY can issue SHARE WARRANTS which state that the bearer of the
SHARE WARRANT ("BEARER") is entitled to the SHARES specified in the
SHARE WARRANT. THE COMPANY can only do this in a way which is allowed
under the COMPANIES ACTS and in Articles 154 to 161. SHARE WARRANTS can
provide for the payment of future dividends and other distributions
relating to the SHARES. Payment can be made by exchanging coupons which
can be attached to the SHARE WARRANTS, or in any other way which the
directors determine.
154.2 The BEARER of a SHARE WARRANT is entitled to the number of SHARES which
are specified in it. These SHARES can be transferred by one person
delivering the SHARE WARRANT to another.
154.3 Subject to Article 154.2, the provisions of the ARTICLES relating to
share certificates and transferring SHARES do not apply to SHARE
WARRANTS.
154.4 Each SHARE WARRANT must be issued under the SEAL.
154.5 The directors can decide on the language and form of, and the number of
SHARES represented by, each SHARE WARRANT.
155 DIRECTORS CAN ACCEPT A CERTIFICATE INSTEAD OF A SHARE WARRANT
155.1 The directors can accept a certificate from the persons referred to in
Article 155.2 stating that they hold SHARE WARRANTS on behalf of
someone named in the certificate as proof of matters set out in such
certificate. The certificate will be in such form as the directors
decide (including details of the number of SHARES to which the SHARE
WARRANT relates).
155.2 The only people who may deliver a certificate to the COMPANY are the
ADR DEPOSITARY or any bank or agent which has been appointed by the
COMPANY. For the purposes of Articles 154 to 160, the COMPANY can treat
the deposit of the certificate as though the SHARE WARRANT itself had
been deposited at the TRANSFER OFFICE.
155.3 As long as the certificate is in a form agreed by the directors, the
COMPANY does not need to make any further enquiry into the accuracy of
the information contained in the certificate.
166 REQUESTING A SHARE WARRANT
156.1 A SHARE WARRANT will only be issued if a SHAREHOLDER requests in
writing that a SHARE WARRANT is issued for some or all of the SHARES
which are registered in his name.
156.2 The request must be addressed to the directors at the TRANSFER OFFICE.
The directors can specify the form of the request, and can require that
evidence is sent with the request to prove the identity of the person
making the request and his right to the SHARES. The directors do not
have to agree to this request.
156.3 Where a SHAREHOLDER requests that SHARE WARRANTS are issued in relation
to SHARES registered in his name, and there are share certificates in
respect of those SHARES, a SHARE WARRANT will only be issued once the
share certificates have been delivered to the TRANSFER OFFICE for
cancellation.
156.4 A person who requests a SHARE WARRANT (including a person requesting a
SHARE WARRANT in the circumstances described in Article 157) is
responsible (and will re-imburse the COMPANY) for all and any stamp
duties, stamp duty reserve tax, bearer instrument duty, taxes, charges,
fees, interest and penalties payable in connection with the issue of
the SHARE WARRANTS. This Article 156.4 applies unless the person
requesting the SHARE WARRANT agrees otherwise with the COMPANY.
157 REPLACING SHARE WARRANTS
157.1 If a SHARE WARRANT is damaged or defaced, the BEARER can request a new
one, once he returns the damaged or defaced SHARE WARRANT to the
directors at the TRANSFER OFFICE. Once any payments of the types
described in Article 156.4 are made (if any), a new SHARE WARRANT will
be issued.
157.2 If a SHARE WARRANT is said to have been lost, stolen or destroyed, the
directors can issue a replacement (although they do not have to do so).
The directors can require satisfactory evidence of the loss, theft or
destruction, an indemnity, the payment of any exceptional out of pocket
expenses, and payments of the types described in Article 156.4 before
issuing a replacement.
157.3 The Bearer can ask the directors to cancel his existing SHARE WARRANT
and replace it with two (or more) SHARE WARRANTS which together
represent the same number of SHARES which the original single SHARE
WARRANT represented. The directors do not have to comply with this
request. If they do, the BEARER will have to surrender his original
SHARE WARRANT and can be required by the directors to make any payments
of the types described in Article 156.4 before the new SHARE WARRANTS
are issued.
158 RIGHTS OF THE BEARER
158.1 The BEARER (or a person who has deposited his SHARE WARRANT in
accordance with Article 158.2 or if the directors so decide, Article
155.2) shall be entitled to the same rights and be subject to the same
obligations as those to which he would be entitled or subject if he
were the registered holder of the SHARES to which the SHARE WARRANT
relates. This is subject to the provisions of Articles 154 to 161.
158.2 Where a BEARER deposits his SHARE WARRANT, together with a written
declaration giving his name and address, at the TRANSFER OFFICE (or
some other place specified by the directors) he has certain rights at
any General Meeting provided that such SHARE WARRANT is deposited at
least 48 hours in advance of such meeting. For as long as the SHARE
Warrant remains so deposited, the person who deposited it will have the
following rights as if he were the registered holder from the time of
deposit of the SHARES specified in the SHARE WARRANT at a General
Meeting:
- the right to sign a form requiring a General Meeting;
- the right to give notice of his intention to submit a
resolution at a General Meeting;
- the right to attend, speak and vote, appoint a proxy and
exercise the other rights of a SHAREHOLDER at a General
Meeting.
158.3 Any SHARE WARRANT which is deposited in accordance with Article 158.2
must remain deposited until the end of the General Meeting at which the
person who deposited the SHARE WARRANT desires to attend or be
represented.
158.4 If a person presents a SHARE WARRANT at the TRANSFER OFFICE, the
COMPANY is entitled to assume that this person is the owner of the
SHARE WARRANT. The COMPANY can pay dividends or moneys relating to the
SHARES specified in the SHARE WARRANT which are due to this person
either to such person or to an account specified by him. If the COMPANY
does this, it shall have performed its obligation to pay that dividend
or those moneys.
159 BEARERS OF SHARE WARRANTS PARTICIPATING IN SECURITIES OFFERS
159.1 In the case of a SECURITIES OFFER, there is no need to contact any
Bearer individually. Instead, all the COMPANY need do is advertise the
details of the SECURITIES OFFER in a leading UNITED KINGDOM national
daily newspaper (and any other newspapers the directors decide on).
159.2 If, following the publication of the advertisement referred to above,
the BEARER deposits the SHARE WARRANT (or, if appropriate, the coupon
attached to the SHARE WARRANT) at the TRANSFER OFFICE (or some other
place mentioned in the advertisement), within the time limit set out in
the SECURITIES OFFER, he shall have the same right to participate in
the SECURITIES OFFER as if he were the registered holder of the SHARES
specified in the SHARE WARRANT.
159.3 For the purposes of this Article, a SECURITIES OFFER means an offer of
SHARES, securities or debentures to SHAREHOLDERS or any class of
SHAREHOLDERS, or a proposed issue of SHARES pursuant to Article 134.
160 COMMUNICATIONS WITH BEARERS OF SHARE WARRANTS
160.1 In the case of any communication (for example, a notice of General
Meeting, a circular or annual report) with SHAREHOLDERS, there is no
need for the COMPANY to contact any BEARER individually. Instead, all
the COMPANY need do is advertise the communication in a leading UNITED
KINGDOM national daily newspaper (and any other newspapers the
directors decide on), giving an address where copies of the
communication may be obtained by the BEARER.
160.2 The COMPANY must communicate with the BEARER in a different way, if the
LONDON STOCK EXCHANGE requires this.
161 ISSUING SHARES TO WHICH THE SHARE WARRANT RELATES
161.1 The BEARER can ask to be registered as a SHAREHOLDER (or that another
person be so registered) in respect of all or any of the SHARES
specified in the SHARE WARRANT. In order to do so he must deposit at
the TRANSFER OFFICE (or another place specified by the directors):
- the SHARE WARRANT; and
- a signed declaration in a form agreed by the directors which
sets out the names and addresses of the persons, and the
numbers of SHARES, in whose name he wishes such SHARES to be
registered.
161.2 The COMPANY will comply with a request made in accordance with Article
161.1 only upon the payment (or reimbursement) by the BEARER of all and
any stamp duties, stamp duty reserve tax, bearer instrument duty,
taxes, charges, fees, interest and penalties payable in connection with
the issue of the SHARES. The COMPANY may, however, agree that any such
taxes or costs do not have to be paid by the BEARER.
161.3 If the COMPANY complies with a request made in accordance with Article
161.1, the person named in the declaration will be entitled to have his
name entered as a member in the REGISTER in respect of the SHARES
specified in the declaration and to receive a share certificate for
them.
161.4 If the declaration does not deal with all the SHARES to which the SHARE
WARRANT relates, a new SHARE WARRANT for the remaining SHARES will be
issued, without charge, to the person who
deposited the old SHARE WARRANT. The new SHARE WARRANT will only be
issued upon the cancellation of the old SHARE WARRANT.
ADR DEPOSITARY
162 ADR DEPOSITARY CAN APPOINT PROXIES
162.1 The ADR DEPOSITARY can appoint more than one person to be its proxy. As
long as the appointment complies with the requirements in Article
162.2, the appointment can be made in any way and on any terms which
the ADR DEPOSITARY thinks fit. Each person appointed in this way is
called an APPOINTED PROXY.
162.2 The appointment must set out the number of SHARES in relation to which
an APPOINTED PROXY is appointed. This number is called the APPOINTED
NUMBER. The APPOINTED NUMBERS of all APPOINTED PROXIES appointed by the
ADR DEPOSITARY, when added together, must not be more than the number
of DEPOSITARY SHARES (as calculated in Article 162.3).
162.3 The DEPOSITARY SHARES attributable to the ADR DEPOSITARY consist of the
total of the number of SHARES:
- registered in the name of the ADR DEPOSITARY;
- represented by SHARE WARRANTS which have been deposited by the
ADR DEPOSITARY with the COMPANY in accordance with Article
158; and
- represented by SHARE WARRANTS which are set out in a
certificate from the ADR DEPOSITARY accepted by the directors
in accordance with Article 155.
163 The ADR DEPOSITARY MUST KEEP A PROXY REGISTER
163.1 The ADR DEPOSITARY must keep a register of the names and addresses of
all the APPOINTED PROXIES. This is called the PROXY REGISTER. The PROXY
REGISTER will also set out the APPOINTED NUMBER of SHARES of each
APPOINTED PROXY. This can be shown by setting out the number of
AMERICAN DEPOSITARY RECEIPTS which each APPOINTED PROXY holds and
stating that the APPOINTED NUMBER of SHARES can be ascertained by
multiplying the said number of AMERICAN DEPOSITARY RECEIPTS by such
number which for the time being is equal to the number of SHARES which
any one AMERICAN DEPOSITARY RECEIPT represents.
163.2 The ADR DEPOSITARY must let anyone whom the directors nominate inspect
the PROXY REGISTER during usual business hours on a WORKING DAY. The
ADR DEPOSITARY must also provide, as soon as possible, any information
contained in the PROXY REGISTER if it is demanded by the COMPANY or its
agents.
164 APPOINTED PROXIES CAN ONLY ATTEND GENERAL MEETINGS IF PROPERLY
APPOINTED
An Appointed Proxy may only attend a General Meeting if he provides the
COMPANY with written evidence of his appointment by the ADR DEPOSITARY
for that General Meeting. This must be in a form agreed between the
directors and the ADR DEPOSITARY.
165 RIGHTS OF APPOINTED PROXIES
Subject to the COMPANIES ACTS and these ARTICLES and so long as the
DEPOSITARY SHARES are sufficient to include an APPOINTED PROXY'S
APPOINTED NUMBER:
- at a General Meeting which an APPOINTED PROXY is entitled to
attend, he is entitled to the same rights and has the same
obligations in relation to his APPOINTED NUMBER of SHARES as
if the ADR DEPOSITARY was the registered holder of such SHARES
and he had been validly appointed in accordance with Articles
76, 77 and 78 by the ADR DEPOSITARY as its proxy in relation
to those SHARES; and
- an APPOINTED PROXY can himself appoint another person to be
his proxy in relation to his APPOINTED NUMBER of SHARES, as
long as the appointment is made and deposited in accordance
with Articles 76, 77 and 78 and, if it is, the provisions of
these ARTICLES will apply to such an appointment as though the
APPOINTED PROXY was the registered holder of such SHARES and
the appointment was made by him in that capacity.
166 SENDING INFORMATION TO AN APPOINTED PROXY
The COMPANY can send to an APPOINTED PROXY at his address in the PROXY
REGISTER all the same documents which are sent to SHAREHOLDERS.
167 THE COMPANY CAN PAY DIVIDENDS TO AN APPOINTED PROXY
The COMPANY can pay to an APPOINTED PROXY at his address in the PROXY
REGISTER all dividends or other moneys relating to the APPOINTED
PROXY'S APPOINTED NUMBER of SHARES instead of paying this amount to the
ADR DEPOSITARY. If the COMPANY does this, it will not have any
obligation to make this payment to the ADR DEPOSITARY as well.
168 THE PROXY REGISTER MAY BE FIXED AT A CERTAIN DATE
168.1 In order to determine which persons are entitled as APPOINTED PROXIES
to:
- exercise the rights conferred by Article 165;
- receive documents sent pursuant to Article 166; and
- be paid dividends pursuant to Article 167
and the APPOINTED NUMBER of SHARES in respect of which a person is to
be treated as having been appointed as an APPOINTED PROXY for such
purpose, the ADR DEPOSITARY may determine that the APPOINTED PROXIES
who are entitled are the persons entered in the PROXY REGISTER at the
close of business on a date (a "RECORD DATE") determined by the ADR
DEPOSITARY in consultation with the COMPANY.
168.2 When a RECORD DATE is determined for a particular purpose:
- the APPOINTED NUMBER of SHARES in respect of an APPOINTED
PROXY will be treated as the number appearing against his name
in the PROXY REGISTER as at the close of business on the
RECORD DATE;
- this can be shown by setting out the number of AMERICAN
DEPOSITARY RECEIPTS which each APPOINTED PROXY holds and
stating that the number of SHARES can be ascertained by
multiplying the said number of AMERICAN DEPOSITARY RECEIPTS by
such number which for the time being is equal to the number of
SHARES which any one AMERICAN DEPOSITARY RECEIPT represents;
and
- changes to entries in the PROXY REGISTER after the close of
business on the RECORD DATE will be ignored in determining the
entitlement of any person for the purpose concerned.
169 THE NATURE OF AN APPOINTED PROXY'S INTEREST
Except as required by the COMPANIES ACTS, NO APPOINTED PROXY will be
recognised by the COMPANY as holding any interest in SHARES upon any
trust. Except for recognising the rights given in relation to General
Meetings by appointments made by APPOINTED PROXIES pursuant to Article
165, the COMPANY is entitled to treat any person entered in the PROXY
REGISTER as an APPOINTED PROXY as the only person (other than the ADR
DEPOSITARY) who has any interest in the SHARES in respect of which the
APPOINTED PROXY has been appointed.
170 VALIDITY OF THE APPOINTMENT OF APPOINTED PROXIES
170.1 If any question arises as to whether any particular person or persons
has or have been validly appointed to vote (or exercise any other
right) in respect of any SHARES (for example because the total number
of SHARES in respect of which appointments are recorded in the PROXY
REGISTER is more than the number of DEPOSITARY SHARES) this question
will, if it arises at or in relation to a General Meeting be determined
by the chairman of the General Meeting. His decision (which can include
declining to recognise a particular appointment or appointments as
valid) will, if made in good faith, be final and binding on all persons
interested.
170.2 If a question of the type described in Article 170.1 arises in any
circumstances other than at or in relation to a General Meeting, the
question will be determined by the directors. Their decision (which can
include declining to recognise a particular appointment or appointments
as valid) will also, if made in good faith, be final and binding on all
persons interested.
GLOSSARY
ABOUT THE GLOSSARY
This glossary is to help readers understand the COMPANY'S Articles of
Association. Words are explained as they are used in the ARTICLES - they might
mean different things in other documents. The glossary is not legally part of
the ARTICLES, and it does not affect their meaning. The definitions are intended
to be a general guide - they are not precise.
ABROGATE If the special rights of a SHARE are abrogated, they are cancelled or
withdrawn.
ACCRUE If interest is accruing, it is running or mounting up, day by day.
ADJOURNED In relation to a SHAREHOLDERS' MEETING, means that the meeting has
come to an end for the time being, to be continued at a later time or day, at
the same or a different place and adjourned and adjourn shall be construed
accordingly.
AGENT A person who has been appointed to act for another person.
ALLOT When new SHARES are allotted, they are set aside for the person they are
intended for. This will normally be after the person has agreed to pay for a new
SHARE, or has become entitled to a new SHARE for any other reason. As soon as a
SHARE is allotted, that person gets the right to have his name put on the
register of SHAREHOLDERS. When he has been registered, the SHARE has also been
issued.
ALLOTTEE A person to whom a SHARE is allotted (see renunciation).
ASSET Any property of any description which is of any value to its owner.
ATTORNEY An attorney is a person who has been appointed to act for another
person in a particular way. The person is appointed by a formal document, called
a power of attorney.
AUTOMATICALLY ENTITLED TO A SHARE BY LAW In some situations, a person will be
entitled to have SHARES which are registered in somebody else's name registered
in his own name. Or he can require the SHARES to be transferred to another
person. When a SHAREHOLDER dies, or the sole survivor of joint SHAREHOLDERS
dies, his personal representatives have this right. If a SHAREHOLDER is made
bankrupt, his trustee in bankruptcy has the right.
BENEFICIAL INTEREST A person on whose behalf or for whose benefit a trustee
holds SHARES has a beneficial interest in those SHARES.
BROKERAGE Commission which is paid to a broker by a COMPANY issuing SHARES,
where the broker's clients have applied for SHARES.
CALL A call to pay money which is due on SHARES which has not yet been paid.
This happens if the COMPANY issues SHARES which are partly paid, where money
remains to be paid to the COMPANY for the SHARES. The money which has not been
paid can be "called" for. If all the money to be paid on a SHARE has been paid,
the SHARE is called a fully paid SHARE.
CAPITALISE To convert some or all of the reserves of a COMPANY into capital
(such as SHARES).
CAPITAL REDEMPTION RESERVE A reserve of funds which a COMPANY may have to set up
to ensure that the COMPANY'S capital base remains the same when SHARES are
redeemed or bought back. It is equivalent to the amount by which the COMPANY'S
issued share capital is reduced by the redemption or purchase.
CASUAL VACANCY A vacancy amongst the directors which occurs by reason of the
death, resignation or disqualification of a director, or from the failure of an
elected director to accept his appointment, or for any other reason except the
retirement of a director in accordance with the ARTICLES.
CHARGE See lien and charge.
COMPANY REPRESENTATIVE If a COMPANY owns SHARES, it can appoint a COMPANY
REPRESENTATIVE to attend a SHAREHOLDERS' MEETING to speak and vote for it.
CONSOLIDATE When SHARES are consolidated, they are combined with other SHARES.
For example, every three (pound)1 SHARES might be consolidated into one new
(pound)3 SHARE.
CUMULATIVE DIVIDENDS If a dividend which is cumulative cannot be paid in one
year because the COMPANY does not have enough profits to cover the payment, the
SHAREHOLDER has the right to receive the dividend in a future year, when the
COMPANY has enough profits to pay the dividend. Compare this with a
non-cumulative dividend.
DEBENTURE A typical debenture is a type of long-term borrowing by a COMPANY. The
loan usually has to be repaid at a fixed date in the future, and carries a fixed
rate of interest.
DECLARE Generally, when a final dividend is declared, it becomes due to be paid.
DIVIDEND ARREARS Any dividend arrears. This includes any dividends on SHARES
with cumulative rights which could not be paid, but which have been carried
forward.
DIVIDEND WARRANT A dividend warrant is similar to a cheque for a dividend.
DOCUMENTS OF TITLE The documents which show that a person owns something (for
example, a share certificate).
EX-DIVIDEND When a SHARE goes "ex-dividend", a person who buys it will not be
entitled to the dividend which has been declared shortly before he bought it.
When a SHARE has gone "ex-dividend", the seller is entitled to this dividend,
even though it will be paid after he has sold his SHARE.
EXECUTED A document is executed when it is signed, or sealed or made valid in
some other way.
EXERCISE When a power is exercised, it is put to use.
EXTRAORDINARY RESOLUTION A decision reached by a majority of at least 75 per
cent, of votes cast. The COMPANIES ACT requires extraordinary resolutions to be
passed in certain situations.
FORFEIT When a SHARE is forfeited it is taken away from the SHAREHOLDER and
becomes the property of the COMPANY which can do with it as it likes. This
process is called "forfeiture". This can happen if a call on a partly-paid SHARE
is not paid on time.
FULLY-PAID SHARES When all of the money which is due to the COMPANY for a SHARE
has been paid, a SHARE is called a fully paid SHARE.
GOOD TITLE If a person has good title to a SHARE, he owns it outright.
HOLDING COMPANY A COMPANY which controls another COMPANY (for example by owning
a majority of its SHARES) is called the holding company of that other COMPANY.
The other COMPANY is the SUBSIDIARY of the holding company.
INDEMNITY If a person gives another person an indemnity, he promises to make
good any losses or damage which the other might suffer. The person who gives the
indemnity is said to "indemnify" the other person.
IN ISSUE See issue.
INSTRUMENTS Formal legal documents.
ISSUE When a share has been issued, everything has been done to make the
SHAREHOLDER the owner of the SHARE. In particular, the SHAREHOLDER'S name has
been put on the REGISTER of SHAREHOLDERS. Existing SHARES which have been issued
are "in issue".
LIABILITIES Debts and other obligations.
LIABLE JOINTLY AND SEVERALLY Where more than one person is liable jointly and
severally it means that any one of them may be sued, or they can all be sued
together.
LIEN AND CHARGE Where the COMPANY has a lien and charge over SHARES, it can take
the dividends, and any other payments relating to the SHARES which it has a
charge over, or it can sell the SHARES, to repay the debt and so on.
MEMBERS means SHAREHOLDERS.
NEGOTIABLE INSTRUMENT A document such as a cheque, which can be freely
transferred from one person to another.
NOMINAL VALUE The nominal value of the SHARE. The nominal value of the US$0.10
ORDINARY SHARES is US$0.10. This value is shown on the share certificate for a
SHARE, if there is one. When the COMPANY issues new SHARES this can be for a
price which is at a premium to the nominal value. When SHARES are bought and
sold on the stock market this can be for more, or less, than the nominal value.
The nominal value is sometimes also called the "par value".
NON-CUMULATIVE DIVIDENDS If a dividend which is non-cumulative cannot be paid in
one year because the COMPANY does not have enough profits available to cover the
payment, the SHAREHOLDER does not have the right to receive the dividend in a
future year. This is the opposite to a cumulative dividend.
OBJECTS OF A COMPANY The business activities that the COMPANY is authorised to
carry on. The COMPANY'S objects are set out in Clause 4 of its MEMORANDUM.
OFFICE COPY An exact copy of an official document, supplied by the office which
holds, or issued, the original.
ORDINARY RESOLUTION A decision reached by a simple majority of votes - that is
by more than 50 per cent, of the votes cast.
PAR VALUE See nominal value.
PARTLY PAID SHARES If any money remains to be paid on a SHARE, it is said to be
partly paid. The unpaid money can be "called" for.
PERSONAL REPRESENTATIVES A person who is entitled to deal with the property
("the estate") of a person who has died. If the person who has died left a valid
will, the will appoints "executors" who are personal representatives. If the
person died without a will, the courts will appoint one or more "administrators"
to be the personal representatives.
POLL A poll vote is usually a card vote but to the extent permitted by the
COMPANIES ACTS may be an electronic vote. On a poll vote, the number of votes
which a SHAREHOLDER has will depend on the number of SHARES which he owns. An
ORDINARY SHAREHOLDER has one vote for each SHARE he owns. A poll vote is
different to a show of hands vote, where each person who is entitled to vote has
just one vote, however many SHARES he owns.
POWER OF ATTORNEY A formal document which legally appoints one or more persons
to act on behalf of another person.
PRE-EMPTION RIGHTS The right of some SHAREHOLDERS which is given by the
COMPANIES ACT to be offered a proportion of certain classes of newly issued
SHARES and other securities before they are offered to anyone else. This offer
must be made on terms which are at least as favourable as the terms offered to
anyone else.
PREMIUM If the COMPANY issues a new SHARE for more than its nominal value (for
example because the market value is more than the nominal value), the amount
above the nominal value is the premium.
PROXY A proxy is a person who is appointed by a SHAREHOLDER to attend a
SHAREHOLDERS' MEETING and vote for that SHAREHOLDER. A proxy is appointed by
using a PROXY FORM. A proxy does not have to be a SHAREHOLDER. at a
SHAREHOLDERS' MEETING a proxy can vote on a poll and, if the ARTICLES permit, he
can also vote on a show of hands and speak.
PROXY FORM A form which a SHAREHOLDER uses to appoint a proxy to attend a
SHAREHOLDERS' MEETING and vote for him. The PROXY FORM must be delivered to the
COMPANY before the meeting to which it relates.
QUORUM The minimum number of SHAREHOLDERS or directors who must be present
before a meeting can start. When this number is reached, the meeting is said to
be "quorate".
RANK & RANKING When either capital or income is distributed to SHAREHOLDERS, it
is paid out according to the rank (or ranking) of the SHARES. For example, a
SHARE which ranks before (or ahead of) another SHARE in sharing in the COMPANY'S
income is entitled to have its dividends paid first, before any dividends are
paid on SHARES which rank behind (or after) it. If there is not enough income to
pay dividends on all SHARES, the available income must be used first to pay
dividends on SHARES which rank ahead, and then to SHARES which rank behind. The
same applies for repayments of capital. Capital must be paid first to SHARES
which rank ahead in sharing in the COMPANY'S capital, and then to SHARES which
rank behind. The COMPANY'S FIXED RATE SHARES rank ahead of its ORDINARY SHARES.
Where certain SHARES rank equally with other SHARES, both types of SHARES have
the same rights as each other.
RECOGNISED CLEARING HOUSE A "clearing house" which has been authorised to carry
on business by the UK authorities. A clearing house is a central computer system
for settling transactions between members of the clearing house.
RECOGNISED INVESTMENT EXCHANGE An "investment exchange" which has been
officially recognised by the UK authorities. An investment exchange is a place
where investments, such as SHARES, are traded. The LONDON STOCK EXCHANGE is a
recognised investment exchange.
REDEEM AND REDEMPTION When a SHARE is redeemed, it is effectively bought back by
the COMPANY in return for a sum of money (the "redemption price") which was
fixed before the SHARE was issued. This process is called redemption. A SHARE
which can be redeemed is called a "redeemable" SHARE.
RELEVANT SYSTEM This is a term used in the CREST REGULATIONS for a
computer-based system which allows SHARES without share certificates to be
transferred without using transfer forms. The CREST system for paperless share
dealing is a "RELEVANT SYSTEM".
RENUNCIATION Where a SHARE has been allotted, but no one has been entered on the
share register as the holder of the SHARE, it can be renounced by the allottee
to another person. This transfers the right to be registered as the holder of
the share to another person. This process is called renunciation.
REQUISITION A MEETING A formal process which SHAREHOLDERS can use to call a
SHAREHOLDERS' MEETING. Generally speaking the SHAREHOLDERS who want to call a
meeting must hold at least 10 per cent of the issued SHARES.
RESERVE FUND OR RESERVES A fund which has been set aside in the accounts of a
COMPANY. Profits which are not paid out to SHAREHOLDERS as dividends, or used up
in some other way, are held in a reserve fund by the COMPANY. The capital
redemption reserve and SHARE premium account are also reserve funds.
REVOKE To withdraw, or cancel.
RIGHTS ISSUE A way by which COMPANIES raise extra share capital. Usually the
existing SHAREHOLDERS will be offered the chance to buy a certain number of new
SHARES, depending on how many they already have. For example, SHAREHOLDERS may
be offered the chance to buy one new SHARE for every four they already have.
SECURITIES all SHARES, bonds and other investment instruments issued by a
COMPANY which entitle the holder to a SHARE in the profits or assets of that
COMPANY, to receive a cash payment from a COMPANY or to subscribe for such a
security.
SECURITIES SEAL A seal used to stamp the COMPANY'S securities as evidence that
the COMPANY has issued them. The COMPANY'S SECURITIES SEAL is like the COMPANY'S
COMMON SEAL but with the addition of the word "securities".
SHARE PREMIUM ACCOUNT If a new SHARE is issued by the COMPANY for more than its
nominal value (generally because the market value is more than the nominal
value) then the amount above the nominal value is the premium, and the total of
these premiums is held in a reserve fund (which cannot be used to pay dividends)
called the share premium account.
SHOW OF HANDS A SHAREHOLDER raises his hand to vote at a SHAREHOLDERS' MEETING
(unless there is a poll). Each person who is entitled to vote has just one vote,
however many SHARES he holds.
SPECIAL NOTICE This term is defined in Section 379 COMPANIES ACT 1985. Broadly,
if special notice of a resolution is required by the COMPANIES ACTS, the
resolution is not valid unless the COMPANY has been told about the intention to
propose it at least 28 days before the SHAREHOLDERS' MEETING at which it is
proposed (although in certain circumstances the meeting can be on a date less
than 28 days from the date of the notice).
SPECIAL RESOLUTION A decision reached by a majority of at least 75 per cent of
votes cast. SHAREHOLDERS must be given at least 21 days' notice of any special
resolution.
SPECIAL RIGHTS These are the RIGHTS of a particular class of SHARES, as distinct
from RIGHTS which apply to all SHARES generally. Typical examples of special
rights are where the SHARES rank, their rights to sharing in income and assets
and voting rights.
STATUTORY DECLARATION A formal way of declaring something in writing. Particular
words and formalities must be used - these are laid down by the Statutory
Declarations Act of 1835.
STOCK When SHARES are converted into stock the holder's interest in the COMPANY
is expressed by reference to a sum of money divided into transferable units. For
example, the interest of a
SHAREHOLDER with one hundred (pound)1 SHARES might be converted into L100 worth
of stock transferable in - units of (pound)1 each.
SUBDIVIDING SHARES When SHARES are subdivided they are split into SHARES which
have a smaller nominal value. For example, a (pound)1 SHARE might be subdivided
into two 50p SHARES.
SUBJECT TO Means that something else has priority, or prevails, or must be taken
into account. When a statement is subject to another statement this means that
the first statement must be read in the light of the other statement, which will
prevail if there is any conflict.
SUBORDINATE Where a right or interest is subordinated to something else, it
ranks behind it.
SUBSCRIBE FOR SHARES To agree to take new SHARES in a COMPANY (usually for a
cash payment).
SUBSCRIBERS TO SHARES The people who first acquire the SHARES.
SUBSIDIARY A COMPANY which is controlled by another COMPANY (for example because
the other COMPANY owns a majority of its SHARES) is called a SUBSIDIARY of that
COMPANY.
SUBSIDIARY UNDERTAKING This is a term used by the COMPANIES ACT. It is a wider
definition than SUBSIDIARY. Generally speaking it is a COMPANY which is
controlled by another COMPANY because the other COMPANY:
- has a majority of the votes in the COMPANY either alone, or acting with
others;
- is a SHAREHOLDER who can appoint or remove a majority of the directors;
or
- can exercise dominant influence over the COMPANY because of anything in
the COMPANY'S MEMORANDUM or ARTICLES, or because of a certain kind of
contract.
TAKEOVER OFFER An offer to acquire all the SHARES, or all the SHARES of any
class, in a COMPANY (except SHARES already held by the person making the offer).
The terms of the offer must be the same for all the SHARES to which the offer
relates. This is defined in more detail in the COMPANIES ACT 1985.
TRUSTEES People who hold property of any kind for the benefit of one or more
other people under a kind of arrangement which the law treats as a "trust". The
people whose property is held by the trustees are called the beneficiary.
UNDERWRITE A person who agrees to buy new SHARES if they are not bought by other
people underwrites the share offer.
UNINCORPORATED ASSOCIATIONS Associations, partnerships, societies and other
bodies which the law does not treat as a separate legal person to their members.
WARRANT See the definition of dividend warrant.
WIDER-RANGE INVESTMENTS The law restricts the investments which some trustees
can invest in. Where this restriction applies, the trustees can invest up to
three quarters of their funds in wider-range investments. These are, generally
speaking, SHARES which are quoted on the LONDON STOCK EXCHANGE, and which are
earning dividends.
WIND UP The formal process to put an end to a COMPANY. When a COMPANY is wound
up its assets are distributed. The assets go first to creditors, and then to
SHAREHOLDERS. SHARES which rank first in sharing in the COMPANY'S assets will
receive any funds which are left over before any SHARES which rank after (or
behind) them.
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