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Vodafone Group Public Ltd Co · F-3 · On 12/5/03 · EX-4.5

Filed On 12/5/03 12:05pm ET   ·   SEC File 333-110941   ·   Accession Number 1156973-3-1827

  in   Show  and 
  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

12/05/03  Vodafone Group Public Ltd Co      F-3                   11:243                                    Bowne of Europe/FA

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    451K 
 2: EX-1.1      Underwriting Agreement                                45    170K 
 3: EX-1.4      Underwriting Agreement                                41    168K 
 4: EX-4.5      Instrument Defining the Rights of Security Holders    83    341K 
 5: EX-5.1      Opinion re: Legality                                   4     18K 
 6: EX-5.2      Opinion re: Legality                                   5     15K 
 7: EX-8.2      Opinion re: Tax Matters                                2      8K 
 8: EX-12       Statement re: Computation of Ratios                    2±    17K 
 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 of Eligibility of Trustee                    5     23K 


EX-4.5   ·   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
"Vodafone Group Public Limited Company
12Reserves
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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
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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"
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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,
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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.
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(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
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Company Number: 1833679 THE COMPANIES ACTS 1948 TO 1985 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF VODAFONE GROUP PUBLIC LIMITED COMPANY
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TABLE OF CONTENTS [Enlarge/Download Table] 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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[Enlarge/Download Table] 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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[Download Table] ARTICLE NO. PAGE NO. 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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[Download Table] ARTICLE NO. PAGE NO. 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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[Enlarge/Download Table] ARTICLE NO. PAGE NO. 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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[Enlarge/Download Table] ARTICLE NO. PAGE NO. 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
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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. [Enlarge/Download Table] 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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[Enlarge/Download Table] 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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[Enlarge/Download Table] 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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[Enlarge/Download Table] 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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[Enlarge/Download Table] 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:
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- 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.
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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.
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- 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;
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- 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.
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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
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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
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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.
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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
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- 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.
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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.
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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