Incorporated on 21st May 2001 as Intercede 1723 limited;
name changed to NGG Finance limited on 24th July 2001 and NGG Finance plc on
30th July 2001.
Certified a true and correct
copy
___________________________ (D
C Forward- Secretary)
CERTIFICATE OF
INCORPORATION
ON RE-REGISTRATION OF PRIVATE
COMPANY
AS A PUBLIC
COMPANY
Company No.
4220381
The Registrar of Companies for England and Wales
hereby certifies that
NGG FINANCE
PLC
formerly registered as a private company
has this day been re-registered under the Companies Act 1985 as a public company
and that the company is limited.
Given at
Companies House, London, the 30th July 2001
3. The Company's
registered office is to be situated in England and
Wales.
4. The objects for which the Company is
established are:
4.1.1 to carry on all or any of the following
businesses: representatives, agents, factors, distributors, importers,
exporters, manufacturers and wholesale and retail dealers for and on behalf of
any company or as principals in and about every kind of marketable product,
process, materials and services of whatever description, and for these purposes
to negotiate and handle contracts and agreements of all kinds, to act as
representatives and agents of and for any individual, company, firm,
association, authority, organisation or other body in any part of the world and
for any purpose whatever, to tender for and to place contracts, investments and
other rights, to act for and to provide all minds of services, agencies and
consultancies to all or any parties or prospective parties to any contract or
other agreement, and to carry on business as advertising and publicity agents,
sales promoters, marketing and market research specialists, direct selling and
mail order specialists, exhibition and display contractors and promoters,
merchandising agents, warehousers, storers, packers, customs house brokers,
shipping and forwarding agents, clearing agents, wharfingers, insurance brokers,
carriers, hauliers and providers of all kinds of facilities in connection with
or ancillary to any of the above businesses;
_______________________
1The Company's name was changed from NGG Finance Limited by a special
resolution passed on 27th July 2001.
2The Company was re-registered as a public limited company pursuant to a special
resolution passed on 27th July 2001.
4.1.2 to carry on the business of an investment and
holding company and to invest and deal in shares, stocks, debentures and
securities of any kind issued or guaranteed by any body of whatever nature and
wheresoever constituted or carrying on business;
4.2 to employ the funds of the Company in the
development and expansion of the business of the Company and all or any of its
subsidiary or associated companies and in any other company whether now existing
or hereafter to be formed and engaged in any like business of the Company or any
of its subsidiary or associated companies or in any other industry ancillary
thereto or in any business which can conveniently be carried on in connection
therewith; to co-ordinate the administration, policies, management, supervising,
control, research, development, planning, manufacture, trading and any and all
other activities of, and to act as financial advisers and consultants to, any
company or companies or group of companies now or hereafter formed or
incorporated or acquired which may be or may become related or associated in any
way with the Company or with any company related or associated therewith and
either without remuneration or on such terms as to remuneration as may be
agreed;
4.3 to advance and lend money with or without security
and to guarantee the performance of the contracts or obligations or the
repayment of capital, principal, dividends, interest or premiums payable on any
stock, shares, securities or debentures of, or other investments in, any company
or person and in particular (but without limiting the generality of the
foregoing) of any company which is for the time being the Company's holding
company (as defined by section 736 Companies Act 1985) or another subsidiary (as
defined by that section) of the Company's holding company and to give all kinds
of indemnities;
4.4 to organise, incorporate, reorganise, finance, aid
and assist, financially or otherwise, companies, corporations, syndicates,
partnerships, associations and firms of all kinds and to underwrite or guarantee
the subscription of, shares, stocks, debentures, debenture stock, bonds, loans,
obligations, securities or notes of any kind, and to make and carry into effect
arrangements for the issue, underwriting, resale, exchange or distribution
thereof;
4.5 to carry on the business of land and property
developers of every and any description and to acquire by purchase, lease,
concession, grant, licence or otherwise such lands, buildings, leases,
underleases, rights, privileges, stocks, shares and debentures in public or
private companies, corporate or unincorporate, policies of insurance and other
such property as the Company may deem fit and shall acquire the same for the
purposes of investment and development and with a view to receiving the income
therefrom; and to enter into any contracts and other arrangements of all kinds
with persons having dealings with the Company on such terms and for such periods
of time as the Company may from time to time determine, on a commission or fee
basis or otherwise, and to carry on any other trade or business, whatever, of a
like and similar nature;
4.6 to carry on all kinds of promotion business and, in
particular, to form, constitute, float, lend money to, assist, manage and
control any companies, associations or undertakings whatsoever and to market,
advertise or promote goods, services, material (tangible or intangible) or any
other thing whatsoever;
4.7 to vary the investments and holdings of the Company
as may from time to time be deemed desirable;
4.8 to act as trustee of any kind including trustee of
any deeds constituting or securing any debentures, debenture stock or other
securities or obligations and to undertake and execute any trust or trust
business (including the business of acting as trustee under wills and
settlements), and to do anything that may be necessary or assist in the
obtaining of any benefit under the estate of an individual, and also to
undertake the office of executor, administrator, secretary, treasurer or
registrar or to become manager of any business, and to keep any register or
undertake any registration duties, whether in relation to securities or
otherwise;
4.9 to provide technical, cultural, artistic,
educational, entertainment or business material, facilities, information or
services and to carry on any business involving any such
provision;
4.10 to carry on the business of commission agents,
factors, general merchants and dealers in every description of goods, exporters
and importers, concessionaires, wholesale and retail traders, carriers,
warehousemen, designers, advertising contractors or agents, or trustees, brokers
or agents for any company;
4.11 to manufacture, develop, process, refine, repair,
purchase, sell, export, import, deal in or let on hire all kinds of goods,
substances, articles, services and material (tangible or intangible) of any kind
which may be advantageous to the Company or which any of the customers or other
companies having dealings with the Company may from time to time
require;
4.12 to provide services of any kind including the
carrying on of advisory, consultancy, brokerage and agency business of any
kind;
4.13 to acquire and carry on any business carried on by
a subsidiary or a holding company of the Company or another subsidiary of a
holding company of the Company;
4.14 to enter into any arrangements with any government
or authority or person and to obtain from any such government or authority or
person any legislation, orders, rights, privileges, franchises and concessions
and to carry out, exercise and comply with the same;
4.15 to purchase, take on lease or in exchange, hire,
renew, or otherwise acquire and hold for any estate or interest, and to sell,
let, grant licences, easements, options
and other rights over or otherwise deal
with or dispose of, in whole or in part, any lands, buildings, machinery,
rights, stock-in-trade, business concerns, choses in action, and any other real
and personal property of any kind including all of the assets of the Company and
to perform any services or render any consideration and to construct, equip,
alter and maintain any buildings, works and machinery necessary or convenient
for the Company's business and in each case for any consideration (including in
particular but without detracting from the generality of the foregoing for any
securities or for a share of profit or a royalty or other periodical or deferred
payment);
4.16 to enter into partnership or any other arrangement
for sharing profits or joint venture or co-operation with any company carrying
on, engaged in or about to carry on or engage in any business or transaction
capable of being conducted so as directly or indirectly to benefit the Company,
and to subsidise or otherwise assist any such company;
4.17 to invest money of the Company (or any of its
subsidiaries) in any investments and to hold, sell or otherwise deal with
investments or currencies or other financial assets and to carry on the business
of an investment company;
4.18 to lend or advance money or otherwise give credit
or provide financial accommodation to any company with or without security and
to deposit money with any company and to carry on the business of a banking,
finance or insurance company;
4.19 for any reason whatsoever to mortgage, charge,
pledge or otherwise secure, either with or without the Company receiving any
consideration or advantage, all or any part of the undertaking, property,
assets, rights and revenues present and future and uncalled capital of the
Company and to guarantee, indemnify or otherwise support or secure, either with
or without the Company receiving any consideration or advantage and whether by
personal covenant or by mortgaging, charging, pledging or otherwise securing all
or any part of the undertaking, property, assets, rights and revenues present
and future and uncalled capital of the Company or by any or all such methods or
by any other means whatsoever, the liabilities and obligations of any person,
firm or company including but not limited to any company which is for the time
being the holding company or a subsidiary undertaking (both as defined in the
Companies Act 1985 as amended) of the Company or of the Company's holding
company as so defined;
4.20 to borrow and raise money and accept money on
deposit and to secure or discharge any debt or obligation of or binding on the
Company or any other company and in particular by mortgaging or charging all or
any part of the undertaking, property and assets (present or future) and the
uncalled capital of the Company, or by the creation and issue, on such terms as
may be thought expedient, of securities of any description;
4.21 to undertake interest rate and currency swaps,
options, swap option contracts, forward exchange contracts, forward rate
agreements, futures contracts or other financial instruments including hedging
agreements and derivatives of any kind and all or any of which may be on a fixed
and/or floating rate basis and/or in respect of Sterling, any other currencies,
basket of currencies including but not limited to European Currency Units (as
the same may from time to time be designated or constituted) or commodities of
any kind and in the case of such swaps, options, swap option contracts, forward
exchange contracts, forward rate agreements, futures contracts or other
financial instruments including hedging agreements and derivatives of any kind
that may be undertaken by the Company on a speculative basis or
otherwise;
4.22 to undertake any transaction which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or combination of these
transactions and whether for the purposes of risk management, on a speculative
basis or otherwise;
4.23 to draw, make, accept, indorse, discount, execute,
issue, negotiate and deal in promissory notes, bills of exchange, shipping
documents and other instruments and securities (whether negotiable, transferable
or otherwise) and to buy, sell and deal in foreign currencies;
4.24 to buy, sell, export, manufacture and deal in all
kinds of goods, stores and equipment whether in connection with any of the above
activities or otherwise and to act as agents for all purposes;
4.25 to apply for, purchase or otherwise acquire any
patents, licences, concessions, privileges and like rights, conferring a
non-exclusive or exclusive or limited right to use, or any secret or other
information as to any invention which is capable of being used for any of the
purposes of the Company, or the acquisition of which may seem calculated
directly or indirectly to benefit the Company and to use, exercise, develop,
grant licences in respect of, or otherwise turn to account, the rights and
information so acquired;
4.26 to apply for and take out, purchase or otherwise
acquire, sell, licence, transfer, deal or trade in any way in trade marks and
names, service marks and names, designs, patents, patent rights, inventions,
secret processes, know-how and information and any form of intellectual property
and to carry on the business of an inventor, designer or research
organisation;
4.27 to sell, improve, manage, develop, lease, mortgage,
let, charge, dispose of, turn to account, or otherwise deal with all or any part
of the undertaking or property or rights of the Company, and to sell the
undertaking of the Company, or any part thereof for such consideration as the
Company may think fit, and in particular for cash, shares, debentures or
debenture stock or other obligations, whether fully paid or otherwise, of any
other company;
4.28 to issue and allot securities of the Company for
cash or in payment or part payment for any real or personal property purchased
or otherwise acquired by the Company or any services rendered to the Company or
as security for any obligation or amount (even if less than the nominal amount
of such securities) or for any other purpose;
4.29 to give any remuneration or other compensation or
reward for services rendered or to be rendered in placing or procuring
subscriptions of, or otherwise assisting in the issue of, any securities of the
Company or in or about the formation of the Company or the conduct or course of
its business, and to establish or promote, or concur or participate in
establishing or promoting, any company, fund or trust and to subscribe for,
underwrite, purchase or otherwise acquire securities of any company, fund or
trust and to carry on the business of company, fund, trust or business promoters
or managers and of underwriters or dealers in securities, and to act as director
of, and as secretary, manager, registrar or transfer agent for, any other
company;
4.30 to grant or procure the grant of donations,
gratuities, pensions, annuities, allowances, or other benefits, including
benefits on death, to any directors, officers or employees or former directors,
officers or employees of the Company or any company which at any time is or was
a subsidiary or a holding company of the Company or another subsidiary of a
holding company of the Company or otherwise associated with the Company or of
any predecessor in business of any of them, and to the relations, connections or
dependants of any such persons, and to other persons whose service or services
have directly or indirectly been of benefit to the Company or whom the board of
directors of the Company considers have any moral claim on the Company or to
their relations, connections or dependants, and to establish or support any
funds, trusts, insurances or schemes (including in particular but without
detracting from the generality of the foregoing any trust or scheme relating to
the grant of any option over, or other interest in, any share in the capital of
the Company or of any other company, or in any debenture or security of any
corporation or company, including the Company) or any associations,
institutions, clubs or schools, or to do any other thing likely to benefit any
such persons or otherwise to advance the interests of such persons or the
Company or its members, and to subscribe, guarantee or pay money for any purpose
likely, directly or indirectly, to further the interests of such persons or the
Company or its members or for any national, charitable, benevolent, educational,
social, public, general or useful object;
4.31 to promote or assist in promoting any company or
companies in any part of the world and to subscribe shares therein or other
securities thereof for the purpose of carrying on any business which the Company
is authorised to carry on, or for any other purpose which may seem directly or
indirectly calculated to benefit the Company;
4.32 to amalgamate with any other company in any manner
whatsoever (whether with or without a liquidation of the
Company);
4.33 to procure the Company to be registered or
recognised in any country or place in any part of the world;
4.34 to cease carrying on or wind-up any business or
activity of the Company, and to cancel any registration of and to wind-up or
procure the dissolution of the Company in any state or
territory;
4.35 to compensate for loss of office any directors or
other officers of the Company and to make payments to any persons whose office,
employment or duties may be terminated by virtue of any transaction in which the
Company is engaged;
4.36 to pay out of the funds of the Company the costs,
charges and expenses of and incidental to the formation and registration of the
Company, and any company promoted by the Company, and the issue of the capital
of the Company and any such other company and of and incidental to the
negotiations between the promoters preliminary to the formation of the Company,
and also all costs and expenses of and incidental to the acquisition by the
Company of any property or assets and of and incidental to the accomplishment of
all or any formalities which the Company may think necessary or proper in
connection with any of the matters aforesaid;
4.37 to effect insurances against losses, damages, risks
and liabilities of all kinds which may affect the Company or any subsidiary of
it or company associated with it or in which it is or may be
interested;
4.38 to purchase and maintain insurance for or for the
benefit of any persons who are or were at any time directors, officers,
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 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 powers and/or otherwise in relation to their duties, powers
or offices 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 purposes of this clause "holding company" and "subsidiary
undertaking" shall have the same meanings as in the Companies Act 1985 (as
amended);
4.39 to act as directors or managers of or to appoint
directors or managers of any subsidiary company or of any other company in which
the Company is or may be interested;
4.40 to contribute by donation, subscription, guarantee
or otherwise to any public, general, charitable, political or useful object
whatsoever;
4.41 to distribute among the members in cash, specie or
kind any property of the Company, or any proceeds of sale or disposal of any
property 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;
4.42 to do all or any of the above things in any part of
the world, and either as principals, agents, trustees, contractors or otherwise
and either alone or in conjunction with others, and either by or through agents,
sub-contractors, trustees, subsidiaries or otherwise;
4.43 to carry on any other activity and do anything of
any nature which in the opinion of the board of directors of the Company is or
may be capable of being conveniently carried on or done by the Company in
connection with the above, or may seem to the Company calculated directly or
indirectly to enhance the value of or render more profitable all or any part of
the Company's undertaking, property or assets or otherwise to advance the
interests of the Company or any of its members; and
4.44 to do all such things as in the opinion of the
board of directors of the Company are or may be incidental or conducive to the
above objects or any of them.
And it is hereby
declared that for the purposes of this clause:
(a) the word "company" shall (except where referring to
this Company) be deemed to include any person or partnership or other body of
persons, whether incorporated or not incorporated, and whether formed,
incorporated, resident or domiciled in the United Kingdom or
elsewhere;
(b) "associated companies" shall mean any two or more
companies if one has control of the other or others, or any person has control
of both or all of them;
(c) "securities" shall include any fully, partly or nil
paid or no par value share, stock, unit, debenture or loan stock, deposit
receipt, bill, note, warrant, coupon, right to subscribe or convert, or similar
right or obligation;
(d) "and" and "or" shall mean "and/
or";
(e) "other" and "otherwise" shall not be construed
ejusdem generis where a wider construction is possible; and
(f) the objects specified in each paragraph of this
clause shall, except if at all where otherwise expressed, 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 or the nature of any business carried on by the
Company or the order in which such objects are stated, but may be carried out in
as full and ample a manner and shall be construed in as wide a sense as if each
of the said paragraphs defined the objects of a separate, distinct and
independent company.
5. The liability of the members is
limited.
6. The share capital of the Company is £50,000
divided into 50,000 shares of £1 each.3
_______________________
3The
share capital was increased from £50,000 divided into 50,000 shares of
£1 each to £1,650,000 divided into 1,650,000 ordinary shares of
£1 each by a special resolution passed in writing on 18th March
2002.
The share capital was increased from
£1,650,000 divided into 1,650,000 ordinary shares of £1 each to
£1,650,000 and US$68,500,000 by the creation of 68,500,000 redeemable
preferences shares of US$1 each by a special resolution passed in writing on
18th March 2002.
The share capital was increased from
£1,650,000 divided into 1,650,000 ordinary shares of £1 each and
US$68,500,000 divided into 68,500,000 redeemable preference shares of US$1 each
to £1,650,000 divided into 1,650,000 ordinary shares of £1 each and
US$281,000,000 divided into 68,500,000 "Class A" redeemable preference shares of
US$1 each and 212,500,000 "Class B" redeemable preference shares of US$1 each by
the creation of 212,500,000 "Class B" redeemable preference shares of US$1
each by a special resolution passed in writing on 18th March
2003.
The share capital was increased
from £1,650,000 divided into 1,650,000 ordinary shares of £1 each and
US$281,000,000 divided into 68,500,000 "Class A" redeemable preference shares of
US$1 each and 212,500,000 "Class B" redeemable preference shares of US$1 each to
£[1,650,000 divided into 1,650,000 ordinary shares of £1 each and
US$513,616,413.60 divided into 68,500,000 "Class A" redeemable preference shares
of US$1 each and 212,500,000 "Class B" redeemable preference shares of US$1 each
and 2,326,164,136 "Class C" redeemable preference shares of US$0.10 each by a
special resolution passed in writing on 18th March
2004.
The share capital was increased
from £1,650,000 divided into 1,650,000 ordina1y shares of £1 each and
US$513,616,413.60 divided into 68,500,000 "Class A" redeemable preference shares
of US$1 each and 212,500,000 "Class B" redeemable preference shares of US$1
each and 2,326,164,136 "Class C" redeemable preference shares of US$0.10 each to
£5,000,000 divided into 5,000,000 ordinary shares of £1 each and
US$513,616,413.60 divided into 68,500,000 "Class A" redeemable preference shares
of US$1 each and 212,500,000 "Class B" redeemable preference shares of US$1 each
and 2,326,164,136 "Class C" redeemable preference shares of US$0.10 each
by the creation of'3,350,000 ordinary shares of £1 each by a special
resolution passed in writing on 30th March
2005.
The share capital was reduced
from £5,000,000 divided into 5,000,000 ordinary shares of £1 each and
US$513,616,413.60 divided into 68,500,000 "Class A" redeemable preference shares
of US$1 each and 212,500,000 "Class B" redeemable preference shares
of US$1 each and 2,326,164,136 "Class C" redeemable preference
shares of US$0.10 each to £5,000,000 divided into 5,000,000 ordinary shares
of £1 each by the cancellation of all the redeemable preference shares in
the authorised share capital of the Company by a special resolution made in
writing on 30th March 2005.
The person whose name and address is subscribed
wishes to form a Company pursuant to this Memorandum of Association, and agrees
to take the number of shares in the capital of the Company set opposite its
name.
NAME, ADDRESS AND NUMBER OF SHARES TAKEN
BY SUBSCRIBER
One
Mitre House Nominees
Limited Mitre House ]
60 Aldersgate Street London EC1A
4DD
Dated this 27th day of April
2001.
Witness to the above
signature:
Andrew
Boden Mitre House 160
Aldersgate Street London EC1A
4DD
Registered Number:
4220831
THE COMPANIES ACTS
NGG FINANCE
PLC (the
"Company") PUBLIC COMPANY LIMITED BY
SHARES
RESOLUTIONS IN WRITING
In accordance with Regulation 53 of Table A in the
Schedule to the Companies (Tables A to F) Regulations 1985 (as amended) as
incorporated in the Company's Articles of Association, we, the only members of
the Company who would, at the date of these resolutions, have been entitled to
vote upon them if they had been proposed at a general meeting at which we were
present HEREBY RESOLVE in writing as follows:
SPECIAL RESOLUTION
1. THAT the authorised share capital of the Company be
increased from £1,650,000 and US$513,616,413.60 to £5,000,000 and
US$513,616,413.60 by the creation of 3,350,000 ordinary shares of £1 each
in the capital of the Company, such ordinary shares to rank pari passu in all
respects with the existing ordinary shares of £1 each in the capital of the
Company.
ORDINARY RESOLUTION
2. THAT the directors be generally and unconditionally
authorised to exercise all powers of the Company to allot relevant securities
(within the meaning of section 80 Companies Act 1985) up to an aggregate nominal
amount of £3,350,000 (in substitution for any previous such authority which
is hereby revoked) provided that this authority shall expire on 29 March 2010
save that the Company may before such expiry make an offer or agreement which
would or might require relevant securities to be allotted after such expiry and
the directors may allot relevant securities in pursuance of such offer or
agreement as if the authority conferred hereby had not
expired.
SPECIAL RESOLUTIONS
3. THAT the directors be and are hereby empowered
pursuant to section 95 of the Act to allot equity securities (as defined in
section 94(2) of the Act) for cash pursuant to the general authority to allot
relevant securities conferred on them for the purposes of section 80 of the Act
by resolution 2 above as if the provisions of section 89(1) of the Act did not
apply to any such allotment provided that this power shall be limited to the
allotment of equity securities having, in the case of relevant shares, a nominal
amount or, in the case of other equity securities, giving the right to subscribe
for or convert into relevant shares having a nominal amount not exceeding, in
aggregate, the sum of up to £3,350,000 and shall expire on 29 March
2010.
4. THAT, subject to the redemption by the Company of all
the issued Class A Redeemable Preference Shares of US$1 each, Class B Redeemable
Preference Shares of US$1 each and Class C Redeemable Preference Shares of
US$0.10 each in the capital of the Company, all the Class A Redeemable
Preference Shares of US$1 each, Class B Redeemable Preference Shares of US$1
each and Class C Redeemable Preference Shares of US$0.10 each in the authorised
share capital of the Company be cancelled and the amount of the Company's
authorised share capital be diminished accordingly (the
"Cancellation").
5. THAT, subject to the Cancellation, the regulations
contained in the document attached (for the purpose of identification marked
"A") be approved and adopted with effect from the date of this resolution as the
Articles of Association of the Company in substitution for and to the exclusion
of the existing Articles of Association of the Company.
/s/ Malcolm
Cooper As authorised representative for
and on behalf of National
Grid Transco
plc Dated: 30 March
2005
/s/
As authorised representative for
and on behalf of National
Grid Eight
Limited Dated: 30 March
2005
/s/
As authorised representative for
and on behalf of NGT One
Limited Dated: 30 March 2005
/s/ As
authorised representative for and on behalf of NGT
Nominees Limited Dated:
30 March
2005
/s/ As
authorised representative for and on behalf of
National Grid Eleven
Limited Dated: 30 March
2005
Registered No:
4220381
"A"
The Companies
Acts
Public Company Limited by
Shares
ARTICLES OF
ASSOCIATION
of
NGG
FINANCE plc
(Adopted by a resolution passed in
writing on 30 March
2005)
CMS
Cameron McKenna Mitre
House 160 Aldersgate
Street London EC1A
4DD
Majority shareholders' right to appoint and remove
directors
6
23.
No age limit for directors
6
24.
No directors' shareholding
requirement
6
DISQUALIFICATION AND REMOVAL OF
DIRECTORS
7
25.
Disqualification
7
REMUNERATION OF DIRECTORS
7
26.
Ordinary remuneration and extra
remuneration
7
PROCEEDINGS OF DIRECTORS
7
27.
Notice to directors outside the United
Kingdom
7
28.
Directors as corporations
8
29.
Resolution in writing
8
30.
Participation at meetings by telephone
8
31.
Directors' interests
8
THE SEAL
9
32.
Sealing
9
33.
Execution of a document as a deed
9
34.
Official seal
9
NOTICES
9
35.
Form of notice
9
INDEMNITY
10
36.
Officers' indemnity
10
37.
Directors' power to purchase indemnity
insurance
10
The Companies
Acts Public Company Limited by
Shares
ARTICLES OF
ASSOCIATION of NGG
FINANCE plc
DEFINITIONS AND
INTERPRETATION
1. Definitions
In these Articles and the applicable regulations of
Table A (as defined below) the following words and expressions have the meanings
set opposite them:
"Act"
the Companies Act 1985 and any reference herein to any
provision of the Act shall be deemed to include a reference to any statutory
modification or re-enactment of that provision for the time being in
force
"Committee"
a committee of the board of directors of the Company
duly appointed pursuant to these Articles
"Statutes"
every statute (including any statutory instrument,
order, regulation or subordinate legislation made under it) for the time being
in force concerning companies and affecting the Company
"Table A"
Table A in the Schedule to the Companies (Tables A to F)
Regulations 1985 as amended by the Companies (Tables A to F) (Amendment)
Regulations 1985
Words importing the singular number include the plural
number and vice versa, words importing one gender include all genders and words
importing persons include bodies corporate and unincorporated associations.
Headings to these Articles are inserted for convenience and shall not affect
their construction.
-1-
2. Table A
The regulations contained in Table A shall apply to the
Company except in so far as they are excluded by or are inconsistent with these
Articles. Regulations 8, 24, 41,65,67,73 to 78 (inclusive), 80, 94 to 98
(inclusive), 101 and 118 of Table A shall not apply to the
Company.
SHARE CAPITAL
3. Shares
3.1 The authorised share capital of the Company at the
date of the adoption of these Articles is denominated into £5,000,000
divided into £5,000,000 ordinary shares of £1 each.
3.2 Whenever the capital of the Company is divided into
different classes of shares the special rights attached to any class may be
varied or abrogated either while the Company is a going concern or during or in
contemplation of a winding-up with the consent in writing of the holders of
three-fourths of the issued shares of the class or with the sanction of an
extraordinary resolution passed at a separate meeting of the holders of that
class, but not otherwise. To every such separate meeting all the provisions of
these Articles relating to general meetings of the Company or the proceedings
thereat shall apply mutatis mutandis except that the necessary quorum shall be
one person at least holding or representing by proxy one-third in nominal amount
of the issued shares of the class, any holder of shares of the class shall on a
poll have one vote in respect of every share of the class held by him and any
holder of shares of the class present in person or by proxy may demand a
poll.
4. Directors' power to allot shares
Subject to any direction to the contrary which may be
given by the Company in general meeting, the directors are unconditionally
authorised to allot, create, deal with or otherwise dispose of relevant
securities (within the meaning of section 80(2) of the Act) to such persons
(including any director) on such terms and at such time or times as they think
fit, provided that no shares shall be issued at a
discount.
5. Extent of directors' power to
allot shares
The maximum nominal amount of share capital which the
directors may allot or otherwise dispose of in accordance with article 4 shall
be the nominal amount of unissued share capital at the date of incorporation of
the Company or such other amount as shall be authorised by the Company in
general meeting.
-2-
6. Duration of directors' power to allot
shares
The authority conferred on the directors by articles 4
and 5 shall remain in force for a period of five years from the date of
incorporation of the Company and thereafter provided this authority is renewed
from time to time by the Company in general meeting in accordance with section
80 of the Act.
LIEN
7. Company's lien
The Company shall have a first and paramount lien on
every share for all monies (whether presently payable or not) called or payable
at a fixed time in respect of that share, and the Company shall also have a
first and paramount lien on all shares registered in the name of any person
(whether solely or jointly with others) for all monies owing to the Company from
him or his estate either alone or jointly with any other person whether as a
member or not and whether such monies are presently payable or not. The
directors may at any time declare any share to be wholly or partly exempt from
the provisions of this article. The Company's lien on a share shall extend to
any amount payable in respect of it.
TRANSFER OF
SHARES
8. Right to refuse registration
The directors may, in their absolute discretion and
without giving any reason, decline to register any transfer of any share whether
or not it is a fully paid share.
PROCEEDINGS AT GENERAL
MEETINGS
9. Quorum
No business shall be transacted at any general meeting
unless a quorum is present. Two persons entitled to vote upon the business to
be transacted, each being a member or a proxy for a member or a duly authorised
representative of a corporation, shall be a
quorum.
10. Procedure if a quorum is not
present
If a quorum is not present within half an hour of the
time appointed for a general meeting, the meeting, if convened on the
requisition of members, shall be
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dissolved; in any other case it shall stand adjourned to
such day and at such time and place as the directors may determine, and if at
the adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting, the members present shall be a
quorum.
11. Right to demand a
poll
A poll may be demanded at any general meeting by any
member (or his proxy or, in the case of a corporation, his duly authorised
representative) entitled to vote thereat. Regulation 46 of Table A shall be
modified accordingly.
12. Resolution in
writing
A resolution in writing such as is referred to in
regulation 53 of Table A executed by or on behalf of a member may be evidenced
by letter, telex, cable, electronic mail, facsimile or otherwise as the
directors may from time to time
resolve.
13. Voting
On a show of hands or on a poll votes may be given
either personally or by proxy and regulation 54 of Table A shall be construed
accordingly. In the case of a member which is a corporation, a director, the
secretary or other officer thereof shall be deemed to be a duly authorised
representative of that corporation for the purposes of regulation 54 of Table
A
14. Proxies
An instrument appointing a proxy may, in the case of a
corporation, be signed on its behalf by a director, the secretary or other
officer thereof or by its duly appointed attorney or duly authorised
representative. Regulation 60 of Table A shall be construed accordingly. The
directors may at their discretion treat a copy of a faxed or machine made
instrument appointing a proxy as an instrument of proxy. Appointment of a proxy
may be accepted by the directors even if the instrument is deposited less than
48 hours before the time appointed for the meeting but this power shall not
prevent the directors from requiring that 48 hours' notice be given in any
particular case. An instrument of proxy may be revoked at anytime prior to the
commencement of the meeting by notice of revocation given by such means as an
instrument of proxy may be given under these Articles. Regulation 62 of Table A
shall be construed
accordingly.
15. Participation at meetings by
telephone
Members (or their proxies or representatives)
participating in the manner described in this article shall be deemed to be
present in person and to be holding a meeting.
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A member (or his proxy or representative) may
participate in a meeting of the Company by means of a conference telephone or
similar communicating equipment whereby all members (or their proxies or
representatives) participating can hear each other. Resolutions in general
meeting may be made through participation and voting by such means even though
none or only some of the members (or their proxies or representatives) are
physically present with each other.
ALTERNATE
DIRECTORS
16. Appointment, removal and
cessation
Any director (other than an alternate director) may
appoint any person to be an alternate director and may remove from office an
alternate director so appointed by him. An alternate director shall cease to be
an alternate director if his appointor ceases to be a
director.
17. Powers of an alternate
director
If his appointor is for the time being unavailable or
temporarily unable to act through ill health or disability, the signature of an
alternate director to any resolution in writing of the directors shall be as
effective as the signature of his
appointor.
18. Alternate acting for more than
one director
When an alternate director is also a director or acts as
an alternate director for more than one director, such alternate director shall
have one vote for every director so represented by him (in addition to his own
vote if he is himself a director) and when so acting shall be considered as two
directors for the purpose of making a quorum if the quorum exceeds
two.
DELEGATION OF
POWERS
19. Committees
The following sentences shall be inserted in place of
the first sentence of regulation 72 of Table A:
"The directors may delegate any of their powers to any
Committee consisting of one or more persons. Any Committee shall have the power
unless the directors direct otherwise to co-opt as a member or as members of the
Committee for any specific purpose any person or persons not being a director or
directors of the Company".
-5- APPOINTMENT
AND RETIREMENT OF DIRECTORS
20. No retirement by rotation
The directors shall not be subject to retirement by
rotation and accordingly the final two sentences of regulation 79 of Table A
shall not apply to the Company.
21. Casual
vacancy
The Company may by ordinary resolution appoint a person
who is willing to act as a director either to fill a vacancy or as an additional
director.
22. Majority shareholders' right to
appoint and remove directors
Any member or members holding a majority in nominal
amount of the issued ordinary share capital which confers the right to attend
and vote at general meetings may at any time appoint any person to be a
director, whether as an additional director or to fill a vacancy, and may remove
from office any director howsoever appointed. Any such appointment or removal
shall be effected by notice in writing to the Company signed by the member or
members making the same or in the case of a corporate member signed by any
director thereof or by any person so authorised by resolution of the directors
or of any other governing body thereof. Any such appointment or removal shall
take effect when the notice effecting the same is delivered to the registered
office or to the secretary of the Company, or is produced at a meeting of the
directors. Any such removal shall be without prejudice to any claim which a
director may have under any contract between him and the
Company.
23. No age limit for directors
There shall be no age limit for directors of the
Company.
24. No directors' shareholding
requirement
A director shall not be required to hold any
qualification shares in the
Company.
-6- DISQUALIFICATION
AND REMOVAL OF DIRECTORS
25. Disqualification
Regulation 81 of Table A shall be amended by
substituting for paragraphs (c) and (e) thereof the following provisions and by
the addition of the following paragraph (f):
"(c) he becomes, in the opinion of all his
co-directors, incapable by reason of mental disorder of discharging his duties
as a director; or"
"(e) he is otherwise duly removed from office;
or"
"(f) his resignation is requested by all his
co-directors by notice delivered to the registered office of the Company or
tendered at a meeting of the directors and, for this purpose, like notices each
signed by a director shall be as effective as a single notice signed by all his
co-directors."
REMUNERATION OF
DIRECTORS
26. Ordinary remuneration and extra
remuneration
Regulation 82 of Table A shall be amended by the
addition of the following:
"Such remuneration shall be divided between the
directors in such proportion and manner as the directors may unanimously
determine or in default of such determination equally, except that any director
holding office for less than a year or other period for which remuneration is
paid shall rank in such division in proportion to the fraction of such year or
other period during which he has held office. Any director who, at the request
of the directors, performs special services or goes or resides abroad for any
purpose of the Company may receive such extra remuneration by way of salary,
commission or participation in profits, or partly in one way and partly in
another, as the directors may determine."
PROCEEDINGS OF
DIRECTORS
27. Notice to directors outside the United
Kingdom
Regulation 88 of Table A shall be amended by
substituting for the sentence:
"It shall not be necessary to give notice of a meeting
to a director who is absent from the United Kingdom."
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the following sentence:
"Notice of every meeting of directors shall be given to
each director or his alternate director, including directors and alternate
directors who may for the time being be absent from the United Kingdom and have
given the Company their address outside the United
Kingdom".
The final sentence of regulation 66 shall accordingly
not apply to the Company. 28. Directors as
corporations
Where a director is a corporation, a director, the
secretary or other officer thereof shall be deemed to be a duly authorised
representative of that corporation for the purposes of signing any written
resolution of directors of the
Company.
29. Resolution in
writing
A resolution in writing such as is referred to in
regulation 93 signed by any relevant director, alternate director or member of a
Committee may be evidenced by letter, telex, cable, electronic mail, facsimile
or otherwise as the directors may from time to time
resolve.
30. Participation at meetings by
telephone
Directors (or their alternates) or other persons
participating in the manner described in this article shall be deemed to be
present in person and to be holding a meeting.
Any director (including an alternate director) or other
person may participate in a meeting of the directors or a Committee of which he
is a member by means of a conference telephone or similar communicating
equipment whereby all persons participating in the meeting can hear each other.
Resolutions and decisions of the kind normally made or taken at a physical
meeting of the directors or a Committee in accordance with these Articles can
accordingly be so made or taken in circumstances where none or only some of the
directors or other persons are physically present with each
other.
31. Directors'
interests
Subject to such disclosure as is required by section 317
of the Act a director shall be counted for the purposes of calculating whether
there is a quorum and shall be entitled to vote at a meeting of directors or of
a Committee on any resolution concerning a matter in which he has, directly or
indirectly, an interest or duty which is material and which conflicts or may
conflict with the interests of the Company.
-8- THE
SEAL
32. Sealing
If the Company has a seal it shall only be used with the
authority of the directors or of a Committee. The directors may determine who
shall sign any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a director and by the secretary or second
director. The obligation under regulation 6 of Table A relating to the sealing
of share certificates shall apply only if the Company has a
seal.
The directors or a Committee authorised to do so by the
directors may by telephone or telex communication or by facsimile reproduction
authorise the secretary or any director to use the seal and the transmission of
such authority shall constitute a determination in such a case that the
secretary or the designated director above may sign any instrument to which the
seal is to be affixed pursuant to that authority, and regulation 101 of Table A
shall be modified accordingly.
33. Execution of
a document as a deed
Where the Statutes so permit, any instrument signed by
one director and the secretary or by two directors and expressed to be executed
by the Company shall have the same effect as if executed under the seal,
provided that no instrument shall be so signed which makes it clear on its face
that it is intended by the person or persons making it to have effect as a deed
without the authority of the directors or of a committee authorised by the
directors in that behalf.
34. Official
seal
In accordance with section 39 of the Act the Company may
have an official seal for use in any territory, district or place outside the
United Kingdom.
NOTICES
35. Form of notice
Any notice required by these Articles to be given by the
Company may be given by any written documentary form including by means of
telex, cable, electronic mail or facsimile, and a notice communicated by such
forms of immediate transmission shall be deemed to be given at the time it is
transmitted to the person to whom it is addressed. Regulations 111 and 112 of
Table A shall be amended accordingly.
-9- INDEMNITY
36. Officers' indemnity
Subject to the provisions of the Act, but without
prejudice to any indemnity to which a director may otherwise be entitled, every
director, secretary, auditor or other officer of the Company shall be entitled
to be indemnified by the Company against all costs, charges, expenses, losses
and liabilities sustained or incurred by him in the actual or purported
execution of his duties or in the exercise or purported exercise of his powers
or otherwise in connection with his office including, but without prejudice to
the generality of the foregoing, any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgment is given in his favour
or in which he is acquitted or which are otherwise disposed of without any
finding or admission of any material breach of duty on his part, or in
connection with any application in which relief is granted to him by the Court
from liability in respect of any act or omission done or alleged to be done by
him as an officer or employee of the
Company.
37. Directors' power to purchase
indemnity insurance
The directors shall have power to purchase and maintain
for any director, secretary, auditor or other officer of the Company insurance
against any such liability as is referred to in section 310(1) of the
Act.
