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Exhibit 3.2
PEARSON PLC
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ARTICLES OF ASSOCIATION
INCORPORATING AMENDMENTS MADE UP TO AND
INCLUDING 2 MAY 1997
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CONTENTS
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PRELIMINARY..........................................................................................1
SHARE CAPITAL........................................................................................3
CAPITAL..............................................................................................3
VARIATION OF RIGHTS..................................................................................3
SHARES...............................................................................................3
CERTIFICATES.........................................................................................5
CALLS ON SHARES......................................................................................6
LIEN.................................................................................................7
FORFEITURE OF SHARES.................................................................................8
TRANSFER OF SHARES...................................................................................9
TRANSMISSION OF SHARES..............................................................................10
STOCK...............................................................................................12
CONSOLIDATION, SUB-DIVISION AND CANCELLATION OF SHARES..............................................13
INCREASE AND REDUCTION OF CAPITAL...................................................................14
REDEEMABLE SHARES...................................................................................14
MEETINGS OF MEMBERS.................................................................................14
GENERAL MEETINGS....................................................................................14
NOTICE OF GENERAL MEETINGS..........................................................................14
PROCEEDINGS AT GENERAL MEETINGS.....................................................................15
VOTES OF MEMBERS....................................................................................17
DIRECTORS...........................................................................................19
NUMBER AND APPOINTMENT OF DIRECTORS.................................................................19
QUALIFICATION AND REMUNERATION OF DIRECTORS.........................................................20
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POWERS OF DIRECTORS.................................................................................20
BORROWING...........................................................................................22
PROCEEDINGS OF THE BOARD............................................................................25
MINUTES.............................................................................................27
DISQUALIFICATION OF DIRECTORS.......................................................................27
RETIREMENT AND REMOVAL OF DIRECTORS.................................................................30
MANAGING DIRECTOR AND EXECUTIVE DIRECTORS...........................................................31
ALTERNATE DIRECTORS.................................................................................32
SECRETARY...........................................................................................33
THE SEAL............................................................................................33
ACCOUNTS AND DIVIDENDS..............................................................................34
AUDIT...............................................................................................34
DIVIDENDS AND RESERVES..............................................................................35
CAPITALISATION OF PROFITS...........................................................................40
NOTICES.............................................................................................41
WINDING UP..........................................................................................43
INDEMNITY...........................................................................................43
DISCOVERY...........................................................................................43
DESTRUCTION OF DOCUMENTS............................................................................44
UNTRACED SHAREHOLDERS...............................................................................44
INDEX TO ARTICLES OF ASSOCIATION....................................................................46
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THE COMPANIES ACT 1985 COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
PEARSON PLC
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Adopted by special resolution passed on 2nd May 1986 and amended by special
resolutions passed on 11th May 1990, 10 May 1991 and 3 May 1996.
PRELIMINARY
1. The regulations in Table A in the First Schedule to the Companies Act 1862
shall not apply to the Company.
2. In these Articles, if not inconsistent with the context, the words standing
in the first column of the table next hereinafter contained shall bear the
meanings set opposite to them respectively in the second column thereof.
MEANINGS
THE STATUTES: The Companies Act 1985 or any statutory
re-enactment or modification thereof for the
time being in force concerning companies and
affecting the Company; and any reference to
any section or provision of the Statutes shall
be deemed to include a reference to any
statutory re-enactment or modification thereof
for the time being in force.
THESE ARTICLES: These Articles of Association, as originally
adopted, as from time to time altered by
special resolution.
THE OFFICE: The Registered Office of the Company.
THE SEAL: The Common Seal of the Company.
SHARE WARRANT: A warrant to bearer in respect of shares of
the Company issued by the Company.
SECURITIES SEAL: An official seal kept by the Company by virtue
of Section 40 of the Companies Act 1985.
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TRANSFER OFFICE: The place where the register of members is
situated for the time being.
THE UNITED KINGDOM: Great Britain and Northern Ireland.
THE DIRECTORS: The Directors for the time being of the
Company.
THE BOARD: The Directors or any of them acting as the
Board of Directors of the Company.
THE AUDITORS: The auditors for the time being of the
Company.
THE REGISTER: The Register of Members of the Company.
PAID UP: Includes credited as paid up.
DIVIDEND: Includes bonus.
YEAR: Year from 1st January to 31st December
inclusive.
MONTH: Calendar month.
IN WRITING: Written, or produced by any visible substitute
for writing, or partly one and partly another
CLEAR DAYS: In relation to the period of a notice,
means that period excluding the day when the
notice is given or deemed to be given and the
day for which it is given or on which it is to
take effect.
The expressions "debenture", and "debenture holder" shall respectively include
"debenture stock" and "debenture stockholder" and the words "shareholder" and
"holder" shall, subject as provided in these Articles, and unless the context
otherwise requires, include the bearer of any share warrant. The expression
"Secretary" shall include a temporary, deputy or assistant Secretary and any
person appointed by the Board to perform any of the duties of the Secretary.
Words denoting the singular number only shall include the plural number and vice
versa.
Words denoting the masculine gender only shall include the feminine gender.
Words denoting persons only shall include corporations.
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Save as aforesaid any words or expressions defined in the Statutes shall, if not
inconsistent with the subject or context, bear the same meaning in these
Articles.
SHARE CAPITAL
CAPITAL
3. The share capital of the Company is L209,500,000 divided into 838,000,000
Ordinary Shares of 25p each ("Ordinary Shares").
VARIATION OF RIGHTS
4. Whenever the capital of the Company is divided into different classes of
shares the special rights attached to any class may (unless otherwise provided
by the terms of issue of the shares of that class), either 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
such holders (but not otherwise) be varied or abrogated, and may be so varied or
abrogated either whilst the Company is a going concern or during or in
contemplation of a winding up. To every such separate meeting all the provisions
of these Articles relating to general meetings or to the proceedings thereat
shall mutatis mutandis apply, but so that the necessary quorum shall be two
persons at least holding or representing by proxy one-third in nominal amount of
the issued shares of the class (but so that if at any adjourned meeting of such
holders a quorum as above defined is not present, those of such holders who are
present in person or by proxy shall be a quorum), and that the holders of shares
of the class shall, on a poll, have one vote in respect of every share of the
class held by them respectively.
5. The special rights conferred upon the holders of any shares or class of
shares issued with preferred or other special rights shall not, unless otherwise
expressly provided by these Articles or the conditions of issue of such shares,
be deemed to be modified by the creation or issue of further shares ranking pari
passu therewith.
SHARES
6. Without prejudice to any special rights previously conferred on the holders
of any existing shares or class of shares, any share may be issued with such
preferred, deferred, or other special rights or such restrictions, whether in
regard to dividend, voting, return of capital or otherwise as the Company may
from time to time by ordinary resolution determine.
7. Subject to any resolution of the Company in general meeting all unissued
shares shall be at the disposal of the Board and the Board may allot (with or
without conferring a right of renunciation), grant options over or
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otherwise dispose of them to such persons, at such times and on such terms as it
thinks proper, but so that no share shall be issued at a discount except in
accordance with the Statutes. This power shall not apply to redeemable shares to
which the provisions of Article 49 shall instead apply.
8. In addition to all other powers of paying commissions, the Company may
exercise the powers of paying commissions conferred by the Statutes. Subject to
the provisions of the Statutes, such commissions may be satisfied by the payment
of cash or the allotment of fully or partly paid shares or partly in one way and
partly in another. The Company may also on any issue of shares pay such
brokerage as may be lawful.
9. Subject to and in accordance with the provisions of the Statutes and to
sanction by an extraordinary resolution passed at a separate class meeting of
the holders of any class of convertible shares, the Company is authorised to
purchase its own shares (including any redeemable shares).
10. Except as required by law no person shall be recognised by the Company as
holding any share upon any trust, and the Company shall not be bound by or be
compelled in any way to recognise any equitable, contingent, future or partial
interest in any share, or any interest in any fractional part of a share, or
(except only as by these Articles or by law otherwise provided) any other right
in respect of any share, except an absolute right to the entirety thereof in the
registered holder.
11.1 If at any time the Board is satisfied that any member or other person
appearing to be interested in any shares in the capital of the Company has
failed within fourteen days to comply with a notice given to that person by the
Company pursuant to section 212 of the Companies Act 1985 (or under any other
statutory provisions for the time being in force enabling the Company by notice
in writing to require any person to give any information regarding those shares)
whether or not required to comply by law or has, in purported compliance with
such a notice, made a statement which is false in a material particular, then
the Board may serve notice in writing on any member holding shares in relation
to which the Board has determined or become aware that such a default has
occurred. Any such notice (hereinafter referred to as a "Default Notice") shall
specify the nature of the default, the number of shares concerned and the steps
to be taken to remedy such default. For the purposes of this Article, a person
shall be treated as appearing to be interested in any shares if the member
holding such shares has given to the Company a notification under section 212 of
the Companies Act 1985 which fails to the satisfaction of the Board to establish
the identities of those interested in the shares and if (after taking account of
the said notification under the said section 212 and any other relevant
information in the possession of the Company) the Company knows or has
reasonable cause to believe that the person in question is or may be interested
in the shares.
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11.2 After the service of a Default Notice or, if later, the time specified
therein, until such time as the member or other person on whom the Default
Notice was served has complied in full with the notice given pursuant to section
212 or any other statutory provision as aforesaid (when the Board shall serve a
further notice on the member or other person concerned stating that the default
has been remedied), that member shall not be entitled to attend or vote at any
general meeting, either personally or by proxy, or at a separate meeting of the
holders of a class of shares or on a poll in respect of any share specified in
the Default Notice.
11.2A Where the shares represented in the Default Notice represent at least 1/4
of one per cent. in nominal value of the issued shares of their class, then the
Default Notice may additionally direct that in respect of such shares: (i) no
payment shall be made by way of dividend (including shares issued in lieu of
dividend) and (ii) no transfer shall be registered unless: the member is not
himself in default as regards supplying the information requested and the
transfer when presented for registration is accompanied by a certificate by the
member in such form as the Board may in its absolute discretion require to the
effect that after due and careful enquiry the member is satisfied that no person
in default as regards supplying such information is interested in any of the
shares the subject of the transfer or the transfer is an approved transfer."
11.2B A transfer of shares is an approved transfer if:
(i) it is a transfer of shares pursuant to acceptance of a
takeover offer (within the meaning of section 428(1) of
the Act);
(ii) the Board is satisfied that the transfer is made pursuant
to a sale of the whole of the beneficial ownership of the
shares the subject of the transfer to a party unconnected
with the member and with any other person appearing to be
interested in the shares; or
(iii) the transfer results from a sale made through a
recognised investment exchange as defined in the
Financial Services Act 1986 or any other stock exchange
outside the United Kingdom on which the Company's shares
are normally traded.
11.3 The Board shall cause to be noted in the Register against the member upon
whom a Default Notice has been served, details of the Default Notice and the
number of shares specified therein and shall cause a further note to be entered
in the Register recording that the default complained of has been remedied upon
service of any further notice under paragraph (2) of this Article.
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11.4 Any notice served by the Board pursuant to this Article shall be conclusive
against the member concerned and its validity shall not be questioned by any
person.
CERTIFICATES
12.1 Every person whose name is entered as a member in the Register (except a
stock exchange nominee in respect of whom the Company is not by law required to
complete and have ready for delivery a certificate) shall be entitled without
payment to one certificate in respect of each class of shares held by him, or,
with the consent of the Board and upon payment of such sum (if any) for every
certificate after the first as the Board shall determine, to several
certificates, each for one or more of his shares except that shares of different
classes may not be included in the same certificate. Where a member has
transferred a part of the shares comprised in his holding he shall be entitled
to a certificate for the balance without charge.
12.2 Every certificate shall be under the Seal or under the official seal kept
by the Company by virtue of the Statutes and shall specify the shares to which
it relates and the amount paid up thereon. In the case of a share held jointly
by several persons, the Company shall not be bound to issue more than one
certificate for each class of shares so held, and delivery of a certificate for
a share to one of several joint holders shall be deemed sufficient delivery to
all.
13. If a share certificate is worn out, defaced, lost or destroyed it may be
renewed without charge on such terms (if any) as to evidence and indemnity as
the Board thinks fit, and in the case of defacement or wearing-out, on delivery
up to the Company of the old certificate. The person availing himself of the
provisions of this Article shall pay to the Company all exceptional out of
pocket expenses incident to the investigation of evidence and the preparation of
the requisite form of indemnity as aforesaid.
CALLS ON SHARES
14. The Board may from time to time (subject to any terms upon which any shares
may have been issued) make calls upon the members in respect of any moneys
unpaid on their shares (whether on account of the nominal value of the shares or
by way of premium), provided that (subject as otherwise fixed by the terms of
issue) no call on any share shall be payable at less than fourteen clear days
from the last call; and each member shall (subject to receiving at least
fourteen clear days' notice specifying the time or times and place of payment)
pay to the Company at the time or times and place so specified the amount called
on his shares. A call may be revoked in whole or in part and payment of a call
may be postponed in whole or in part by the Board.
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15. A call shall be deemed to have been made at the time when the resolution of
the Board authorising the call was passed, and may be made payable by
instalments.
16. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
17. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall pay
interest on the sum from the day appointed for payment thereof to the time of
actual payment at such rate as may be fixed by the terms of allotment of the
share or, if no rate is so fixed, at the appropriate rate (as defined by the
Statutes); but the Board shall be at liberty to waive payment of such interest
wholly or in part.
18. Any sum which by the terms of issue of a share becomes payable on allotment
or at any fixed date, whether on account of the nominal value of the share or by
way of premium, shall for all the purposes of these Articles be deemed to be a
call duly made and payable on the date on which, by the terms of issue, the same
becomes payable, and in case of non-payment all the relevant provisions of these
Articles as to payment of interest and expenses, forfeiture and otherwise shall
apply as if such sum had become payable by virtue of a call duly made and
notified.
19. The Board may differentiate between the holders as to the amount of calls to
be paid and the times of payment.
20. The Board may, if it thinks fit, receive from any member willing to advance
the same, all or any part of the moneys uncalled and unpaid upon any shares held
by him, and upon all or any of the moneys so advanced may (until the same would
but for such advance become presently payable) pay interest at such rate (if
any) not exceeding (unless the Company in general meeting shall otherwise
direct) the appropriate rate (as defined by the Statutes) as may be agreed upon
between the Board and such member.
LIEN
21. The Company shall have a first and paramount lien on every share (not being
a fully paid share) for all moneys whether presently payable or not, called or
payable at a fixed time in respect of that share; but the Board may at any time
declare any share to be wholly or in part exempt from the provisions of this
Article. The Company's lien (if any) on a share shall extend to all dividends
and other moneys payable thereon.
22. The Company may sell, in such manner as the Board thinks fit, any shares on
which the Company has a lien, but no sale shall be made unless some sum in
respect of which the lien exists is presently payable, nor until the
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expiration of fourteen clear days after a notice in writing, stating and
demanding payment of the sum presently payable, and stating the intention to
sell in default, shall have been given to the registered holder for the time
being of the share, or the person entitled by reason of death or bankruptcy to
the share.
23. For giving effect to any such sale, the Board may authorise some person to
transfer the shares sold to, or in accordance with the directions of, the
purchaser thereof the transferee shall be registered as the holder of the shares
comprised in any such transfer, and he shall not be bound to see to the
application of the purchase money, nor shall his title to the shares be affected
by any irregularity or invalidity in the proceedings in reference to the sale.
24. The net proceeds of sale, after payment of the costs thereof, shall be
applied in or towards payment or satisfaction of the debt or liability in
respect whereof the lien exists, so far as the same is presently payable, and
any residue shall (subject to a like lien for debts or liabilities not presently
payable as existed upon the shares prior to sale) be paid to the person entitled
to the shares at the time of the sale.
FORFEITURE OF SHARES
25. If a member fails to pay the whole or any part of any call or instalment of
a call on the day fixed for payment thereof, the Board may, at any time
thereafter during such time as any part of such call or instalment remains
unpaid, serve a notice on him requiring payment of so much of the call or
instalment as is unpaid, together with any accrued interest and any costs,
charges and expenses incurred by the Company by reason of such non-payment.
26. The notice shall name a further day (not being less than fourteen clear days
from the date of the notice) on or before which, and the place where, the
payment required by the notice is to be made, and shall state that, in the event
of non-payment at or before the time and at the place appointed, the shares on
which the call was made will be liable to be forfeited.
27. If the requirements of any such notice are not complied with, any share in
respect of which such notice has been given may, at any time thereafter, before
payment of all calls, interest, costs, charges and expenses due in respect
thereof has been made, be forfeited by a resolution of the Board to that effect.
Such forfeiture shall include all dividends declared in respect of the forfeited
share and not actually paid before the forfeiture.
28. A forfeited share may be sold, re-allotted or otherwise disposed of either
to the person who was before forfeiture the holder thereof or entitled thereto,
or to any other person, upon such terms and in such manner as the Board thinks
fit, and at any time before sale, re-allotment or disposal, the
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forfeiture may be cancelled on such terms as the Board thinks fit. The Board may
authorise some person to transfer a forfeited share to any person as aforesaid.
29. A member any of whose shares have been forfeited shall cease to be a member
in respect of the forfeited shares and shall surrender to the Company for
cancellation the certificate for the shares forfeited, but shall,
notwithstanding the forfeiture, remain liable to pay to the Company all moneys
which at the date of forfeiture were presently payable by him to the Company in
respect of the shares, with interest thereon at such rate as the Board shall
think fit (or, if no rate is determined, at the appropriate rate as defined by
the Statutes) from the date of forfeiture until payment, but the Board shall be
at liberty to waive payment of such interest wholly or in part or enforce
payment without any allowance for the value of the shares at the time of
forfeiture or of any consideration received on their disposal and his liability
shall cease if and when the Company shall have received payment in full of all
moneys in respect of the shares.
30. The Board may accept the surrender of any share which it is in a position to
forfeit upon such terms and conditions as may be agreed and, subject to any such
terms and conditions, any share so surrendered shall be treated as if it had
been forfeited.
31. A statutory declaration in writing that the declarant is a Director or the
Secretary, and that a share has been duly forfeited or surrendered on a date
stated in the declaration shall be conclusive evidence of such facts as against
all persons claiming to be entitled to the share, and such declaration and the
receipt of the Company for the consideration (if any) given for the share on the
sale, re-allotment or disposal thereof shall constitute a good title to the
share, and the person to whom the share is sold, re-allotted or disposed of
shall be registered as the holder thereof, and his title to the share shall not
be affected by any irregularity or invalidity in the proceedings in reference to
the forfeiture, surrender, sale, re-allotment or disposal of the share.
TRANSFER OF SHARES
32. All transfers of shares shall be effected by transfer in writing in the
usual common form or in such other form as the Board may approve.
33. The instrument of transfer of a share shall be executed by or on behalf of
the transferor, and the transferor shall be deemed to remain the holder of the
share until the name of the transferee is entered in the Register in respect
thereof. Registration of any instrument of transfer or other document relating
to or affecting the title to any share in the Company does not require the
payment of any fee, provided that in the case of a partly paid share the
instrument of transfer shall also be executed by or on behalf of the transferee.
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34. The Board may, in its absolute discretion, and without assigning any reason
therefor, refuse to register any transfer of shares which are not fully paid,
provided the exercise of such discretion does not prevent dealings in the shares
from taking place on an open and proper basis.
35. The Board may also refuse to register any instrument of transfer, if:
(a) the instrument of transfer is not lodged, duly stamped, at the Office
or at such other place as the Board may appoint or is not accompanied
by the certificate of the shares to which it relates and such other
evidence as the Board may reasonably require to show the right of the
transferor to make the transfer; or
(b) the instrument of transfer is in respect of more than one class of
share; or
(c) in the case of a transfer to joint holders, they exceed four in number.
36. If the Board refuses to register a transfer, it shall within two months
after the date on which the transfer was lodged with the Company, send to the
transferee notice of the refusal.
37. The Register may be closed at such times and for such period as the Board
may from time to time determine, provided that it shall not be closed for more
than thirty days in any year.
TRANSMISSION OF SHARES
38. In the case of the death of a member, the survivor where the deceased was a
joint holder, and the executors or administrators of the deceased where he was a
sole holder, shall be the only persons recognised by the Company as having any
title to a share held by him, but nothing herein contained shall release the
estate of a deceased joint holder from any liability in respect of any share
held by him jointly.
39. Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member may, upon such evidence as to his title being produced as
may from time to time be properly required by the Board, and subject as
hereinafter provided, either be registered himself as the holder of the share or
elect to have some person nominated by him registered as the transferee thereof.
40. If the person so becoming entitled shall elect to be registered himself he
shall deliver or send to the Company a notice in writing signed by him stating
that he so elects. If he shall elect to have his nominee registered, he shall
testify his election by executing to his nominee a transfer of such share. All
the limitations, restrictions and provisions of these Articles relating to the
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right to transfer and the registration of transfers of shares shall be
applicable to any such notice or transfer as aforesaid as if the death or
bankruptcy of the member had not occurred and the notice or transfer were a
transfer executed by such member.
41. A person becoming entitled to a share in consequence of the death or
bankruptcy of a member shall, subject to the requirements of Article 141, be
entitled to receive and may give a discharge for all dividends and other moneys
payable in respect of the share, but he shall not be entitled to receive notices
of or to attend or vote at meetings of the Company or to any of the rights or
privileges of a member until he shall have become a member in respect of the
share. The Board may at any time give notice requiring any such person to elect
either to be registered himself or to transfer the share and if the notice is
not complied with within sixty' days the Board may thereafter withhold payment
of all dividends or other moneys payable in respect of the share until the
requirements of the notice have been complied with.
41.(A) The following provisions shall apply to share warrants:
(a) The Company with respect to fully-paid shares may issue share warrants
stating that the bearer is entitled to the shares therein specified,
and may provide by coupons or otherwise for the payment of future
dividends or other moneys on or in respect of the shares included in
such share warrants.
(b) A share warrant shall entitle the bearer thereof to the shares included
in it, and the shares may be transferred by the delivery of the share
warrant, and the provisions of these Articles with respect to transfer
and transmission of shares shall not apply thereto. Each share warrant
shall be issued under the Seal or under the Securities Seal or, in the
case of shares on a branch register, an official seal for use in the
relevant territory.
(c) The Directors shall be at liberty to accept a certificate (in such form
and from such person as the Directors may approve) to the effect that a
specified person is shown in the records of the person issuing such
certificate as being entitled to all or some of the shares comprised in
a specified share warrant as sufficient evidence of the facts stated in
such certificate, and may treat the deposit of such certificate at the
Transfer Office (or at any other place specified from time to time by
the Directors) as equivalent to the deposit there of the share warrant,
and may inter alia allot to the person named in such certificate any
shares to which the bearer of the share warrant referred to in such
certificate may be entitled and the right of the allottee to the
allotment shall not, after allotment, be questioned by any person.
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(d) The Directors may determine and from time to time vary the conditions
upon which share warrants shall be issued, and in particular (but
without limitation) upon which a new share warrant or coupon will be
issued in the place of one worn out, defaced, lost or destroyed
provided that no new share warrant may be issued to replace one that
has been lost unless the Directors are satisfied beyond reasonable
doubt that the original share warrant has been destroyed, upon which
(subject as hereinafter provided) the bearer of a share warrant shall
be entitled to attend and vote at general meetings, and upon which a
share warrant may be surrendered and the name of the holder entered in
the Register in respect of the shares therein specified. Subject to
such conditions and to these Articles, the bearer of a share warrant
shall be subject to the conditions for the time being in force relating
to share warrants, whether made before or after the issue of such share
warrant.
(e) Subject to any conditions for the time being in force relating to share
warrants and as otherwise expressly provided in these Articles, the
bearer of a share warrant may at any time deposit the share warrant at
the Transfer Office (or at such other place as the Directors may from
time to time appoint) and so long as the share warrant remains so
deposited, the depositor shall have the same right of signing a
requisition for calling a meeting and of attending and voting,
appointing a proxy and exercising the other privileges of a member at
any meeting held after the expiration of forty-eight hours from the
time of deposit and be entitled to be given any notices by the Company
which are to be given, after the expiration of forty-eight hours from
the time of such deposit, to holders of shares of that class, as if his
name were inserted in the Register as the holder of the shares included
in the deposited share warrant, provided that in the case of a share
warrant deposited elsewhere than at the Transfer Office (or such other
place as aforesaid), the depositor shall have obtained from the person
with whom the same is deposited a certificate of such deposit in such
form as the Directors may require specifying inter alia the share
warrant and the number of shares included therein, and shall have
lodged the same at the Transfer Office (or such other place as
aforesaid) not less than forty-eight hours before the time of the
meeting at which the depositor desires to attend or to be represented.
Not more than one person shall be recognised as a depositor of any
share warrant. Every share warrant which shall have been so deposited
as aforesaid shall remain so deposited until after the closing of the
meeting at which the depositor desires to attend or to be represented.
(f) Subject as otherwise expressly provided in these Articles or by the
terms of issue of any shares or in any conditions for the time being in
force relating to share warrants, no person shall, as bearer of a share
warrant, be entitled to sign a requisition for calling a meeting of the
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Company or give notice of intention to submit a resolution to a meeting
or attend or vote or give a proxy or exercise any other privilege of a
member at a meeting of the Company, or be entitled to receive any
notices from the Company, but the bearer of a share warrant shall be
entitled in all other respects to the same privileges and advantages as
if he were named in the Register as the holder of the shares included
in the share warrant, and he shall be deemed to be a member of the
Company.
STOCK
42. The Company may from time to time by ordinary resolution convert any paid up
shares into stock, and reconvert any stock into paid up shares of any
denomination.
43. The holders of stock may transfer the same, or any part thereof, in the same
manner and subject to the same regulations as and subject to which the shares
from which the stock arose might previously to conversion have been transferred,
or as near thereto as circumstances admit. The Board may from time to time fix
the minimum amount of stock transferable and restrict or forbid the transfer of
fractions of such minimum but the minimum shall not exceed the nominal amount of
the shares from which the stock arose.
44. The holders of stock shall, according to the amount of the stock held by
them, have the same rights, privileges and advantages as regards dividends,
participation in assets on a winding up, voting at meetings and other matters,
as if they held the shares from which the stock arose, but no such privilege or
advantage (except participation in dividends and in assets on a winding up)
shall be conferred by any such aliquot part of stock as would not, if existing
in shares, have conferred such privilege or advantage.
45. All the provisions of these Articles applicable to paid up shares shall
apply to stock, and the words "share" and "member" shall be construed
accordingly.
CONSOLIDATION, SUB-DIVISION AND CANCELLATION OF SHARES
46. The Company may from time to time by ordinary resolution:
(a) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares and authorise the Board to make
such provisions as it thinks fit for the case of any fractions arising
in the course of such consolidation and division, but so that the Board
shall not be permitted to provide for the sale of shares representing
actions except on terms that the net proceeds are distributed among the
members in respect of whose shares the fractions arise. In giving
effect to any such sale (which may be to any person including, subject
to the
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Statutes, the Company), the Board may authorise some person to
transfer the shares sold to the purchaser thereof and the purchaser
shall be registered as the holder of the shares comprised in any such
transfer and he shall not be bound to see to the application of the
purchase money nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings relating to the transfer;
(b) sub-divide its shares, or any of them, into shares of smaller amount
than is fixed by the Memorandum of Association, subject nevertheless to
the provisions of the Statutes and so that the resolution whereby any
share is sub-divided may determine that as between the holders of the
resulting shares, one or more of such shares shall have any preference
or special advantage as regards dividend, capital, voting or otherwise,
over, or may have any defined rights or be subject to any restrictions
as compared with, the other or others but so that in the sub-division
the proportion between the amount paid and the amount, if any, unpaid
on each share resulting from the sub-division shall be the same as it
was in the case of the share from which such shares were derived;
(c) cancel any shares which, at the date of the passing of the resolution,
have not been taken, or agreed to be taken, by any person, and diminish
the amount of its share capital by the amount of the shares so
cancelled.
INCREASE AND REDUCTION OF CAPITAL
47. The Company may from time to time by ordinary resolution increase its
capital by such sum, to be divided into shares of such amounts, as the
resolution shall prescribe.
48. Subject to the consents and incidents required by the Statutes, the Company
may by special resolution reduce its share capital, its capital redemption
reserve fund and any share premium account in any way.
REDEEMABLE SHARES
49. Subject to the provisions of the Statutes, any shares may be issued on terms
that they are, or at the option of the Company or the shareholder are liable, to
be redeemed on such terms and in such manner as the Company before the issue of
the shares may by special resolution determine.
MEETINGS OF MEMBERS
GENERAL MEETINGS
50. In every year the Company shall in addition to any other meetings in that
year hold a general meeting as its annual general meeting, at such time (within
a period of not more than fifteen months after the holding of the last
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preceding annual general meeting) and place as may be determined by the Board.
All general meetings other than annual general meetings shall be called
extraordinary general meetings.
51. The Board may call an extraordinary general meeting whenever it thinks fit,
and, on the requisition of members in accordance with the Statutes, it shall
forthwith convene an extraordinary general meeting. If at any time there are not
within the United Kingdom sufficient Directors capable of acting to form a
quorum, any Director or any two members may convene an extraordinary general
meeting in the same manner as nearly as possible as that in which meetings may
be convened by the Board.
NOTICE OF GENERAL MEETINGS
52. Fourteen clear days' notice at the least, or, in the case of an annual
general meeting or a meeting convened to pass a special resolution, twenty-one
clear days' notice at the least shall be given in manner hereinafter mentioned
to such members as are, under the provisions herein contained, entitled to
receive notices from the Company and also to each of the Directors and to the
Auditors.
53. Every notice of meeting shall specify the place, the day and the hour of
meeting, and, in the case of special business, the general nature of such
business. Every notice convening an annual general meeting shall specify the
meeting as such and every notice convening a meeting to pass a special or
extraordinary resolution shall also specify the intention to propose the
resolution as a special or extraordinary resolution, as the case may be. Every
notice of meeting shall state with reasonable prominence that a member entitled
to attend and vote is entitled to appoint a proxy and that such proxy need not
be a member.
54. The accidental omission to give notice of any meeting, or to send a form of
proxy with a notice where required by these Articles, to any person entitled to
receive the same, or the non-receipt of a notice of meeting or form of proxy by
such a person, shall not invalidate the proceedings at the meeting.
PROCEEDINGS AT GENERAL MEETINGS
55. All business shall be deemed special that is transacted at an extraordinary
general meeting, and also all business that is transacted at an annual general
meeting, with the exception of sanctioning or declaring dividends, the
consideration of the accounts and balance sheet, the ordinary reports of the
Board and Auditors and any other documents required to be annexed to the balance
sheet, the appointment or election of Directors in the place of those retiring
by rotation or otherwise and the appointment or re appointment of and the fixing
of the remuneration of the Auditors, and the
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renewal, limitation, extension, variation or grant of any authority of or to the
Board, pursuant to the Statutes, to allot securities.
56. No business shall be transacted at any general meeting unless a quorum is
present when the meeting proceeds to business. Three members present in Person
and entitled to vote shall be a quorum for all purposes. A corporation being a
member shall be deemed to be personally present if represented by its
representative duly authorised in accordance with Article 67.
57. If within fifteen minutes from the time appointed for the meeting a quorum
is not present, the meeting, if convened on the requisition of members, shall be
dissolved. In any other case it shall stand adjourned to the same day in the
next week, at the same time and place, or to such time and place as may be fixed
by the Chairman, and if at such adjourned meeting a quorum is not present within
fifteen minutes from the time appointed for holding the meeting the members
present in person or by proxy shall be a quorum.
58. The Chairman (if any) of the Board or in his absence the Deputy Chairman or
some other Director nominated by the Board shall preside as Chairman at every
general meeting of the Company. If there be no such Chairman or Deputy Chairman,
or if at any meeting neither the Chairman, the Deputy Chairman nor such other
Director (if any) be present within ten minutes after the time fixed for holding
the meeting or be willing to act as Chairman, the Directors present shall choose
one of their number to be Chairman, or if no Director is present, or if all the
Directors present decline to take the chair, the members present shall choose
one of their number to be Chairman.
59. The Chairman may, with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting from time
to time and from place to place, but no business shall be transacted at an
adjourned meeting except business which might lawfully have been transacted at
the meeting from which the adjournment took place. When a meeting is adjourned
for thirty days or more or for an indefinite period, notice of the adjourned
meeting shall be given in like manner as in the case of the original meeting.
Save as aforesaid, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
60. At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands, unless a poll is (before or on the declaration of
the result of the show of hands) demanded:
(a) by the Chairman; or
(b) by at least three members present in person or by proxy and entitled to
vote; or
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(c) by any member or members present in person or by proxy and representing not
less than one-tenth of the total voting rights of all the members having the
right to vote at the meeting; or
(d) by a member or members present in person or by proxy holding shares in the
Company conferring a right to vote at the meeting being shares on which an
aggregate sum has been paid up equal to not less than one-tenth of the total sum
paid up on all the shares conferring that right.
Unless a poll is so demanded, a declaration by the Chairman that a resolution
has been carried, or carried unanimously, or by a particular majority, or lost,
or not carried by a particular majority, and an entry to that effect in the
minute books, shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes recorded in favour of or against such
resolution.
61. If a poll is duly demanded, it shall be taken in such manner as the Chairman
may direct, and the result of a poll shall be deemed to be the resolution of the
meeting at which the poll was demanded. The Chairman may appoint scrutineers
(who need not be members) and fix a time and place for declaring the result of a
poll.
62. A poll demanded on the election of a Chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken at such time and place as the Chairman directs, but in any case
not more than twenty-eight days after the meeting at which the poll was
demanded. No notice need be given of a poll not taken forthwith if the time and
place at which it is to be taken are announced at the meeting at which it is
demanded. In any other case at least seven clear days' notice shall be given
specifying the time and place at which the poll is to be taken.
63. In the case of an equality of votes, whether on a show of hands or on a
poll, the Chairman of the meeting at which the show of hands takes place or at
which the poll is demanded shall be entitled to a further or casting vote in
addition to the votes to which he may be entitled as a member or as a
representative or proxy of a member.
64. The demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll has been
demanded, and it may be withdrawn at any time before the conclusion of the
meeting or the date fixed for the taking of the poll. If a demand is withdrawn
before the conclusion of the meeting the Chairman of the meeting or other
members entitled may himself or themselves demand a poll. A demand for a poll
which is withdrawn shall not be taken to have invalidated the result of a show
of hands declared before the demand was made.
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VOTES OF MEMBERS
65. Subject to any terms upon which any shares may be issued or may from time to
time be held, every member (whether an individual or a corporation) present in
person shall have one vote on a show of hands, and on a poll every member
(whether an individual or a corporation) present in person or by proxy shall
have one vote for every 25 pence of nominal share capital of which he is the
holder.
66. In the case of joint holders of a share the vote of the senior who tenders a
vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders, and for this purpose seniority shall be
determined by the order in which the names stand in the Register.
67. Any corporation which is a member of the Company may, by resolution of its
directors or other governing body, authorise such person as it thinks fit to act
as its representative at any general meeting, and the person so authorised shall
be entitled to exercise the same powers on behalf of the corporation which he
represents as the corporation could exercise if it were an individual member of
the Company. Any person so authorised may be required at any general meeting
which such person attends to produce evidence of such authority in a form
reasonably satisfactory to the Board.
68. A member in respect of whom an order has been made by any court having
jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning
mental disorder may vote, whether on a show of hands or on a poll, by his
receiver, curator bonis or other person authorised in that behalf appointed by
that court, and any such receiver, curator bonis or other person may, on a poll,
vote by proxy provided that such evidence as the Board may require of the
authority of such person shall have been deposited at the Office, or at such
other place as is specified in accordance with the Articles for the deposit of
instruments of proxy, not less than forty-eight hours before the time appointed
for holding the meeting or adjourned meeting or for the taking of the poll at
which the right to vote is to be exercised and in default the right to vote
shall not be exercisable.
69. No member shall be entitled to vote at any general meeting or at any
separate meeting of the holders of any class of shares in the Company, either in
person or by proxy, in respect of any share held by him unless all calls or
other sums presently payable by him in respect of shares in the Company have
been paid.
70. No objection shall be raised to the qualification of any vote except at the
meeting or adjourned meeting or poll at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting shall be valid for all
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purposes. Any such objection made in due time shall be referred to the Chairman
of the meeting, whose decision shall be final and conclusive.
71. On a poll votes may be given personally or by proxy and a person entitled to
more than one vote need not use all his votes or cast all the votes he uses in
the same way.
72. Proxy forms shall be sent by the Company to all persons entitled to notice
of and to attend and vote at any general meeting and such proxy forms shall be
in any usual or common form or any other form which the Directors shall from
time to time approve. The instrument of proxy shall be in writing under the hand
of the appointor or his attorney, or, if such appointor be a corporation, under
its common seal, or the hand of a duly authorised officer or attorney, but the
execution of such instrument need not be attested.
73. Any person may be appointed a proxy whether a member of the Company or not.
74. The instrument of proxy and the power of attorney or other written authority
(if any) under which it is signed, or an office or notarially certified copy or
a copy certified in accordance with the Powers of Attorney Act 1971 or any
statutory re-enactment or modification thereof for the time being in force, or
in some other way approved by the Board, of such power or written authority,
shall be deposited at the Office (or at such other place as shall be specified
in the notice of meeting or the proxy form accompanying such notice) not less
than forty-eight hours before the time appointed for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote,
or in the case of a poll taken more than forty-eight hours after it is demanded,
shall be deposited as aforesaid after the poll has been demanded and not less
than twenty-four hours before the time appointed for the taking of the poll, or,
where the poll is not taken forthwith but is taken not more than forty-eight
hours after it was demanded, shall be delivered at the meeting at which the poll
was demanded to the Chairman of the meeting or the Secretary or to any Director
and in default the instrument of proxy shall not be treated as valid. No
instrument appointing a proxy shall be valid after the expiration of twelve
months from the date named in it as the date of its execution.
75. A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid, notwithstanding the previous
death or incapacity of the principal, or revocation of the instrument of proxy
or authorisation or of the authority under which the instrument of proxy was
executed provided that no notice in writing of such death, incapacity or
revocation shall have been received by the Company at the Office (or such other
place at which the instrument of proxy was duly deposited) before the
commencement of the meeting or adjourned meeting at which the vote is
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given or the poll demanded or (in the case of a poll taken otherwise than on the
same day as the meeting or adjourned meeting) the time appointed for taking the
poll.
DIRECTORS
NUMBER AND APPOINTMENT OF DIRECTORS
76. Unless and until otherwise from time to time determined by an ordinary
resolution of the Company, the Directors (other than alternate Directors) shall
be not less than two in number.
77. The Board shall have power at any time, and from time to time, to appoint
any other person who is willing to act to be a Director, either to fill a casual
vacancy or as an addition to the existing Board, but so that the total number of
Directors shall not at any time exceed the maximum number (if any) fixed by or
in accordance with these Articles. Any Director so appointed shall hold office
only until the next following annual general meeting, and shall then be eligible
for re appointment but shall not be taken into account in determining the
Directors to retire by rotation at such meeting under the provisions on their
behalf contained in these Articles.
78. The continuing Directors, or a sole continuing Director, may act
notwithstanding any vacancies in the Board, but, if and so long as the number of
Directors is reduced below the minimum number fixed by or in accordance with
these Articles, the continuing Directors or Director may act for the purpose of
filling up vacancies in the Board or of summoning general meetings of the
Company, but not for any other purpose. If there be no Directors or Director
able or willing to act, then any two members may summon a general meeting for
the purpose of appointing Directors.
79. Except as otherwise authorised by the Statutes, the election or appointment
of any person proposed as a Director shall be effected by a separate resolution
and a single resolution purporting to elect or appoint two or more persons to be
Directors shall be ineffective and void.
80. No person other than a Director retiring at the meeting shall, unless
recommended by the Board for election, be eligible for the office of a Director
at any general meeting, unless not less than seven not more than forty two days
before the day appointed for the meeting there shall have been given to the
Secretary notice in writing by some member duly qualified to be present and vote
at the meeting for which such notice is given of his intention to propose such
person for election, and also notice in writing signed by the person to be
proposed of his willingness to be appointed.
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QUALIFICATION AND REMUNERATION OF DIRECTORS
81. Unless and until otherwise determined by the Company in general meeting, the
Directors shall not be required to hold any share qualification.
82. The Directors shall be paid out of the funds of the Company by way of
remuneration for their services an aggregate sum up to a maximum of L300,000* or
such other sums as the Company may from time to time by ordinary resolution
determine. Such remuneration shall be divided among them in such proportion and
manner as the Directors may determine. Subject as aforesaid, a Director holding
office for part only of a year shall be entitled to a proportionate part of a
full year's remuneration. The Directors shall also be entitled to be repaid by
the Company all such reasonable travelling (including hotel and incidental)
expenses as they may incur in attending meetings of the Board, or of committees
of the Board, or general meetings, or which they may otherwise properly incur in
or about the business of the Company.
83. Any Director who by request performs special services or goes or resides
abroad for any purposes of the Company may be paid such extra remuneration by
way of salary, percentage of profits or otherwise as the Board may determine.
POWERS OF DIRECTORS
84. The business of the Company shall be managed by the Board, and the Board may
exercise all such powers of the Company as are not by the Statutes or by these
Articles or by any directions given by the Company from time to time by special
resolution required to be exercised by the Company in general meeting. The
general powers given by this Article shall not be limited or restricted by any
special authority or power given to the Board by any other Article.
85. The Board may establish any local or special boards or agencies for managing
any of the affairs of the Company either in the United Kingdom or elsewhere, and
may appoint any persons to be members of such local or special boards or to be
managers or agents, and may fix their remuneration, and may delegate to any
local or special board, manager or agent any of the powers, authorities and
discretions vested in the Board (other than the powers to borrow and make calls)
with power to sub-delegate, and may authorise the members of any local or
special board, or any of them, to fill any vacancies therein, and to act
notwithstanding vacancies, and any such appointment or delegation may be made
upon such terms and subject to such conditions as the
--------------------------------------------------------------------------------
* Increased to L250,000 by an ordinary resolution passed on 11 May 1990
* Increased to L300,000 by an ordinary resolution passed on 3 May 1996
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Board may think fit, and the Board may remove any person so appointed, and may
annul or vary any such delegation, but no person dealing in good faith and
without notice of any such annulment or variation shall be affected thereby.
86.(1) The Board may establish and maintain or procure the establishment and
maintenance of any non-contributory or contributory pension, provident or
superannuation funds for the benefit of and give or procure the giving of
pensions, allowances, gratuities or bonuses to any persons who are or were at
any time in the employment, or service of the Company, or of any company which
is a subsidiary of the Company or is allied to or associated in business with
the Company or with any such subsidiary company, or of any business acquired by
the Company or who are or were at any time Directors or officers of the Company
or of any such other company as aforesaid, and the wives, widows, families and
dependants of any such persons. Any Director shall be entitled to participate in
and retain for his own benefit any such pension, allowance, gratuity or bonus
and may vote in favour of the exercise of any of the powers aforesaid
notwithstanding that he is or may become interested therein.
(2) Pursuant to section 719 of the Companies Act 1985, the Board are hereby
authorised to make such provision as may seem appropriate for the benefit of
persons employed or formerly employed by the Company or any of its subsidiaries
in connection with the cessation or transfer of the whole or part of the
undertaking of the Company or any subsidiary. Any such provision shall be made
by a resolution of the Board in all respects in accordance with the said
section.
87. The Board may from time to time by power of attorney under the Seal appoint
any company, firm or person, or any fluctuating body of persons, whether
nominated directly or indirectly by the Board, to be the attorney or attorneys
of the Company for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the Board under
these Articles) and for such period and subject to such conditions as it may
think fit, and any such power of attorney may contain such provisions for the
protection or convenience of persons dealing with any such attorney as the Board
may think fit and may also authorise any such attorney to sub-delegate all or
any of the powers, authorities and discretions vested in him. The Board may, by
power of attorney or otherwise, appoint any person to be the agent of the
Company for such purposes and on such conditions as it determines, including
authority for the agent to delegate all or any of his powers.
88. The Board may from time to time make and vary such regulations as it thinks
fit respecting the keeping of dominion registers of members pursuant to the
Statutes.
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89. All cheques, promissory notes, drafts, bills of exchange and other
negotiable or transferable instruments, and all receipts for moneys paid to the
Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the
case may be, in such manner as the Board shall from time to time by resolution
determine.
BORROWING
90.1 Subject as hereinafter provided the Board may exercise all the powers of
the Company to borrow money, and to mortgage or charge its undertaking, property
and uncalled capital, and to issue debentures and other securities, whether
outright or as collateral security, for any debt, liability or obligation of the
Company or of any third party.
90.2 The Board shall restrict the borrowings of the Company and exercise all
voting and other rights or powers of control exercisable by the Company in
relation to its subsidiaries (if any) so as to secure (as regards subsidiaries
so far as by such exercise they can secure) that the aggregate amount for the
time being remaining undischarged of all moneys borrowed by the Company and/or
any of its relevant subsidiaries (exclusive of moneys borrowed by the Company
from and for the time being owing to any such relevant subsidiary, or by any
such relevant subsidiary from and for the time being owing to the Company or
another such relevant subsidiary) shall not at any time without the previous
sanction of an ordinary resolution of the Company exceed a sum equal to twice
the aggregate of the adjusted capital and reserves.
90.3 For the purposes of this Article the expression "the adjusted capital and
reserves" means at any relevant time the amount of the issued and paid up share
capital of the Company (and so that capital allotted and capital the issue of
which has been underwritten shall be treated as issued and any capital already
called up or payable at any fixed future date within six months shall be treated
as already paid up) plus or minus the aggregate amount standing to the credit or
debit of the consolidated reserves (including for the purposes of this
definition profit and loss account and any share premium account), plus the
amount of minority interests in any subsidiaries, all as included in the latest
published audited consolidated balance sheet of the Company plus an amount equal
to the goodwill (including intangible assets) which has arisen on acquisitions
of interests in companies and businesses made since 1st January 1981 in which
the Company or any of its relevant subsidiaries continues to have an interest as
at the relevant date of calculation and which has, as at such date, been written
off against the consolidated reserves referred to above in accordance with
United Kingdom accounting practices, less an amount equal to the amortisation of
such goodwill up to the relevant date of calculation, over 20 years on a
straight line basis but:
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(i) adjusted so as to exclude an amount equal to the net tangible
assets of any subsidiary which is not a relevant subsidiary as
included in the consolidated balance sheet of the Company;
(ii) adjusted as may be appropriate to take account of
(a) any increase in or reduction of the issued and paid up
share capital or share premium account of the Company
since the date to which the consolidated balance sheet
incorporated in such accounts shall have been made up;
(b) any distributions in cash or specie made (otherwise than
to the Company or to a relevant subsidiary) from such
reserves since such date and not provided for therein;
(c) any relevant subsidiary not consolidated in such
accounts, any companies which since the date of such
accounts have ceased to be or have become relevant
subsidiaries, and any companies which will become or will
cease to be relevant subsidiaries as a result of the
transaction in relation to which the calculation falls to
be made;
(iii) after excluding any sums provided for taxation (including
deferred tax);
(iv) after deducting therefrom (insofar as not otherwise deducted)
a sum equivalent to the book value of any goodwill and any
other intangible assets in the said consolidated balance
sheet;
(v) after making such other adjustments (if any) as the Auditors
may consider appropriate.
90.4 For the purpose of this Article "borrowings" shall include the following:
(i) the principal amount for the time being outstanding of any
debentures within the meaning of section 744 of the Companies
Act 1985, issued (whether for cash or otherwise) by the
Company or any relevant subsidiary;
(ii) the principal amount for the time being outstanding in respect
of acceptances raised by the Company or any relevant
subsidiary under any acceptance credit opened on its behalf
(not being acceptances in relation to the purchase of goods in
the normal course of trading which have been outstanding for
180 days or less);
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(iii) the nominal amount of any issued share capital and the
principal amount of any borrowings the repayment whereof is
guaranteed by or is the subject of an indemnity from the
Company or any relevant subsidiary;
(iv) the nominal amount of any issued share capital (not being
equity share capital) of a relevant subsidiary not being a
guarantor subsidiary, which is not beneficially owned by the
Company or by another relevant subsidiary;
together with (in any case) any fixed or minimum premium payable on final
redemption or final repayment, but shall not include:
(a) amounts borrowed and otherwise falling to be taken into account
pursuant to this Article and intended to be applied within six months
of being so borrowed in the repayment of borrowings then outstanding
which fall to be taken into account pursuant to this Article pending
their application for such purpose or the expiration of such period
whichever shall be the earlier;
(b) borrowings from bankers or others for the purpose of financing any
contract in respect of which any part of the price receivable is
guaranteed or insured by the Export Credits Guarantee Department of the
Department of Trade, or any institution approved by the Trustees
carrying on a similar business, to an amount not exceeding that part of
the price receivable thereunder which is so guaranteed or insured;
(c) unsecured borrowings from bankers to the extent that there are amounts
standing to the credit of the account(s) of the relevant subsidiary
making the borrowing and/or any other relevant subsidiary which, in
accordance with the arrangements made between the bankers and the
relevant subsidiary making the borrowing or any other relevant
subsidiary, are available for set-off by the bankers against the amount
of such borrowings;
(d) borrowings by a company, which on becoming a subsidiary after 27 May
1983 is also a relevant subsidiary, which are outstanding at the date
when it becomes a subsidiary for a period of twelve months from the
date of such event to the extent that a sum equal to the amount of such
borrowings exceeds any increase in the relevant limit arising out of
the adjustments to be made to the adjusted capital and reserves on
account of the transaction whereby such company becomes a relevant
subsidiary;
and shall be reduced by the amounts owed, as at the relevant date of
calculation, to the Company or any of its relevant subsidiaries provided that
the basis of calculation of such amounts owed shall be the same basis as that
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used for the calculation of the amounts of cash and liquid funds of the Company
and its relevant subsidiaries for the purposes of the most recent published
audited consolidated accounts of the Company.
90.5 For the purpose of determining whether the limit imposed by this Article
has been exceeded, the principal amount of any borrowings expressed in a
currency other than sterling shall be translated into sterling on the basis
adopted for the translation of borrowings in the latest published audited
consolidated accounts of the Company and no account shall be den of subsequent
fluctuations in the rates between sterling and the currency or currencies of the
borrowing.
90.6 Notwithstanding any provision contained in this Article no account shall be
taken of any amount more than once in the determination of the amount of
borrowings in relation to the limits set out in this Article. If, in the
determination of any such amount, the provisions of this Article may be applied
to produce more than one amount, that provision which produces the higher amount
shall apply to the exclusion of the other or others.
90.7 For the purpose of this Article the expression "relevant subsidiary" means
any subsidiary of the Company for the time being other than Lazard Brothers &
Co., Limited (including any successor company resulting from any reconstruction
of Lazard Brothers & Co., Limited unless within the period of two years
following such reconstruction the Company elects otherwise) and its
subsidiaries, "'guarantor subsidiary" means a relevant subsidiary which has for
the time being outstanding a guarantee given pursuant to clause 5 of a trust
deed dated 7 January 1983 made between the Company, the Original Guarantor
Subsidiaries named therein and The Law Debenture Corporation plc. (the "Trust
Deed") and "Trustees" means the trustee or trustees for the time being of the
Trust Deed.
90.8 No person dealing with the Company or any of its subsidiaries shall by
reason of the foregoing provisions of this Article be concerned to see or
inquire whether this limit is observed, and no debt incurred or security given
in excess of such limit shall be invalid or ineffectual unless the lender or the
recipient of the security had at the time when the debt was incurred or security
given express notice that the limit hereby imposed had been or would thereby be
exceeded.
PROCEEDINGS OF THE BOARD
91.1 The Board may meet together for the despatch of business, adjourn and
otherwise regulate its meetings as it thinks fit. Questions arising at any
meeting shall be determined by a majority of votes. In case of an equality of
votes the Chairman shall not have a second or casting vote.
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91.2 A Director may, and the Secretary on the requisition of a Director shall,
at any time summon a meeting of the Board. It shall not be necessary to give
notice of a meeting of the Board to any Director for the time being absent from
the United Kingdom.
91.3 Notice of the date, time and place of each meeting of the Board shall, so
far as practicable, be given to each Director at least twenty-four hours prior
to such meeting and may be given personally, by telephone, telex, post,
cablegram, facsimile or by such other means as the Board may approve from time
to time. The accidental omission to give notice of any meeting of the Board to
any Director entitled to receive the same, or the non-receipt of a notice of any
such meeting by such a Director, shall not invalidate the proceedings at the
meeting.
92. The quorum necessary for the transaction of the business of the Board shall
be fixed by the Board, and unless so fixed at any other number shall be two. For
the purpose of determining whether the quorum for the transaction of the
business of the Board exists:
(a) in the case of a resolution agreed by Directors in telephonic
communications, all such Directors shall be counted in the quorum;
(b) in the case of a meeting of Directors, in addition to the Directors
present at the meeting, any Director in telephonic communication with
such meeting shall be counted in the quorum.
93. The Board may elect a Chairman and, if it thinks fit, a Deputy Chairman of
its meetings, determine the period for which they respectively are to hold
office and may at any time remove the Chairman and/or the Deputy Chairman from
their respective office. If no such Chairman or Deputy Chairman is elected, or
if at any meeting neither is present within five minutes after the time
appointed for holding the same, or if the Chairman or Deputy Chairman is
unwilling to act, the Directors present may choose one of their number to be
Chairman of the meeting.
94. A resolution in writing, signed by all the Directors entitled to receive
notice of a meeting of Directors or of a committee of Directors shall, provided
they constitute a quorum, be as effective as a resolution passed at a meeting of
the Board or (as the case may be) a committee of the Board duly convened and
held and such resolution in writing may consist of several documents in like
form each signed by one or more of such Directors. For the purpose of this
Article, the signature of an alternate Director shall suffice in lieu of the
signature of the Director appointing him.
95. A meeting of the Board at which a quorum is present shall be competent to
exercise all powers and discretions for the time being exercisable by the Board
or by the Directors generally.
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96. The Board may delegate any of its powers (other than the powers to make
calls) to committees consisting of such member or members of its body as it
thinks fit. Any committee so formed shall, in the exercise of the powers so
delegated, conform to any regulations that may be imposed on it by the Board.
97. The meetings and proceedings of any such committee consisting of two or more
members shall be governed by the provisions of these Articles regulating the
meetings and proceedings of the Board, so far as the same are applicable and are
not superseded by any regulations made by the Board under the last preceding
Article.
98. All acts done by any meeting of the Board, or of a committee of the Board,
or by any person acting as a Director or by an alternate Director, shall,
notwithstanding it be afterwards discovered that there was some defect in the
appointment or continuance in office of any such Director, alternate Director or
person acting as aforesaid, or that they or any of them were disqualified, or
had vacated office or were not entitled to vote, be as valid as if every such
person had been duly appointed and was qualified and had continued to be a
Director or, as the case may be, an alternate Director and had been entitled to
vote.
MINUTES
99. The Board shall cause minutes to be made in books provided for the purpose:
(a) of all appointments of officers made by the Board;
(b) of the names of the Directors present at each meeting of the Board and
of any committee of the Board;
(c) of all resolutions and proceedings at all meetings of the Company and
of the holders of any class of shares in the Company and of the Board
and of committees of the Board.
Any such minutes, if purporting to be signed by the Chairman of the meeting to
which they relate or of the meeting at which they are read, shall be received as
prima facie evidence of the facts therein stated.
DISQUALIFICATION OF DIRECTORS
100. The office of a Director shall be vacated in any of the following events,
namely:
(a) if (not being a Managing Director holding office as such for a fixed
term) he resigns his office by notice in writing under his hand left at
the Office or sent to the Office by registered post;
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(b) if he becomes bankrupt or makes any arrangement or compounds with his
creditors;
(c) if he becomes incapable by reason of mental disorder of discharging his
duties as a Director or is, or may be, suffering from mental disorder
and either he is admitted to hospital in pursuance of an application
for admission for treatment under the provisions of any Act relating to
mental health, or an order is made by a court having jurisdiction
(whether in the United Kingdom or elsewhere) in matters concerning
mental disorder for his detention or for the appointment of a receiver,
curator bonis or other person to exercise powers with respect to his
property or affairs;
(d) if he shall have been absent from meetings of the Board for six months
without leave, expressed by a resolution of the Board, and his
alternate Director (if any) shall not have attended in his place and
the Board resolves that his office be vacated;
(e) if he shall be requested in writing by all his co-Directors to resign;
(f) if he ceases to be a Director by virtue of any provision of the
Statutes or he shall be prohibited from being a Director by any order
made under any provision of the Statutes.
101.1 No Director shall be disqualified by his office from contracting with the
Company either as vendor, purchaser or otherwise, or from being interested
whether directly or indirectly in any contract or arrangement entered into by or
on behalf of the Company. No such contract or arrangement in which any Director
shall be so interested shall be avoided, nor shall any Director so contracting,
or being so interested, be liable to account to the Company for any profit
realised by him from such contract or arrangement by reason of such Director
holding that office or the fiduciary relationship thereby established. A
Director so interested in any contract or arrangement shall declare the nature
of his interest in accordance with the provisions of the Statutes. For the
purpose of paragraph (1) of this Article an interest of which a Director has no
knowledge and of which it is unreasonable to expect him to have knowledge shall
not be treated as an interest of his
101.2 Save as herein provided, a Director shall not vote in respect of any
contract or arrangement or any other proposal whatsoever in which he has
(together with any interest of any person connected with him (as defined in
section 346 of the Companies Act 1985) an interest which is, to his knowledge, a
material interest, otherwise than by virtue of his interests in shares or
debentures or other securities of or otherwise in or through the Company. A
Director shall not be counted in the quorum at a meeting in relation to any
resolution on which he is debarred from voting.
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101.3 A Director shall (in the absence of some other material interest than is
indicated below) be entitled to vote (and be counted in the quorum) in respect
of any resolution concerning any of the following matters, namely:
(a) the giving of any guarantee, security or indemnity in respect of money
lent or obligations incurred by him or by any other person at the
request of or for the benefit of the Company or any of its
subsidiaries;
(b) the giving of any guarantee, security or indemnity to a third party in
respect of a debt or obligation of the Company or any of its
subsidiaries for which he himself has assumed responsibility in whole
or in part and whether alone or jointly with others under a guarantee
or indemnity or by the giving of security;
(c) any proposal relating to the Company or any of its subsidiary
undertakings where it is offering securities in which offer a Director
is or may be entitled to participate as a holder of securities or in
the underwriting or sub-underwriting of which a Director is to
participate;
(d) any proposal relating to another company in which he and any persons
connected with him do not to his knowledge hold an interest in shares
(as that term is used in sections 198 to 211 Companies Act 1985)
representing one per cent. or more of either any class of the equity
share capital, or the voting rights, in such company;
(e) any proposal relating to an arrangement for the benefit of the
employees of the Company or any of its subsidiary undertakings which
does not award him any privilege or benefit not generally awarded to
the employees to whom such arrangement relates; or
(f) any proposal concerning insurance which the Company proposes to
maintain or purchase for the benefit of Directors or for the benefit of
persons including Directors.
101.4 Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more Directors
to offices or employments with the Company or any company in which the Company
is interested, such proposals may be divided and considered in relation to each
Director separately and in such cases each of the Directors concerned (if not
debarred from voting under the proviso to paragraph (3) (d) of this Article)
shall be entitled to vote (and be counted in the quorum) in respect of each
resolution except that concerning his own appointment.
101.5 If any question shall arise at any meeting as to the materiality of a
Director's interest or as to the entitlement of any Director to vote and such
question is not resolved by his voluntarily agreeing to abstain from voting,
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such question shall be referred to the Chairman of the meeting or, if the
Chairman of the meeting is also interested in the contract or arrangement in
question, to a person appointed by the other Directors present at that meeting
for such purpose who is not so interested, and the ruling of the Chairman or, if
appropriate, such other person in relation to any other Director shall be final
and conclusive except in a case where the nature or extent of the interests of
the Director concerned have not been fairly disclosed.
102.1 A Director may be or become a director or other officer of any company
promoted by the Company or in which the Company may be interested as vendor,
member or otherwise, and no such Director shall (unless otherwise agreed) be
accountable for any benefits received as director or other officer of such
company.
102.2 The Board may exercise the voting power conferred by the shares in any
company held or owned by the Company in such manner in all respects as it thinks
fit (including the exercise thereof in favour of any resolution appointing its
members or any of them directors of such company, or voting or providing for the
payment of remuneration to the directors of such company).
102.3 Any Director may act by himself or his firm in a professional capacity for
the Company (otherwise than as Auditor) and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director.
RETIREMENT AND REMOVAL OF DIRECTORS
103. At every annual general meeting there shall retire from office:
(a) any Directors bound to retire under any other provision of these
Articles or pursuant to section 293 of the Companies Act 1985; and
(b) one-third of the other Directors (excluding any Director exempt from
retirement by rotation under any other provision of these Articles) or,
if their number is not a multiple of three, the number nearest to
one-third of them.
104. A Director retiring at a meeting shall retain office until the close or
adjournment of the meeting.
105. The Directors to retire by rotation in every year shall be those who have
been longest in office since their last election or appointment but, as between
persons who became or were last re-elected Directors on the same day, those to
retire shall (unless they otherwise agree among themselves) be determined by
lot. A retiring Director shall be eligible for re-election.
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106. The Company at the meeting at which a Director retires in manner aforesaid
may (subject to Article 80) fill the vacated office by electing a person
thereto, and in default the retiring Director shall be deemed to have been
re-elected, unless at or prior to such meeting he intimates that he does not
wish to be re-elected or it is expressly resolved not to fill such vacated
office or a resolution for the re-election of such Director shall have been put
to the meeting and lost. In the event of the vacancy not being filled at such
meeting it may be filled by the Board as a casual vacancy.
107. The Company may, pursuant and subject to the provisions of section 303 of
the Companies Act 1985, by ordinary resolution remove any Director before the
expiration of his period of office and may by an ordinary resolution appoint
another person in his stead. The person so appointed shall be subject to
retirement at the same time as if he had become a Director on the day on which
the Director in whose place he is appointed was last elected a Director.
MANAGING DIRECTOR AND EXECUTIVE DIRECTORS
108. The Board may from time to time appoint one or more of its body to the
office of Managing Director, or to any other office (except that of Auditor) or
employment under the Company, for such period and on such terms as it thinks fit
and may revoke such appointment (but so that such revocation shall be without
prejudice to any rights or claims which the person whose appointment is revoked
may have against the Company by reason of such revocation) and may also
authorise the continuation by any person appointed to be a Director in any other
office or employment held by him before he was so appointed. A Director (other
than a Managing Director) holding any such other office or employment is herein
referred to as "an Executive Director".
109. A Director appointed to the office of Managing Director shall, while
holding that office, (subject to the provisions of any contract between himself
and the Company) be subject to the same provisions as to resignation and removal
as the other Directors of the Company, and if he ceases from any cause to be a
Director he shall ipso facto cease to be a Managing Director (but without
prejudice to any rights or claims which he may have against the Company by
reason of such cesser).
110. An Executive Director shall, while holding any office or employment under
the Company, (subject to the provisions of any contract between him and the
Company) be subject to the same provisions as to resignation and removal as the
other Directors of the Company, and if he ceases from any cause to be a Director
he shall ipso facto cease to be an Executive Director (but without prejudice to
any rights or claims which he may have against the Company by reason of such
cesser).
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111. The emoluments of any Managing Director or Executive Director for his
services as such shall be determined by the Board, and may be of any
description.
112. The Board may entrust to and confer upon a Managing Director or Executive
Director any of the powers exercisable by it upon such terms and conditions and
with such restrictions as it thinks fit, and either collaterally with or to the
exclusion of its own powers, and may from time to time revoke, withdraw, alter
or vary all or any of such powers.
113. The Board may from time to time appoint any person to be President of the
Company and may also from time to time remove him from office and may appoint
another person in his place. The appointment to the office of President shall be
honorary. The President of the Company shall not be a Director and shall not by
reason of his holding the office of President be deemed to be a Director.
114. The President shall be entitled to be repaid all such reasonable travelling
(including hotel and incidental) expenses as he may incur in or about the
business of the Company.
ALTERNATE DIRECTORS
115. Any Director (other than an alternate Director) may without the consent of
the Board appoint any other Director and may at any time appoint any person
approved by the Board (such approval not to be unreasonably withheld) to be an
alternate Director of the Company, and may at any time remove any alternate
Director so appointed by him from office. An alternate Director so appointed
shall not be entitled to receive any remuneration from the Company, nor be
required to hold any share qualification. An alternate Director may be repaid by
the Company such expenses as might properly have been repaid to him if he had
been a Director, and he shall be entitled to be indemnified by the Company to
the same extent as if he were a Director. Every person acting as an alternate
Director shall be an officer of the Company and he shall not be deemed to be the
agent of the Director whom he represents.
116. An alternate Director shall (subject to his giving to the Company an
address within the United Kingdom at which notices may be served upon him) be
entitled to receive notices of all meetings of the Board and of any committee of
the Board of which the Director appointing him is a member, and to attend and
vote and be counted for the purposes of a quorum as a Director at any such
meeting at which the Director appointing him is not personally present, and
generally perform all the functions of his appointor as a Director in his
absence.
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117. An alternate Director shall ipso facto cease to be an alternate Director if
his appointor ceases for any reason to be a Director otherwise than by retiring
and being re-elected at the same meeting or on the happening of any event which,
if he were a Director, would cause him to vacate the office of Director.
118. An alternate Director may by writing under his hand left at the Office
resign such appointment.
119. All appointments and removals of alternate Directors shall be effected by
writing under the hand of the Director making or revoking such appointment left
at the Office or in any other manner approved by the Directors.
120. A Director or any other person may act as alternate Director to represent
more than one Director, and an alternate Director shall be entitled at Board
Meetings and at any meeting of a committee of the Board to one vote for every
Director whom he represents in addition to his own vote as Director.
SECRETARY
121. The Secretary shall be appointed by the Board for such term, at such
remuneration and upon such conditions as it may think fit; and any Secretary so
appointed may be removed by the Board.
122. The Board may also appoint one or more persons as Deputy Secretary for such
term, at such remuneration and upon such conditions as it may think fit; and any
Deputy Secretary so appointed may be removed by the Board. Any Deputy Secretary
may, in the absence of the Secretary, do anything which may be required or
authorised to be done by or to the Secretary.
123. A provision of the Statutes or these Articles requiring or authorising a
thing to be done by or to a Director and the Secretary shall not be satisfied by
its being done by or to the same person acting both as Director and as, or in
place of, the Secretary or Deputy Secretary.
THE SEAL
124.1 The Board shall provide for the safe custody of the Seal, which shall only
be used by the authority of the Board or of a committee of the Board authorised
by the Board in that behalf and, subject to the provisions of this Article,
every instrument to which the Seal shall be affixed shall be signed by a
Director and shall be countersigned by the Secretary or by a second Director or
by some other person appointed by the Board for the purpose.
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124.2 All forms of certificates for shares, stock or debentures or representing
any other form of security (other than letters of allotment or scrip
certificates or other like documents) shall be issued under the Seal in manner
above provided or under the official seal kept by the Company by virtue of the
Statutes; but the Board may by resolution determine either generally or in any
particular case that any signatures may be affixed to such certificates by some
mechanical means or that such certificates need not be signed by any person.
125. The Company may exercise the powers conferred by the Statutes with regard
to having an official seal for use abroad, and such powers shall be vested in
the Board.
ACCOUNTS AND DIVIDENDS
126. The Board shall cause accounting records to be kept and such other books
and registers as are necessary to comply with the provisions of the Statutes.
127. The accounting records shall be kept at the Office or (subject to the
provisions of the Statutes) at such other place as the Board thinks fit, and
shall at all times be open to inspection by the Directors. No member (other than
a Director) shall have any right of inspecting any account or book or document
of the Company, except as conferred by the Statutes or authorised by the Board
or by the Company in general meeting.
128. The Board shall from time to time in accordance with the Statutes cause to
be prepared and to be laid before the Company in general meeting such profit and
loss accounts, balance sheets, group accounts (if any) and reports as are
required by the Statutes.
129. A printed copy of every balance sheet (including every document required by
law to be annexed thereto) which is to be laid before the Company in general
meeting and of the Board's and Auditor's reports shall, at last twenty-one days
before the meeting, be delivered or sent by post to every member and debenture
holder of the Company of whose address the Company is aware, or, in the case of
joint holders of any share or debenture, to one of the joint holders provided
that the requirements of this Article 129 shall be deemed satisfied in relation
to any member by sending to each such member, where permitted by the Statutes
and instead of the said copies, a summary financial statement derived from the
Company's annual accounts and the report of the Directors and prepared in the
form and containing the information prescribed by the Statutes and any
regulations made thereunder.
AUDIT
130. Auditors of the Company shall be appointed and their duties regulated in
accordance with the Statutes.
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131. The Auditors' report to the members made pursuant to the statutory
provisions as to audit shall be read before the Company in general meeting and
shall be open to inspection by any member who shall be entitled to be furnished
with a copy of the balance sheet (including every document required by law to be
annexed thereto) and Auditors' report in accordance with the Statutes.
DIVIDENDS AND RESERVES
132. The profits of the Company available for dividend and resolved to be
distributed shall be applied in the payment of dividends to the members in
accordance with their respective rights and priorities. Subject to the next
following Article, the Company in general meeting may declare dividends but not
in excess of the amount recommended by the Board.
133. No dividend shall be paid otherwise than out of profits available for
distribution under the provisions of the Statutes.
134.1 All dividends shall be declared and paid according to the amounts paid up
on the shares in respect whereof the dividend is paid, but no amount paid up on
a share in advance of calls shall be treated for the purposes of this Article as
paid on the share. All dividends shall be apportioned and paid pro rata
according to the amounts paid up on the shares during any portion or portions of
the period in respect of which the dividend is paid; but if any share is issued
on terms providing that it shall rank for dividend as from a particular date, or
be entitled to dividends declared after a particular date such share shall rank
for or be entitled to such dividend accordingly.
134.2 The Directors may at their discretion make provisions to enable such
member and/or other person as they shall from time to time determine to receive
dividends duly declared and all redemption moneys in respect of redeemable
shares in a currency or currencies other than sterling. For the purposes of the
calculation of the amount receivable in respect of any dividend or payment of
redemption moneys, the rate of exchange to be used to determine the foreign
currency equivalent of any sum payable as a dividend or payment of redemption
moneys shall be such market rate selected by the Directors as they shall
consider appropriate ruling at any time between the close of business in London
on the date which is the business day last preceding the date on which the
Directors publicly announce their intention to recommend or pay (as the case may
be) that specific dividend or (as the case may be) the Redemption Date in
respect of such redeemable shares and the close of business on the date on which
that specific dividend or redemption moneys are paid.
135.1 Any general meeting declaring a dividend may upon the recommendation of
the Board, direct payment or satisfaction of such dividend
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wholly or partly by the distribution of specific assets and in particular of
fully paid up shares or debentures of any other company, and the Board shall
give effect to such direction, and where any difficulty arises in regard to such
distribution, the Board may settle it as it thinks expedient, and in particular
may issue fractional certificates and fix the value for distribution of such
specific assets or any part thereof and may determine that cash payment shall be
made to any members upon the footing of the value so fixed in order to adjust
the rights of those entitled to participate in the dividend, and may vest any
such specific assets in trustees upon trust for the members entitled to the
dividend as may seem expedient to the Board.
135.2 The Directors may, with the sanction of an ordinary resolution of the
Company, offer any holders of the Ordinary Shares (any one or more of which are
hereinafter referred to as "holders") the right to elect to receive Ordinary
Shares credited as fully paid, in whole or in part, instead of cash in respect
of such dividend or dividends (or some part to be determined by the Directors)
as may be specified by the resolution.
The following provisions shall apply:
(a) the said resolution may specify a particular dividend, or may specify
all or any dividends declared or to be declared or paid in respect of a
specified period or periods, or for payment not later than the
beginning of the annual general meeting next following the passing of
such resolution or such later annual general meeting as may be
specified by the resolution;
(b) save where the Directors otherwise determine, the basis of allotment of
Ordinary Shares shall be that the relevant value for each holder shall
be as nearly as possible equal to (but not more than) the cash amount
(exclusive of any imputed tax credit) that such holder would have
received by way of the dividend forgone. For the purpose of this clause
"relevant value" shall (save where the Directors otherwise determine)
be calculated by reference to the average of the middle market
quotations for the Company's Ordinary Shares on The International Stock
Exchange as derived from the Daily Official List for the day when the
Ordinary Shares are first quoted "ex" the relevant dividend and the
four immediately following business days;
(c) the Board may notify the holders in writing of any right of election
offered to them, and may send to holders at any time forms of election
applicable to such right of election and/or to more than one such right
of election, such forms specifying the procedure to be followed and the
place at which, and the latest time or date by which, duly completed
forms of election, or notices from holders amending or terminating
existing elections, must be lodged in order to be effective;
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(d) subject to sub-paragraph (f) of this Article, the dividend (or that
part of the dividend for which a right of election has been given)
shall never become payable in cash on Ordinary Shares to the extent
that the election has been duly effected ("elected shares") and
additional Ordinary Shares shall instead be allotted to the holders of
the elected shares on the basis of allotment determined as aforesaid.
For such purpose the Board shall appropriate, as it sees fit, out of
such of the sums standing to the credit of any reserve or fund
(including the profit and loss account), whether or not the same is
available for distribution, as the Board may determine, a sum equal to
the aggregate nominal amount of the additional Ordinary Shares to be
allotted on such basis and apply the same in paying up in full the
appropriate number of unissued Ordinary Shares for allotment and
distribution to and amongst the holders of the elected shares on such
basis;
(e) the additional Ordinary Shares so allotted shall rank pari passu in all
respects with the fully paid Ordinary Shares of the same class then in
issue save only as regards participation in the dividend in place of
which they were allotted;
(f) no fraction of an Ordinary Shares shall be allotted. The Board may make
such provisions as it thinks fit for any fractional entitlements
including provisions whereby, in whole or in part, the benefit thereof
accrues to the Company and/or under which fractional entitlements are
accrued and/or retained and in each case accumulated on behalf of any
holder and such accruals or retentions are applied to the allotment by
way of bonus to or cash subscription on behalf of such holder of fully
paid Ordinary Shares and/or provisions whereby cash payments may be
made to holders in respect of their fractional entitlements;
(g) the Board may do all acts and things considered necessary or expedient
to give effect to the allotment and issue of any Ordinary Shares in
accordance with the provisions of this Article or otherwise in
connection with any offer made pursuant to this Article and may
authorise any person to enter, on behalf of all the holders concerned,
into an agreement with the Company providing for such allotment and
incidental matters and any agreement so made under such authority shall
be binding on all such holders;
(h) the Board may on any occasion decide that rights of election shall not
be made available to any category of shareholders or to any
shareholders in any territory where, in the absence of a registration
statement or other special formalities or for any other reason, the
circulation of an offer of rights of election to such shareholders or
in such territory would or might be unlawful or where, in the opinion
of the Board, compliance with local laws and/or regulations would be
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unduly onerous and in such case the provisions of this Article shall be
subject to such decision;
(i) the Board may in its discretion amend, suspend or terminate any offer
which is in operation;
(j) the power conferred under this Article and by any authority given by
the holders shall not be exercised unless the Company shall then have:
(i) sufficient unissued Ordinary Shares in the capital of the
Company authorised for issue;
(ii) sufficient reserves or funds that may be capitalised after the
basis of allotment is determined;
in each case to give effect to the terms of any such scheme; and
(k) every duly elected election shall be binding on every successor in
title to the elected shares (or any of them) of the holder(s) who
has/have effected the same.
136. Subject to the provisions of the Statutes and to Article 133, the
Directors:
(a) may declare and pay the fixed dividends on any class of shares carrying
a fixed dividend expressed to be payable on fixed dates on the
half-yearly or other dates prescribed for the payment thereof; and
(b) may provide, in such manner and on, such terms as they may think fit,
for the payment of any dividends (whether fixed or calculated by
reference to or in accordance with a specified procedure or mechanism)
on any class of shares carrying such a dividend on such dates as may be
prescribed for the payment thereof (whether such dates are fixed or are
determined or to be determined in accordance with a specified procedure
or mechanism); and
(c) may also from time to time declare and pay interim dividends on the
shares of any class of such amount and on such dates and in respect of
such periods as they think fit;
Provided the Directors act in good faith they shall not incur any liability to
the holders of shares conferring preferred rights for any loss they may suffer
by the lawful payment of an interim dividend on any shares having deferred or
non-preferred rights.
137. The Board may set aside out of profits of the Company available for
dividend and carry to reserve or reserves such sums as it may think proper,
which shall, at the discretion of the Board be applicable for meeting
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contingencies, or for the gradual liquidation of any debt or liability of the
Company, or in providing for depreciation or contingencies or for writing down
the value of the assets or for equalising dividends, or for any other purpose to
which the profits of the Company may properly be applied, and pending such
application may, at the like discretion, either be employed in the business of
the Company, or be invested in such investments (other than shares of the
Company) as the Board may from time to time think fit. The Board may also
without placing the same to reserve carry forward any profits which it may think
prudent not to distribute.
138. The Board shall transfer to share premium account as required by the
Statutes sums equal to the amount or value of any premiums at which any shares
of the Company shall be issued. Subject to the provisions of the Statutes the
provisions of these Articles relating to sums carried or standing to reserve
shall be applicable to sums carried and standing to share premium account.
139. The Board may deduct from any dividend payable to any member all sums of
money (if any) presently payable by him to the Company on account of calls or
otherwise in relation to shares in the Company.
140. Subject to the rights attaching to, or the terms of issue of, any shares,
any dividend on shares of any class or distribution, allotment or issue to the
holders of any shares of any class (whether to be paid or made pursuant to a
resolution of the Company in general meeting or a resolution of the Directors or
otherwise) may be paid or made to the person registered as the holder of such
shares or the persons otherwise entitled thereto at the close of business on a
particular date notwithstanding that it may be a date prior to that on which the
dividend, distribution, allotment or issue is to be paid or made or on which any
resolution relating thereto is passed and any such dividend, distribution,
allotment or issue shall be paid or made to them in accordance with their
respective entitlements thereto but without prejudice to the rights inter se, in
respect of such dividend, distribution, allotment or issue, of any holder or
former holder of any such shares.
141. The Board may pay the dividends or interest payable on shares in respect of
which any person is by transmission entitled to be registered as holder to such
person upon production of such certificate and evidence as would be required if
such person desired to be registered as a member in respect of such shares.
142. No dividend or other moneys payable in respect of a share shall bear
interest against the Company unless otherwise provided by the rights attached to
or the terms of issue of the share.
143. All dividends unclaimed for six months after having been declared may be
invested or otherwise made use of by the Board for the benefit of the
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Company until claimed and so that the Company shall not thereby be constituted
as a trustee in respect thereof. All dividends unclaimed for a period of twelve
years after having been declared shall be forfeited and shall revert to the
Company.
144. Any dividend or other moneys payable in cash on or in respect of a share
may be paid by cheque or warrant sent through the post to the registered address
of the member or person entitled thereto (or, if two or more persons are
registered as joint holders of the share or entitled thereto in consequence of
the death or bankruptcy of the holder, to any one of such persons) or to such
person and such address as such member or person or persons may by writing
direct or may be paid by inter-bank transfer to such account in such place or by
such other means as the Directors may determine or think fit. Where such
dividend or other moneys are or are to be paid by cheque or warrant, every such
cheque or warrant shall be made payable to the order of the person to whom it is
sent or to such person as the holder or joint holders or person or persons
entitled to the shares in consequence of the death or bankruptcy of the holder
may direct and payment of the cheque or warrant by the bank on which it is drawn
shall be good discharge to the Company. Every such cheque or warrant shall be
sent at the risk of the person entitled to the moneys represented thereby.
Subject to the provisions of these Articles and to the rights attaching to, or
the terms of issue of, any shares, any dividend or other moneys payable on or in
respect of a share may be paid in such currency as the Directors may think fit
or otherwise determine. If any such cheque or warrant is returned undelivered or
is left uncashed on two consecutive occasions or, following one such occasion,
reasonable enquiries have failed to establish any new address of the registered
holder, the Company may cease sending any further cheques or warrants in respect
of any dividend to such member until such time, if ever, as such member shall
notify the Company of an address to which any cheque or warrant may be sent in
future.
145. If several persons are registered as joint holders of any share, any one of
them may give effectual receipts for any dividend or other moneys payable in
respect of the share.
CAPITALISATION OF PROFITS
146.1 The Company may, upon the recommendation of the Board, resolve that it is
desirable to capitalise any of the profits of the Company to which this Article
applies and accordingly that the Board be authorised and directed to appropriate
the profits so resolved to be capitalised to the members on the record date
specified in the relevant resolution who would have been entitled thereto if
distributed by way of dividend and in the same proportions.
146.2 Subject to any direction given by the Company, the Board shall make all
appropriations and applications of the profits resolved to be capitalised by
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any such resolution and such profits shall be applied by the Board on behalf of
the members entitled thereto, either:
(a) in or towards paying up the amounts (if any) for the time being unpaid
on any shares held by such members respectively; or
(b) in paying up in full unissued shares, debentures or obligations of the
Company of a nominal amount equal to such profits, for allotment and
distribution credited as fully paid up, to and amongst such members in
the proportion aforesaid;
or partly in one way and partly in the other; provided that the only purpose to
which sums standing to capital redemption reserve or share premium account shall
be applied pursuant to this Article shall be the payment up in full of unissued
shares to be allotted and distributed as aforesaid.
146.3 The Board shall have power after the passing of any such resolution:
(a) to make such provisions (by the issue of fractional certificates or by
payment in cash or otherwise) as it thinks fit in the case of shares,
debentures or obligations becoming distributable in fractions; and
(b) to authorise any person to enter, on behalf of all the members entitled
thereto, into an agreement with the Company providing (as the case may
require) either:
(i) for the payment up by the Company on behalf of such members
(by the application thereto of their respective proportions of
the profits resolved to be capitalised) of the amounts, or any
part of the amounts, remaining unpaid on their existing
shares; or
(ii) for the allotment to such members respectively, credited as
fully paid up, of any further shares, debentures or
obligations to which they may be entitled upon such
capitalisation;
and any agreement made under such authority shall be effective and binding on
all such members.
146.4 The profits of the Company to which this Article applies shall be any
undivided profits of the Company not required for paying the fixed dividends on
any preference shares or other shares issued on special conditions and shall
include:
(a) any profits arising from appreciation in capital assets (whether
realised by sale or ascertained by valuation); and
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(b) any amounts for the time being standing to any reserve or reserves or
to the capital redemption reserve or to share premium or other special
account.
NOTICES
147. Any notice or document may be served by the Company on any member either
personally or by sending it through the post in a prepaid letter addressed to
such member at his registered address. In the case of joint holders of a share
all notices shall be given to that one of the joint holders whose name stands
first in the Register, and notice so given shall be sufficient notice to all the
joint holders.
148. Any member described in the Register by an address not within the United
Kingdom, who shall from time to time give to the Company an address within the
United Kingdom at which notices may be served upon him, shall be entitled to
have notices served upon him at such address; but save as aforesaid, no member
other than a registered member described in the Register by an address within
the United Kingdom shall be entitled to receive any notice from the Company.
149.1 Any notice or other document, if served by post, shall be deemed to have
been served on the day following that on which the letter containing the same is
posted (by whatever class of post). In proving such service it shall be
sufficient to prove that the letter containing the notice or document was
properly addressed, stamped and posted.
149.2 A member present, either in person or by proxy, at any meeting of the
Company or of the holders of any class of shares in the Company shall be deemed
to have received notice of the meeting and, where requisite, of the purposes for
which it was called.
150. Any notice or document delivered or sent by post to, or left at the
registered address of, any member in pursuance of these Articles shall,
notwithstanding that such member be then dead or bankrupt, and whether or not
the Company have notice of his death or bankruptcy, be deemed to have been duly
served in respect of any share registered in the name of such member as sole or
joint holder, unless his name shall, at the time of the service of the notice or
document, have been removed from the Register as the holder of the share, and
such service shall for all purposes be deemed a sufficient service of such
notice or document on all persons interested (whether jointly with or as
claiming through or under him) in the share.
151.1 If at any time the Company is unable effectively to convene a general
meeting by notices sent through the post in the United Kingdom as a result of
the suspension or curtailment of postal services, notice of such general meeting
may be sufficiently given by advertisement in the United Kingdom. In
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any such case the Company shall send confirmatory copies of the notice by post
if at least two clear days prior to the meeting the posting of notices to
addresses throughout the United Kingdom again becomes practicable. Any notice
given by advertisement pursuant to this paragraph (1) of Article 151 shall be
advertised on the same date in at least one national newspaper and such notice
shall be deemed to have been served on the day when the advertisement appears.
151.2 Any notice required to be given by the Company to members (including for
this purpose holders of share warrants) and not expressly provided for by these
Articles or by the terms of issue of any shares shall be sufficiently given if
given by advertisement. Any such notice shall be advertised once in a leading
daily newspaper in London and shall be taken as given at noon on the day on
which such advertisement appears. The holder of a share warrant shall be
entitled in respect thereof to notice only by advertisement as herein provided.
152. Every person who by operation of law, transfer or other means whatsoever
shall become entitled to any share shall be bound by every notice other than a
notice issued by authority of Article 11 in respect of such share which,
previously to his name and address being entered in the Register, shall be duly
given to the person from whom he derives his title to such share.
WINDING UP
153. If the Company shall be wound up, the liquidator may, with the sanction of
an extraordinary resolution of the contributories, divide amongst the
contributories in specie the whole or any part of the assets of the Company and
may, for that purpose value any assets and determine how the division shall be
carried out as between the contributories or different classes of
contributories. The liquidator may, with the like sanction, vest the whole or
any part of such assets in trustees upon such trusts for the benefit of the
contributories as the liquidator with the like sanction shall think fit.
154. The power of sale of a liquidator shall include a power to sell wholly or
partially for shares or stock or for the debentures, debenture stock or other
obligations of another company, either then already constituted, or about to be
constituted, for the purpose of carrying out the sale.
INDEMNITY
155.1 The Directors, alternate Directors, Auditors, Secretary, managers and
other officers of the Company shall be indemnified out of its assets against all
liability incurred by them as such in defending any proceedings, whether civil
or criminal, in respect of alleged negligence, default, breach of duty or breach
of trust, in which judgement is given in their favour, or in which they are
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acquitted or in connection with any application under the Statutes in which
relief is granted to them by the Court.
155.2 Without prejudice to the provision of Article 155(1), the Directors shall
have the power to purchase and maintain insurance for or for the benefit of any
persons who are or were at any time Directors, officers or employees of the
Company, or any company in which the Company has an 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 any such other company, or who are
or were at any time trustees of any retirement benefits scheme or employee
benefits trust in which employees of the Company or 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
or discharge of their duties or in the exercise or purported exercise of their
powers or otherwise in relation to their duties, powers or offices in relation
to the Company or any such other company, subsidiary undertaking or retirement
benefits scheme or employee benefits trust.
DISCOVERY
156. No member or meeting of members shall be entitled to discovery of or any
information respecting any detail of the Company's operations or trading or any
matter which may be or is in the nature of a trade secret, or which may relate
to the conduct of the business of the Company, which in the opinion of the Board
it would not be expedient in the interests of the members to communicate.
DESTRUCTION OF DOCUMENTS
157. The Company shall be entitled to destroy all instruments of transfer of
shares which have been registered at any time after the expiration of six years
from the date of registration thereof and all dividend mandates and
notifications of change of address at any time after the expiration of two years
from the date of recording thereof and all share certificates which have been
cancelled at any time after the expiration of one year from the date of the
cancellation thereof and it shall conclusively be presumed in favour of the
Company that every entry in the Register purporting to have been made on the
basis of an instrument of transfer or other document so destroyed was duly and
properly made and every instrument of transfer so destroyed was a valid and
effective instrument duly and properly registered and every share certificate so
destroyed was a valid and effective certificate duly and properly cancelled and
every other document herein before mentioned so destroyed was a valid and
effective document in accordance with the recorded particulars thereof in the
books or records of the Company. Provided always that:
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(i) the provisions aforesaid shall apply only to the destruction
of a document in good faith and without notice of any claim
(regardless of the parties thereto) to which the document
might be relevant;
(ii) nothing herein contained shall be construed as imposing upon
the Company any liability in respect of the destruction of any
such document earlier than as aforesaid or in any other
circumstances which would not attach to the Company in the
absence of this Article;
(iii) references herein to the destruction of any document include
references to the disposal thereof in any manner.
UNTRACED SHAREHOLDERS
158.1 If in the period of twelve years prior to the date of publication of the
advertisements referred to below (or, if published on different dates, the first
thereof) at least three dividends have become payable in respect of any class of
shares of the Company and all warrants and cheques in respect of the shares in
question have remained uncashed during that period, the Company may sell for the
best price reasonably obtainable the shares of that member or of a person
entitled to such shares by virtue of transmission on death, bankruptcy, mental
disorder, operation of law or any other event in such manner as the Board thinks
fit provided that:
(a) the Company shall, as soon as practicable after expiry of the said
period of twelve years, have given notice by advertisement in a
national daily newspaper and a newspaper circulating in the area of the
address at which service of notices upon such member or person entitled
to such shares may be effected in accordance with these Articles of its
intention to sell such shares;
(b) the Company has not, during the further period of three months after
the date of the advertisements (or, if published on different dates the
later thereof) and prior to the exercise of the power of sale, received
any communication from the member or a person entitled to such shares
by virtue of transmission on death or bankruptcy or otherwise; and
(c) if the shares are listed on The Stock Exchange the Company shall have
notified the Quotations Department of The Stock Exchange of such
intention prior to the publication of such advertisements.
158.2 To give effect to any such sale the Board may authorise some person to
execute as transferor an instrument of transfer of the shares to be sold to, or
in accordance with the directions of, the purchaser and such instrument of
transfer shall be as effective as if it had been executed by the registered
holder
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of, or person entitled by transmission to, such shares. The transferee shall be
entered in the Register as the holder of the shares comprised in any such
transfer (notwithstanding that no certificate representing the shares shall be
produced), and he shall not be bound to see to the application of the purchase
money, nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
158.3 The net proceeds of sale, after payment of the costs thereof, shall belong
to the Company which shall be obliged to account to the former member or other
person previously entitled as aforesaid for an amount equal to such proceeds and
shall enter the name of such former member or other person in the books of the
Company as a creditor for such amount. No trust shall be created in respect of
the debt, no interest shall be payable in respect of the same and the Company
shall not be required to account for any money earned on the net proceeds, which
may be employed in the business of the Company or invested in such investments
as the Board may from time to time think fit.
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INDEX TO ARTICLES OF ASSOCIATION
<TABLE>
<CAPTION>
ARTICLE PAGE
<S> <C> <C>
Accounts, books of 126 34
Books of, where kept 127 34
copies of, to be sent to Members 129 34
inspection of 127 34
to be submitted in accordance with the Statutes 128 34
Administrators of deceased Members 39 10
Allotment 7 3
Alternate Directors 98,115-120 27,32-33
Appointment of Directors 77-79 19-20
Auditors, appointment 130 34
report 131 34
Bankruptcy, rights of person entitled in
consequence of 39,40 10
Borrowing, Board's powers 90 22
definitions related to 90.3 22
Brokerage on shares 8 4
Calls on shares, Board may make from time to time 14 6
date of call 15 6
differentiation on 19 7
forfeiture of shares, for non-payment of 27 8
in arrears 69 18
interest on unpaid calls 17 6-7
joint holders jointly and severally liable 16 6
made when resolution passed 15 6
moneys may be paid up in advance and interest paid
thereon 20 7
notice to be given 14 6
procedure to recover money due on calls 25 8
sums deemed to be 18 7
Capital of Company 3 3
Capital of Company, alterations to 46-48 13-14
cancellation of shares 46(c) 13
conversion of shares into stock and vice versa 42 12
consolidation of shares 46(a) 13
fractions of shares on consolidation 46(a) 13
increase of 47 14
redeemable shares, power to issue 49 14
reduction of by special resolution 48 14
rights may be varied 4-5 3
sub-division of shares 46(a) 13
Capitalisation of profits 146 40-41
Certificates 12-13 5-6
charges for 12.1 5
</TABLE>
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<TABLE>
<S> <C> <C>
lost or destroyed, new may be issued 13 6
may be delivered to any one of joint holders 12.2 6
one to every Member 12.1 5
to be sealed, but need not be signed 124.2 33
Chairman 57-64 15-17
adjourn meetings, right to 59 16
adjourned meetings, fixing of 57 15
casting vote at board meetings, no 91.1 25
casting vote at general meetings 63 17
declaration of result of vote on a show of hands 60 16
Deputy 58 15
director's interest, decision as to 101.5 30
election by board 93 26
poll, on election of Chairman 62 16-17
poll, right to demand 60 16
preside at general meetings, to 58 15
qualification of vote, decision as to 70 18
Closing of books 37 10
Commission on shares 8 4
Consolidation of shares 46(a) 13
Conversion of shares into stock and vice versa 42 12
Debentures, etc may be issued 90.1 22
Default notices 11 4-5
Definitions 2 1-2
Directors, acting in a professional capacity 102.3 30
acts valid notwithstanding defect in appointment 98 27
alternate 115-120 32-33
appointment of 76-77,79 19-20
appointment of, by separate resolution 79 19-20
Chairman and Deputy Chairman of 93 26
Chairman entitled to take chair at general meetings 58 15
Chairman to have no casting vote 91 25-26
committees, powers may be delegated to 96 27
Company may fill vacancies at general meeting 78 19
continuing Directors may act in case of
vacancy 78 19
contracts, interest in to be disclosed 101.1 28
contracts, not disqualified from entering into with Company 101.1 28
contracts, power to vote on 101.2 28
disqualification of 100 27-28
election by general meeting 106 31
Executive 108-109 31
expenses 82 20
fees 82 20
if place not filled up, retiring Directors continue 106 31
indemnified against losses, indemnity insurance etc 155 43
may appoint attorneys 87 21-22
</TABLE>
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<TABLE>
<S> <C> <C>
may appoint local boards and delegate powers 85 21
may become Director of any subsidiary or other company 102.1 30
may provide for local management 85 21
meetings, a Director may at any time convene 91.2 26
meetings, Director may fix a quorum 92 26
meetings, Directors may meet as they think fit 91.1 25-26
meetings, notice of 91.3 26
meetings, proceedings at 91-98 25-27
meetings, quorum 92 26
no person other than retiring Director eligible for election
without notice or Directors' recommendation 80 20
number of 76 19
office, when vacated 104 30
pensions 86 21
power to make additional appointments 77 19
powers 84-89 20-22
powers, general powers of Company vested in Directors 84 20
proceedings 91-98 25-27
qualification of 81 20
removal 103,107 30,31
remuneration 82 20
remuneration for special services 83 20
report to be submitted in accordance with the Statutes 128,129 34
resignation of 100 27-28
resolutions of 94 26
retiring Directors eligible for re-appointment 105 30
retiring, if places not filled up, to continue 106 31
rotation and retirement of 105 30
selection of Directors to retire 105 30
special services 83 20
travelling and other expenses 82 20
vacancy may be filled at general meeting 78 19
vacancy may be filled by Directors 77 19
voting by, with regard to interest in contracts 101.2 28
voting by, with regard to offices under the company or subsidiary 102 30
Discovery 156 43-44
Dividends, interim, Board may pay 136 38
joint holders 145 40
joint holders, any of them may give receipt 146 40-41
may be paid in specie or satisfied by allotment or ordinary
shares if authorised by general meeting 135 35-38
may be retained until person entitled becomes a member 141 10
may cease to be sent 144 39-40
</TABLE>
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<TABLE>
<S> <C> <C>
method of payment 144 39-40
no dividends shall bear interest against Company 142 39
no larger than board recommends 133 35
on shares in proportion to amount paid up 134 35
production of evidence 141 39
recommended by Board 132 35
and reserves 137 38
subject to Statutes 133 35
when may be retained 21,41,139 7,10,39
Documents, discovery 156 43-44
power of Company to destroy 157 44
service of 147-152 41-42
to be sent to members 129 34
Executive Directors 108-112 31-32
Executors of deceased Members, rights of 39,41 10
Extraordinary General Meetings 51,55 14,15
Forfeiture, Board may accept surrender of shares liable to 30 9
day and place, etc, to be named in notice 26 8
forfeited shares 28 8
forfeiture may be cancelled 28 8
if notice not complied with sharesmay be forfeited 27 8
Member liable to pay call notwithstanding 29 8-9
notice, form of 26 8
notice requiring payment of money due 25 8
statutory declaration conclusive evidence 31 9
General Meetings 50-64 14-17
adjournment of 57,59 15,16
Annual 50 14
business of Annual 55 15
Chairman has casting vote 63 17
Chairman of 58 15
Extraordinary, all other than Annual 50 14
Extraordinary, may be convened by board or by requisition 51 14
notice of 52-54 14-15
proceedings at 55-64 15-17
quorum 56 15
time and place 53 15
voting at 60-63 16-17
Increase of capital 47 14
Indemnity 155 43
Instalments 25 8
Interpretation 45 13
</TABLE>
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<TABLE>
<S> <C> <C>
Lien, application of proceeds of sale 24 8
Board may exempt any share from these provisions 21 7
Company has first lien on shares not fully paid up, and on
dividends 21 7
Company may sell shares to enforce lien 22 7
effect of sale 23 7
name of purchaser shall be entered in Register 23 7
Liquidation 153,154 43
Loan capital 90 22-25
Local management 85 21
Managing Director and Executive Directors 108-112 31-32
appointment of 108 31
not subject to retirement by rotation 109-110 31
power such as Board thinks fit 112 32
remuneration to be fixed by Board 111 32
Minutes 99 27
Notices, accidental omission of, not to invalidate
resolution 54 15
binding on all persons claiming by transfer or transmission 152 42
clear days 2 2
deemed receipt 149.2 42
deemed to be served on day following that on which posted 149.1 42
deemed to be served where member deceased or bankrupt 150 42
given to first of joint holders 147 41
holders out of United Kingdom may notify an address 148 41
how given and when deemed served, etc 147-152 41-42
may be served personally or by post 147 41
may be given by advertisement 151 42
of general meetings 52-54 14-15
Pensions, establishment by Board 86.1 21
Personal representative, rights of unregistered 40,41 10-11
Poll, demand of not to prevent transaction of other business 64 17
how to be demanded 60 16
on adjournment or election of Chairman 62 16-17
result of 61 16
to be taken as Chairman directs 62 16-17
Powers of attorney 74,87 18-19,
21-22
Powers of Board 84-89 20-22
President 113,114 32
</TABLE>
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<TABLE>
<S> <C> <C>
Proceedings, at general meetings 55-64 15-17
of Board 91-98 25-27
Proxies 60,63, 16,17,
65-75 17-19
Purchase of Company's shares 9 4
Quorum, at Board Meetings 92 26
at general meetings 56 15
at meetings of classes of shares 4 3
Redeemable shares 49 14
Reduction of capital 48 14
Register, keeping of 126 34
closing of 37 10
Removal of Directors 103-107 30-31
Reserves 137 38
capitalisation of 146 40-41
Rights of Members, variation of 4,5 3
Rotation and retirement of Directors 103-107 30-31
Seal, affixing of 124,125 33
in foreign countries 125 33
Secretary 121,123 33
Deputy 122 33
if a Director 123 33
Securities Seal 2 1
shares warrants, issued under 41(A) 10-12
Services of notices and other documents 147-152 41-42
Share certificates 12-13 5-6
Share premium account 138 38
Share warrant 2 1
Company's right to issue and rights attached to 41(A) 10-12
Shares, allotment by Board 7 3
cancellation of 46(c) 13
commissions 8 4
Company may purchase its own 9 4
consolidation 46(a) 13
conversion into stock and vice versa 42 12
different clauses of 4 3
new issues of, not a variation of rights attaching to existing 5 3
shares
power to deal with fractions on consolidation 46(a) 13
redeemable 49 14
sub-division of 46(b) 13
transfer and transmission of 32-41 9-10
trusts not recognised 10 4
Stock, conversion into shares 42 12
may be transferred 43 12
Stockholders, same privileges as shareholders 44 13
</TABLE>
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<TABLE>
<S> <C> <C>
`Table A' shall not apply 1 1
Transfer and Transmission 32-41 9-10
absolute discretion of Board to refuse to register 34 9
Board may refuse to register in certain other cases 35 9
form of transfer 32 9
instrument of transfer of shares to be executed by or on behalf
of transferor and (in the case of partly paid shares) transferee 33 9
legal personal representatives of deceased, survivors of joint
holders only persons recognised by Company 38 10
of shares of deceased or bankrupt Member 38 10
registration of transfers may be suspended 37 10
transferor holder until transferee on register 33 9
Transfer office 2 1
share warrants, deposited at 41(A) 10-12
Transmission of shares 38-41 10
Trusts not to be recognised 10 4
Underwriting commission 8 4
Untraced shareholders 158 44-45
Variation of rights 4, 5 3
Votes of Members 65-75 17-19
Chairman's casting vote 63 17
Chairman's declaration as to result of votes is final 50 14
evidence of passing resolutions 60 16
form of proxy 72 18
Members under incapacity 68 17-18
no Member entitled to vote whilst call due, etc. 69 18
no right to vote, unless Board otherwise determines 11 4-5
objection to qualification 70 18
one vote for each share, at a poll 65 17
personally or by proxy 65 17
right to vote on show of hands and on a poll 65, 71 17, 18
time and place of lodging proxy 74 18-19
vote by proxy valid unless notice of revocation received 75 19
where joint holders 66 17
Winding up 153,154 43
</TABLE>
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