Exhibit 3.79
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En5"o Holdco Limited Compsny Number: 6962983 (the "Company") SOLE MEMBER'S WRlT'l'EN RESOLUTIONS Clrculallon Date: 31 Man:h 2010 (lbc "Clmllatlon Date''} 111111111111111 II •AASCRJEP• A04 23/0412010 339 COMPANIES HOUSE Pursuant to Chapter 2 of Part 13 of'the Compam,:s Aot 2006, the dlnx:tots of the Company propose that • resolutions I and 2 below Ea'O passed as ordmary resolutions (the "Ordlllary Resolutions"), and • resolutions 3 and 4 below are passed as special resolunons (together the "Special Resohrtlons"J ORDINARY RESOLVTIONS I. THAT, in accordance with paral!fllPh 43 of Schecluh, 2 to the CA 2/)06 (Commencement No 8, Tran,;1tional Provisions and Savmgs) Order 2008, the dm,ct011i be and are hereby authorised to exercise My power of the Company under secti1>n SS0 of the Companies Act 2006 2 THAT, m substitution for !Iii e,lsting authori~os, the directors be and arc _generally and uncond,nonally authorised for the pu,pose of sSSI Companies Act 2006 to eJ1erc1se all the pqwers of the Company to allot shllJ'CS in the Company, or to grant nghts to subscribe for or to oon~crt ""Y secunty mto shares m the Company ("Rights"), up to llll aggregate nominal amount of USD 5,699,085,542 for a pcmod cxprring 5 yew:, fr0n1 the date of thts reoolutmn save that the Company may before the elq>1ry of llU5 authority make an offer or -agreemenl'wluch would or might require !ihiires lo be allotted or Rights to be granted after such expiry and tho directors may allot shares or punt ltights in punullll® of such offer or agreement as 1fthe authonty conferred by this rc:solutlon had not 111<pired, SPECIAL RESOLUJ'I0NS 3, THAT with itnmcdiare effect the articles of association of the Company be. amended by delctmg all the provisioos of the Cl!mpmy's memoranchim of association which, by vtrtue of ocotion 28 of the ComplllllOII Act 2006, an, to be treated as provisions of the Comp11ny's articles of 886<lel•llon 4. THAT with unmedlate effect tho articles of association of the Company contained m the do¢un1ent attached beret(> be adopted M the new articles of 11Ssoc11!bon of tho Company m substitution for, end to the 111<cl11$1on of, 1111 the cx1stillg artioks of association of the Company, (Th~ rematodtr efthl.r Pf11l• /nklntlonally l•ft blank) D/\LOMS/6766:il |
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Certified that this and the following 32 page(s) are true copies of a document kept and registered on 30th April 2010 at the office for the registration of companies ~ - n ' Al Signature ........ ~ ... : .. . Authorised by the Registrar of Companies Date 15th September 2014 |
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(· Please read the Notes at the end of this docwnent before signifying your agreement to the Ordinary Resolutions and Spectal Resolutions (togethertllc "Re&0lutions") below. BY ORDER OF THE BOARD ~£/(&° ~w".;~fu Director AGREEMENT WE THE UNDERSIGNED, being the sole member of the Company on tho Cmrulatlon Date, HEREBY IRREVOCABLY AGREE to eath of the"Resolulions @& Dean Alan Kewish duly authorised signatory for and on bebalf of ENSCO Interoatrnnal Jncm:porated Dated· 31 ,.,-\ "'" J... 2010 N0TES To 111grufy )IOW' agreement to the Resolutions you should sign ai,d da~ tht8 documonl when: lmhcatod abov,: and return 11 to tho Company by rotunung the signed copy by band or post tu any duc~tor of tho COlllJlDllY or the Company Seorctary at I 00 Now Bridge Strec~ L!mdon, EC4V 6JA or by at1aclung a ,canned copy of the signed document to an Ol114ll and •cruhng 11 to DllY director of tho CompDlly or tho Comp811y $cctolary 2. Once you have S1grufi.ed yonr agn,emcnt to the Resolutions, you may not revoke y= asreemont 3 lJnloss by the 28" day f'Qllowing th,, Circulation Dato sufficient agroemcmt ho., bcai nx:civm for the ResolUtiOIIA to pMS, they will lapso. , 4. If you an: S1gmng Iha doCW11ent on behalf of a pemon under a power of attorney -0r other alllhoniy plc:aso serul a copy oftborelovont powor of attorney or 1111thonl)' when retunung llus documonL |
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Certified a true copy of a page of a document kept and registered on 30th April 2010 at the office for the registration of companies Signature ~~ ... :. .. Authorised by the Registrar of Companies Date 15th September 2014 |
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THE COMPANIES ACTS 1985 AND 2006 PRJV A TE COMP ANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF Ensco Holdco Limited - (Adopted by special resolution passed on 31 March 2010) PART! PRELIMINARY Articles of association These articles constitute the articles of assoc1at1on of the company No regulations con tamed m any statute or subordmate leg1slat10n, mcludmg the regulat10ns contained m the Schedule to the Companies (Tables A to F) Regulat10ns 1985 (as amended), apply to the company INTERPRETATION AND LIMITATION OF LIABILITY 2 Defined terms In the articles, unless the context requires otherwISe 11 alternate11 or "alternate director11 has the meamng given Jn article 25, 11 appointor" has the rneanmg given m article 25, "articles" means the company's arttcles of association, "bankruptcyn tncludes md1v1dual msolvency proceedmgs m a JUnsd1ct1on other than England and Wales or Northern Ireland which have an effect s1m1lar to that of bankruptcy, 0 cal1 11 has the meanmg given tn art1cle 39, 11 call nohce 11 has the meamng given m art1cle 39, 11 chairman11 has the meanmg given m article 14, ncha1rman of the meeting" has the meaning given m article 64, "Companies Acts11 means the Companies Acts (as defined m sect10n 2 of the Companies Act 2006), m so far as they apply to the company, "company's lien" has the meanmg given m article 37 1 DALDMS/676626 |
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Certified a true copy of a page of a document kept and registered on 30th April 2010 at the office for the registration of companies Signature Date ~~ ·~ ··· ···· Authorised by the Registrar of Companies 15th September 2014 |
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"director11 means a director of the company, and mcludes any person occupymg the position of director, by whatever name called and "directors11 means the directors or any of them actmg as the board of directors of the company, "distribution recipient11 has the meamng given m article 55, 11 document11 ·mcludes, un]ess otherwise specified, any document sent or supphed m electromc form, "electronic form" has the meanmg given m scctmn 1168 of the Companies Act 2006, "fully pa1dr1 m relatton to a share1 means that the nommal value and any premium to be paid to the company m respect of that share have been paid to the company, "hard copy form" has the meanmg given m section 1168 of the Comparnes Act 2006, "holder" m relation to shares means the person whose name ts entered m the register of members as the holder of the shares, "mstrument11 means a document m hard copy form, "lien enforcement notice" has the rneanmg given m article 38, 11 member11 has the meanmg given m sect10n 112 of the Compames Act 2006, 11 office11 means the registered office of the company, 11 ordinary resolut1on11 has the meanmg given m section 282 of the Companies Act 2006, 11 paid" means patd or credtted as paid, "participate", m relat10n to a dtrectors' meeting, has the meamng gtven m article 12, "partly paiid 11 m relat10n to a share means that part of that share's nommal value or any premium at which 11 was issued has not been paid to the company, "proxy notice" has the meamng given m article 701 11 secretary" means the secretary of the company or any other person appointed to perfonn the duties of the secretary of the company, mcludmg a Jomt, assistant or deputy secretary, "shares" means shares m the company, "special resolution 11 has the rneanmg given m section 283 of the Companies Act 2006, "subsidiary" has the meanmg given m section 1159 of the Companies Act 2006, "transmittee" means a person entllled to a share by reason of the death or bankruptcy of a shareholder, or m consequence of the merger or consohdatlon of any ·shareholder berng a corporatton 1 or otherwise by operation of law, and "writing" means the representation or reproduct10n of words, symbols or other mfonnat1on m a vmble fonn by any method or combmauon of methods, whether sent or supphed m electronic form or otherwise Unless the context otherwise requires, other words or expressions contamed tn these articles bear the same mearnng as m the Companies Act 2006 as m force on the date when these articles become bmdmg on the company DI\LDMS/676626 2 |
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Unless expressly provided otherwISe, a reference to a statute, statutory proVJswn or subordmate leg1slatton 1s a reference to it as Jt 1s m force from ttme to time, takmg account of (a) any subordinate legislatton from hme to l!me made under 1t, and (b) any amendment or re-enactment and mcludcs any statute, statutory prov1s10n or subordinate legislation which lt amends or re-enacts Clause and paragraph headings are inserted for ease of reference only and shall not affect construction 3 Liability of members The hab1hty of the members 1s lnmted to the amount, 1f any, unpaid on the shares held by them PART2 DIRECTORS, SECRETARY AND OTHER OFFICERS DIRECTORS' POWERS AND RESPONSIBILITIES 4 Directors' general authority Subject to the arttcles, the directors are responsible for tlte management of the company's business, for which purpose they may exercise all the powers of the company 5 Members' reserve power (1) The members may, by special resolution, direct the directors to take, or refrain from takmg, specified action (2) No such direction mvahdates anythmg which the directors have done before the passmg of the resolution 6 Directors may delegnte (1) SubJect to the articles, the directors may delegate any of the powers which are conferred on them under the articles (a) to such person or committee, (b) by such means (mcludmg by power of attorney), (c) to such an extent, (d) m relation to such matters or temtones, and (e) on such tenns and cond1t10ns, as they thmk fit (2) Any such delegat10n shall, m the absence of express prov1S1on to the contrary m the terms of delegation, be deemed to mclude authonty to sub-delegate all or any of the powers delegated (3) The directors may revoke any delegation m whole or part, or alter its terms and cond1ttons DALDMS/676626 3 |
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7 Committees (I) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those prov1s10ns of the articles which govern the takmg of decis10ns by directors (2) The directors may co-opt persons other than directors onto any such committee Any such co-opted persons may enJoy votmg nghts m the committee The co-opted members shall be less than one half of the total membership of the committee and a resolution of any committee shall be effective only 1f a maJonty of the members present are directors (3) The directors may make rules of procedure for all or any committees, which prevail over rules denved from the articles 1fthey are not conststent with them 8 Assocrnte directors The directors may appomt any person to any office or employment havmg a des1gnat1on or title mcludmg the word "directoru and/or may attach such a des1gnat1on or title to any ex1stmg office or employment wtth the company and may tenmnate any such appointment or the use of any such des1gnat10n or title The mclus10n of the word "director" m the designation or title of any such office or employment shall m no way imply that the holder ts a director of the company, and the holder shall not thereby be empowered m any respect to act as, or be deemed to be, a director of the company for any of the purposes of the articles DECISION-MAKING BY DIRECTORS 9 Directors to take decisions collectively (I) The general rule about dec1Ston-makmg by directors IS that any dects1on of the directors must be either a maJonty dec1s1on at a meetmg or a dec1s1on taken m accordance with arhcle I 0 (2) If (a) the company only has one director, and (b) no prov1s1on of the articles reqmres It to have more than one director, the general rule does not apply, and the director may take dec,s10ns without regard to any of the prov1s1ons of the articles relatmg to directors' dec1s10n~makmg, save that he shall comply with the reqmrements of article 19 10 Unanimous dcc1s10ns (I) A deciston of the directors 1s taken m accordance with thts article when all ehg1ble dtrectors md1cate to each other by any means that they share a common view on a matter (2) Such a dects1on may take the form of a resolution m wntmg where each ehg1ble director has signed one or more copies of 1t, or to which each ehgible. director has othenv1se md1cated agreement m wntmg (3) References m this article to ehg1ble directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolut10n at a directors' meetmg (but excluding any dtrector whose vote 1s not to be counted m respect of the particular matter) DAI.DMS/676626 4 |
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(4) A dec1s1on may not be taken m accordance with this article 1f the ehg1ble d1rectors would not have formed a quorum at such a meetmg 11 Calling a directors' meeting (I) Any director may call a directors' meetmg by g1vmg nohcc of the mcctmg to the directors or by authonsmg the secretary (1f any) 10 give such notice (2) Notice of any directors' meetmg must indicate (a) its proposed date and time, (b) where II 1s to take place, and (c) if it 1s anttcipated that d1rectors part1cipatmg m the meetmg will not be m the same place, how It 1s proposed that they should commumcate with each other dunng the meetmg (3) Notice of a d1rectors' meetmg must be given to each d1rector, but need not be m wntrng (4) Nottce of a d1rectors' meetmg need not be given to directors who waive their entitlement to notice of that meetmg, by givmg nottce to that effect to the company not more than 7 days after the date on which the meetmg IS held Where such notice IS given after the meetmg has been held, that does not affect the vahd1ty of the meetmg, or of any business conducted at II 12 Parhc1pation in directors' mcctmgs (I) Subject to the articles, directors part1cIpate m a directors' meeting, or part of a dtrectors 1 meeting, when (a) the meetmg has been called and takes place m accordance with the articles, and (b) they can each commumcate to the others any mfonnallon or opm1ons they have on any particular item of the busmess of the meeting (2) In determ1mng whether directors are part1cipatmg m a directors' meetmg, 11 1s irrelevant where any director 1s or how they commumcate with each other (3) If all the directors part1c1patmg m a meetmg arc not m tho same place, they may decide that the meellng 1s to be treated as takrng place wherever any of them is In default of such" a dcc1s10n, the meeting shall be deemed to take place where the largest group of those part1c1patmg 1s assembled, or, if there IS no such group, where the chairman of the meetmg IS 13 Quorum for directors' meetings (I) At a dtrectors' mcetmg, unless a quorum ts parttc1patmg, no proposal ts to be voted on, except a proposal to call another mcctmg (2) The quorum for d1Tectors' meetmgs may be fixed from lime to lime by a decision of the directors, but 11 must never be less than two, and unless otherwise fixed It IS two (3) If the total number of dlfectors for the lime bemg IS less than the quorum required, the directors must not take any dec1s1on other than a dec1S1on DALDMS/676626 5 |
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---------------- --- (a) to appomt further dtrectors, or (b} to call a general meeting so as to enable the shareholders to appomt further d1rectors 14 Chamng of directors' meetings (I) The dtrectors may appoint a dtrector to chair their mcctmgs (2) The person so appomted for the time bemg 1s known as the chairman (3) The directors may terminate the chairman's appomtment at any ttme (4) If the chamnan 1s not part1c1pating m a dtrectors' meetmg w1thm ten mmutes of the time at which tt was to start, the part1c1patmg duectors must appomt one of themselves to chair 1t 15 Voting at directors' meetings: general rules (I) Subject to the articles, each dtrector part1c1patmg in a directors' meeting has one vote (2) Subject to such disclosure as ts required by law and the articles, a director who 1s interested m an actual or proposed transaction or arrangemenl w1th the company 1s to be counted as part1c1patmg m the dec1s1on makmg process (mcludmg for this purpose any d1rectors 1 meetmg or part of a d1rectors 1 meetmg) for quorum and votmg purposes 16 Chairman's casting vote at directors' meetings If the numbers of votes for and against a proposal are equal, the chairman or other director chamng the meetmg shall not have a casting vote 17 Alternates voting al directors' meetings A dtrector who 1s also an alternate director has an add1ttonal vote on behalf of each appomtor who 1s (a) not part1c1pating ma directors' meeting, and (b) would have been entttled to vote tfthey were part1c1patmg m 1t 18 Conflicts of interest (I) Subject to the articles, and provided that he has declared the nature and extent of his mterest m accordance wtth the requirements of the Compames Acts, a director notwtthstanding his office (a) (b) (c) DALDMS/676626 may be a party to, or othenv1se interested rn, any transaction or arrangement with the company or 10 which the company 1s otherwise interested, may be a dtrector or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested m, any body corporate promoted by the company or m Which the company 1s otherwise interested, and · may be a dtrector or other officer of, or employed by, or a party to any transaction or arrangement. wtth, or otherwise interested m, any parent 6 |
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and undertakmg or subsidiary undertakmg of the company, or any subsidiary undertaking of any parent undertaking of the company, or any body corporate m which any such parent undertakmg or subsidiary undertak10g 1s interested (1) unless the directors decide otherw,se shall not, by reason of h,s office, be accountable to the company for any remuneration or other benefit which he denves from any such office or employment or from any such transactton or arrangement or from any mterest m any such body corporate and no such transaction or arrangement shall be liable to be avmded on the ground of any such mterest or benefit, (11) shall not infringe hts duty to avotd a situation m wluch he has, or can have, a direct or indirect interest that conthcts, or posstbly may conntcl, wtth the interests of the company as a result of holding any such office or employment with or bemg a party to any such transaction or arrangement or otherwise bemg mterested m any such body corporate, (t11} shall not be required to disclose to the company, or use 10 performing hts duttes as a director of the company, any mforrnauon relating to any such office or employment If to make such a disclosure or use would result m a breach of a duty or obligation of confidence owed by him m relation to or m connection with that office 1 employment, transact1on 1 arrangement or mterest, and (1v) may absent himself from discussions, whether 10 meetmgs of the d1rectors or otherwise, and exclude himself from th~ receipt or use of mformat1on, which will or may relate to that office, employment, transact1on, arrangement or interest (2) The directors may authonse (subject to such terms and cond11tons, 1fany, as they may thmk fit to impose from time to time, and subject always to the1r nght to vary or terrnmate such authonsat10n), to the fullest extent permttted by law (a) any matter which would otherwise result m a director mfhngmg hts duty to avoid a s1tuat10n m which he has, or can have, a direct or md1rect interest that conn1cts, or possibly may conn1ct, with the interests of the company and which may reasonably be regarded as likely to give nse to a conn1ct of mterest (mcludmg a conn1ct ofmterest and duty or conn1ct of duties), and (b} a director to accept or contmue m any office, employment or posll,on m add11ton to hts office as a dtrector of the company (not bemg an office, . employment or pos1hon wh1ch the director 1s authonsed to hold pursuant to article 18(1)(b) and/or article 18(1 )(c)) and may authonse the manner m which a conflict of mtcrcst ansmg out of such matter,·office1 employment or pos1t1on may be dealt with, either before or at the time that such a confhct of mterest anses (3) Any authonsation pursuant to article 18(2) 1s effecttve only 1f (a) DALDMS/676626 the matter m quesllon was proposed m wntmg for constderat1on at a d1rectors 1 meetmg, m accordance with nonnal procedures or m such other manner as the directors may approve, 7 |
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(b) any reqmrement as to the quorum at the meetmg at which the matter 1s considered 1s met without countmg the duector m question or any other mterested director, and (c) the matter was agreed to without their votmg or would have been agreed to 1f their votes had not been counted (4) In relat10n to any matter, office, employment or pos1t1on that has been authonsed pursuant to article 18(2) (subJect to such tenns and cond11tons, 1f any, as the directors may thmk fit to impose from time to time, and subJect always to their right to vary or tenmnate such authonsat1on or the penmss1ons set out below) (a) the director shall not be reqmred to disclose to the company, or use m performmg his duties as a director of the company, any mfonnatwn relatmg to such matter, or such office, employment or pos1t10n, 1f to make such a disclosure or use would result m a breach of a duty or obhgatton of confidence owed by him m relatton to or m connection with that matter, or that office, employment or pos11ton, (b) the dtrector may absent himself from d1scuss1ons, whether m directors' meetmgs or otherwise, and exclude himself from the receipt or use of mfonnatlon, which will or may relate to that matter, or that office, employment or postlton, and (c) the dtrector shall not, by reason ofh1s office as a dtrector of the company, be accountable to the company for any remuneration or other benefit which he denves from any such matter, or from any such office, employment or post hon 19 Records of decisions to be kept The dtrectors must ensure that the company keeps a record, m wntmg, for at least IO years from the date of the dec1s1on recorded, of every unammous or maJonty dec1s10n taken by the directors 20 Directors' discretion to make further rules Subject to the articles, the dtrectors may make any rule which they thmk fit about how they take dec1s10ns 1 and about how such rules are to be recorded or commumcated to directors APPOINTMENT OF DIRECTORS 21 Methods of appointing and removing directors (I) The holder or holders forthe ttme being of more than one half m nominal value of the shares g1vmg the nght to attend and vote at a general meeting of the company may at any time and from time to time appomt any person who 1s w1\hng to act as a director; and 1s penmtted by law to do so, to be a ducctor, either to fill a vacancy or as an addtttonal dtrector, and may remove any dtrector from office (2) Any appomtment or removal of a dtrector m accordance with article 21(1) must be effected by notice m wntmg to the company signed by the person makmg the appointment or removal or m any other manner approved by the dtrectors DALDMS/676626 8 |
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(3) The d,rectors shall also have the power to appomt any person who ,s w1lhng to act as a d,rector, and 1s penmtted by law to do so, to be a director, e1ther to fill a vacancy or as an add111onal d,rector 22 Termination of director's appointment A person ceases to be a director as soon as (a) that person ceases to be a d1rector by virtue of any prov1s1on of the Compames Act 2006 or ,s proh1b1ted from bemg a d,rector by law, (b) a bankruptcy order 1s made agamst that person, (c) a compos1twn 1s made with that person's creditors generally m sat1sfact1on of that person's debts, (d) a registered medical praclllloner who 1s treatmg that person gtves a wntten opm1on to the company statmg that that person has become physically or mentally mcapable of actmg as a duector and may remam so for more than three months, (e) by reason of that person's mental health, a court makes an order which wholly or part1y prevents that person from personally exerc1smg any powers or nghts which that person would otherwise have, (f) not1ficat10n 1s received by the company from the director that the d,rector ts res1gnmg from office as director, and such res1gnat10n has taken effect m accordance with its tenns, (g) that person ,s convicted of a cnmmal offence mvolvmg fraud or dishonesty and the directors resolve that he shall for that reason cease to be a director, (h) that person 1s removed as a d,rector m accordance with article 21 (1), or (1) that person 1s requested to resign m wntmg by all the other d,rectors In ca!culatmg the number of d,rectors who are requ,red to make such a request to the d1rector (A) an alternate d,rector appointed by him actmg m his capac1ty as such shall be excluded, and (B) a d1rector and any alternate dJTeclor appointed by him and actmg m his capactty as such shall constitute a single d,rector for this purpose, so that the signature of etther shall be sufficient 23 Directors' remuneration (I) DJTectors may undertake any services for the company that the dtrectors decide (2) Directors are entitled to such remuneration as the directors dctcnmne (a) for thetr services to the company as directors, and (b) for any other service which they undertake for the company (3) SubJect to the articles, a dJTector's remuneration may DALDMS/676626 9 |
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(a) take any fonn, and (b) mclude any arrangements m conncct10n with the payment of a penston, allowance or gratuity, or any death, sickness or d1sab1hty benefits, to or m respect of that d1Tector ( 4) Unless the directors decide otherwise, duectors' remuneratmn accrues from day to day 24 Directors' expenses The company may pay any reasonable documented expenses which the d!Tectors properly mcur m connect1on with their attendance at (a) meettngs of dlfectors or commtttees of directors, (b) general meetmgs, or (c) separate meetmgs of the holders of any class of shares or of debentures of the company, or otherwise m connection with the exercise of their powers and the discharge of their respons1b1httes m relation to the company AL TERNA TE DIRECTORS 25 Appointment and removal of alternates (!) Any director (the "appolntor") may appomt as an alternate any other dlfcctor, or any other person who 1s w1llmg to act as a director, and 1s penmtted by law to do so, and who has been approved by decision of the d1Tectors, to (a) exercJSe that d1Tector's powers, and (b) carry out that d1Tector's responsib1httes, m rclat10n to the takmg of dec1s1ons by the directors m the absence of the alternate1s appomtor (2) Any appomtment or removal of an alternate must be effected by notice m wntmg to the company signed by the appomtor or ,n any other manner approved by the directors 26 Rights and responsibilities of alternate directors (I) An alternate dlfector may act as alternate d!Tector for more than one director and has the same nghts m relation to any dec1s1on of the directors as lhe altemate's appomtor (2) Except as the ar11cles specify otherwise, alternate directors DALDM':>/676626 (a) (b) (c) (d) are deemed for all purposes to be directors, are liable for their own acts and om1ss1ons, are subject to the same restncuons as their appomtors, and are not deemed to be agents of or for their appomtors 10 |
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(3) A person who 1s an alternate d1rector and also a d1rector 1s entitled, m the absence of his appomtor, to a separate vote on behalf of his appomtor, m addition lo his own vote, on any dec1s1on of the directors, but shall not be counted as more than one director for the purposes of deterrmmng whether a quorum is present (4) A person who 1s an alternate director but not a director (a) may be counted as panic1patmg for the purposes of delennmmg whether a quorum 1s present (but only 1f1hal person's appomtor IS not part1c1patmg), (b) may part1c1pale m takmg a dec1s1on m accordance with article IO (but only 1f that person's appomtor has not so part1c1pated), and (c) shall not be counted as more than one d1rector for lhe purposes of articles 26(4)(a) and 26(4)(b) (5) An alternate dtrector 1s not entttled to receive any remuneratmn from the company for serving as an alternate director except such part of the a1ternate's apporntor's remuneration as the appomtor may direct by nohce m wntrng made to the company 27 Termmation of alternate directorship An alternate director's appomtment as an alternate tenmnates SECRETARY (a) when the altemate's appomtor revokes the appomhnent by notice to the company m writmg spectfymg when 1t ts to tennmate, (b) on the occurrence m relation to the alternate of any event which, 1f It occurred m relatlon to the altemate's appomtor, would result m the tennmatton of the appomtor's appointment as a director, (c) on the death of the altemate's appomtor, (d) when the altemate's appomtors appointment as a dlfector terrmnates, or (e) when the alternate d1rector resigns his office by notice to the company 28 Appointment and removal of secretary (I) SubJect to the articles, the secretary shall be appomted by the holder or holders for the time bemg of more than one half m nommal value of the shares g1vmg the nght to attend and vote at a general meetmg of the company or the d1Tectors for such tenn, at such remuneration and upon such cond1t1ons as they may thmk fit and any secretary so appomted may be removed by such appomtor(s) (2) Two or more Jomt secretanes, each of whom shall have full authonty to act alone and mdependently of each other, may be appomted pursuant to the prov1s1ons of this amcle 28 OFFICERS 29 Appointment and removal of officers (I) The officers of the Company shall be chosen m such a manner, shall hold their offices for such tenns and shal1 carry out such duties as are prescnbed herern or detennmed DALDMS/676626 11 |
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solely by the directors, subJect to the nght of the directors to remove any officer or officers at any time with or without cause The directors may determme that all of the officers of the Company sha,11 be appomted or reappomted by the directors on an annual basis (2) The officers of the Company shall mclude a secretary and may mclude a chairman of the board of directors, a chtef execullve officer, a president, one or more executive vice presidents, senior vtce presidents, vice presidents, and a treasurer, each of whom shall be elected by the directors Any number of offices may be held by the same person unless the Acts or the Articles otherwise provide (3) Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the directors (4) Any officer of the Company may be removed at any time, with or without cause, by the directors (5) The salanes of all officers and agents of the Company shall be fixed by the directors or a duly constituted committee thereof (6) Each officer of the Company shall hold office until his or her successor 1s appmnted or unttl hts or her earher res1gnat1on or removal Any vacancy occumng m any office of the Company by death, res1gnat10n, removal or otherwise shall be filled by the directors or other govemmg body PART3 SHARES AND DISTRIBUTIONS ISSUE OF SHARES 30 Powers to issue different classes of share (I) SubJect to the articles, but without prejudice to the nghts attached to any existing share, the company may issue shares with such nghts or restnctlons as may be determined by ordinary resolution (2) The company may issue shares which are to be redeemed, or are hable to be redeemed at the opt10n of the company or the holder, and the directors may determme the tenns, cond1ttons and manner of redemptton of any such shares 31 Power to allot shares (]) None of the requirements of sections 561 and 562 of the Companies Act 2006 shall apply to the company 32 Payment of commissions on subscription for shares (1) The company may pay any person a cornm1ss1on rn cons1derahon for that person (a) subscnbmg1 or agreeing to subscnbe, for shares, or (b) procunng, or agreemg to procure, subscnpt1ons for shares (2) Any such cornm1ss10n may be paid DALDMS/676626 12 |
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(a) m cash, or m fully paid or partly paid shares or other secunlles, or partly m one way and partly m the other, and (b) m respect ofa conditional or an absolute subscnpt10n INTERESTS IN SHARES 33 Company not bound by less than absolute Interests Except as reqmred by law, no person ,s to be recogmscd by the company as holdmg any share upon any trust, and except as otherw,se required by law or the articles, the company 1s not m any way to be bound by or recogmse any mterest m a share other than the holder's absolute ownership of 11 and all the nghts attachmg to it SHARE CERTIFICATES 34 Certificates to be issued (1) The company must rnsue each member with one or more certificates m respect of the shares which that member holds (2) Except as otherwtse specified m the arhcles, all certificates must be issued free of charge (3) No certificate maybe tSsued m respect of shares of more than one class (4) If more than one person holds a share, only one certificate may be ,ssued m respect of II 35 Contents and execution of share certificates (I) Every certificate must specify (a) m respect of how many shares, of what class, 11 1s issued, (b) the nominal value of those shares, (c) the amount paid up on them, and (d) any dtslmgmshmg numbers assigned to them (2) Certificates must (a) have affixed to them the company's common seal, or (b) be otherwtse executed m accordance with the Compames Acts 36 Replacement share ccrhficatcs (1) !fa certificate issued m respect ofa member's shares is DALDMS/676626 (a) damaged or defaced, or (b) said to be lost, stolen or destroyed, that member 1s entlt)ed to be issued with a replacement certificate tn respect of the same shares 13 |
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(2) A member exerc1smg the nght to be ISsued with such a replacement certificate (a) may at the same time exercise the nght to be ISsued with a smgle certificate or separate certificates, (b) must return the certificate which IS to be replaced lo the company 1f II ts damaged or defaced, and (c) must comply with such cond1t1ons as to evidence, mdemmty and the payment of a reasonable fee as the directors decide PARTLY PAID SHARES 37 Company's lien over partly paid shares (I) The company has a hen (the "company's lien") over every share which 1s partly patd for any part of (a) that share's nominal value, and (b) any premium at which ti was issued, which has not been patd to the company, and which ,s payable tmmedtately or at some ttme m the future, whether or not a call notice has been sent m respect of 11 (2) The company's hen over a share (a) takes pnonty over any thtrd party's mterest m that share, and (b) extends to any d1v1dend or other money payable by the company m respect of that share and (tf the hen IS enforced and the share ,s sold by the company) the proceeds of sale of that share (3) The dtrectors may at any time decide that a share which ts or would otherwise be subject to the company's hen shall not be subject to 11, either wholly or tn part 38 Enforcement of the company's lien (I) Subject to the prov1s1ons of this article, 1f (a) a hen enforcement notice has been given m respect ofa share, and (b) the person to whom the nottce was given has faded to comply with 11, the company may sell that share m such manner as the directors decide (2) A hen enforcement nollce DALDMS/676626 (a) (b) (c) (d) may only be given m respect of a share which ts subject to the company's hen, m respect of which a sum 1s payable and the due date for payment of that sum has passed, must specify the share concerned, must requtre payment of the sum payable w1thtn 14 days of the nottce, must be addressed either to the holder of the share or to a transm1ttee of that holder, and 14 |
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(e) must state the company's intention to sell the share 1f the notice 1s not comphed with (3) Where shares are sold under th!S article (a) the directors may authonse any person to execute an instrument of transfer of the shares to the purchaser or to a person nommated by the purchaser, and (b) the transferee 1s not bound to see to the apphcallon of the cons1derat1on, and the transferee's title ts not affected by any 1rregulanty m or mvahd1ty of the process leading to the sale (4) The net proceeds of any such sale (after payment of the costs of sale and any other costs of enforcing the hen) must be apphed (a) first, m payment of so much of the sum for which the hen exists as was payable at the date of the hen enforcement notice, (b) second, to the person entitled to the shares at the date of the sale, but only after the certificate for the shares sold has been surrendered to the company for cancellat1on or a suttable mdemmty has been given for any lost certificates, and subject to a hen equivalent to the company's hen over the shares before the sale for any money payable m respect of the shares after the date of the hen enforcement notice (5) A statutory declaration by a director or the secretary (1f any) that the declarant IS a director or the secretary and that a share has been sold to satisfy the company's hen on a specified date (a) 1s conc1us1ve evidence of the facts stated m tt as agamst all persons claunmg to be entitled to the share, and (b) subJect to comphance with any other forrnahttes of transfer reqmred by the articles or by law, constitutes a good mle to the share 39 Call notices (I) Subject to the articles and the terrns on which shares are allotted, the d,rectors may send a notice (a "call notice") to a member requmng the member to pay the company a specified sum of money (a "call") which 1s payable m respect of shares which that member holds al the date when the directors decide to send the call notice (2) A call notice (a) may not requ,re a member to pay a call which exceeds the total sum unpaid on that member's shares (whether as to the share's nominal value or any amount payable to the company by way of premrnm), (b) must state when and how any call to which 1t relates 1t 1s to be paid, and (c) may penmt or requ,re the call to be paid by mstalments (3) A member must comply with the reqmrements of a call notice, but no member 1s obhged to pay any call before 14 days have passed smce the notice was sent (4) Before the company has received any call due under a call notice the directors may DAI DMS/676616 15 |
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(a) revoke 1t wholly or m part, or (b) specify a later time for payment than ts specified m the notice, by a further notice m wntmg to the member m respect of whose shares the call 1s made 40 Lrnbility lo pay calls (1) L1ab1hty to pay a call is not extmgu1shed or transferred by transfemng the shares m respect of which 1t 1s required to be paid (2) Jomt holders of a share are Jotntly and severally hable to pay all calls m respect of that share (3) Subject to the tenns on which shares are allotted, the directors may, when 1ssumg shares, provide that call notices sent to the holders of those shares may require them (a) to pay calls which are not the same, or (b) to pay calls at different times 41 When call notice need not be Issued (]) A call notice need not be issued m respect of sums which are specified, m the tenns on which a share is issued, as bemg payable to the company m respect of that share (whether 1n respect ofnommal value or premium) (a) on allotment, (b) on the occurrence of a particular event, or (c) on a date fixed by or m accordance with the tenns of1ssue (2) But 1 f the due date for payment of such a sum has passed and 1t has not been paid, the holder of the share concerned 1s treated m all respects as havmg failed to comply with a cal1 notice m respect of that sum, and ts hable to the same consequences as regards the payment of interest and forfeiture 42 Fadure to comply with call notice: automatic consequences (1) If a person 1s liable to pay a call and fails to do so by the call payment date (a) the directors may issue a notice ofmtended forfeiture to that person, and (b) until the call 1s paid, that person must pay the company mterest on the call from the call payment date at the relevant rate (2) For the purposes of this article DALDMS/676626 (a) (b) (1) the 11 call payment date 11 1s the time when the call notice states that a call 1s payable, unless the directors give a notice spec1fymg a later date, m which case the "call payment date" 1s that later date, the 11 relevant rate 11 1s the rate fixed by the tenns on which the share m respect of which the call 1s due was a11otted, 16 |
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(11) such other rate as was fixed m the call notice which required payment of the call, or has otherwISe been detennmed by the directors, or (n1) 1f no rate 1s fixed m either of these ways, 5 per cent per annum (3) The relevant rate must not exceed by more than 5 percentage points the base lendmg rate most recently set by the Monetary Pohcy Committee of the Bank of England m connection with its respons1b1ht1es under Part 2 of the Bank of England Act 1998 (4) The directors may waive any obhgat1on to pay interest on a call wholly or m part 43 Notice of mtcndcd forfeiture A notice ofmtended forfeiture (a) may be sent m respect of any share m respect of which a call has not been paid as required by a call notice, (b} must be sent to the holder of that share or to a transmlltee of that holder, (c) must require payment of the call and any accrued mterest and all expenses that may have been mcurred by the company by reason of such non-payment by a date which ,s not less than 14 days after the date of the notice, {d) must state how the payment 1s to be made, and (e) must state that 1f the notice 1s not comphed with, the shares m respect of which the call is payable will be liable to be forfeited 44 Directors' power to forfeit shares lf a notice of intended forfeiture 1s not comphed with before the date by which payment of the ca11 1s requ1red m the notice of mt ended forfeiture, the directors may decide that any share m respect of which ll was given 1s forfeited, and the forfeiture 1s to mclude all d1v1dends or other moneys payable m respect of the forfeited shares and not paid before the forfeiture 45 Effect of forfeiture (I) SubJect to the articles, the forfeiture ofa share extmgu,shes (a) all interests m that share, and all claims and demands agamst the company m respect oftt, and (b) all other nghts and hab1ht1es mc1dental to the share as between the person whose share 1t was pnor to the forfeiture and the company (2) Any share which 1s forfeited m accordance with the articles (a) 1s deemed to have been forfeited when the directors decide that 1t 1s forfeited, (b) 1s deemed to be the property of the company, and (c) may be sold, re-allotted or otherwise disposed of as the d,rectors thmk fit (3) If a person's shares have been forfeited (a) DALDMSf676626 the company must send that person notice that forfeiture has occurred and record 1t m the register of members, 17 |
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(b) that person ceases to be a member m respect of those shares, (c) that person must surrender the certificate for the shares forfeited to the company for cancellat1on 1 (d) that person remains liable to the company for all sums payable by that person under the articles at the date of forfeiture in respect of those shares, mcluding any interest (whether accrued before or after the date of forfeiture), and (e) the directors may waive payment of such sums wholly or m part or enforce payment without any allowance for the value of the shares at the tLme of forfeiture or for any cons1deratLOn rece1Ved on their disposal (4) At any time before the company disposes of a forfeited share, the directors may decide to cancel the forfeiture on payment of all calls, mterest and expenses due m respect of 1t and on such other terms as they thmk fit 46 Procedure followmg forfeiture (I) If a forfeited share 1s to be disposed of by bemg transferred, the company may receive the cons1deratton for the transfer and the dlrcctors may authorise any person to execute the instrument of transfer (2) A statutory declaration by a d1rector or the secretary (1f any) that the declarant IS a director or the secretary and that a share has been forfeited on a specified date (a) IS conclusive evidence of the facts stated m 11 as agamst all persons cla1mmg to be entitled to the share, and (b) subject to compliance with any other forrnaht1es of transfer reqmred by the articles or by law, constitutes a good title to the share (3) A person to whom a forfeited share 1s transferred 1s not bound to see to the apphcallon of the cons1derat1on (1f any) nor is that person's title to the share affected by any irregulanty m or invahd1ty of the process leading to the forfeiture or transfer of the share (4) lf the company sells a forfeited share, the person who held 11 pnor to Its forfeiture ts entitled to receive from the company the proceeds of such sale, net of any comm1ss1on, and excluding any amount which (a) was, or would have become, payable, and (b) had not, when that share was forfeited, been paid by that person m respect of that share but no interest 1s payable to such a person in respect of such proceeds and the company 1s not required to account for any money earned on them 47 Surrender of shares (I) A member may surrender any share DAI.DMS/676626 (a) (b) in respect ofwh1ch the dtrectors may issue a notice ofmtended forfeiture, which the directors may forfeit, or 18 |
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(c) which has been forfeited (2) The directors may accept the surrender of any such share (3) The effect of surrender on a share ,s the same as the effect of forfeiture on that share (4) A share which has been surrendered may be dealt with m the same way as a share which has been forfeited TRANSFER AND TRANSMISSION OF SHARES 48 Transfers of shares ( l) Shares may be transferred by means of an mstrumenl of transfer m any usual forrn or any other forrn approved by the directors, which 1s executed by or on behalf of (a) the transferor, and (b) (1fany of the shares 1s partly paid) the transferee (2) No fee may be charged for reg1stcrmg any mstrument of transfer or other document relating to or affectmg the title to any share (3) The company may retam any instrument of transfer which 1s registered (4) The transferor remains the holder of a share until the transferee's name 1s entered m the register of members as holder of 11 (5) The directors shall register a transfer of shares which 1s (a) lodged at the office or such other place as the directors have appointed, (b) accompanied by the certificate for the shares to which 11 relates, or such other evidence as the directors may reasonably require to show the transferor's nght to make the transfer 1 or evidence of the nght of someone other than the transferor to make the transfer on the transferor's behalf, and (c) presented for reg1strat1on duly stamped or 1s an exempt transfer wllhm the Stock Transfer Act 1982, and may, m their absolute d1scretton 1 refuse to register any other transfer of shares (6) If the directors refuse to register the transfer of a share, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent 49 Transmission of shares (I) If title to a share passes to a transm11tee, the company may only recognise the transm111ee as havmg any utle to that share (2) Nothmg m these articles releases the estate of a deceased member from any hab1ltty m respect of a share solely or Jomtly held by that member 50 Transmittces' rights (I) A transnnttee who produces such evidence of enlltlement to shares as the directors may properly require DALDMS/676626 19 |
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(a) may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person, and (b) subject to the articles, and pendmg any transfer of lhe shares to another person, has the same nghts as the holder had (2) But transm1ttees do not have the nght to attend or vote at a general meetmg, or agree to a proposed wntten resolut10n, m respect of shares to which they are entitled, by reason of the holder's death or bankruptcy or otherwise, unless they become the holders of those shares 51 Exercise of transmiUees' rights (I) Transm1ttees who wish to become the holders of shares to which they have become entitled must notify the company m wntmg of that wish (2) If the transm1ttce wishes to have a share transferred to another person, the transmlltee must execute an mstrument of transfer m respect of 1t (3) Any transfer made or executed under this article 1s to be treated as tf 1t were made or executed by the person from whom the transm1ttee has denved nghts m respect of the share, and as 1fthe event wh1ch gave nse to the transm1ss1on had not occurred 52 Transm1ttees bound by prior notices If a notice Is given to a member m respect of shares and a transnnttee 1s entitled to those shares, the transm1ttee 1s bound by the notice 1f 11 was given to the member before the transm1Hee's name has been entered 1n the register of members DISTRIBUTIONS 53 Procedure for declanng dividends (I) The company may by ordmary resoluuon declare dividends, and the directors may decide to pay mtenm dividends (2) A d1v1dcnd must not be declared unless the d1rectors have made a recommendatton as to its amount Such a dividend must not exceed the amount recommended by the d1rectors (3) No dlV!dend may be declared or paid unless 11 1s m accordance with members' respective nghts (4) Unless the members' resolution to declare or d1rectors' dec1S1on to pay a d1v1dend, or the tenns on which shares are issued, specify otherwise, it must be pa1d by reference to each member's holdmg of shares on the date of the resoluhon or dec1s10n to declare or pay 11 (5) If the company's share capital is d1V1ded mto different classes, no mtenm dlVldend may be paid on shares carrymg deferred or non-preferred nghts 1f, at the time of payment, any preferential d1vtdend 1s m arrear (6) The directors may pay at mtervals any d1v1dend payable at a fixed rate ,f II appears to them that the profits ava1lablc for d1stnbut1onjust1fy the payment DALDMi:./676626 20 |
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(7) If the directors act m good faith, they do not mcur any hab1hty to the holders of shares confemng preferred nghts for any loss they may suffer by the lawful payment of an mtcnm d1v1dend on shares with deferred or non-preferred nghts 54 Calculation of dividends (1) Except as otherwise provided by the articles or the nghts attached to shares, all d1v1dends must be (a) declared and paid accordmg to the amounts patd up on the shares on which the d1V1dend 1s paid, and (b) apportioned and paid proport10nately to the amounts paid up on the shares dunng any portion or portions of the penod m respect of which the dividend Ls paid (2) If any share IS 1Ssued on terms providmg that 11 ranks for dividend as from a particular date, that share ranks for d1v1dend accordmgly 55 Payment of dividends and other distributions (I) Where a d1v1dend or other sum which IS a d1Stnbullon 1s payable m respect of a share, 1t must be patd by one or more of the followmg means (a) transfer to a bank or bmldmg society account specified by the d1Stnbut10n rec1p1ent either m wntmg or as the directors may otherwise decide, (b) sendmg a cheque made payable to the d1Stnbu\lon recipient by post to the d1stnbut10n rcc1p1ent at the d1stnbut1on rcc1p1ent's registered address (1f the d1stnbut1on rcc1p1ent 1s a holder of the share), or (m any other case) to an address specified by the d1stnbut1on rec1p1ent either m wntmg or as the directors may otherw1Se decide, (c) scndmg a cheque made payable to such person by post to such person at such address as the d1stnbullon rec1p1ent has specified either m wnttng or as the directors may otherwise decide, or (d) any other means of payment as the directors agree with the distnbuuon rec1p1ent either m wntmg or by such other means as the directors decade (2) In the articles, the 11 d1stribuhon recipient" means, m respect of a share m respect of which a dividend or other sum 1s payable (a) the holder of the share, or (b) if the share has two or moreJomt holders, whichever of them IS named first m the reg1ster of members, or (c) if the holder is no longer entitled to the share by reason of death or bankruptcy, or m consequence of the merger or consoltdation of any holder bemg a corporat1on, or othctW1se by operalton oflaw, the transm1ttee 56 Deduchons from distribuhons in respect of sums owed to the company (l) If (a) a share 1s subject to the company's hen, and DALDMS/676626 21 |
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(b) the dlfectors are entitled to issue a hen enforcement notice tn respect of1t1 they may, mstead of 1ssumg a hen enforcement notice, deduct from any d1v1dend or other sum payable m respect of the share any sum of money which is payable to the company m respect of that share to the extent that they are entitled to reqmre payment ·under a hen enforcement notice (2) Money so deducted must be used to pay any of the sums payable m respect of that share (3) The company must notify the d1Stnbutton recipient m wntmg of (a) the fact and amount of any such deduction, (b) any non-payment of a dmdend or other sum payable m respect of a share resultmg from any such deduction, and (c) how the money deducted has been apphed 57 No interest on distributions The company shall not be obhged to pay mterest on any d1v1dend or other sum payable m respect of a share unless otherwise provided by (a) the terms on which the share was issued, or (b) the provis10ns of another agreement between the holder of that share and the company 58 Unclaimed dl5tributions {I) All dividends or other sums which are (a) payable m respect of shares, and (b) unclaimed after havmg been declared or become payable, may be mvested or otherwise made use of by the dnectors for the benefit of the company unlll claimed (2) The payment of any such d!Vldend or other sum mto a separate account does not make the company a trustee m respect of 1t (3) If (a) twelve years have passed from the date on which a d1v1dend or other sum became due for payment, and (b) the distnbullon rec1p1ent has not claimed II, the d1stnbullon rec1p1ent 1s no longer entitled to that d1v1dend or other sum and 11 ceases to remam owmg by the company 59 Non-cash distributions (I) SubJect to the tenns of issue oflhe share m questrnn DALDMS/616626 22 |
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(a) the company may, by ordmary resolutton on the recornmendatton of the directors, and (b) (m the case of an mlenm d1v1dend) the directors may decide to pay all or part of a d1v1dend or other d1stnbut1on payable m respect of a share by lransfernng non-cash assets of equivalent value (mcludmg, without hm1tat10n, shares or other secunt1es m any company) (2) For the purposes of paymg a non-cash d1stnbu11on, the directors may make whatever arrangements they thmk fit, mcludmg, where any d1fficully anses regardmg the d1stnbut1on (a) fixmg the value of any assets, (b) payrng cash to any d1stnbutton rec1p1ent on the basis of that value m order to adjust the rights of rec1p1ents, and (c) vesting any assets m trustees 60 Waiver of distributions D1stnbu110n rec1p1ents may waive their entitlement lo a d1v1dend or other dtstnbutton payable m respect of a share by g1vmg the company notice m wntmg to that effect pnor to the declaration of that dtvtdend or d1stnbut1on, but 1f (a) the share has more than one holder, or (b) more than one person 1s entitled to the share, whether by reason of the death or bankruptcy of one or more Jomt holders, or otherwise, the notice 1s not effective unless 11 1s expressed to be given, and signed, by all the holders or persons otherwise entitled to the share CAPITALISATION OF PROFITS 61 Authority to capitalise and appropriation of capitalised sums (I) Subject to the articles, the directors may, 1f they are so authonsed by an ordmary resolution (a) decide to cap1lahse any profits of the company (whether or not they are available for d1stnbull0n) whtch are not reqmred for paymg a. preferential d1v1dend, or any sum standmg to the credit of the company's share prem1Um account or capital redemplion reserve, and (b) appropnate any sum which they so decide to cap1tahse (a "cap1talised sum") to the persons who would have been entitled to 111f11 were d1stnbuted by way of d1v1dend (the "persons entitled") and m the same proporttons (2) Cap1tahsed sums must be apphed DALDMS/676626 (a) (b) on behalf of the persons entitled, and m the same proportions as a d1v1dend would have been d1stnbuted lo them 23 |
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(3) Any cap1tahsed sum may be applied m paying up new shares of a nommal amount equal to the capltahsed sum which are then allotted credited as fully paid to the persons entitled or as they may direct (4) A cap1tahsed sum which was appropnated from profits available for d1stnbut10n may be apphed (a) m or towards paying up any amounts unpaid on ex1Stmg shares held by the persons entttled, or (b) m paying up new debentures of the company which are then allotted credited as fully paid to the persons enutled or as they may direct (5) SubJect to the articles, the directors may PART4 (a} apply cap1tahsed sums in accordance with paragraphs (3) and (4) partly in one way and partly m another, (b) make such arrangements as they thmk fit to deal with shares or debentures becommg d1stnbutable m fractions under thIS article (mcludmg the ISSumg of fracllonal cenificates or the makmg of cash payments), and authonse any person to enter mto an agreement with the company on behalf of all the persons entitled which 1s bmdmg on them m respect of the allotment of shares and debentures to them under this article DECISION-MAKING BY MEMBERS ORGANISATION OF GENERAL MEETINGS 62 Attendance and speaking at general meetings (1) A person 1s able to exercise the nght to speak at a general meetmg when that person 1s m a pos1t10n to communicate to all those attendmg the meetmg 1 dunng the meeting, any mforrnat10n or opm1ons which that person has on the busmess of the meetmg (2) A person 1s able to exercise the nght to vote at a general mcctmg when (a) that person 1s able to vote, dunng the meeting, on resoluuons put to the vote at the meetmg, and (b) that person's vote can be taken mto account m detenmnmg whether or not such resolutions are passed at the same lime as the votes of all the other persons attending the meetmg (3) The dlfectors may make whatever arrangements they conSider appropnate to enable those attendmg a general meeting to exercise their nghts to speak or vote at 1t (4) In deterrnmmg attendance at a general meeting, It 1s 1mmatenal whether any two or more members attendmg tt are m the same place as each other (5) Two or more persons who are not m the same place as each other attend a general meeting 1f their c1rcumstances are such that 1f they have (or were to have) nghts to speak and vote at that meetmg, they are (or would be) able to exercise them DALOMS/676626 24 |
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63 Quorum for general meetings (I) No busmess other than the appointment of the chairman of the meetmg 1s to be transacted at a general meetmg 1fthe persons attending tt do not constitute a quorum (2) Save m the case of a company having only one member, two quahfymg persons present at a meeting shall be a quorum, unless each 1s a quahfying person only because (a) he ,s duly authonsed to act as the representative of a corporallon m relatwn to the mcctmg and they are representattves of the same corporation, or (b) he 1s appointed as proxy of a member m relallon to the meetmg and they are proxies of the same member (3) In the case ofa company havmg only one member, one quahfymg person present at a meetmg shall be a quorum (4) In this anicle, a "qualifying person" means (a) an mdlYldual who 1s a member of the company, (b) a person duly authonsed lo acl as the represen1a11ve of a corporation m relatton to the meetmg, or (c) a person appomted as a proxy ofa member m reiat1011 lo the meellng 64 Chalrmg general meetings (I) If the d1tectors have appomted a chairman, the chairman shall cha Ir general meelmgs 1fpresen1 and w1lhng to do so (2) If the directors have not appomled a chairman, or 1f the chamnan IS unw11lmg to cha1t the mcetmg or 1s not present w1thm ten minutes of the time at which a meeting was due to start (a) the directors present, or (b) (1fno d1tectors are present), the meehng, must appomt a director or member to chalf the meetmg, and the appomtment of the chairman of the meetmg must be the first business of the meelmg (3) The person chamng a meetmg m accordance with thIS article 1s referred to as the "chairman of the meeting" 65 Attendance and speaking by directors and non-members (I) Directors may attend and speak at general meetmgs, whether or not they are members (2) The chamnan of the meetmg may permit other persons who are not DALDMS/67662.6 (a) members of the company, or (b) otherwise enlltled to exercise the nghts of members m relallon to general meetmgs, 25 |
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to attend and speak at a general meetmg 66 Adjournment (I) If the persons attending a general meet mg within half an hour of the time at which the meeting was due to start do not constttute a quorum, or 1f dunng a meetmg a quorum ceases to be present, the chamnan of the meetmg must adjourn It (2) The chairman of the meeting may adjourn a general meeting at which a quorum ts present 1f (a) the meetmg consents to an adjournment, or (b) tt appears to the chairman of the meeting that an adjournment ts necessary to protect the safety of any person attending the meeting or ensure that the busmess of the meeting 1s conducted man orderly manner (3) The chairman of the meeting must adjourn a general meetmg tf dtrected to do so by the meeting (4) When adjouming a general meeting, the chairman of the meeting must (a) either specify the time and place to which tt 1s adjourned or state that It 1s to continue at a ttme and place to be fixed by the directors, and (b) have regard to any directions as to the hme and place of any adjournment which have been given by the meeting (5) If the contmuat1on ofan adjourned meeting 1s to take place more than 14 days after 1t was adjourned, the company must give at least 7 clear days' nottce of lt (that 1s, excluding the day of the adjourned meeting and the day on which the nohce IS given) (a) to the same persons to whom nohce of the company's general meetings 1s reqmred to be given, and (b) contammg the same mformatlon which such notice 1s reqmred to con tam (6) No business may be transacted at an adjourned general meetmg which could not properly have been transacted at the meetmg 1f the adjournment had not taken place VOTING AT GENERAL MEETINGS 67 Voting: general (I) A resolution put to the vote ofa general meetmg must be decided on a show of hands unless a poll ,s duly demanded m accordance with the articles (2) Subject to any nghts or restnct1ons attached to any shares, on a show of hands (a) every member present in person has one vote, and (b) every proxy present who has been duly appomted by one or more members entitled to vote on the resolution has one vote (3) Subject to any nghts or restncuons attached to any shares, on a poll (a) every member has one vote for every share ofwh1ch he 1s the holder, and DALDMS/676626 26 |
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(b) all or any of the voting nghts of a member may be exercised by one or more duly appointed proxies (but so that, where a member appoints more than one proxy, the proxies (taken together) shall not exercise more extens,ve voting nghts than could be exercised by the member in person) 68 Errors and disputes (I) No ObJecuon may be ra1Sed to the quahficatton of any person votmg at a general meetmg except at the meeting or adJoumed meeting at which the vote obJected to 1s tendered, and every vote not d1sa1lowed at the meetmg 1s valid (2) Any such obJect10n must be referred to the chamnan of the meeting, whose dec1S1on 1s final 69 Poll votes (I) A poll on a resolution may be demanded (a) m advance of the general meetmg where 1t 1s to be put to the vote, or (b) at a general meeting, either before a show of hands on that resolution or 1mmed1ately after the result of a show of hands on that resolutton 1s declared (2) A poll may be demanded by (a) the cha,rrnan of the meeting, (b) the directors, or (c) any member (being an indtV!dual) present in person or by proxy or (being a corporalton) present by a duly authonsed representative or by proxy and having the nght to vote on the resolution (3) A demand for a poll may be withdrawn 1f (a) the poll has not yet been taken, and (b) the chamnan of the meeting consents to the withdrawal (4) Polls must be taken at such time and m such manner as the chamnan of the meeting d1rects 70 Content of proxy notices (I) Proxies may only validly be appointed by a notice m wntmg (a "proxy noltce") which DAI.DMS/676626 (a) (b) (c) states the name and address of the member appomt1ng the proxy, 1dent1fies the person appointed to be that member's proxy and the general meeting in relation to which that person JS appointed, JS signed by or on behalf of the member appointmg the proxy, or ts authenticated m such manner as the directors may detenmne, and 27 |
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(d) 1s dehvered to the company in accordance with the articles and any mstruct10ns contained in the notice of the general meeting to which they relate (2) The company may require proxy notices to be delivered ma particular form, and may specify different forms for different purposes (3) Proxy nottces may specify how the proxy appointed under them 1s to vote (or that the proxy 1s to abstam from votmg) on one or more resolutions (4) Unless a proxy notice md1cates otherwise, 11 must be treated as (a) allowmg the person appomted under 1t as a proxy discretion as to how to vote on any ancillary or procedural resolut10ns put to the meeting, and (b) appointmg that person as a proxy in relallon to any adJournment of the general meetmg to which 1t relates as well as the meetmg itself 71 Delivery of proxy notices (I) A person who 1s entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meetmg or any adJoumment of 1t, even though a valid proxy notice has been dehvered to the company by or on behalf of that person (2) Subject to articles 70(3) and 70(4), a proxy notice must be dehvered to the company or to such other place as 1s specified m the notice convening the meeting or m any instrument of proxy sent out by the company m relation to the meetmg not less than 48 hours before the start of the meetmg or adJoumed meeting to which 1t relates (3) ln the case of a poll taken more than 48 hours after 1t 1s demanded, the notice must be dehvered to the company or to such other place as ts spectfied m the nottce convening the meeting or m any mstrument of proxy sent out by the company in relation to the meeting not less than 24 hours before the time appointed for the taking of the poll (4) In the case of a poll not taken dunng the meetmg but taken not more than 48 hours after 1t was demanded, the proxy notice must be dehvered m accordance with article 70(2) or at the meetmg at which the poll was demanded to the chairman, the secretary (1f any) or any d1rector (5) An appointment under a proxy notice may be revoked by dehvenng lo the company a nouce m wnting given by or on behalf of the person by whom or on whose behalf the proxy noocc was given (6) A notice revoking a proxy appointment only takes effect 1f 11 1s dehvered before the start of the meetmg or adJoumed meelmg to which 11 relates (7) If a proxy notice 1s not signed by the person appomtmg the proxy, II must be accompamed by wntten evidence of the authonty of the person who signed II to sign 11 on the appomtors behalf 72 Amendments to resolutions (I) An ordmary resolution lo be proposed at a general meeting may be amended by ordmary resolution 1f DALDMS/676626 28 |
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(a) notice of the proposed amendment 1s given to the company m wntmg by a person entllled to vote at the general meeting at whtch 1t 1s to be proposed not less than 48 hours before the meeting 1s lo take place (or such later time as the chairman of the meeting may determine), and (b) the proposed amendment does not, m the reasonable op1mon of the chamnan of the meettng1 matenally alter the scope of the resoluuon (2) A special resolution to be proposed at a general meetmg may be amended by ordinary resolut10n, 1f (a) the chairman of the rnectmg proposes the amendment at the general meeting at which the resolution 1s to be proposed, and (b) the amendment does not go beyond what 1s necessary to correct a gramrnattcal or other non-substantive error m the resolut1on (3) If the chairman of the meetJOg, actJOg JO good faith, wrongly decides that an amendment to a resolution 1s out of order, the chamnan's error does not mvahdate the vote on that resolution RESTRICTIONS ON MEMBERS' RIGHTS 73 No votmg of shares on which money owed to company No votJOg nghts attached to a share may be exercised at any general meetmg, at any adjournment of1t, or on any poll called at or JO relat10n to 11, unless all amounts payable to the company JO respect of that share have been paid PARTS ADMINISTRATIVE ARRANGEMENTS 74 Means of communication to be used (1) Subject to the articles, anythmg sent or supplied by or to the company under the articles may be sent or supplied m any way m which the Compames Act 2006 provides for documents or mfonnat10n which are authonsed or required by any prov1s1on of that Act to be sent or supplied by or to the company (2) Subject to the articles, any notice or document to be sent or supplied to a director m connect1on with the takmg of dec1s10ns by directors may also be sent or supplied by the means by which that d1rector has asked to be sent or supphed with such notices or documents for the lime bemg (3) A director may agree with the company that notices or documents sent to that d1rector in a parttcular way are to be deemed to have been received wtthm a specified tJme of their bemg sent, and for the specified lime to be less than 48 hours 75 Compnny seals (I) Any common seal may only be used by the authonty of the directors (2) The d1rectors may decide by what means and m what form any common seal 1s to be used DALDM~/676626 29 |
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(3) Unless otherw!Se decided by the directors, 1f the company has a common seal and It 1s affixed to a document, the document must also be signed by at least one authonsed person (4) For the purposes of this article, an authonsed person IS (a) any director of the company, (b) the secretary (1f any), or (c) any person aulhonsed by the directors for the purpose of S1gnmg documents to which the common seal 1s applied (5) If the company has an official seal for use abroad, 11 may only be affixed to a document 1f 1ts use on that document, or documents of a class to which 1t belongs, has been authonsed by a dec1s1on of the directors 76 No right lo inspect accounts and other records Except as provided by law or authonsed by the directors or an ordinary resolution of the company, no person 1s entttled to inspect any of the companys accountmg or other records or documents merely by v1rtue of bemg a member 77 Provision for employees on cessation of business The directors may decide to make prov1S1on for the benefit of persons employed or fonnerly employed by the company or any of its subs,dianes (other than a director or fonner director or shadow director) in connecnon with the cessation or transfer to any person of the whole or part of the undertakmg of the company or that subs1d1ary DIRECTORS' INDEMNITY AND INSURANCE 78 Indemnity (I) Subject to article 78(2), a relevant director of the company or an associated company may be mdemmfied out of the company's assets agamst (a) any hab1hty 10curred by that director 10 connection with any neghgence, default, breach of duty or breach of trust 10 relation to the company or an associated company, (b) any hab1hty incurred by that director m connection with the ac11v111es of the company or an associated company in tts capacity as a trustee of an occupational pens10n scheme (as defined m sect10n 235(6) of the Compames Act 2006), and ( c) any other hab1hty mcurred by that director as an officer of the company or an associated company (2) This a111cle does not authonse any tndemmty whtch would be proh1b1ted or rendered void by any prov1s1on of the Compames Acts or by any other prov1s10n of law (3) In this article (a) DALDMSl676626 companies are associated 1f one ts a subs1d1ary of the other or both are substdianes of the same body corporate, and 30 |
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(b) a "relcvimt director" means any director or fonner director of the company or an associated company 79 Insurance {I) The directors may decide to purchase and mamtam insurance, at the expense of the company, for the benefit of any relevant director m respect of any relevant loss (2) In this article (a) (b) (c) Di\LDM S16 76626 a "relevant director" means any director or fonner director of the company or an associated company, a "relevant loss" means any loss or hab1hty which has been or may be mcurred by a relevant director m connect10n with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company, and companies are associated 1f one 1s a subs1d1ary of the other or both arc subs1d1anes of the same body corporate 31 |
