|
|
|
|
|
Resolutions
|
For
|
Against
|
Abstain
|
|
1. To receive the Company’s accounts and the reports of the directors and the auditors for the year ended June 30, 2016 (the “Annual Report”).
|
1,432,570,071
|
202,843
|
111,179
|
|
2. To approve the Directors’ Remuneration Report, other than the part containing the Directors’ Remuneration Policy, as set forth in the Annual Report.
|
1,420,482,625
|
382,791
|
12,018,677
|
|
3. To approve the Directors’ Remuneration Policy, as set forth in the Directors’ Remuneration Report in the Annual Report.
|
1,388,610,759
|
31,885,191
|
12,388,143
|
|
4. To reappoint Ernst & Young LLP as auditor of the Company to hold office until the conclusion of the next annual general meeting.
|
1,432,295,981
|
70,250
|
517,862
|
|
5. To authorize the audit committee of the board of directors to determine the remuneration of the auditor.
|
1,432,784,976
|
48,326
|
50,791
|
|
6. To authorize the directors to allot ordinary shares in the capital of the Company.
|
1,412,819,966
|
19,571,295
|
492,832
|
|
7. To approve the disapplication of statutory pre-emption rights for shares allotted under the authority granted by resolution 6.
|
1,411,008,604
|
21,446,657
|
428,832
|
|
8. To approve an amendment to the articles of association to provide the board of directors with the ability to require the directors to stand for re-election
at each annual general meeting of the Company.
|
1,432,795,163
|
18,639
|
70,291
|
|
Date:
|
December 8, 2016
|
|
Atlassian Corporation Plc
|
|
|
|
|
|
|
|
|
|
/S/ MURRAY J. DEMO
|
|
|
|
|
Murray J. Demo
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
Exhibit Number
|
Exhibit Title
|
|
|
|
|
3.1
|
Amended Articles of Association of the Company effective December 6, 2016
|
|
Headings
|
Page
|
|
|
PRELIMINARY
|
1
|
|
|
SHARE CAPITAL
|
3
|
|
|
VARIATION OF RIGHTS
|
5
|
|
|
SHARE CERTIFICATES
|
6
|
|
|
LIEN
|
7
|
|
|
CALLS ON SHARES AND FORFEITURE
|
7
|
|
|
LOCK-UP POST LISTING
|
9
|
|
|
TRANSFER OF SHARES
|
10
|
|
|
TRANSMISSION OF SHARES
|
11
|
|
|
DISCLOSURE OF INTERESTS
|
11
|
|
|
UNTRACED MEMBERS
|
14
|
|
|
ALTERATION OF CAPITAL
|
15
|
|
|
NOTICE OF GENERAL MEETINGS
|
15
|
|
|
PROCEEDINGS AT GENERAL MEETINGS
|
16
|
|
|
AMENDMENTS TO RESOLUTIONS
|
18
|
|
|
POLLS
|
19
|
|
|
VOTES OF MEMBERS
|
20
|
|
|
PROXIES AND CORPORATE REPRESENTATIVES
|
21
|
|
|
APPOINTMENT AND RETIREMENT OF DIRECTORS
|
23
|
|
|
DISQUALIFICATION OF DIRECTORS
|
24
|
|
|
ALTERNATE DIRECTORS
|
24
|
|
|
POWERS OF DIRECTORS
|
25
|
|
|
DIRECTORS' REMUNERATION, GRATUITIES AND BENEFITS
|
26
|
|
|
DIRECTORS' APPOINTMENTS AND INTERESTS
|
27
|
|
|
PROCEEDINGS OF DIRECTORS
|
29
|
|
|
DIVIDENDS
|
31
|
|
|
CAPITALISATION OF PROFITS
|
35
|
|
|
RECORD DATES FOR PAYMENTS AND ISSUE
|
36
|
|
|
NOTICES AND OTHER COMMUNICATIONS
|
37
|
|
|
ADMINISTRATION
|
40
|
|
|
WINDING UP
|
42
|
|
|
INDEMNITY
|
42
|
|
|
DEPOSITARY INTERESTS OTHER THAN DTC
|
42
|
|
|
1.
|
(1) In these articles the following words bear the following meanings:
|
|
(i)
|
a trust for the benefit of that Class B Ordinary Shareholder or persons other than the Class B Ordinary Shareholder, if such transfer does not involve any payment of cash, securities, property or other consideration (other than an interest in such trust) to the Class B Ordinary Shareholder, in each case so long as the Class B Ordinary Shareholder has sole dispositive power and exclusive Voting Control with respect to the Class B Ordinary Shares held by such trust;
|
|
(ii)
|
a pension, profit sharing, stock bonus or other type of plan or trust of which that Class B Ordinary Shareholder is a participant or beneficiary, provided that in each such Class B Ordinary Shareholder has sole dispositive power and exclusive Voting Control with respect to the Class B Ordinary Shares held in such account, plan or trust;
|
|
(iii)
|
a corporation, partnership or limited liability company in which that Class B Ordinary Shareholder directly, or indirectly through one or more Permitted Class B Ordinary Transferees, owns shares, partnership interests or membership interests, as applicable, with sufficient Voting Control in the corporation, partnership or limited liability company, as the case may be, or otherwise has legally enforceable rights, such that the Class B Ordinary Shareholder retains sole dispositive power and exclusive Voting Control with respect to the Class B Ordinary Shares held by such corporation, partnership or limited liability company, as the case may be; or
|
|
(iv)
|
an Affiliate;
|
|
(2)
|
In these articles, references to a share being in uncertificated form are references to that share being an uncertificated unit of a security and references to a share being in certificated form are references to that share being a certificated unit of a security.
|
|
(3)
|
Save as aforesaid and unless the context otherwise requires, words or expressions contained in these articles have the same meaning as in the Companies Act 2006 or the Uncertificated Securities Regulations (as the case may be).
|
|
(4)
|
Except where otherwise expressly stated, a reference in these articles to any primary or delegated legislation or legislative provision includes a reference to any modification or re-enactment of it for the time being in force.
|
|
(a)
|
words in the singular include the plural, and vice versa;
|
|
(b)
|
words importing any gender include all genders; and
|
|
(c)
|
a reference to a person includes a reference to a body corporate and to an unincorporated body of persons.
|
|
(a)
|
references to writing include references to typewriting, printing, lithography, photography and any other modes of representing or reproducing words in a legible and non-transitory form, whether sent or supplied in electronic form or made available on a website or otherwise;
|
|
(b)
|
the words and phrases "other", "otherwise", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible; and
|
|
(c)
|
references to a power are to a power of any kind, whether administrative, discretionary or otherwise.
|
|
(7)
|
The headings are inserted for convenience only and do not affect the construction of these articles.
|
|
2.
|
No regulations or model articles contained in any statute or subordinate legislation including without prejudice to such generality, the regulations contained in the Companies (Model Articles) Regulations 2008 shall apply as the articles of the Company.
|
|
3.
|
The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
|
|
4.
|
(1) Without prejudice to any rights attached to any existing shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, if the Company has not so determined, as the directors may determine.
|
|
(2)
|
In the event that rights and restrictions attaching to shares are determined by ordinary resolution or by the directors pursuant to this article, those rights and restrictions shall apply, in particular in place of any rights or restrictions that would otherwise apply by virtue of the Companies Act 2006 in the absence of any provisions in the articles of a company, as if those rights and restrictions were set out in the articles.
|
|
5.
|
(1) The Class A Ordinary Shareholders have the rights in respect of the Class A Ordinary Shares which are set out in Part 1 of Schedule 1.
|
|
(2)
|
The Class B Ordinary Shareholders have the rights in respect of the Class B Ordinary Shares which are set out in Part 2 of Schedule 1.
|
|
6.
|
The directors shall be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to:
|
|
(1)
|
exercise all the powers of the Company to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company, up to an aggregate nominal amount of US$500,000,000, for a period expiring (unless previously renewed by the Company in a general meeting) on the date which is five years from the date of the adoption of these articles by the Company; and
|
|
7.
|
The directors shall be generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in the Acts) for cash, pursuant to the authorities conferred by article 6 as if section 561(1) of the Companies Act 2006 did not apply to the allotment. This power:
|
|
(1)
|
expires (unless previously renewed by the Company in a general meeting) on the date which is five years from the date of the adoption of these articles by the Company, but the Company may make an offer or agreement which would or
|
|
8.
|
(1) Any share may be issued which is or is to be liable to be redeemed at the option of the Company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such share.
|
|
(2)
|
In the event that rights and restrictions attaching to shares are determined by the directors pursuant to this article, those rights and restrictions shall apply, in particular in place of any rights or restrictions that would otherwise apply by virtue of the Companies Act 2006 in the absence of any provisions in the articles of a company, as if those rights and restrictions were set out in the articles.
|
|
9.
|
The Company may exercise the powers of paying commissions conferred by the Acts. Any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares, or partly in one way and partly in the other and may be in respect of a conditional or an absolute subscription.
|
|
10.
|
Except as required by law, no person shall be recognised by the Company as holding any share upon any trust. Except as otherwise provided by these articles or by law, the Company shall not be bound by or recognise (even if having notice of it) any equitable, contingent, future, partial or other claim or any interest in any share other than the holder's absolute ownership of it and all the rights attaching to it.
|
|
11.
|
Without prejudice to any powers which the Company or the directors may have to issue, allot, dispose of, convert, or otherwise deal with or make arrangements in relation to shares and other securities in any form:
|
|
(a)
|
the holding of shares in uncertificated form and the transfer of title to such shares by means of a relevant system shall be permitted; and
|
|
(b)
|
the Company may issue shares in uncertificated form and may convert shares from certificated form to uncertificated form and vice versa.
|
|
12.
|
Notwithstanding anything else contained in these articles, where any class of shares is, for the time being, a participating security, unless the directors otherwise determine, shares of any such class held by the same holder or joint holder in certificated form and uncertificated form shall be treated as separate holdings.
|
|
13.
|
If at any time the capital of the Company is divided into different classes of shares, the rights attached to any class may be varied, either while the Company is a going concern or during or in contemplation of a winding up:
|
|
(a)
|
in such manner (if any) as may be provided by those rights; or
|
|
(b)
|
in the absence of any such provision, with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares), or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class,
|
|
14.
|
Unless otherwise expressly provided by the rights attached to any class of shares, those rights shall be deemed not to be varied by the purchase by the Company of any of its own shares or the holding of such shares as treasury shares.
|
|
15.
|
(1) On becoming the holder of any share other than a share in uncertificated form, every person (other than a financial institution in respect of whom the Company is not required by law to complete and have ready a certificate) shall be entitled, without payment, to have issued to him within two months after allotment or lodgement of a transfer (unless the terms of issue of the shares provide otherwise) one certificate for all the shares of each class registered in his name or, upon payment for every certificate after the first of such reasonable sum as the directors may determine, several certificates each for one or more of his shares.
|
|
(2)
|
Every certificate shall be issued under the seal or under such other form of authentication as the directors may determine (which may include manual or facsimile signatures by one or more directors), and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up on them.
|
|
(3)
|
Where a member (other than a financial institution) has transferred part only of the shares comprised in a certificate, the member is entitled, without payment, to have issued to him a certificate in respect of the balance of shares held by him or, upon payment for every certificate after the first of such reasonable sum as the directors may determine, several certificates each for one or more of his shares.
|
|
(4)
|
When a member's (other than a financial institution's) holding of shares of a particular class increases, the Company may issue that member with a single, consolidated certificate in respect of all the shares of a particular class which that member holds or a separate certificate in respect of only those shares by which that member's holding has increased.
|
|
(5)
|
A member (other than a financial institution) may request the Company, in writing, to replace the member's separate certificates with a consolidated certificate or the member's consolidated certificate with two or more separate certificates representing such proportion of the shares as the member may specify, provided that any certificate(s) which it is (or they are) to replace has first been returned to the Company for cancellation. When the Company complies with such a request it may charge such reasonable sum as the directors may determine for doing so.
|
|
(6)
|
The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to whichever of the joint holders' names appears first on the register of members in respect of the joint holding shall be a sufficient delivery to all of them.
|
|
(7)
|
If a certificate issued in respect of a member's shares is damaged or defaced or said to be lost, stolen or destroyed, then that member is entitled to be issued with a replacement certificate in respect of the same shares. A member exercising the right to be issued with such a replacement certificate:
|
|
(a)
|
must return the certificate which is to be replaced to the Company if it is damaged or defaced; and
|
|
(b)
|
must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors may determine.
|
|
16.
|
The Company has a lien over every share which is partly paid for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that share. The directors may declare any share to be wholly or in part exempt from the provisions of this article. The Company's lien over a share takes priority over any third party's interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share).
|
|
17.
|
The Company may sell, in such manner as the directors determine, any share on which the Company has a lien if an amount in respect of which the lien exists is presently payable and is not paid within 14 clear days after notice has been given to the holder of the share, or the person entitled to it in consequence of the death or bankruptcy of the holder or otherwise by operation of law, demanding payment and stating that if the notice is not complied with the shares may be sold.
|
|
18.
|
To give effect to the sale:
|
|
(a)
|
in the case of a share in certificated form, the directors may authorise any person to execute an instrument of transfer of the share to the purchaser or a person nominated by the purchaser;
|
|
(b)
|
in the case of a share in uncertificated form, the directors may:
|
|
(i)
|
to enable the Company to deal with the share in accordance with the provisions of this article, require or procure any relevant person or the Operator (as applicable) to convert the share into certificated form; and
|
|
(ii)
|
after such conversion, authorise any person to execute an instrument of transfer and take such other steps (including the giving of directions to or
|
|
19.
|
The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the amount for which the lien exists as is presently payable. Any residue shall (upon surrender to the Company for cancellation of the certificate for the share sold, in the case of a share in certificated form, and subject to a like lien for any amount not presently payable as existed upon the share before the sale) be paid to the person entitled to the share at the date of the sale.
|
|
20.
|
Subject to the terms of allotment, the directors may make calls upon the members in respect of any amounts unpaid on their shares (whether in respect of nominal value or premium) and each member shall (subject to receiving at least 14 clear days' notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of an amount due under it, be revoked in whole or in part and payment of a call may be postponed in whole or part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.
|
|
21.
|
A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.
|
|
22.
|
The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.
|
|
23.
|
If a call or an instalment of a call remains unpaid after it has become due and payable the person from whom it is due shall pay interest on the amount unpaid, from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the shares in question or fixed in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined in the Acts). The directors may, however, waive payment of the interest wholly or in part.
|
|
24.
|
An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call and if it is not paid these articles shall apply as if that sum had become due and payable by virtue of a call.
|
|
25.
|
Subject to the terms of allotment, the directors may differentiate between the holders in the amounts and times of payment of calls on their shares.
|
|
26.
|
The directors may receive from any member willing to advance it all or any part of the amount unpaid on the shares held by him (beyond the sums actually called up) as a payment in advance of calls, and such payment shall, to the extent of it, extinguish the liability on the shares in respect of which it is advanced. The Company may pay interest on the amount so received, or so much of it as exceeds the sums called up on the shares in respect of which it has been received, at such rate (if any) as the member and the directors agree.
|
|
27.
|
If a call or an instalment of a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than 14 clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited. If the notice is not complied with, any shares in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the directors and the forfeiture shall include all dividends and other amounts payable in respect of the forfeited shares and not paid before the forfeiture.
|
|
28.
|
A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the person who was before the forfeiture the holder (including a person who was entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) or to any other person and, at any time before the disposition, the forfeiture may be cancelled on such terms as the directors determine. Where for the purposes of its disposal a forfeited share is to be transferred to any person:
|
|
(a)
|
in the case of a share in certificated form, the directors may authorise any person to execute an instrument of transfer and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer; and
|
|
(b)
|
in the case of a share in uncertificated form, the directors may:
|
|
(i)
|
to enable the Company to deal with the share in accordance with the provisions of this article, require or procure any relevant person or the Operator (as applicable) to convert the share into certificated form; and
|
|
(ii)
|
after such conversion, authorise any person to execute an instrument of transfer and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer.
|
|
29.
|
A person whose shares have been forfeited shall cease to be a member in respect of the shares forfeited and shall surrender to the Company for cancellation any certificate for the shares forfeited. However, such person shall remain liable to the Company for all amounts which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those amounts before the forfeiture or, if no interest was so payable, at the appropriate rate (as defined in the Acts) from the date of forfeiture until payment. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
|
|
30.
|
A statutory declaration by a director or the secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary, in the case of a share in certificated form) constitute good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings relating to the forfeiture or disposal of the share.
|
|
31.
|
(1) In respect of any shares or Depositary Interests not transferred by a member or Depositary Interest Holder on Listing, the member or Depositary Interest Holder must not transfer such shares or Depositary Interests for a period of 180 days (or such shorter period as permitted by the terms of the applicable agreement with the holder or beneficial owner of such shares or Depositary Interests) after the Listing.
|
|
(2)
|
In respect of any shares that are issued or Depositary Interests that are created after the Listing as a result of the exercise of options that were in issue immediately prior to the Listing, the holder of those shares or Depositary Interests must not transfer such shares or Depositary Interests for a period of 180 days (or such shorter period as permitted by the terms of the applicable agreement with the holder or beneficial owner of such shares or Depositary Interests) after the Listing.
|
|
(3)
|
The provisions of paragraphs (1) and (2) above shall not prevent a Depositary from transferring shares to a Depositary Interest Holder as part of the surrender of their Depositary Interest, provided that following such transfer the member will remain subject to the provisions of this article.
|
|
(4)
|
The restrictions in paragraphs (1) and (2) do not apply to: (i) shares issued by the Company or shares or Depositary Interests sold by a member or Depositary Interest Holder pursuant to the Listing; and (ii) shares held in a settlement system operated by DTC.
|
|
32.
|
The instrument of transfer of a share in certificated form may be in any usual form or in any other form which the directors approve and shall be executed by or on behalf of the transferor and, where the share is not fully paid, by or on behalf of the transferee.
|
|
33.
|
Where any class of shares is, for the time being, a participating security, title to shares of that class which are recorded on an Operator register of members as being held in uncertificated form may be transferred by means of the relevant system concerned. The transfer may not be in favour of more than four transferees.
|
|
34.
|
(1) The directors may, in their absolute discretion, refuse to register the transfer of a share in certificated form which is not fully paid. They may also refuse to register a transfer of a share in certificated form (whether fully paid or not) unless the instrument of transfer:
|
|
(a)
|
is lodged, duly stamped, at the Office or at such other place as the directors may appoint and (except in the case of a transfer by a financial institution where a certificate has not been issued in respect of the share) is accompanied by the certificate for the share to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer;
|
|
(b)
|
is in respect of only one class of share; and
|
|
(c)
|
is in favour of not more than four transferees.
|
|
(2)
|
The directors may refuse to register a transfer of a share in uncertificated form to a person who is to hold it thereafter in certificated form in any case where the Company is entitled to refuse (or is excepted from the requirement) under the Uncertificated Securities Regulations or other applicable regulations to register the transfer.
|
|
35.
|
If the directors refuse to register a transfer of a share, they shall as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company (in the case of a transfer of a share in certificated form) or the date on which transfer instructions were received by the Company or the Operator (in the case of a transfer of a share in uncertificated form to a person who is to hold it thereafter in certificated form) send to the transferee notice of the refusal together with reasons for the refusal. The directors shall send such further information about the reasons for the refusal to the transferee as the transferee may reasonably request.
|
|
36.
|
No fee shall be charged for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share.
|
|
37.
|
The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the directors refuse to register shall (except in the case of fraud) be returned to the person lodging it when notice of the refusal is given.
|
|
38.
|
Nothing in these articles shall preclude the directors from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.
|
|
39.
|
If a member dies the survivor or survivors where he was a joint holder, or his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest. However, nothing in this article shall release the estate of a deceased member from any liability in respect of any share which had been solely or jointly held by him.
|
|
40.
|
A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may, upon such evidence being produced as the directors may properly require to show his title to the share, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he
|
|
41.
|
A person becoming entitled to a share by reason of the death or bankruptcy of a member or otherwise by operation of law shall, after giving notice to the Company of his entitlement to the share and upon such evidence being produced as the directors may properly require to show his title to the share, have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any general meeting or at any separate meeting of the holders of any class of shares. A person entitled to a share who has elected for that share to be transferred to some other person pursuant to article 40 shall cease to be entitled to any rights in relation to such share upon that other person being registered as the holder of that share.
|
|
42.
|
(1) If a member, or any other person appearing to be interested in shares held by that member, has been given a notice under section 793 of the Companies Act 2006 and has failed in relation to any shares (the "default shares") to give the Company the information thereby required within 14 days from the date of giving the notice, the following sanctions shall apply, unless the directors otherwise determine in their absolute discretion, in relation to the default shares, including following any transfer of the default shares unless the transfer is an excepted transfer under this article:
|
|
(a)
|
the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll; and
|
|
(b)
|
where the default shares represent at least 0.25 per cent of their class (calculated exclusive of treasury shares):
|
|
(i)
|
any dividend payable in respect of the default shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to these articles, to receive shares instead of that dividend;
|
|
(ii)
|
no transfer, other than an excepted transfer, of any default shares held by the member in certificated form shall be registered unless:
|
|
(A)
|
the member is not himself in default as regards supplying the information required; and
|
|
(B)
|
the member proves to the satisfaction of the directors that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer; and
|
|
(iii)
|
for the purposes of sub paragraph (1)(b)(ii) of this article, in the case of a member holding default shares in uncertificated form or in the case of any other person who is interested in default
|
|
(A)
|
to change his holding of such default shares from uncertificated form into certificated form in the name of the member or his holding of such default shares represented by Depositary Interests into certificated shares only in the name of the person who is interested in the Depositary Interests, as applicable, within a specified period; and
|
|
(B)
|
then to hold such default shares in certificated form for so long as the default subsists; and
|
|
(C)
|
to appoint any person to take any steps, by instruction by means of a relevant system or otherwise, in the name of the beneficial holder of default shares as may be required to change such default shares from uncertificated form into certificated form or where a person has an interests in default shares which are represented by Depositary Interests to change such default shares represented by Depositary Interests into certificated form only in the name of the interested person (and such steps shall be effective as if they had been taken by such holder).
|
|
(a)
|
receipt by the Company of the information required by the notice mentioned in that paragraph; and
|
|
(b)
|
receipt by the Company of notice that the default shares have been transferred by means of an excepted transfer.
|
|
(3)
|
Any new shares in the Company issued in right of default shares shall be subject to the same sanctions as apply to the default shares, and the directors may make any right to an allotment of the new shares subject to sanctions corresponding to those which will apply to those shares on issue, provided that:
|
|
(a)
|
any sanctions applying to, or to a right to, new shares by virtue of this paragraph shall cease to have effect when the sanctions applying to the related default shares cease to have effect (and shall be suspended or cancelled if and to the extent that the sanctions applying to the related default shares are suspended or cancelled); and
|
|
(b)
|
paragraph (1) of this article shall apply to the exclusion of this paragraph (3) if the Company gives a separate notice under section 793 of the Companies Act 2006 in relation to the new shares.
|
|
(4)
|
Where, on the basis of information obtained from a member in respect of any share held by him, the Company gives a notice under section 793 of the Companies Act 2006 (a
"Section 793 Notice"
) to any other person, it shall at the same time send a copy of the notice to the member. The accidental omission to do so, or the non-receipt by the member of the copy, shall, however, not invalidate or otherwise affect the application of this article.
|
|
(5)
|
Where a Depositary Interest Holder receives a Section 793 Notice, that person is not considered for the purposes of this article to have an interest, or to be a
|
|
(6)
|
Where the member on whom a Section 793 Notice has been served is a Depositary acting in its capacity as such, the obligations of the Depositary shall be limited to disclosing to the Company such information requested in the Section 793 Notice relating to any person appearing to be interested in the shares held by it and specified in the Section 793 Notice as has been recorded by the Depositary in accordance with the arrangements entered into by the Company or approved by the board pursuant to which it was appointed as a Depositary.
|
|
(7)
|
For the purposes of this article:
|
|
(a)
|
a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a Section 793 Notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested;
|
|
(b)
|
"interested" shall be construed in the same way as it is for the purpose of section 793 of the Companies Act 2006;
|
|
(c)
|
reference to a person having failed to give the Company the information required by a notice, includes (i) reference to his having failed or refused to give all or any part of it; (ii) reference to his having given any information which he knows to be false in a material particular or having recklessly given information which is false in a material particular; and (iii) reference to the Company knowing or having reasonable cause to believe that any of the information provided is false or materially incorrect or incomplete; and
|
|
(d)
|
an "excepted transfer" means, in relation to any shares held by a member:
|
|
(i)
|
a transfer pursuant to acceptance of a takeover offer (within the meaning of section 974 of the Companies Act 2006) in respect of shares in the Company;
|
|
(ii)
|
a transfer in consequence of a sale made through any stock exchange on which the Company's shares are normally traded; or
|
|
(iii)
|
a transfer which is shown to the satisfaction of the directors to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares.
|
|
(8)
|
Nothing in this article shall limit the powers of the Company under section 794 of the Companies Act 2006 or any other powers of the Company whatsoever.
|
|
43.
|
(1) The Company shall be entitled to sell at the best price reasonably obtainable any share held by a member, or any share to which a person is entitled by transmission (including in consequence of the death or bankruptcy of the member or otherwise by operation of law), if:
|
|
(a)
|
for a period of 12 years no cheque or warrant or other method of payment for amounts payable in respect of the share sent and payable in a manner authorised by these articles has been cashed or effected and no communication has been received by the Company from the member or person concerned;
|
|
(b)
|
during that period the Company has paid at least three dividends (whether interim or final) and no such dividend has been claimed by the member or person concerned;
|
|
(c)
|
the Company has, after the expiration of that period, sent a notice to the registered address or last known address of the member or person concerned of its intention to sell such share and before sending such a notice to the member or other person concerned, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate, a professional asset reunification company or other tracing agent; and
|
|
(d)
|
the Company has not during the further period of three months following the sending of the notice referred to in sub-paragraph (c) above and prior to the sale of the share received any communication from the member or person concerned.
|
|
(2)
|
The Company shall also be entitled to sell at the best price reasonably obtainable any additional share issued during the said period of 12 years in right of any share to which paragraph (1) of this article applies (or in right of any share so issued), if the criteria in sub-paragraphs (a), (c) and (d) of that paragraph are satisfied in relation to the additional share (but as if the words "for a period of 12 years" were omitted from sub-paragraph (a) and the words ", after the expiration of that period," were omitted from sub-paragraph (c)).
|
|
(3)
|
To give effect to the sale of any share pursuant to this article:
|
|
(a)
|
in the case of a share in certificated form, the directors may authorise any person to execute an instrument of transfer of the share to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as it thinks fit to effect the transfer; and
|
|
(b)
|
in the case of a share in uncertificated form, the directors may:
|
|
(i)
|
to enable the Company to deal with the share in accordance with the provisions of this article, require or procure any relevant person or the Operator (as applicable) to convert the share into certificated form; and
|
|
(ii)
|
after such conversion, authorise any person to execute an instrument of transfer of the shares to the purchaser or person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as it thinks fit to effect the transfer.
|
|
44.
|
(1) The Company may by ordinary resolution:
|
|
(a)
|
consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; and
|
|
(b)
|
sub-divide its shares, or any of them, into shares of a smaller amount than its existing shares; and determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage as compared with the others.
|
|
(2)
|
Where any difficulty arises in regard to any consolidation or division, the directors may settle such difficulty as they see fit. In particular, without limitation, the directors may sell to any person (including the Company) the shares representing the fractions for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion among those members or retain such net proceeds for the benefit of the Company and:
|
|
(a)
|
in the case of shares in certificated form, the directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect such transfer; and
|
|
(b)
|
in the case of shares in uncertificated form, the directors may:
|
|
(i)
|
to enable the Company to deal with the share in accordance with the provisions of this article, require or procure any relevant person or the Operator (as applicable) to convert the share into certificated form; and
|
|
(ii)
|
after such conversion, authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer.
|
|
(3)
|
The transferee 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 in or invalidity of the proceedings in reference to the sale.
|
|
45.
|
A majority of directors, the chairman of the board of directors or the chief executive officer of the Company may call a general meeting. If there are no directors then serving on the board of directors, any member of the Company may call a general meeting.
|
|
46.
|
An annual general meeting and all other general meetings of the Company shall be called by at least such minimum period of notice as is prescribed or permitted under the Acts . The notice shall specify the place, the date and the time of meeting and the general nature of the business to be transacted, and in the case of an annual general meeting shall specify the meeting as such. Where the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. Subject to the provisions of these articles and
|
|
47.
|
The accidental omission to give notice of a meeting to, or the failure to give notice due to circumstances beyond the Company's control to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
|
|
48.
|
The board of directors may postpone or reschedule any previously scheduled special general meeting of members. Only those matters set forth in the notice of the special general meeting may be considered or acted upon at a special general meeting of members of the Company. Nominations of persons for election to the board of directors of the Company and member proposals of other business shall not be brought before a special general meeting of members to be considered by the members.
|
|
49.
|
No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation which is a member (including for this purpose two persons who are proxies or corporate representatives of the same member), shall be a quorum.
|
|
50.
|
If a quorum is not present within half an hour after the time appointed for holding the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned in accordance with article 58(1).
|
|
51.
|
The chairman (if any) of the board of directors, or in his absence the deputy chairman, or in the absence of both of them some other director nominated prior to the meeting by the directors, shall preside as chairman of the meeting. If neither the chairman nor the deputy chairman nor such other director (if any) is present within 15 minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number present and willing to act to be chairman of the meeting, and if there is only one director present he shall be chairman of the meeting.
|
|
52.
|
If no director is present within 15 minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman of the meeting.
|
|
53.
|
The directors or the chairman of the meeting may direct that any person wishing to attend any general meeting should submit to and comply with such searches or other security arrangements (including without limitation, requiring evidence of identity to be produced before entering the meeting and placing restrictions on the items of personal property which may be taken into the meeting) as they or he consider appropriate in the circumstances. The directors or the chairman of the meeting may in their or his absolute discretion refuse entry to, or eject from, any general meeting any person who refuses to submit to a search or otherwise comply with such security arrangements.
|
|
54.
|
The directors or the chairman of the meeting may take such action, give such direction or put in place such arrangements as they or he consider appropriate to secure the safety of the people attending the meeting and to promote the orderly conduct of the business of the meeting. Any decision of the chairman of the meeting on matters of procedure or matters arising incidentally from the business of the meeting, and any determination by the chairman of the meeting as to whether a matter is of such a nature, shall be final.
|
|
55.
|
Directors may attend and speak at general meetings and at any separate meeting of the holders of any class of shares, whether or not they are members. The directors or the chairman of the meeting may permit other persons who are not members of the Company or otherwise entitled to exercise the rights of members in relation to general meetings to attend and, at the chairman of the meeting's absolute discretion, speak at a general meeting or at any separate class meeting.
|
|
56.
|
In the case of any general meeting, the directors may, notwithstanding the specification in the notice convening the general meeting of the place at which the chairman of the meeting shall preside (the
"Principal Place"
), make arrangements for simultaneous attendance and participation by electronic means allowing persons not present together at the same place to attend, speak and vote at the meeting (including the use of satellite meeting places). The arrangements for simultaneous attendance and participation at any place at which persons are participating, using electronic means may include arrangements for controlling or regulating the level of attendance at any particular venue provided that such arrangements shall operate so that all members and proxies wishing to attend the meeting are able to attend at one or other of the venues.
|
|
57.
|
(1) The members or proxies at the place or places at which persons are participating via electronic means shall be counted in the quorum for, and be entitled to vote at, the general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chairman of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that the members or proxies attending at the places at which persons are participating via electronic means are able to:
|
|
(a)
|
participate in the business for which the meeting has been convened; and
|
|
(b)
|
see and hear all persons who speak (whether through the use of microphones, loud speakers, audiovisual communication equipment or otherwise) in the Principal Place (and any other place at which persons are participating via electronic means).
|
|
(2)
|
For the purposes of all other provisions of these articles (unless the context requires otherwise), the members shall be treated as meeting at the Principal Place.
|
|
(3)
|
If it appears to the chairman of the meeting that the facilities at the Principal Place or any place at which persons are participating via electronic means have become inadequate for the purposes set out in sub-paragraphs (a) and (b) above, the chairman of the meeting may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at the general meeting up to the point of the adjournment shall be valid. The provisions of article 58(3) shall apply to that adjournment.
|
|
58.
|
(1) If a quorum is not present within half an hour after the time appointed for holding the meeting, or if during a meeting a quorum ceases to be present, the meeting
|
|
(2)
|
Without prejudice to any other power of adjournment he may have under these articles or at common law:
|
|
(a)
|
the chairman of the meeting may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting;
|
|
(b)
|
the chairman of the meeting may, without the consent of the meeting, adjourn the meeting before or after it has commenced, if the chairman of the meeting considers that:
|
|
(i)
|
there is not enough room for the number of members and proxies who wish to attend the meeting;
|
|
(ii)
|
the behaviour of anyone present prevents, or is likely to prevent, the orderly conduct of the business of the meeting;
|
|
(iii)
|
an adjournment is necessary to protect the safety of any person attending the meeting; or
|
|
(iv)
|
an adjournment is otherwise necessary in order for the business of the meeting to be properly carried out.
|
|
(3)
|
Subject to the provisions of the Acts, it shall not be necessary to give notice of an adjourned meeting except that when a meeting is adjourned for 14 days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. No business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.
|
|
(4)
|
Subject to paragraph (1) of this article, meetings can be adjourned more than once, in accordance with the procedures set out in this article.
|
|
59.
|
(1) A special resolution to be proposed at a general meeting may be amended by ordinary resolution if:
|
|
(a)
|
the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and
|
|
(b)
|
the amendment does not go beyond what is necessary to correct a clear error in the resolution.
|
|
(2)
|
An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:
|
|
(a)
|
unless such amendment is proposed by the directors, written notice of the terms of the proposed amendment and of the intention to move the amendment have been delivered to the Company at the Office at least 48 hours before the time for holding the meeting or the adjourned meeting at
|
|
(b)
|
the chairman of the meeting, in his absolute discretion, decides that the proposed amendment may be considered or voted on.
|
|
60.
|
With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer before it is voted on. If an amendment proposed to any resolution under consideration is ruled out of order by the chairman of the meeting, the proceedings on the resolution shall not be invalidated by any error in the ruling.
|
|
61.
|
(1) For so long as any shares are held in a settlement system operated by DTC, any resolution put to the vote of a general meeting must be decided on a poll (and for so long as any shares are held in a settlement system operated by DTC this provision may not be amended without the unanimous consent of all the members). If no shares are held in DTC, a resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is validly demanded. A poll on a resolution may be demanded either before a vote on a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
|
|
(a)
|
the chairman of the meeting;
|
|
(b)
|
a majority of the directors present at the meeting;
|
|
(c)
|
not less than five members having the right to vote at the meeting;
|
|
(d)
|
a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting (excluding any voting rights attached to any shares in the Company held as treasury shares); or
|
|
(e)
|
a member or members holding shares conferring a right to vote on the resolution 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 (excluding any shares in the Company conferring a right to vote at the meeting which are held as treasury shares).
|
|
62.
|
Unless a poll is duly demanded and the demand is not subsequently withdrawn, a declaration by the chairman of the meeting 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 in respect of such declaration in the minutes of the meeting, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
|
|
63.
|
The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman of the meeting, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
|
|
64.
|
Polls at general meetings shall, subject to articles 65 and 66 below, be taken when, where and in such manner as the chairman of the meeting directs. The chairman of the meeting may appoint scrutineers (who need not be members) and decide how and when the result of the poll is to be declared. The result of a poll shall be the decision of the meeting in respect of the resolution on which the poll was demanded.
|
|
65.
|
A poll on the election of the chairman of the meeting or on a question of adjournment must be taken immediately. Any other polls must be taken either during the meeting or within 30 days of the poll being demanded. A demand for a poll does not prevent a general meeting from continuing, except as regards the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
|
|
66.
|
No notice need be given of a poll not taken during the meeting 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 must be given specifying the time and place at which the poll is to be taken.
|
|
67.
|
Subject to these articles and any rights or restrictions attached to any shares or class of shares, at a general meeting:
|
|
(i)
|
every member who is present in person has one vote;
|
|
(ii)
|
every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote, except that if the proxy has been duly appointed by more than one member entitled to vote on the resolution and is instructed by one or more of those members to vote for the resolution and by one or more others to vote against it, or is instructed by one or more of those members to vote in one way and is given discretion as to how to vote by one or more others (and wishes to use that discretion to vote in the other way) he has one vote for and one vote against the resolution; and
|
|
(iii)
|
every corporate representative present who has been duly authorised by a corporation has the same voting rights as the corporation would be entitled to;
|
|
(b)
|
on a poll:
|
|
(c)
|
a member, proxy or corporate representative entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way.
|
|
68.
|
In order that the Company may determine the members entitled to vote at any meeting of members or any adjournment thereof, and how many votes such person may cast, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed the record date for determining members entitled to vote at a meeting of members shall, unless otherwise required by law, be at the close of business on the business day preceding the day on which notice is given.
|
|
69.
|
In the case of joint holders the vote of the joint holder whose name appears first on the register of members in respect of the joint holding shall be accepted to the exclusion of the votes of the other joint holders.
|
|
70.
|
A member in respect of whom an order has been made by any court having jurisdiction in matters concerning mental disorder may vote, on a show of hands or on a poll, by any person authorised in that behalf by that court and the person so authorised may exercise other rights in relation to general meetings, including appointing a proxy. Evidence to the satisfaction of the directors of the authority of the person claiming the right to vote shall be delivered to the Office, or such other place as is specified in accordance with these articles for the delivery or receipt of appointments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised, and in default the right to vote shall not be exercisable.
|
|
71.
|
No member shall have the right to vote at any general meeting or at any separate meeting of the holders of any class of shares, either in person or by proxy, in respect of any share held by him unless all amounts presently payable by him in respect of that share have been paid.
|
|
72.
|
(1) Any objection to the qualification of any person voting at a general meeting or on a poll or to the counting of, or failure to count, any vote, must be made at the meeting or adjourned meeting or at the time the poll is taken (if not taken at the meeting or adjourned meeting) at which the vote objected to is tendered. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive. If a vote is not disallowed by the chairman of the meeting it is valid for all purposes.
|
|
(2)
|
The Company shall not be bound to enquire whether any proxy or corporate representative votes in accordance with the instructions given to him by the member he represents and if a proxy or corporate representative does not vote in accordance with the instructions of the member he represents the vote or votes cast shall nevertheless be valid for all purposes.
|
|
73.
|
A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company. The appointment of a proxy shall be deemed also to confer authority to demand or join in demanding a poll. Delivery of an appointment of proxy shall not preclude a member from attending and voting at the meeting or at any adjournment of it. A proxy need not be a member. A member may
|
|
74.
|
Where two or more valid appointments of proxy are received in respect of the same share in relation to the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others. If the Company is unable to determine which is last sent, the one which is last received shall be so treated. If the Company is unable to determine either which is last sent or which is last received, none of such appointments shall be treated as valid in respect of that share.
|
|
75.
|
(1) Subject to article 72 an appointment of proxy shall be in writing in any usual form or in any other form which the directors may approve and shall be executed by or on behalf of the appointor which in the case of a corporation may be either under its common seal or under the hand of a duly authorised officer or other person duly authorised for that purpose. The signature on the appointment of proxy need not be witnessed.
|
|
(2)
|
Where the appointment of a proxy is expressed to have been or purports to have been executed by a duly authorised person on behalf of a member:
|
|
(a)
|
the Company may treat the appointment as sufficient evidence of that person's authority to execute the appointment of proxy on behalf of that member; and
|
|
(b)
|
the member shall, if requested by or on behalf of the Company, send or procure the sending of any authority under which the appointment of proxy has been executed, or a certified copy of any such authority to such address and by such time as required under article 77 and, if the request is not complied with in any respect, the appointment of proxy may be treated as invalid.
|
|
76.
|
The directors may (and shall for so long as any shares are held in a settlement system operated by DTC or if and to the extent that the Company is required to do so by the Acts) allow an appointment of proxy to be sent or supplied in electronic form subject to any conditions or limitations as the directors may specify. Where the Company has given an electronic address in any instrument of proxy or invitation to appoint a proxy, any document or information relating to proxies for the meeting (including any document necessary to show the validity of, or otherwise relating to, an appointment of proxy, or notice of the termination of the authority of a proxy) may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting.
|
|
77.
|
(1) An appointment of proxy may:
|
|
(a)
|
in the case of an appointment of proxy in hard copy form, be received at the Office or such other place as is specified in the notice convening the meeting, or in any appointment of proxy or any invitation to appoint a proxy sent out or made available by the Company in relation to the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting to which it relates;
|
|
(b)
|
in the case of an appointment of proxy in electronic form, be received at the electronic address specified in the notice convening the meeting, or in any instrument of proxy or any invitation to appoint a proxy sent out or
|
|
(c)
|
in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than 24 hours (or such shorter time as the directors may determine) before the time appointed for the taking of the poll.
|
|
(2)
|
The directors may specify in the notice convening the meeting that in determining the time for delivery of proxies pursuant to this article, no account shall be taken of any part of any day that is not a working day. An appointment of proxy which is not received or delivered in a manner so permitted shall be invalid.
|
|
78.
|
A vote given or poll demanded by proxy shall be valid notwithstanding the previous termination of the authority of the person voting or demanding a poll, unless notice of the termination was delivered in writing to the Company at such place or address at which an appointment of proxy may be duly received under article 77 not later than the last time at which an appointment of proxy should have been received under article 77 in order for it to be valid.
|
|
79.
|
The directors may at the expense of the Company send or make available appointments of proxy or invitations to appoint a proxy to the members by post or by electronic means or otherwise (with or without provision for their return prepaid) for use at any general meeting or at any separate meeting of the holders of any class of shares, either in blank or nominating in the alternative any one or more of the directors or any other person. If for the purpose of any meeting, appointments of proxy or invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company's expense, they shall be issued to all (and not to some only) of the members entitled to be sent a notice of the meeting and to vote at it. The accidental omission, or the failure due to circumstances beyond the Company's control, to send or make available such an appointment of proxy or give such an invitation to, or the non-receipt thereof by, any member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting.
|
|
80.
|
(1) Subject to the provisions of the Acts, any corporation (other than the Company itself) which is a member of the Company may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any meeting of the Company, or at any separate meeting of the holders of any class of shares. The corporation shall for the purposes of these articles be deemed to be present in person at any such meeting if a person or persons so authorised is present at it. The Company may require such person or persons to produce a certified copy of the resolution before permitting him to exercise his powers.
|
|
(2)
|
A vote given or poll demanded by a corporate representative shall be valid notwithstanding that he is no longer authorised to represent the member unless notice of the termination was delivered in writing to the Company at such place or address and by such time as is specified in article 77 for the receipt of an appointment of proxy.
|
|
81.
|
Unless otherwise determined by a majority of the directors, the number of directors (disregarding alternate directors) shall not be less than five nor more than 13.
|
|
82.
|
No person shall be appointed or reappointed a director at any general meeting unless:
|
|
(a)
|
he is recommended by the directors; or
|
|
(b)
|
not less than 14 nor more than 35 days before the date appointed for holding the meeting, notice executed by a member qualified to vote on the appointment or reappointment has been given to the Company of the intention to propose that person for appointment or reappointment, stating the particulars which would, if he were appointed or reappointed, be required to be included in the Company's register of directors, together with notice executed by that person of his willingness to be appointed or reappointed.
|
|
83.
|
At a general meeting a motion for the appointment of two or more persons as directors by a single resolution shall not be made, unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it. For the purposes of this article a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for his appointment.
|
|
84.
|
A majority of directors may appoint a person who is willing to act as a director, and is permitted by law to do so, to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number fixed as the maximum number of directors.
|
|
84A.
|
The directors shall, if the board so determines, stand for re-election at each annual general meeting of the Company, except any director appointed by the board after the notice of that annual general meeting has been given and before the annual general meeting. A director who stands for re-election at an annual general meeting and is re-appointed shall be treated as continuing in office throughout.
|
|
84B.
|
If a director stands for re-election at an annual general meeting and is not reappointed or deemed to have been reappointed, he shall retain office until the meeting elects someone in his place, or, if it does not do so, until the close of the meeting.
|
|
85.
|
A person ceases to be a director as soon as:
|
|
(a)
|
that person ceases to be a director by virtue of any provision of the Acts or is prohibited from being a director by law;
|
|
(b)
|
a bankruptcy order is made against that person;
|
|
(c)
|
a composition is made with that person's creditors generally in satisfaction of that person's debts;
|
|
(d)
|
notification is received by the Company from that person that he is resigning or retiring from his office as director, and such resignation or retirement has taken effect in accordance with its terms;
|
|
(e)
|
in the case of a director who holds any executive office, his appointment as such is terminated or expires and the directors resolve that he should cease to be a director;
|
|
(f)
|
that person is absent without permission of the directors from all meetings of the directors held during a continuous period of six months or more and the directors resolve that he should cease to be a director; or
|
|
(g)
|
a notice in writing is served upon him personally, or at his residential address provided to the Company for the purposes of section 165 of the Companies Act 2006, signed by all the other directors stating that he shall cease to be a director with immediate effect (and such notice may consist of several copies each signed by one or more directors, but a notice executed by an alternate director need not also be executed by his appointor and, if it is executed by a director who has appointed an alternate director, it need not also be executed by the alternate director in that capacity).
|
|
86.
|
Any director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the directors and willing to act and permitted by law to do so, to be an alternate director and may remove an alternate director appointed by him from his appointment as alternate director.
|
|
87.
|
An alternate director shall be entitled to receive notices of meetings of the directors and of committees of the directors of which his appointor is a member, to attend and vote at any such meeting at which the director appointing him is not present, and generally to perform all the functions of his appointor as a director in his absence. An alternate director shall not (unless the Company by ordinary resolution otherwise determines) be entitled to any fees for his services as an alternate director, but shall be entitled to be paid such expenses as might properly have been paid to him if he had been a director.
|
|
88.
|
An alternate director shall cease to be an alternate director if his appointor ceases to be a director.
|
|
89.
|
An alternate director shall cease to be an alternate director on the occurrence in relation to the alternate director of any event which, if it occurred in relation to his appointor, would result in the termination of the appointor's appointment as a director.
|
|
90.
|
An appointment or removal of an alternate director shall be by notice in writing to the Company signed by the director making or revoking the appointment or in any other manner approved by the directors.
|
|
91.
|
Save as otherwise provided in these articles, an alternate director shall:
|
|
(a)
|
be deemed for all purposes to be a director;
|
|
(b)
|
alone be responsible for his own acts and omissions;
|
|
(c)
|
in addition to any restrictions which may apply to him personally, be subject to the same restrictions as his appointor; and
|
|
(d)
|
not be deemed to be the agent of or for the director appointing him.
|
|
92.
|
(1) The business of the Company shall be managed by the directors who, subject to the provisions of these articles and to any directions given by special resolution of the Company to take, or refrain from taking, specified action, may exercise all the powers of the Company. No alteration of these articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given. The general management powers given by this article shall not be limited by any special authority or power given to the directors by any other article.
|
|
(2)
|
Notwithstanding the generality of (1) above, the directors may exercise all the powers of the Company to: (i) borrow money; (ii) mortgage or charge all or any part or parts of its undertaking, property and uncalled capital; and (iii) 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.
|
|
93.
|
The directors may decide to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking.
|
|
94.
|
(1) Subject to the provisions of these 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 (including by power of attorney);
|
|
(c)
|
to such an extent;
|
|
(d)
|
in relation to such matters or territories; and
|
|
(e)
|
on such terms and conditions,
|
|
(2)
|
If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
|
|
(3)
|
The directors may revoke any delegation in whole or part, or alter its terms and conditions.
|
|
(4)
|
The power to delegate under this article includes power to delegate the determination of any fee, remuneration or other benefit which may be paid or provided to any director.
|
|
(5)
|
Subject to paragraph (6) of this article, the proceedings of any committee appointed under paragraph (1)(a) of this article with two or more members shall be governed by such of these articles as regulate the proceedings of directors so far as they are capable of applying.
|
|
(6)
|
The directors may make rules regulating the proceedings of such committees, which shall prevail over any rules derived from these articles pursuant to paragraph (5) of this article if, and to the extent that, they are not consistent with them.
|
|
(7)
|
References to a committee of the directors are to a committee established in accordance with these articles, whether or not comprised wholly of directors.
|
|
95.
|
(1) Until otherwise determined by the Company by ordinary resolution, there shall be paid to the directors (other than alternate directors) such fees for their services in the office of director as the directors may determine, provided that any fees paid to the directors shall not exceed the amounts set out in the then applicable directors' remuneration policy approved by members for the purposes of section 439A of the Companies Act 2006. The fees shall be deemed to accrue from day to day and shall be distinct from and additional to any remuneration or other benefits which may be paid or provided to any director pursuant to any other provision of these articles.
|
|
(2)
|
Any director who holds any other office in the Company (including for this purpose the office of chairman or deputy-chairman), or who serves on any committee of the directors, or who performs, or undertakes to perform, services which the directors consider go beyond the ordinary duties of a director may be paid such additional remuneration (whether by way of fixed sum, bonus, commission, participation in profits or otherwise) as the directors may determine.
|
|
96.
|
The directors may also be paid all reasonable expenses properly incurred by them in connection with their attendance at meetings of the directors or of committees of the directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company and any reasonable expenses properly incurred by them otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.
|
|
97.
|
The directors may (by the establishment of, or maintenance of, schemes or otherwise) provide benefits, whether by the payment of allowances, gratuities or pensions, or by insurance or death, sickness or disability benefits or otherwise, for any director or any former director of the Company or of any body corporate which is or has been a subsidiary undertaking of the Company or a predecessor in business of the Company or of any such subsidiary undertaking, and for any member of his family (including a spouse or civil partner or a former spouse or former civil partner) or any person who is or was dependent on him and may (before as well as after he ceases to hold such office) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
|
|
98.
|
The directors may appoint one or more of their number to the office of managing director or to any other executive office of the Company and any such appointment may be made for such term, at such remuneration and on such other conditions as the directors think fit. Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any claim for damages for breach of the contract of service between the director and the Company.
|
|
99.
|
(1) Provided that he has disclosed to the directors the nature and extent of any material interest of his, a director notwithstanding his office:
|
|
(a)
|
may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
|
|
(b)
|
may be a director or other officer of, or be employed by, or hold any position with, or be a party to any transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is interested.
|
|
(2)
|
No transaction or arrangement shall be liable to be avoided on the ground of any interest, office, employment or position within paragraph (1) above and the relevant director:
|
|
(a)
|
shall not infringe his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company as a result of any such office, employment or position, or any such transaction or arrangement, or any interest in any such body corporate;
|
|
(b)
|
shall not, by reason of his office as a director of the Company be accountable to the Company for any benefit which he derives from any such office, employment or position, or any such transaction or arrangement, or from any interest in any such body corporate;
|
|
(c)
|
shall not be required to disclose to the Company, or use in performing his duties as a director of the Company, any confidential information relating to any such office, employment, or position if to make such a disclosure or use would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with such office, employment or position; and
|
|
(d)
|
may absent himself from discussions, whether in meetings of the directors or otherwise, and exclude himself from information, which will or may relate to such office, employment, position, transaction, arrangement or interest.
|
|
(3)
|
For the purposes of this article:
|
|
(a)
|
a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified;
|
|
(b)
|
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;
|
|
(c)
|
a director shall be deemed to have disclosed the nature and extent of an interest which consists of him being a director, officer or employee of any subsidiary undertaking of the Company;
|
|
(d)
|
a director need not disclose an interest if it cannot be reasonably regarded as likely to give rise to a conflict of interest; and
|
|
(e)
|
a director need not disclose an interest if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware).
|
|
100.
|
(1) The directors may (subject to such terms and conditions, if any, as they may think fit to impose from time to time, and subject always to their right to vary or terminate such authorisation) authorise, to the fullest extent permitted by law:
|
|
(a)
|
any matter which would otherwise result in a director infringing his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company and which may reasonably be regarded as likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties); and
|
|
(b)
|
a director to accept or continue in any office, employment or position in addition to his office as a director of the Company and, without prejudice to the generality of paragraph (1)(a) of this article, may authorise the manner in which a conflict of interest arising out of such office, employment or position may be dealt with, either before or at the time that such a conflict of interest arises,
|
|
(2)
|
If a matter, or office, employment or position, has been authorised by the directors in accordance with this article then (subject to such terms and conditions, if any, as the directors may think fit to impose from time to time, and subject always to their right to vary or terminate such authorisation or the permissions set out below) no transaction or arrangement relating to any such matter shall be liable to be avoided on the ground of any such matter, or office, employment or position and the relevant director:
|
|
(a)
|
shall not infringe his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company as a result of any such matter, or office, employment or position;
|
|
(b)
|
shall not, by reason of his office as a director of the Company, be accountable to the Company for any benefit which he derives from any such matter, or from any such office, employment or position;
|
|
(c)
|
shall not be required to disclose to the Company, or use in performing his duties as a director of the Company, any confidential information relating to such matter, or such office, employment or position if to make such a disclosure or use would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with that matter, or that office, employment or position; and
|
|
(d)
|
may absent himself from discussions, whether in meetings of the directors or otherwise, and exclude himself from information, which will or may relate to that matter, or that office, employment or position.
|
|
101.
|
(1) Subject to the provisions of these articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.
|
|
(2)
|
A director may, and the secretary at the request of a director shall, call a meeting of the directors.
|
|
(3)
|
Notice of a board meeting may be given to a director personally, or by telephone, or sent in hard copy form to him at a postal address notified by him to the Company for this purpose, or sent in electronic form to such electronic address (if any) as may for the time being be notified by him to the Company for that purpose. A director may waive notice of any board meeting and any such waiver may be retrospective.
|
|
(4)
|
Questions arising at a meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman shall (unless he is not entitled to vote on the resolution in question) have a second or casting vote. A director who is also an alternate director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote; and an alternate director who is appointed by two or more directors shall be entitled to a separate vote on behalf of each of his appointors in the appointor's absence.
|
|
(5)
|
A meeting of the directors may consist of a conference between directors some or all of whom are in different places provided that each director who participates in the meeting is able:
|
|
(a)
|
to hear each of the other participating directors addressing the meeting; and
|
|
(b)
|
if he so wishes, to address each of the other participating directors simultaneously,
|
|
102.
|
The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but, if the number of directors is less than either the number fixed as the minimum, or the quorum required for a meeting of the directors (or both) the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
|
|
103.
|
The directors may elect from their number, and remove, a chairman and a deputy chairman of the board of directors. The chairman, or in his absence the deputy chairman, shall preside at all meetings of the directors, but if there is no chairman or deputy chairman, or if at the meeting neither the chairman nor the deputy chairman is present within ten minutes after the time appointed for the meeting, or if neither of them is willing to act as chairman, the directors present may choose one of their number to be chairman of the meeting.
|
|
104.
|
A resolution in writing agreed to by all the directors entitled to receive notice of a meeting of the directors and who would be entitled to vote (and whose vote would have been counted) on the resolution at a meeting of the directors shall (if that number is sufficient to constitute a quorum) be as valid and effectual as if it had been passed at a meeting of the directors, duly convened and held. A resolution in writing is adopted when all such directors have
|
|
105.
|
No business shall be transacted at any meeting of the directors unless a quorum is present. The quorum may be fixed by the directors. If the quorum is not fixed by the directors, the quorum shall be a majority of the total number of directors. A director shall not be counted in the quorum present in relation to a matter or resolution on which he is not entitled to vote (or when his vote cannot be counted) but shall be counted in the quorum present in relation to all other matters or resolutions considered or voted on at the meeting. An alternate director who is not himself a director shall if his appointor is not present, be counted in the quorum. An alternate director who is himself a director shall only be counted once for the purpose of determining if a quorum is present.
|
|
106.
|
(1)
Subject to the Acts, a director who has, directly or indirectly, a material interest in any matter which has been disclosed pursuant to article 99(1) may, despite that interest:
|
|
(2)
|
Where proposals are under consideration concerning the appointment (including the fixing or varying of terms of appointment) of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately and (provided he is not for any reason precluded from voting) each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.
|
|
107.
|
The Company may by ordinary resolution suspend or relax to any extent, in respect of any particular matter, any provision of these articles prohibiting a director from voting at a meeting of the directors or of a committee of the directors.
|
|
108.
|
If a question arises at a meeting of the directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting (or, if the director concerned is the chairman, to the other directors at the meeting), and his ruling in relation to any director other than himself (or, as the case may be, the ruling of the majority of the other directors in relation to the chairman) shall be final and conclusive.
|
|
109.
|
The directors may pay interim and final dividends in accordance with the respective rights and restrictions attached any share or class of share, if it appears to them that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. The directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. If 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 a dividend on any shares having deferred or non-preferred rights.
|
|
110.
|
Except as otherwise provided by these articles or the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. If any share is issued on terms that it ranks for dividend as from a particular date, it shall rank for dividend accordingly. In any other case (and except as aforesaid), dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purpose of this article, no account is to be taken of any amount which has been paid up on a share in advance of the due date for payment of that amount.
|
|
111.
|
The directors may determine when resolving to pay a dividend, and a general meeting declaring a dividend may upon the recommendation of the directors direct, that it shall be satisfied wholly or partly by the distribution of specific assets and in particular of fully paid shares or debentures of any other company. Where any difficulty arises in regard to the distribution, the directors may settle the same as they think fit and in particular (but without limitation) may:
|
|
(a)
|
issue fractional certificates or other fractional entitlements (or ignore fractions) and fix the value for distribution of such specific assets or any part thereof;
|
|
(b)
|
determine that cash shall be paid to any member on the basis of the value so fixed in order to adjust the rights of those entitled to participate in the dividend; and
|
|
(c)
|
vest any such specific assets in trustees.
|
|
112.
|
(1) Any dividend or other money payable relating to a share shall be paid to:
|
|
(c)
|
the person or persons becoming entitled to the share by reason of the death or bankruptcy of a holder or otherwise by operation of law,
|
|
(2)
|
Any dividend or other money payable relating to a share shall be paid by such method as the directors decide. Without limiting any other method of payment which the directors may decide upon, the payments may be made, wholly or partly:
|
|
(a)
|
by sending a cheque, warrant or any other similar financial instrument to the recipient by post addressed to his registered address or, in the case of joint recipients, by sending such cheque, warrant or any other similar financial instrument to the registered address of whichever of the joint recipients' names appears first on the register of members, or, in the case of persons entitled by operation of law, to any such persons;
|
|
(b)
|
by inter-bank transfer or any other electronic form or electronic means to an account (of a type approved by the directors) which is specified in a written instruction from the recipient (or, in the case of joint recipients, all joint recipients);
|
|
(c)
|
in respect of shares in uncertificated form, where the Company is authorised to do so by or on behalf of the recipient (or, in the case of joint recipients, all joint recipients) in such manner as the directors may from time to time consider sufficient, by means of a relevant system;
|
|
(d)
|
in some other way requested in writing by the recipients (or, in the case of joint recipients, all joint recipients) and agreed by the Company;
|
|
(e)
|
in the case of a Depositary, and subject to the approval of the directors, to such persons and postal addresses as the Depositary may direct; or
|
|
(f)
|
to such other person as may be set out in a written instruction from the recipient (or, in the case of joint recipients, all joint recipients), in which case payment shall be made in accordance with sub clauses (a) to (d) above, as specified in the written instruction.
|
|
(3)
|
In respect of the payment of any dividend or other sum which is a distribution, the directors may decide, and notify recipients, that:
|
|
(a)
|
one or more of the means described in paragraph (2) will be used for payment and a recipient may elect to receive the payment by one of the means so notified in the manner prescribed by the directors;
|
|
(b)
|
one or more of such means will be used for the payment unless a recipient elects otherwise in the manner prescribed by the directors; or
|
|
(c)
|
one or more of such means will be used for the payment and that recipients will not be able to elect otherwise.
|
|
(4)
|
All cheques, warrants and similar financial instruments are sent, and payment in any other way is made, at the risk of the person who is entitled to the money and the Company will not be responsible for a payment which is lost, rejected or delayed. The Company can rely on a receipt for a dividend or other money paid in relation to a share from any one of the joint recipients on behalf of all of them. The Company is treated as having paid a dividend if the cheque, warrant or similar financial instrument is cleared or if a payment is made using a relevant system or inter-bank transfer or other electronic means.
|
|
(5)
|
Subject to the rights attaching to any shares:
|
|
113.
|
(1) The Company may cease to send any cheque or warrant, or to use any other method of payment, for any dividend payable in respect of a share if:
|
|
(a)
|
in respect of at least two consecutive dividends payable on that share the cheque or warrant has been returned undelivered or remains uncashed, or another method of payment has failed;
|
|
(b)
|
in respect of one dividend payable on that share, the cheque or warrant has been returned undelivered or remains uncashed, or another method of payment has failed, and reasonable enquiries have failed to establish any new address or account of the recipient; or
|
|
(c)
|
a recipient does not specify an address, or does not specify an account of a type prescribed by the directors, or other details necessary in order to make a payment of a dividend by the means by which the directors have decided in accordance with these articles that a payment is to be made, or by which the recipient has elected to receive payment, and such address or details are necessary in order for the company to make the relevant payment in accordance with such decision or election,
|
|
(2)
|
In cases where the Company makes a payment of a dividend or other sum which is a distribution in accordance with these articles and that payment is rejected or refunded, the Company may credit that dividend or other money payable in cash to an account of the Company, to be held until the relevant recipient (or, in the case of joint recipients, all joint recipients) nominates a valid address or account to which the payment shall be made. If the Company does this, it will not be a trustee of the money and will not be liable to pay interest on it and any amount credited to an account of the Company is to be treated as having been paid to the relevant recipient (or, in the case of joint recipients, all joint recipients) at the time it is credited to that account.
|
|
114.
|
No dividend or other money payable in respect of a share shall bear interest against the Company, unless otherwise provided by the rights attached to the share.
|
|
115.
|
(1) Any dividend or other money payable in respect of a share which has remained unclaimed for 12 years from the date when it became due for payment shall be forfeited (unless the directors decide otherwise) and shall cease to remain owing by the Company and the Company shall not be obliged to account to, or be liable in any respect to, the recipient or person who would have been entitled to the amount.
|
|
(2)
|
If the Company sells the share under Article 43 and unless the directors decide otherwise, any dividend or other money payable in respect of the share outstanding at the time of sale shall be forfeited and the Company shall not be
|
|
116.
|
The directors may offer any holders of shares the right to elect to receive new shares of the same class, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the directors) of any dividend. The following provisions shall apply:
|
|
(a)
|
The directors may offer such rights of election to holders either:
|
|
(i)
|
in respect of the next dividend proposed to be paid; or
|
|
(ii)
|
in respect of that dividend and all subsequent dividends.
|
|
(b)
|
The entitlement of each holder of shares to new shares of the same class shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) that such holder would have received by way of dividend. For this purpose "relevant value" shall be the closing price or last sale price of a share if such class of shares is publicly traded or such price as may be determined by the board of directors of the Company in its reasonable good faith judgment. A certificate or report by the auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount.
|
|
(c)
|
No fraction of a share shall be allotted and the directors may make such provision for fractional entitlements as they think fit, including provision:
|
|
(i)
|
for the whole or part of the benefit of fractional entitlements to be disregarded or to accrue to the Company; or
|
|
(ii)
|
for the value of fractional entitlements to be accumulated on behalf of a member (without entitlement to interest) and applied in paying up new shares in connection with a subsequent offer by the Company of the right to receive shares instead of cash in respect of a future dividend.
|
|
(d)
|
If the directors resolve to offer a right of election, they shall, after determining the basis of allotment, notify the holders of shares in writing of the right of election offered to them, and shall send with, or following, such notification, forms of election and specify the procedure to be followed and place at which, and the latest time by which, elections must be received in order to be effective. No notice need be given to a holder who has previously made (and has not revoked) an earlier election to receive new shares in place of all future dividends.
|
|
(e)
|
The directors may on any occasion decide that rights of election shall only be made available subject to such exclusions, restrictions or other arrangements as they shall in their absolute discretion deem necessary or desirable in order to comply with legal or practical problems under the laws of, or the requirements of any recognised regulatory body or stock exchange in, any territory.
|
|
(f)
|
The dividend (or that part of the dividend in respect of which a right of election has been given) shall not be payable on shares in respect of which an election has been duly made ("the elected shares"). Instead, additional shares shall be allotted to the holders of the elected shares on the basis of allotment determined as aforesaid. For such purpose the directors shall capitalise out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or any of the profits which could otherwise have been applied in paying dividends in cash, as the directors may determine, a sum equal to the aggregate nominal amount of the additional shares to be allotted on that basis and apply it in paying up in full the appropriate number of shares for allotment and distribution to the holders of the elected shares on that basis.
|
|
(g)
|
The directors shall not proceed with any election unless the Company has sufficient reserves or funds that may be capitalised to give effect to it after the basis of allotment is determined.
|
|
(i)
|
Unless the directors decide otherwise or the rules of a relevant system require otherwise, any new shares which a holder has elected to receive instead of cash in respect of some or all of his dividend will be:
|
|
(i)
|
shares in uncertificated form if the corresponding elected shares were uncertificated shares on the record date for that dividend; and
|
|
(ii)
|
shares in certificated form if the corresponding elected shares were shares in certificated form on the record date for that dividend.
|
|
(j)
|
The additional shares when allotted shall rank pari passu in all respects with the fully paid shares of the same class then in issue except that they will not be entitled to participation in the dividend in lieu of which they were allotted.
|
|
(k)
|
The directors may do all acts and things which they consider necessary or expedient to give effect to any such capitalisation, and may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for such capitalisation and incidental matters and any agreement so made shall be binding on all concerned.
|
|
117.
|
(1) The directors may:
|
|
(a)
|
subject as provided in this article, resolve to capitalise any profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company (including any share premium account, capital redemption reserve, merger reserve or revaluation reserve);
|
|
(b)
|
appropriate the sum resolved to be capitalised to the members in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would (or in the case of treasury shares, which would if such shares were not held as treasury shares) entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full shares of the same class held by the member or debentures of the Company of a nominal amount equal to that sum, and allot such shares or debentures credited as fully paid to those members or as they may direct, in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this article, only be applied in paying up shares to be allotted to members credited as fully paid;
|
|
(c)
|
resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall so long as such shares remain partly paid rank for dividend only to the extent that the latter shares rank for dividend;
|
|
(d)
|
make such provision by the issue of fractional certificates or other fractional entitlements (or by ignoring fractions) or by payment in cash or
|
|
(e)
|
authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any further shares to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members; and
|
|
(f)
|
generally do all acts and things required to give effect to such resolution as aforesaid.
|
|
(2)
|
Where, pursuant to an employees' share scheme (within the meaning of section 1166 of the Companies Act 2006) or any similar scheme under which participation is extended to non-executive directors or consultants providing services to the Company or any of its subsidiaries:
|
|
118.
|
Notwithstanding any other provision of these articles, but without prejudice to the rights attached to any shares, the Company or the directors may fix a date and time as the record date by reference to which persons registered as holders of shares or other securities shall be entitled to receipt of any dividend, distribution, allotment or issue, and that date may be before, on or after the date on which the dividend, distribution, allotment or issue is declared, paid or made, and where such a record date is fixed, references in these articles to a holder of shares or member to whom a dividend is to be paid or a distribution, allotment or issue is to be made shall be construed accordingly.
|
|
119.
|
Any notice to be given to or by any person pursuant to these articles shall be in writing other than a notice calling a meeting of the directors which need not be in writing.
|
|
120.
|
(1) Any notice, document or information may (without prejudice to articles 123 and 124) be sent or supplied by the Company to any member:
|
|
(a)
|
by hand, that is by any person (including a courier or process server) handing it to the member or leaving it at the member's registered address;
|
|
(b)
|
by sending it by post in a prepaid envelope addressed to the member at his registered address;
|
|
(c)
|
by sending it in electronic form to a person who has agreed (generally or specifically) that the notice, document or information may be sent or supplied in that form (and has not revoked that agreement);
|
|
(d)
|
by making it available on a website, provided that the requirements in paragraph (2) of this article and the provisions of the Acts are satisfied;
|
|
(e)
|
through a relevant system; or
|
|
(2)
|
The requirements referred to in paragraph (1)(d) of this article are that:
|
|
(a)
|
the member has agreed (generally or specifically) that the notice, document or information may be sent or supplied to him by being made available on a website (and has not revoked that agreement), or the member has been asked by the Company to agree that the Company may send or supply notices, documents and information generally, or the notice, document or information in question, to him by making it available on a website and the Company has not received a response within the period of 28 days beginning on the date on which the Company's request was sent and the member is therefore taken to have so agreed (and has not revoked that agreement);
|
|
(b)
|
the member is sent a notification of the presence of the notice, document or information on a website, the address of that website, the place on that website where it may be accessed, and how it may be accessed ("notification of availability");
|
|
(c)
|
in the case of a notice of meeting, the notification of availability states that it concerns a notice of a company meeting, specifies the place, time and date of the meeting, and states whether it will be an annual general meeting; and
|
|
(d)
|
the notice, document or information continues to be published on that website, in the case of a notice of meeting, throughout the period beginning with the date of the notification of availability and ending with the conclusion of the meeting and in all other cases throughout the period specified by any applicable provision of the Acts, or, if no such period is specified, throughout the period of 28 days beginning with the date on which the notification of availability is sent to the member, save that if the notice, document or information is made available for part only of that period then failure to make it available throughout that period shall be disregarded where such failure is wholly attributable to circumstances
|
|
(3)
|
In the case of joint holders:
|
|
(a)
|
it shall be sufficient for all notices, documents and other information to be sent or supplied to the joint holder whose name stands first in the register of members in respect of the joint holding only; and
|
|
(b)
|
the agreement of the joint holder whose name stands first in the register of members in respect of the joint holding that notices, documents and information may be sent or supplied in electronic form or by being made available on a website shall be binding on all the joint holders.
|
|
(4)
|
In the case of a member registered on a branch register, any notice, document or other information can be posted or despatched or in the country where the branch register is kept.
|
|
(5)
|
For the avoidance of doubt, the provisions of this article are subject to article 47.
|
|
(6)
|
The Company may at any time and at its sole discretion choose to send or supply notices, documents and information only in hard copy form to some or all members.
|
|
121.
|
A member present either in person or by proxy at any meeting of the Company or of the holders of any class of shares shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
|
|
122.
|
(1) The Company or the directors may fix a date and time as the record date by reference to which persons registered as holders of shares or other securities shall be entitled to receive any notice or other document to be given to members and no change in the register after that time shall invalidate the giving of the notice or document, provided that in the case of a notice of general meeting or the annual accounts and reports of the Company, such record date shall be not more than sixty (60) days before the day the notice or document is sent.
|
|
(2)
|
Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been given to the person from whom he derives his title.
|
|
123.
|
Where, by reason of any suspension or curtailment of postal services, the Company is unable effectively to give notice of a general meeting, or meeting of the holders of any class of shares, the board may decide that the only persons to whom notice of the affected general meeting must be sent are: the directors; the Company's auditors; those members to whom notice to convene the general meeting can validly be sent by electronic means and those members to whom notification as to the availability of the notice of meeting on a website can validly be sent by electronic means. In any such case the Company shall also:
|
|
(a)
|
advertise the general meeting in at least two national daily newspapers published in the United States; and
|
|
(b)
|
send or supply a confirmatory copy of the notice to members in the same manner as it sends or supplies notices under article 120 if at least seven clear days before the meeting the posting of notices again becomes practicable.
|
|
124.
|
Any notice, document or information to be sent or supplied by the Company to the members or any of them, not being a notice of a general meeting, shall be sufficiently sent or supplied if sent or supplied by advertisement in at least one national daily newspaper published in the United States.
|
|
125.
|
Any notice, document or information sent or supplied by the Company to the members or any of them:
|
|
(a)
|
by hand, shall be deemed to have been received on the day it was handed to the member or left at the member's registered address;
|
|
(b)
|
by post, shall be deemed to have been received 24 hours after the time at which the envelope containing the notice, document or information was posted unless it was sent by second class post, or there is only one class of post, or it was sent by air mail to an address outside the United States, in which case it shall be deemed to have been received 48 hours after it was posted, and proof that the envelope was properly addressed, prepaid and posted shall be conclusive evidence that the notice, document or information was sent;
|
|
(c)
|
by electronic means, shall be deemed to have been received 24 hours after it was sent. Proof that a notice, document or information in electronic form was addressed to the electronic address provided by the member for the purpose of receiving communications from the Company shall be conclusive evidence that the notice, document or information was sent;
|
|
(d)
|
by making it available on a website, shall be deemed to have been received on the date on which notification of availability on the website is deemed to have been received in accordance with this article or, if later, the date on which it is first made available on the website;
|
|
(e)
|
by means of a relevant system, shall be deemed to have been received 24 hours after the Company or any sponsoring system-participant acting on the Company's behalf, sends the issuer-instruction relating to the notice, document or information;
|
|
(f)
|
by any other means specified in a written authorisation from the relevant member, shall be deemed to have been received when the Company has done what it was authorised to do by that member; and
|
|
(g)
|
by advertisement, shall be deemed to have been received on the day on which the advertisement appears.
|
|
126.
|
(1) If a person who claims to be entitled to a share in consequence of the death or bankruptcy of a holder or otherwise by operation of law supplies to the Company:
|
|
(a)
|
such evidence as the directors may reasonably require to show his title to the share; and
|
|
(b)
|
an address at which notices, documents or information may be sent or supplied to such person,
|
|
(2)
|
Until a person entitled to the share has complied with paragraph (1) above, any notice, document or information may be sent or supplied to the relevant holder in any manner authorised by these articles, as if the death or bankruptcy or any
|
|
127.
|
If on three consecutive occasions notices, documents or information sent or supplied to a member have been returned undelivered, the member shall not be entitled to receive any subsequent notice, document or information until he has supplied to the Company (or its agent) a new registered address, or shall have informed the Company, in such manner as may be specified by the Company, of an electronic address. For the purposes of this article, references to notices, documents or information include references to a cheque or other instrument of payment; but nothing in this article shall entitle the Company to cease sending any cheque or other instrument of payment for any dividend, unless it is otherwise so entitled under these articles.
|
|
128.
|
Where a document is required under these articles to be signed by a member or any other person, if the document is in electronic form, then in order to be valid the document must:
|
|
(a)
|
incorporate the electronic signature, or personal identification details (which may be details previously allocated by the Company), of that member or other person, in such form as the directors may approve; or
|
|
(b)
|
be accompanied by such other evidence as the directors may require in order to be satisfied that the document is genuine.
|
|
129.
|
The Company, or the directors on behalf of the Company, may cause to be kept in any territory an overseas branch register of members resident in such territory, and the directors may make, and vary, such arrangements as they may think fit in relation to the keeping of any such register.
|
|
130.
|
The directors shall cause minutes to be made, in books kept for the purpose of:
|
|
(a)
|
all appointments of officers made by the directors; and
|
|
(b)
|
all proceedings at meetings of the Company, of the holders of any class of shares in the Company, and of the directors, and of committees of the directors, including the names of the directors present at each such meeting.
|
|
131.
|
Except as provided by statute or by order of the court or authorised by the directors or an ordinary resolution of the Company, no person is entitled to inspect any of the Company's accounting or other records or documents merely by virtue of being a member.
|
|
132.
|
The secretary shall be appointed by the directors for such term, at such remuneration and upon such other conditions as they think fit; and any secretary so appointed may be removed by them.
|
|
133.
|
The seal shall be used only by the authority of a resolution of the directors or of a committee of the directors. The directors may determine whether any instrument to which the seal is affixed shall be signed and, if it is to be signed, who shall sign it. Unless otherwise determined by the directors:
|
|
(a)
|
share certificates and, subject to the provisions of any instrument constituting the same, certificates issued under the seal in respect of any debentures or other securities, need not be signed and any signature may be applied to any such certificate by any mechanical or other means or may be printed on it;
|
|
(b)
|
every other instrument to which the seal is affixed shall be signed by
|
|
(i)
|
two directors of the Company;
|
|
(ii)
|
one director and the secretary of the Company; or
|
|
(iii)
|
at least one authorised person in the presence of a witness who attests the signature.
|
|
134.
|
The Company may have an official seal for use in accordance with the Acts. Such a seal shall be used only by the authority of a resolution of the directors or of a committee of the directors.
|
|
135.
|
(1) The Company may destroy:
|
|
(a)
|
any instrument of transfer, after six years from the date on which it is registered;
|
|
(b)
|
any dividend mandate or notification of change of name or address, after two years from the date on which it is recorded;
|
|
(c)
|
any share certificate, after one year from the date on which it is cancelled; and
|
|
(d)
|
any other document on the basis of which an entry in the register of members is made, after six years from the date on which it is made.
|
|
(2)
|
Any document referred to in paragraph (1) of this article may be destroyed earlier than the relevant date authorised by that paragraph, provided that a copy of the document (whether made electronically, by microfilm, by digital imaging or by any other means) has been made which is not destroyed before that date.
|
|
(3)
|
It shall be conclusively presumed in favour of the Company that every entry in the register of members purporting to have been made on the basis of a document destroyed in accordance with this article was duly and properly made, that every instrument of transfer so destroyed was duly registered, that every share certificate so destroyed was duly cancelled, and that every other document so destroyed was valid and effective in accordance with the particulars in the records of the Company, provided that:
|
|
(a)
|
this article shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant;
|
|
(b)
|
nothing in this article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document otherwise than in accordance with this article which would not attach to the Company in the absence of this article; and
|
|
(c)
|
references in this article to the destruction of any document include references to the disposal of it in any manner.
|
|
136.
|
The Company may change its name by resolution of the directors.
|
|
137.
|
If the Company is wound up and subject to the rights and restrictions attached to any share or classes of shares, the liquidator may, with the sanction of a special resolution and any other sanction required by law, divide among the members 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 members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he may with the like sanction determine, but no member shall be compelled to accept any assets upon which there is a liability.
|
|
138.
|
(1) Subject to paragraph (2) of this article, the Company:
|
|
(a)
|
may indemnify to any extent any person who is or was a director, or a director of any associated company, directly or indirectly (including by funding any expenditure incurred or to be incurred by him) against any loss or liability, whether in connection with any proven or alleged negligence, default, breach of duty or breach of trust by him or otherwise, in relation to the Company or any associated company;
|
|
(b)
|
may indemnify to any extent any person who is or was a director of an associated company that is a trustee of an occupational pension scheme, directly or indirectly (including by funding any expenditure incurred or to be incurred by him) against any liability incurred by him in connection with the company's activities as trustee of an occupational pension scheme; and
|
|
(c)
|
may purchase and maintain insurance for any person who is or was a director, or a director of any associated company, against any loss or liability or any expenditure he may incur, whether in connection with any proven or alleged negligence, default, breach of duty or breach of trust by him or otherwise, in relation to the Company or any associated company,
|
|
(2)
|
This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Acts or by any other provision of law.
|
|
139.
|
(1) The directors shall, subject always to applicable law and the provisions of these articles, have power to implement or approve (or both) any arrangements which they may, in their absolute discretion, think fit in relation to (without limitation) the evidencing of title to and transfer of Depositary Interests or similar interests in shares.
|
|
(2)
|
The directors may from time to time take such actions and do such things as they may, in their absolute discretion, think fit in relation to the operation of any such arrangements under paragraph (1) above including, without limitation, treating Depositary Interest Holders as if they were holders directly of the shares or interests in shares represented thereby for the purposes of compliance with any obligations imposed under these articles on members.
|
|
(3)
|
If and to the extent that the directors implement or approve (or both) any arrangements in relation to the evidencing of title to and transfer of Depositary Interests or similar interests in shares in accordance with paragraphs (1) and (2) above, the directors shall ensure that such arrangements provide (in so far as is practicable):
|
|
(4)
|
The provisions of paragraphs (1) to (3) shall not apply to any Depositary Interests held in a settlement system operated by DTC.
|
|
1.
|
Any dividend declared by the Company shall be paid on the Class A Ordinary Shares and the Class B Ordinary Shares pari passu as if they were all shares of the same class.
|
|
2.
|
In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to members shall be distributed amongst all holders of Class A Ordinary Shares and Class B Ordinary Shares in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share.
|
|
3.
|
Any:
|
|
4.
|
(a) At a general meeting of the Company and at any separate class meeting of the holders of Class A Ordinary Shares, where a holder of Class A Ordinary Shares is entitled to vote, such holder is entitled:
|
|
(b)
|
A holder of Class A Ordinary Shares is entitled to receive notice of any general meeting of the Company (and notice of any separate class meeting of the holders of Class A Ordinary Shares) and a copy of every report, accounts, circular or other document sent out by the Company to members.
|
|
1.
|
Any dividend declared by the Company shall be paid on the Class A Ordinary Shares and the Class B Ordinary Shares as set out in paragraph 1 of Part 1 to this Schedule 1.
|
|
2.
|
In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to members shall be applied in the order of priority set out in paragraph 2 of Part 1 to this Schedule 1.
|
|
3.
|
In the event of a transaction which is deemed a liquidation, dissolution or winding up of the Company pursuant to paragraph 3 of Part 1 to this Schedule 1 above, the Class B Ordinary Shares shall be entitled to receive from the Company the amounts payable with respect to the Class B Ordinary Shares upon a liquidation, dissolution or winding up of the Company under paragraph 2 of Part 1 to this Schedule 1 in cancellation of their Class B Ordinary Shares upon the consummation of any such transaction.
|
|
4.
|
(a)
(Consent of at least 66.66% of Class B Ordinary Shares)
Each Class B Ordinary Share will convert into one Class A Ordinary Share by written consent of the holders of an aggregate of at least 66.66% of the total number of Class B Ordinary Shares then in issue. For the avoidance of doubt, the conversion under this paragraph 4(a) of Part 2 to this Schedule 1 affects all Class B Ordinary Shares then in issue.
|
|
(b)
|
(Election by Class B Ordinary Shareholder)
A Class B Ordinary Shareholder may elect at any time to convert any of its Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis by notice in writing to the directors.
|
|
(c)
|
(Less than 10% of total shares in issue on an as-converted basis)
Each Class B Ordinary Share will automatically, without any further action on behalf of the Company or otherwise, convert into one Class A Ordinary Share if the aggregate number of Class B Ordinary Shares then in issue comprises less than 10% of the total shares of the Company then in issue on an as-converted basis. For the purposes of this paragraph, the total shares of the Company in issue on an as-converted basis at any particular time means:
|
|
(i)
|
the number of all Class B Ordinary Shares in issue at such time;
|
|
(ii)
|
the number of all Class A Ordinary Shares in issue at such time; and
|
|
(iii)
|
neither any options in issue at such time nor any shares issuable upon exercise of such options will be included in the calculation.
|
|
(d)
|
(Transfer to a non-Permitted Class B Ordinary Transferee)
Subject to paragraph (e) below, a Class B Ordinary Share will automatically, without any further action on behalf of the Company or otherwise, convert into one Class A
|
|
(e)
|
Despite any other provisions of these articles or the rights attaching to any shares, a Depositary may transfer any shares held by the Depositary to a Depositary Interest Holder as part of the surrender of their Depositary Interest and such transfer shall not in any way result in the rights attaching to such shares being varied or, if applicable, result in the automatic conversion of any shares in accordance with the provisions of this Schedule 1.
|
|
5.
|
If a Class B Ordinary Shareholder would be deemed (by aggregating that Class B Ordinary Shareholder's voting rights together with the voting rights of its Permitted Class B Ordinary Transferees) to hold more than 49.9999% of the voting rights in the Company, then, unless the directors resolve otherwise:
|
|
(a)
|
the maximum number of voting rights that may be exercised by the Class B Ordinary Shareholder and its Permitted Class B Ordinary Transferees in aggregate:
|
|
(i)
|
at any meeting, shall not exceed 49.9999% of the total number of voting rights cast by all persons at that meeting (either in person or by proxy); or
|
|
(ii)
|
in respect of any other matter requiring their consent shall not exceed 49.9999% of the total number of voting rights exercised by all persons in respect of that matter,
|
|
(b)
|
any voting rights purported to be exercised by the Class B Ordinary Shareholder and its Permitted Class B Ordinary Transferees (in aggregate) at any meeting or in respect of any other matter requiring their consent (as the case may be) above the threshold shall be disregarded.
|
|
6.
|
(a) At a general meeting of the Company, and at any separate class meeting of the holders of Class B Ordinary Shares, where a holder of Class B Ordinary Shares is entitled to vote, such holder is entitled:
|
|
(b)
|
A holder of Class B Ordinary Shares is entitled to receive notice of any general meeting of the Company (and notice of any separate class meeting of the holders of Class B Ordinary Shares) and a copy of every report, accounts, circular or other document sent out by the Company to members.
|
|
7.
|
The terms of issue of Class B Ordinary Shares provide for the conversion of one Class B Ordinary Share into one Class A Ordinary Share in certain circumstances set forth in these articles which do not require the consent of the Class B Ordinary Shareholder. Class B Ordinary Shareholders, upon becoming a holder of such Class B Ordinary Share, consent to any such conversion and agree that no further consent is required to any such conversion occurring in accordance with the terms of these articles.
|