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PROPOSED NEW ARTICLES OF ASSOCIATION
The following document, disseminated pursuant to DTR 6.1.2, comprises the proposed new articles of association of Northern Electric plc, which will be put before shareholders at the Annual General Meeting on 22 June 2010.
Pursuant to LR 9.6.1, two copies of the document have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. No. 020 7066 8224
Enquiries:
John Elliott 0191 223 5103
THE COMPANIES ACT 1985 TO 2006
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
NORTHERN ELECTRIC plc
1. The Company's name is "Northern Electric plc".
2. The Company is to be a public company.
3. The Company's registered office is to be situated in England and Wales.
WE, the subscribers to this memorandum of association, wish to be formed into a company pursuant to this memorandum and we agree to take the number of shares shown opposite our respective names.
Names and addresses Number of shares of subscribers taken by each subscriber
Mark Andrew Higson One 2 Staleys Road Borough Green Kent TN15 8RR
David Frederick Pascho One 25 Derwent Road Whitton Twickenham Middlesex TW2 7HQ
Dated 9 March 1989
Witness to the above signatures:- B G Johnson 161 Wessex Drive Erith Kent DA8 3AH Civil Servant
THE COMPANIES ACTS 1985 TO 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF NORTHERN ELECTRIC plc
(adopted by special resolution passed on 22 June 2010).
PRELIMINARY
1. (1) In these articles the following words bear the following meanings -
| "the Act" | subject to paragraph (3) below, means the Companies Act 2006; |
| "these articles" | means the articles of the Company; |
| "clear days" | in relation to the period of a notice, means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; |
| "financial institution" | means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange who is designated as mentioned in section 778 of the Act; |
| "the Group" | means the Company and any subsidiary or subsidiaries of the Company; |
| "holder" | in relation to shares, means the member whose name is entered in the Register as the holder of the shares; |
| "Office" | means the registered office of the Company; |
| "Preference Shares" | means the Preference Shares of 1p each as more particularly described in article 10; |
| "Register" | means the register of members to be kept pursuant to section 113 of the Act; |
| "the seal" | means any common seal of the Company and any official seal kept by the Company by virtue of section 50 of the Act, or either of them as the case may require; |
| "secretary" | means any person appointed by the directors to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary; |
| "The Stock Exchange" | means London Stock Exchange plc; |
| "the United Kingdom" | means Great Britain and Northern Ireland. |
(2) Save as aforesaid and unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act.
(3) A reference to any statute or provision of a statute includes a reference to any statutory modification or re-enactment of it from time to time in force.
(4) Unless the context otherwise requires -
(a) words in the singular include the plural, and vice versa;
(b) words importing any gender include all genders;
(c) a reference to a person includes a reference to a body corporate and to an unincorporated body of persons;
(d) a reference to execution shall include any mode of execution and the word "executed" shall be construed accordingly.
(5) 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.
2. The regulations contained in Table A in the schedule to the Companies (Table A to F) Regulations 1985 do not apply to the Company.
LIABILITY OF MEMBERS
3. The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
SHARE CAPITAL
4. Subject to the provisions of the Act -
(a) the directors may allot, grant options over or otherwise dispose of the shares in the Company to such persons and on such terms as the directors think fit;
(b) shares may be issued on the terms that they are, or are to be liable, to be redeemed at the option of the Company or the holder on such terms and in such manner as may be provided by these articles.
5. Subject to the provisions of the Act and 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 does not so determine, as the directors may determine).
6. The Company may exercise the powers of paying commissions conferred by the Act. Subject to the provisions of the Act, 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.
7. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and (except as otherwise provided by these articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right to the entirety of it in the holder.
VARIATION OF RIGHTS
8. Subject to the provisions of the Act, 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, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class,
but not otherwise. To every such separate meeting the provisions of these articles relating to general meetings shall apply, except that -
(a) the necessary quorum at any such meeting other than an adjourned meeting shall be two persons together holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question and at an adjourned meeting shall be one person holding shares of the class in question or his proxy; and
(b) any holder of shares of the class in question present in person or by proxy may demand a poll.
9. Unless otherwise expressly provided by the rights attached to any shares, those rights -
(a) shall be deemed to be varied by the reduction of the capital paid up on those shares and by the creation or issue of further shares ranking in priority for payment of a dividend in respect of capital or which confer on the holders voting rights more favourable than those conferred by the first-mentioned shares;
(b) shall otherwise be deemed not to be varied by the creation or issue of further shares ranking pari passu with or subsequent to the first-mentioned shares; and
(c) shall be deemed not to be varied by the purchase by the Company of any of its own shares.
PREFERENCE SHARES
10. (1) (a) Out of the profits of the Company available for distribution and resolved to be distributed, the holders of the Preference Shares shall be entitled in priority to any payment of dividend to the holders of any other class of shares (other than any Further Preference Shares referred to in paragraph (6) below) to be paid a fixed cumulative preferential dividend ("preferential dividend") at such rate per share per annum as shall be determined by the directors at the time of the allotment thereof, such dividend to be paid half-yearly in equal instalments on 31 March and 30 September (or, if any such date shall be a Saturday, Sunday or public holiday in England, on the first business day following such date without any interest or payment in respect of such delay) ("fixed dividend dates") in each year in respect of the half-years ending on those respective dates save that if the first fixed dividend date after the allotment of the Preference Shares is a date less than 30 days after the date of allotment of the Preference Shares then the first dividend will be paid on the second fixed dividend date after the date of allotment of the Preference Shares in respect of the period from the date of allotment of the Preference Shares to such second fixed dividend date.
(b) Payments of preferential dividends on the Preference Shares shall be made to holders on the register at any date selected by the directors being not more than 42 days prior to the relevant fixed dividend date. Without prejudice to the rights of the holders of the Preference Shares hereunder any amount not so paid (whether because of an insufficiency of profits, a failure to resolve upon their distribution or otherwise) shall (and notwithstanding any other provisions contained herein) become payable out of profits of the Company available for distribution without any resolution of the directors or of the Company in general meeting on the next fixed dividend date in priority to the preferential dividend payable on that date. The holders of the Preference Shares shall not be entitled to any further right of participation in the profits of the Company.
(2) On a return of capital on a winding-up or (other than on a purchase of shares or capitalisation issue) otherwise, the holders of the Preference Shares shall be entitled in priority to any payment to the holders of any other class of shares (other than any Further Preference Shares referred to in paragraph 6 below) to the repayment of a sum equal to the nominal capital paid up or credited as paid up on the Preference Shares held by them respectively together with the sum of 99p per Preference Share held by them respectively and a sum equal to all arrears and accruals (if any) of the preferential dividend irrespective of whether or not such dividend has been declared or earned or become due and payable, to be calculated (on the basis of a 365/6 day year and the actual number of days elapsed) down to and including the date of commencement of the winding-up (in the case of a winding-up) or the return of capital (in any other case). The holders of the Preference Shares shall not be entitled to any further or other right of participation in the assets of the Company. If, on a return of capital on a winding-up or otherwise, the amounts available for payment are insufficient to cover in full the amounts payable on the Preference Shares, then the holders of such shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled.
(3) The holders of the Preference Shares shall, by virtue of and in respect of their holdings of Preference Shares, have the right to receive notice of, attend and speak at any general meeting of the Company, but shall not be entitled to vote at any such meeting unless:
(i) at the date of the notice convening such meeting the preferential dividend on such shares is six months or more in arrears (and so that for this purpose the preferential dividend shall be deemed to be payable on the dates and in respect of the periods specified in paragraph 1 above); or
(ii) if a resolution is to be proposed abrogating, varying or modifying any of the rights or privileges of the holders of the Preference Shares, or for the winding-up of the Company, in which case they shall only be entitled to vote on such resolution.
(4) (a) If at any time the Secretary of State (as defined under the public electricity supply licence (the "Licence") granted to the Company by the Secretary of State for Energy under the Electricity Act 1989) gives the Company notice in writing of the revocation of the Licence (provided that the giving of notice pursuant to paragraph 3 of Part 1 of the Licence shall not for this purpose be deemed to constitute the revocation of the Licence) then the Company shall, subject to the provisions of the Act, redeem all, but not some only, of the Preference Shares on a date (the "Redemption Date") being a date not less than 30 days nor more than 60 days from the date on which the Company receives such notice. Within 14 days of the date on which the Company receives such notice the Company shall give notice in writing to the holders of Preference Shares (the "Redemption Notice") as hereinafter provided.
(b) There shall be paid by the Company on each Preference Share so redeemed, in pounds sterling, the aggregate of:
(i) the nominal amount thereof;
(ii) a sum equal to all arrears and accruals (if any) of the said preferential dividend irrespective of whether or not such dividend has been declared or become due and payable to be calculated (on the basis of a 365/6 day year and the actual number of days elapsed) down to and including the Redemption Date; and
(iii) the sum of 99p,
such aggregated amounts being hereinafter referred to as the "Redemption Amount".
(c) Any Redemption Notice shall specify the Redemption Date and the Redemption Amount (specifying the amount of such arrears and accruals per share to be included therein and stating that dividends on the Preference Shares to be redeemed will cease to accrue on the Redemption Date), and shall state the place or places at which certificates for such Preference Shares are to be presented and surrendered for redemption and payment of the Redemption Amount is to be effected. Upon the Redemption Date, the Company shall redeem the Preference Shares subject to the provisions of this paragraph 4 and of the Act. No defect in the Redemption Notice or in the giving thereof shall affect the validity of the redemption proceedings.
(d) Payments in respect of the amount due on redemption of the Preference Shares shall be made by sterling cheque drawn on a bank in the City of London or upon the request of the holder or joint holders not later than the date specified for the purpose in the Redemption Notice by transfer to a sterling account maintained by the payee with a bank in the City of London. Such payment will be made against presentation and surrender of the relative certificate or, if the relative certificate has been lost or destroyed, an appropriate indemnity in a form satisfactory to the directors at the place or one of the places specified in the Redemption Notice, provided that the directors may determine that presentation and surrender of certificates shall not be required in which event each certificate shall be void and of no effect as from the date of payment of the amount due on the redemption of the registered Preference Shares to which the certificate relates. All payments in respect of the Redemption Amount will in all respects be subject to any applicable fiscal or other laws.
(e) As from the Redemption Date the preferential dividend on the Preference Shares shall cease to accrue except on any such Preference Share in respect of which, upon the due surrender of the relative certificate or, if the relative certificate has been lost or destroyed, an appropriate indemnity in a form satisfactory to the directors, payment of the Redemption Amount due on the Redemption Date shall be improperly withheld or refused, in which case the preferential dividend on such Preference Share shall be deemed to have continued and shall accordingly continue to accrue and be payable from the Redemption Date to the date of payment of the Redemption Amount. The Preference Shares shall not be treated as having been redeemed until the Redemption Amount in question together with any accrued dividend thereon shall have been paid.
(f) The receipt by the holder for the time being of any Preference Share (or in the case of joint holders the receipt by any one of them) in respect of the moneys payable on redemption of such Preference Share shall constitute an absolute discharge to the Company in respect thereof.
(g) On the redemption of the Preference Shares the notional amounts of such shares comprised in the capital of the Company may thereafter be divided into, and reclassified as, ordinary shares without any further resolution or consent.
(h) The Company shall not be entitled or obliged to redeem the Preference Shares in any circumstances other than those referred to in sub-paragraph 4(a) above.
(5) Subject to the provisions of the Act, the Company may at any time purchase Preference Shares (1) in the market, or (2) by tender (available alike to all holders of Preference Shares), or (3) by private treaty, in each case at a price and upon such other terms and conditions as the directors may think fit. The Company may exercise its rights and powers of purchase as regards the Preference Shares and any Further Preference Shares which may be issued pursuant to paragraph (6) of this article (not being a series which is identical and forms a single series with the Preference Shares) at its sole discretion and without obligation to maintain the ratio between the nominal amounts for the time being outstanding of any series. On the purchase of any Preference Shares, the nominal amounts of such shares comprised in the capital of the Company may thereafter be divided into, and reclassified as, ordinary shares without any further resolution or consent.
(6) (a) The Company may from time to time create and issue further preference shares (in this article called "Further Preference Shares") ranking as regards participation in the profits and assets of the Company pari passu with (but not in priority to) the Preference Shares. Subject to the preceding sentence, any such Further Preference Shares may either carry rights and restrictions as regards participation in the profits and assets of the Company which are identical in all respects with the Preference Shares or with any other series of Further Preference Shares or rights and restrictions differing therefrom in any respect including but without prejudice to the generality of the foregoing in that:
(i) the rate and/or the basis of calculation of the dividend may differ;
(ii) the Further Preference Shares may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;
(iii) subject to (iv) below, a premium may be payable on a return of capital or there may be no such premium;
(iv) the Further Preference Shares may be redeemable on such terms and conditions as may be prescribed by the terms of the issue thereof and/or these articles provided that the amount payable in respect of such Further Preference Shares on a winding-up or other return on capital (including redemption) shall not exceed the amount paid on the subscription of such shares (together with any arrears, deficiency or accrual of dividends) or may be non-redeemable;
(v) the Further Preference Shares may be convertible into ordinary shares or any other class of shares which constitutes equity share capital ranking as regards participation in the profits or assets of the Company after the Further Preference Shares.
(b) The creation and issue by the Company of ordinary shares shall not be deemed to be a variation of the rights attached to the Preference Shares.
SHARE CERTIFICATES
11. (1) Every holder of shares (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 one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of that holding) or, upon payment for every certificate after the first of such reasonable sum as the directors may determine, to several certificates each for one or more of his shares. Every certificate shall be under the seal 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. 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 one joint holder shall be a sufficient delivery to all of them.
(2) If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of any exceptional out of pocket expenses incurred by the Company in investigating evidence as the directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate.
(3) Nothing in these articles shall prevent title to any securities of the Company from being evidenced and transferred without a written instrument in accordance with the Act and any regulations made thereunder and the directors shall have power to implement such procedures as they may think fit and as may accord with that Act and any regulations made thereunder for recording and transferring title to securities and for the regulation of those procedures and the persons responsible -for or involved in their operation.
LIEN
12. The Company shall have a first and paramount lien on every share (not being a fully paid share) 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 on a share shall extend to all amounts payable in respect of it.
13. 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 fourteen 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.
14. To give effect to the sale the directors may authorise some person to execute an instrument of transfer of the share sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the share shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale.
15. 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, and any residue shall (upon surrender to the Company for cancellation of the certificate for the share sold 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 immediately prior to the sale.
CALLS ON SHARES AND FORFEITURE
16. 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 fourteen 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 in 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.
17. A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.
18. The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.
19. If 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 in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Act) and together with all costs, charges and expenses that may have been incurred by the Company by reason of such non-payment but the directors may waive payment of the interest or such costs, charges or expenses wholly or in part.
20. 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.
21. 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.
22. 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 as the member and the directors agree.
23. If 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 fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and all costs, charges and expenses incurred by the Company by reason of such non-payment. 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 amounts payable in respect of the forfeited shares and not paid before the forfeiture.
24. Subject to the provisions of the Act, 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 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, the directors may authorise someone to execute an instrument of transfer of the share to that person.
25. A person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but 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 Act) from the date of forfeiture until payment, but 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.
26. 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) constitute a 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 in reference to the forfeiture or disposal of the share.
TRANSFER OF SHARES
27. Except as may be provided by any procedures implemented pursuant to article 11(3) above, the instrument of transfer of a share 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.
28. The directors may, refuse to register the transfer of a share which is not fully paid or over which the Company has a lien. They may also decline to recognise an instrument of transfer unless the instrument of transfer -
(a) is lodged, duly stamped (if stampable), 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.
29. No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.
30. 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.
31. Nothing in these articles shall preclude the directors -
(a) from recognising a renunciation of the allotment of any share by the allottee in favour of some other person; or
(b) if empowered by these articles to authorise any person to execute an instrument of transfer of a share, from authorising any person to transfer that share in accordance with any procedures implemented pursuant to article 11(3) above.
DESTRUCTION OF DOCUMENTS
32. (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 any variation or cancellation thereof or any 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 is made at any time after the expiry of six years from the date an entry was first made in the Register in respect of it.
(2) It shall be conclusively presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of a document so destroyed 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 as provided for in 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.
UNTRACED MEMBERS
33. (1) The Company shall be entitled to sell in such manner and for such price as the directors think fit any share held by a member, or any share to which a person is entitled by transmission, if -
(a) for a period of 12 years no cheque or warrant for amounts payable in respect of the share sent and payable in a manner authorised by these articles has been cashed and no communication has been received by the Company from the member or person concerned;
(b) during that period at least three dividends in respect of the share have become payable;
(c) the Company has, after the expiration of that period, by advertisement in a leading national daily newspaper, published in the United Kingdom and in a newspaper circulating in the area of the registered address or last known address of the member or person concerned, given notice of its intention to sell such share; and
(d) the Company has not during the further period of three months after the date of the advertisement 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, in the manner provided in this article, any share ("additional share") issued during the said period or periods of 12 years and three months in right of any share to which paragraph (1) of this article applies or in right of any share issued during either of such periods, provided that the requirements of sub-paragraphs (a) (but modified to exclude the words "for a period of 12 years"), (c) and (d) are satisfied in respect of such additional share.
(3) To give effect to the sale the Company may appoint any person to execute an instrument of transfer of the share, and the instrument shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, the share. The Company shall be indebted to the member or other person entitled to the share for an amount equal to the net proceeds of the sale, but no trust shall be created and no interest shall be payable in respect of the proceeds of sale.
TRANSMISSION OF SHARES
34. If a member dies, the survivor where he was a joint holder, or his personal representative where he was a sole holder or the only survivor of joint holders, shall be the only person recognised by the Company as having any title to his interest. Nothing in this article shall release the estate of a deceased member from any liability in respect of any share which had been held solely or jointly by him.
35. 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, 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 elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the provisions of these articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer signed by the member and the death or bankruptcy of the member or other operative event had not occurred. The directors may at any time give notice requiring the person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within sixty days, the directors may withhold payment of all dividends and other moneys payable in respect of the share until the requirements of the notice have been complied with.
36. A person becoming entitled to a share by reason of the death or bankruptcy of a member or otherwise by operation of law shall 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.
FAILURE TO NOTIFY CONTACT DETAILS
37. (1) If -
(a) the Company sends two consecutive documents to a member over a period of twelve months, and
(b) each of those documents is returned undelivered, or the Company receives notification that it has not been delivered,
that member ceases to be entitled to receive notices from the Company.
(2) A member who has ceased to be entitled to receive notices from the Company becomes entitled to receive such notices again by sending the Company a new address to be recorded in the register of members.
STOCK
38. The Company may by ordinary resolution convert any paid up shares into stock and re-convert any stock into paid up shares of any denomination.
39. A holder of stock may transfer it or any part of it in the same manner, and subject to the same provisions of these articles as would have applied to the shares from which the stock arose if they had not been converted, or as near thereto as circumstances admit, but the directors may fix the minimum amount of stock transferable at an amount not exceeding the nominal amount of any of the shares from which the stock arose.
40. A holder of stock shall, according to the amount of the stock held by him, have the same rights as if he held the shares from which the stock arose: provided that no such right (except participation in dividends and in the assets of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that right.
41. All the provisions of these articles applicable to paid up shares shall apply to stock, and the words "share" and "member" shall include "stock" and "holder of stock" respectively.
ALTERATION OF CAPITAL
42. Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the directors may on behalf of those members sell to any person (including, subject to the provisions of the Act, the Company) the shares representing the fractions for such price as the directors think fit and distribute the net proceeds of sale in due proportion among those members. Where the shares to be sold are held in certificated form, the directors may authorise any person to execute an instrument of transfer of the shares to or in accordance with the directions of the purchaser. Where the shares to be sold are in uncertificated form, the directors may do all acts and things that they consider necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the purchaser. 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.
MEETINGS
43. All general meetings other than annual general meetings shall be called general meetings.
PROCEEDINGS AT GENERAL MEETINGS
44. No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon a business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation or corporation sole which is a member shall be a quorum.
45. 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 to such day, time and place as the directors may determine being at least 10 clear days after the original meeting. If at the adjourned meeting a quorum is not present within fifteen minutes after the time appointed for holding the meeting, the meeting shall be dissolved.
46. The chairman (if any) of the board of directors, or in his absence the deputy chairman (if any), or in the absence of both of them some other director nominated by the directors, shall preside as chairman of the meeting, but if neither the chairman nor the deputy chairman nor such other director (if any) is present within fifteen minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number present to be cha-irman and, if there is only one director present and willing to act, he shall be chairman.
47. If no director is willing to act as chairman, or if no director is present within fifteen 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.
48. A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares.
49. The chairman shall adjourn a meeting at which a quorum is present to another time and place if requested to do so by such meeting and may so adjourn such meeting if either -
(A) he has the consent of such meeting; or
(B) in his opinion it is not practicable to obtain consent under sub-paragraph (A) above but it appears to him necessary in order to facilitate the business of the meeting.
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. When a meeting is adjourned for twenty-eight 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. Otherwise it shall not be necessary to give notice of an adjournment.
50. If an amendment proposed to any resolution under consideration is ruled out of order by the chairman, the proceedings on the resolution shall not be invalidated by any error in the ruling.
51. A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded -
(a) by the chairman; or
(b) by not less than five persons present in person or by proxy having the right to vote at the meeting; or
(c) by a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
(d) by a member or members present in person or by proxy holding shares 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.
52. Unless a poll is duly demanded, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect made 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.
53. The demand, for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman, 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.
54. A poll shall be taken as the chairman directs, and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
55. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
56. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs, not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll 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.
57. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting in respect of which it is demanded. In any other case, at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.
VOTES OF MEMBERS
58. A member in respect of whom an order has been made by any court having competent jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote by any person authorised in that behalf by that court, who may on a show of hands or on a poll vote by proxy. Evidence to the satisfaction of the directors of the authority of the person claiming the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with these articles for the deposit of instruments of proxy, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised, and in default the right to vote shall not be exercisable.
59. 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 representative or proxy, in respect of any share held by him unless all amounts presently payable by him in respect of that share have been paid.
60. No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is tendered. Subject to any objection made in due time, every vote counted and not disallowed at the meeting or adjourned meeting shall be valid and every vote disallowed or not counted shall be invalid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
61. On a poll, votes may be given either personally or by proxy or (in the case of a corporate member) by a duly authorised representative. Subject to the provisions of the Act, a member or 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. A proxy need not be a member.
62. An instrument appointing a 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 or his duly constituted attorney. A corporation may execute a form of proxy either under its common seal or under the hand of a duly authorised officer, attorney or other person authorised to sign it. A member may appoint more than one proxy to attend on the same occasion. Deposit of an instrument of proxy shall not preclude a member from attending and voting at the meeting or at any adjournment of it.
63. The instrument appointing a proxy and any authority under which it is executed or a copy of the authority certified notarially or in some other way approved by the directors may -
(a) be deposited at the Office or at such other place in the United Kingdom as is specified in the notice convening the meeting, or in any instrument of proxy sent out by the Company in relation to the meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
(b) in the case of a poll taken more than forty-eight hours after it was demanded, be deposited as aforesaid after the poll has been demanded and not less than twenty-four hours before the time appointed for taking the poll; or
(c) where the poll is not taken forthwith but is taken not more than forty-eight hours after it was demanded, be delivered at the meeting to the chairman or to the secretary or to any director;
and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.
64. A vote given or poll demanded by proxy or by the duly authorised representative of a corporation or corporation sole shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll, unless notice of the determination was received by the Company at the Office, or at such other place at which the instrument of proxy was duly deposited, not less than forty-eight hours before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll not taken on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
65. The directors may at the expense of the Company send instruments of proxy to the members by post 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 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 to send such an instrument 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.
66. The Company shall not be required to check whether a proxy or corporate representative votes in accordance with any instruments given by the member who appointed him. Votes by proxy or corporate representative will still be valid if they have not been cast in accordance with the appointor's instruction.
INCORPORATED MEMBERS ACTING BY REPRESENTATIVES
67. Any corporation or corporation sole which is a member of the Company may (by resolution of its directors or other governing body, or by authority given under seal or under the hand of an officer duly authorised by it) authorise such person as it thinks fit 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.
DIRECTORS
68. Unless otherwise determined by the Company by ordinary resolution the number of directors (other than alternate directors) shall be not less than four.
69. A director shall not require a share qualification.
70. 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 (not exceeding in the aggregate an annual sum of £200,000 or such larger amount as the Company may by ordinary resolution decide) divided between the directors as they agree, or, failing agreement, equally. The fees shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel and other 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 otherwise in connection with the discharge of their duties as directors.
ALTERNATE DIRECTORS
71. Any director (other than an alternate director) may appoint any person, who is willing to act and who is either a director or who is approved by resolution of the directors, to be an alternate director and may remove from office an alternate director appointed by him.
72. An alternate director shall (unless he is absent from the United Kingdom) 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, but shall not (unless the Company by ordinary resolution otherwise determines) be entitled to any fees for his services as an alternate director.
73. An alternate director shall cease to be an alternate director if his appointor ceases to be a director but, if a director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate director made by him which was in force immediately prior to his retirement shall continue after his reappointment.
74. An appointment or removal of an alternate director shall be by notice to the Company executed by the director making or revoking the appointment and deposited at the Office, or in any other manner approved by the directors.
75. Save as otherwise provided in these articles, an alternate director shall be deemed for all purposes to be a director and shall alone be responsible for his own acts and defaults, and he shall not be deemed to be the agent of the director appointing him.
POWERS OF DIRECTORS
76. The business of the Company shall be managed by the directors who, subject to the provisions of the Act, these articles and to any directions given by special resolution, 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 powers given by this article shall not be limited by any special power given to the directors by these articles and a meeting of the directors at which a quorum is present may exercise all powers exercisable by the directors.
77. In addition to a name change by special resolution of the Company, the directors may change the name of the Company by a board resolution.
78. (1) The directors shall restrict the borrowings of the Company and exercise all powers of control exercisable by the Company in relation to its subsidiaries (if any) so as to secure (as regards such subsidiaries so far as by such exercise they can secure) that the aggregate principal amount outstanding of all money borrowed by the Group (excluding amounts borrowed by any member of the Group from any other member of the Group, other than amounts to be taken into account under paragraph (3)(j) below) shall not at any time, save with the previous sanction of an ordinary resolution of the Company, exceed an amount equal to the aggregate of the amounts in sub-paragraphs (a) and (b) of this paragraph (1) multiplied by the figure specified in paragraph (6) below:-
(a) the amount paid up on the share capital of the Company; and
(b) the total of the capital and revenue reserves of the Group, including any share premium account, capital redemption reserve and credit balance on the profit and loss account, but excluding sums set aside for taxation and amounts attributable to outside shareholders in subsidiaries of the Company and deducting any debit balance on the profit and loss account,
all as shown in the then latest audited consolidated balance sheet and profit and loss account of the Group prepared for the purposes of the Act ("the Latest Accounts"), but adjusted as may be necessary in respect of any variation in the paid up share capital or share premium account of the Company since the date of that balance sheet and further adjusted as may be necessary to reflect any change since that date in the companies comprising the Group.
(2) For the purposes of this article, "subsidiary" means a subsidiary or a subsidiary undertaking.
(3) For the purposes of this article, but without prejudice to the generality of the terms "borrowing" and "borrowed" or to the exclusion under paragraph (1) above for intra-Group borrowings -
(a) the principal amount of any debentures (other than a debenture dated 1 November 1990 issued in favour of the Secretary of State for Energy pursuant to a direction made under section 71 of the Electricity Act 1989) issued by a member of the Group, whether for cash or otherwise, shall be taken into account as money borrowed by that member;
(b) the principal amount raised by any member of the Group by acceptances or under any acceptance credit opened on its behalf by a bank or acceptance house, other than acceptances and acceptance credits relating to the purchase of goods or services in the ordinary course of trading and outstanding for six months or less, shall be taken into account as money borrowed by that member;
(c) the nominal amount of any paid up preference share capital of any subsidiary of the Company not being capital owned by a member of the Group, shall be taken into account as money borrowed by that subsidiary;
(d) the principal amount of any borrowings of a person (other than a member of the Group) the beneficial interest in which or right of repayment to which is not owned by a member of the Group and the payment or repayment of which is the subject of a guarantee or indemnity given by, or is secured on the assets of, a member of the Group, shall be taken into account as money borrowed by that member;
(e) any fixed amount in respect of a hire purchase agreement or of a finance lease payable in either case by a member of the Group which would be shown at the material time as an obligation in a balance sheet prepared in accordance with the accounting principles used in the preparation of the relevant balance sheet shall be taken into account as money borrowed by that member (and for the purpose of this sub-paragraph "finance lease" means a contract between a lessor and a member of the Group as lessee or sub-lessee where substantially all the risks and rewards of the ownership of the asset leased or sub-leased are to be borne by that member and "hire purchase agreement" means a contract of hire between a hire purchase lender and a member of the Group as hirer);
(f) amounts borrowed for the purpose of repaying the whole or any part of any amounts previously borrowed and then outstanding (including any premium payable on final repayment) and to be applied for that purpose within six months of the borrowing shall not, pending such application, be taken into account as money borrowed;
(g) amounts borrowed for the purpose of financing any contract in respect of any part of the price receivable thereunder is guaranteed or insured by the Export Credits Guarantee Department or any other institution carrying on similar business shall not be taken into account to the extent of the sums so guaranteed or insured;
(h) amounts borrowed by a company before, and outstanding after, it becomes a subsidiary of the Company and amounts secured on an asset before and remaining so secured after, it is acquired by a member of the Group, shall not be taken into account as money borrowed until six months after the company becomes a subsidiary or the asset is acquired, as the case may be;
(i) any premium payable on final repayment of an amount to be taken into account as money borrowed shall also be so taken into account, and any premium payable on final repayment of an amount not to be taken into account shall also not be so taken into account;
(j) money borrowed by a partly-owned subsidiary (if any) and not owing to another member of the Group shall (notwithstanding sub-paragraphs (a) to (e) above) be taken into account subject to the exclusion of a proportion of it equal to the minority proportion, and money borrowed and owing to a partly-owned subsidiary (if any) by another member of the Group shall (subject to sub-paragraph (h) above) be taken into account to the extent of a proportion of it equal to the minority proportion (and for the purpose of this sub-paragraph "minority proportion" means the proportion of such issued equity share capital of the partly-owned subsidiary which is not attributable, directly or indirectly, to the Company);
and in sub-paragraphs (f) to (h) above references to amounts borrowed include references to amounts which, but for the exclusions under those sub-paragraphs, would fall to be taken into account as money borrowed.
(4) In calculating the aggregate amount of borrowings for the purposes of this article -
(i) money borrowed by any member of the Group which is denominated or repayable in a currency other than sterling shall be treated as converted into sterling -
(a) at the rate of exchange used for the conversion of that currency in the latest audited balance sheet of that member; or
(b) if no rate was so used, at the middle market rate of exchange prevailing in London at the close of business on the date of that balance sheet,
but if the amount in sterling resulting from conversion at that rate would be greater than that resulting from conversion at the middle market rate prevailing in London at the close of business on the business day immediately preceding the day on which the calculation falls to be made, the latter rate shall apply instead; and
(ii) there shall be credited against the amounts of any borrowings any amounts beneficially owned by any member of the Group which are deposited with any bank or other person not being a member of the Group and which are repayable to any member of the Group on demand or within three months of any demand, subject in the case of money deposited by a partly owned subsidiary, to the exclusion of a proportion thereof equal to the minority proportion (as defined in paragraph (3)(j) above).
(5) No debt incurred or security given in respect of money borrowed or to be taken into account as money borrowed in excess of the above limit shall be invalid or ineffectual except in the case of express notice to the lender or the recipient of the security at the time when the debt was incurred or security given that the limit hereby imposed had been or was thereby exceeded, but no lender or other person dealing with the Company shall be concerned to see or enquire whether such limit is observed.
(6) If the Latest Accounts (defined for the purposes of this paragraph in paragraph (1) above) include a balance sheet prepared in accordance with the current cost convention (a "Current Cost Balance Sheet") but do not include a balance sheet prepared in accordance with the historical cost convention (an "Historical Cost Balance Sheet"), the multiple for the purposes of paragraph (1) shall be 1.25 (one and a quarter). If the Latest Accounts include an Historical Cost Balance Sheet but do not include a Current Cost Balance Sheet, the multiple for the purposes of paragraph (1) shall be 2.5 (two and a half). If the Latest Accounts include a Current Cost Balance Sheet and an Historical Cost Balance Sheet, the accounts to be taken for the purposes of paragraph (1) and for determining the multiple under this paragraph shall be as the directors shall in their absolute discretion decide.
(7) In this article references to a consolidated balance sheet or profit and loss account are to be taken, in a case where the Company has no subsidiaries, as references to the balance sheet or profit and loss account of the Company and, in a case where the Company has subsidiaries but there are no consolidated accounts of the Group, as references to the respective balance sheets or profit and loss accounts of the companies comprising the Group and references to the audited consolidated accounts of the Group shall be construed accordingly.
(8) A certificate or report by the auditors as to the amount paid up on the share capital of the Company or the total of the capital and revenue reserves of the Group or the amount of any borrowing or to the effect that the limit imposed by this article has not been or will not be exceeded at any particular time or times or as a result of any particular transaction or transactions shall be conclusive evidence of the amount or of that fact.
79. The directors may appoint any person to any office or employment having a designation or title including the word "director" or attach to any existing office or employment with the Company such a designation or title and may terminate any such appointment or the use of any such designation or title. The inclusion of the word "director" in the designation or title of any such office or employment (other than the office of chief executive or joint chief executive or deputy or assistant chief executive director) shall not imply that the holder is a director of the Company, nor shall the holder thereby be empowered in any respect to act as, or be deemed to be, a director of the Company for any of the purposes of these articles.
DELEGATION OF DIRECTORS' POWERS
80. (1) The directors may delegate any of their powers -
(a) to any managing director or any director holding any other executive office;
(b) to any committee, consisting of such person or persons (whether directors or not) as they think fit; and
(c) to any local board or agency for managing any of the affairs of the Company either in the United Kingdom or elsewhere.
(2) Any such delegation (which may include authority to sub-delegate all or any of the powers delegated) may be subject to any conditions the directors impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject as aforesaid, the proceedings of any committee, local board or agency 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.
81. The directors may, by power of attorney or otherwise, appoint any person, whether nominated directly or indirectly by the directors, to be the agent of the Company for such purposes and with such powers and subject to such conditions as they think fit, and any such appointment may contain such provisions for the protection and convenience of persons dealing with the agent as the directors may think fit, and may also authorise the agent to sub-delegate all or any of the powers vested in him.
APPOINTMENT AND RETIREMENT OF DIRECTORS
82. At every annual general meeting, any directors -
(a) who have been appointed by the directors since the last annual general meeting, or
(b) who were not appointed or reappointed at one of the preceding two annual general meetings,
must retire from office and may offer themselves for reappointment by the members.
83. If the Company, at the meeting at which a director retires by rotation, does not fill the vacancy the retiring director shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or a resolution for the reappointment of the director is put to the meeting and lost.
84. No person other than a director retiring by rotation shall be appointed or reappointed a director at any general meeting unless -
(a) he is recommended by the directors; or
(b) not less than seven nor more than thirty-five 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 appoi-nted or reappointed.
85. 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 been first agreed to by the meeting without any vote being given against it, and 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.
86. Subject as aforesaid, the Company may by ordinary resolution appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director.
87. The directors may appoint a person who is willing to act to be a director, either to fill a casual 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. A director so appointed shall retire at the next following annual general meeting, notice of which is first given after his appointment.
88. Subject as aforesaid, a director who retires at an annual general meeting may be reappointed. If he is not reappointed or deemed to have been reappointed, he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
89. Without prejudice to the provisions of the Act, the Company may, by ordinary resolution, remove a director before the expiration of his period of office (but such removal shall be without prejudice to any claim to damages for breach of any contract of service between the director and the Company) and may, by ordinary resolution, appoint another person instead of him. A person so appointed shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last appointed or reappointed a director.
90. The office of a director shall be vacated as soon as -
(a) he ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from being a director; or
(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(c) a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; or
(d) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have; or
(e) he resigns his office by notice in writing to the Company; or
(f) in the case of a director who holds any executive office, his appointment as such is terminated or expires and the directors resolve that his office be vacated; or
(g) he is absent for more than six consecutive months without permission of the directors from meetings of the directors held during that period (whether or not an alternate director appointed by him attends) and the directors resolve that his office be vacated; or
(h) he is requested in writing by all the other directors to resign.
DIRECTORS' APPOINTMENTS AND INTERESTS
91. The directors may appoint one or more of their number to the office of managing director or to any other executive office under the Company and may enter into an agreement or arrangement with any director for his employment by the Company or for the provision of any services outside the scope of the ordinary duties of a director. Subject to the provisions of the Act, any such appointment, agreement or arrangement 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 to damages for breach of the contract of service between the director and the Company. The chairman of the board of directors and the managing director shall not be subject to retirement by rotation.
92. (1) (a) The directors may authorise any matter where any director (or former director if that former director is still subject to the statutory duty to avoid conflicts of interest) has or may have a direct or indirect interest and/or duty that conflicts or possibly may conflict with the interests and/or duties of the Company provided that:-
(i) the director concerned and any other interested director are not counted towards any requirement as to quorum; and
(ii) the matter is agreed without such director or other director voting (or would have been agreed to if their votes had not counted).
(b) For the avoidance of doubt, no authorisation is required under Article 92(1)(a) in relation to a transaction or arrangement with the Company.
(c) The authorising directors may impose any limits or conditions on their authorisation under Article 92(1)(a) at the time when such authorisation is given or subsequently as they in their discretion consider appropriate including the following:-
(i) limiting or preventing the disclosure of information to the director who has or may have the interest that is the subject of the authorisation;
(ii) limiting or preventing the attendance of such director at any board meeting or discussion; and
(iii) limiting or preventing the availability of board or briefing papers to such director
in each case to the extent the authorising directors consider appropriate to protect that director from being in breach of his statutory duty to avoid conflicts of interest.
(d) Provided he has declared to the directors the nature and extent of any interest of his, a director, notwithstanding his office and subject to Article 92(1)(a):-
(i) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
(ii) may be a director or other officer of, or employed by or otherwise interested in any body corporate promoted by the Company or in which the Company is otherwise interested; and
(iii) may be a party to, or otherwise interested in, any transaction or arrangement with any such body corporate.
(e) Such director shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. In particular a director may act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director.
(2) 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; and
(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.
DIRECTORS' GRATUITIES AND PENSIONS
93. The directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
PROCEEDINGS OF DIRECTORS
94. (1) Subject to the provisions of these articles, the directors may regulate their proceedings as they think fit.
(2) A director may, and the secretary at the request of a director shall, call a meeting of the directors. Subject to paragraph (3) of this article, it shall not be necessary to give notice of a meeting to a director who is absent from the United Kingdom. Any director may waive notice of a meeting and any such waiver may be retrospective.
(3) If a director notifies the Company in writing of an address in the United Kingdom at which notice of meetings of the directors is to be given to him when he is absent from the United Kingdom, he shall, if so absent, be entitled to have notice given to him at that address but the Company shall not be obliged by virtue of this paragraph to give any director a longer period of notice than he would have been entitled to had he been present in the United Kingdom at that address.
(4) Questions arising at a meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman shall 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 their absence.
95. No business shall be transacted at any meeting of the directors unless a quorum is present. The quorum may be fixed by the directors and unless so fixed at any other number shall be two. An alternate director who is not himself a director shall, if his appointor is not present, be counted in the quorum.
96. 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 the minimum number fixed by or in accordance with these articles or the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
97. 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 five 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.
98. All acts done by a meeting of the directors, or of a committee of the directors, or by a person acting as a director, shall notwithstanding that it may afterwards be discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.
99. (i) A resolution in writing executed by all the directors entitled to receive notice of a meeting of the directors or of a committee of the directors shall be as valid and effectual as if it had been passed at a meeting of the directors or (as the case may be) of that committee of the directors duly convened and held, and may consist of several documents in the like form each executed by one or more directors, but a resolution 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.
(ii) A meeting of the directors or of a committee of the board may consist of a conference between directors and any alternate directors who are not all in one place, but each of which is able (directly or by telephonic communications) to speak to each of the others, and to be heard by each of the others simultaneously. A director or an alternate director taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating in the conference is assembled, or, if there is no such group, where the chairman of the meeting then is. The word "meeting" in these articles shall be construed accordingly.
100. (1) Save as otherwise provided by these articles, a director shall not vote at a meeting of the directors on any resolution concerning a matter in which he has, directly or indirectly, an interest which (together with any interest of any person connected with him within the meaning of section 252 of the Act) is to his knowledge a material interest (other than an interest in shares, debentures or other securities of, or otherwise in or through, the Company), unless his interest arises only because the case falls within one or more of the following sub-paragraphs and provided that the director has duly declared his interest in accordance with the Act -
(a) the resolution relates to the giving to him of a guarantee, security, or indemnity in respect of money lent to, or an obligation incurred by him for the benefit of, the Company or any of its subsidiaries;
(b) the resolution relates to the giving to a third party of a guarantee, security, or indemnity in respect of an obligation of the Company or any of its subsidiaries for which the director has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
(c) his interest arises by virtue of his being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any shares, debentures or other securities of the Company or any of its subsidiaries for subscription, purchase or exchange;
(d) the resolution relates in any way to a retirement benefits scheme which has been approved, or is conditional upon approval, by HM Revenue & Customs for taxation purposes;
(e) the resolution relates to an arrangement for the benefit of the employees of the Company or any of its subsidiaries, including but without being limited to an employees' share scheme, which does not accord to any director as such any privilege or advantage not generally accorded to the employees to whom the arrangement relates;
(f) the resolution relates to a transaction or arrangement with any other company in which he and any persons connected with him (within the meaning of section 252 of the Act) do not to his knowledge hold any interest (as that term is used in sections 820 and 822-824 of the Act) representing one percent or more of either any class of the equity share capital or the voting rights of that company. For the purpose of this paragraph there shall be disregarded any shares held by a director as bare or custodian trustee and in which he has no beneficial interest and any shares comprised in any authorised unit trust scheme in which the director is interested only as a unit holder;
(g) the resolution relates in any way to the purchase and/or maintenance of any insurance policy pursuant to article 129 below.
(2) For the purposes of paragraph (1) of this article, and interest of any person who is for any purpose of the Act (excluding any statutory modification thereof not in force when these articles became binding on the Company) connected with a director shall be taken to be the interest of that director and, in relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.
(3) 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 by virtue of sub-paragraph (f) or paragraph (1) of this article, or otherwise under that paragraph, or for any other 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.
101. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
102. The Company may by ordinary resolution suspend or relax to any extent, either generally or 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.
103. 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.
MINUTES
104. The directors shall cause minutes to be made in books kept for the purpose -
(a) of all appointments of officers made by the directors; and
(b) of 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.
SECRETARY
105. Subject to the provisions of the Act, the secretary shall be appointed by the directors for such term, at such remuneration and on such other conditions as they think fit and any secretary so appointed may be removed by them.
THE SEAL
106. (1) 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 so determined -
(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 affixed to or printed on any such certificate by any means approved by the directors; and
(b) every other instrument to which the seal is affixed shall be signed by one director and by the secretary or another director.
(2) A document signed by a director and by the secretary or another director and expressed (in whatever form of words) to be executed by the Company shall have the same effect as if it were under seal and a document so executed which makes it clear on its face that it is intended to be a deed (in whatever form of words) has effect, upon delivery, as a deed.
DIVIDENDS
107. Subject to the provisions of the Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the directors.
108. The directors may, with the previous sanction of an ordinary resolution of the Company, offer any holders of ordinary shares the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the directors) of any dividend specified by the ordinary resolution. The following provisions shall apply -
(a) The said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed.
(b) The entitlement of each holder of ordinary shares to new ordinary shares 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 calculated by reference to the average of the middle market quotations for the Company's ordinary shares on The Stock Exchange as derived from the Daily Official List, for the day on which the ordinary shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such other manner as may be determined by or in accordance with the ordinary resolution.
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 fractions of a share shall be allotted. The directors may make such provisions as they think fit for any fractional entitlements including provisions whereby, in whole or in part, the benefit thereof accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of such member of fully paid ordinary shares and/or provisions whereby cash payments may be made to members in respect of their fractional entitlements.
(d) The directors shall, after determining the basis of allotment, notify the holders of ordinary shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which elections must be lodged in order to be effective.
(e) The directors may exclude from any offer any holders of ordinary shares where the directors believe that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them.
(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 ordinary shares in respect of which an election has been duly made ("the elected ordinary shares") and instead additional ordinary shares shall be allotted to the holders of the elected ordinary 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 fund) 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 ordinary shares to be allotted on that basis and apply it in paying up in full the appropriate number of ordinary shares for allotment and distribution to the holders of the elected ordinary shares on that basis.
(g) The additional ordinary shares when allotted shall rank pari passu in all respects with the fully paid ordinary shares then in issue except that they will not be entitled to participation in the dividend in place of which they were allotted.
(h) The directors may do all acts and things considered 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 effective and binding on all concerned.
(i) The directors may also from time to time establish or vary a procedure for election mandates, under which a holder of ordinary shares may elect in respect of future rights of election offered to that holder under this article until the election mandate is revoked in accordance with the procedure.
109. Subject to the provisions of the Act, the directors may pay interim dividends 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 arrears. 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 an interim 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 (otherwise than in advance of calls) 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, 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, an amount paid up on a share in advance of a call shall be treated, in relation to any dividend declared after the payment but before the call, as not paid up on the share.
111. 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 assets and the directors may resolve that any interim dividend resolved by them to be paid shall be so satisfied and, where any difficulty arises in regard to the distribution, the directors may settle the same and in particular may issue fractional certificates (or ignore fractions) and fix the value for distribution of any assets, and may determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the rights of members, and may vest any assets in trustees.
112. Any dividend or other money payable in respect of a share may be paid by cheque sent by post to the registered address of the person entitled or, if two or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder or otherwise by operation of law, to the registered address of that one of those persons who is first named in the register of members or to such person and to such address as the person or persons entitled may in writing direct. Every cheque shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment of the cheque shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person or persons entitled to the money represented thereby. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other money payable in respect of the share. Any such dividend or other money may also be paid by any other method (including direct debit, bank transfer and dividend warrant) which the directors consider appropriate.
113. The Company may cease to send dividend warrants and cheques by post to any person or persons entitled in any case where such warrants or cheques have been returned undelivered or left uncashed by such person or persons on at least two consecutive occasions.
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. Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the Company.
CAPITALISATION OF PROFITS AND RESERVES
116. The directors may with the authority of an ordinary resolution of the Company ‑
(a) subject as hereinafter provided, resolve to capitalise any undivided 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 which is available for distribution or standing to the credit of the Company's share premium account or capital redemption 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 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 or debentures of the Company of a nominal amount equal to that sum, and allot the 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 by ignoring fractions) or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable in fractions;
(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.
RECORD DATES
117. Notwithstanding any other provision of these articles, but without prejudice to any rights attached to any shares, the Company or the directors may fix a date as the record date by reference to which a dividend will be declared or paid or a distribution, allotment or issue made, and that date may be before, on or after the date on which the dividend, distribution, allotment or issue is declared, paid or made.
ACCOUNTS
118. No member (other than a director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by statute, by order of the court, by the directors or by ordinary resolution of the Company.
119. (1) Except as provided in paragraph 119(2) below, a printed copy of the directors' and auditors' reports accompanied by printed copies of the balance sheet and every document required by the Act to be annexed to the balance sheet and of the profit and loss account or income and expenditure account shall be delivered or sent by post to every member and holder of debentures of the Company, and to the auditors but this article shall not require a copy of those documents to be sent to any member or holder of debentures of whose address the Company is unaware or to more than one of the joint holders of any shares or debentures. If all or any of the shares in or debentures of the Company are listed or dealt in on any stock exchange, there shall at the same time be forwarded to the secretary of that stock exchange such number of copies of each of those documents as may be required by the regulations of that stock exchange.
(2) The Company may, in accordance with section 426 of the Act and any regulations made under it, send a summary financial statement to any member instead of or in addition to the documents referred to in paragraph 119(l) above.
NOTICES
120. Any notice to be given to or by any person pursuant to these articles shall be in writing, except that a notice calling a meeting of the directors need not be in writing.
121. The Company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of members in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders. A member whose registered address is not within the United Kingdom and who gives to the Company an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Company.
122. A member present either in person or by proxy, or in the case of a member which is a corporation by a duly authorised representative, 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.
123. 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.
124. Where, by reason of the suspension or curtailment of postal services within the United Kingdom, the Company is unable effectively to convene a general meeting by notice sent by post, notice of the meeting shall be sufficiently given if given by advertisement in two leading national daily newspapers published in the United Kingdom. The Company shall send a copy of the notice to members by post if at least seven clear days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.
125. Any notice to be given by the Company to the members or any of them, the manner of giving which is not provided for by these articles, shall be sufficiently given if given by advertisement in at least one leading national daily newspaper published in the United Kingdom.
126. A notice sent by post shall be deemed to have been given on the day following that on which the envelope containing the notice was posted unless it was sent by second class post or there is only one class of post in which case it shall be deemed to have been given on the day next but one after it was posted. Proof that the envelope was properly addressed, prepaid and posted shall be conclusive evidence that notice was given. A notice given by advertisement shall be deemed to have been served on the day on which the advertisement appears.
127. A notice may be given by the Company to the person entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law by sending or delivering it in any manner authorised by these articles for the giving of notice to a member addressed to that person by name, or by the title of representative of the deceased or trustee of the bankrupt or by any like description, at the address, if any, within the United Kingdom supplied for that purpose by the person claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operation of law had not occurred.
WINDING UP
128. If the Company is wound up, the liquidator may, with the sanction of a special resolution and any other sanction required by law and these articles, 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.
INDEMNITY
129. Subject to the provisions of the Act, but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability, loss or expenditure incurred by him in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to be done or alleged to have been done or omitted to be done by him as an officer or auditor of the Company and in which judgment is given in his favour or in which he is acquitted or incurred in connection with any application in which relief is granted to him by the court from liability in respect of any such act or omission or from liability to pay any amount in respect of shares acquired by a nominee of the Company. Subject to the provisions of the Act, the directors may purchase and maintain insurance at the expense of the Company for the benefit of any director or other officer or auditor of the Company against any liability which may attach to him or loss or expenditure which he may incur in relation to anything done or alleged to have been done or omitted to be done as a director, officer or auditor. The directors may authorise directors of companies within the Group to purchase and maintain insurance at the expense of the Company for the benefit of any director, other officer or auditor of such company in respect of such liability, loss or expenditure.