Diageo PlcLSE: DGE

Proposed Changes to Articles of Association

Sep 30, 2026 at 1:15 PM UTC · Issued by Diageo Plc

Watch Diageo explain itDiageo plc (DEO) Q4 2026 Earnings Call · Replay · Aug 6

PROPOSED NEW ARTICLES

DIAGEO

THE COMPANIES ACT 2006

Company limited by shares

Diageo plc

(REGISTERED 21st October 1886)

Company No 23307

Memorandum and Articles of Association

(Incorporating amendments up to and including those made at the Annual General Meeting held on [5 November 2026])

Contents Page

Exclusion of Model Articles 10
Definitions 10
Limited Liability 13
Change of Name 13
Rights Attached to Shares 13
Redeemable Shares 13
Variation of Rights 13
Matters not Constituting Variation of Rights 14
Shares 14
Payment of Commission 14
Trusts Not Recognised 14
Suspension of Rights Where Non-Disclosure of Interest 14
Uncertificated Shares 17
Right to Share Certificates 19
Replacement of Share Certificates 19
Execution of Share Certificates 19
Share Certificates Sent at Holder's Risk 19
Company's Lien on Shares Not Fully Paid 20
Enforcing Lien by Sale 20
Application of Proceeds of Sale 20
Calls 20
Timing of Calls 20
Liability of Joint Holders 21
Interest Due on Non-Payment 21
Sums Due on Allotment Treated as Calls 21
Power to Differentiate 21
Payment of Calls in Advance 21
Notice if Call or Instalment Not Paid 21
Form of Notice 22
Forfeiture for Non-Compliance with Notice 22
Notice after Forfeiture 22
Sale of Forfeited Shares 22
Arrears to be Paid Notwithstanding Forfeiture 22
Effect of Forfeiture 23
Statutory Declaration as to Forfeiture 23
Transfer 23
Signing of Transfer 23
Rights to Decline Registration of Partly Paid Shares 23
Other Rights to Decline Registration 24
No Fee for Registration 24
Renunciation of Allotment 24
Untraced Shareholders 24
Transmission on Death 26
Entry of Transmission in Register 26
Election of Person Entitled by Transmission 26
Rights of Person Entitled by Transmission 27
Sub-division 27
Fractions 27
Participation in General Meetings 27
Electronic Facilities and Satellite Meetings 28
Omission or Non-Receipt of Notice 29
Postponement of General Meetings and Changes to Arrangements 29
Quorum 30
Procedure if Quorum Not Present 30
Security, Health and Safety and Access Arrangements 30
Chair of General Meeting 31
Orderly Conduct 32
Entitlement to Attend and Speak 32
Adjournments 32
Notice of Adjournment 33
Amendments to Resolutions 33
Amendments Ruled Out of Order 33
Votes of Members 33
Method of Voting 34
Procedure if Poll Demanded 34
When Poll to be Taken 34
Continuance of Other Business after Poll Demand 35
Votes of Joint Holders 35
Voting on Behalf of Incapable Member 35
No Right to Vote where Sums Overdue on Shares 35
Objections or Errors in Voting 35
Appointment of Proxies 36
Receipt of Proxies 36
Maximum Validity of Proxy 37
Form of Proxy 37
Cancellation of Proxy's Authority 37
Board's Power to Issue Proxies 38
Separate General Meetings 38
Number of Directors 38
Directors' Shareholding Qualification 38
Power of Company to Appoint Directors 38
Power of Board to Appoint Directors 39
Annual Retirement of Directors 39
Filling Vacancies 39
Power of Removal by Special Resolution 39
Persons Eligible as Directors 39
Position of Retiring Directors 39
Vacation of Office by Directors 39
Alternate Directors 40
Chief Executive, Managing and Executive Directors 42
Directors' Fees 42
Additional Remuneration 43
Expenses and Legal Costs 43
Power to Pay Pensions and Gratuities 43
Conflicts of Interest Requiring Board Authorisation 44
Other Conflicts of Interest 45
Benefits 46
Quorum and Voting Requirements 46
General 48
General Powers of Company Vested in Board 49
Borrowing Powers 49
Agents 52
Delegation to Individual Directors 53
Branch Registers 53
Provision for Employees 54
Board Meetings 54
Notice of Board Meetings 54
Quorum 54
Directors below Minimum through Vacancies 54
Appointment of Chair 54
Competence of Meetings 55
Voting 55
Delegation to Committees 55
Participation in Meetings 55
Resolution in Writing 56
Validity of Acts of Board or Committee 56
Authentication of Documents 56
Use of Seals 57
Declaration of Dividends by Company 57
Payment of Interim and Fixed Dividends by Board 57
Calculation of Dividends 57
Currency of Dividends 58
Amounts Due on Shares may be Deducted from Dividends 58
No Interest on Dividends 58
Payment Procedure 58
Uncashed Dividends 60
Forfeiture of Unclaimed Dividends 60
Dividends not in Cash 60
Dividend Reinvestment Plans 60
Scrip Dividends 61
Power to Capitalise Reserves and Funds 62
Settlement of Difficulties in Distribution 63
Power to Choose Any Record Date 63
Inspection of Records 63
Summary Financial Statements 63
Service of Notices 64
Record Date for Service 64
Members Resident Abroad or on Branch Registers 65
Service of Notice on Person Entitled by Transmission 65
Deemed Delivery 66
Notice When Post Not Available 67
Power to Stop Sending Notices or Other Documents. 67
Presumptions Where Documents Destroyed 67
Indemnity of Directors 68

ARTICLES OF ASSOCIATION

of DIAGEO PLC

(adopted by special resolution on [5 November 2026])

Slaughter and May One Bunhill Row London EC1Y 8YY

ARTlCLES OF ASSOCIATION

of DIAGEO PLC

(adopted by special resolution on [5 November 2026])

Interpretation

Exclusion of Model Articles
No articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the articles of the company
Definitions
In these articles unless the context otherwise requires
"address" includes a number or address used for the purposes of sending or receiving documents or information by electronic means,
"approved depositary" means any custodian or other person (or a nominee for such custodian or other person) who holds or is interested in shares of the company (or rights or interests in shares of the company) and issues securities, documents of title or documents otherwise evidencing the entitlement of the holder thereof to or to receive such shares, rights or interests, provided and to the extent that such arrangements have been contractually agreed with the company or otherwise approved by the board, in each case for the purpose of these articles, and including (without limitation):
1. the trustees (acting in their capacity as such) of any employees' share scheme established by the company or any other scheme or arrangement principally for the benefit of employees of the company and/or any of its subsidiary undertakings, which has been approved by the company in general meeting;
2. the managers (acting in their capacity as such) of any investment or savings plan which the board has approved; and
3. members holding shares of the company within CREST on behalf of the beneficial owners of such shares;
  "these articles" means these articles of association as altered from time to time and the expression "this article" shall be construed accordingly;
  "the auditors" means the auditors from time to time of the company or, in the case of joint auditors any one of them;
  "the board" means the board of directors from time to time of the company or the directors present at a meeting of the directors at which a quorum is present;
  "certificated share" means a share which is not an uncertificated share and references in these articles to a share being held in certificated form shall be construed accordingly;
  "clear days" in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
  "the Companies Acts" means every statute (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies in so far as it applies to the company;
  "electronic facility" includes (without limitation) website addresses and conference call systems and any device, system, procedure, method or other facility providing a telephonic or electronic means of attendance at and/or participation in a general meeting of the company decided by the board under these articles, whether specified in the notice of that meeting or as otherwise applying in respect of that meeting;
  "the holder" in relation to any shares means the person whose name is entered in the register as the holder of those shares;
  "the office" means the registered office from time to time of the company;
  "paid up" means paid up or credited as paid up;
  "participating class" means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;
  "person entitled by transmission" means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register;
  "the register" means the register of members of the company;
  "seal" means any common or official seal that the company may be permitted to have under the Companies Acts;
  "the secretary" means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the company and includes an assistant or deputy secretary and any person appointed by the board to perform any of the duties of the secretary;
  "the uncertificated securities rules" means any provision of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision;
  "uncertificated share" means a share of a class which is at the relevant time a participating class title to which is recorded on the register as being held in uncertificated form and references in these articles to a share being held in uncertificated form shall be construed accordingly;
  "United Kingdom" means Great Britain and Northern Ireland;
  references to a document being "signed" or to "signature" include references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts;
  references to "writing" include references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise and "written" shall be construed accordingly;
  words or expressions to which a particular meaning is given by the Companies Acts in force when these articles or any part of these articles are adopted bear (if not inconsistent with the subject matter or context) the same meaning in these articles or that part (as the case may be) save that the word "company" shall include any body corporate; and
  references to a "meeting":
  1. refer to a meeting convened and held in any manner permitted by these articles, including a general meeting of the company at which any of those entitled to be present attend and participate by means of an electronic facility and/or attend and participate at a satellite meeting, and such persons shall be deemed to be present at that meeting for all purposes of the Companies Acts and these articles and "attend", "attending", "attendance", "participate", "participating" and "participation" shall be construed accordingly; and
  2. shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
    Headings are included only for convenience and shall not affect meaning. In these articles:
    1. powers of delegation shall not be restrictively construed, but the widest interpretation shall be given to them;
    2. the word board in the context of the exercise of any power contained in these articles includes any committee consisting of one or more directors, any director, any other officer of the company and any local or divisional board, manager or agent of the company, to which or to whom the power in question has been delegated by the board of directors from time to time of the company or otherwise in accordance with these articles;
    3. no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and
    4. except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other person who is for the time being authorised to exercise it.
Limited Liability
The liability of members of the company is limited to the amount, if any, unpaid on the shares in the company held by them.
Change of Name
The company may change its name by resolution of the board.
Share Capital
Rights Attached to Shares
Subject to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the board may decide. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these articles.
Redeemable Shares
Subject to any rights attached to existing shares, any share may be issued which is to be redeemed, or is liable to be redeemed at the option of the company or the holder. The board may determine the terms, conditions and manner of redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these articles.
Variation of Rights
Subject to the provisions of the Companies Acts, all or any of the rights attached to any existing class of shares may from time to time (whether or not the company is being wound up) be varied in such manner as those rights may provide or (if no such provision is made) either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. All the provisions of these articles as to general meetings of the company shall, with any necessary modifications, apply to any such separate general meeting, but so that the necessary quorum shall be two persons entitled to vote and holding or representing by proxy not less than one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares), (but so that at any adjourned meeting one holder entitled to vote and present in person or by proxy (whatever the number of shares held by them) shall be a quorum), and that any holder of shares of the class present in person or by proxy and entitled
to vote may demand a poll. The foregoing provisions of this article shall apply to the variation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class and their special rights were to be varied.
Matters not Constituting Variation of Rights
The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with, or subsequent to, them or by the purchase or redemption by the company of any of its own shares or any other return of capital on any other class of shares of the company.
Shares
Subject to the provisions of these articles and to any resolution passed by the company and without prejudice to any rights attached to existing shares, the board may offer, reclassify, allot, grant options over or otherwise deal with or dispose of shares in the company to such persons, at such times and for such consideration and upon such terms as the board may decide.
Payment of Commission
The company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash, or by the allotment of fully or partly-paid shares or other securities or partly in one way and partly in the other.
Trusts Not Recognised
Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the company as holding any share upon any trust and the company shall not be bound by or required in any way to recognise (even when having notice of it) any interest in any share or (except only as by these articles or by law otherwise provided) any other right in respect of any share other than an absolute right to the whole of the share in the holder.
Suspension of Rights Where Non-Disclosure of Interest
1. Where the holder of any shares in the company, or any other person appearing to be interested in those shares, fails to comply within the relevant period with any statutory notice in respect of those shares or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, the company may give the holder of those shares a further notice (a "restriction notice") to the effect that from the service of the restriction notice those shares will be subject to some or all of the relevant restrictions, and from service of the restriction notice those shares shall, notwithstanding any other provision of these articles, be subject to those relevant restrictions accordingly. For the purpose of enforcing the relevant restriction referred to in sub paragraph (iii) of the definition of "relevant restrictions" set out in article 12(J), the board may give notice to the relevant member requiring the member to change the relevant shares held in uncertificated form to certificated form by the time stated in the notice and to keep them in certificated form for as long as the board requires. The
  notice may also state that the member may not change any of the relevant shares held in certificated form to uncertificated form. If the member does not comply with the notice, the board may authorise any person to instruct the Operator to change the relevant shares held in uncertificated form to certificated form.
2. If after the service of a restriction notice in respect of any shares the board is satisfied that all information required by any statutory notice relating to those shares or any of them from their holder or any other person appearing to be interested in the shares the subject of the restriction notice has been supplied, the company shall, within seven days, cancel the restriction notice. The company may at any time at its discretion cancel any restriction notice or exclude any shares from it. The company shall cancel a restriction notice within seven days after receipt of a notice in writing that the relevant shares have been transferred pursuant to an arm's length sale.
3. Where any restriction notice is cancelled or ceases to have effect in relation to any shares, any moneys relating to those shares which were withheld by reason of that notice shall be paid without interest to the person who would but for the notice have been entitled to them or as they may direct.
4. Any new shares in the company issued in right of any shares subject to a restriction notice shall also be subject to the restriction notice, and the board may make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the restriction notice when such shares are issued.
5. Any holder of shares on whom a restriction notice has been served may at any time request the company to give in writing the reason why the restriction notice has been served, or why it remains uncancelled, and within 14 days of receipt of such a notice the company shall give that information accordingly.
6. If a statutory notice is given by the company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the failure or omission to do so or the non-receipt of the copy by the holder shall not invalidate such notice.
7. Where shares subject to a restriction notice, in which a person appears to be interested, are held by an approved depository, the provisions of this article 12 shall be treated as applying only to those shares held by the approved depository in which such person appears to be interested and not to any other shares held by the approved depository.
8. Where the member on which a statutory notice is served is an approved depository acting in its capacity as such, the disclosure obligations of the approved depository as a member of the company for the purposes of that statutory notice shall be limited to disclosing to the company such information relating to any person appearing to be interested in the shares held by the approved depository as has been recorded by the approved depository pursuant to arrangements entered into with the company or approved by the board and pursuant to which the approved depository was appointed.
9. This article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the company arising from any failure by any person to give any information required by a statutory notice within the time specified in it. For the purpose of this article a statutory notice need not specify the relevant period, and may require any information to be given before the expiry of the relevant period.
10. In this article:
  a sale is an "arm's length sale" if the board is satisfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares;
  "person appearing to be interested" in any shares shall mean any person named in a response to a statutory notice or otherwise notified to the company by a member as being so interested or shown in any register or record kept by the company under the Companies Acts as so interested or, taking into account a response or failure to respond in the light of the response to any other statutory notice and any other relevant information in the possession of the company, any person whom the company knows or has reasonable cause to believe is or may be so interested;
  "person with a 0.25 per cent. interest" means a person who holds, or is shown in any register or record kept by the company under the Companies Acts as having an interest in, shares in the company which comprise in total at least
  0.25 per cent. in number or nominal value of the shares of the company (calculated exclusive of any shares held as treasury shares), or of any class of such shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the date of service of the restriction notice;
  "relevant period" means a period of 14 days following service of a statutory notice;
  "relevant restrictions" mean in the case of a restriction notice served on a person with a 0.25 per cent. interest that:-
  1. the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings;
  2. the board may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be entitled to receive shares in lieu of dividend;
  3. the board may decline to register a transfer of any of the shares which are certificated shares, unless such a transfer is pursuant to an arm's length sale,
and in any other case mean only the restriction specified in sub paragraph (i) of this definition; and
"statutory notice" means a notice served by the company under the Companies Acts requiring particulars of interests in shares or of the identity of persons interested in shares.
Uncertificated Shares
1. Pursuant and subject to the uncertificated securities rules, the board may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The board may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the board no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system.
2. In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with:
  1. the holding of shares of that class in uncertificated form;
  2. the transfer of title to shares of that class by means of a relevant system;
  3. any provision of the uncertificated securities rules; and
  4. the exercise of any powers or functions by the company or the effecting by the company of any actions by means of a relevant system,
    and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form.
3. Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules.
4. If, under these articles or the Companies Acts, the company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these articles and the Companies Acts, such entitlement shall include the right of the board to:
  1. require the holder of that uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the board requires;
  2. appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such shares as may be required to effect the transfer of such shares and such steps shall be as effective as if they had been taken by the registered holder of that share; and
  3. take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.
5. Unless the board otherwise determines, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form. However, shares held in uncertificated form shall not be treated as forming a class which is separate from certificated shares with the same rights.
6. Unless the board otherwise determines or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.
7. The company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the company in reliance on such assumption; in particular, any provision of these articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).
Right to Share Certificates
Every person (except a person to whom the company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within the time limits prescribed by the Companies Acts (or, if earlier, within any prescribed time limit or within a time specified when the shares were issued) one certificate for all those shares of any one class. In the case of a certificated share held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who transfers some but not all of the shares comprised in a certificate shall be entitled to a certificate for the balance without charge (to the extent the balance is to be held in certificated form). If a member requires additional certificates they shall pay for each additional certificate (other than a certificate issued pursuant to article 15) such reasonable sum (if any) as the board may determine.
Replacement of Share Certificates
If a share certificate is defaced, worn out, lost or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity as the board may decide and, where it is defaced or worn out, after delivery of the old certificate to the company. Any two or more certificates representing shares of any one class held by any member shall at their request be cancelled and a single new certificate for such shares issued in lieu. Any certificate representing shares of any one class held by any member may at their request be cancelled and two or more certificates for such shares may be issued instead. The board may require the payment of any exceptional out-of-pocket expenses of the company incurred in connection with the issue of any certificates under this article (including, without limiting the generality of the foregoing, any expenses incurred in the investigation of such request and in the preparation and execution of any such indemnity). Any one of two or more joint holders may request replacement certificates under this article.
Execution of Share Certificates
Every share certificate shall be executed under a seal or in such other manner as the board, having regard to the terms of issue and any listing requirements, may authorise and shall specify the number and class of the shares to which it relates and the amount or respective amounts paid up on the shares. The board may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person.
Share Certificates Sent at Holder's Risk
Every share certificate sent in accordance with these articles will be sent at the risk of the member or other person entitled to the certificate. The company will not be responsible for any share certificate lost or delayed in the course of delivery.
Lien
Company's Lien on Shares Not Fully Paid
The company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the company (whether presently or not) in respect of that share. The company's lien on a share shall extend to every amount payable in respect of it. The board may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article.
Enforcing Lien by Sale
The company may sell, in such manner as the board may decide, any share on which the company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale the board may authorise some person to sign an instrument of transfer of the share sold 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 their title to the share be affected by any irregularity or invalidity in relation to the sale.
Application of Proceeds of Sale
The net proceeds, after payment of the costs, of the sale by the company of any share on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale and upon surrender, if required by the company, for cancellation of the certificate for the share sold) be paid to the person who was entitled to the share at the time of the sale.
Calls on Shares
Calls
Subject to the terms of issue, the board may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of issue, and each member shall (subject to the company serving upon the member at least 14 clear days' notice specifying when and where payment is to be made) pay to the company as required by the notice the amount called on their shares. A call may be made payable by instalments. A call may be revoked or postponed, in whole or in part, as the board may decide. A person upon whom a call is made shall remain liable jointly and severally with the successors in title to their shares for all calls made upon them notwithstanding the subsequent transfer of the shares in respect of which the call was made.
Timing of Calls
A call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed.
Liability of Joint Holders
The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
Interest Due on Non-Payment
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay all costs, charges and expenses that the company may have incurred by reason of such non-payment together with interest on the amount unpaid from the day it is due and payable to the time of actual payment at the rate fixed by the terms of the allotment of the share or in the notice of the call or, if no rate is so fixed, at such rate, not exceeding 20 per cent. per annum (compounded on a six monthly basis), as the board may decide, but the board shall be at liberty in any case or cases to waive payment of any sum due under this article, wholly or in part.
Sums Due on Allotment Treated as Calls
Any amount which becomes payable in respect of a share on allotment or on any other date fixed by or in accordance with the terms of issue, whether in respect of the nominal amount of the share or by way of premium or as an instalment of a call, shall be deemed to be a call and, if it is not paid, all the provisions of these articles shall apply as if the sum had become due and payable by virtue of a call.
Power to Differentiate
The board may on or before the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.
Payment of Calls in Advance
The board may, if it thinks fit, receive from any member who is willing to advance them all or any part of the moneys uncalled and unpaid upon any shares held by them and on all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate, not exceeding (unless the company by ordinary resolution shall otherwise direct) 20 per cent. per annum, as the board may decide. The board may at any time repay the amount so advanced on giving such member not less than three months' notice in writing of its intention to do so, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.
Forfeiture of Shares
Notice if Call or Instalment Not Paid
If the whole or any part of any call or instalment of a call remains unpaid on any share after the day appointed for payment, the board may at any time serve a notice on the holder requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and any expenses incurred by the company by reason of such non-payment.
Form of Notice
The notice shall name a further day (not being less than 14 clear days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed, the shares in respect of which the call has been made or instalment is payable will be liable to be forfeited.
Forfeiture for Non-Compliance with Notice
If the notice is not complied with, any share in respect of which it was given may, at any time before payment of all calls or instalments and interest and expenses due in respect of it has been made, be forfeited by (and with effect from the passing of) a resolution of the board to that effect and the forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares and not paid before the forfeiture. Unless the board otherwise decides, no holder of such a share is entitled to be present or vote (whether in person or by proxy) at any meeting, on a show of hands or on a poll, or to demand a poll or exercise any other right as a member. The board may accept the surrender of any share liable to be forfeited and, in that event, references in these articles to forfeiture shall include surrender.
Notice after Forfeiture
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share (or on any person entitled to the share by transmission) and an entry of the forfeiture or surrender, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be invalidated by any omission or neglect to give such notice or make such entry.
Sale of Forfeited Shares
Until cancelled in accordance with the requirements of the Companies Acts, a forfeited share shall be deemed to be the property of the company and may be sold or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person upon such terms and in such manner as the board shall decide. The board may for the purposes of the disposal authorise some person to sign an instrument of transfer to the designated transferee. The company may receive the consideration (if any) given for the share on its disposal. At any time before a sale or disposition the forfeiture may be cancelled by the board on such terms as the board may decide.
Arrears to be Paid Notwithstanding Forfeiture
A person 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 forfeited shares but shall remain liable to pay to the company all moneys which at the date of the forfeiture were payable by that person to the company in respect of those shares with interest thereon at the rate of 20 per cent. per annum (or such lower rate as the board may decide) from the date of forfeiture until payment, and the company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any consideration received on their disposal.
Effect of Forfeiture
The forfeiture of a share shall (subject to the Companies Acts and unless otherwise provided by these articles) involve the extinction from the time of forfeiture of all interest in, and all claims and demands against the company in respect of, the share and all other rights and liabilities incidental to the share as between the holder and the company.
Statutory Declaration as to Forfeiture
A statutory declaration that the declarant is a director of the company or the secretary and that a share has been forfeited (or sold to satisfy a lien of the company) 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. The declaration shall (subject to the signing of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money (if any) nor shall their title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale or disposal.
Transfer of Shares
Transfer
1. Subject to such of the restrictions of these articles as may be applicable:
  1. any member may transfer all or any of their uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and
  2. any member may transfer all or any of their certificated shares by an instrument of transfer in any usual form or in any other form which the board may approve.
2. The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the register in respect of it.
Signing of Transfer
The instrument of transfer of a certificated share shall be signed by or on behalf of the transferor and (in the case of a partly paid share) the transferee. All instruments of transfer, when registered, may be retained by the company.
Rights to Decline Registration of Partly Paid Shares
The board can decline to register any transfer of any share which is not a fully paid share.
Other Rights to Decline Registration
1. Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.
2. The board may decline to register any transfer of a certificated share unless:
  1. the instrument of transfer is duly stamped or duly certified or otherwise shown to the satisfaction of the board to be exempt from stamp duty and is left at the office or such other place as the board may from time to time determine accompanied (save in the case of a transfer by a person to whom the company is not required by law to issue a certificate and to whom a certificate has not been issued) by the certificate for the share to which it relates and such other evidence as the board may reasonably require to show the right of the person signing the instrument of transfer to make the transfer and, if the instrument of transfer is signed by some other person on the transferor's behalf, the authority of that person so to do;
  2. the instrument of transfer is in respect of only one class of share; and
  3. in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.
3. For all purposes of these articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in favour of some other person shall be deemed to be a transfer and the board shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer.
No Fee for Registration
No fee shall be charged by the company for registering any transfer, document or instruction relating to or affecting the title to any share or for making any other entry in the register.
Renunciation of Allotment
The board may, at any time after the allotment of any share but before any person has been entered in the register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the board may decide.
Untraced Shareholders
1. The company may sell any certificated shares in the company on behalf of the holder of, or person entitled by transmission to, the shares at the best price reasonably obtainable at the time of sale if:
  1. the shares have been in issue either in certificated or uncertificated form throughout the qualifying period and at least three cash dividends have become payable on the shares during the qualifying period;
  2. no cash dividend payable on the shares has been cashed or otherwise satisfied by the transfer of funds to a bank account designated by the holder of, or person entitled by transmission to, the shares or by the transfer of funds by means of a relevant system at any time during the relevant period;
  3. so far as any director of the company at the end of the relevant period is then aware, the company has not at any time during the relevant period and for the three months after sending the notice referred to in sub-paragraph (iv) below received any communication from the holder of, or person entitled by transmission to, the shares; and
  4. after the qualifying period, the company has sent a notice to that person's last known address or the address at which service or supply of notices, documents or other information may be effected under these articles, giving notice of its intention to sell the shares and a period of three months has elapsed from the date such notice was despatched. Before sending such notice, the company must have used such efforts as it considers reasonable to trace the relevant holder or person entitled by transmission.
    For the purpose of this article:
    "the qualifying period" means the period of 6 years immediately preceding the date of sending of the notice referred to in sub-paragraph (iv) above; and
    "the relevant period" means the period beginning at the commencement of the qualifying period and ending on the date when all the requirements of sub-paragraphs (i) to (iv) above have been satisfied.
2. The company shall also be entitled to sell at the best price reasonably obtainable at the time of sale any additional certificated shares in the company issued either in certificated or uncertificated form in respect of any share to which paragraph (A) of this article applies (or in respect of any share so issued), if the criteria in paragraph (A)(iii) and (A)(iv) are satisfied in relation to the additional shares, but as if the words "at the relevant period and" and "the relevant period and for" were omitted from paragraph (A)(iii) and the words "after the qualifying period" were omitted from paragraph (A)(iv), and no dividend has been cashed on these shares or otherwise satisfied by the transfer of funds to a bank account or by means of a relevant system.
3. To give effect to any sale of shares pursuant to this article the board may authorise some person to transfer the shares in question and an instrument of transfer signed by that person shall be as effective as if it had been signed by the holder of, or person entitled by transmission to, the shares. The purchaser shall not be bound to see to the application of the purchase moneys nor shall their title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
4. The net proceeds of any sale shall immediately be forfeited by the former holder of, or person who was entitled by transmission to, the shares and will immediately belong to the company upon their receipt. The company will not be liable in any respect, and will not be required to account, for any part of the net proceeds to the former holder of, or person who was entitled by transmission to, such shares.
5. If the company sells any shares pursuant to this article, any dividend or other sum that has not been cashed or claimed in respect of those shares and that has not already been forfeited under these articles shall be immediately forfeited by the former holder of, or person who was entitled by transmission to, such shares, and will immediately belong to the company when the shares are sold.
6. The company may use the net proceeds of any sale, as well as any dividends or other sums, in each case, that have been forfeited pursuant to this article, in its discretion as the board thinks fit.
Transmission of Shares
Transmission on Death
If a member dies, the survivor or survivors, where the member was a joint holder, and their personal representatives, where the member was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the company as having any title to their shares; but nothing contained in these articles shall release the estate of a deceased holder from any liability in respect of any share held by the deceased holder solely or jointly with other persons.
Entry of Transmission in Register
Where the entitlement of a person to a certificated share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the board, the board shall within two months after proof cause the entitlement of that person to be noted in the register.
Election of Person Entitled by Transmission
Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by them registered as the holder. If the entitled person elects to be registered themself they shall give notice to the company to that effect. If the entitled person elects to have another person registered and the share is a certificated share, they shall sign an instrument of transfer of the share to that person. If the entitled person elects to have themself or another person registered and the share is an uncertificated share, the entitled person shall take any action the board may require (including, without limitation, the signing of any document and the giving of any instruction by means of a relevant system) to enable themself or that person to be registered as the holder of the share. The board may at any time require the entitled person to elect either to be registered themself or to transfer the share and if the requirements are not complied with within 60 days of being issued the board may withhold payment of all dividends and other moneys payable in respect of the share until the requirements have been complied with. Any such withholding by the board shall not constitute the company as trustee in respect of such dividend or other
moneys. All the provisions of these articles relating to the transfer of, and registration of transfers of, shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or signed by the member.
Rights of Person Entitled by Transmission
Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share shall cease, but the person entitled by transmission to the share may give a good discharge for any dividends or other moneys payable in respect of it and shall have the same rights in relation to the share as they would have had if they were the holder of it save that, until they become the holder, they shall not be entitled in respect of the share (except with the authority of the board) to receive notice of, or to attend or vote at, any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings.
Alteration of Share Capital
Sub-division
Any resolution authorising the company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference, advantage or deferred or other right or be subject to any restriction as compared with the others.
Fractions
Whenever as a result of a consolidation, consolidation and sub-division or sub-division of shares any holders would become entitled to fractions of a share, the board may deal with the fractions as it thinks fit, including by aggregating and selling them or by dealing with them in some other way. For the purposes of effecting any such sale, the board may arrange for the shares representing the fractions to be entered in the register as certificated shares. The board may sell shares representing fractions to any person including, the company and may authorise some person to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. The person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase money nor shall their title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale.
Participation in General Meetings
Participation in General Meetings
1. The board may make any arrangements it decides fit to allow those entitled to do so to attend and participate in any general meeting.
2. Unless the notice of meeting says otherwise or the chair of the meeting decides otherwise, a general meeting will be treated as taking place where the chair of the meeting is at the time of the meeting.
3. Two or more persons who may not be in the same place as each other attend and participate in a general meeting if they are able to exercise their rights to speak and vote at that meeting. A person is able to exercise the right to speak at a general meeting if that person can communicate to all those attending the meeting while the meeting is taking place. A person is able to exercise the right to vote at a general meeting if that person can vote on resolutions put to the meeting (or, in relation to a poll, can vote within the required time frame) and that person's vote can be taken into account in deciding whether or not such resolutions are passed alongside the votes of others attending the meeting.
4. When deciding whether a person is attending or participating in a meeting other than at a physical place, it is immaterial where that person is or how that person is able to communicate with others who are attending and participating.
5. Where holders of, and persons entitled by transmission to, shares can participate at a general meeting by means of an electronic facility, any document required to be on display or available for inspection will be made available for the required period in electronic form to those persons entitled to inspect it and this will satisfy any such requirement.
Electronic Facilities and Satellite Meetings
1. The board may decide to let persons entitled to attend and participate in a general meeting do so by simultaneous attendance and participation by means of one or more electronic facilities. Shareholders present in person or by proxy by means of any such electronic facility will be counted in the quorum for, and entitled to participate in, the general meeting.
2. The board may also decide to let persons entitled to attend and participate in a general meeting do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world (referred to in these articles as a satellite meeting). Shareholders present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to participate in, the general meeting. The satellite meeting will be treated as taking place where the chair of the meeting is at the time of the meeting and the powers of the chair will apply to the satellite meeting. The board may appoint a person (a satellite chair) to preside at each satellite meeting. Each satellite chair will act on instructions from the chair of the meeting and may also take such action as the satellite chair considers necessary to maintain the proper and orderly conduct of the satellite meeting and shall have all powers necessary or desirable for such purposes.
3. Any general meeting at which electronic facilities are available and any satellite meeting will be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities have been made available to enable all members attending the meeting by whatever means and at all the meeting places to participate in the business for which the meeting has been called.
4. All persons seeking to attend and participate in a general meeting by way of electronic facility are responsible for maintaining adequate facilities to enable them to do so.
  Subject to the right of the chair to adjourn a general meeting under these articles, any inability of a person to attend or participate in a general meeting by means of electronic facility, or any interruption to a person being so able, shall not invalidate the proceedings of that meeting.
5. Nothing in these articles authorises or allows a general meeting to be held exclusively via electronic facilities.
Notice of General Meetings
Omission or Non-Receipt of Notice
1. The accidental omission to give any notice of a meeting or the accidental omission to send or supply any notice, document or other information relating to any meeting to, or the non-receipt (even if the company becomes aware of such failure to send or supply or non-receipt) of any such notice, document or other information by, any person entitled to receive the notice, document or other information shall not invalidate the proceedings at that meeting.
2. A member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of that meeting.
Postponement of General Meetings and Changes to Arrangements
If the board, in its absolute discretion, considers that it is impractical or undesirable for any reason to hold a general meeting, whether generally or on the date or at the time or place (or places, in the case of a satellite meeting) specified in the notice calling the general meeting (or as subsequently applying) or by means of any electronic facility stated in that notice or otherwise being made available for that meeting, or if the board (in its absolute discretion) otherwise considers it appropriate to alter arrangements for the general meeting (as originally specified or subsequently applying), it may postpone or move the general meeting either sine die or to another date, time and/or place (or places in the case of a satellite meeting) and/or change, cancel or introduce any electronic facility or make other alterations in respect of the general meeting (or do any of these things). The board shall take reasonable steps to ensure that notice of the date, time and place of any rearranged meeting (or places, in the case of a satellite meeting) and details of any electronic facility arrangements is given to any members trying to attend the meeting at the original time and place, which may include publicising such details on the company's website and/or by means of a stock exchange announcement, which together shall be deemed to constitute reasonable steps and due notice for the purposes of this article. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these articles not less than 48 hours before the time appointed for holding the rearranged meeting. The board may also postpone, move, alter or make other arrangements in respect of the rearranged meeting under this article.
Proceedings at General Meetings
Quorum
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chair of the meeting which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, two members present in person or by proxy and entitled to vote shall be a quorum for all purposes.
Procedure if Quorum Not Present
If within five minutes (or such longer time not exceeding one hour as the chair of the meeting may decide to wait) after the time appointed for the commencement of the meeting a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting:
1. if convened by or upon the requisition of members, shall be dissolved; and
2. in any other case, it shall stand adjourned to such other day (being not less than ten days later, excluding the day on which the meeting is adjourned and the day for which it is reconvened) and at such other time or place or places and with such means of attendance and participation as the chair of the meeting may decide. At any adjourned meeting one member present in person or by proxy and entitled to vote (whatever the number of shares held by the member) shall be a quorum and any notice of an adjourned meeting shall state that one member present in person or by proxy and entitled to vote (whatever the number of shares held by the member) shall be a quorum.
Security, Health and Safety and Access Arrangements
1. The board may, for the purpose of controlling the level of attendance and ensuring the safety of those attending at any place specified for the holding of a general meeting, from time to time make (and vary) such arrangements as the board may in its absolute discretion decide. The entitlement of any member or proxy to attend a general meeting at any such place shall be subject to any such arrangements.
2. Without prejudice to the generality of (A) above, the board may:
  1. direct that the meeting shall be held at a place specified in the notice at which the chair of the meeting shall preside (the "principal place"); and
  2. make arrangements to establish a satellite meeting place as provided in article 50 for members otherwise entitled to attend the general meeting but excluded from the principal place under the provisions of this article ("excluded members") (or who wish to attend at any such other places) provided that, to the extent required by law, the requirements of article 50(C) are met.
    Such arrangements for simultaneous attendance may include arrangements for controlling the level of attendance in any manner at any of such other places, provided that they shall operate so that each excluded member is able to attend at one of such
    other places. For the purposes of all other provisions of these articles any such meeting shall be treated as being held and taking place at the principal place.
3. The directors or the secretary may also direct that persons wishing to attend any general meeting should submit or be subject to such searches or other security arrangements or restrictions (including relating to health or safety) or any other arrangements, in each case as the directors or the secretary shall consider appropriate in the circumstances and the directors or the secretary shall be entitled in their absolute discretion to, or to authorise some one or more persons to, refuse physical or electronic entry to, or to eject (physically or electronically) from, such general meeting any person who fails to submit to such checks or searches or otherwise to comply with any such arrangements or restrictions. The notice of meeting does not have to give details of any such arrangements or restrictions imposed under this article and the presence of such arrangements or restrictions shall not invalidate the business conducted at the meeting.
4. Where a general meeting is held partly by means of an electronic facility, the board or the secretary may make any arrangement and impose any requirement or restriction that is necessary to ensure the identification of those taking part by this means and the security of the electronic facility.
Chair of General Meeting
1. The chair (if any) of the board or, in the absence of the chair, the deputy chair (if any) shall preside as chair at every general meeting. If more than one deputy chair is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chair who has been in office as a director longest shall take the chair.
2. If:
  1. there is no chair or deputy chair; or
  2. at any meeting neither the chair nor any deputy chair is present within five minutes after the time appointed for the commencement of the meeting; or
  3. neither the chair nor any deputy chair is capable or willing to act as chair,
    then the senior non-executive director of the company shall act as chair of the meeting or (if the senior non-executive director is absent, incapacitated or unwilling to act) the directors present shall choose one of their number to act, or if one director only is present, that director shall preside as chair of the meeting if willing to act.
3. If no director is present at a general meeting, or if each of the directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chair of the meeting.
4. Nothing in these articles shall restrict or exclude any of the powers or rights of a chair of a meeting which are given by law. A chair selected pursuant to this article 56 will remain chair for the duration of the relevant meeting unless such person:
  1. voluntarily relinquishes such role; or
  2. is participating in the meeting electronically and becomes disconnected from the meeting for any period of time,
    in which case this article 56 shall apply, mutatis mutandis, to the selection of a replacement chair of the meeting.
5. If the board shall at any time have appointed joint chairs, each joint chair shall preside as chair at alternate general meetings of the company, unless the joint chairmen shall otherwise agree between them.
6. The chair of a general meeting may nominate any director present at the meeting to propose any resolution or otherwise facilitate the conduct of any business concerning the chair themself.
Orderly Conduct
The chair of the meeting shall be entitled to, and shall take such action or give directions for such action to be taken as they think fit (including to eject (physically or electronically) any person from any meeting) to promote the orderly conduct of the business of the meeting, the appropriate behaviour (including use of language) of persons attending the meeting, the proportionate discussion of any item of business of the meeting and the maintenance of good order generally. The chair's decision on any such matters, points of order, matters of procedure or matters arising incidentally from the business of the meeting shall be final as shall be their determination as to whether any point or matter is of such a nature.
Entitlement to Attend and Speak
1. Each director shall be entitled to attend and speak at any general meeting of the company. The chair of the meeting may invite any person to attend and speak at any general meeting of the company where they consider that this will assist in the deliberations of the meeting.
2. All persons seeking to attend and participate in a general meeting by way of electronic facility are responsible for maintaining adequate facilities to enable them to do so. Subject to the right of the chair to adjourn a general meeting under these articles, any inability of a person to attend or participate in a general meeting by means of electronic facility shall not invalidate the proceedings of that meeting.
Adjournments
The chair of the meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place (or places, in the case of a satellite meeting) and with such means of attendance and participation as the chair decides, where it appears that (a) the members entitled to vote and wishing to attend cannot be conveniently accommodated in the place (or places, in the case of a satellite meeting) appointed for the meeting, (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business, (c) an adjournment is otherwise necessary so that the business of the meeting may be
properly conducted, or (d) the facilities or security at the place of the meeting (or places, in the case of a satellite meeting) or any electronic facility provided for the meeting have become inadequate or are otherwise not sufficient to allow the meeting to be conducted as intended. In addition, the chair of the meeting may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place (or places, in the case of a satellite meeting). When a meeting is adjourned sine die the time and place (or places, in the case of a satellite meeting) and the means of attendance and participation for the adjourned meeting shall be fixed by the board. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. Any meeting may be adjourned more than once.
Notice of Adjournment
If the continuation of an adjourned meeting is to take place three months or more after it was adjourned, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in this article, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.
Amendments
Amendments to Resolutions
In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon and in the case of a resolution duly proposed as an ordinary resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least two working days prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been received by the company at the office or the chair of the meeting in their absolute discretion decides that it may be considered or voted upon. With the consent of the chair of the meeting, an amendment may be withdrawn by its proposer before it is put to the vote.
Amendments Ruled Out of Order
If an amendment shall be proposed to any resolution under consideration but shall be ruled out of order by the chair of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.
Voting
Votes of Members
Subject to any special terms as to voting upon which any shares may be issued or may at the relevant time be held and to any other provisions of these articles, members shall be entitled to vote at a general meeting whether on a show of hands or on a poll as provided in the Companies Acts. For this purpose, where a proxy is given discretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevant member to vote in the way in which the proxy elects to exercise that discretion.
Method of Voting
A resolution put to the vote at a general meeting held partly by means of an electronic facility will, unless the chair directs that it shall be decided on a show of hands, be decided on a poll, which poll votes may be cast by such electronic means as the board decides are appropriate. Any such poll will be treated as having been validly demanded at the time fixed for the holding of the meeting. Subject to this, at any general meeting a resolution put to the vote of the 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 demanded. A poll may be demanded by:
1. the chair of the meeting; or
2. at least five members present in person or by proxy and entitled to vote on the resolution; or
3. any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all the members having the right to vote on the resolution; or
4. any member or members present in person or by proxy and holding shares conferring a right to vote on the resolution on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
  The chair of the meeting can also demand a poll before a resolution is put to the vote on a show of hands.
  Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chair of the meeting that a resolution on a show of hands has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.
Procedure if Poll Demanded
If a poll is properly demanded it shall be taken in such manner as the chair of the meeting shall direct. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
When Poll to be Taken
No poll may be demanded on the election of the chair of a meeting. On a question of adjournment of any meeting, a poll may only be demanded by the chair of the meeting and it shall be taken immediately. A poll duly demanded on any other question shall be taken in such manner and either forthwith or on such date (being not later than 28 days after the date of the demand) and at such time and place or places and by means of such attendance and participation as the chair of the meeting shall direct. It shall not be necessary (unless the chair of the meeting otherwise directs) for notice to be given of a poll.
Continuance of Other Business after Poll Demand
The demand for a poll (other than a demand by the chair on a question of adjournment) shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded, and it may be withdrawn with the consent of the chair of the meeting at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made. 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.
Votes of Joint Holders
In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.
Voting on Behalf of Incapable Member
A member in respect of whom an order has been made by any competent court or official on the ground that the member is or may be suffering from mental disorder or is otherwise incapable of managing their affairs may vote at any general meeting of the company and may exercise any other right conferred by membership in relation to general meetings by or through any person authorised in such circumstances to do so on their behalf (and that person may vote by proxy), provided that evidence to the satisfaction of the board of the authority of the person claiming to exercise the right to vote or such other right has been received by the company not later than the last time at which appointments of proxy should have been received in order to be valid for use at that meeting or on the holding of that poll.
No Right to Vote where Sums Overdue on Shares
No member shall, unless the board otherwise decides, be entitled in respect of any share held by them to attend or vote (either personally or by proxy) at any general meeting of the company or upon a poll or to exercise any other right conferred by membership in relation to general meetings or polls unless all calls or other sums presently payable by them in respect of that share have been paid.
Objections or Errors in Voting
1. If:
  1. any objection shall be raised to the qualification of any voter, or
  2. any votes have been counted which ought not to have been counted or which might have been rejected, or
  3. any votes are not counted which ought to have been counted,
    the objection or error shall not vitiate the decision of the meeting or adjourned meeting or poll on any resolution unless it is raised or pointed out at the meeting or, as the case
    may be, the adjourned meeting or poll at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chair of the meeting and shall only vitiate the decision of the meeting on any resolution if the chair decides that the same may have affected the decision of the meeting. The decision of the chair on such matters shall be conclusive.
2. The company shall not be obliged to ascertain whether a proxy or representative of a corporation has voted in accordance with a member's instructions and the failure of a proxy or representative so to do shall not vitiate the decision of the meeting or adjourned meeting or poll on any resolution.
Proxies
Appointment of Proxies
The appointment of a proxy shall be in writing signed by the appointor or their duly authorised attorney or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it.
Receipt of Proxies
1. The appointment of a proxy must:
  1. in the case of an appointment made in hard copy form, be received at the office (or such other place as may be specified by the company for the receipt of appointments of proxy in hard copy form) not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote together with (if required by the board) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board;
  2. in the case of an appointment made by electronic means, be received at the address specified by the company for the receipt of appointment of proxy by electronic means not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board, must, if required by the board, be received at such address or at the office (or such other place as may be specified by the company for the receipt of such documents) not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;
  3. in the case of a poll taken more than 48 hours after it was demanded, be received as aforesaid not less than 24 hours (or such shorter time as the board may determine) before the time appointed for the taking of the poll; or
  4. in the case of a poll taken following the conclusion of a meeting or adjourned meeting but 48 hours or less after it was demanded, be received as aforesaid before the end of the meeting at which it was demanded (or at such later time as the board may determine),
    and an appointment of a proxy which is not, or in respect of which the authority or copy thereof is not, received in a manner so permitted shall be invalid, unless the board waives compliance with this provision. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the company is unable to determine which was last received, none of them shall be treated as valid in respect of that share (save where the board determines otherwise). The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is sent in electronic form as provided in these articles, but because of a technical problem it cannot be read by the recipient.
2. The board may at its discretion determine that in calculating the periods mentioned in this article no account shall be taken of any part of a day that is not a working day.
Maximum Validity of Proxy
No appointment of a proxy shall be valid after 12 months have elapsed from the date of its receipt save that, unless the contrary is stated in it, an appointment of a proxy shall be valid for use at an adjourned meeting or a poll after a meeting or an adjourned meeting even after 12 months, if it was valid for the original meeting.
Form of Proxy
The appointment of a proxy shall be in any usual form or in such other form as the board may approve. The appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to, or any other business which may properly come before, the meeting for which it is given as the proxy thinks fit. The appointment of a proxy shall, unless the contrary is stated in it, be valid as well for any adjournment of the meeting as for the meeting to which it relates.
Cancellation of Proxy's Authority
A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll, unless notice in writing of the determination was received by the company at the office (or such other place or address as was specified by the company for the receipt of appointments of proxy) not
later than the last time at which an appointment of a proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken.
Board's Power to Issue Proxies
The board may at the expense of the company send instruments of proxy to 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 board 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 (without prejudice to any other provision of these articles or of the Companies Acts permitting the board to cease or suspend sending notices or other circulars to a member) be issued to all 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 by, any member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting.
Class Meetings
Separate General Meetings
The provisions of these articles relating to general meetings shall apply, with any necessary modifications, to any separate general meeting of the holders of shares of a class convened otherwise than in connection with the variation or abrogation of the rights attached to the shares of that class. For this purpose, a general meeting at which no holder of a share other than an ordinary share may, in their capacity as a member, attend or vote shall also constitute a separate general meeting of the holders of the ordinary shares.
Appointment, Retirement and Removal of Directors
Number of Directors
Unless otherwise determined by ordinary resolution of the company, the directors (disregarding alternate directors) shall be not less than three nor more than 25 in number.
Directors' Shareholding Qualification
No shareholding qualification for directors shall be required.
Power of Company to Appoint Directors
Subject to the provisions of these articles, the company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles.
Power of Board to Appoint Directors
Subject to the provisions of these articles, the board may appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles.
Annual Retirement of Directors
At every annual general meeting all the directors at the date on which the notice convening the annual general meeting is approved by the board shall retire from office and may offer themselves for re-appointment by the members.
Filling Vacancies
Subject to the provisions of these articles, at the meeting at which a director retires, the company can pass an ordinary resolution to re-appoint the director or to appoint some other eligible person in their place.
Power of Removal by Special Resolution
In addition to any power of removal conferred by the Companies Acts, the company may by special resolution remove any director before the expiration of their period of office and may (subject to these articles) by ordinary resolution appoint another person who is willing to act to be a director in their place.
Persons Eligible as Directors
A retiring director shall be eligible for re-appointment. No person other than a director retiring at the meeting shall be appointed or re-appointed a director at any general meeting unless:
1. that person is recommended by the board; or
2. not less than seven nor more than 40 clear days before the day appointed for the meeting, notice in writing by a member qualified to vote at the meeting (not being the person to be proposed) has been given to the secretary of the intention to propose that person for appointment or re-appointment together with confirmation in writing from that person that they are willing to be appointed or re-appointed.
Position of Retiring Directors
A director who retires at an annual general meeting may, if willing to continue to act, be appointed or re-appointed. If the director is appointed or re-appointed they are treated as continuing in office throughout. If the director is not appointed or re-appointed, they shall retain office until the end of the meeting or (if earlier) when a resolution is passed to appoint someone in their place.
Vacation of Office by Directors
Without prejudice to the provisions for retirement contained in these articles, the office of a director shall be vacated if:
1. the director resigns their office by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board; or
2. by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board, the director offers to resign and the board resolves to accept such offer; or
3. the director is an executive director and their appointment to the relevant office or employment is terminated or expires and the board resolves that their office be vacated; or
4. a notice in writing removing them as a director is sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board, and such notice is given by all of the other directors and all of the other directors are not less than three in number; or
5. the director is or has been suffering from mental or physical ill health or becomes a patient for the purpose of any statute relating to mental health and the board resolves that their office is vacated; or
6. the director is absent without the permission of the board from meetings of the board (whether or not an alternate director appointed by them attends) for six consecutive months and the board resolves that their office is vacated; or
7. the director becomes bankrupt or compounds with their creditors generally; or
8. the director is prohibited by law from being a director; or
9. the director ceases to be a director by virtue of the Companies Acts or is removed from office pursuant to these articles.
  If the office of a director is vacated for any reason, the director shall cease to be a member of any committee or sub-committee of the board.
Alternate Directors

(A) Each director may appoint any person to be their alternate and may at their discretion remove an alternate director so appointed. If the alternate director is not already a director, the appointment, unless previously approved by the board, shall have effect only upon and subject to its being so approved. Any appointment or removal of an alternate director shall be effected by notice in writing signed by the appointor and sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board, or in any other manner approved by the board. An alternate director shall not be required to hold any shares in the capital of the company and shall not be counted in reckoning the maximum and minimum numbers of directors allowed or required by article 79. An

Attention: This is an excerpt of the original content. To continue reading it, access the original document here.

Earlier from Diageo

All Diageo news releases