No 03542737
THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OFREABOLD RESOURCES PLC
(adopted by special resolution passed on 27 April[•] 2026)
Incorporated 8 April 1998
Index Clause PagePreliminary 1
Share Capital 3
Share Rights 4
Ordinary Shares 4
"A" and "B" Deferred Shares 4
Redeemable shares 5
Commissions 5
Refusal to Register an Allotment 5
Recognition of Trusts 5
Liability of Members 5
Consolidation, Cancellation and Sub-Division 5
Reduction of Share Capital 6
Purchase of Own Shares 6
Treasury Shares 6
Variation of Rights 6
Further Shares 7
Issue of Share Certificates 7
Certificates for Joint Holdings 7
Entitlement to Certificates 7
Partial Sales of Holdings 8
Consolidation and Replacement of Certificates 8
Calls on Shares 8
Payment of Calls 8
Interest on Calls 8
Deemed Calls 9
Differentiation of amounts and Payment Time 9
Payment of Interest 9
Forfeiture and Lien 9
Date on Notice 9
Failure to comply with Notice 9
Forfeited Shares 910
Payment for Forfeited Shares 10
Liens 10
Sales of Shares subject to a Lien 10
Proceeds of Sale 10
Statutory Declaration 1011
Transfer of Shares 11
Refusal to register a Transfer 11
Recognition of Instrument 11
Return and destruction of Transfers 1112
Fees for Registration 12
Shares in uncertificated form 12
Transmission of Shares 13
Registration and transfer entitlements 13
Voting and dividend entitlements 13
Untraced Shareholders 13
Annual General Meeting 14
General Meetings 14
Calling General Meetings 14
Notice of General Meetings 15
Accommodation of members and security arrangements 17
Routine Business 18
Chairman of a General Meeting 18
Quorum 18
Electronic General Meetings 19
Adjournment 20
Power to promote order and confidential information 20
Amendments to Resolutions 21
Polls 21
Casting Vote 2122
Time for Polls 22
Votes of Members 22
Joint Holders 22
Receivers 22
Unpaid calls and disclosure of interest in Shares 2223
Validity and result of votes 24
Proxies 25
Means of appointing Proxies: Writing 25
Means of appointing Proxies. Electronic Communications 26
Directors' Powers to establish verification procedures in connection with Proxies 2627 Validity and rights of Proxies 27
Limitation of liabilities in connection with Proxies 2728
Corporations acting by Representatives 28
Number of Directors 28
Qualification Shares and speaking at General Meetings. 28
Directors Fees 28
Remuneration of Directors 2829
Expenses of Directors 2829
Pensions, Gratuities Etc 29
Insurance 29
Executive Officers 2930
Powers of Executive Directors 30
Vacation of office 30
Retirement by rotation 3031
Directors to retire by rotation 3031
Deemed re-elections 31
Resolutions for two or more Directors 31
Eligibility for appointment 3132
Removal by resolution 3132
Appointment by resolution 32
Alternate Directors 32
Meetings of Directors 33
Quorum for meetings and voting 33
Meetings on electronic platforms 33
Directors' conflicts of interest 33
Votes and Directors' Interest 34
Vacancies and minimum number 36
Chairman 36
Resolutions in writing 3637
Delegation to, and proceedings of, committees 37
Defect in appointments 3738
Borrowing Powers 38
General powers of Directors 41
Local Boards 41
Attorneys 4142
President 42
Branch Registers 42
Cheques, Promissory Notes Etc 42
Secretary 42
The Seal 4243
Authentication of documents 43
Reserves 43
Amount of and currency of Dividends 4344
Fixed and interim Dividends 44
Apportionment of Dividends 44
Retrospective apportionment of profits 44
Dividends not to bear interest 4445
Retention of Dividends 4445
Waiver 45
Unclaimed Dividends 45
Dividends in specie 45
Payment mechanisms 4546
Joint Holders 46
Record dates 46
Dividend plans 46
Returned or failed payments 48
Capitalisation of profits and reserves 48
Accounts 4849
Circulation of accounts 4849
Defect in auditor's appointment 49
Auditor's rights at General Meetings 49
Notices 49
Notices to Joint Holders 51
Notices following death or bankruptcy 51
Loss of entitlement 5152
Deemed receipt 52
Prior notices 52
Notice when post not available and notice given by advertisement 52
Statutory Requirements 5253
Change Of Name 5253
Directors' Winding Up Petition 5253
Indemnity 5253
THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OFREABOLD RESOURCES PLC
(adopted by special resolution passed on 27 April[•] 2026)
PreliminaryThe regulations in the Companies (Model Articles) Regulations 2008 and in any Table A applicable to the Company under any former enactment relating to companies shall not apply to the Company.
In these Articles (if not inconsistent with the subject or context) the words and expressions set out below shall bear the following meanings:
""A" Deferred Shares" means "A" deferred shares in the capital of the Company having such nominal value as may be prescribed from time to time, and having the rights and being subject to the restrictions set out in these Articles.
"Act" means the Companies Act 2006 as amended, restated or re-enacted from time to time.
""B" Deferred Shares" means "B" deferred shares in the capital of the Company having such nominal value as may be prescribed from time to time, and having the rights and being subject to the restrictions set out in these Articles.
"Bank of England Base Rate" means the base lending rate most recently set by the Monetary Policy Committee of the Bank of England pursuant to Part 2 of Bank of England Act 1998.
"CREST Regulations" means the Uncertificated Securities Regulations 2001.
"electronic communication" means any document or information sent or supplied in electronic form within the meaning of Section 1168 of the Act.
"electronic General Meeting" means a meeting of shareholders (including an adjourned meeting) complying with the requirements of Article 56.
"Financial Institution" has the meaning given to that expression by Section 778 of the Act.
"hybrid meeting" means a meeting of shareholders (including an adjourned meeting) which is both a physical General Meeting and an electronic General Meeting.
"month" means a calendar month.
"Office" means the registered office of the Company for the time being.
"Operator" means Euroclear United Kingdom & Ireland Limited or such other person as may from time to time be approved by HM Treasury as Operator under the CREST Regulations.
"Operator instruction" means a properly authenticated dematerialised instruction attributable to the Operator.
"Ordinary Shares" means ordinary shares in the capital of the Company having such nominal value as may be prescribed from time to time, and having the rights and being subject to the restrictions set out in these Articles.
"paid" means paid or credited as paid.
"participating security" means a security title to units of which is permitted by the Operator to be transferred by means of a relevant system.
"physical General Meeting" means a meeting of shareholders (including an adjourned meeting) where all the shareholders participating in the meeting are in physical attendance at the meeting and/or represented by persons acting as their proxy who are in physical attendance at the meeting.
"Properly Authenticated Dematerialised Instruction" has the meaning given to that expression in the Uncertificated Securities Regulations 2001.
"register" means the register of Members of the Company.
"relevant system" means a computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument pursuant to the CREST Regulations.
"Seal" means the Common Seal of the Company.
"Securities Seal" means an official seal kept by the Company by virtue of Section 50 of the Act.
"Statutes" means the Act, the CREST Regulations and every other statute or statutory instrument, law or regulation for the time being in force concerning companies and affecting the Company, including those of any applicable listing authority or recognised investment exchange.
"sterling" means the lawful currency of the United Kingdom "Stock Exchange" means the London Stock Exchange plc.
"Substantive Resolution" means a resolution other than that of a procedural nature (such as a resolution to amend a Substantive Resolution, a resolution on an adjournment of a meeting or a resolution on choice of chairman).
"these Articles" means these Articles of Association as from time to time altered "the United Kingdom" means Great Britain and Northern Ireland.
"Transfer Office" means the place where the register of members is situate for the time being.
"year" means a calendar year.
References to "electronic platforms" include, without limitation, website addresses and conference call systems, and references to persons attending meeting "by electronic means" means attendance at electronic General Meetings via the electronic platform(s) stated in the notice of such meeting.
The expressions "debenture" and "debenture holder" shall respectively include "debenture stock" and "debenture stockholder".
The expression "recognised clearing house" and "recognised investment exchange" shall mean such bodies as shall be granted recognition under the Financial Services and Markets Act 2000.
The expression "Secretary" shall include any person appointed by the Directors to perform any of the duties of the Secretary including a joint, assistant or deputy Secretary.
All such of the provisions of these Articles as are applicable to paid-up shares shall apply to stock, and the words "share" and "shareholder" shall be construed accordingly.
The expressions "written" and "in writing" shall include any way of representing or copying words legibly, but shall not (save where the context requires otherwise) include electronic communications.
The expression "address" in relation to electronic communications, includes any number or address used for the purposes of such communications, and includes in the case of any Uncertificated Proxy Instruction permitted pursuant to Article 70, an identification number of a participant in the relevant system concerned.
Words denoting the singular shall include the plural and vice versa. Words denoting the masculine shall include the feminine.
Words denoting persons shall include corporations.
References to any statute or statutory provision or statutory instrument shall be construed as relating to any modification or re-enactment thereof for the time being in force.
Subject as aforesaid any words or expressions defined in the Act or the CREST Regulations shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.
A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles.
References to a share (or to a holding of shares) being in certificated or uncertificated form are references, respectively, to that share being a certificated or an uncertificated unit of a security for the purposes of the CREST Regulations.
- Share Capital
The share capital of the Company consists of:
an unlimited number of Ordinary Shares, and
an unlimited number of "A" Deferred Shares; and
(b)(c) an unlimited number of "B" Deferred Shares.
-
Share Rights
Subject to the Statutes and without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the Company may be classified and be issued with such preferred, deferred or other special rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination, as the Directors may classify and determine) and the Company may issue any shares which are, or at the option of the Company or the holder are liable to be redeemed and the Directors may determine the terms, conditions and manner of redemption of any such shares.
- Ordinary Shares
The following rights shall be attached to the Ordinary Shares:
- Rights as to income
The Ordinary Shares shall carry the right to receive the profits of the Company available for distribution and determined to be distributed by way of interim or final dividends at such times as the Directors may determine in accordance with these Articles.
- Rights as to capital
The surplus capital and assets of the Company shall on a winding-up or on a return of capital (otherwise than on a purchase or redemption by the Company of any of its shares) be divided amongst the holders of Ordinary Shares pro rata according to the nominal capital paid up on their holdings of Ordinary Shares.
- Rights as to voting
The holders of Ordinary Shares have the right to receive notice of, and to attend and vote at, general meetings of the Company. Each holder of Ordinary Shares who is present in person (or, being a corporation, by representative) or by proxy at a general meeting on a show of hands has one vote and, on a poll, every such holder who is present in person (or, being a corporation, by representative) or by proxy has one vote in respect of each Ordinary Share held by him.
- Rights as to income
- "A" and "B" Deferred Shares
The "A" and "B" Deferred Shares shall not confer on the holders of those shares any right to receive:
notice of or to attend, speak or vote at any general meeting or on any written resolution of the Company, or
any dividend declared by the Company.
"A" and "B" Deferred Shares may be redeemed by the Company at any time at its option for one penny for all the "A" and "B" Deferred Shares registered in the name of any
holder of "A" and "B" Deferred Shares without obtaining the sanction of such holder or holders.
The creation, allotment or issue of "A" and "B" Deferred Shares shall be deemed to confer irrevocable authority on the Board at any time after their creation, allotment or issue to appoint any person to execute or give on behalf of the holder of those shares a transfer of them to such person as the Company may determine.
- Redeemable shares
Subject to the provisions of the Statutes and to any special rights for the time being attached to any existing shares, any share may be issued which is, or at the option of the Company or of the holder of such share is liable, to be redeemed on such terms and conditions and in such manner as these Articles may provide or the Directors may determine.
- Commissions
The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted. The Company may also on any issue or sale of shares pay such brokerage as may be lawful.
- Refusal to Register an Allotment
The Directors may refuse to register an allotment of shares (whether fully paid or not) in favour of more than four persons jointly If the Directors refuse to register an allotment they shall as soon as practicable and in any event within two months after the date on which either the letter of allotment was lodged with the Company (in the case of shares held in certificated form) or the Operator instruction was received by the Company (in the case of shares held in uncertificated form) send to the allottee notice of the refusal The Directors may at any time after the allotment of any share but before any person has been entered in the register of members 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 Directors may think fit to impose.
- Recognition of Trusts
Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and except as otherwise provided in these Articles or by law the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.
- Liability of Members
The liability of members is limited to the amount, if any, unpaid on those shares held by them.
- Consolidation, Cancellation and Sub-Division
The Company may by Ordinary Resolution:
Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares
Sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Articles of Association (subject, nevertheless, to the provisions of the Statutes), and so that the resolution whereby any share is sub-divided may determine that, as between the shares resulting from such sub-division, any of them may have any preference or advantage or special rights or be subject to any restrictions
Whenever as a result of a consolidation or sub-division of shares any members would become entitled to fractions of a share, the Directors may deal with the fractions as they think fit and in particular may sell the shares representing the fractions to any person (including, subject to the provisions of the Statutes, the Company) and distribute the net proceeds of sale (subject to retention by the Company of amounts not exceeding £5 (or such other amount as the Directors from time to time determine) due to any member) in due proportion among those members and the Directors 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 his title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale
So far as the Statutes allow, the Directors may treat shares of a member in certificated form and in uncertificated form as separate holdings in giving effect to subdivisions and/or consolidations and may cause any shares arising on subdivision or consolidation and representing fractional entitlements to be entered in the register as shares in certificated form where this is desirable to facilitate the sale thereof
- Reduction of Share Capital
Subject to the provisions of the Statutes, the Company may reduce its share capital or any capital redemption reserve, share premium account or other undistributable reserve in any manner.
- Purchase of Own Shares
Subject to the provisions of the Statutes, the Company may purchase any of its own shares (including any redeemable shares). Neither the Company nor the Directors shall be required to select the shares to be purchased rateably or in any other particular manner as between the holders of shares of the same class or as between them and the holders of shares of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares.
- Treasury Shares
The Company may not exercise any right in respect of treasury shares held by it, including any right to attend or vote at meetings, to participate in any offer by the Company to shareholders or to receive any distribution (including in a winding-up), but without prejudice to its rights to sell the treasury shares, to transfer the shares for the purpose of or pursuant to an employees' share scheme, to receive an allotment of shares as fully paid bonus shares in respect of the treasury shares or to receive any amount payable on redemption of any redeemable treasury shares.
- Variation of Rights
Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the Statues, be varied or abrogated either with the consent in writing of the holders of three-quarters
in nominal value of the issued shares of the class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up. To every such separate General Meeting (and to any separate meeting of the holders of shares of a particular class convened otherwise than in connection with the variation or abrogation of the rights attached to shares of that class) all the provisions of these Articles relating to General Meetings of the Company and to the proceedings thereat shall mutates mutandis apply, except that the necessary quorum shall be two or more persons at least holding or representing by proxy (which proxies are authorised to exercise voting rights) at least 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 any holder of shares of the class present in person or by proxy shall be a quorum) and that any holder of shares of the class present in person or by proxy (which proxies are authorised to exercise voting rights) may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him. The foregoing provisions of this Article shall apply to the variation or abrogation 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 the special rights whereof are to be varied.
- Further Shares
The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pan passu therewith but in no respect in priority thereto or by the purchase or redemption by the Company of its own shares.
- Issue of Share Certificates
Every share certificate shall be issued under the Seal (or under a Securities Seal or, in the case of shares on a branch register, an official seal for use in the relevant territory) or otherwise executed by the Company in a manner permitted by the Statutes and shall specify the number and class of shares to which it relates and the amount paid up thereon. No certificate shall be issued representing shares of more than one class. No certificate shall normally be issued in respect of shares held by a Financial Institution.
- Certificates for Joint Holdings
In the case of a share held jointly by several persons in certificated form, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of joint holders shall be sufficient delivery to all.
- Entitlement to Certificates
Any person whose name is entered in the register of members in respect of any shares in certificated form of any one class upon the issue or transfer thereof shall be entitled without payment within one month (or such longer period (permitted by the Statutes) as the terms of issue shall provide) after allotment or (in the case of a transfer of fully-paid shares) within five business days after lodgment of a transfer or (in the case of a transfer of partly-paid shares) within two months after lodgment of a transfer to one certificate for all his shares of any one class or (upon payment of such charges as the Directors from time to time determine) several certificates each for one or more of his shares of any one class.
- Partial Sales of Holdings
Where some only of the shares comprised in a share certificate are transferred the old certificate shall be cancelled and a new certificate for the balance of such shares issued in lieu without payment.
- Consolidation and Replacement of Certificates
Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for such shares issued in lieu upon payment of such charges as the Directors from time to time determine.
If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Directors may, if they think fit and upon payment of such charges as they may from time to time determine, comply with such request.
If a share certificate shall be worn out, damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the holder upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of any exceptional out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.
In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.
- Calls on Shares
The Directors 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 value of the shares or, when permitted, by way of premium) but subject always to the terms of allotment of such shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.
- Payment of Calls
Each member shall (subject to receiving at least fourteen days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be revoked or postponed as the Directors may determine.
- Interest on Calls
If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding 5 per cent per annum over Bank of England Base Rate) as the Directors determine but the Directors shall be at liberty in any case or cases to waive payment of such interest wholly or in part.
- Deemed Calls
Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of allotment of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of allotment the same becomes payable In case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
- Differentiation of amounts and Payment Time
The Directors may on the allotment of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.
- Payment of Interest
The Directors may if they think fit receive from any member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it is made and upon the money so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate (not exceeding 5 per cent per annum over Bank of England Base Rate) as the member paying such sum and the Directors may agree.
- Forfeiture and Lien
If a member fails to pay in full any call or instalment of a call on the due date for payment thereof, the Directors may at any time thereafter serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued thereon and any expenses incurred by the Company by reason of such non-payment.
- Date on Notice
The notice shall name a further day (not being less than seven days from the date of service 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 in accordance therewith the shares on which the call has been made will be liable to be forfeited.
- Failure to comply with Notice
If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.
- Forfeited Shares
A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such
forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors shall think fit and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid.
- Payment for Forfeited Shares
A member whose shares have been forfeited or surrendered shall cease to be a member in respect of the shares (and shall surrender to the Company for cancellation any certificate for such shares) but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of the shares with interest thereon at 5 per cent per annum over Bank of England Base Rate (or such lower rate as the Directors may determine) from the date of forfeiture or surrender until payment and the Directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or waive payment in whole or in part.
- Liens
The Company shall have a first and paramount lien on every share (not being a fully-paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share and the Directors may waive any lien which has arisen and may resolve that any share shalt for some limited period be exempt wholly or partially from the provisions of this Article. The Company's lien on a share shall extend to all distributions and other amounts payable in respect of it.
- Sales of Shares subject to a Lien
The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing stating and demanding payment of the sum presently payable and giving notice of intention to sell in default shall have been given to the holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy or otherwise by operation of law.
- Proceeds of Sale
The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the amount in respect whereof the lien exists so far as the same are then payable and any residue shall upon surrender to the Company for cancellation of any certificate for the shares sold and subject to a like lien for sums not presently payable as existed upon the shares prior to the sale be paid to the person entitled to the shares at the time of the sale. For the purpose of giving effect to any such sale the Directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser.
- Statutory Declaration
A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The
receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof shall (subject to the execution by the Company of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, surrender, sale, re-allotment or disposal of the share.
- Transfer of Shares
All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Directors. The instrument of transfer shall be executed by or on behalf of the transferor and (except in the case of fully-paid shares) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the shares concerned until the name of the transferee is entered in the register of members in respect thereof.
All transfers of shares which are in uncertificated form may be effected by means of a relevant system.
- Refusal to register a Transfer
The Directors may, in the case of shares in certificated form, in their absolute discretion refuse to register any transfer of shares (not being fully-paid shares) and they may also decline to register the transfer of a share upon which the Company has a lien, provided that any such refusal does not prevent dealings in partly-paid shares from taking place on an open and proper basis. In addition, the Directors may, subject to the Crest Regulations, refuse to register a transfer of shares (whether fully-paid or not) in favour of more than four persons jointly or made to or by an infant or patient within the meaning of the Mental Health Act 1983. If the Directors refuse to register or a transfer they shall as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company (in the case of shares held in certificated form) or the Operator instruction was received by the Company (in the case of shares held in uncertificated form) send to the transferee notice of the refusal together with reasons for the refusal.
- Recognition of Instrument
The Directors may decline to recognise any instrument of transfer relating to shares held in uncertificated form unless the instrument of transfer is duly stamped, is in respect of only one class of share and is lodged at the Transfer Office accompanied by the relevant share certificate(s) and when lodged it is accompanied by such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (or, if the instrument of transfer is executed by some other person on his behalf, the authority of that person to do so) In the case of a transfer in certificated form by a Financial Institution the lodgment of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question.
- Return and destruction of Transfers
All instruments of transfer which are registered may be retained by the Company and any instrument of transfer which the Directors refuse to register shall (in the absence
of suspected fraud or crime involving dishonesty in relation to the transfer) be returned to the person presenting the same.
The Company shall be entitled to destroy all instruments of transfer which have been registered or on the basis of which registration was made at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof and all paid dividend warrants and cheques at any time after the expiration of one year from the date of actual payment and all proxy appointments which have been used for the purposes of a poll at any time after the expiration of one year from the date of use and all proxy appointments which have not been used for the purposes of a poll at any time after one month from the end of the meeting to which the proxy appointment relates and at which no poll was demanded and it shall conclusively be presumed in favour of the Company that every entry in the register of members purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company Provided always that:
The provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant,
Nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article,
Reference herein to the destruction of any document include references to the disposal thereof in any manner and to the deletion of any electronically held instruction relating thereto or equivalent thereof.
- Fees for Registration
No fee will be charged by the Company in respect of the registration of any instrument of transfer or probate or letters of administration or certificate of marriage or death or stop notice or power of attorney or other document relating to or affecting the title to any shares or otherwise for making any entry in the register of members affecting the title to any shares.
- Shares in uncertificated form
Subject to the Statutes and the rules (as defined in the CREST Regulations), the Directors may determine that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of a relevant system or that shares of any class should cease to be held and transferred as aforesaid.
Provisions of these Articles shall not apply to shares of any class which are in uncertificated form to the extent that such provisions are inconsistent with:
the holding of shares of that class in uncertificated form,
the transfer of title to shares of that class by means of a relevant system, or
any provision of the CREST Regulations.
- Transmission of Shares
In case of the death of a shareholder, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him.
- Registration and transfer entitlements
Any person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may (subject as hereinafter provided) upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share either be registered himself as holder of the share upon giving to the Company notice in writing of such desire or transfer such share to some other person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the notice or transfer were a transfer executed by such member.
- Voting and dividend entitlements
Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall be entitled to the same dividends and other advantages as those to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by membership in relation to meetings of the Company until he shall have been registered as a member in respect of the share. The Directors shall as soon as practicable and in agreement within two months after being supplied with evidence of proof of title to the share cause the entitlement of that person to be noted in the register of members.
- Untraced Shareholders
The Company shall, subject to the Statutes, be entitled to sell the shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law if and provided that during the previous period of twelve years no communication has been received by the Company from the member or the person entitled by transmission or otherwise by operation of law and no cheque or warrant sent by the Company through the post in a pre-paid letter addressed to the member or to the person entitled by transmission or otherwise by operation of law to the shares at his address on the register of members or otherwise supplied by him pursuant to these Articles or otherwise the last known address given by the member or the person entitled by transmission or otherwise by operation of law to which cheques and warrants are to be sent has been cashed or other directed payment
system has worked and at least three dividends in respect of the shares in question have become payable and no dividend in respect of those shares has been claimed.
To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of the said shares and such instrument of transfer shall be as effective as if it had been executed by the registered holder of or person entitled by transmission or otherwise by operation of law to such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount which shall be a permanent debt of the Company. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit.
- Annual General Meeting
An Annual General Meeting shall be held once in every year, at such time and place as may be determined by the Directors (including electronic platforms).
- General Meetings
The Directors may whenever they think fit convene a General Meeting and shall, following requisition in accordance with the Statutes, proceed to convene a General Meeting in accordance therewith.
General meetings shall be held at such time and places (including electronic platforms) as the Directors may determine.
Members of the Company shall have the rights provided by the Act to have the Company circulate and give notice of a resolution which may be properly moved, and is intended to be moved, at the Company's next Annual General Meeting. Expenses of complying with these rights shall be borne by the Company if requests sufficient to require the Company to circulate the resolution are received by the Company before the end of the financial year preceding the meeting in question, or such later date as the Directors may resolve, and otherwise shall be borne in accordance with the Act.
- Calling General Meetings
A General Meeting of the Company shall be called by notice of at least such length as is required in the circumstances by the Statutes. The Company may give such notice by any means or combination of means permitted by the Statutes. Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed:
in the case of an Annual General Meeting by all the members entitled to attend and vote thereat, and
in the case of any other General Meeting by a majority in number of the members having a right to attend and vote thereat, being a majority together holding not less than
95 per cent in nominal value of the shares giving that right (excluding any shares in the Company held as treasury shares).
To the fullest extent permitted by law, the accidental omission to give notice or to the non-receipt of notice by any person entitled thereto shall not invalidate the proceedings at any General Meeting.
Notice of a General Meeting of the Company shall be given by any means or combination of means permitted by law and consistent with these Articles to:
all members other than such as are not under the provisions of these Articles entitled to receive such notice from the Company (as to which, see Article 137),
successors of shareholders to the extent provided by Article 135,
Directors of the Company,
the Company's auditors,
all other persons as are entitled to such notice under these Articles or by law.
The Directors shall determine whether a General Meeting is to be held as a physical General Meeting, an electronic General Meeting or a hybrid meeting.
Section 310 of the Act shall not apply to the Company.
- Notice of General Meetings
Subject to the provisions of the Act, every notice calling a General Meeting shall specify:
whether the meeting shall be a physical or an electronic General Meeting or a hybrid meeting,
for physical General Meetings and for hybrid meetings, the time, date and place of the meeting (including without limitation any satellite meeting place arranged for the purposes of Article 52, which shall be identified as such in the notice,
for electronic General Meetings, the time, date and electronic platform for the meeting, which electronic platform may vary from time to time and from meeting to meeting as the Directors, in their sole discretion, sees fit,
whether the meeting is an Annual General Meeting,
the place, the day and the time of the meeting,
in the case of special business, the general nature of that business,
if the meeting is convened to consider a special resolution the intention to propose he resolution as such, and
with reasonable prominence, that a member entitled to attend and vote is entitled to appoint one of more proxies (provided that, in the case of multiple proxies, each proxy is appointed to exercise the rights attached to a different share or shares held by such member) to attend and, on a poll, vote instead of him and that a proxy need not also be a member.
There shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to appoint a proxy or (if he holds more than one share) proxies to attend, speak and vote instead of him and that a proxy need not be a member of the Company.
In the case of an Annual General Meeting, the notice shall also specify the meeting as such.
In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall set out the text of all Substantive Resolutions to be considered by the meeting and shall state in the case of each resolution whether it is to be proposed as an ordinary resolution, or as a special resolution, and Section 311(2) of the Act shall not apply to the Company.
For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, the Company may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register in order to have the right to attend or vote at the meeting.
If, after the sending of notice of a General Meeting but before the meeting is held, or after the adjournment of a General Meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors decide that it is impracticable or unreasonable, for a reason beyond its control, to hold:
the physical General Meeting (or the physical part of a hybrid meeting) at the declared place (or any of the declared places, in the case of a meeting to which Article 52.3 applies), or
the electronic General Meeting (or the electronic part of a hybrid meeting) on the electronic platform specified in the notice,
they may change the place (or any of the places, in the case of a meeting to which Article 52.3 applies) or electronic platform and/or postpone the time at which the meeting is to be held. If such a decision is made, the Directors may then change the place (or any of the places, in the case of a meeting to which Article 52.3 applies) or the electronic platform and/or postpone the time again if the Directors decide that it is reasonable to do so. In either case:
the Directors must take reasonable steps to ensure that members trying to attend the General Meeting at the original time and/or place (including electronic platforms) are informed of the new arrangements for the General Meeting. Proxy forms can be delivered as specified in Article 69.2 until 48 hours before the rearranged meeting (excluding any day that is not a working day). Any postponed and/or moved meeting may also be postponed and/or moved under this Article 51.6.
a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, be delivered to the Company's registered office or to such other place within the United Kingdom as may be specified by or on behalf of the Company, or, if in electronic form, be received at the address (if any) specified by or on behalf of the Company, at any time not less than 48 hours before the postponed time appointed for holding the meeting provided that the Directors may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day.
The notice shall be given to the members (other than any who, under the provisions of these Articles or of any restrictions imposed on any shares, are not entitled to receive notice from the Company), to the Directors and to the Auditors.
- Accommodation of members and security arrangements
The Directors may from time to time and in their absolute discretion, make such arrangements as they see fit in connection with the organisation and administration of any General Meeting. Such arrangements may govern admission to the meeting, or admission to a particular location from which people participate in the meeting. Any such arrangements shall only be made on a basis that they are intended to be fair and equitable as between all members and proxies otherwise entitled to attend the meeting. The entitlement of any member or proxy to attend a General Meeting, or to participate in it at a particular place, shall be subject to such arrangements as may be for the time being in force and are by the notice of meeting stated to apply to that meeting.
The Directors 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 or for such other purpose as the Directors may (in their absolute discretion) consider appropriate including (but not limited to) the prevention of the spread of or the mitigation of the effects of a virus or any other infection, illness or disease, from time to time make such arrangements as the Directors shall in their absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements in place thereof. Such arrangements may include (without limitation) a requirement to pre-register attendance at the meeting, the issue of tickets, a requirement for temperature checks or self-certifications of health, or the imposition of some other means of selection as the Directors in their absolute discretion consider appropriate, and may from time to time change those arrangements. The entitlement of any member or proxy to attend a General Meeting at such place shall be subject to any such arrangements as may be for the time being approved by the Directors. In the case of any meeting to which such arrangements apply the Directors may, when specifying the place of the meeting:
direct that the meeting shall be held at the place specified in the notice of the meeting ("Principal Place"), and
make arrangements for simultaneous attendance and participation at other places by members otherwise entitled to attend the General Meeting but excluded therefrom under the provisions of this Article or who wish to attend at any of such other places, provided that persons attending at the Principal Place and at any of such other places shall (whether by the use of microphones, loudspeakers, audio-visual communications equipment, webcams (or any combination thereof) or otherwise) in the Principal Place and any satellite meeting place) be able to see, and hear and be seen and heard by, persons attending at the Principal Place and at such other places, by any means.
Such arrangements for simultaneous attendance may include arrangements for controlling the level of attendance in any manner aforesaid at any of such other places, provided that they shall operate so that any such excluded members as aforesaid are 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.
The Directors may direct that any person wishing to attend any meeting should provide such evidence of identity and submit to such searches or other security arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall
be entitled in its absolute discretion to refuse entry to any meeting to any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions.
The Directors, and also the Secretary, may take any action before the commencement of any General Meeting, or any meeting of a class of members in the Company, which they or he may think fit to ensure the security of the meeting, the safety of people attending the meeting, and the future orderly conduct of the meeting. Any decision made in good faith under this Article shall be final, and rights to attend and participate in the meeting concerned shall be subject to such decision.
- Routine Business
Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say:
declaring dividends,
receiving and/or adopting the accounts, the reports of the Directors and auditors and other documents required to be attached or annexed to the accounts,
appointing or re-appointing Directors to fill vacancies arising at the meeting on retirement whether by rotation or otherwise,
re-appointing the retiring auditors (unless they were last appointed otherwise than by the Company in General Meeting), and
fixing the remuneration of the auditors or determining the manner in which such remuneration is to be fixed.
All other business transacted at an Annual General Meeting and all business transacted at a General Meeting shall be deemed special.
- Chairman of a General Meeting
The Chairman of the Directors, failing whom the Deputy Chairman, shall preside as chairman at a General Meeting. If there be no such Chairman or Deputy Chairman, or if at any meeting neither be present within five minutes after the time appointed for holding the meeting and willing to act, the Directors present shall choose one of their number or, if no Director be present or if ail the Directors present decline to take the chair, the members present shall choose one of their number to be chairman of the meeting Section 319 of the Act shall not apply to the Company.
- Quorum
No business other than the appointment of a chairman shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Two members present in person, or by proxy, and entitled to vote shall be a quorum for all purposes, unless they are both appointed in respect of, or are representing, the same shareholder. If a meeting is an electronic General Meeting or a hybrid meeting then the provisions of Article 56 shall apply when determining whether or not a quorum is present at the General Meeting.
If within ten minutes from the time appointed for a General Meeting (or such longer interval as the chairman of the meeting may think fit to allow) a quorum is not present or if during the meeting the quorum ceases to be present, the meeting, if convened on
the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such other day and such time and place as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the chairman of the meeting may determine. At the adjourned meeting any two members present in person or by proxy and entitled to vote shall be a quorum for all purposes.
- Electronic General Meetings
Without prejudice to Article 52, the Directors may resolve to enable persons entitled to attend an electronic General Meeting to do so by simultaneous attendance by electronic means with no member necessarily in physical attendance at the electronic General Meeting provided that such electronic means enable members to:
participate in the business for which the meeting has been convened,
hear all persons who speak at the meeting, and
be heard by all other persons attending and participating in the meeting.
The members or their proxies present shall be counted in the quorum for, and entitled to vote at, the General Meeting in question, and that meeting shall be duly constituted and its proceedings valid if the Chairman of the General Meeting is satisfied that adequate facilities are available throughout the electronic General Meeting to ensure that members attending the electronic General Meeting who are not present together at the same place may, by electronic means, attend and speak and vote at it
Nothing in these Articles prevents a General Meeting being a hybrid meeting. If it appears to the Chairman of the General Meeting that:
the facilities at the Principal Place or any satellite meeting place, or
the electronic platform, facilities or security at the electronic General Meeting,
have become inadequate for the purposes referred to in Article 52 or this Article 56, then the Chairman may, without the consent of the meeting, interrupt or adjourn the General Meeting. All business conducted at that General Meeting up to the time of that adjournment shall be valid. The provisions of Article 57 shall apply to that adjournment
For the purposes of Articles 51.6 and 52, in relation to physical General Meetings (or, as the case may be, the physical part of hybrid meetings), the right of a member to participate in the business of any general meeting shall include without limitation the right to speak, vote on a show of hands, vote on a poll, be represented by a proxy and have access to all documents which are required by the Act or these Articles to be made available at the meeting.
For the purposes of this Article 56, in relation to electronic General Meetings (or, as the case may be, the electronic part of hybrid meetings), the right of a member to participate in the business of any General Meeting shall include without limitation the right to speak, vote on a poll, be represented by a proxy and have access (including electronic access) to all documents which are required by the Act or these Articles to be made available at the meeting.
For the purposes of this Article 56:
a person is able to exercise the right to speak at a General Meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting, and
a person is able to exercise the right to vote at a General Meeting when: (i) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
(ii) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
- Adjournment
The chairman of any General Meeting at which a quorum is present may with or without the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time (or sine die) and from place to place (which place may include electronic platforms), and if it appears to the chairman that it is likely to be impracticable to hold or continue the meeting because of the numbers of members and proxies wishing to attend the meeting who are not present he may adjourn the meeting to another time (or sine die) and place (which place may include electronic platforms) without the need for any such consent, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. Where a meeting is adjourned sine die, the time and place (which place may include electronic platforms) for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for thirty days or more or sine die, not less than seven days' notice of the adjourned meeting shall be given in any manner in which notice of a meeting may lawfully be given for the time being. Save as hereinbefore expressly provided, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
- Power to promote order and confidential information
The chairman of the meeting shall take such action as he thinks fit to promote the orderly conduct of the business of any General Meeting as laid down in the notice of the meeting and to promote the conduct of such business with reasonable despatch, and such chairman's decision, made in good faith, on matters of procedure or arising incidentally from the business of the meeting shall be final as shall his determination, acting in good faith, as to whether any matter is of such a nature.
Every Subsidiary Chairman shall keep good order at the location where he is presiding, and he shall have all powers necessary or desirable for that purpose. Every Subsidiary Chairman shall also carry out all requests made of him by or on behalf of the chairman of the meeting in which he is participating, and he shall have all powers necessary or desirable for that purpose.
No person present at a General Meeting is entitled to require disclosure of or any information about any detail of the Company's or any subsidiary's trading or any matter that is or may be in the nature of a trade secret, commercial secret or secret process or that may relate to the conduct of the business of the Company or any subsidiary, if the directors decide it would be inexpedient in the interests of the Company or any subsidiary to make that information public.
- Amendments to Resolutions
Subject to Article 59.2 and subject to the Statutes, no Substantive Resolution may be considered or passed at a General Meeting unless the text of the resolution was set out in the notice by which the meeting was convened.
A Substantive Resolution may be amended (for example by correcting grammatical or clerical errors which can be corrected as a matter of construction of the resolution set out in the notice when read together with any circular which accompanied the notice, or by reducing the words to a more formal language) provided that there is no departure from the substance of the resolution which was set out in the notice by which the meeting was convened.
- Polls
At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:
the chairman of the meeting; or
not less than five members present in person or by proxy and having the right to vote on the resolution; or
a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any treasury shares); or
a member or members present in person or by proxy and holding shares in the Company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right (excluding any shares in the Company conferring a right to vote on the resolution which are held as treasury shares).
A demand for a poll may be withdrawn with the approval of the chairman of the meeting at any time before the poll is taken. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. Unless a poll is required a declaration by the chairman of the meeting that a resolution has been earned, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution.
If a poll is required, it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the chairman of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers (who need not be members) and may adjourn the meeting to some place (including electronic platforms) and time fixed by him for the purpose of declaring the result of the poll.
- Casting Vote
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote.
- Time for Polls
A poll demanded on the choice of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the meeting or the adjourned meeting at which the poll was demanded) and place (including electronic platforms) as the chairman of the meeting may direct. No notice need be given of a poll not taken immediately. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.
- Votes of Members
Subject to any special rights or restrictions as to voting attached by or in accordance with these Articles to any class of shares, on a show of hands every member who is present in person (including by corporate representative) and every proxy present who has been duly appointed to vote on the resolution shall have one vote and on a poll every member who is present in person (including by corporate representative) and every proxy present who has been duly appointed to vote on the resolution shall have one vote for every share of which he is the holder or, in the case of a proxy, duly appointed to vote.
On a poll votes may be given either personally or by proxy and a person entitled to more than one vote:
may vote in respect of some of his shares in person and in respect of others of them by proxy, and
need not use all his votes or cast all the votes he uses (either in person or by proxy) in the same way.
- 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 of members in respect of the share.
- Receivers
Where in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the Directors may require, permit such receiver or other person on behalf of such member to vote in person or by proxy at any General Meeting or to exercise any other right conferred by membership in relation to meetings of the Company.
- Unpaid calls and disclosure of interest in Shares
No member shall, unless the Directors otherwise determine, be entitled in respect of shares held by him to vote at a General Meeting or meeting of the holders of any class of shares of the Company either personally or by proxy or to exercise any other right conferred by membership in relation to meetings of the Company or of the holders of
any class of shares of the Company if any call or other sum presently payable by him to the Company in respect of such shares remains unpaid.
If any member, or any other person appearing to be interested in shares (within the meaning of Part 22 of the Act) held by such member, has been duly served with a notice under Section 793 of the Act and is in default for the prescribed period in supplying to the Company the information thereby required, then (unless the Directors otherwise determine) in respect of:
(the shares comprising the shareholding account in the register of members which comprises or includes the shares in relation to which the default occurred (all or the relevant number as appropriate of such shares being the "default shares", which expression shall include any further shares which are issued in respect of such shares), and
any other shares held by the member.
the member shall not (for so long as the default continues) nor shall any transferee to whom any of such shares are transferred other than pursuant to an approved transfer or pursuant to Article 66.3(b) below be entitled to vote either personally or by proxy at a shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings.
where the default shares represent at least 0.25 per cent of the issued shares of the class concerned, then the Directors may in their absolute discretion by notice (a "direction notice") to such member direct that:
any dividend (including a scrip dividend) or other money which would otherwise be payable on such shares shall be retained or not issued by the Company without any liability to pay interest thereon when such dividend or other money is finally paid to the member, and/or
no transfer of any of the shares held by such member shall be registered unless the transfer is an approved transfer or
the member is not himself in default as regards supplying the information requested, and
the transfer is of part only of the member's holding and when presented for registration is accompanied by a certificate by the member in a form satisfactory to the Directors to the effect that after due and careful enquiry the member is satisfied that none of the shares the subject of the transfer are default shares,
provided that, in the case of shares in uncertificated form, the Directors may only exercise their discretion not to register a transfer if permitted to do so by the Regulations.
Any direction notice may treat shares of a member in certificated and uncertificated form as separate holdings and either apply only to the former or to the latter or make different provision for the former or the latter.
The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.