Articles of Association - Outsourcery Plc

May 28, 2013 | Publisher: edocr | Category: Finance |  | Collection: Migrated Docs | Views: 2 | Likes: 1

DATED 24 MAY 2013 ARTICLES OF ASSOCIATION of OUTSOURCERY PLC (Adopted by Special Resolution passed on 16 May 2013) i 30841557/11/L CONTENTS 1 PRELIMINARY AND DEFINITIONS ...................................................................................3 2 SHARE CAPITAL ................................................................................................................6 3 VARIATION OF RIGHTS.....................................................................................................7 4 ALTERATION OF SHARE CAPITAL ..................................................................................8 5 SHARES..............................................................................................................................8 6 DISCLOSURE OF INTERESTS..........................................................................................9 7 UNCERTIFICATED SHARES ...........................................................................................11 8 SHARE CERTIFICATES ...................................................................................................12 9 LIEN ON SHARES ............................................................................................................13 10 CALLS ON SHARES.........................................................................................................14 11 FORFEITURE OF SHARES..............................................................................................15 12 TRANSFER OF SHARES .................................................................................................17 13 TRANSMISSION OF SHARES .........................................................................................18 14 GENERAL MEETINGS......................................................................................................19 15 NOTICE OF GENERAL MEETINGS.................................................................................19 16 PROCEEDINGS AT GENERAL MEETINGS....................................................................21 17 VOTING AT GENERAL MEETINGS.................................................................................24 18 VOTES OF MEMBERS .....................................................................................................25 19 PROXIES...........................................................................................................................27 20 DIRECTORS......................................................................................................................30 21 REMUNERATION, EXPENSES AND PENSIONS ...........................................................30 22 APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS...............................31 23 EXECUTIVE DIRECTORS................................................................................................33 24 ALTERNATE DIRECTORS ...............................................................................................33 25 ASSOCIATE DIRECTORS................................................................................................34 26 PROCEEDINGS OF DIRECTORS ...................................................................................36 ii 30841557/11/L 27 MINUTES...........................................................................................................................38 28 GENERAL POWERS OF THE BOARD............................................................................38 29 BORROWING POWERS...................................................................................................39 30 DELEGATION OF BOARD'S POWERS ...........................................................................43 31 DIRECTORS' INTERESTS ...............................................................................................44 32 SECRETARY.....................................................................................................................48 33 SEAL..................................................................................................................................48 34 AUTHENTICATION OF DOCUMENTS ............................................................................48 35 DIVIDENDS .......................................................................................................................49 36 RESERVES AND CAPITALISATION................................................................................53 37 RECORD DATES ..............................................................................................................55 38 ACCOUNTS.......................................................................................................................55 39 NOTICES...........................................................................................................................55 40 DESTRUCTION OF DOCUMENTS ..................................................................................59 41 UNTRACED MEMBERS ...................................................................................................60 42 WINDING UP.....................................................................................................................61 43 INDEMNITY AND INSURANCE........................................................................................61 3 30841557/11/L Company Number: 8368966 THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of OUTSOURCERY PLC (Adopted by written special resolution on 24 May 2013) 1 PRELIMINARY AND DEFINITIONS 1.1 Exclusion of Model Articles No regulations or model articles contained in any statute or subordinate legislation, including those contained in Table A or the model articles contained in The Companies (Model Articles) Regulations 2008 (SI2008/3229), apply as the articles of association of the Company. 1.2 Definitions and interpretation (a) In these Articles (if not inconsistent with the subject or context) the following words and expressions shall have the following meanings. "Address" includes a number or address used for the purposes of sending or receiving documents or information by electronic means. "AIM" means the AIM market of the London Stock Exchange. "Articles" means these articles of association as originally framed or as from time to time altered and the expression "Article" shall be construed accordingly. "Auditors" means the auditors for the time being of the Company. "Board" means the Directors or any of them acting as the board of Directors of the Company. "CA 2006" means the Companies Act 2006 as amended. "Certificated Share" means a share in the capital of the Company that is not an Uncertificated Share. "Clear Days" means, in relation to the sending of a notice, the period excluding the day on which the notice is sent or deemed to be sent and the day for which it is given or on which it is to take effect. "Companies Acts" has the meaning given by section 2 of the CA 2006 and includes any enactment passed after the CA 2006 which may, by virtue of that or 4 30841557/11/L any other enactment, be cited together with the CA 2006 as "the Companies Acts". "Company" means Outsourcery plc or such other name by which the Company may for the time being be registered in accordance with the Statutes. "Directors" means the directors for the time being of the Company and the expression "Director" shall be construed accordingly. "Dividend" means dividend or bonus. "Electronic copy, electronic form and electronic means" have the meanings given to them in section 1168 of the CA 2006. "Group" means the Company and any subsidiary undertaking or subsidiary undertakings for the time being of the Company and "Group Company" shall be construed accordingly. "Hard copy" and "hard copy form" have the meanings given to them in section 1168 of the CA 2006. "Holder" means, in relation to any share, the Member whose name is entered in the Register as the holder of that share. "Member" means a member of the Company. "Month" means calendar month. "Office" means the registered office for the time being of the Company. "Ordinary Shares" means ordinary shares of £0.01 each in the capital of the Company. "Paid up" means paid up or credited as paid up. "Recognised Clearing House" and "Recognised Investment Exchange" have the meanings given in the Financial Services and Markets Act 2000. "Regulations" means the Uncertificated Securities Regulations 2001 as amended. "Relevant System" has the meaning given in the Regulations. "Register" means the register of Members to be kept pursuant to the Companies Acts. "Seal" means any common seal of the Company or any official seal or securities seal which the Company may have or be permitted to have under the Statutes. "Secretary" means the secretary of the Company and includes (subject to the Statutes) an assistant or deputy secretary, and any person appointed by the Board to perform any of the duties of the Secretary. 5 30841557/11/L "Statutes" means the Companies Acts and every other statute (including any orders, regulations or other subordinate legislation made under them) for the time being in force concerning companies and affecting the Company, and every statutory modification or re-enactment of the same for the time being in force. "UKLA" means the United Kingdom Listing Authority. "Uncertificated Share" means a share in the capital of the Company which is recorded on the Register as being held in uncertificated form and title to which may be transferred by means of a Relevant System. "United Kingdom" means Great Britain and Northern Ireland. "Working day" has the meaning given in section 1173 of the CA 2006. (b) For the purposes of these Articles: (i) references to "writing" include references to the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods (whether in hard copy form or electronic form) and "written" shall be construed accordingly; and (ii) references to the "giving", "sending" or "supplying" of any document or information to a person (which expressions shall be deemed to include such document or information being made available to, delivered to, deposited with or served upon a person) shall mean the giving, sending or supplying of any document or information by any means permitted by these Articles and "giving", "sending" or "supplying" shall be construed accordingly. (c) Unless the context otherwise requires: (i) words denoting the singular include the plural and vice versa; (ii) words denoting any gender include all other genders; (iii) any reference to "persons" includes individuals, bodies corporate, companies, partnerships, unincorporated associations, firms, trusts and all other legal entities. (d) Any reference to a statute, statutory provision or subordinate legislation shall be construed as referring to that statute, statutory provision or subordinate legislation as amended, modified, consolidated, re-enacted or replaced and in force from time to time. (e) Subject to paragraph (a) above and unless the context otherwise requires, all words and expressions which are defined in the Companies Acts shall have the same meanings in these Articles. (f) Headings are for convenience only and shall not affect the interpretation of these Articles. 6 30841557/11/L 1.3 Form of resolution Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective. 2 SHARE CAPITAL 2.1 Liability of Members The liability of the Members is limited to the amount, if any, unpaid on any shares held by them. 2.2 Shares with special rights Subject to the provisions of the Statutes and to any rights attached to existing shares or class of shares, any share may be issued with, or have attached to it, such rights and restrictions as the Company may by ordinary resolution determine. 2.3 Redeemable shares (a) Subject to the provisions of the Statutes and to any rights attached to any existing shares or classes of shares, shares may be issued which are to be redeemed or are liable to be redeemed at the option of the Company or the holder. (b) The Board may determine the terms, conditions and manner of redemption of shares provided that it does so before the shares are allotted. 2.4 Share warrants to bearer (a) The Company may issue share warrants in respect of any fully paid shares, stating that the bearer of the warrant is entitled to the shares specified in it and may provide (by coupons or otherwise) for the payment of future dividends on the shares included in a share warrant. Any share while represented by such a warrant shall be transferable by delivery of the warrant relating to it. (b) The Board may determine, and from time to time vary, the conditions on which share warrants to bearer shall be issued and, in particular, the conditions on which: (i) a new warrant or coupon shall be issued in place of one worn-out, defaced, lost or destroyed (but no new warrant shall be issued unless the Company is satisfied beyond reasonable doubt that the original has been destroyed); (ii) the bearer shall be entitled to receive notice of, and attend and vote at, general meetings; (iii) dividends or other moneys shall be paid; and (iv) a warrant may be surrendered and the name of the bearer entered in the Register in respect of the shares specified in the warrant. 7 30841557/11/L (c) The bearer of such a warrant shall be subject to the conditions for the time being in force in relation to the warrant, whether made before or after the issue of the warrant. Subject to those conditions and to the provisions of the Statutes, the bearer shall be deemed to be a Member and shall have the same rights and privileges as he would have if his name had been included in the Register as the holder of the shares comprised in the warrant. (d) The Company shall not be bound by or be compelled in any way to recognise any right in respect of the share represented by a share warrant other than the bearer's absolute right to the warrant. 3 VARIATION OF RIGHTS 3.1 Variation of rights If at any time the share capital of the Company is divided into shares of different classes, any of the rights for the time being attached to any class of shares may be varied or abrogated (whether or not the Company is being wound up) in such manner (if any) as may be provided by those rights or, if no such provision is made, either: (a) with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class; or (b) with the authority of a special resolution passed at a separate general meeting of the holders of those shares. 3.2 Class meetings The provisions of these Articles relating to general meetings of the Company or to the proceedings at general meetings shall apply, mutatis mutandis, to every meeting of the holders of any class of shares, except that: (a) the quorum at any such meeting (other than an adjourned meeting) shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question; (b) at an adjourned meeting the quorum shall be one person holding shares of the class in question or his proxy; (c) every holder of shares of the class shall, on a poll, have one vote in respect of every share of the class held by him; and (d) a poll may be demanded by any one holder of shares of the class whether present in person or by proxy. (e) for the purposes of this Article, where a person is present by proxy or proxies he is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights. 3.3 Deemed variation Unless otherwise expressly provided by these Articles or the rights attached to any class of shares, those rights shall not be deemed to be varied or abrogated by the creation or 8 30841557/11/L 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. 4 ALTERATION OF SHARE CAPITAL 4.1 Shares created by the alteration of the Company’s share capital All shares created by the increase of the Company’s share capital, by consolidation, division or sub-division of its share capital or the conversion of stock into paid-up shares shall be subject to all the provisions of these Articles and shall also be unclassified (unless otherwise provided by these Articles, by the resolution creating the shares or by the terms of allotment of the shares). 4.2 Fractions (a) Whenever as a result of a consolidation or sub-division of shares any Member would become entitled to a fraction of a share, the Board may on behalf of the Members deal with the fractions as it thinks fit. In particular, but without limitation, the Board may sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the Statutes, the Company) and distribute the net proceeds of sale in due proportion among those Members (except that any amount otherwise due to a Member, being less than £3 or such other sum as the Board may from time to time determine, may be retained for the benefit of the Company). (b) To give effect to a sale under paragraph (a) above, the Board may: (i) if the share is a Certificated Share, authorise any person to execute an instrument of transfer in respect of the share to, or in accordance with the directions of, the buyer; or (ii) if the share is an Uncertificated Share, exercise any of the Company's powers under Article 7.5 to effect the sale of the share to, or in accordance with the directions of, the buyer. The buyer shall not be bound to see to the application of the purchase money nor shall his title be affected by any irregularity in, or invalidity of, the proceedings relating to the sale. 5 SHARES 5.1 New shares Subject to the Statutes, these Articles and any resolution of the Company, the Board may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise deal with or dispose of any new shares to such persons, at such times and generally on such terms as the Board may decide. 5.2 Power to pay commission and brokerage The Company may, in connection with the issue of any shares, exercise all powers of paying commission and brokerage conferred or permitted by the Statutes. Subject to the provisions of the Statutes, any such commission or brokerage may be satisfied by the 9 30841557/11/L payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other. 5.3 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 of the share 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 think fit to impose. 5.4 Trusts not recognised Except as required by law or these Articles, 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 to recognise (even when having notice of it) any interest in or in respect of any share, except the holder's absolute right to the entirety of the share. 6 DISCLOSURE OF INTERESTS 6.1 Section 793 notice If a holder of, or any other person appearing to be interested in, any shares has been issued with a notice by the Company pursuant to section 793 of the CA 2006 (a "Section 793 Notice") and has failed in relation to any shares (the "Default Shares") to comply with the Section 793 Notice within 14 days from the service of the notice, the restrictions set out in Article 6.2 shall apply. 6.2 Restrictions The restrictions referred to in Article 6.1 are as follows: (a) the holder of the Default Shares shall not be entitled in respect of the Default Shares to be present or to vote (either in person or by proxy) at any general meeting of the Company or at any separate meeting of the holders of any class of shares; and (b) if the Default Shares represent 0.25 per cent or more in nominal value of the issued shares of their class, the holder of the Default Shares shall not be entitled in respect of the Default Shares: (i) to receive any dividend or other distribution; or (ii) other than an Exempt Transfer (as defined in Article 6.3 below) to transfer or agree to transfer any of those shares. 6.3 Exempt transfer For the purposes of this Article 6 an "Exempt Transfer" in relation to any shares means a transfer pursuant to: (a) a sale on a Recognised Investment Exchange or any other stock exchange outside the United Kingdom on which the Company's shares are normally traded; 10 30841557/11/L (b) a sale of the whole beneficial interest in the shares to a person whom the Board is satisfied is unconnected with the existing holder or with any other person appearing to be interested in the shares; or (c) a sale by way of or pursuant to acceptance of a takeover offer (as defined in section 974 of the CA 2006). 6.4 Removal of restrictions The restrictions referred to in Article 6.2 shall cease: (a) if they are waived, in whole or in part, by the Board; (b) if the Default Shares are transferred by means of an Exempt Transfer (but only in respect of the shares transferred); or (c) at the end of the period of 7 days (or such shorter period as the Board may determine) following due compliance with the Section 793 Notice to the satisfaction of the Board. 6.5 Interested persons (a) If a Section 793 Notice is given to a person, other than the holder, appearing to be interested in any shares, a copy shall at the same time be given to the holder, but the accidental omission to do so or the non-receipt of the copy by the holder shall not invalidate or otherwise affect the operation of this Article 6. (b) A person shall be treated as appearing to be interested in any share if the Company has given to the holder of the share a Section 793 Notice and: (i) the holder has named the person as being interested in the share; or (ii) after taking into account any response to a Section 793 Notice and any other relevant information, the Company knows or has reasonable cause to believe that the person in question is, or may be, interested in the share. (c) For the purpose of this Article 6, "interested" shall be construed in accordance with section 820 of the CA 2006. 6.6 Powers under section 794 Nothing in this Article 6 shall be taken to limit the powers of the Company under section 794 of the CA 2006. 6.7 Entitlement to withheld distributions If any dividend or other distribution is withheld under Article 6.2(b)(i), the Member shall be entitled to receive it (without interest) as soon as practicable after the restriction ceases to apply. 11 30841557/11/L 6.8 Restrictions apply to new shares Any new shares issued in right of any shares subject to restrictions under Article 6.2 shall also be subject to the same restrictions. 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 when such shares are issued. 7 UNCERTIFICATED SHARES 7.1 Uncertificated shares Pursuant to and subject to the Regulations, the Board may permit shares of any class to be held in uncertificated form and to be transferred or otherwise dealt with by means of a Relevant System, and may revoke any such permission. 7.2 Disapplication of inconsistent articles Any provisions of these Articles shall not apply to any shares for the time being held in uncertificated form to the extent that the provisions are inconsistent with: (a) the holding of shares in uncertificated form; (b) the transfer of title to shares by means of a Relevant System; or (c) the Regulations. 7.3 General powers (a) The Board may make such arrangements or regulations (if any) as it may from time to time in its absolute discretion think fit in relation to the evidencing, issue and transfer of Uncertificated Shares and otherwise for the purpose of implementing and/or supplementing the provisions of this Article 7 and the Regulations and the facilities and requirements of the Relevant System, and such arrangements and regulations shall have the same effect as if set out in this Article 7. (b) The Company may use the Relevant System in which any of its shares are held to the fullest extent available from time to time in the exercise of any of its powers or functions under the Statutes or these Articles or otherwise in effecting any actions. (c) For the purpose of effecting any action by the Company, the Board may determine that Uncertificated Shares held by a person shall be treated as a separate holding from Certificated Shares held by that person. 7.4 Not separate class Shares in a particular class shall not form a separate class of shares from other shares in that class because they are held in uncertificated form. 12 30841557/11/L 7.5 Power of sale etc Where the Company is entitled under any provision of the Regulations, any other Statutes or these Articles to forfeit, accept the surrender of, enforce a lien over, sell, transfer or otherwise dispose of any Uncertificated Share, such entitlement (to the extent permitted by the Regulations and other Statutes and the facilities and requirements of the Relevant System) shall include the right: (a) to require the holder of that Uncertificated Share, by notice in writing, to change that share into certificated form within the period specified in the notice and to hold that share in certificated form so long as required by the Company; (b) to require the holder of that Uncertificated Share, by notice in writing, to give any instructions necessary to transfer title to that share by means of the Relevant System within the period specified in the notice; (c) to require the holder of that Uncertificated Share, by notice in writing, to appoint any person to take any step, including without limitation the giving of any instruction by means of the Relevant System, necessary to transfer that share within the period specified in the notice; and (d) to take any other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or to enforce a lien in respect of that share. 8 SHARE CERTIFICATES 8.1 Entitlement to certificate On becoming the holder of any Certificated Share, every Member (except a financial institution as defined in section 778(2) of the CA 2006) shall be entitled, without payment, to receive one certificate for all the Certificated Shares of each class held by him. Shares of different classes shall not be included in the same certificate. If the Member transfers part of the shares represented by a certificate, or elects to hold part in uncertificated form, he shall be entitled, without payment, to receive a new certificate for the balance of those shares. 8.2 Form of certificate Every share certificate shall: (a) be issued under seal or signed by at least one Director and the Secretary or by at least two Directors (which may include any signature applied mechanically or electronically) or in such other manner as the Board may approve; and (b) specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up on the shares. 8.3 Joint holders In the case of joint holders, the Company shall not be bound to issue more than one certificate for all shares in any particular class registered in their joint names, and delivery of a certificate to any one of the joint holders shall be sufficient delivery to all. 13 30841557/11/L 8.4 Replacement certificates If a share certificate is damaged, defaced or worn-out or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued on compliance with such conditions as to evidence, indemnity and security for such indemnity and on the payment of any exceptional out-of-pocket expenses of the Company in connection with the request as the Board may think fit and, in the case of defacement or wearing out, on delivery up of the old certificate. 9 LIEN ON SHARES 9.1 Lien on partly paid shares The Company shall have a first and paramount lien on every share which is not fully paid, for all amounts payable (whether or not due) in respect of that share. The lien shall extend to every amount (including, without limitation, dividends) payable in respect of that share. The Board may waive any lien which has arisen and may declare any share to be wholly or partly exempt from this Article 9. 9.2 Enforcement of lien The Company may sell any share subject to a lien in such manner as the Board may decide if an amount in respect of which the lien exists is due and is not paid within 14 days after a notice has been given to the holder of the share, or any person entitled to it by transmission, demanding payment of that amount and stating that the share may be sold if the notice is not complied with. 9.3 Giving effect to sale To give effect to a sale under Article 9.2, the Board may: (a) if the share is a Certificated Share, authorise any person to execute an instrument of transfer in respect of the share to, or in accordance with the directions of, the buyer; or (b) if the share is an Uncertificated Share, exercise any of the Company's powers under Article 7.5 to effect the sale of the share to, or in accordance with the directions of, the buyer. The buyer shall not be bound to see to the application of the purchase money nor shall his title be affected by any irregularity in, or invalidity of, the proceedings relating to the sale. 9.4 Application of sale proceeds The net proceeds of any sale of a share pursuant to this Article 9, after payment of costs, shall be applied in or towards satisfaction of the amount due and any residue shall (subject to a like lien for any amounts not presently due as existed on the share before the sale and, if the share is a Certificated Share, upon the surrender of the share certificate) be paid to the holder or person entitled by transmission to the share immediately before the sale. 14 30841557/11/L 10 CALLS ON SHARES 10.1 Power to make calls Subject to the terms of allotment, the Board may make calls on the Members in respect of any amounts unpaid on their shares (whether in respect of nominal amount or premium) and each Member shall (subject to receiving at least 14 Clear Days' notice specifying when and where payment is to be made) pay to the Company the amount called on his shares as required by the notice. A call may be revoked or postponed in whole or in part as the Board may decide. A call may be made payable in one sum or by instalments. 10.2 Time when call made A call shall be deemed to be made at the time when the resolution of the Board authorising that call is passed. 10.3 Transfer A person on whom a call is made shall remain liable for it notwithstanding the subsequent transfer of the share in respect of which the call is made. 10.4 Joint holders The joint holders of a share shall be jointly and severally liable for the payment of all calls in respect of that share. 10.5 Interest on calls If a call is not paid in full on or before the due date for payment, the person from whom it is due shall pay interest on the amount unpaid, from the due date for payment to the date of actual payment, at such rate (not exceeding 15 per cent per annum) as the Board may decide. The Board may waive payment of the interest in whole or in part. 10.6 Rights suspended when calls unpaid Unless the Board otherwise decides, a Member shall not be entitled to attend or vote, either in person or by proxy, at any general meeting of the Company or to exercise any other right as a Member in respect of any share held by him unless and until all calls and other sums presently payable by him in respect of that share have been paid. 10.7 Deemed calls A sum which, by the terms of allotment of a share, is payable on allotment or at a fixed time, or by instalments at fixed times, shall for all purposes of these Articles be deemed to be a call duly made and payable on the date or dates fixed for payment and, in case of non-payment, these Articles shall apply as if that sum had become payable by virtue of a call. 15 30841557/11/L 10.8 Power to differentiate On any issue of shares the Board may make arrangements for a difference between the allottees or holders of the shares in the amounts and times of payment of calls on their shares. 10.9 Payment of calls in advance The Board may, if it thinks fit, receive all or any part of the amounts payable on a share beyond the sum actually called up on it if the holder is willing to make payment in advance. Such payment in advance shall extinguish the liability on the share in respect of which it is made to the extent of the payment. The Board may pay interest on sums paid in advance (until such sums would otherwise be due) at such rate as may be agreed between the Board and the Member paying the sum in advance. 11 FORFEITURE OF SHARES 11.1 Notice of unpaid calls or instalments If a call or instalment remains unpaid on any share, in whole or in part, after the due date for payment, the Board may give a notice to the holder requiring him to pay so much of the call or instalment as remains unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall: (a) state a further day, being not less than 14 days from the date of the notice, on or before which payment is to be made; (b) name the place where payment is to be made; and (c) state that, if the notice is not complied with, the share in respect of which the call was made or instalment is payable will be liable to be forfeited. 11.2 Forfeiture for non-compliance If the requirements of a notice given under Article 11.1 are not complied with, any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Board. The forfeiture shall include all dividends declared and other sums payable in respect of the forfeited share and not actually paid before the forfeiture. 11.3 Notice after forfeiture If a share is forfeited, notice of the forfeiture shall be given to the person who was the holder of the share or (as the case may be) the person entitled to the share by transmission, and an entry that notice of the forfeiture has been given, with the relevant date, shall be made in the Register, but no forfeiture shall be invalidated by any omission to give such notice or to make such entry. 11.4 Surrender The Board may accept a surrender of any share liable to be forfeited. A surrendered share shall be treated as if it had been forfeited for the purposes of these Articles. 16 30841557/11/L 11.5 Power to annul forfeiture The Board may, at any time before the forfeited share has been sold, re-allotted or otherwise disposed of, annul the forfeiture upon payment of all calls and interest due on the share and all expenses incurred in respect of the share, and on such further terms (if any) as the Board thinks fit. 11.6 Disposal of forfeited shares Subject to the Statutes, every share which is forfeited shall become the property of the Company and may be sold, re-allotted or otherwise disposed of (either to the person who was before the forfeiture the holder of the share or to any other person) upon such terms and in such manner as the Board shall decide. 11.7 Giving effect to disposal To give effect to a sale, re-allotment or disposal under Article 11.6, the Board may: (a) if the share is a Certificated Share, authorise any person to execute an instrument of transfer in respect of the share to, or in accordance with the directions of, the buyer; or (b) if the share is an Uncertificated Share, exercise any of the Company's powers under Article 7.5 to effect the sale of the share to, or in accordance with the directions of, the buyer. The buyer shall not be bound to see to the application of the purchase money nor shall his title be affected by any irregularity in, or invalidity of, the proceedings relating to the sale. 11.8 Effect of forfeiture A person whose share has been forfeited shall cease to be a Member in respect of the forfeited share and shall, if the share is a Certificated Share, surrender the share certificate to the Company for cancellation. The person shall remain liable (unless payment is waived in whole or in part by the Board) to pay to the Company all sums payable by him on or in respect of that share at the time of forfeiture, together with interest from the time of forfeiture until payment at such rate as the board shall decide, in the same manner as if the share had not been forfeited. He shall also be liable to satisfy all the claims and demands (if any) which the Company has enforced in respect of the share at the time of forfeiture. No deduction or allowance shall be made for the value of the share at the time of forfeiture or for any consideration received on its disposal. 11.9 Evidence of forfeiture A statutory declaration by a Director or the Secretary that a share has been forfeited or surrendered on a specified date shall, as against all persons claiming to be entitled to the share, be conclusive evidence of the facts stated in it and shall (subject to the execution of any necessary transfer, or transfer by means of the Relevant System, as the case may be) constitute a good title to the share. 17 30841557/11/L 12 TRANSFER OF SHARES 12.1 Right to transfer shares Subject to the restrictions in these Articles, a Member may transfer all or any of his shares in any manner which is permitted by the Statutes and is from time to time approved by the Board. 12.2 Transfers of uncertificated shares (a) The Company shall register the transfer of any Uncertificated Shares in accordance with the Regulations and other Statutes. (b) Where permitted by the Regulations and other Statutes, the Board may, in its absolute discretion and without giving any reason for its decision, refuse to register any transfer of an Uncertificated Share. 12.3 Transfers of certificated shares (a) An instrument of transfer of a Certificated Share may be in any usual form or in any other form which the Board may approve and shall be signed by or on behalf of the transferor and (except in the case of a fully paid share) by or on behalf of the transferee. An instrument of transfer need not be under seal. (b) The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect of it. (c) Subject to Article (d) below, the Board may, in its absolute discretion and without giving any reason, refuse to register any transfer of a Certificated Share unless: (i) it is in respect of a share which is fully paid up; (ii) the instrument of transfer is left at the Office, or at such other place as the Board may decide, for registration; (iii) the instrument of transfer is accompanied by the certificate for the shares to be transferred and such other evidence (if any) as the Board may reasonably require to prove the title of the intending transferor or his right to transfer the shares; (iv) the instrument of transfer is duly stamped (if so required); (v) it is in respect of only one class of shares; and (vi) it is in favour of not more than four transferees. (d) In the case of a class of shares which has been admitted to the official list of UKLA or to trading on AIM, the Board shall not refuse to register a transfer if the refusal would prevent dealings in those shares from taking place on an open and proper basis. (e) In the case of a transfer by a Recognised Clearing House (or nominee of a Recognised Clearing House) or a Recognised Investment Exchange, the 18 30841557/11/L lodgement of a share certificate will only be necessary if and to the extent that a certificate has been issued in respect of the share in question. 12.4 Notice of refusal to register If the Board refuses to register a transfer of a share it shall give notice to the transferee of the refusal (together with reasons for the same) as soon as practicable and in any event within two months after the date on which the instrument of transfer was lodged with the Company or the operator-instruction (as defined in the Regulations) was received, as the case may be. 12.5 No fee payable on registration No fee shall be charged for registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share. 12.6 Retention of transfers The Company shall be entitled to retain an instrument of transfer which is registered, but an instrument of transfer which the Board refuses to register shall (except in the case of fraud or suspicion of fraud) be returned to the person presenting it. 13 TRANSMISSION OF SHARES 13.1 Transmission on death If a Member dies, the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his shares. Nothing in these Articles shall release the estate of a deceased Member (whether a sole or joint holder) from any liability in respect of any share held by him. 13.2 Elections permitted (a) A person becoming entitled by transmission to a share may, on production of any evidence as to his entitlement as the Board may require, elect either to become the holder of the share or to have another person nominated by him registered as the transferee. (b) If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered and the share is a Certificated Share, he shall execute an instrument of transfer of the share to that person. If he elects to have another person registered and the share is an Uncertificated Share, he shall take any action the Board may require (including, without limitation, the execution of any document and the giving of any instruction by means of a Relevant System) to effect transfer of the share to that person. (c) All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer or other document or action as if it were a transfer effected by the Member from whom the title by transmission is derived and the event giving rise to the transmission had not occurred. 19 30841557/11/L 13.3 Board may require election The Board may at any time send a notice requiring any person becoming entitled by transmission to a share to elect either to be registered himself or to transfer the share. If after 60 days the notice has not been complied with, the Board may withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with. 13.4 Rights of persons entitled by transmission A person becoming entitled by transmission to a share shall, on production of any evidence as to his entitlement as the Board may require and subject to Article 13.3, have the right to receive and give a discharge for any dividends or other moneys payable in respect of the share and shall have the same rights in relation to the share as he would have if he were the holder except that, until he becomes registered as the holder of the share, he shall not be entitled to receive notice of or to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares of the Company. 14 GENERAL MEETINGS 14.1 Annual general meetings Subject to the Statutes, annual general meetings shall be held at such time and place as the Board may determine. 14.2 General meetings The Board may convene other general meetings whenever, and at such time and place, as it thinks fit. The Board shall also convene a general meeting on the requisition of Members pursuant to the Statutes. 14.3 Insufficient directors to convene meeting If there are insufficient Directors in the United Kingdom to convene a general meeting, any Director or any two Members may convene a general meeting. 15 NOTICE OF GENERAL MEETINGS 15.1 Period of notice An annual general meeting shall be called by at least 21 Clear Days' notice. All other general meetings shall be called by at least 14 Clear Days' notice. 15.2 Short notice Subject to the provisions of the Statutes, a general meeting may be convened by shorter notice than that specified in Article 15.1, if it is so agreed: (a) in the case of an annual general meeting, by all the Members entitled to attend and vote at the meeting; and 20 30841557/11/L (b) in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right. 15.3 Contents of notice The notice shall specify: (a) whether the meeting is an annual general meeting or a general meeting; (b) the place, the date and the time of the meeting and the general nature of the business to be dealt with; (c) in the case of any resolution to be proposed as a special resolution, the text of the resolution and a statement of the intention to propose the resolution as such and, in the case of any other special business, the general nature of that business; and (d) with reasonable prominence, that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and vote instead of him and that a proxy need not also be a Member. 15.4 Recipients of notice The notice shall be given to all Members (other than any who, under the provisions of these Articles or of any restrictions imposed on any shares, are not entitled to receive such notice from the Company) and to each Director and the Auditors. 15.5 Entitlement to attend and vote (a) For the purposes of determining which persons are entitled to attend and/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. (b) In calculating the period of 48 hours referred to in this Article, the Board may specify in any case that no account shall be taken of any part of a day that is not a working day. 15.6 Special business All business that is transacted at a general meeting shall be deemed special, except the following transactions at an annual general meeting: (a) declaring dividends; (b) considering and adopting the annual accounts, the reports of the Directors and Auditors and other documents required to be annexed to the annual accounts; (c) appointing Auditors and fixing the remuneration of the Auditors or determining the manner in which such remuneration is to be fixed; or 21 30841557/11/L (d) appointing or re-appointing Directors. 15.7 Omission to send notice Subject to the Companies Acts, the accidental omission to send a notice of meeting or a form of proxy or any other document relating to a meeting to, or the non-receipt of the notice, form of proxy or other document by, any person entitled to receive the same shall not invalidate the proceedings at that meeting. 16 PROCEEDINGS AT GENERAL MEETINGS 16.1 Quorum (a) No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. (b) Except as otherwise provided by these Articles two persons entitled to vote upon the business to be transacted, each being a Member or a proxy for a Member or a duly authorised representative of a corporation, shall be a quorum. (c) If within five minutes from the time fixed for holding a general meeting (or such longer interval, not exceeding thirty minutes, as the chairman may decide) a quorum is not present, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case, the meeting shall stand adjourned to such time and place as the chairman of the meeting (or, in default, the Board) may determine. (d) If at an adjourned meeting a quorum is not present within fifteen minutes from the time fixed for holding the meeting, the meeting shall be dissolved. 16.2 Security The Board may from time to time make any security arrangements which it considers appropriate relating to the holding of a general meeting of the Company including, without limitation, arranging for any person attending a meeting to provide proof of identity, to be searched and for items of personal property which may be taken into a meeting to be restricted. A Director or the Secretary may: (a) refuse entry to a meeting to any person who refuses to comply with any such arrangements; and (b) eject from a meeting any person who causes the proceedings to become disorderly. 16.3 Chairman At each general meeting, the chairman of the Board (if any) or, if he is absent or unwilling, the deputy chairman of the Board (if any) shall preside as chairman of the meeting. If neither the chairman nor deputy chairman is present and willing, one of the other Directors selected for the purpose by the Directors present (or, if only one Director is present and willing, that Director) shall preside as chairman of the meeting. If no Director is present within fifteen minutes after the time fixed for holding the meeting or if none of the Directors is willing to preside as chairman of the meeting, the Members 22 30841557/11/L present in person or by proxy and entitled to vote shall choose a Member to preside as chairman of the meeting. 16

Articles of Incorporation.pdf

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