Exhibit 1.3
No. 4031152
The Companies Act 1985
Public company limited by shares
Articles of Association
adopted by Special Resolution passed on 25 July 2005
adopted by Special Resolution passed on 25 July 2005
of
National Grid plc*
(incorporated on 11 July 2000)
Linklaters
One Silk Street
London EC2Y 8HQ
London EC2Y 8HQ
Phone: (44-20) 7456 2000
Fax: (44-20) 7456 2222
Fax: (44-20) 7456 2222
* A special resolution is proposed at the Annual General Meeting on 25 July 2005 to change National Grid Transco plc’s name to National Grid plc
Contents
Article number | Page | |||||||
Introduction | ||||||||
Table A and other standard regulations do not apply | 1 | 1 | ||||||
The meaning of the Articles | 2 | 1 | ||||||
Share capital | ||||||||
The form of our share capital | 3 | 5 | ||||||
Changing capital | ||||||||
The power to increase capital | 4 | 5 | ||||||
Applying the Articles to new shares | 5 | 5 | ||||||
The power to change capital | 6 | 5 | ||||||
Fractions of shares | 7 | 5 | ||||||
The power to reduce capital | 8 | 6 | ||||||
Buying back shares | 9 | 6 | ||||||
Shares | ||||||||
The special rights of new shares | 10 | 7 | ||||||
The Directors’ power to deal with shares | 11 | 7 | ||||||
Power to pay commission and brokerage | 12 | 7 | ||||||
Renouncing allotted but unissued shares | 13 | 8 | ||||||
No trusts or similar interests recognised | 14 | 8 | ||||||
Uncertificated shares | ||||||||
Uncertificated shares | 15 | 8 | ||||||
Share certificates | ||||||||
Certificates | 16 | 9 | ||||||
Replacement share certificates | 17 | 10 | ||||||
Changing shares rights | ||||||||
Changing the special rights of shares | 18 | 10 | ||||||
More about the special rights of shares | 19 | 11 | ||||||
Transferring shares | ||||||||
Transfer forms | 20 | 11 | ||||||
Transferring shares in certificated form | 21 | 11 | ||||||
Refusing to register certain transfers | 22 | 12 | ||||||
Closing the Register | 23 | 12 | ||||||
Overseas branch registers | 24 | 12 | ||||||
More provisions on uncertificated shares | 25 | 12 |
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Article number | Page | |||||||
People automatically entitled to shares by law | ||||||||
If a shareholder dies | 26 | 13 | ||||||
Registering personal representatives | 27 | 13 | ||||||
A person who wants to be registered must give notice | 28 | 13 | ||||||
Transfers by a person who is automatically entitled to a share by law | 29 | 13 | ||||||
The rights of people automatically entitled to shares by law | 30 | 13 | ||||||
Shareholders who cannot be traced | ||||||||
Shareholders who cannot be traced | 31 | 14 | ||||||
General Meetings | ||||||||
The Annual General Meeting | 32 | 15 | ||||||
Extraordinary General Meetings | 33 | 15 | ||||||
Calling an Extraordinary General Meeting | 34 | 15 | ||||||
Notice of General Meetings | 35 | 15 | ||||||
Class meetings | 36 | 17 | ||||||
Moving a General Meeting at short notice | 37 | 17 | ||||||
Proceedings at General Meetings | ||||||||
The chairman of a General Meeting | 38 | 17 | ||||||
Security and other arrangements at General Meetings | 39 | 18 | ||||||
Overflow meeting rooms | 40 | 18 | ||||||
The quorum needed for General Meetings | 41 | 18 | ||||||
The procedure if there is no quorum | 42 | 19 | ||||||
Adjourning General Meetings | 43 | 19 | ||||||
Amending resolutions | 44 | 20 | ||||||
Proxies and Directors speaking at General Meetings | 45 | 20 | ||||||
Voting procedures | ||||||||
All votes decided on a poll | 46 | 20 | ||||||
How a poll is taken | 47 | 21 | ||||||
Timing of a poll | 48 | 21 | ||||||
The chairman’s casting vote | 49 | 22 | ||||||
The effect of a declaration by the chairman | 50 | 22 | ||||||
Voting rights | ||||||||
The votes of shareholders | 51 | 22 | ||||||
Shareholders who owe us money | 52 | 22 | ||||||
Votes of shareholders who are of unsound mind | 53 | 23 | ||||||
The votes of joint holders | 54 | 23 | ||||||
Restrictions on shareholder voting | ||||||||
Suspending shareholder rights on non-disclosure of interest | 55 | 23 |
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Article number | Page | |||||||
Proxies | ||||||||
Completing proxy forms | 56 | 25 | ||||||
Delivering completed proxy forms | 57 | 26 | ||||||
Cancelling a proxy’s authority | 58 | 26 | ||||||
Representatives of companies | 59 | 27 | ||||||
Challenging votes | 60 | 27 | ||||||
Directors | ||||||||
The number of Directors | 61 | 27 | ||||||
Qualification to be a Director | 62 | 27 | ||||||
Directors’ fees | 63 | 28 | ||||||
Special pay | 64 | 28 | ||||||
Directors’ expenses | 65 | 28 | ||||||
Directors’ pensions and other benefits | 66 | 28 | ||||||
Appointing Directors to various posts | 67 | 29 | ||||||
Changing Directors | ||||||||
Age limits | 68 | 29 | ||||||
Retiring Directors | 69 | 30 | ||||||
Eligibility for re-election | 70 | 30 | ||||||
Re-electing a Director who is retiring | 71 | 30 | ||||||
Electing two or more Directors | 72 | 30 | ||||||
People who can be Directors | 73 | 30 | ||||||
Filling vacancies and appointing extra Directors | 74 | 31 | ||||||
Removing and appointing Directors by an ordinary resolution | 75 | 31 | ||||||
When Directors are disqualified | 76 | 31 | ||||||
Directors’ meetings | ||||||||
Directors’ meetings | 77 | 32 | ||||||
Who can call Directors’ meetings? | 78 | 32 | ||||||
How Directors’ meetings are called | 79 | 32 | ||||||
Quorum | 80 | 32 | ||||||
The chairman of Directors’ meetings | 81 | 33 | ||||||
Voting at Directors’ meetings | 82 | 33 | ||||||
Directors’ meetings by video conference and phone | 83 | 33 | ||||||
Resolutions in writing | 84 | 33 | ||||||
The validity of Directors’ actions | 85 | 34 | ||||||
Directors’ interests | ||||||||
Directors’ interests in transactions with us | 86 | 34 | ||||||
When Directors can vote on things they have an interest in | 87 | 35 | ||||||
More about Directors’ interests | 88 | 36 | ||||||
Minutes | ||||||||
Minutes | 89 | 37 |
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Article number | Page | |||||||
Directors’ committees | ||||||||
Delegating powers to committees | 90 | 37 | ||||||
Committee procedure | 91 | 37 | ||||||
Directors’ powers | ||||||||
The power to appoint attorneys and agents | 92 | 38 | ||||||
Local boards | 93 | 38 | ||||||
Using the title ‘Director’ | 94 | 38 | ||||||
Signatures on cheques | 95 | 39 | ||||||
Borrowing powers | 96 | 39 | ||||||
Borrowing restrictions | 97 | 39 | ||||||
Alternate directors | ||||||||
Alternate directors | 98 | 43 | ||||||
The Company Secretary | ||||||||
The Company Secretary | 99 | 44 | ||||||
The Seal | ||||||||
The Seal | 100 | 44 | ||||||
Authenticating documents | ||||||||
Establishing that documents are genuine | 101 | 45 | ||||||
Reserves | ||||||||
Setting up reserves | 102 | 46 | ||||||
Dividends | ||||||||
Final dividends | 103 | 46 | ||||||
Fixed and interim dividends | 104 | 46 | ||||||
Dividends not in cash | 105 | 46 | ||||||
Deducting amounts owing from dividends and other money | 106 | 47 | ||||||
Payments to shareholders | 107 | 47 | ||||||
Record dates for payments and other matters | 108 | 48 | ||||||
Dividends which are not claimed | 109 | 48 | ||||||
Waiver of dividends | 110 | 48 | ||||||
Capitalising reserves | ||||||||
Capitalising reserves | 111 | 48 | ||||||
Scrip dividends | ||||||||
Shareholders can be offered the right to receive scrip dividends (extra shares instead of cash dividends) | 112 | 49 | ||||||
Accounts | ||||||||
Accounting and other records | 113 | 51 |
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Article number | Page | |||||||
The location and inspection of records | 114 | 51 | ||||||
Sending copies of accounts and other documents | 115 | 51 | ||||||
Auditors | ||||||||
Acts of Auditors | 116 | 52 | ||||||
Auditors at General Meetings | 117 | 52 | ||||||
Notices | ||||||||
Serving and delivering notices and other documents | 118 | 52 | ||||||
Notices to joint holders | 119 | 53 | ||||||
Notices for shareholders with foreign addresses | 120 | 53 | ||||||
When notices are served or considered to be served | 121 | 53 | ||||||
Serving notices and documents on shareholders who have died, are bankrupt or of unsound mind | 122 | 54 | ||||||
If documents are accidentally not sent | 123 | 54 | ||||||
When entitlement to notices stops | 124 | 54 | ||||||
Signing documents | 125 | 54 | ||||||
Electronic communication | 126 | 55 | ||||||
Statutory requirements for notices | 127 | 55 | ||||||
Winding up | ||||||||
Directors’ power to petition | 128 | 55 | ||||||
Distributing assets in kind | 129 | 56 | ||||||
Destroying documents | ||||||||
Destroying documents | 130 | 56 | ||||||
Indemnity and insurance | ||||||||
Indemnity and insurance | 131 | 57 | ||||||
The ADR Depositary | ||||||||
ADR definitions | 132 | 58 | ||||||
The ADR Depositary can appoint proxies | 133 | 58 | ||||||
The ADR Depositary must keep a Proxy Register | 134 | 59 | ||||||
Appointed Proxies can only attend General Meetings if properly appointed | 135 | 59 | ||||||
Rights of Appointed Proxies | 136 | 59 | ||||||
Sending information to an Appointed Proxy | 137 | 59 | ||||||
Paying dividends to an Appointed Proxy | 138 | 59 | ||||||
The Proxy Register can be fixed at a certain date | 139 | 59 | ||||||
The nature of an Appointed Proxy’s interest | 140 | 60 | ||||||
Validity of the appointment of Appointed Proxies | 141 | 60 | ||||||
Glossary | 66 |
- v -
Company number: 4031152
The Companies Act 1985
Public company limited by shares
Articles of Association
(Adopted by a Special Resolution passed on 25 July 2005)
of
National Grid plc*
(incorporated on 11 July 2000)
(* A special resolution is proposed at the Annual General Meeting on 25 July 2005 to change
National Grid Transco plc’s name to National Grid plc)
National Grid Transco plc’s name to National Grid plc)
Introduction
1 | Table A and other standard regulations do not apply | |
1.1 | The regulations in Table A of the Companies (Tables A to F) Regulations 1985 (which set out model articles of association), and any similar regulations in theCompanies Act, do not apply tous. | |
2 | The meaning of the Articles | |
2.1 | The following table gives the meaning of certain words and phrases as they are used in theseArticles. However, the meaning given in the table does not apply if it is inconsistent with the context in which a word or phrase appears. After theArticlesthere is a glossary which explains various words and expressions. The glossary also explains some of the words in theMemorandum. But the glossary is not part of theMemorandumorArticles, and it does not affect their meaning. The words which are explained in the table below, or in specificArticles, are printed inboldand those which are explained in the Glossary are printed initalics. |
Words | Definitions | |||
alternate director | A person appointed by aDirectorto act in their place. | |||
Annual General Meeting | The annual meeting ofour shareholderswhichwehold to comply with theseArticlesand thelaw. | |||
Articles | OurArticles of Association, which set outour company’s rules, and any changes made to them. |
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Words | Definitions | |||
Auditors | Ourauditors, an independent firm of accountants which examinesourrecords and financial statements. | |||
Board | Our BoardofDirectors, or thoseDirectorsattending aDirectors’meeting that has been properly convened (arranged) and which has aquorum. | |||
business day | A day which is not a Saturday, Sunday or a public holiday in England. | |||
class meeting | A meeting of the holders of a relevant class ofshares. | |||
clear days | This period of a notice is the number of days between, but not including, the day when the notice is given or deemed (considered) to be given and the day for which it is given or on which it is to take effect. | |||
committee | A committee of theBoard, appointed with powers delegated in line with Article 90. | |||
Companies Act | The Companies Act 1985. | |||
company representative | A person, authorised by acompanywhich is ashareholderto act as thecompany’srepresentative at aGeneral Meetingorclass meetingthecompanyis entitled to attend. | |||
CREST Regulations | The Uncertificated Securities Regulations 2001. | |||
Director | A Director ofNG. | |||
electronic mail | Includes any electronic transmission in any form through any medium (including transmission through the internet or by fax). | |||
existing shares(of any kind) | Shareswhich are inissueat the relevant time. | |||
General Meetingormeeting | A meeting ofour shareholders, which is anAnnual General Meetingor an Extraordinary General Meeting, as set out in Article 32 and Article 33. | |||
in writing | Written by hand or produced by any substitute for writing including, where thelawpermits,electronic communication. | |||
law | TheCompanies Act, and all other laws and regulations applying toNG(including theUKLA’srules) orour shareholdersas the case may be. | |||
London Stock Exchange | The London Stock Exchange plc. | |||
Memorandum | The Memorandum of Association ofNG. | |||
NG | National Grid plc. | |||
operator | CRESTCO Limited or any other operator of arelevant systemunder theCREST Regulations. |
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Words | Definitions | |||
paid up shareorother security | Includes ashareor other security which is treated (credited) as paid up. | |||
pay | Includes any kind of reward or payment for services. | |||
Procedural Resolution | A resolution at aGeneral Meetingwhich in the chairman’s opinion is of a procedural nature (such as a resolution on the choice of a chairman of theGeneral Meeting, a resolution toadjourntheGeneral Meetingor a resolution to correct an obvious error in aSubstantive Resolution). | |||
Register | Ourregister ofmembers. | |||
registered office | Ourregistered office. | |||
seal | OurCommon Seal, or any official sealwekeep under Section 40 of theCompanies Act(called asecurities seal). | |||
shareholder | A holder ofour shares. | |||
shareholder’s meeting | Includes both aGeneral Meetingand aclass meetingofNG. | |||
shares | Ourordinary shares of 10p each or any other class ofourshares which are created. | |||
Substantive Resolution | Any resolution at aGeneral Meeting, other than aProcedural Resolution. | |||
UK Listing AuthorityorUKLA | The Financial Services Authority acting in its capacity as the competent authority for the purposes of the Financial Services and Markets Act 2000. | |||
United Kingdom | Great Britain and Northern Ireland. | |||
we, us, our | National Grid plc. |
2.2 | References to adebentureincludedebenture stockand references to adebenture holder include adebenture stockholder. | |
2.3 | Where theArticlesrefer to a person who isautomatically entitled to a share by law, this includes a person who is entitled to theshareas a result of the death, or bankruptcy, of ashareholder. | |
2.4 | Words which refer to a single number also refer to plural numbers, and the other way around. | |
2.5 | Words which refer to males also refer to females, and to companies and so on. | |
2.6 | References to a person or people include companies,unincorporated associationsand so on. | |
2.7 | Any headings in theseArticlesare only included for convenience. They do not affect the meaning of theArticles. |
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2.8 | When anAct, or a section of anAct, is referred to, this includes any amendment to theActor section (before or after the adoption of theseArticles), as well as where it is included in a laterAct. | |
2.9 | When anActor theArticlesare referred to, the version which is current at the time will apply. | |
2.10 | Where theArticlesgive any power or authority to anybody, this power or authority can be used on any number of occasions, unless the way in which power or authority is used does not allow this meaning. | |
2.11 | Any word which is defined in theCompanies Actor theCREST Regulationsmeans the same in theArticles, unless theArticlesdefine it differently, or the way in which the word is used is inconsistent with the definition given in theCompanies Actor theCREST Regulations. | |
2.12 | Where theArticlessay that something can be done by passing anordinary resolution, this can also be done by passing aspecial resolutionor anextraordinary resolution. Where theArticlessay that something can be done by passing aspecial resolution, this can also be done by passing anextraordinary resolution. | |
2.13 | Where theArticlesrefer to any document being made effective, this means being signed, sealed orexecutedin some other legally valid way. | |
2.14 | Where theArticlesrefer to months or years, these are calendar months or years. | |
2.15 | Articleswhich apply tosharescan also apply tostock. References in thoseArticlestoshareorshareholderincludestockor stockholder. | |
2.16 | Where theArticlesrefer tosharesin certificated form, this means thatownership of thesharescan be transferred using a written transfer document (rather than in line with theCREST Regulations) and that a sharecertificateis usuallyissuedto the owner. | |
2.17 | Where theArticlesrefer tosharesin uncertificated form, this means thatownershipof thesharescan be transferred in line with theCREST Regulationswithout using a written transfer document and that no sharecertificateisissuedto the owner. | |
2.18 | References to officers includeDirectorsand theCompany Secretary, but not theAuditors. | |
2.19 | Where theArticlesrefer to an address, this will include, in relation toelectronic mailorelectronic communication, any number or address (including, in the case of anyproxyappointment permitted under Article 57.3, an identification number of a participant in therelevantsystem) used for the purposes of such communication. | |
2.20 | Except where the context requires otherwise, any reference toissuedshares of any class (whether ofNGor of any othercompany) will not include any shares of that class held astreasury shares. | |
2.21 | References to thesystem’s ruleswill include the rules, regulations, procedures, facilities and requirements of therelevant systemconcerned. |
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Share capital
3 | The form of our share capital | |
3.1 | Ourshare capital at the date when theseArticlesare adopted is made up of five billion (5,000,000,000) ordinary shares of 10 pence each. |
Changing capital
4 | The power to increase capital | |
4.1 | Theshareholderscan increaseourshare capital by passing anordinary resolution. The resolution must fix the: |
(a) | amount of the increase; | ||
(b) | nominal valueof the newshares;and | ||
(c) | currency or currencies of theshares. |
5 | Applying the Articles to new shares | |
5.1 | The provisions in theseArticlesaboutallotment, transfer,automatic entitlement by lawand all other things apply to newsharesunder Article 4 in the same way as if they were part ofourexisting share capital. | |
6 | The power to change capital | |
6.1 | Theshareholderscan passordinary resolutionsto do any of the following: |
(a) | consolidate,subdivideorconsolidateand then divide, all or any ofourshare capital into newsharesof a larger or smallernominal valuethan theexisting shares; | ||
(b) | cancel anyshareswhich have not been taken, or agreed to be taken, by any person at the date of the resolution, and reduce the amount ofourshare capital by the amount of the cancelledshares; and | ||
(c) | divide some or all ofourshare capital intoshareswhich are of a smallernominal valuethan is fixed in theMemorandum. This issubject toany restrictions under thelaw. The resolution can provide that, as between the holders of the dividedshares, differentrightsand restrictions whichNGcan apply to newsharescan apply to all or any of the different dividedshares. |
7 | Fractions of shares | |
7.1 | If anysharesareconsolidatedor divided, theDirectorshave the power to deal with any fractions ofshareswhich result. TheDirectorscan sell anysharesrepresenting fractions as they think fit and distribute the net proceeds of sale amongmembersin proportion to their fractional entitlements in line with thelaw, their rights and interests. TheDirectorscan sell to anyone (includingus, if thelawallows this) and can authorise any person to transfer thosesharesto the buyer or in line with the buyer’s instructions. The buyer does not need to check howweused the money and theirownershipof theshareswill not be affected if the sale was irregular or invalid in any way. |
5
7.2 | So far as thelawallows, whensharesareconsolidatedor divided, theDirectors can treat ashareholder’s shareswhich are held in certificated form and in uncertificated form as separate shareholdings. | |
7.3 | TheDirectorscan also arrange for anyshareswhich result from aconsolidationor division and which represent rights to fractions ofsharesto be entered in theRegisterassharesin certificated form where this makes it easier to sell them. | |
8 | The power to reduce capital | |
8.1 | Theshareholderscan pass aspecial resolutionto: | |
(a) | reduceourshare capital in any way; or | |
(b) | reduce, in any way, anycapital redemption reserve,share premium account, or other reserve which cannot be distributed. | |
This issubject toany restrictions under theCompanies Act. | ||
9 | Buying back shares | |
9.1 | Wecan buy back, or agree to buy back in the future, anysharesof any class (includingredeemableshares), if thelawallows this.Wecan hold such repurchasedsharesastreasury sharesin line with theCompanies Act. However, ifwehaveexisting shareswhich are admitted to the official list maintained by theUK Listing Authorityand which can be converted into othershareswhich areequity shares, thenwecan only buy backequity shares of that class if: |
(a) | either the terms ofissueof the convertiblesharespermitusto buy back theequity shares; or | ||
(b) | the buy-back or agreement to buy back has been approved by anextraordinary resolutionpassed by the holders of the convertiblesharesat a separateclass meeting. |
9.2 | Wehave the right to: |
(a) | sell anytreasury shares; | ||
(b) | transfer anytreasury sharesfor the purposes of, or to benefit, an employees’ share scheme; | ||
(c) | receive anallotmentofsharesasfully paidbonussharesin respect of anytreasury shares;or | ||
(d) | receive any amount payable onredemptionof anyredeemable treasury shares. |
Wecannotexerciseany other right in respect oftreasury shareswehold, including any right to attend or vote at meetings, to participate in any offerwemake toshareholdersor to receive any distribution (including in awinding up). |
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Shares
10 | The special rights of new shares | |
10.1 | Ifweissuenewshares, the newsharescan haverightsor restrictions attached to them. Therightscan take priority over therightsofexisting shares, orexisting sharescan take priority over the rights of the newshares, or the newsharesand theexisting sharescanrankequally. Theserightsand restrictions can apply to sharing inourprofits orassets. Otherrightsand restrictions can also apply, for example on the right to vote. The powers conferred by this Article 10.1 aresubject tothe provisions of Article 10.4. | |
10.2 | Therightsand restrictions referred to in Article 10.1 can be decided by anordinary resolutionpassed by theshareholders. TheDirectorscan also take these decisions if they do not conflict with any resolution passed by theshareholders. | |
10.3 | If thelawallows, therightsof any newsharescan includerightsfor the holder orus(or both the holder andus) to have themredeemed. | |
10.4 | The ability to attach particularrightsand restrictions to newsharescan be restricted byspecial rightspreviously given to holders of anyexisting shares. | |
11 | The Directors’ power to deal with shares | |
11.1 | TheDirectorscan decide how to deal with anyshareswhich have not beenissued. TheDirectorscan: |
(a) | allotthem on any terms, which can include the right to transfer theallotment to another person before any person has been entered on theRegister. This is known as the right torenouncetheallotment(see also Article 13.1); | ||
(b) | grant options to give people a choice to acquiresharesin the future; or | ||
(c) | dispose of thesharesin any other way. |
This Article 11.1 issubject tothe provisions of Article 11.3. | ||
11.2 | TheDirectorsare free to decide who they deal with, when they deal with theshares, and the terms on which they deal. | |
11.3 | TheDirectorsmust comply with: |
(a) | thelawrelating to authority,pre-emption rightsand other matters; and | ||
(b) | any resolution of aGeneral Meetingwhich is passed under thelaw. |
12 | Power to pay commission and brokerage | |
12.1 | Wecan use all the powers given by thelawto pay commission orbrokerageto any person who: |
(a) | applies, or agrees to apply, for any newshares; or | ||
(b) | gets anybody else to apply, or agree to apply, for any newshares. |
12.2 | The rate per cent or amount of the commission paid, or agreed to be paid, must be disclosed as required by thelaw. The commission can be paid in either cash or by the |
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allotmentoffully paidshares, any combination of the two or in any other way allowed by thelaw. |
13 | Renouncing allotted but unissued shares | |
13.1 | Where asharehas beenallottedto a person but that person has not yet been entered on theRegister, theDirectorscan recognise a transfer (called arenunciation) by that person of their right to thesharein favour of some other person. The ability torenounce allotmentsonly applies if the terms on which theshareisallottedare consistent withrenunciation. TheDirectorscan impose terms and conditions regulatingrenunciation rights. | |
14 | No trusts or similar interests recognised | |
14.1 | Wewill only be affected by, or recognise, a current and absolute right to wholeshares. The fact that anyshare, or any part of ashare, may not be owned outright by the registered owner does not concernus, for example if ashareis held on any kind oftrust. | |
14.2 | The only exception to Article 14.1 is for any right: |
(a) | which is expressly given by theseArticles; or | ||
(b) | whichwehave a legal duty to recognise. |
Uncertificated shares
15 | Uncertificated shares | |
15.1 | Wecanissueshares, and othersecurities, which do not havecertificates.Wecan also allowexisting shares, and othersecurities, to be held withoutcertificates. Evidence ofownershipof thesesharesandsecuritiesdoes not involve acertificate.Wecan also allow anyshares, or othersecurities, to be transferred without using a transfer form. All this applies so far as thelawallows. | |
15.2 | Thesesharesand othersecuritiescan, for example, be transferred by using arelevant system, as defined in theCREST Regulations.Sharestransferred in this way are called uncertificatedshares. | |
15.3 | Immediately before anysharesbecomeuncertificated shares, theArticleswill only apply to thosesharesso far as they are consistent with: |
(a) | holding thosesharesas uncertificatedshares; | ||
(b) | transferringownershipof thosesharesby using arelevant system; and | ||
(c) | any of the provisions of theCREST Regulations. |
15.4 | TheDirectorscan also lay down regulations which: |
(a) | govern theissue, holding and transfer, and where appropriate, the mechanics of conversion andredemption, of thesesharesandsecurities; | ||
(b) | govern the mechanics for payments involving arelevant system; and |
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(c) | make any other provisions which they consider are necessary to ensure that theseArticlesare consistent with theCREST Regulations, and with any rules or guidance of anoperatorof arelevant system. |
These regulations will, if they say so, apply instead of the other provisions in theArticlesrelating tocertificates, and the transfer, conversion andredemptionofsharesand othersecurities, and any other provisions which are not consistent with theCREST Regulations. If theDirectorsdo make any regulations under this Article 15.4, Article 15.3 will still apply to theArticles, read with those regulations. |
Share certificates
16 | Certificates | |
16.1 | Except as otherwise provided in theseArticles, when ashareholderis first registered as the holder of any class ofsharesin certificated form, they are entitled, free of charge, to a separate sharecertificatefor each class ofsharesthey hold in certificated form. | |
16.2 | Wemust also satisfy any requirements of theCREST Regulationswhen issuing sharecertificates. Where thelawallows,wedo not need to issue sharecertificates. | |
16.3 | If ashareholderreceives moresharesin certificated form of any class, they are entitled, without charge, to anothercertificatefor the extrashares. | |
16.4 | If ashareholdertransfers part of theirsharescovered by acertificate, they are entitled, free of charge, to a newcertificatefor the balance if the balance is also held in certificated form.Wewill cancel the oldcertificate. | |
16.5 | Wedo not have to issue more than onecertificatefor anysharein certificated form, even if thatshareis held jointly. | |
16.6 | Whenwedeliver acertificateto one jointshareholderholdingsharesin certificated form,wetreat this as delivery to all of the jointshareholders. | |
16.7 | Wecan deliver acertificateto a broker oragentwho is acting for a person who is buying thesharesin certificated form, or who is having thesharestransferred to them in certificated form. | |
16.8 | TheDirectorscan decide how sharecertificatesare made effective. For example, they can be: |
(a) | signed by one or moreDirectors; | ||
(b) | sealed with theSeal(or, in the case ofshareson a branch register, an official seal for use in the relevant territory); or | ||
(c) | printed, in any way, with a copy of theSealor with a copy of the signature of one or moreDirectors. The copy can be made or produced mechanically, electronically or in any other way theDirectorsapprove as long as it complies with thelaw. |
16.9 | A sharecertificatemust state the number and class ofsharesto which it relates, theirnominal valueand the amount paid up on thoseshares. It cannot be forsharesof more than one class. | |
16.10 | The time limit forusto provide a sharecertificatein certificated form is: |
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(a) | one month after theallotmentof a newshare(or any longer period provided by its terms ofissue); or | ||
(b) | fivebusiness daysafter a transfer ofsharesis presented for registration. |
16.11 | Sharecertificateswill also be prepared and sent earlier where theUK Listing Authorityrequires it. | |
17 | Replacement share certificates | |
17.1 | If ashareholderhas two or more sharecertificatesforsharesof the same class which are in certificated form, they can return thecertificatestous, askusto cancel these and replace them with a single newcertificate.Wemust comply with this request, without making a charge. | |
17.2 | Ashareholdercan askusto cancel and replace a single sharecertificatewith two or morecertificates, for the same total number ofshares.Wecan comply with this request and theDirectorscan ask theshareholderto pay a reasonable sum tousfor doing so. | |
17.3 | Ashareholdercan askusfor a newcertificateif the original is: |
(a) | damaged or defaced; or | ||
(b) | said to be lost, stolen, or destroyed. |
17.4 | If acertificatehas been damaged or defaced,wecan ask for thecertificateto be returned tousbefore issuing a replacement. If acertificateis said to be lost, stolen or destroyed,wecan ask for satisfactory evidence, and anindemnity, before issuing a replacement. | |
17.5 | TheDirectorscan require theshareholderto payourexceptional out-of-pocket expenses for issuing any share certificates under Article 17.3. | |
17.6 | Any one jointshareholdercan request replacementcertificatesunder this Article 17 andwecan treat an application for a replacementcertificatemade by one jointshareholder as being made on behalf of all theshareholdersconcerned. |
Changing share rights
18 | Changing the special rights of shares | |
18.1 | Wheneverourshare capital is split into different classes ofshare, anyspecial rightsattached to any of these classes can be varied or cancelled: |
(a) | in such a way as provided by those rights; or | ||
(b) | if approved by anextraordinary resolution; |
as long as: |
(c) | thelawallows this; and | ||
(d) | theArticlesor rights attached to any class ofsharedo not say otherwise. |
Theextraordinary resolutionmust be passed at a separate meeting of the holders of the relevant class ofshares. This is called aclass meeting(the provisions governing aclass meetingare set out in Article 36). Alternatively, the holders of at least three-quarters of theexisting sharesof the class (bynominal value) can give their consentin writing. |
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18.2 | Thespecial rightsof a class ofsharescan be varied or cancelled: |
(a) | whileweare a going concern; | ||
(b) | whileweare beingwound up;or | ||
(c) | ifweare considering beingwound up. |
18.3 | This Article 18 also applies to the variation or cancellation ofspecial rightsofsharesforming part of a class. Each part of the class which is being treated differently is viewed as a separate class under this Article 18. | |
19 | More about the special rights of shares | |
19.1 | Thespecial rightsofexisting sharesare not regarded as varied, breached or cancelled if: |
(a) | newsharesare created, orissued, whichrankequally with or subsequent to any otherexisting sharesin sharing inourprofits orassets; or | ||
(b) | weredeemor buy backourownshares. |
But this does not apply if the terms of theexisting sharesexpressly say otherwise. |
Transferring shares
20 | Transfer forms | |
20.1 | Unless theArticlesor termsof issueof anysharessay otherwise, anyshareholder can transfer some or all of theirsharesto another person. Every transfer ofsharesin certificated form must bein writing, and either in the usual standard form, or in any other form approved by theDirectors. | |
20.2 | Transfers of uncertificatedsharesare to be carried out using arelevant system and must comply with theCREST Regulations. | |
21 | Transferring shares in certificated form | |
21.1 | The transfer form forsharesin certificated form must be delivered to the office where theRegisteris kept (or any other place theDirectorsmay decide). The transfer form must have with it: |
(a) | the sharecertificatefor thesharesto be transferred; and | ||
(b) | any other evidence which theDirectorsask for to prove that the person wanting to make the transfer is entitled to do so. |
21.2 | A share transfer form must be signed, or made effective in some other way, by the person making the transfer. They do not need to use a seal to make the transfer effective. | |
21.3 | The person making a transfer will be treated as continuing to be theshareholder until the name of the person theshareis being transferred to is put on theRegisterfor thatshare. | |
21.4 | Ifweregister a transfer, or if theDirectorshave any grounds for suspecting fraud,wecan keep the transfer form. Otherwise, if theDirectorsrefuse to register a transfer, the transfer form will be returned, when notice of refusal is given, to the person lodging it. |
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21.5 | A transfer form cannot be used to transfer more than one class ofshares. Each class ofsharesneeds a separate form. | |
21.6 | Wedo not charge a fee for transferringsharesor registering changes relating to theownershipofshares. | |
21.7 | Transfers cannot be in favour of more than four joint holders. | |
21.8 | A transfer form must be properly stamped (for payment of stamp duty) where this is required. | |
22 | Refusing to register certain transfers | |
22.1 | TheDirectorscan refuse to register a transfer of anyshares: |
(a) | if the relevant conditions in Article 21 are not satisfied; | ||
(b) | if the transfer is in favour of a minor, a bankrupt, or a person ofunsound mind; or | ||
(c) | where theBoardis obliged or entitled to refuse to do so as a result of any failure to comply with a notice under section 212 of theCompanies Act(see Article 55). |
22.2 | TheDirectorsdo not have to give any reasons for refusing to register a transfer of anyshares, but if any of thosesharesare admitted to the official list maintained by theUK Listing Authority, theDirectorscannot refuse to register a transfer if this would stop dealings in thesharesfrom taking place on an open and proper basis. | |
22.3 | If theDirectorsdecide not to register a transfer of ashare, they must notify the person theshareswere to be transferred to, in line with Article 21.4. They must do this no later than two months afterwereceive the transfer form (in the case of asharein certificated form) or the instruction from theoperatorof therelevant system(in the case of asharein uncertificated form). | |
23 | Closing the Register | |
23.1 | TheDirectorscan decide to suspend the registration of transfers by closing theRegister. This can be for part of a day, a day, or more than a day. Suspension periods can vary between different classes ofshares. But theRegistercannot be closed for more than 30 days a year. In the case ofsharesin uncertificated form, theRegistermust not be closed without the consent of theoperatorof arelevant system. | |
24 | Overseas branch registers | |
24.1 | Wecan use all legal powers to keep an overseas branch register. TheDirectorscan make and change any regulations relating to this register, as long as thelawallows this. | |
25 | More provisions on uncertificated shares | |
25.1 | Subject tothelawand theCREST Regulations, and apart from any class ofshare which is wholly in uncertificated form, theDirectorscan decide that any class ofsharescan be held in uncertificated form and that title to suchsharescan be transferred by means of arelevant system, or thatsharesof any class should stop being held and transferred as such. |
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25.2 | The provisions of theseArticlesdo not apply tosharesof any class which are in uncertificated form if theseArticlesare inconsistent with: |
(a) | holdingsharesof that class in uncertificated form; | ||
(b) | transferring title tosharesof that class by means of arelevant system; or | ||
(c) | any provision of theCREST Regulations. |
People automatically entitled to shares by law
26 | If a shareholder dies | |
26.1 | If a soleshareholderdies (or ashareholderwho is the last survivor of jointshareholdersdies), their legalpersonal representativeswill be the only people whowewill recognise as being entitled to theirshares. | |
26.2 | If ashareholderwho is a jointshareholderdies, the remaining jointshareholder orshareholderswill be the only people whowewill recognise as being entitled to theirshares. | |
26.3 | But this Article does not discharge the estate of anyshareholderfrom any liability. | |
27 | Registering personal representatives | |
27.1 | A person who becomesautomatically entitled to a share by lawcan either be registered as theshareholder, or can select some other person to have thesharetransferred to. The person who isautomatically entitled by lawmust provide any evidence of his entitlement theDirectorsrequire. | |
28 | A person who wants to be registered must give notice | |
28.1 | If a person who isautomatically entitled to shares by lawwants to be registered as ashareholder, and subject (where relevant) to thesystem’s rules, they must deliver or send a notice toussaying that they have made this decision. They must sign this notice, and it must be in the form, and accompanied by any other documents, which theDirectorsrequire. This notice will be treated as a transfer form. All of the provisions of theseArticlesabout registering transfers ofsharesapply to it except that theshareswill only be treated as being presented for registration under Article 16.10 whenwereceive the notice in the form, and accompanied by any other documents, required by theDirectors. TheDirectorshave the same power to refuse to register the automatically-entitled person as they would have had in deciding whether to register a transfer by the person who was previously entitled to theshares. | |
29 | Transfers by a person who is automatically entitled to a share by law |
29.1 | If a person who isautomatically entitled to a share by lawwants theshareto be transferred to another person, they must do the following: |
(a) | for asharein certificated form, sign a transfer form to the person they have selected; and | ||
(b) | for asharein uncertificated form, transfer theshareusing arelevant system. |
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29.2 | TheDirectorshave the same power to refuse to register the person selected as they would have had in deciding whether to register a transfer by the person who was previously entitled to theshares. | |
30 | The rights of people automatically entitled to shares by law | |
30.1 | A person who isautomatically entitled to a share by lawis entitled to any dividends or other money relating to theshare, even though they are not registered as the holder of thatshare. But theDirectorscan withhold the dividend and other money until a person has been properly registered as theshareholderas laid down in theArticles. They can also withhold the dividend if the person who was previously entitled to thesharecould have had their dividend withheld. | |
30.2 | Unless and until they are registered as theshareholder, the personautomatically entitled to a share by lawis not entitled to: |
(a) | receivenoticesof meetings; | ||
(b) | attend or vote at meetings; or | ||
(c) | (subject toArticle 30.1) any of the other rights and benefits of being ashareholder. |
Shareholders who cannot be traced
31 | Shareholders who cannot be traced | |
31.1 | Wecan sell anysharesat the best pricewecan reasonably obtain if: |
(a) | during the period of 12 years before the earliest of the advertisements referred to in Article 31.1 (b), at least three dividends have been payable on thosesharesand none has been claimed, and no payments sent byusin line with theseArticleshas been cashed; | ||
(b) | after this 12-year period,weannounce thatweintend to sell thesharesby placing an advertisement in a national newspaper; and | ||
(c) | during this 12-year period, and for three months after the last advertisement appears,wedo not hear from theshareholderor any person who isautomatically entitled to the shares by law. |
31.2 | To sell anysharesin this way,wecan appoint any person to transfer theshares. This transfer will be just as effective as if it had been signed or made effective in some other way by the registered holder of theshares, or by a person who isautomatically entitled to the shares by law. Theownershipof the person thesharesare transferred to will not be affected, even if the sale is irregular or invalid in any way. Nor does the newshareholder need to take any steps to see how any money they may be paying for thesharesis used. | |
31.3 | The net sale proceeds belong tousuntil claimed under this Article 31, butwe must pay these to theshareholderwho could not be traced beforewesold theshares, or to the person who isautomatically entitled to their shares by law, if thatshareholder, or that other person, asks for it. | |
31.4 | Wemust record the name of thatshareholder, or the person who wasautomatically entitled to the shares by law, as a creditor for this money inouraccounts. The money is not held ontrust, andwedo not have to pay interest on the money.Wecan keep any |
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money whichwehave earned on the net sale proceeds.Wecan use the money forourbusiness, orwecan invest the money in any way that theDirectorsdecide. But the money cannot be invested inour shares, or in the shares of any ofourholding companies. | ||
31.5 | In the case ofuncertificated sharesheld byshareholderswho cannot be traced, restrictions under theCREST Regulationswill apply. |
General Meetings
32 | The Annual General Meeting | |
32.1 | Unless thelawsays otherwise,wewill hold anAnnual General Meetingeach year in addition to any otherGeneral Meetingswhichwehold in the year. Thenoticecalling the meeting must say that the meeting is theAnnual General Meeting. There must not be a gap of more than 15 months between oneAnnual General Meetingand the next. TheDirectorswill decide when and where to hold theAnnual General Meeting. | |
33 | Extraordinary General Meetings | |
33.1 | If aGeneral Meetingis not anAnnual General Meeting, it is called an Extraordinary General Meeting. | |
34 | Calling an Extraordinary General Meeting | |
34.1 | TheDirectorscan decide to call an Extraordinary General Meeting at any time. Bylaw, Extraordinary General Meetings must be called promptly in response to arequisitionbyshareholders. | |
35 | Notice of General Meetings | |
35.1 | Subject toArticle 35.2,wemust give at least 21clear days’noticein writing (or, where thelawpermits, byelectronic communication) for everyAnnual General Meetingand for any other meeting where it is proposed to pass aspecial resolutionor to pass some other resolution for whichwehave receivedspecial noticeunder theCompanies Act. For every otherGeneral Meeting, other than aGeneral Meetingconvened in line with Article 35.2,wemust give at least 14clear days’noticein writing. | |
35.2 | Wecan convene aGeneral Meetingby shorternoticethan that specified in Article 35.1, and it will be considered to be properly convened, if: |
(a) | in the case of anAnnual General Meeting, allshareholders, entitled to attend and vote, agree; or | ||
(b) | in the case of any otherGeneral Meeting, a majority of theshareholders entitled to attend and vote, and who together hold not less than 95 per cent innominal valueof thesharesgiving that right, agree. |
35.3 | AnynoticeofGeneral Meetingmust: |
(a) | say where themeetingis to be held; | ||
(b) | give the date and time of themeeting; | ||
(c) | give the general nature of the business of themeeting; |
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(d) | say if any resolution will be proposed as aspecial resolutionorextraordinary resolution; | ||
(e) | say that ashareholderwho can attend and vote can appoint one or moreproxies (who need not beshareholders) to vote for him on apoll; | ||
(f) | state the address where appointments ofproxyare to be delivered; and | ||
(g) | state whether the meeting is an Annual or Extraordinary General Meeting. |
35.4 | Wemust sendnoticesof meetings to theshareholders, except in cases where theArticlesor the rights attached tosharesstate that the holders are not entitled to receive them fromus.Wemust also givenoticeto theAuditorsandDirectors. The dayweserve thenotice, or it is treated as served, and the day of the meeting do not count towards the period ofnotice. | |
35.5 | In relation to any class ofshares,wecan decide that only people who are entered on theRegisterat the close of business on a particular day are entitled to receive such anotice.Wewill choose that day and it will fall not more than 21 days beforewesend thenotice. | |
35.6 | Ifwecannot effectively call aGeneral Meetingby sendingnoticesthrough the post, because the postal service is suspended or restricted in theUnited Kingdom, theDirectorscan call themeetingby publishing anoticein at least oneUnited Kingdomnational newspaper.Noticepublished in this way will be treated as being properly served onshareholderswho are entitled to receive it on the day when the advertisement appears.Wecan still servenoticebyelectronic communicationand, if it becomes possible to use the postal service again more than seven days before the meeting,wemust send confirmation of thenotice through the post toshareholderswho did not receivenoticebyelectronic communication. | |
35.7 | Unless theCompanies Actdoes not require it, whenwereceive arequisitionin writingfrom the number ofshareholdersspecified in theCompanies Actand in line with Articles 35.8 and 35.9,wemust send toshareholders: |
(a) | entitled to receivenoticeof the nextAnnual General Meeting,noticeof any resolution which can properly be proposed and is intended to be proposed at thatmeeting; and | ||
(b) | entitled to receivenoticeof anyGeneral Meeting, a statement of not more than one thousand words about the matter referred to in any proposed resolution or the business to be dealt with at thatmeeting. |
Wewill givenoticeof any resolution and circulate any appropriate statement, toour shareholderswho are entitled to havenoticeof theGeneral Meetingsent to them. | ||
35.8 | Ifwereceive therequisitionthree months before the nextAnnual General Meeting, and if the statement is in a form acceptable to theDirectors,wewill send outnoticesand statements without cost to theshareholdersrequisitioningthemeeting. Otherwise,wewill ask therequisitioniststo deposit or pay a reasonable sum to meetourexpenses to circulate therequisition. | |
35.9 | Theshareholdersshould notifyusof anyrequisitionin writingin line with Article 118.6. | |
35.10 | No proceedings at anyGeneral Meetingwill be invalidated ifweaccidentally fail to givenoticeof themeetingor to send an instrumentof proxyto anyshareholder. |
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36 | Class meetings | |
36.1 | All theArticlesrelating toGeneral Meetingsormeetingsapply, with any necessary changes, to aclass meeting, but with the following adjustments. |
(a) | At least two people who hold (or who act asproxiesfor) at least one-third of the totalnominal valueof theexisting sharesof the class are aquorum. However, if thisquorumis not present at anadjournedclass meeting, one person who holdsshares of the class, or hisproxy, is aquorum. | ||
(b) | On apoll, the holders ofshareswill have one vote for everyshareof the class they hold. |
This issubject toanyspecial rightsor restrictions which are attached to any class ofsharesby theArticles, or when rights are attached tosharesin some other way under theArticles. | ||
37 | Moving a General Meeting at short notice | |
37.1 | If theDirectorsconsider that it is impractical, undesirable or unreasonable, to hold aGeneral Meetingat the place, time or on the date stated in thenoticecalling themeeting, they can change any or all of these things. If theDirectorsdo this, an announcement of the date, time and place of the rearrangedmeetingwill, if practical, be published in at least oneUnited Kingdomnational newspaper.Noticeof the business of themeetingdoes not need to be given again. TheDirectorsmust take reasonable steps to ensure that anyshareholdertrying to attend themeetingat the original time and place is informed of the new arrangements. If ameetingis rearranged in this way,proxy formscan be delivered, in the way required by Article 57, until 48 hours before the rearrangedmeeting. TheDirectorscan also move or postpone the rearrangedmeeting, or both, under this Article 37. |
Proceedings at General Meetings
38 | The chairman of a General Meeting | |
38.1 | The chairman of theBoardwill be the chairman at everyGeneral Meeting, if they are willing and able to take the chair. If the chairman notifies theDirectorsthat they will not attend theGeneral Meetingthen theDirectorsshall, in advance of theGeneral Meeting, appoint aDirectorto chair themeeting. | |
38.2 | Subject toArticle 38.1, ifwedo not have a chairman, or if the chairman is not willing and able to chair themeeting, after waiting five minutes from the time that ameeting is due to start, theDirectorswho are present will choose one of themselves to act as chairman. If there is only oneDirectorpresent, they will be chairman, if they agree. | |
38.3 | If there is noDirectorwilling and able to be chairman, or if noDirectoris present within 15 minutes of the time fixed for themeeting, then theshareholderswho are personally present at themeetingand entitled to vote will decide which one of them is to be chairman. | |
38.4 | Any resolution (including any amending resolution) proposed by the chairman of themeetingdoes not need to be seconded. |
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38.5 | To avoid any doubt, nothing in theArticlesrestricts or excludes any of the powers or rights of a chairman of ameetingwhich are given by the generallaw. | |
39 | Security and other arrangements at General Meetings | |
39.1 | The chairman of ameetingcan take any action they consider appropriate for: |
(a) | the safety of people attending aGeneral Meeting(including searching anyone attending or any other precautions); | ||
(b) | proper and orderly conduct at aGeneral Meeting; or | ||
(c) | themeetingto reflect the wishes of the majority. |
39.2 | The chairman of themeetingcan refuse entry to anyone attending aGeneral Meeting who refuses a security search or will not otherwise comply with any security arrangements or restrictions. | |
39.3 | If anyone has gained entry to aGeneral Meetingand refuses to comply with any security arrangements or restrictions, or disrupts the proper and orderly conduct of theGeneral Meeting, the chairman can at any time, without the consent of theGeneral Meeting, order this person to leave or be removed from theGeneral Meeting. | |
39.4 | The chairman of themeetingcan invite any person to attend and speak at theGeneral Meetingwho they consider has the knowledge or experience ofourbusiness to assist in the deliberations of themeeting. | |
39.5 | The chairman’s decision on points of order, matters of procedure or matters arising incidentally out of the business of aGeneral Meetingwill be final, as will their decision, acting in good faith, on whether a point or matter is of this nature. | |
40 | Overflow meeting rooms | |
40.1 | TheDirectorscan arrange for any people who cannot be seated in the mainmeetingroom, where the chairman will be, to attend and take part in aGeneral Meetingin an overflow room or rooms. Any overflow room will have appropriate links with the main room as required by thelawand will enable audio-visual communication between themeetingrooms throughout themeeting.Wewill give details of any arrangements under this Article 40 in thenoticeof themeeting, but ifwefail to do this, it will not invalidate themeeting. TheDirectorscan decide how to divide people between the main room and an overflow room. If an overflow room is used, themeetingwill be treated as being held, and taking place, in the main room and themeetingwill consist of all people who are attending in both the main room and the overflow room. | |
41 | The quorum needed for General Meetings | |
41.1 | Before aGeneral Meetingstarts to do business, there must be aquorumpresent. If there is not, themeetingcannot carry out any business other than appointing a chairman. Unless theArticlessay otherwise, aquorumfor all purposes is two people who are entitled to vote. |
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42 | The procedure if there is no quorum | |
42.1 | This Article applies if aquorumis not present within five minutes of the time fixed for aGeneral Meetingto start or within any longer period of up to one hour which the chairman can decide on or, if during a meeting, aquorumis no longer present. | |
42.2 | If themeetingwas called byshareholders, it is dissolved. Any othermeetingisadjournedto another day, time and place stated in thenoticeofmeeting. If thenoticedoes not contain these details, themeetingisadjournedto a day, time and place decided by the chairman, not less than 10 days and not more than 28 days later. | |
42.3 | Wewill give at least sevenclear days’noticeof anyadjournedmeetingwhere themeetingwasadjourneddue to not beingquorate, and thenoticewill specify that if twoshareholdersare present (whatever the number ofsharesheld by them) they will be aquorum. | |
42.4 | If at theadjournedmeetingaquorum(twoshareholders) is not present within five minutes of the time fixed for it, themeetingis dissolved. | |
43 | Adjourning General Meetings | |
43.1 | The chairman of aGeneral Meetingcanadjournthemeeting, before or after it has started, and whether or not aquorumis present, if the chairman considers that: |
(a) | there is not enough room for the number ofshareholderswho want to attend themeeting; | ||
(b) | the behaviour of the people present prevents, or is likely to prevent, the business of themeetingbeing carried out in an orderly way; or | ||
(c) | anadjournmentis necessary for any other reason so that the business of themeetingcan be properly carried out. |
The chairman does not need the consent of themeetingtoadjournit for any of these reasons. This includes an indefiniteadjournment. Theadjournmentwill be to another time, which can be later on the same day or on a new date, and can be to another place. The chairman will decide on these matters. | ||
43.2 | The chairman of aGeneral Meetingcan alsoadjournameetingwhich has aquorum present, if this is agreed by themeeting. This can be to a time, date and place proposed by the chairman. It includes an indefiniteadjournment. The chairman mustadjournthemeetingif themeetingdirects the chairman to. In these circumstances themeetingwill decide how long theadjournmentwill be, and where it willadjournto. If ameetingisadjournedindefinitely, theDirectorswill subsequently fix the time, date and place of theadjournedmeeting. | |
43.3 | General Meetingscan beadjournedmore than once. But if ameetingat which aquorumis present isadjournedfor more than 30 days, or indefinitely,wemust give at least sevenclear days’noticefor theadjournedmeetingin the same way as was required for the originalmeeting. If ameetingisadjournedfor less than 30 days,wedo not need to givenoticeabout theadjournedmeeting, or about the business to be considered there. Sufficientnoticeis given ifwepublish an advertisement in at least one national daily newspaper in theUnited Kingdomsevenclear daysbefore theadjournedmeeting. |
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43.4 | AnadjournedGeneral Meetingcan only deal with business that could have been dealt with at the originalmeetingbefore it wasadjourned. | |
44 | Amending resolutions | |
44.1 | In the case of a resolution duly proposed as aspecialorextraordinary resolution, no amendment to that resolution (other than an amendment to correct an obvious error) can be considered or voted on. | |
44.2 | In the case of a resolution duly proposed as anordinary resolution, no amendment to that resolution (other than an amendment to correct an obvious error) can be considered or voted on unless: |
(a) | noticeof the terms of the amendment and of the intention to move the amendment have been: |
(i) | lodged in writing at theregistered office; or | ||
(ii) | received byelectronic communicationat the address specified for receivingelectronic communicationsin anelectronic communication containing thenoticeofmeeting; |
at least two clearbusiness daysbefore the time appointed for holding themeeting oradjournedmeetingat which the resolution is to be proposed; and | |||
(b) | the chairman of themeetingdecides in good faith that it can be considered and voted on. |
44.3 | If the chairman, acting in good faith, rules an amendment to a resolution out of order, any error in that ruling will not affect the validity of a vote on the original resolution. | |
45 | Proxies and Directors speaking at General Meetings | |
45.1 | Aproxycan speak at aGeneral Meetingwith the permission of the chairman of themeetingbut in any event can speak to demand apoll. | |
45.2 | ADirectorwho is not ashareholdercan still attend and speak at ameeting. |
Voting procedures
46 | All votes decided on a poll | |
46.1 | Substantive Resolutionsat aGeneral Meetingwill be decided on apoll(whether or not one is demanded) and anyProcedural Resolutionshall be decided on ashow of handsunless apollis (before or on the declaration of the result of theshow of hands) demanded. | |
46.2 | Apollcan be demanded by: |
(a) | the chairman of themeeting; | ||
(b) | at least fiveshareholdersat themeetingwho are entitled to vote (includingproxiesofshareholdersentitled to vote); | ||
(c) | one or moreshareholdersat themeetingwho are entitled to vote and who have, between them, at least 10 per cent of the total votes of allshareholderswho have |
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the right to vote at themeeting(includingproxiesforshareholdersentitled to vote); or | |||
(d) | one or moreshareholderswho haveshareswhich allow them to vote at themeeting(includingproxiesofshareholdersentitled to vote), where the total amount which has beenpaid upon thesesharesis at least 10 per cent of the total sumpaid up on allshareswhich give the right to vote at themeeting. |
46.3 | Aproxy formgives theproxythe authority to demand apoll, or to join others in demanding one. A demand for apollmade by aproxyfor ashareholderis treated in the same way as a demand by theshareholderhimself. | |
46.4 | A demand for apollcan be withdrawn before the earlier of the time at which thepollis taken and the close of themeetingif the chairman agrees to this. If apollis demanded, and this demand is then withdrawn, any declaration by the chairman of the result of a vote on that resolution by ashow of hands, which was made before thepollwas demanded, will stand. If a demand is withdrawn, any othershareholderentitled to demand apollmay do so. | |
47 | How a poll is taken | |
47.1 | If apollis taken or demanded in line with theArticles, the chairman of theGeneral Meetingdecides where, when and how thepollwill be carried out. The result is treated as the decision of themeetingwhere thepollwas taken or demanded, even if thepoll is carried out after themeeting. | |
47.2 | The chairman can: |
(a) | decide that a ballot, voting papers, tickets or electronic means, or any such combination, will be used; | ||
(b) | appoint scrutineers (who need not beshareholders); | ||
(c) | adjournthemeetingto a day, time and place which they decide on for the result of thepollto be declared; or | ||
(d) | decide a time and place where the result of thepollwill be declared. |
47.3 | On apoll, ashareholdercan vote either personally or by hisproxy. Ashareholder can appoint more than oneproxyto attend on the same occasion. If ashareholdervotes on apoll, they do not have to use all their votes or cast all their votes in the same way. Unless their appointment provides otherwise, andsubject totheArticles, aproxycan vote or not at their discretion on any matter at themeeting. | |
47.4 | A demand for apollon aProcedural Resolutiondoes not stop ameetingfrom continuing and dealing with other matters. If a demand for apollhas been withdrawn, the chairman may give such directions as the chairman considers necessary to ensure that the business of themeetingproceeds as if the demand had not been made. | |
48 | Timing of a poll | |
48.1 | Apollcan either be taken immediately at themeetingor within 30 days and at a place decided on by the chairman. Nonoticeis required for apollwhich is not taken immediately if the time and place it is to be taken are announced at theGeneral Meeting. If the time |
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and place thepollis to be taken are not announced at themeeting,wemust give sevenclear days’noticeof the time and place thepollis to be taken. | ||
49 | The chairman’s casting vote | |
49.1 | If the votes are equal, either on apollor ashow of hands, the chairman of theGeneral Meetingis entitled to a further, casting vote. This is in addition to any other votes which the chairman may have as ashareholderor as aproxy. | |
50 | The effect of a declaration by the chairman | |
50.1 | Any declaration by the chairman on a point of order is conclusive. In addition, a corresponding entry in the minute book is conclusive proof of the following declarations by the chairman of theGeneral Meeting: |
(a) | a resolution has been carried; | ||
(b) | a resolution has been carried unanimously; | ||
(c) | a resolution has been carried by a particular majority; | ||
(d) | a resolution has not been carried by a particular majority; | ||
(e) | a resolution has been lost; or | ||
(f) | a resolution has been lost by a particular majority. |
There is no need to prove the validity, number or proportion of votes recorded for or against a resolution. |
Voting rights
51 | The votes of shareholders | |
51.1 | Subject toArticles 9.2 and 51.2, when ashareholderis entitled to attend aGeneral Meetingand vote, ashareholderhas only one vote on ashow of hands. Aproxycannot vote on ashow of hands. On apoll, ashareholder, a duly-appointedproxyor acompany representativewho is entitled to be present and to vote has one vote for everysharewhich they hold. This issubject toanyspecial rightsor restrictions which are given to any class ofsharesby, or in line with, theArticles. | |
51.2 | To decide who can attend or vote at aGeneral Meetingand how many votes can be cast, thenoticeof themeetingcan give a time by which people must be entered on theRegisterin order to be entitled to attend or vote at themeeting. This time must be 48 hours or less before the time fixed for themeeting. | |
52 | Shareholders who owe us money | |
52.1 | Unless theArticlessay otherwise,shareholderswho have not paidusall sums relating to theirshareswhich are due at the time of themeetingcannot attend or vote atGeneral Meetingsorexerciseany other right conferred by being ashareholderin relation toGeneral Meetings. This applies both to attending ameetingpersonally and to attending byproxyorcompany representative. |
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53 | Votes of shareholders who are of unsound mind | |
53.1 | This Article 53 applies where: |
(a) | ashareholderis ofunsound mind; and | ||
(b) | a court which claims jurisdiction to protect people who are unable to manage their own affairs has made an order detaining ashareholderor appointing a person to manage their property or affairs. |
53.2 | The person or people appointed to act for theshareholdercan vote for theshareholderandexerciseother rights atGeneral Meetings. This includes appointing aproxy, voting on ashow of handsand voting on apoll. However, this Article 53 only applies if they deliver any evidence which theDirectorsmay require of their authority to do these things to the office where theRegisteris kept (or at any other place which can be specified in line with theseArticles) at least 48 hours before the relevantmeeting(oradjournedmeeting). | |
54 | The votes of joint holders | |
54.1 | Where ashareis held by jointshareholdersany one jointshareholdercan vote at aGeneral Meeting(either personally or byproxy). If more than one of the jointshareholders votes (either personally or byproxy), the only vote which will count is the vote of the person whose name is listed before the other voters on theRegisterfor theshare. |
Restrictions on shareholder voting
55 | Suspending shareholder rights on non-disclosure of interest | |
55.1 | If anyshareholder, or any person appearing to be interested insharesheld by theshareholder, has been properly served with a notice under Section 212 of theCompanies Act which requires information about interests in shares, and has not supplieduswith the information required within 14 days of the date of the notice, then (unless theDirectors decide otherwise) this Article 55 will apply. Until they provide the information, theshareholderwill not be entitled to attend or vote personally or byproxyor by acompany representativeat ashareholders’ meetingor toexerciseany other right in relation toshareholders’ meetingsas holder of: |
(a) | thesharescovered by the notice (calleddefault shares); | ||
(b) | any furthershareswhich areissuedin respect ofdefault shares; and | ||
(c) | any othersharesheld by theshareholderholding thedefault shares. |
55.2 | Any person who acquiressharessubject tothe restrictions under Article 55.1 is limited by the same restrictions, unless: |
(a) | the transfer was anapproved transfer(see Article 59.9); or | ||
(b) | the transfer was by ashareholderwho has supplied the information required by the notice under Article 55.1. |
55.3 | Where thedefault sharesrepresent 0.25 per cent or more of theexisting sharesof a class theDirectorscan, by a notice (aSection 212 Notice) to theshareholder, direct that: |
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(a) | weretain any dividend or part of a dividend or other money which would otherwise be payable on thedefault shares(without any liability to pay interest when such money is finally paid to theshareholder) and theshareholderwill not be entitled to elect to receivesharesinstead of a dividend; and | ||
(b) | subject toArticle 55.4, no transfer of any of thesharesheld by theshareholderwill be registered unless: |
(i) | the transfer is anapproved transfer(see Article 55.9); or | ||
(ii) | theshareholderhas supplied the information required and the transfer is of part only of their holding; and | ||
(iii) | when presented for registration, the transfer is accompanied by acertificate. Thiscertificatemust be in a form satisfactory to theDirectorsand state that, after due and careful enquiry, theshareholderis satisfied that none of thesharesincluded in the transfer aredefault shares. |
55.4 | AnySection 212 Noticecan treatsharesof ashareholderin certificated and uncertificated form as separate shareholdings and either apply only tosharesin certificated form or tosharesin uncertificated form or apply differently tosharesin certificated and uncertificated form. In the case ofsharesin uncertificated form, theDirectorscan only use their discretion to prevent a transfer if this is allowed by theCREST Regulations. | |
55.5 | Wemust send a copy of theSection 212 Noticeto every person who appears to be interested in thesharescovered by the notice, but ifwefail to do so, this does not invalidate the notice. | |
55.6 | The effect stated in aSection 212 Noticecontinues until the information required has been supplied. It ceases to apply when theDirectorsdecide (which they must do within one week of the default being resolved).Wemust give theshareholderwritten notice of theDirectors’decision. | |
55.7 | ASection 212 Noticealso ceases to apply to anyshareswhich are transferred by ashareholderin a transfer which would be permitted under Article 55.3 even where aSection 212 Noticerestricts transfers. | |
55.8 | For the purposes of this Article 55, a person is treated as appearing to be interested in anysharesif theshareholderholding theshareshas been served with a notice under Section 212 of theCompanies Actand: |
(a) | theshareholderhas named the person as being interested; or | ||
(b) | (after taking into account the response of theshareholderto the notice and any other relevant information)weknow or have reasonable cause to believe that the person in question is or may be interested in theshares. |
55.9 | For the purposes of this Article 55, a transfer ofsharesis anapproved transfer if: |
(a) | it is a transfer ofsharesto a person offering to buy them or under an acceptance of atake-over offer(as defined in Section 428 of theCompanies Act); or | ||
(b) | theDirectorsare satisfied that the transfer is made following a sale in good faith of the whole of thebeneficial ownershipof thesharesto a party unconnected with theshareholderor with any person appearing to be interested in theshares. This |
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includes a sale made through theLondon Stock Exchangeor any other stock exchange on which thesharesare normally traded. For this purpose any associate (as that term is defined in Section 435 of the Insolvency Act 1986) is included among the people who are connected with theshareholderor any person appearing to be interested in theshares. |
55.10 | For the purposes of this Article 55, ‘interested’ has the same meaning as in Section 212 of theCompanies Act. | |
55.11 | For the purposes of this Article 55, reference to a person having failed to giveusthe information required by aSection 212 Notice, or being in default of supplying such information, includes: |
(a) | their failure or refusal to give all or any part of it; | ||
(b) | giving information which they know to bemateriallyfalse; or | ||
(c) | having recklessly given information which ismateriallyfalse. |
55.12 | This Article 55 does not restrict in any way the provisions of theCompanies Act which apply to failures to comply with notices under Section 212 of theCompanies Act. |
Proxies
56 | Completing proxy forms | |
56.1 | Aproxy formcan be in any form which is commonly used, or in any other form, which theDirectorsapprove. | |
56.2 | Aproxy formmust bein writing. Aproxy formgiven by an individual must be signed by theshareholderappointing theproxy, or by an agent who has been properly appointedin writing. If aproxyis appointed by acompany, the form should be either sealed with thecompany’sseal or signed by an officer or an agent who is properly authorised to act for thecompany. Unless shown otherwise, theDirectorsare entitled to assume that where aproxy form appears to have been signed by an officer or agent of acompany, the officer or agent was authorised to sign by thecompany, without requiring any further evidence. Signatures need not be witnessed. | |
56.3 | Subject tothelaw, allnoticesconveningGeneral Meetingswhich are sent toshareholdersentitled to vote at theGeneral Meetingmust be accompanied by aproxy formatourexpense. | |
56.4 | Ifweaccidentally fail to send out aproxy formto ashareholderentitled to it (or they do not receive theproxy form) it will not invalidate any resolution passed or proceedings at theGeneral Meetingto which theproxy formrelates. | |
56.5 | Ashareholdercan appoint more than oneproxyto attend the samemeeting. Depositing theproxy formdoes not prevent ashareholderfrom attending and voting at themeetingor at anyadjournmentof it. | |
56.6 | Aproxyneed not be ashareholder. | |
56.7 | Proxiesare appointed for 12 months from the date theproxyform is signed and dated, but the appointment will remain valid after 12 months for the purposes of apollor an |
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adjournedmeeting, if thepollwas demanded or theadjournmentmoved at ameetingheld within the 12-month period. | ||
57 | Delivering completed proxy forms | |
57.1 | A completedproxy formmust be delivered to the place stated in thenoticeofGeneral Meeting, or in theproxy form, or, if no place is stated, to the office where theRegisteris kept, or, if theDirectorsdecide to acceptproxiesbyelectronic mailorelectronic communication, in the way that they specify. It must be delivered at least: |
(a) | 48 hours before aGeneral Meetingor anadjournedmeeting; or | ||
(b) | 48 hours before apollis taken, if thepollis not taken on the same day as theGeneral Meetingoradjournedmeeting. |
57.2 | As far as thelawpermits,Directorscan decide to acceptproxiesdelivered byelectronic mailorelectronic communication(see Article 57.3),subject toany limitations, restrictions or conditions they decide to apply.Wemay choose not to apply Articles 57.1 and 57.2 in relation to aproxy formdelivered in this way. If aproxy formis signed by an agent, thepower of attorneyor other authority granted to the agent to sign it, or a copy which has been certified, must be delivered with theproxy form, unless thepower ofattorney has already been registered withus. | |
57.3 | In relation to anysharesin uncertificated form, theDirectorscan permit aproxy to be appointed by means of anelectronic communicationin the form of anuncertificated proxy instruction. They can also permit any supplement to, or amendment or withdrawal of, any such instruction by a furtheruncertificated proxy instruction. TheDirectorscan set out the method of determining whenweshould considerwereceived any such instruction. TheDirectors can treat any such instruction which appears or claims to be sent on behalf of theshareholder as sufficient evidence that the person sending the instruction is authorised to send it on behalf of thatshareholder. | |
57.4 | If Article 57 is not met, theproxywill not be able to act for the person who appointed them. | |
57.5 | Where two or moreproxy formsare delivered for use by the sameshares,wewill treat the one which has been delivered last (whenever it was signed) as replacing andrevoking the others which have been delivered. | |
57.6 | Unless theproxy formsays otherwise, it will be valid at anadjournedGeneral Meetingas well as for the originalGeneral Meetingit relates to. | |
57.7 | Once aproxyform relating to more than onemeeting(including anyadjournedmeeting) has been delivered, it does not need to be delivered for each followingmeetingit relates to. | |
57.8 | Ashareholdercan attend and vote at aGeneral Meetingeven if they have appointed aproxyto attend and vote at thatmeeting. However, if they vote in person on a resolution, their appointment of aproxywill not be valid on that resolution. | |
58 | Cancelling a proxy’s authority | |
58.1 | Any vote cast in the way aproxy formauthorises, or any demand for apollmade by aproxy, will be valid even though: |
(a) | the person who appointed theproxyhas died or is ofunsound mind; |
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(b) | theproxy formhas been withdrawn; or | ||
(c) | the authority of the person who signed theproxy formfor theshareholderhas been withdrawn. |
58.2 | However, this does not apply if notice of the fact has been received at the office where theRegisteris kept (or at such other place at which theproxywas validly deposited) before: |
(a) | theGeneral Meetingoradjournedmeetingstarts; or | ||
(b) | the time fixed to take apollon a later day; |
when theproxy formis used. | ||
59 | Representatives of companies | |
59.1 | Acompanywhich is ashareholdercan authorise any person to act as its representative at anyGeneral Meetingor anyclass meetingwhich it is entitled to attend. This person is called acompany representative. The directors of thatcompanymust pass a resolution to appoint thecompany representative. If the governing body of thatcompanyis not a board of directors, the resolution can be passed by its governing body. Acompany representativecanexerciseall the powers on behalf of thecompanywhich thecompanycouldexerciseif it were an individualshareholderpresent at themeetingin person. This includes the power to vote on ashow of handswhen thecompany representativeis personally present at ameeting. Acompany representativecan be counted ina quorum. | |
59.2 | Any vote cast by acompany representativeand any demand by them for apollis valid even if they are, for any reason, no longer authorised to represent thecompany. However, this does not apply if written notice of the fact that they are no longer authorised has been received at the office where theRegisteris kept (or at any other place specified by theDirectors) before the deadline which applies to notice of cancellation ofproxiesunder Article 58. | |
60 | Challenging votes | |
60.1 | Any objection to the right of any person to vote must be made at theGeneral Meeting(oradjournedmeeting) at which the vote is cast. This also applies to any objection about the counting of any vote or the failure to count any vote. If a vote is not disallowed at ameeting, it is valid for all purposes. Any objection must be raised with the chairman of themeetingand the chairman’s decision is final. |
Directors
61 | The number of Directors | |
61.1 | There must be at least twoDirectors(other thanalternate directors). But theshareholderscan increase this minimum by passing anordinary resolution. There is no maximum number ofDirectors. | |
62 | Qualification to be a Director | |
62.1 | ADirectorneed not be ashareholder. |
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63 | Directors’ fees | |
63.1 | In line with this Article 63.1, each of theDirectors, other than aDirector acting in anexecutive capacity, will be paid a fee for their services. TheDirectorsor acommitteecan decide on the amount, timing and way of payingDirectors’fees, but the total of the fees paid to all of theDirectors(excluding amounts paid as specialpayunder Article 64, amounts paid as expenses under Article 65 and any payments under Article 66) must not exceed: |
(a) | £1,500,000 a year; or | ||
(b) | any higher sum decided on by anordinary resolutionat aGeneral Meeting. |
63.2 | The fee will accrue from day to day and anyDirectorholding office as aDirector for only part of the period covered by the fee is only entitled to a pro-rata share for that part of the period. | |
64 | Special pay | |
64.1 | TheDirectorsor anycommitteecan award specialpayto anyDirectorwho: |
(a) | acts in anexecutive capacity; | ||
(b) | serves on anycommittee; | ||
(c) | performs any other services which theDirectorsconsider to extend beyond the ordinary duties of aDirector; | ||
(d) | devotes special attention to the business ofNG; or | ||
(e) | goes or lives abroad onourbehalf. |
64.2 | Specialpaycan take the form of salary, commission or other benefits, or can be paid in some other way (for example by issuingshares). This is decided on by theDirectorsor anycommitteeand can be a fixed sum or percentage of profits or otherwise. | |
64.3 | Specialpayis additional to fees paid under Article 63.1. | |
65 | Directors’ expenses | |
65.1 | Wecan also repay aDirector’stravelling, hotel and other expenses properly incurred: |
(a) | to attend and return fromshareholders’ meetings(including anyclass meetings); | ||
(b) | to attend and return fromDirectors’meetings; | ||
(c) | to attend and return from meetings ofcommittees; or | ||
(d) | in other ways in connection withourbusiness. |
66 | Directors’ pensions and other benefits | |
66.1 | TheDirectorsor anycommitteecan decide whether to award: |
(a) | pensions; | ||
(b) | annual payments; |
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(c) | gratuities; or | ||
(d) | other allowances or benefits; |
to any people who are or wereDirectors, executive officers, officers, or employees ofNGor of anysubsidiaryor formersubsidiaryofNG, or of any predecessor in business ofNGand to any member of their family (including a husband or wife, or former husband or wife) or to any person who is or was dependent on them. | ||
66.2 | TheDirectorscan decide to contribute (before as well as after they stop receiving a salary or occupy a position for which they receive any form of remuneration) to any scheme, trust or fund or to pay premiums to a third party for these purposes. TheDirectorscan make such payments while the intended beneficiary is aDirectorofNGor of any ofoursubsidiaries. They can also make such payments if any intended beneficiary is related to, or depends on (or did depend on), aDirectorofNGor any ofoursubsidiaries. | |
66.3 | TheDirectorsor anycommitteecan arrange for any of these matters to be done byuseither alone or working with any other person. | |
66.4 | NoDirectoror formerDirectoris accountable tousorour shareholdersfor a benefit of any kind given in line with this Article 66. Receiving a benefit of any kind given in line with this Article 66 does not prevent a person from being or becoming aDirector. | |
67 | Appointing Directors to various posts | |
67.1 | TheBoardor anycommitteecan appoint anyDirectoras chairman, or as Chief Executive, or to act in any otherexecutive capacitythey decide on. So far as thelawallows, they can decide on how long these appointments will be for, and on their terms.Subject tothe terms of any of theDirectors’contracts withus, they can also vary or end their appointments. | |
67.2 | ADirectorappointed as an executiveDirectorcan, in line with Article 64, be paid specialpay(by salary, commission, profit sharing or otherwise) in any way theDirectors or anycommitteemay decide and either in addition to, or in place of, any fee they receive as aDirectorunder Article 63. | |
67.3 | ADirectorwill automatically stop being chairman or Chief Executive or acting in any otherexecutive capacityif they are no longer aDirector. Other executive appointments will only stop if the contract or resolution appointing theDirectorto a post says so. If aDirector’sappointment ends under this Article 67.3, this does not prejudice any claim for breach of contract againstuswhich may otherwise apply. | |
67.4 | TheDirectorscan give aDirectorappointed to an executive post any of the powers which they jointly have asDirectors. These powers can be given on terms and conditions decided on by theDirectorseither in parallel with, or in place of, the powers of theDirectorsacting jointly. TheDirectorscan change the basis on which such powers are given or withdraw such powers from the executive. |
Changing Directors
68 | Age limits | |
68.1 | Provisions oflawwhich, read with theseArticles, would restrict the appointment of aDirectoror require them to stop being aDirectorbecause they have reached the age of |
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70, or any other age, do not apply. This includes restrictions and requirements involving special formalities once an age limit is reached. | ||
68.2 | Where theDirectorsconvene anyGeneral Meetingat which (to the knowledge of theBoard) aDirectorwill be proposed for appointment or reappointment and will have reached the age of 70 or more on the date of theGeneral Meeting, theBoardwill give notice of theDirector’sage in years in thenoticeconvening themeeting, but if theBoardaccidentally fails to do so, it will not invalidate any proceedings, or any appointment or reappointment of thatDirector, at thatmeeting. | |
69 | Retiring Directors | |
69.1 | At anAnnual General Meeting, anyDirectorwho was elected or last re-elected three or more calendar years before the current year will automatically retire from office. | |
70 | Eligibility for re-election | |
70.1 | A retiringDirectoris eligible for re-election. | |
71 | Re-electing a Director who is retiring | |
71.1 | ADirectormay be re-elected at theGeneral Meetingat which they retire (as long as they are eligible for re-election and have not toldusin writing that they do not want to be re-elected) if theshareholderspass anordinary resolutionto re-elect theDirector. | |
71.2 | ADirectorretiring at aGeneral Meetingretires at the end of thatmeetingor (if earlier) when a resolution is passed to appoint someone in his place. Where a retiringDirectoris re-elected theDirectorcontinues as aDirectorwithout a break. | |
72 | Electing two or more Directors | |
A single resolution for electing two or moreDirectorsis void unless putting the resolution in this form has been approved by an earlier resolution taken at theGeneral Meeting, with no votes cast against. | ||
73 | People who can be Directors | |
73.1 | Only the following people can be elected asDirectorsat aGeneral Meeting: |
(a) | aDirectorwho is retiring at themeeting; | ||
(b) | a person who is recommended by theDirectors; or | ||
(c) | a person who has been proposed by ashareholder(in line with Article 73.2) who is entitled to attend and vote at theGeneral Meeting. |
73.2 | Ashareholderproposing aDirectorin line with Article 73.1 and Article 118.6 must deliver to theregistered office: |
(a) | a signed letter stating that they intend to propose another person for election asDirector; and | ||
(b) | written confirmation from the person to be proposed that they are willing to be elected. |
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These must be delivered at least seven days before theGeneral Meeting, but not more than 42 days before themeeting(this period includes the date on which thenoticeis given). |
74 | Filling vacancies and appointing extra Directors | |
74.1 | TheDirectorscan appoint any person as an extraDirectoror to fill acasual vacancy. AnyDirectorappointed in this way must retire at the firstAnnual General Meeting after their appointment. At thisAnnual General Meetingthey can be elected by theshareholdersas aDirector. | |
74.2 | Subject toArticle 73, at aGeneral Meetingtheshareholderscan also pass anordinary resolutionto fill acasual vacancyor to appoint an extraDirector. | |
74.3 | ExtraDirectorscan only be appointed under this Article up to the limit (if any) on the total number ofDirectorsunder theArticles(or any variation of the limit approved by theshareholdersunder theArticles). | |
75 | Removing and appointing Directors by an ordinary resolution | |
75.1 | Theshareholderscan pass anordinary resolutionto remove aDirector, even though their time in office has not ended. This applies whatever else is said in theArticles, or in any agreement betweenusand theDirectorconcerned. Bylaw,wemust be given aspecial notice of theordinary resolution. But if aDirectoris removed in this way, it will not affect any claim for damages for breach of any contract of service they may have. | |
75.2 | Subject toArticle 73, theshareholderscan pass anordinary resolutionto elect a person to replace aDirectorwho has been removed in this way. If aDirectoris not appointed under this Article 75.2, the vacancy can be filled under Article 74. | |
76 | When Directors are disqualified | |
76.1 | AnyDirectorautomatically ceases to be aDirectorin any of the following circumstances. |
(a) | If a bankruptcy order is made against them. | ||
(b) | If they make any arrangement or composition with their creditors or apply for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under the Insolvency Act 1986. | ||
(c) | If they become ofunsound mind. | ||
(d) | If they have missedDirectors’meetings for a continuous period of six months, without permission from theDirectors, and theDirectorspass a resolution stating that they have ceased to be aDirector. | ||
(e) | If they cease to be or are banned from being aDirectorbylaw. | ||
(f) | If they: | ||
(i) | giveusa letter of resignation; or | ||
(ii) | offer to resign and theDirectorspass a resolution accepting the offer. | ||
(g) | If all the otherDirectorspass a resolution, or sign a notice, requiring theDirectorto resign, they will no longer be aDirectorwhen the notice is served on them. But |
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if aDirectoris removed in this way, this will not affect any claim for damages for breach of any contract of service which they may have withus. | |||
(h) | If they hold any executive office and this appointment is ended or expires without being renewed within 14 days, and theDirectorsdecide that they should leave their office. |
76.2 | When aDirectorstops being aDirectorfor any reason, they will also automatically stop being a member of anycommittee. Their removal from office will be without prejudice to any claim which they orwemight bring over any contract of service between them andus. |
Directors’ meetings
77 | Directors’ meetings | |
77.1 | TheDirectorscan decide when to have meetings and how they will be conducted, and on thequorum. They can alsoadjourntheir meetings. | |
78 | Who can call Directors’ meetings? | |
78.1 | A meeting can be called by anyDirector. TheCompany Secretarymust also call a meeting if aDirectorrequests a meeting. | |
79 | How Directors’ meetings are called | |
79.1 | Meetings are called by serving anoticeon all theDirectorswho are present in theUnited Kingdom. Thisnoticecan be given to aDirector: |
(a) | personally; | ||
(b) | by word of mouth; | ||
(c) | bynoticein writing(sent to him at his last known address); or | ||
(d) | byelectronic mail(sent to their last known electronic address or other address given by them tousfor this purpose). |
79.2 | AnyDirectorcan waive the right to receivenoticeof any meeting, including one which has already taken place. | |
80 | Quorum | |
80.1 | If no otherquorumis fixed, twoDirectorsare aquorum.Subject totheseArticles, thelawand theMemorandum, a meeting at which aquorumis present canexerciseall the powers, authorities and discretions of theDirectors. | |
80.2 | A person who holds office only as analternate directorwill, if the person who appointed them is not present, be counted in thequorum. | |
80.3 | ADirectorwho ceases to be aDirectorat aDirectors’meeting can continue to be present and act as aDirectorand be counted in thequorumuntil the end of that meeting if no otherDirectorobjects and aquorumwould not otherwise be present. |
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81 | The chairman of Directors’ meetings | |
81.1 | If the chairman of theBoardis at a meeting, they will chair it. If the chairman notifies theDirectorsthat they will not attend theDirectors’ meeting then theDirectors shall, in the advance of theDirectors’ meeting, appoint aDirectorto chair the meeting. | |
81.2 | Subject to Article 81.1, if the chairman of theBoardis not present, or if the chairman is not willing to act as chairman, within five minutes of the time when the meeting is due to start, theDirectorswho are present can choose which one of them will chair the meeting. | |
82 | Voting at Directors’ meetings | |
82.1 | Matters for decision which arise at aDirectors’meeting will be decided by a majority vote. If votes are equal, the chairman of the meeting has a second, casting vote.Directorscan act even if there are vacancies. | |
82.2 | The remainingDirectorscan continue to act even if one or more of them stops being aDirector. But if the number ofDirectorsfalls below the minimum which applies under Articles 61 and 80 (including any variation of this minimum which is approved by anordinary resolutionofshareholders), the remainingDirectorcan only either: |
(a) | appoint furtherDirectorsto make up the shortfall; or | ||
(b) | call aGeneral Meeting. |
82.3 | If noDirectorsare willing or able to act under this Article 82, any twoshareholderscan call aGeneral Meetingto appoint extraDirectors. | |
83 | Directors’ meetings by video conference and phone | |
83.1 | Any or all of theDirectors, or members of acommittee, can take part in a meeting of theDirectorsor of acommitteeby taking part in a video conference or by using a conference phone or similar equipment designed to allow everybody to take part in theDirectors’meeting. | |
83.2 | Taking part in this way will be counted as being present at theDirectors’ meeting. ADirectors’meeting which takes place by way of video conference, conference phone or similar equipment will be treated as taking place where most of the participants are. If there is no largest group,Directors’meetings will be treated as taking place where the chairman is. | |
83.3 | ADirectors’meeting held in the way described in Article 83.1 will be valid as long as aquorumis present in one single place, or in places connected by way of video conference, telephone conference or similar equipment. | |
84 | Resolutions in writing | |
84.1 | This Article 84 applies to a written resolution which is signed by all of theDirectorswho are entitled to receivenoticeof aDirectors’meeting or of a meeting of acommittee. This kind of resolution is just as valid and effective as a resolution passed by thoseDirectorsat a meeting orcommitteemeeting which is properly called and held. | |
84.2 | The resolution can be passed using several copies of a document, if each document is signed by one or moreDirectors. These copies can be made usingelectronic communications. A resolution signed by analternate directorneed not also be signed by |
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the person who appointed them. Also, a resolution signed by the person who appointed analternate directorneed not also be signed by thealternate directorin that capacity. | ||
84.3 | A written resolution will be valid when it is signed by the lastDirector. | |
84.4 | The resolution can be constituted by letter or (as long as it is in writing) byelectronic communicationor by any other way theDirectorsmay approve. | |
85 | The validity of Directors’ actions | |
85.1 | Everything which is done by: |
(a) | theBoard; | ||
(b) | acommittee; | ||
(c) | aDirector; | ||
(d) | a person acting as aDirector; or | ||
(e) | a member of acommittee; |
will be valid even though it is discovered later that anyDirector, or person acting as aDirector, was not properly appointed. | ||
85.2 | Article 85.1 also applies if it is discovered later that anyone was disqualified from being aDirector, or had stopped being aDirector, or was not entitled to vote. | |
85.3 | In any of the cases set out above, anything done in favour of anyone dealing withusin good faith will be as valid as if there was no defect or irregularity of the kind referred to in this Article 85. |
Directors’ interests
86 | Directors’ interests in transactions with us | |
86.1 | If thelawallows and they have disclosed the nature and extent of their interest to theDirectors, aDirectorcan: |
(a) | have any kind of interest in any existing or proposed contractwehave or which involvesus; | ||
(b) | have any kind of interest in any existing or proposed contract with or involving anothercompany(including being a director, officer or employee of thecompany) in whichwehave some interest or in whichwehave any powers of appointment; and | ||
(c) | do paid professional work forus(other than as ourAuditor) either alone or through some firm they are associated with. |
86.2 | ADirectordoes not have to hand over tousany benefit (whether through a salary, commission, profit sharing or otherwise) they receive as a result of anything allowed under Article 86.1, and no contract, transaction or arrangement of the type described above can be set aside because of anyDirector’sinterest or benefit. |
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86.3 | If thelawallows,wecan, byordinary resolution, suspend or relax the provisions of this Article or ratify any contract not properly authorised because the terms of this Article have been broken. |
86.4 | Ifwehold or own shares in anothercompany, theDirectorscan use votes attached to those shares, or if any of theDirectorsare directors of the othercompany, they can vote as directors of that othercompanyas they think fit. |
87 | When Directors can vote on things they have an interest in |
87.1 | Unless theArticlessay otherwise, aDirectorcannot cast a vote on any contract, arrangement or any other kind of proposal they have an interest in (indirect or direct), which they know is amaterialone. For this purpose, interests of a person who is connected with aDirectorunder Section 346 of theCompanies Act(such as a husband, wife or child) are added to theDirector’sinterests. Interests purely as a result of an interest inour shares,debenturesor othersecuritiesare disregarded. In the case of analternate director, an interest of the person who appointed them will be treated as an interest of thealternate director. This is in addition to any interest which thealternate directorhas in their own right. ADirectormay not be included in thequorumof a meeting where they are not allowed to vote on a resolution. |
87.2 | But, if thelawallows this, aDirectorcan vote, and be counted in thequorum, on any resolution about any of the following things, as long as the extent of theirmaterial interests is covered in the following list. |
(a) | A resolution about giving them, or any other person, any security, guarantee orindemnityfor any money which they, or that other person, have lent atourrequest or forourbenefit or the benefit of any ofoursubsidiaries. | ||
(b) | A resolution about giving them, or any other person, any security, guarantee orindemnityfor any liability which they, or that other person, have incurred atour request or forourbenefit or the benefit of any ofoursubsidiaries. | ||
(c) | A resolution about giving any security, guarantee orindemnityto any other person for a debt or obligation whichweor any ofoursubsidiariesowe to that other person, if theDirectorhas taken responsibility for some or all of that debt or obligation. TheDirectorcan take this responsibility by giving a guarantee,indemnity or security. | ||
(d) | A resolution about any proposal relating to an offer of any shares ordebentures, or othersecurities, for subscription or purchase byusor any ofoursubsidiaries, if theDirectortakes part because they are a holder of shares,debenturesor othersecurities, or if they take part in theunderwritingorsub-underwritingof the offer. | ||
(e) | A resolution about any proposal involving any othercompanyin which theDirector(together with any person connected with theDirectorunder Section 346 of theCompanies Act) has a direct or indirect interest of any kind (including an interest by holding any position in thatcompany, or by being a shareholder of thatcompany) as long as they know that they, and anyone connected with them, do not hold an interest (as defined for Sections 198 to 211 of theCompanies Act) in one per cent or more of theissuedshare capital or the voting rights of thecompany. |
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(f) | Any arrangement for the benefit ofouremployees, or any ofoursubsidiaries, which only gives them benefits which are also given generally to the employees the arrangement relates to. | ||
(g) | A resolution about any proposal relating to: |
(i) | any insurance against liability whichwecan buy and renew for the benefit ofDirectors, or of a group of people which includesDirectors; | ||
(ii) | indemnities in favour ofDirectors; | ||
(iii) | the funding of expenditure by one or moreDirectorson defending proceedings against them; or | ||
(iv) | doing anything to enable suchDirectororDirectorsto avoid incurring such expenditure. |
References to a contract in this Article include references to any proposed contract and to any transaction or arrangement, whether it constitutes a contract or not.
87.3 | This Article 87 applies if theDirectorsare considering proposals about appointing two or moreDirectorsto positions withusor anycompanyweare interested in. It also applies if theDirectorsare considering setting or changing the terms of the appointment. These proposals can be split up to deal with eachDirectorseparately. If this is done, eachDirectorcan vote and be included in thequorumfor each resolution, except the one concerning them. But they cannot vote if the resolution relates to appointing them to acompanywhichweare interested in if they have an interest of one per cent or more in thatcompanyin the way described in Article 87.2. |
87.4 | If any question comes up at a meeting about whether aDirectorhas amaterial interest or whether they can vote, and theDirectordoes not agree to abstain from voting on the issue, the question will be referred to the chairman of the meeting or, if theDirector concerned is the chairman, to the otherDirectorsat the meeting. If the chairman is theDirectorin question, the question will be decided by a resolution of theBoard(the chairman will be counted in thequorumbut will not vote on the matter) and the resolution will be final unless the nature or extent of the chairman’s interest (so far as it is known to them) has not been fairly disclosed to theBoard. |
87.5 | The chairman’s ruling about any otherDirectoris final, unless the nature and extent of theDirector’sinterests have not been fairly disclosed to theDirectors. The chairman will have a casting vote. |
88 | More about Directors’ interests |
88.1 | For the purpose of Articles 86 and 87: |
(a) | a general notice given to theDirectorsthat aDirectorhas an interest of the kind stated in the notice in any contract, transaction or arrangement involving anycompanyor person identified in the notice is treated as a standing disclosure that theDirectorhas such interest; | ||
(b) | an interest of a person who is connected with theDirectorunder Section 346 of theCompanies Actwill be treated as an interest of theDirector. An interest of the person who appointed analternate directorwill be treated as an interest of the |
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alternate directorwithout prejudice to any other interest which thealternate directorhas; and | |||
(c) | interests which are not known to theDirectorand which it is not reasonable to expect them to know about are ignored. |
Minutes
89 | Minutes |
89.1 | TheDirectorsmust make sure that minutes are made in the appropriate books: |
(a) | recording the appointment of officers made by theDirectors; | ||
(b) | recording the proceedings ofshareholder meetingsand meetings of theDirectors andcommittees; and | ||
(c) | recording in each case the names of theDirectorspresent. |
89.2 | Subject tothelaw, the minutes will be a sufficient record of the meeting if signed by the chairman. |
Directors’ committees
90 | Delegating powers to committees |
90.1 | TheDirectorscan delegate any of their powers, or discretions, tocommitteesof one or moreDirectors. This includes powers or discretions relating toDirectors’ payor giving benefits toDirectors. If theDirectorshave delegated any power or discretion to acommittee, any references in theseArticlesto using that power or discretion include its use by thecommittee. Anycommitteemust comply with any regulations laid down by theDirectors. These regulations can require or allow people who are notDirectorsto be co-opted onto thecommittee, and can give voting rights to co-opted members. But: |
(a) | there must be moreDirectorson acommitteethan co-opted members; and | ||
(b) | a resolution of thecommitteeis only effective if a majority of the members of thecommitteepresent at the time of the resolution wereDirectors. |
90.2 | Unless theDirectorsdecide not to allow this, acommitteecan sub-delegate powers and discretions to sub-committees. References in theseArticlestocommitteesinclude sub-committees permitted under this Article 90. |
91 | Committee procedure |
91.1 | If acommitteeincludes two or moreDirectors, theArticleswhich regulateDirectors’meetings and their procedure will also apply tocommitteemeetings (if they can apply tocommitteemeetings), unless these are inconsistent with any regulations for thecommitteewhich have been laid down under Article 90.1. |
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Directors’ powers
92 | The power to appoint attorneys and agents |
92.1 | TheDirectorscan appoint anyone (including the members of a group which changes over time) asourattorneysor agents by granting apower of attorneyor by authorising them in some other way. Theattorneysor agents can either be appointed directly by theDirectors, or theDirectorscan give someone else the power to appointattorneysor agents. TheDirectors can decide on the purposes, powers, authorities and discretions ofattorneysor agents. But they cannot give anattorneyor agent any power, authority or discretion which theDirectors do not have under theseArticles. |
92.2 | TheDirectorscan decide how long apower of attorneyor authority will last for, and they can attach any conditions to it. Thepower of attorneyor authority can also include any provisions which theDirectorsdecide on for the protection and convenience of anybody dealing with theattorneyor agent. Thepower of attorneycan also allow theattorneyto grant any or all of their power, authority or discretion to any other person. |
92.3 | For the purposes of this Article 92 butsubject toArticle 92.1, anattorneycan be appointed by twoDirectors,or aDirectorand theCompany Secretary,and an agent can be appointed by aDirectoror theCompany Secretary. |
93 | Local boards |
93.1 | TheDirectorscan establish any local boards or agencies for managing any ofour affairs, either in theUnited Kingdomor elsewhere. |
93.2 | TheDirectorscan: |
(a) | appoint members of these local boards, or any managers or agents; | ||
(b) | fix their remuneration, and; | ||
(c) | delegate to any local board, manager or agent any of theDirectors’powers, authorities and discretions, including the power to sub-delegate. |
93.3 | TheDirectorscan authorise the members of any local boards to fill any vacancies and to act despite any vacancies. |
93.4 | Any appointments or delegations can be made under any terms that theDirectors think fit. TheDirectorscan remove any person appointed in this way, and end or vary any such delegation. No person dealing in good faith with the local board or agency will be affected if they have not received notice of any termination or variation of the appointment or delegation. |
94 | Using the title ‘Director’ |
94.1 | A person who is employed by, or occupies an office withNGmay be given a title which includes the word ‘Director’. This does not mean that the person is aDirectorofNGor that the person can act as aDirectorofNGor be deemed to be aDirectorofNGunder theseArticles. |
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95 | Signatures on cheques | |
All cheques, promissory notes, drafts, bills of exchange and othernegotiable or transferable instruments, and all receipts for money paid tous, can be signed, drawn, accepted, endorsed or made legally effective in any way theDirectorsdecide by passing a resolution. | ||
96 | Borrowing powers | |
96.1 | So far as theCompanies Actsallow, theDirectorscanexerciseallourpowers to: |
(a) | borrow money; | ||
(b) | issue(subject tothe provisions of theCompanies Actsdealing with authority toallot debenturesconvertible intoshares)debenturesand othersecurities; and | ||
(c) | give any form of: |
(i) | guarantee; and | ||
(ii) | security, either outright or as collateral and over all or any ofourundertakings, property andassets; |
for any orourdebts,liabilitiesor obligations or those of any third party.
97 | Borrowing restrictions | |
97.1 | TheDirectorsmust: |
(a) | limitour Borrowings; and | ||
(b) | exerciseall voting and other rights or powers of controlwehave overoursubsidiary undertakings; |
to make sure that the total amount of allBorrowingsby theGroupoutstanding at any time (excluding any borrowings owed by one member of theGroupto another) will not be more than four times theAdjusted Capital and Reserves.
This limitation onBorrowingswill only affectsubsidiary undertakingsto the extent that theDirectorscan restrict theBorrowingsof thesubsidiary undertakingsby exercising the rights or powers of control whichwehave overoursubsidiary undertakings.Wecan consent in advance to exceeding the borrowing limit by passing anordinary resolutionat aGeneral Meeting.
97.2 | In this Article: |
(a) | GroupmeansNGitssubsidiariesandsubsidiary undertakings, other than those not consolidated inNG’sgroup accounts in line with Section 229 of theCompanies Act; | ||
(b) | Adjusted Capital and Reservesmeans the aggregate (combined total) of the share capital andreservesas shown in the latestaudited consolidated balance sheet, prepared in line withUK GAAPof theGroup. It includes: |
(i) | the amount paid up on theissuedshare capital ofNG; | ||
(ii) | the amount credited to the capital and revenue reserves of theGroup(includingshare premium accountandcapital redemption reserve), and any |
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reserves arising on a revaluation of fixedassetsand any credit balance on the profit and loss account; | |||
(iii) | the amounts credited to theGroup’sinvestment grant equalisation account, deferred regional development grants equalisation account or any other similar acquisition account; and | ||
(iv) | the amounts theGrouphas set aside for the purpose of deferred tax or any other similar account, |
(the ’Reserves’) but:
(v) | are adjusted as appropriate to take account of any variation to thepaid-upshare capital orreservessince the date of the latestaudited consolidated balance sheet(see Article 97.2(d))and any variation inNG’s interests in itssubsidiary undertakings; | ||
(vi) | are adjusted as appropriate to take account of any distribution declared, recommended or made by any member of theGroup(other than to another member of theGroup) out of distributable profits up to and including the date of the latest audited consolidated accounts but not provided for in the relevant balance sheet; | ||
(vii) | have the amount of any debit balance on the profit and loss account existing at the date of the relevant balance sheet deducted; | ||
(viii) | have any amount added which has been deducted from theReservesof theGroup for goodwill arising on acquisitions of companies or businesses, which are part of theGroupat the date of calculation but which have been written off against share capital and reserves; and | ||
(ix) | have any other adjustments made that theAuditorsconsider appropriate after consulting theBoard. |
(c) | Borrowingsmeans the aggregate amount (combined total) of allliabilitiesand obligations of theGroupwhich, in line with the accounting bases and principles of theGroup, are treated as borrowings in the latestaudited consolidated balance sheet(see Article 97.2(d)) of theGroup, adjusted as required to include the following. |
(i) | Thenominal amountof any issued share capital and the principal amount of anydebenturesor borrowed monies of any person where: |
(aa) | thebeneficial interestis not owned by a member of theGroup; | ||
(bb) | the payment or repayment of thebeneficial interestis the subject of a guarantee orindemnityby a member of theGroup; or | ||
(cc) | the payment or repayment of thebeneficial interestis secured on theassetsof any member of theGroup. |
(ii) | The outstanding amount raised by any bank or other organisation that accepts acceptance credit on behalf of and in favour of any member of theGroup, but not including acceptances of trade bills for purchasing goods or services in the ordinary course of business. |
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(iii) | The principal amount of anydebenture(whether secured or unsecured) of a member of theGroup, when thedebentureis not owned by another member of theGroup. This applies as long as: |
(aa) | the amount raised by theissueof anydebentures, loan, bonds, notes or other debt is less than the nominal or principal amount of such debt; and | ||
(bb) | the amount to be treated as money borrowed for the purpose of this Article will be the nominal or principal amount of such money (together with any fixed or minimum premium payable on final redemption or repayment) but after deducting the unexpired portion of any discount applied to the amount in the audited balance sheet of theGroup. |
For the purpose of this Article 97.2(c)(iii):
(cc) | the amount raised by theissueof anydebentures, loan, bonds, notes or other debt includes any fixed or minimum premium payable on final redemption or repayment but disregarding the expenses of any suchissue; and | ||
(dd) | the nominal or principal amount of the money borrowed should not be due and payable. |
(iv) | The principal amount of any preference share capital of anysubsidiary undertakingnot owned by a member of theGroup. | ||
(v) | Any fixed or minimum premium payable on the repayment of any borrowing or deemed borrowing. | ||
(vi) | The capital value of any financial lease required to becapitalisedand treated as a liability in the audited balance sheet by any accounting standard. |
Borrowings do not include the following.
(vii) | Money borrowed by a member of theGroupto repay, within six months of being borrowed for this purpose: |
(aa) | all or any part of their outstanding borrowings; or | ||
(bb) | all or any part of the outstanding borrowings of any other member of theGroup. |
(viii) | Money borrowed by a member of theGroupto finance any contract when that member of theGroup, or any other member of theGroup, is guaranteed or insured by: |
(aa) | the Export Credits Guarantee Department; or | ||
(bb) | any other governmental department or agency fulfilling a similar function; |
to receive up to an amount equal to that part of the price under the contract.
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(ix) | For 12 months from the date on which acompanybecomes a member of theGroup, an amount equal to the money borrowed by thatcompany, and which is outstanding at the date when it becomes a member. This applies as long as the money borrowed by theGroup(including money otherwise excluded by the terms of this sub-paragraph) does not exceed an amount equal to five times theAdjusted Capital and Reserves. | ||
(x) | An amount equal to the minority proportion of money borrowed by a part-ownedsubsidiaryof theGroup(after excluding any money owing through loans between members of theGroup) except for the monies borrowed which are guaranteed byNGor any wholly-ownedsubsidiaryofNG. For these purposes, the minority proportion is the proportion of theissuedequity share capital of the partly-ownedsubsidiarywhich is not, for the time being, beneficially owned within theGroup. Money borrowed by a member of theGroupfrom a partly-ownedsubsidiaryof theGroup, which would normally be excluded as being money borrowed and owed between members of theGroup, will be included. | ||
(xi) | Sums advanced or paid to any member of theGroup(or its agents or nominee) by their customers as unspent customer receipts or progress payments towards any contract between a customer and a member of theGroup. |
The aggregate of the following will be credited against the money borrowed.
A. | Cash in hand of theGroup. | ||
B. | Cash deposits and the balance on each current account of theGroupwith banks in theUnited Kingdom(and elsewhere if this applies) if the remittance of the cash to theUnited Kingdomis not prohibited by anylaw, regulation, treaty or official directive. | ||
C. | The amount of all short-termassetsthat might be included in ‘Investments – short-term loans and deposits’ in a consolidated balance sheet of theGroup, prepared on the date of the relevant calculation in line with the principles with which the latest audited balance sheet was produced. | ||
D. | The amount of any cash or short-termassetswhich are securing the repayment of any amount borrowed by theGroupdeposited or otherwise placed with the trustee or similar entity in respect of the relevant borrowing. |
Where the aggregate principal amount ofBorrowingsrequired to be taken into account for the purposes of this Article 97 is being calculated on any particular date, the following will apply.
I. | Money borrowed byNGor anysubsidiary undertakingexpressed or calculated in a currency other than sterling will be converted into sterling using the current rate of exchange, when preparing the audited balance sheet which forms the basis of the calculation of theAdjusted Capital and Reserves. Or, if the calculation did not involve the relevant currency, theAuditorscan refer to the rate of exchange, or approximate rate of exchange, they consider was appropriate on the date the audited balance sheet was prepared. |
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II. | If, under the terms of any borrowing, the amount of money needed to discharge the principal amount of the borrowing in full if it fell to be repaid (at the option ofNGor by reason of default) is less than the amount that would otherwise be taken into account for such borrowing, for the purpose of this Article 97, the amount of the borrowing to be taken into account will be the lesser amount. |
(d) | Audited consolidated balance sheetmeans the audited consolidated balance sheet of theGroupprepared in line with thelawfor the relevant financial year. |
97.3 | TheAuditorscan decide the amount of theAdjusted Capital and Reservesand the total amount ofBorrowingsat any time and their decision will be final and binding on all concerned. And for the purposes of their calculations, theAuditorscan, at their discretion, make any further adjustments or determinations they think fit. Nevertheless theDirectorsmay rely on an estimate given in good faith of the amount of theAdjusted Capital and Reservesand the total amount ofBorrowingsat any time and if, as a result, the borrowing limit is accidentally exceeded, an amount of borrowings equal to the excess can be disregarded until three months after the date on which theAuditorsor theDirectorsbecame aware that such a situation had arisen. |
97.4 | No lender or other person dealing with theGroupneed be concerned whether the borrowing limit is observed. No debt incurred or security given which exceeded the borrowing limit will be invalid or ineffective unless the lender or the recipient of the security had received notice at the time when the debt was incurred or security given, that the limit had been or would be breached as a result. |
Alternate directors
98 | Alternate directors |
98.1 | AnyDirectorcan appoint any person (including anotherDirector) to act in their place (this person is called analternate director). These appointments need the approval of the otherDirectors, unless the proposedalternate directoris anotherDirector. ADirector appoints analternate directorby delivering a signed appointment (or in any other way approved by theDirectors) tous. Analternate directorneed not be ashareholder. |
98.2 | The appointment of analternate directorends if theDirectorappointing them ceases to be aDirector, unless thatDirectorretires at aGeneral Meetingat which theDirectoris re-elected under Article 71. ADirectorcan also remove theiralternate director by delivering a signed notice (or in any other way approved by theDirectors) tous. Analternate directorcan also be removed as analternate directorby a resolution of theDirectors. |
98.3 | Analternate directoris entitled to receivenoticesofDirectors’meetings once they have givenusan address, electronic address or fax number wherewecan servenotices. They are entitled to attend and vote as aDirectorat any meeting where theDirector appointing them is not present and generally to perform all the functions of theDirector appointing them as analternate director. If thealternate directoris aDirectoror attends any meeting as an alternate for more than oneDirector, they will have one vote for eachDirectorthey act as an alternate for, as well as their own vote as aDirector. However, they may not be counted more than once for the purposes of thequorum. If the person who appointed them is temporarily unable to act through ill health or disability, the |
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signature of thealternate directorto any resolution in writing of theDirectorsis as effective as the signature of the person who appointed them. |
98.4 | If theDirectorsdecide to allow this, Article 98.3 also applies to any meeting of acommitteethat the person who appointed them is a member of. |
98.5 | Analternate directorwill alone be responsible tousfor their own actions and mistakes. Except as said in this Article 98, analternate director: |
(a) | does not have power to act as aDirector; | ||
(b) | is not considered to be aDirectorfor the purposes of theArticles; | ||
(c) | is not considered to be the agent of the person who appointed them; and | ||
(d) | cannot appoint analternate director. |
98.6 | If thelawallows, analternate directoris entitled to: |
(a) | contract; | ||
(b) | benefit from contracts or arrangements or transactions; | ||
(c) | be repaid expenses; and | ||
(d) | beindemnifiedto the same extent as if thealternate directorwere aDirector. |
However, thealternate directoris not entitled to receive anypayfromus, except for anypay wewould otherwisepayto the person who appointed them but which they had toldus,in writing, topayto their alternate or unlesswedecide otherwise byordinary resolution.
The Company Secretary
99 | The Company Secretary |
99.1 | TheCompany Secretaryis appointed by theDirectors. TheDirectorsdecide on the terms and period of their appointment as long as thelawallows this. TheBoardcan also remove theCompany Secretary, but this does not affect any claim for damages againstusfor breach of any contract of employment they may have. TheDirectorsmay appoint two or more people to be joint Company Secretaries. |
The Seal
100 | The Seal |
100.1 | TheDirectorsare responsible for arranging for theSealand anysecurities seal to be kept safely. TheSealand anysecurities sealcan only be used with the authority of theBoardor a duly-authorisedcommitteeof theBoard. Thesecurities sealcan be used only for sealingsecuritiesweissue in certificated form and sealing documentsweissue to create or certifysecurities. |
100.2 | Subject tothe provisions of theseArticlesand unless theBoardor a duly authorisedcommitteeof theBoarddecide otherwise, every document which is sealed using theSealmust be signed personally by: |
(a) | oneDirectorand theCompany Secretary; or |
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(b) | twoDirectors. |
100.3 | Acommitteeduly authorised by theBoardfor the purposes of this Article 100 can consist entirely or partly of people other thanDirectors. Other than the provisions of Articles 89.1(a) and (b), Articles 89 and 90 will apply to thiscommittee. |
100.4 | Where a signature is required to witness theSeal, theDirectorscan decide that the witness need not sign the document personally but that their signature can be printed on it mechanically, electronically or in any other way theDirectorsapprove. |
100.5 | Securitiesand documents which have thesecurities sealstamped on them do not need to be signed unless theDirectorsor thelawrequire this. |
100.6 | TheDirectorscan use all the powers given bylawrelating to official seals to be used abroad. |
100.7 | Ourcertificatesfordebenturesor othersecuritiesmay be printed in any way and may be sealed or signed for (or both) in any way allowed by theseArticles. |
100.8 | As long as it is allowed bylaw, any documentweagree to that is signed by oneDirectorand theCompany Secretary, or by twoDirectors, will be as effective as if theSeal had been used. However, a document intended as a deed must not be signed in this way without the authority of theDirectorsor of acommitteeauthorised by theDirectorsto give such authority. |
Authenticating documents
101 | Establishing that documents are genuine |
101.1 | AnyDirector, or theCompany Secretary, has power to authenticate any of the following, and to certify copies or extracts from them as true copies or extracts: |
(a) | any documents relating toourconstitution; | ||
(b) | any resolutions passed by theshareholders, or by theDirectorsor by acommittee; and | ||
(c) | any books, documents, records or accounts which relate toourbusiness. |
101.2 | When any books, documents, records and accounts are not kept at theregistered office,ourofficer who holds them is treated as a person who has been authorised by theDirectorsto authenticate any of them, and to provide certified copies or extracts from them. |
101.3 | This Article 101.3 applies to a document which appears to be a copy of a resolution or an extract from the minutes of any meeting, and which is certified as a copy or extract as described in Article 101.1 or 101.2. This document is conclusive evidence for anyone who deals withuson the strength of the document that: |
(a) | the resolution has been properly passed; or | ||
(b) | the extract is a true and accurate record of the proceedings of a valid meeting. |
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Reserves
102 | Setting up reserves |
102.1 | TheDirectorscan set aside any ofourprofits and hold them in areserveor use these sums for any legal purpose. Sums held in areservecan either be used inourbusiness or be invested. TheDirectorscan divide thereserveinto separate funds for special purposes and alter the funds thereserveis divided into. TheDirectorscan also carry forward any profits without holding them in areserve. TheDirectorsmust comply with the legal restrictions which relate toreserve funds. |
Dividends
103 | Final dividends |
103.1 | Bylaw, theDirectorscan recommend the amount of anyfinal dividend. Theshareholderscan thendeclare final dividendsby passing anordinary resolution. No dividend can exceed the amount recommended by theDirectors. |
104 | Fixed and interim dividends |
104.1 | Bylaw, if theDirectorsconsider thatourprofits justify dividend payments, they can: |
(a) | pay the fixed dividends on any class ofsharescarrying a fixed dividend on the dates set down for paying these dividends; and | ||
(b) | payinterim dividendsonsharesof any class of the amounts, and on the dates and for the periods they decide. |
But nointerim dividendwill be paid onshareswhich carry deferred or non-preferred rights if, at the time of payment, any preferentialdividendis inarrears(on any one of them).
104.2 | If theDirectorsact in good faith, they are not liable to anyshareholderswho suffer a loss because theDirectorshave paid a lawful dividend under this Article 104 on othershareswhichrankequally with or behind theirshares. |
105 | Dividends not in cash |
105.1 | If theDirectorsrecommend this, theshareholderscan pass anordinary resolution to direct all or part of a dividend to be paid by distributing specificassets(and in particularpaid-up sharesordebenturesof any othercompany). TheDirectorsmust act on this resolution. Where any difficulty arises on distributing or valuing theassets, theDirectors can settle it as they decide. In particular, they can: |
(a) | issue fractionalcertificates(or ignore fractions); | ||
(b) | fix the value ofassetsfor distribution purposes; | ||
(c) | subject tothelawand, in the case ofsharesheld in uncertificated form, thesystem’s rules, authorise and instruct any person to sell and transfer any fractions; | ||
(d) | pay cash of a similar value to adjust the rights of people entitled to the dividend; and | ||
(e) | transfer anyassetstotrusteesfor people entitled to the dividend. |
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106 | Deducting amounts owing from dividends and other money |
106.1 | If ashareholderowes any money relating toshares, theDirectorscan deduct any of this money from: |
(a) | any dividend on anysharesheld by theshareholder; or | ||
(b) | any other money payable byusto theshareholderin connection with theshares. |
Money deducted in this way can be used to pay amounts owed tousin connection with theshares.
107 | Payments to shareholders |
107.1 | Any dividend or other money payable in cash (whether in sterling or foreign currency) relating to asharecan be paid: |
(a) | by cheque or warrant or any other similar financial instrument made payable to theshareholderwho is entitled to it and sent direct to their registered address. In the case of jointshareholders, the cash will be sent to theshareholderwho is first named in theRegisterand sent direct to their registered address. The cash can also be sent to someone else named in a written instruction from theshareholder(or from all jointshareholders); | ||
(b) | in the case ofsharesin uncertificated form, by the use of arelevant system (if authorised by theshareholder); | ||
(c) | by inter-bank transfer or other electronic means to an account named in a written instruction from the person receiving the payment; or | ||
(d) | in some other way agreed between theshareholder(or all jointshareholders) andus. |
107.2 | For jointshareholders, or people jointly andautomatically entitled to shares by law,wecan rely on a receipt for a dividend or other money paid onsharesfrom any one of the jointshareholders. |
107.3 | Cheques and warrants are sent, and payment in any other way is made, at the risk of the people who are entitled to the money.Weare treated as having paid a dividend if such a cheque or warrant is cleared or if a payment using arelevant systemor bank transfer or other electronic means is made in line withourinstructions.Wewill not be responsible for a payment which is lost or delayed. If any cheque or warrant has been, or is alleged to have been, lost, stolen or destroyed, theDirectorsmay, if the person entitled to the money asks, issue a replacement cheque or warrant if this person provides evidence that the payment cannot be cleared andourout-of-pocket expenses are paid. |
107.4 | Unless the rights attached to anyshares, or thetermsof anysharesor theArticlessay otherwise, a dividend, or any other money payable in respect of ashare, can be paid in whatever currency theDirectorsdecide, using an appropriate exchange rate selected by theDirectorsfor any currency conversions. TheDirectorscan also agree how and when the amount to be paid in the other currency will be calculated and paid, and forusor any other person to pay any costs involved. |
107.5 | No dividend or other sum payable byuson or forour sharescarries a right to interest fromusunless the rights of thesharesprovide otherwise. |
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107.6 | If the person entitled to the dividend is one ofouremployees or one ofoursubsidiaries, the cheque may be sent to that person throughourinternal post system or that ofoursubsidiary. |
108 | Record dates for payments and other matters |
108.1 | Any dividend or distribution can be paid to theshareholdersshown on theRegisterat the close of business on a particular day. The date must be stated in the resolution passed for payment of the dividend or providing for the distribution. The payment will be based on the number ofsharesregistered on that day. This Article 108 applies whether what is being done is the result of a resolution of theDirectorsor a resolution passed at aGeneral Meeting. The date stated for payment can be before any relevant resolution was passed. This Article 108 does not affect the rights between past and presentshareholdersto payments or other benefits. |
109 | Dividends which are not claimed |
109.1 | TheDirectorscan invest a dividend or use it in some other way forourbenefit if it has not been claimed for one year after the passing of either: |
(a) | the resolution at aGeneral Meetingdeclaring that dividend; or | ||
(b) | the resolution of theDirectorsproviding for payment of that dividend; |
(whichever is later).
If theDirectorsdecide to pay unclaimed dividends into a separate account,wewill not be atrusteeof the money and will not be liable to pay any interest on it. Any dividend which has not been claimed for 12 years after the date on which it wasdeclaredor became due for payment will beforfeitedand belong tous.
109.2 | Wecan stop paying dividends or other monies payable by cheque or other payment order if the cheques or other payment orders for two dividends or other monies payable in a row are sent back or not cashed. This also applies if, following one such occasion, reasonable enquiries have failed to establish any new postal or delivery address for theshareholderor appropriate details for making payment in any other way.Wecan start paying dividends in this way again if theshareholderor a personautomatically entitled to the shares by lawclaims those dividends. |
110 | Waiving dividends |
110.1 | Wecan waive (not pay out) all or any dividend by acting on a document signed by theshareholder(or the personautomatically entitled to the shares by law) and delivered tous. The document need not be in the form of a deed. |
Capitalising reserves
111 | Capitalising reserves |
111.1 | Taking account of anyspecial rightsattaching to any class ofshares, theshareholderscan pass anordinary resolutionto allow theDirectorsto change into capital any sum: |
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(a) | which is part of any ofourreserves(includingpremiumsreceived when anyshareswereissued,capital redemption reservesor other undistributablereserves); or | ||
(b) | whichweare holding as undistributed profits. |
111.2 | Unless theordinary resolutionstates otherwise, theDirectorswill use the sum which is changed into capital by setting it aside for theshareholdersat the close of business on the day the resolution is passed (or another date stated in the resolution). The sum set aside must be used toallotsharesand distribute them toshareholders(or as they may direct) as bonussharesin proportion to their holdings ofsharesat the time. Thesharescan be ordinarysharesor, if the rights of otherexisting sharesallow this,sharesof some other class. |
111.3 | If any difficulty arises distributingsharesin line with this Article 111, theDirectors,subject tothelawand theCREST Regulations, can resolve it in any way they decide. For example, they can deal with entitlements to fractions of ashareor any options involvingouremployee share schemes. They can decide: |
(a) | that the benefit ofsharefractions belongs tous; | ||
(b) | thatsharefractions are ignored; or | ||
(c) | deal with fractions in some other way including by cash payment. |
111.4 | TheDirectorscan appoint any person to sign any contract withuson behalf of those who are entitled tosharesunder the resolution. Such a contract is binding on allshareholdersconcerned. |
Scrip dividends
112 | Shareholders can be offered the right to receive scrip dividends (extra shares instead of cash dividends) |
112.1 | If thelawallows, theDirectorscan, on any terms they think fit, offershareholdersthe right to receive extrashares, instead of some or all of their cash dividend. Theshareholdersmust have passed anordinary resolutionauthorising theDirectorsto make this offer before theDirectorscan do this. |
112.2 | Theordinary resolutioncan apply to a particular dividend or dividends. Or it can apply to some or all of the dividends which can bedeclaredor paid in the period up to and including theAnnual General Meetingwhich is held in the fifth year after theordinary resolutionis passed. |
112.3 | TheDirectorscan offershareholdersthe right to request newsharesinstead of cash for: |
(a) | the next dividend; or | ||
(b) | all future dividends (if a share alternative is made available), until they tellusthat they no longer want to receive newsharesor the authority under Article 112.1 is not renewed. |
TheDirectorscan also allowshareholdersto choose between these alternatives.
112.4 | Ashareholderis entitled toshareswhose totalrelevant valueis as near as possible to, but not greater than, the cash dividend they would have received. Therelevant valueof a |
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shareis a value calculated in the way set out in theordinary resolution. If theordinary resolutiondoes not set this out, then therelevant valueof ashareis the average value of thesharesfor the five dealing days starting from, and including, the day when theshares are first quoted ‘ex dividend’. This is worked out from the average middle-market quotations for theshareson theLondon Stock Exchange, as published in its Daily Official List. A certificate or report from theAuditorstating therelevant valuewill be conclusive evidence of that amount. |
112.5 | TheDirectorswill only apply this Article 112 ifwehave enoughunissuedshares authorised forissueand enough revenues which can becapitalisedto satisfy the offer. |
112.6 | After theDirectorshave decided to apply this Article 112 to a dividend, as soon as reasonably practicable they must notify eligibleshareholders in writing(or where thelaw permits, byelectronic communication) of their right to opt for newshares. This notice should also say how, where and whenshareholdersmust notifyusif they want to receive newshares. Where newsharesare available andshareholdershave already opted to receive newsharesin place of all future dividends,wewill not notify them of a right to opt for newshares. Instead,wewill remind them that they have already opted for newsharesand tell them how to tellusif they want to start receiving cash dividends again. |
112.7 | TheDirectorscan set a minimum number ofshareswhichshareholderscan receive under their right to choose newshares. Noshareholderswill receive a fraction of ashare. TheDirectorscan decide how to deal with any fractions left over.Wecan, if theDirectors decide, have the benefit of these left over fractions. |
112.8 | TheDirectorscan exclude or restrict the right to opt for newshares, or make any other arrangements which they decide are necessary or convenient to deal with any of the following legal or practical problems: |
(a) | problems relating to laws of any territory; or | ||
(b) | problems relating to the requirements of any recognised regulatory body or stock exchange in any territory; or | ||
(c) | where special formalities would otherwise apply in connection with the offer of newshares. |
112.9 | So far as ashareholderopts to receive newshares, no dividend on thesharesfor which they have opted to receive newshares(called theelected shares) will bedeclaredor payable. Instead, newshareswill beallottedon the basis set out earlier in this Article 112. To do this theDirectorswill convert into capital the sum equal to the totalnominal amountof the newsharesto beallotted. They will use this sum topay up in fullthe appropriate number of newshares. These will then beallottedand distributed to the holders of theelected sharesas set out above. The sum to be converted into capital can be taken from any amount in anyreserveor fund (including theshare premium account, anycapital redemption reserveand the income statement). Article 111 applies to this process, so far as it is consistent with this Article 112. | |
112.10 | Unless theDirectorsdecide otherwise or theCREST Regulationsor the rules of arelevant systemrequire otherwise, any newshareswhich ashareholderhas chosen to receive instead of some or all of their cash dividend will be: |
(a) | sharesin uncertificated form if the correspondingelected shareswereuncertificated shareson the record date for that dividend; and |
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(b) | sharesin certificated form if the correspondingelected sharesweresharesin certificated form on the record date for that dividend. |
112.11 | The newsharesrankequally in all respects with theexisting shareson the record date for the dividend. But, they are not entitled to share in the dividend from which they arose. |
112.12 | TheDirectorscan decide that newshareswill not be available in place of any cash dividend. They can decide this at any time before newsharesareallottedin place of a cash dividend, whether before or aftershareholdershave opted to receive newshares. |
Accounts
113 | Accounting and other records |
TheDirectorswill make sure that proper accounting records that comply with thelaw are kept to record and explainourtransactions.
114 | The location and inspection of records | |
114.1 | The accounting records will be kept: |
(a) | at theregistered office; or | ||
(b) | at any other place which thelawallows, and theDirectorsdecide on. |
114.2 | Ourofficers always have the right to inspect the accounting records. |
114.3 | Anyone else (including ashareholder) does not have any right to inspect any ofouraccounting books or papers unless: |
(a) | thelawor a proper court order or anordinary resolutionpassed byusgives them that right; or | ||
(b) | theDirectorsauthorise them to do so. |
115 | Sending copies of accounts and other documents |
115.1 | This Article 115 applies to every balance sheet and income statement to be laid before theshareholdersat aGeneral Meetingwith any other document which thelawrequires to be attached to these, including theDirectors’andAuditor’sreports. |
115.2 | Wemust send copies of the documents mentioned in Article 115.1 to theAuditors,shareholdersanddebentureholders and all other people theArticles, or thelaw, saywemust send them to.Wemust do this at least 21clear daysbefore the relevantGeneral Meeting. Butwedo not need to send these documents to: |
(a) | shareholderswhowesend summary financial statements to bylaw; | ||
(b) | more than one joint holder ofsharesordebentures; or | ||
(c) | any personwedo not have a current address for. |
115.3 | Shareholdersordebentureholders who are not sent copies can receive a copy free of charge by applying tousat theregistered office. |
115.4 | Subject tothelawand if directed by theshareholder,wemay send the documents referred to in this Article 115 byelectronic communication. |
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Auditors
116 | Acts of Auditors |
116.1 | TheDirectorsmust appointAuditorsforus. So far as thelawallows, the actions of a person acting as an auditor are valid in favour of someone dealing withusin good faith, even if there was some defect in the person’s appointment or the person was at any time not qualified to act as an auditor. |
117 | Auditors at General Meetings |
117.1 | AnAuditorcan attend anyGeneral Meetingand should receive allnoticesof and other communications relating to anyGeneral Meetingwhich anyshareholderis entitled to receive. They can speak atGeneral Meetingson any business which is relevant to them asAuditor. |
Notices
118 | Serving and delivering notices and other documents |
118.1 | Any notice, document or other communication (including copies of accounts or summary financial statements) to be given to or by any person in line with theseArticlesmust bein writing, except for anoticecalling a meeting of theDirectorswhich need not bein writing. |
118.2 | Wecan serve or deliver any offer, communication, notice or other document (including copies of accounts, summary financial statements or a sharecertificate) on or to ashareholder: |
(a) | personally; | ||
(b) | through therelevant system; | ||
(c) | by posting it in a letter (with postage paid) to the address recorded for them on theRegister; | ||
(d) | by delivering it to that address; | ||
(e) | by any other way authorised in writing by theshareholderconcerned; | ||
(f) | through our internal post system, or that of asubsidiary, if theshareholder is one ofouremployees or an employee of one oroursubsidiaries; | ||
(g) | so far as thelawallows (and except in relation to sharecertificates), byelectronic mailto an electronic address or fax number in theUnited Kingdomnotified by theshareholder in writing; or | ||
(h) | by an advertisement published in at least one national newspaper published in theUnited Kingdom. |
However, Articles 118 to 127 do not affect any requirements of thelawor theArticleswhich apply to serving offers, notices or documents.
118.3 | Anynoticecan be given to ashareholderif their name appears on theRegisterat any time within 15 days before thenoticeis given. If theRegisterchanges after that time, it will not invalidate giving thenotice. |
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118.4 | Every person who becomes entitled to ashareis bound by anynoticegiven to the person they get their title from. This applies even if the person who becomes entitled to theirsharehas not been entered on theRegister. This Article 118.4 does not apply to a notice given under Section 212 of theCompanies Act. |
118.5 | Article 35.6 applies ifwecannot effectively send anoticethrough the post, because the postal service is suspended or restricted in theUnited Kingdom. |
118.6 | Ashareholdermay give us anynoticeor communication (including arequisition): |
(a) | personally; | ||
(b) | by posting it in a letter (with postage paid) to theregistered office; or | ||
(c) | byelectronic mailto an electronic address or fax numberweset out. |
119 | Notices to joint holders |
119.1 | When anoticeor document is given to jointshareholders, it will be given to the first jointshareholderwith aUnited Kingdomaddress who is listed on theRegister. Anotice given in this way is treated as given to all of the joint holders. |
120 | Notices for shareholders with foreign addresses |
120.1 | This Article 120 applies to ashareholderwhose address on theRegisteris outside theUnited Kingdom. They can giveusaUnited Kingdomaddress wherenoticesor documents can be served on them. If they do, they are entitled to havenoticesor documents served on them at that address. Otherwise, they are not entitled to receive anynoticesand documents fromus. |
120.2 | Forshareholdersregistered on a branch register,noticesor documents can be posted in theUnited Kingdomor in the country where the branch register is kept. |
121 | When notices are served or considered to be served |
121.1 | If anoticeor any other kind of document is sent through the post (or internal post for ashareholderwho is one ofouremployees or an employee of one ofoursubsidiaries), it is treated as being served or delivered on the day after it was posted, if first-class post is used (or on the day advised by the post office, based on the class of post used).Wecan prove that anoticeor other document was served by post (or internal post) by showing that: |
(a) | the letter containing thenoticeor document was properly addressed; and | ||
(b) | it was put into the postal system with postage paid (where this applies) or given to a delivery agent. |
121.2 | If an advertisement is published in a newspaper in line with Article 118.2,noticewill be served on the date of the publication of the newspaper. |
121.3 | If thelawand theseArticlesallow, anoticeor document sent byelectronic mail is treated as being served or delivered on the day after it was sent. Proof (in line with the formal recommendations of best practice contained in the guidance issued by the Institute of Chartered Secretaries and Administrators) thatwesent anelectronic communicationwill be considered evidence thatwesent it or it was delivered. |
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121.4 | Ifweserve, deliver personally or leave anoticeor any other kind of document at the address for theshareholderon theRegister,wetreat it as being served or delivered on the day and at the time it was left. |
121.5 | If anoticeor any other communication is sent or delivered by arelevant system,wetreat it as being served or delivered whenwesend the issuer instructions about thenotice or document. |
121.6 | If amemberis present at anyshareholders’ meetingeither in person or byproxy or, in the case of a corporate member, by a duly authorisedrepresentative, it will be considered that they receivednoticeof themeetingand of the reason why it was called. |
122 | Serving notices and documents on shareholders who have died, are bankrupt or are of unsound mind |
122.1 | This Article 122 applies if ashareholderhas died, has become ofunsound mindor become bankrupt or is in liquidation, but is still registered as ashareholder. It applies whether they are registered as a sole or jointshareholder. A person who isautomatically entitled to such shares by law, and who proves this to the reasonable satisfaction of theDirectors, can give aUnited Kingdomaddress for service ofnoticesand documents. If this is done,noticesand documents must be sent to that address. Otherwise, if any notice or other document is served on theshareholdernamed on theRegister, or sent to them in line with theArticles, this will be valid despite their death,unsound mind, bankruptcy or liquidation. This applies even ifweknew about these things. Ifnoticesor documents are served or sent in line with this Article 122.1, there is no need to send them to, or serve them in any other way, on any other people who may be involved. |
123 | If documents are accidentally not sent |
123.1 | If anynoticeor other document relating to any meeting or other proceeding is accidentally not sent, or is not received, the meeting or other proceeding will not be invalid as a result. |
124 | When entitlement to notices stops |
124.1 | This Article 124 applies if, on two consecutive occasions,noticesor other communications have been sent by post to ashareholderat their registered address (or, in the case of ashareholderwhose registered address is not in theUnited Kingdom, any address given tousfor servingnotices) but have been returned undelivered. Theshareholderwill not be entitled to receive any morenoticesor other communication until they have givenusa new registered address (or, in the case of a member whose registered address is not within theUnited Kingdom, a new address for serving ofnotices). For the purposes of this Article 124.1, references to a communication include references to any cheque or other method of payment; but nothing in this Article 124.1 will entitleusto stop sending any cheque or other method of payment for any dividend, unlessweare also entitled to do so under Article 109.2. |
125 | Signing documents |
125.1 | If, under theseArticles, a document needs to be signed by ashareholderor other person and it is in the form of anelectronic communication, to be valid it must incorporate the electronic signature or personal identification details (which may be detailswehave previously allocated) of thatshareholderor other person. The signature or personal |
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identification details must be in a form theDirectorsapprove, or be accompanied by any evidence theDirectorsneed to satisfy themselves that the document is genuine.Wemay specify ways for validating a document, andwewill regard any document not validated in the waywespecify as not having been received byus. |
126 | Electronic communication |
126.1 | Anyshareholderwho givesusan address for receivingelectronic communications is agreeing to receivenoticesand other documents fromusbyelectronic communication. If ashareholdergives us theirelectronic mailaddress,wecan fulfilourobligation to send them anynoticeor other document by: |
(a) | publishing thenoticeor document on a website; and | ||
(b) | notifying them byelectronic mailthat thenoticeor document has been published on a website, specifying the address of the website, the place on the website where it can be accessed, how it can be accessed and (if it is anoticerelating to ashareholders’ meeting) stating: |
(i) | that thenoticeconcerns anoticeof ameetingserved in accordance with theCompanies Act; | ||
(ii) | the place, date and time of themeeting; | ||
(iii) | whether the meeting is to be an annual or extraordinary general meeting; and | ||
(iv) | such other information that may be required bylaw. |
126.2 | Any amendment or withdrawal of a notification given tousunder this Article will only take effect whenweactually receive itin writingfrom, and signed by, theshareholder. |
126.3 | Wewill not consider anelectronic communicationas received byusif it is rejected byourcomputer virus-protection arrangements. |
126.4 | TheDirectorscan at any time, without giving notice, refuse to sendelectronic communicationsto any addresswehave been given for sendingelectronic communicationsifwe believe this is necessary. This applies whether or notwehave previously sentelectronic communicationsto that address. |
126.5 | Subject tothelaw, theDirectorsmay vary the terms and conditions relating to the use ofelectronic communicationsunder theseArticles. |
127 | Statutory requirements for notices |
127.1 | Nothing in Articles 118 to 126 will affect any legal requirement for serving any offer, notice or other document in any particular way. |
Winding up
128 | Directors’ power to petition |
128.1 | TheDirectorshave power inourname and onourbehalf to present a petition to the court forNGto bewound up. |
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129 | Distributing assets in kind |
129.1 | Ifwearewound up(whether by voluntary liquidation, under supervision of the Court, or by the Court) the liquidator can, with the authority of aspecial resolutionpassed by theshareholdersand any other sanction required by thelaw, divide the whole or any part ofourassetsamongour shareholders. This applies whether theassetsconsist of property of one kind or different kinds. For this purpose, the liquidator can set whatever value they consider fair on any property and decide how to divide it betweenshareholdersor different groups ofshareholders. The liquidator can also, with the authority of aspecial resolution passed by theshareholdersand any other sanction required bylegislation, transfer any part of theassetstotrusteeson trusts for the benefit ofshareholdersas the liquidator decides. The liquidation ofNGcan then be closed andourcompanydissolved. However, under this Article 129, no past or presentshareholdercan be forced to accept anysharesor other property which carries aliability. |
Destroying documents
130 | Destroying documents |
130.1 | Wecan destroy: |
(a) | all transfer forms forshares, and documents sent to support a transfer, and any other documents which were the basis for making an entry on theRegister, six years after the date of registration; | ||
(b) | all dividend payment instructions and notifications of a change of address or name, two years after the date these were registered; and | ||
(c) | all cancelled sharecertificates, one year after the date they were cancelled. |
130.2 | Ifwedestroy a document in line with Article 130.1, it is conclusively treated as having been a valid and effective document in line withourrecords relating to the document. Any actionwetook in dealing with the document in line withourterms before it was destroyed is conclusively treated as properly taken. |
130.3 | This Article 130 only applies to documents which are destroyed in good faith and ifweare not on notice of any claim to which the document may be relevant. |
130.4 | For documents relating tosharesin uncertificated form,wemust also comply with any rules (as defined in theCREST Regulations) which limitourability to destroy these documents. |
130.5 | Wecan destroy a document earlier than the dates mentioned in Article 130.1 ifwe make a permanent record (whether electronically, by microfilm, by digital imaging or by any other means) of that document beforewedestroy it. |
130.6 | This Article 130 does not makeusliable: |
(a) | ifwedestroy a document earlier than referred to in Article 130.1; or | ||
(b) | ifwewould not be liable if this Article 130 did not exist. |
130.7 | This Article 130 applies whetherwedestroy a document or dispose of it in some other way. |
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Indemnity and insurance
131 | Indemnity and insurance |
131.1 | Subject tothelaw,wewill indemnify allour Directorsand officers out ofour own funds against the following: |
(a) | Any liability incurred by or attaching to them in connection with any negligence, default, breach of duty or breach of trust by them in relation toNGother than: |
(i) | any liability tousor anyassociated company; and | ||
(ii) | any liability of the kind referred to in Sections 309B(3) or (4) of theCompanies Act. |
(b) | Any other liability incurred by or attaching to them: |
(i) | in actually or seemingly carrying out their duties; | ||
(ii) | in using or seemingly using their powers; and | ||
(iii) | in any other activity connected to their duties, powers or office. |
Where aDirectoror officer is indemnified against any liability in line with this Article 131, theindemnitywill cover all costs, charges, losses, expenses andliabilitiesincurred by them.
131.2 | As well as the cover provided under Article 131.1 above, theDirectorswill have power to purchase and maintain insurance for or for the benefit of: |
(a) | any person who is or was at any time aDirectoror officer of anyrelevant company; or | ||
(b) | any person who is or was at any time a trustee of any pension fund or employees’ share scheme in which employees of anyrelevant companyare interested. |
This includes insurance against any liability incurred by or attaching to them through any act or omission:
(i) | in actually or seemingly carrying out their duties; | ||
(ii) | in using or seemingly using their powers; and | ||
(iii) | in any other activity connected to their duties, powers or offices; |
in relation to:
(aa) | anyrelevant company; | ||
(bb) | any pension fund; or | ||
(cc) | any employees’ share scheme; |
and all costs, charges, losses, expenses andliabilitiesincurred by them in relation to any act or omission.
131.3 | Subject tothelaw,wewill: |
(a) | provide aDirectoror officer with funds to meet expenditure they have incurred or may incur in defending any criminal or civil proceedings or in connection with any |
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application under the provisions mentioned in Section 337A(2) of theCompanies Act; and | |||
(b) | do anything to enable aDirectoror officer to avoid incurring such expenditure, but any fundsweprovide or other thingswedo will be in line with Section 337A(4) of theCompanies Act. |
The ADR Depositary
Some ofour sharesare held in the form of American Depositary Receipts (ADRs). These are receipts, administered by American banks, for shares in non-American companies. The American bank’s role includes collecting and distributing dividends to ADR Holders.
132 | ADR definitions | |
132.1 | In Articles 132 to 141: |
ADR Depositary | A bank (custodian), approved by theBoard, who holdsDepositary Sharesunder arrangements where they issueADRsto anADR Holder. | ||
ADR Holder | means someone who ownsour ADRs. | ||
ADRs | American depositary receipts which are issued by theADR Depositaryand representDepositary Shares. | ||
Appointed Number | means the number ofDepositary Shareswhich anAppointed Proxyholds. | ||
Appointed Proxy | means anADR Holderwho is appointed asproxyby theADR Depositary. | ||
Depositary Shares | Our sharesheld by a custodian. | ||
Proxy Register | The register of names and addresses of all theAppointed Proxies. |
133 | The ADR Depositary can appoint proxies |
133.1 | TheADR Depositarycan appoint more than one person to be itsproxy. As long as the appointment is in line with the requirements in Article 133.2, the appointment can be made in any way and on any terms which theADR Depositarythinks fit. Each person appointed in this way is called anAppointed Proxy. |
133.2 | The appointment must set out the number ofsharesallocated to eachAppointed Proxy. This number is called theAppointed Number. When added together, theAppointed Numbers of allAppointed Proxiesappointed by theADR Depositarymust not be more than the number ofDepositary Shares(as calculated in Article 133.3). |
133.3 | TheDepositary Shareswhich can be held by theADR Depositaryconsist of the total of the number ofsharesregistered in the name of theADR Depositary. |
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134 | The ADR Depositary must keep a Proxy Register |
134.1 | TheADR Depositarymust keep a register of the names and addresses of all theAppointed Proxies. This is called theProxy Register. TheProxy Registerwill also set out theADRsheld by eachAppointed Proxy.TheAppointed Numberofsharescan be calculated by multiplying the number ofADRsheld by anAppointed Proxyby the number ofshareswhich any oneADRcurrently represents. |
134.2 | TheADR Depositarymust let anyone theDirectorsnominate inspect theProxy Registerduring usual business hours on abusiness day. TheADR Depositarymust also provide, as soon as possible, any information contained in theProxy Registerifweorouragents ask for it. |
135 | Appointed Proxies can only attend General Meetings if properly appointed |
135.1 | AnAppointed Proxymay only attend aGeneral Meetingif they provideuswith written evidence of their appointment by theADR Depositaryfor thatGeneral Meeting. This must be in a form agreed between theDirectorsand theADR Depositary. |
136 | Rights of Appointed Proxies |
136.1 | Subject totheCompanies Actand theseArticles,and as long as theDepositary Sharesare sufficient to include anAppointed Proxy’s Appointed Number: |
(a) | at aGeneral Meetingwhich anAppointed Proxyis entitled to attend, they are entitled to the same rights and have the same obligations in relation to theirAppointed Numberofsharesas if theADR Depositarywas the registered holder of thesharesand they had been validly appointed in line with Articles 56 to 60 by theADR Depositaryas itsproxyin relation to thoseshares; and | ||
(b) | anAppointed Proxycan appoint another person to be theirproxyfor theirAppointed Numberofshares, as long as the appointment is made and deposited in line with Articles 56 to 60 and, if it is, the provisions of theseArticleswill apply to this appointment as though theAppointed Proxywas the registered holder of suchshares and the appointment was made by them in that capacity. |
137 | Sending information to an Appointed Proxy |
137.1 | Wecan send to anAppointed Proxy, at their address in theProxy Register, all the same documentswesend toshareholders. |
138 | Paying dividends to an Appointed Proxy |
138.1 | Wecan pay to anAppointed Proxy, at their address in theProxy Register, all dividends or other monies relating to theAppointed Proxy’s Appointed Numberofsharesinstead of paying this amount to theADR Depositary. Ifwedo this,wewill not have any obligation to make this payment to theADR Depositaryas well. |
139 | The Proxy Register can be fixed at a certain date |
139.1 | To determine who is entitled asAppointed Proxiesto: |
(a) | exercisethe rights conferred by Article 136; |
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(b) | receive documents sent in line with Article 137; and | ||
(c) | be paid dividends in line with to Article 138; |
and theAppointed Numberofsharesfor which a person is to be treated as having been appointed as anAppointed Proxy, theADR Depositarycan determine that theAppointed Proxies are the people entered in theProxy Registerat the close of business on a date (a ‘Record Date’) determined by theADR Depositaryin consultation withus.
139.2 | When aRecord Dateis decided for a particular purpose: |
(a) | theAppointed Numberofsharesheld by anAppointed Proxywill be treated as the number appearing against their name in theProxy Registerat the close of business on theRecord Date; | ||
(b) | this can be shown by multiplying the number ofADRswhich eachAppointed Proxy holds by the number ofshareswhich any oneADRcurrently represents; and | ||
(c) | changes to entries in theProxy Registerafter the close of business on theRecord Datewill be ignored in determining if a person is entitled for the purpose concerned. |
140 | The nature of an Appointed Proxy’s interest |
140.1 | Except as required by theCompanies Act,wewill not recognise anyAppointed Proxyas holding any interest insharesheld in any trust. |
140.2 | Except for recognising the rights set out in Article 137,weare entitled to treat any person entered in theProxy Registeras anAppointed Proxyfor certainsharesas the only person (other than theADR Depositary) who has any interest in suchshares. |
141 | Validity of the appointment of Appointed Proxies |
141.1 | If any question arises at aGeneral Meetingabout the validity of any appointments to vote (orexerciseany other right) in respect of anyshares(for example, because the total number ofsharesrecorded against appointments in theProxy Registeris more than the number ofDepositary Shares), the chairman of theGeneral Meetingwill decide who can vote (which can include refusing to recognise a particular appointment or appointments as valid) and the chairman’s decision will, if made in good faith, be final and binding. |
141.2 | If a question of the type described in Article 141.1 arises in any circumstances other than at or in relation to aGeneral Meeting, the question will be decided by theDirectors. Their decision (which can include refusing to recognise a particular appointment or appointments as valid) will also, if made in good faith, be final and binding. |
142 | Rights and Restrictions attached to the B Shares |
(A) | Election Form |
(a) | Together with a circular to Shareholders dated 6 June 2005 (the “Circular”) holders of ordinary shares were sent a form of election relating to the B Shares (the “Election Form”) under which they could elect in relation to any B Shares to be issued to them to: (i) receive the Single B Share Dividend (as defined below); (ii) accept an offer by JP Morgan Cazenove Limited to purchase the B Shares (the “Initial Repurchase Offer”); or (iii) retain B Shares and receive the B Share Continuing Dividend (as defined below). |
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(b) | Holders of B Shares who have not returned a duly completed Election Form by 4.30pm on 5 August 2005 (or such later time and/or date as the Directors may determine) electing (revocably until that time) to accept the Initial Repurchase Offer or to retain their B Shares and receive the B Share Continuing Dividend will be deemed instead to have elected to receive the Single B Share Dividend (as described in Article 142(B) below) in relation to each B Share held by them. |
(c) | The Directors may, if they so determine in their absolute discretion, accept an Election Form which is received after the relevant time or which is not correctly completed. The Directors may, in addition, if they so determine in their absolute discretion, treat any other document or action as a valid Election Form or as the completion or delivery of a valid Election Form, as the case may be. |
(B) | Income |
(a) | Out of the profits available for distribution, a single dividend of 65 pence per B Share (the “Single B Share Dividend”) shall be payable to those holders of B Shares who have elected or are deemed pursuant to Article 142(A)(b) above to have elected to receive the Single B Share Dividend. |
(b) | Such dividend shall, if declared, become payable on 8 August 2005 or such later date as the Directors may determine (the “Single Dividend Date”). Each B Share in respect of which such dividend becomes payable shall, on such date (or such other date as the Directors may determine), be automatically converted into a deferred share of 10 pence nominal value with the rights and restrictions described in Article 142(I) (a “Deferred Share”). |
(c) | Out of the profits available for distribution in respect of each financial year or other accounting period of the Company, the holders of the B Shares who have elected to retain their B Shares shall be entitled, in priority to any payment of dividend or other distribution to the holders of any New Ordinary Shares and before profits are carried to reserves, to be paid a non-cumulative preferential dividend (the “B Share Continuing Dividend”) at such annual rate on a value of 65 pence per B Share as is calculated in accordance with Articles 142(B)(e) and 142(B)(f) below rounded down to the nearest 1/10 penny (exclusive of any associated tax credit relating thereto but inclusive of any withholding tax deductible therefrom). |
(d) | The first B Share Continuing Dividend will be in respect of the period commencing on the Single Dividend Date as defined under Article 142(B)(b), and is to be paid in arrears on 7 August 2006 (or such later date as the Directors may determine) and thereafter, such dividend will be paid (without having to be declared) annually in arrears on 7 August (or such later date as the Directors may determine) in each year or, if any such date would otherwise fall on a date which is not a Business Day (as defined below) it shall be postponed to the next day which is a Business Day (without any interest or payment in respect of such delay being charged) (each, a “Payment Date”). |
(e) | Each twelve month period ending on 7 August is called a “Calculation Period”. The annual rate applicable to each Calculation Period shall be 75 per cent of 12 month LIBOR for the Calculation Period in question which appears on the display designated as page ISDA on Reuters (or such other page or service as may replace it or have replaced it for the purpose of displaying London inter-bank offered rates of leading banks for pounds sterling deposits as determined by the Company), at or about 11.00 a.m. (London time) on the first Business Day of such Calculation Period. |
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(f) | If the offered rate so appearing is replaced by the corresponding rates of more than one bank then Article 142(B)(e) above shall be applied, with any necessary consequential changes, to the arithmetic mean (rounded upward, if necessary, to the nearest 1/16 per cent) of the rates (being at least two) which so appear, as determined by the Company. If for any other reason such offered rate does not so appear, or if the relevant page is unavailable, the Company will request each of the banks whose offered rates would have been used for the purposes of the relevant page, if the event leading to the application of this Article 142(B)(f) had not happened, through its principal London office to provide the Company with its offered quotation to leading banks for pounds sterling deposits in London for the Calculation Period concerned as at 11.00 a.m. (London time) on the first Business Day of such Calculation Period. |
The rate for such Calculation Period shall be the arithmetic mean (rounded upward, if necessary, to the nearest 1/16 per cent) of such quotations (or of such of them, being at least two, as are so provided), as determined by the Company.
(g) | In this paragraph, the expression “Business Day” means a day upon which pounds sterling deposits may be dealt in on the London inter-bank market and commercial banks are generally open in London; and “non-cumulative” in relation to the B Share Continuing Dividend means that the dividend payable on each Payment Date is payable out of the profits of the Company, available for distribution in respect of the accounting reference period in which the Payment Date falls (including any reserves representing profits made In previous accounting reference periods) without any right in the case of a deficiency to resort to profits made in subsequent accounting reference periods. |
(h) | Payments of the B Share Continuing Dividend under Article 142(B)(d) shall be made to holders on the Company’s relevant register on a date selected by the Directors, being not less than 15 days nor more than 42 days (or, in default of selection by the Directors, on the date falling 15 days) prior to the relevant Payment Date. |
(i) | The holders of the B Shares shall not be entitled to any further right of participation in the profits of the Company, |
(j) | All B Share Continuing Dividends payable on the B Shares which are unclaimed for a period of 12 years from the date of due payment shall be forfeited and shall revert to the Company. |
(C) | Capital |
(a) | Except as provided in Article 142(F) below, on a return of capital on winding-up (excluding any intra-group reorganisation on a solvent basis), the holders of the B Shares shall be entitled, in priority to any payment to the holders of New Ordinary Shares, to 65 pence per B Share held by them, together with a sum equal to the relevant proportion of the B Share Continuing Dividend (if any) under Article 142(B)(c) which would have been payable, if the winding-up had taken effect on the last day of the then current Calculation Period, the relevant proportion being the number of days from and including the preceding Payment Date (or, if the date of such winding-up is prior to 8 August 2005, the Single Dividend Date) to, but excluding, the date of such winding-up, divided by 365. |
(b) | The aggregate entitlement of each holder of B Shares on a winding-up in respect of all of the B Shares held by him shall be rounded up to the nearest whole penny. |
(c) | The holders of the B Shares shall not be entitled to any further right of participation in the profits or assets of the Company in excess of that specified in Article 142(C)(a) above. If on |
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such a winding-up the amounts available for payment are insufficient to cover in full the amounts payable on the B Shares, the holders of such shares will share rateably in the distribution of assets (if any) in proportion to the full preferential amounts to which they are entitled. |
(D) | Attendance and voting at general meetings |
(a) | The holders of the B Shares shall not be entitled, in their capacity as holders of such shares, to receive notice of any general meeting of the Company nor to attend, speak or vote at any such general meeting unless: |
(iv) | the business of the meeting includes the consideration of a resolution for the winding-up (excluding any intra-group reorganisation on a solvent basis) of the Company, in which case the holders of the B Shares shall have the right to attend the general meeting and shall be entitled to speak and vote only on any such resolution; or | ||
(v) | at the date of the notice convening the meeting, the B Share Continuing Dividend has remained unpaid for six months or more from any Payment Date, in which case the holders of the B Shares shall have the right to attend the general meeting and shall be entitled to speak and vote on all resolutions. |
(b) | Whenever the holders of the B Shares are entitled to vote at a general meeting of the Company, on a show of hands every holder thereof who (being an individual) is present in person or (being a corporation) by a representative shall have one vote, and on a poll every such holder shall have such number of votes as he would be entitled to exercise had he been the holder of the New Ordinary Shares arising if the B Shares registered in the name of such holder had been converted into such New Ordinary Shares immediately prior to such meeting in accordance with the rights of the B Shares. |
(E) | Company’s right to purchase |
(a) | Subject to the provisions of the Companies Act and to compliance with applicable securities law and regulations but without the need to obtain the sanction of an extraordinary resolution of the holders of the B Shares, the Company may at any time and at its sole discretion purchase B Shares (i) in the market or (ii) by tender available alike to all holders of B Shares or (iii) by private treaty, in each case at a price and upon such other terms and conditions as the Directors may think fit. |
(b) | Subject to the provisions of the Companies Act, and pursuant to the authority provided in Article 142(E)(a) above, the Company may, at any time after 8 August 2007, without obtaining the sanction of the holders of the B Shares: |
(i) | appoint any person to execute on behalf of all the holders of the B Shares a transfer of all of the B Shares or any part thereof (and/or an agreement to transfer the same) to the Company or to such person as the Directors may determine, subject to the Company or such person (as the case may be) paying to the holders of the B Shares so transferred such amount as they would be entitled to under Article 142(C) were the Company to be wound up on such day; | ||
(ii) | cancel all or any B Shares so purchased in accordance with the Companies Act; | ||
(iii) | in connection therewith, change the form of any B Shares held in uncertificated form to certificated form and cancel any relevant listing or trading of such B Shares |
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(and the holders of the B Shares shall take such steps as may be required in connection with such change of form or cancellation of listing). |
(F) | Class rights |
(a) | The Company may from time to time create, allot and issue further shares, whether rankingpari passuwith or in priority to the B Shares. The creation, allotment or issue of any such further shares (whether or not ranking in any respect in priority to the B Shares) shall be treated as being in accordance with the rights attaching to the B Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of B Shares. |
(b) | A reduction by the Company of the capital paid up or credited as paid up on the B Shares and the cancellation of such shares shall be treated as being in accordance with the rights attaching to the B Shares and shall not involve a variation of such rights for any purpose. The Company will be authorised to reduce its capital (subject to the confirmation of the Court in accordance with the Companies Act and without obtaining the consent of the holders of the B Shares) including by paying to the holders of the B Shares the preferential amounts to which they are entitled as set out above. |
(c) | If at any time a currency other than pounds sterling is accepted as legal tender in the United Kingdom in place of or in addition to pounds sterling, the Directors shall be entitled, without the consent of holders of the New Ordinary Shares or the B Shares, to make such arrangements and adjustments in respect of the method of calculation and payment of any of the entitlements of holders of B Shares under these Articles as the Directors consider necessary, fair and reasonable in the circumstances to give effect to the rights attaching to the B Shares, including (without limitation) in respect of the calculation and payment of the B Share Continuing Dividend, notwithstanding the fact of such acceptance. Any such arrangements and adjustments shall not involve a variation of any rights attaching to the B Shares for any purpose. |
(G) | Conversion into New Ordinary Shares at the Company’s option |
(a) | The Company may (subject to the provisions of the Companies Act) at any time after 8 August 2007, and will in any event before 31 December 2009, on the giving of not less than 10 days ‘nor more than 42 days’ notice in writing to the holders of the B Shares, convert all but not some only of the outstanding B Shares into New Ordinary Shares on the date specified in the notice (the “Conversion Date”). The conversion shall be on the basis of one New Ordinary Share for every (M/65) B Shares (where M represents the average of the closing mid-market quotations in pence of the New Ordinary Shares on the London Stock Exchange, as derived from the Daily Official List (as maintained by the UK Listing Authority for the purposes of the Financial Services and Markets Act 2000, as amended) for the five Business Days immediately preceding the Conversion Date), fractional entitlements being disregarded and the balance of such shares (including any fractions) shall be deferred shares, which shall have the same rights and be subject to the same restrictions as the Deferred Shares of 10 pence set out in Article 142(l). |
(b) | If the Company exercises its rights of conversion, the period commencing on the Payment Date preceding the Conversion Date and ending on such Conversion Date is called the “Final Calculation Period” and the B Share Continuing Dividend in respect of such period shall be payable in arrears on the final Business Day of such period (the “Final Payment Date”). In respect of the Final Calculation Period (if any), the amount of the B Share Continuing Dividend shall be the relevant proportion of the B Share Continuing Dividend |
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which would have been payable if conversion had taken effect on the last day of the then current Calculation Period, the relevant proportion being the number of days from and including the last Payment Date to, but excluding, the Final Payment Date, divided by 365. The aggregate amount of the B Share Continuing Dividend payable to each holder of B Shares shall be rounded down to the nearest 1/10 penny. |
(H) | Deletion of Article 142(A)-(H) when no B Shares in existence | |
Article 142(A)-(H) shall remain in force until there are no longer any B Shares in existence whether by way of conversion into Deferred Shares, repurchase and cancellation or conversion into New Ordinary Shares or until 31 December 2009, whichever is earlier, notwithstanding any provision in the Articles to the contrary. Thereafter Article 142(A)-(H) shall be and shall be deemed to be of no effect (save to the extent that the provisions of Article 142(A)-(H) are referred to in other Articles) and shall be deleted and replaced with the wording ‘Article 142(A)-(H) has been deleted’, and the separate register for the holders of B Shares shall no longer be required to be maintained by the Company; but the validity of anything done under Article 142(A)-(H) before that date shall not otherwise be affected and any actions taken under Article 142(A)-(H) before that date shall be conclusive and shall not be open to challenge on any grounds whatsoever. |
(I) | Deletion of Article 142(I)-(J) when no Deferred Shares in existence | |
Article 142(I)-(J) has been deleted. |
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Glossary
About the glossary
This glossary is to help readers understandour Articles. Words are explained as they are used in theArticles, they might mean different things in other documents. The glossary is not legally part of theArticlesand it does not affect their meaning. The definitions are intended to be a general guide, they are not precise.
ActAn Act of Parliament, including theCompanies Act, any statute, statutory instrument, order, rule, regulation or directive.
adjournWhen a meeting breaks up, to be continued at a later time or day, at the same or a different place.
allotWhen new shares are allotted, they are set aside for the person they are intended for. This will normally be after the person has agreed to pay for a new share, or has become entitled to a new share for any other reason. As soon as a share is allotted, that person gets the right to have their name put on the register of shareholders. When they have been registered, the share has also beenissued.
assetAnything which is of any value to its owner.
attorneyAn attorney is a person who has been appointed to act for another person. The person is appointed by a formal document, calleda power of attorney.
associated companyThe meaning of associated company is given in Section 309A(6) of theCompanies Act. The term could relate to one of thecompany’ssubsidiaries, itsholding companyor a subsidiary of itsholding company.
automatically entitled to a share by lawIn some situations, a person will be entitled to have shares which are registered in somebody else’s name registered in their own name. Or they may want the shares to be transferred to another person. When ashareholderdies, or the sole survivor of jointshareholdersdies, theirpersonal representativeshave the right to have thesharestransferred. If ashareholderis made bankrupt, their trustee in bankruptcy has this right.
beneficial interest(orownership) If a trustee holds shares for someone, or for their benefit, that person has a beneficial interest in those shares.
brokerageCommission which is paid to a broker by acompany issuingshares, where the broker’s clients have applied for shares.
capitaliseTo convert some or all of thereservesof acompanyinto capital (such as shares).
capital redemption reserveA reserve of funds which acompanycan set up to maintain its capital base when shares areredeemedor bought back.
casual vacancyA vacancy amongst theDirectorswhich occurs because of the death, resignation or disqualification of aDirector, or because an electedDirectordoes not accept their appointment, or for any other reason except the retirement of aDirectorin line with theArticles.
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certificateA certificate includes a share certificate (which is not a valid document of title), a loan capital certificate or certificates forourothersecurities(other than letters of allotment, scrip certificates or similar documents).
Common SealA seal used to stampourdocuments as evidence thatwehaveexecutedthem.
companyIncludes any corporate body.
Company SecretaryA person appointed in line with Section 283 of theCompanies Actand who has the necessary knowledge and experience to carry out the functions of the secretary of thecompanyand who satisfies the requirements of Section 286 of theCompanies Actor, if applicable, a deputy or assistantCompany Secretary.
consolidateWhen shares are consolidated, they are combined with other shares, for example every three shares with anominal valueof £1 might be consolidated into one new share with anominal valueof £3.
debentureA typical debenture is a document recording long-term borrowing by acompany. The loan usually has to be repaid at a fixed date in the future, and carries a fixed rate of interest.
declareWhen a dividend is declared, it becomes due to be paid on the date specified in the Resolution.
dividend arrearsThis includes any dividends on shares withcumulative rightswhich could not be paid, but which have been carried forward.
dividend warrantA dividend warrant is a cheque for a dividend.
electronic communicationsAny telecommunications system or other system in electronic form as further defined in Section 15 of the Electronic Communications Act 2000.
equity securitiesSecurities that can be converted toequity sharesas further defined in Section 94 of theCompanies Act.
equity sharesShares inourcapital which are regarded as equity share capital under Section 744 of theCompanies Act.
ex dividendWhen a share goes ‘ex dividend’, a person who buys it will not be entitled to the dividend which has beendeclaredshortly before they bought it. However, the seller is entitled to this dividend, even though it will be paid after they have sold their share.
executedA document is executed when it is signed or sealed or made valid in some other way.
executive capacityA role which carries the power of a person responsible for an activity or business.
exerciseWhen a power is exercised, it is put to use.
extraordinary resolutionA decision reached by a majority of at least 75 per cent of the votes cast.
final dividendThe dividend, which is approved by theshareholdersand paid following the end of the financial year.
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fully paid sharesWhen all of the money due to us for a share has been paid, a share is called a fully paid (orpaid up) share.
holding companyAcompanywhich controls anothercompany(for example, by owning a majority of its shares) is called the holdingcompanyof that othercompany. The othercompanyis thesubsidiaryof the holdingcompany.
indemnityIf a person gives another person an indemnity, they promise to make good any losses or damage which the other might suffer. The person who gives the indemnity is said toindemnifythe person they give it to.
in issueSeeissue.
instrumentsFormal legal documents.
interim dividendA dividend, authorised by theDirectors, and paid part way through the financial year.
issueWhen a share has been issued, everything necessary has been done to make the shareholder the owner of the share. In particular, the shareholder’s name has been put on the register of shareholders. Existing shares which have been issued arein issue.
liabilitiesDebts and other obligations.
jointly and severally liableWhen more than one person is jointly and severally liable it means that any one of them can be sued, or they can all be sued together.
materialTheBoardwill determine on a case-by-case basis whether a matter or contract is material, considering its value and significance toourbusiness and the interests of anyDirector.
members Shareholders.
negotiable instrumentA document such as a cheque, which can be freely transferred from one person to another.
nominal amount or valueThe value of theshareinouraccounts. For example, the nominal value of 10p ordinary shares is 10p. This value is shown on the sharecertificate.Wecan issue newsharesfor a price which is at apremiumto the nominal value. Shares can be bought and sold on the stock market for more, or less, than the nominal value. The nominal value is sometimes also called the ‘par value’. The nominal value is not connected to the quoted share price ofNG.
noticeA formal announcement about a future meeting or event.
non equity securitiesSecuritieswhich are notequity securities.
ordinary resolutionA decision reached by a simple majority of votes, that is, by more than 50 per cent of the votes cast.
personal representativesA person who is entitled to deal with the property (‘the estate’) of a person who has died. If the person who has died left a valid will, the will appoints ‘executors’ who are personal representatives. If the person died without leaving a valid will, the courts will appoint one or more ‘administrators’ to be the personal representatives.
pollA vote. On a poll vote, the number of votes ashareholderhas depends on the number ofsharesthey own. Ashareholderhas one vote for eachsharethey own. A poll
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vote is different from ashow of handsvote, where each person who is entitled to vote has just one vote, however manysharesthe person owns.
power of attorneyA formal document which legally appoints one or more people to act on behalf of another person.
pre-emption rightsThe right ofshareholders, given by theCompanies Act, to be offered a proportion of certain classes of newlyissuedsharesand other securities before they are offered to anyone else. This offer must be made on terms which are at least as favourable as the terms offered to anyone else.
premiumIfweissuea newsharefor more than itsnominal value(for example, because the market value is more than thenominal value), the amount above thenominal valueis the premium.
proxyA proxy is a person who is appointed by ashareholderto attend ameetingand vote for thatshareholder. A proxy is appointed by using aproxy form. A proxy does not have to be ashareholder. A proxy can only vote on apoll, and not on ashow of hands.
proxy formA form which ashareholderuses to appoint aproxyto attend ameetingand vote for them. The proxy form must be delivered tousbefore themeetingit relates to.
quorumThe minimum number who must be present before a meeting can start. When this number is reached, the meeting is said to be ‘quorate’.
rankandrankingWhen either capital or income is distributed toshareholders, it is paid out according to the rank (or ranking) of theshares. For example, asharewhich ranks before (or above) anothersharewhenourincome is distributed is entitled to have its dividends paid first, before any dividends are paid onshareswhich rank below (or after) it. If there is not enough income to pay dividends on allshares, the available income must be used first to pay dividends onshareswhich rank first, and then toshareswhich rank below. The same applies for repayments of capital. Capital must be paid first toshares which rank first in sharing inourcapital, and then toshareswhich rank below.
redeemandredemptionWhen a share is redeemed, it comes back tousin return for a sum of money (the ‘redemption price’) which was fixed before the share wasissued. This process is called redemption. A share which can be redeemed is called a ‘redeemable’ share.
relevant companyThis refers to:
• | us; |
• | any ofourholding companies; and |
• | anycompany(incorporated or not) in whichweor any ofourholdingcompanieshave or have had a direct or indirect interest, or which is associated in any way with us or any ofoursubsidiaries. |
relevant securitiesAny shares of acompany, except shares held as a result of share schemes for employees (such as profit-sharing schemes) and some shares held by the founders of thecompany. Also included are any securities which can be converted into shares of this type, or which allow their holders tosubscribefor shares of this type.
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relevant systemThis is a term used in theCREST Regulationsfor a paperless share-dealing computer system which allows shares without sharecertificatesto be transferred without using transfer forms.
renouncing or renunciationWhere a share has beenallotted, but nobody has been entered on the share register for the share, it can berenouncedto another person. This transfers the right to have the share registered to another person.
requisition a meetingA formal process whichshareholderscan use to call ameetingofshareholders. Generally speaking theshareholderswho want to call ameetingmust hold at least 10 per cent of theissuedshares.
reserve fund or reservesA fund which has been set aside in the accounts of acompany. Profits which are not paid out toshareholdersas dividends, or used up in some other way, are held in a reserve fund by thecompany.
rightsorrights of any shareThe rights attached to thesharewhen it is issued, or afterwards (for example, the right to vote at ameetingor the rights to receive a dividend).
securitiesAll shares, bonds and other investment instruments issued by acompanywhich entitle the holder to a share in the profits orassetsof thatcompany, to receive a cash payment from acompanyor to subscribe for such a security.
securities sealA seal used to stampoursecurities as evidence thatwehave issued them.Oursecurity seal is likeourCommon Sealbut with the addition of the word ‘securities’.
share premium accountIfweissue a newsharefor more than itsnominal value(because the market value is more than thenominal value), the amount above thenominal valueis the premium, and the total of these premiums is held in areserve fund(which cannot be used to pay dividends) called the share premium account.
show of handsA vote where each person who is entitled to vote has just one vote, however many shares that person holds.
special noticeThis term is defined in Section 379 of theCompanies Act. Broadly, ifspecial noticeof a resolution is required, the resolution is not valid unlesswehave been told about the intention to propose it at least 28 days before theshareholders’ meetingat which it is proposed (although in certain circumstances themeetingcan be on a date less than 28 days from the date of the notice).
special resolutionA decision which needs the votes of at least 75 per cent of those voting to be in favour.Shareholdersmust be given at least 21clear days’notice of any special resolution.
special rightsThese are the rights of a particular class of shares, as distinct from rights which apply to all shares generally. Typical examples of special rights are where the sharesranktheir rights to sharing in income andassetsand voting rights.
statutory declarationA formal way of declaring something in writing. Particular words and formalities must be used — these are laid down by the Statutory Declarations Act of 1835.
stockShares which have been converted into a singlesecuritywith a different unit value. For example a shareholding of one hundred £1 shares might be converted into £100 worth of stock.
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subdividing sharesWhen shares are subdivided they are split into shares which have a smallernominal amount. For example, a £1 share might be subdivided into two 50p shares.
subject toMeans that something else has priority, or prevails, or must be taken into account. When a statement is subject to another statement the first statement must be read in the light of the other statement, which will prevail if there is any conflict.
subscribe for sharesTo agree to take new shares in acompany(usually for a cash payment).
subsidiaryAcompanywhich is controlled by anothercompany(for example, because the othercompanyowns a majority of its shares) is called a subsidiary of thatcompanyas defined in Section 736 of theCompanies Act.
subsidiary undertakingThis is a term defined in Section 258 of theCompanies Act. It is a wider definition thansubsidiary. Generally speaking it is acompanywhich is controlled by anothercompanybecause the othercompany:
(a) | has a majority of the votes in thecompanyeither alone, or acting with others; | |
(b) | is ashareholderwho can appoint or remove a majority of the directors; or | |
(c) | canexercisedominant influence over thecompanybecause of anything in thecompany’smemorandum or articles, or because of a certain kind of contract. |
system’s rulesThe rules of therelevant system.
take-over offerAn offer made by onecompanyto the shareholders of anothercompanyto buy enough shares to give it control over the othercompany.
treasury sharesShares which are held by acompanyas treasury shares in line with sections 162A-C of theCompanies Act.
trusteesPeople who hold property of any kind for the benefit of one or more other people under an arrangement which thelawtreats as a ‘trust’. The people whose property is held by the trustees are called thebeneficial owners.
UK GAAPUK generally accepted accounting principles.
uncertificated proxy instructionA properly authenticated instruction sent by means of arelevant system, in line with thesystem’s rules, to a person acting onourbehalf, on terms decided by theDirectors.
unincorporated associationsAssociations, partnerships, societies and other bodies which thelawdoes not treat as a separate legal person from their members.
unsound mindNot being able to make an informed decision due to lack of awareness and understanding of the nature of a document or situation.
wind upThe formal process to put an end to acompany. When a company is wound up itsassetsare distributed. The assets go first to creditors who have supplied property and services, and then toshareholders.Shareswhich rank first in sharing inourassets will receive any funds which are left over before anyshareswhich rank after (or below) them.
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