EBS Global Facility Limited - SEF Application - 

Exhibit G-2: Articles of Association 

G-2.1

EBS Global Facility Limited - SEF Application - 

Exhibit G-2: Articles of Association 
1 

THE COMPANIES ACT 2006 

PRIVATE COMPANY LIMITED BY SHARES 

ARTICLES OF ASSOCIATION 

- of - 

EBS GLOBAL FACILITY LIMITED 

Company no. 6292563 

 
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INDEX TO THE ARTICLES 

PART 1 ......................................................................................................................................... 5

INTERPRETATION AND LIMITATION OF LIABILITY ................................................................. 5

1. Defined terms ....................................................................................................................... 5

2. Liability of members ............................................................................................................. 6

3. Exclusion of Model Articles .................................................................................................. 6

4. Company name .................................................................................................................... 6

PART 2 ......................................................................................................................................... 6

DIRECTORS ................................................................................................................................. 6

DIRECTORS’ POWERS AND RESPONSIBILITIES .................................................................... 6

5. Directors’ general authority .................................................................................................. 6

6. Shareholders’ reserve power ............................................................................................... 7

7. Directors may delegate ........................................................................................................ 7

8. Committees .......................................................................................................................... 7

DECISION-MAKING BY DIRECTORS ......................................................................................... 7

9. Directors to take decisions collectively ................................................................................. 7

10. Unanimous decisions ........................................................................................................... 8

11. Calling a directors’ meeting .................................................................................................. 8

12. Participation in directors’ meetings ...................................................................................... 8

13. Quorum for directors’ meetings ............................................................................................ 8

14. Chairing of directors’ meetings ............................................................................................. 9

15. Casting vote ......................................................................................................................... 9

16. Conflicts of Interest .............................................................................................................. 9

17. Directors voting and counting the quorum ........................................................................... 9

18. Records of decisions to be kept ......................................................................................... 10

19. Directors’ discretion to make further rules .......................................................................... 10

APPOINTMENT OF DIRECTORS .............................................................................................. 10

20. Number of Directors ........................................................................................................... 10

21. Methods of appointing directors ......................................................................................... 10

22. Termination of director’s appointment ................................................................................ 11

23. Directors’ expenses ............................................................................................................ 11

24. Directors’ Transaction or other arrangements with the Company ...................................... 11

25. Company Secretary ........................................................................................................... 12

26. Alternate Directors ............................................................................................................. 12

27. Alternates voting at directors meetings .............................................................................. 13

PART 3 ....................................................................................................................................... 14
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SHARES AND DISTRIBUTIONS ................................................................................................ 14

SHARES ..................................................................................................................................... 14

28. All shares to be fully paid up .............................................................................................. 14

29. Powers to issue different classes of share ......................................................................... 14

30. Issue of new shares ........................................................................................................... 14

31. Company not bound by less than absolute interests ......................................................... 14

32. Share certificates ............................................................................................................... 14

33. Replacement share certificates .......................................................................................... 15

34. Share transfers ................................................................................................................... 15

35. Transmission of shares ...................................................................................................... 15

36. Exercise of transmittees’ rights .......................................................................................... 16

37. Transmittees bound by prior notices .................................................................................. 16

DIVIDENDS AND OTHER DISTRIBUTIONS ............................................................................. 16

38. Procedure for declaring dividends ...................................................................................... 16

39. Payment of dividends and other distributions .................................................................... 17

40. No interest on distributions ................................................................................................. 17

41. Unclaimed distributions ...................................................................................................... 17

42. Non-cash distributions ........................................................................................................ 18

43. Waiver of distributions ........................................................................................................ 18

CAPITALISATION OF PROFITS ................................................................................................ 18

44. Authority to capitalise and appropriation of capitalised sums ............................................ 18

PART 4 ....................................................................................................................................... 19

DECISION-MAKING BY SHAREHOLDERS ............................................................................... 19

ORGANISATION OF GENERAL MEETINGS ............................................................................ 19

45. Written Resolutions of Members ........................................................................................ 19

46. Attendance and speaking at general meetings .................................................................. 19

47. Quorum for general meetings ............................................................................................ 20

48. Chairing general meetings ................................................................................................. 20

49. Attendance and speaking by directors and non-shareholders ........................................... 20

50. Adjournment ....................................................................................................................... 20

VOTING AT GENERAL MEETINGS ........................................................................................... 21

51. Voting: general .................................................................................................................. 21

52. Errors and disputes ............................................................................................................ 21

53. Poll votes ............................................................................................................................ 21

54. Content of proxy notices .................................................................................................... 22

55. Delivery of proxy notices .................................................................................................... 22
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56. Amendments to resolutions ................................................................................................ 23

PART 5 ....................................................................................................................................... 23

ADMINISTRATIVE ARRANGEMENTS ...................................................................................... 23

57. Means of communication to be used ................................................................................. 23

58. Document execution .......................................................................................................... 23

59. No right to inspect accounts and other records .................................................................. 24

60. Provision for employees on cessation of business ............................................................ 24

DIRECTORS’ INDEMNITY AND INSURANCE .......................................................................... 24

61. Indemnity ............................................................................................................................ 24

62. Insurance and funding of defence proceedings ................................................................. 24

 
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PART 1 

INTERPRETATION AND LIMITATION OF LIABILITY 

1. Defined terms 

In the articles, unless the context requires otherwise— 

“Act” means the Companies Act 2006 

“articles” means the Company’s articles of association; 

“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than 

England and Wales or Northern Ireland which have an effect similar to that of 

bankruptcy; 

“CEA” means the U.S. Commodity Exchange Act, as amended from time to time “CFTC” 

means the U.S. Commodity Futures Trading Commission or any successor regulatory 

body 

“chairman” has the meaning given in article 14; 

“chairman of the meeting” has the meaning given in article 48 

“clear days” in relation to a period of a notice means that period excluding the day when 

the notice is deemed to be received (or, if earlier, received) and the day of the meeting; 

“Conflict of Interest” a situation in which a director has, or can have, a direct or indirect 

interest that conflicts, or may possibly conflict, with the interests of the Company, 

including in relation to the exploitation of any property, information or opportunity and 

regardless of whether the Company could take advantage of the property, information or 

opportunity itself, but excluding a situation which could not reasonably be regarded as 

likely to give rise to a Conflict of Interest; 

“Controlling Shareholder” the registered holder for the time being of more than one 

half in nominal value of the issued ordinary share capital of the Company including (for 

the avoidance of doubt) any member holding all of the issued ordinary share capital of 

the Company; 

“director” means a director of the Company, and includes any person occupying the 

position of director, by whatever name called; 

“distribution recipient” has the meaning given in article 39; 

“document” includes, unless otherwise specified, any document sent or supplied in 

electronic form; 

“electronic form” has the meaning given in section 1168 of the Companies Act 2006; 

“fully paid” in relation to a share, means that the nominal value and any premium to be 

paid to the Company in respect of that share have been paid to the Company; 

“hard copy form” has the meaning given in section 1168 of the Companies Act 2006; 

“holder” in relation to shares means the person whose name is entered in the register of 

members as the holder of the shares; 

“instrument” means a document in hard copy form; 

“member” a person who is the holder of a share; 

 “ordinary resolution” has the meaning given in section 282 of the Companies Act 

2006; 

“paid” means paid or credited as paid; 

“participate”, in relation to a directors’ meeting, has the meaning given in article 12; 
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“proxy notice” has the meaning given in article 54; 

“public director” has the meaning given in the SEF Rulebook. 

“relevant director” has the meaning given in article 62; 

“relevant loss” has the meaning given in article 62; 

“shareholder” means a person who is the holder of a share; 

“shares” means shares in the company; 

“special resolution” has the meaning given in section 283 of the Companies Act 2006; 

“subsidiary” has the meaning given in section 1159 of the Companies Act 2006; 

“transmittee” means a person entitled to a share by reason of the death or bankruptcy 

of a shareholder or otherwise by operation of law; and 

“writing” means the representation or reproduction of words, symbols or other 

information in a visible form by any method or combination of methods, whether sent or 

supplied in electronic form or otherwise. 

Unless the context otherwise requires, other words or expressions contained in these articles 

bear the same meaning as in the Companies Act 2006 as in force on the date when these 

articles become binding on the Company. 

2. Liability of members 

The liability of the members is limited to the amount, if any, unpaid on the shares held by 

them. 

3. Exclusion of Model Articles 

No Articles set out in any statute, or in any statutory instrument or other subordinate 

legislation made under any statute, concerning Companies shall apply as the Articles. 

4. Company name 

The name of the Company may be changed by: 

4.1 special resolution of the members; or 

4.2 a decision of the directors; or 

4.3 otherwise in accordance with the Act. 

PART 2 

DIRECTORS 

DIRECTORS’ POWERS AND RESPONSIBILITIES 

5. Directors’ general authority 

5.1 Subject to the articles, the directors are responsible for the management of the 

Company’s business, for which purpose they may exercise all the powers of the 

Company. 
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6. Shareholders’ reserve power 

6.1 The shareholders may, by special resolution, direct the directors to take, or refrain from 

taking, specified action. 

6.2 No such special resolution invalidates anything which the directors have done before the 

passing of the resolution. 

7. Directors may delegate 

7.1 Subject to the articles, the directors may delegate any of the powers which are conferred 

on them under the articles— 

(a) to such person or committee; and 

(b) by such means (including by power of attorney); and 

(c) to such an extent; and 

(d) in relation to such matters or territories; and 

(e) on such terms and conditions, 

as they think fit. 

7.2 If the directors so specify, any such delegation may authorise further delegation of the 

directors’ powers by any person to whom they are delegated. 

7.3 The directors may revoke any delegation in whole or part, or alter its terms and 

conditions. 

8. Committees 

8.1 Committees to which the directors delegate any of their powers must follow procedures 

which are based as far as they are applicable on those provisions of the articles which 

govern the taking of decisions by directors. 

8.2 The directors may make rules of procedure for all or any committees, which prevail over 

rules derived from the articles if they are not consistent with them. 

DECISION-MAKING BY DIRECTORS 

9. Directors to take decisions collectively 

9.1 The general rule about decision-making by directors is that any decision of the directors 

must be either a majority decision at a meeting or a decision taken in accordance with 

article 10. 

9.2 If— 

(a) the company only has one director, and 

(b) no provision of the articles requires it to have more than one director, the general 

rule does not apply, and the director may take decisions without regard to any of 

the provisions of the articles relating to directors’ decision-making. 
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10. Unanimous decisions 

10.1 A decision of the directors is taken in accordance with this article when all eligible 

directors indicate to each other by any means that they share a common view on a 

matter. 

10.2 Such a decision may take the form of a resolution in writing, of which each eligible 

director has signed one or more copies or to which each eligible director has otherwise 

indicated agreement in writing. 

10.3 References in this article to eligible directors are to directors who would have been 

entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting 

(but exclude, in respect of the authorisation of a Conflict of Interest, the director subject 

to that Conflict of Interest). 

10.4 A decision may not be taken in accordance with this article if the eligible directors would 

not have formed a quorum at such a meeting. 

11. Calling a directors’ meeting 

11.1 Any director may call a directors’ meeting by giving notice of the meeting to the directors 

or by authorising the company secretary (if any) to give such notice. 

11.2 Notice of any directors’ meeting must indicate— 

(a) its proposed date and time; 

(b) where it is to take place. 

11.3 Notice of a directors’ meeting must be given to each director, but need not be in writing. 

12. Participation in directors’ meetings 

12.1 Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ 

meeting, when— 

(a) the meeting has been called and takes place in accordance with the articles; and 

(b) they can each communicate to the others any information or opinions they have 

on any particular item of the business of the meeting. 

12.2 In determining whether directors are participating in a directors’ meeting, it is irrelevant 

where any director is or how they communicate with each other. 

12.3 If all the directors participating in a meeting are not in the same place, they may decide 

that the meeting is to be treated as taking place wherever any of them is. 

13. Quorum for directors’ meetings 

13.1 The quorum for directors’ meetings may be fixed from time to time by a decision of the 

directors, but it must never be less than two, and unless otherwise fixed it is two. 
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13.2 At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, 

excepting a proposal to call another meeting or where it is proposed to authorise a 

Conflict of Interest in respect of one or more directors, if there is only one director in 

office other than the director or directors subject to the Conflict of Interest, the quorum 

for such meeting or part of a meeting shall be one director. 

13.3 If the total number of directors for the time being is less than the quorum required, the 

directors must not take any decision other than a decision— 

(a) to appoint further directors, or 

(b) to call a general meeting so as to enable the shareholders to appoint further 

directors. 

13.4 Where there is no quorum due to all directors been subject to the same Conflict of 

Interest, it will be necessary to call a general meeting to enable the shareholders to 

authorise the Conflict of Interest in respect of the directors or to appoint further directors. 

14. Chairing of directors’ meetings 

14.1 The directors may appoint a director to chair their meetings. 

14.2 The person so appointed for the time being is known as the chairman. 

14.3 The directors may terminate the chairman’s appointment at any time. 

14.4 If the chairman is not participating in a directors’ meeting within ten minutes of the time 

at which it was to start, the participating directors must appoint one of themselves to 

chair it. 

15. Casting vote 

15.1 If, in the event that the numbers of votes for and against a proposal are equal, the 

chairman or other director chairing the meeting has no casting vote. 

16. Conflicts of Interest 

16.1 If a Conflict of Interest arises, the directors may authorise it for the purposes of s.175 

(4) (b) of the Act by a resolution of the directors made in accordance with that section 

and these articles. At the time of the authorisation, or at any time afterwards, the 

directors may impose any limitations or conditions or grant the authority subject to such 

terms which (in each case) they consider appropriate and reasonable in all the 

circumstances. Any authorisation may be revoked or varied at any time at the discretion 

of the directors. 

17. Directors voting and counting the quorum 

17.1 Save as otherwise specified in these articles or the Act and subject to any limitations, 

conditions or terms attaching to any authorisation given by the directors for the purposes 

of s.175(4)(b) of the Act, a director may vote on, and be counted in the quorum in 

relation to any resolution relating to a matter in which he has, or can have: 

(a) a direct or indirect interest or duty which conflicts, or possibly may conflict, with 

the interests of the Company; and 
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(b) a Conflict of Interest arising in relation to an existing or a proposed transaction or 

arrangement with the Company. 

18. Records of decisions to be kept 

The directors must ensure that the Company keeps a record, in writing, for at least 

10 years from the date of the decision recorded, of every unanimous or majority decision 

taken by the directors. 

19. Directors’ discretion to make further rules 

Subject to the articles, the directors may make any rule which they think fit about how 

they take decisions, and about how such rules are to be recorded or communicated to 

directors. 

APPOINTMENT OF DIRECTORS 

20. Number of Directors 

From time to time, the number of directors shall be determined by the provisions of these 

Articles of Association, but in no event shall the number of directors be less than two 

(2) or greater than twelve (12). At such time as determined in the discretion of the 

directors (or at and for such other time as may otherwise be required by applicable law), 

the Company must have no less than one (1) Public Director, or such other percentage 

of Public Directors as may be required to comply with the CEA and CFTC Regulations. 

To the extent that any vacancy results in the number of Public Directors falling below the 

number required by this paragraph the directors shall act as expeditiously as reasonably 

practicable to appoint one or more Public Directors, as required. 

21. Methods of appointing directors 

21.1 Any person who is willing to act as a director, and is permitted by law to do so, may be 

appointed to be a director— 

(a) by ordinary resolution, or 

(b) by a decision of the directors. 

21.2 The Controlling Shareholder shall have the right at any time and from time to time to 

appoint one or more persons to be a director or directors of the Company. Any such 

appointment shall be effected by notice in writing to the Company by the Controlling 

Shareholder and the Controlling Shareholder may in like manner at any time and from 

time to time remove from office any director (whether or not appointed by it pursuant to 

this article). 

21.3 In any case where, as a result of death, the Company has no shareholders and no 

directors, the personal representatives of the last shareholder to have died have the 

right, by notice in writing, to appoint a person to be a director. 

21.4 For the purposes of paragraph 21.3, where 2 or more shareholders die in circumstances 

rendering it uncertain who was the last to die, a younger shareholder is deemed to have 

survived an older shareholder. 
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22. Termination of director’s appointment 

22.1 A person ceases to be a director as soon as— 

(a) that person ceases to be a director by virtue of any provision of the 

(b) Companies Act 2006 or is prohibited from being a director by law; a bankruptcy 

order is made against that person; 

(c) a composition is made with that person’s creditors generally in satisfaction of that 

person’s debts; 

(d) a registered medical practitioner who is treating that person gives a written 

opinion to the company stating that that person has become physically or 

mentally incapable of acting as a director and may remain so for more than three 

months; 

(e) by reason of that person’s mental health, a court makes an order which wholly or 

partly prevents that person from personally exercising any powers or rights which 

that person would otherwise have; 

(f) notification is received by the Company from the director that the director is 

resigning from office, and such resignation has taken effect in accordance with its 

terms; 

(g) the Controlling Shareholder removes him pursuant to Article 21.2 

22.2 The directors, acting by a majority, (other than the director whose conduct is at issue) 

may remove a director without notice, if the directors consider that: 

(i) that person is no longer qualified for the business the Company carries 

out; or 

(ii) the conduct of such director is likely to be prejudicial to the sound and 

prudent management of the Company. 

23. Directors’ expenses 

23.1 The Company may pay any reasonable expenses which the directors properly incur in 

connection with their attendance at— 

(a) meetings of directors or committees of directors, 

(b) general meetings, or 

(c) separate meetings of the holders of any class of shares or of debentures of the 

Company, or otherwise in connection with the exercise of their powers and the 

discharge of their responsibilities in relation to the Company. 

24. Directors’ Transaction or other arrangements with the Company 

24.1 Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act and 

provided he has declared the nature and extent of his interest in accordance with the 

requirements of the Act, a director who is in any way, whether directly or indirectly, 

interested in any existing or proposed transaction or arrangement with the Company: 

(a) may be a party to, or otherwise interested in, any transaction or arrangement with 

the Company or in which the Company is otherwise (directly or indirectly) 

interested; 

(b) shall be an eligible director for the purposes of any decision of the directors (or a 

committee of the directors) in respect of such contract or proposed contract in 

which he is interested. 
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(c) shall be entitled to vote at a meeting of directors or of a committee of the 

directors, or participate in any unanimous decision, in respect of such contract or 

proposed contract in which he is interested. 

(d) may act by himself or his firm in a professional capacity for the company 

(otherwise than the auditor) and he or his firm shall be entitled to remuneration 

for professional services as if he were not a director; 

(e) may be a director or other officer of, or employed by, or a party to a transaction 

or arrangement with or otherwise interested in, any body corporate in which the 

company is otherwise (directly or indirectly) interested; and 

(f) shall not, save as he may otherwise agree, be accountable to the Company for 

any benefit which he, or a person connected with him (as defined in section 252 

of the Act) derives from any such contract, transaction or arrangement or from 

any such office or employment or from any interest in any such body corporate 

and so such contract, transaction or arrangement shall be liable to be avoided on 

the grounds of any such interest or benefit nor shall the receipt of any such 

remuneration or other benefit constitute a breach of his duty under section 176 of 

the Act. 

24.2 For the purposes of this article, references to proposed decisions and decision making 

processes include any directors’ meeting or part of a directors’ meeting. 

24.3 Subject to article 24.4, if a question arises at a meeting of directors or of a committee of 

directors as to the right of a director to participate in the meeting (or part of the meeting) 

for voting or quorum purposes, the question may, before the conclusion of the meeting, 

be referred to the chairman whose ruling in relation to any director other than the 

chairman shall be final and conclusive. 

24.4 If any question as to the right to participate in the meeting (or part of the meeting) should 

arise in respect of the chairman, the question is to be decided by a decision of the 

directors at the meeting, for which purpose the chairman is not to be counted as 

participating in the meeting (or that part of the meeting) for voting or quorum purposes. 

25. Company Secretary 

The directors may appoint a secretary to the Company for such period, for such 

remuneration and upon such terms as they think fit; and any secretary so appointed by 

the directors may be removed by them. 

26. Alternate Directors 

26.1 Any director (the “appointor”) may appoint as an alternate any other director, or any 

other person approved by a decision of the directors, to: 

(a) exercise that director’s powers; and 

(b) carry out that director’s responsibilities 

in relation to the taking of decisions by the directors in the absence of the 

alternate’s appointor. 

26.2 Any appointment or removal of an alternate must be effected by notice in writing to the 

Company signed by the appointor, or in any other manner approved by the directors. 

The notice must: 
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(a) identify the proposed alternate; and 

(b) in the case of a notice of appointment, contain a statement signed by the 

proposed alternate that he is willing to act as the alternate of his appointor. 

26.3 An alternate director has the same rights to participate in any directors’ meeting or 

decision of the directors reached unanimously, as the alternate’s appointor. 

26.4 Except as these Articles specify otherwise, alternate directors: 

(a) are deemed for all purposes to be directors; 

(b) are liable for their own acts or omissions; 

(c) are subject to the same restrictions as their appointors; and 

(d) are not deemed to be agents of or for their appointors. 

26.5 A person who is an alternate director but not a director: 

(a) may be counted as participating for the purposes of determining whether a 

quorum is participating (but only if that person’s appointor is not participating); 

and 

(b) may sign or otherwise signify his agreement in writing to a written resolution 

decision of the directors reached unanimously (but only if that person’s appointor 

has not signed or otherwise signified his agreement to such written resolution). 

(c) no alternate may be counted as more than one director for such purposes. 

26.6 An alternate director is not entitled to receive any remuneration from the Company for 

serving as an alternate director except such part of the remuneration payable to that 

alternate’s appointor as the appointor may direct by notice in writing made to the 

Company. 

26.7 The Company may pay any reasonable expenses which the alternate director properly 

incurs in connection with their attendance at: 

(a) meetings of directors or committees of directors; 

(b) general meetings; 

(c) separate meetings of the holders of any class of shares or of debentures of the 

Company, or otherwise in connection with the exercise of their powers and the 

discharge of their responsibilities in relation to the Company. 

26.8 An alternate director’s appointment terminates: 

(a) when his appointor revokes the appointment by notice to the Company in writing 

specifying when it is to terminate; 

(b) on the occurrence in relation to the alternate of any event which, if it occurred in 

relation to the alternate’s appointor would result in the termination of the 

appointor’s office as director; 

(c) on the death of his appointor; 

(d) when his appointor’s appointment as a director terminates. 

27. Alternates voting at directors meetings 

A director who is also an alternate director has an additional vote on behalf of each 

appointor who is: 

(a) not participating in a directors’ meeting; and 

(b) would have been entitled to vote if they were participating in it. 
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PART 3 

SHARES AND DISTRIBUTIONS 

SHARES 

28. All shares to be fully paid up 

28.1 No share is to be issued for less than the aggregate of its nominal value and any 

premium to be paid to the Company in consideration for its issue. 

28.2 This does not apply to shares taken on the formation of the company by the subscribers 

to the Company’s constitutional documents. 

29. Powers to issue different classes of share 

29.1 Subject to the articles, but without prejudice to the rights attached to any existing share, 

the Company may issue shares with such rights or restrictions as may be determined by 

ordinary resolution. 

29.2 The Company may issue shares which are to be redeemed, or are liable to be redeemed 

at the option of the Company or the holder, and the directors may determine the terms, 

conditions and manner of redemption of any such shares. 

30. Issue of new shares 

30.1 The Company has the power to allot and issue shares in the capital of the Company and 

to grant rights to subscribe for, or to convert and security into, shares in the capital of the 

Company pursuant to those rights. 

30.2 The pre-emption provisions of ss.561 and 562 of the Act shall not apply to the Company. 

31. Company not bound by less than absolute interests 

Except as required by law, no person is to be recognised by the Company as holding 

any share upon any trust, and except as otherwise required by law or the articles, the 

Company is not in any way to be bound by or recognise any interest in a share other 

than the holder’s absolute ownership of it and all the rights attaching to it. 

32. Share certificates 

32.1 The Company must issue each shareholder, free of charge, with one or more certificates 

in respect of the shares which that shareholder holds. 

32.2 Every certificate must specify— 

(a) in respect of how many shares, of what class, it is issued; 

(b) the nominal value of those shares; 

(c) that the shares are fully paid; and 

(d) any distinguishing numbers assigned to them. 

32.3 No certificate may be issued in respect of shares of more than one class. 
15 

32.4 If more than one person holds a share, only one certificate may be issued in respect of 

it. 

32.5 Certificates must— 

(a) have affixed to them the company’s common seal, or 

(b) be otherwise executed in accordance with the Act. 

33. Replacement share certificates 

33.1 If a certificate issued in respect of a shareholder’s shares is— 

(a) damaged or defaced, or 

(b) said to be lost, stolen or destroyed, that shareholder is entitled to be issued with 

a replacement certificate in respect of the same shares. 

33.2 A shareholder exercising the right to be issued with such a replacement certificate— 

(a) may at the same time exercise the right to be issued with a single certificate or 

separate certificates; 

(b) must return the certificate which is to be replaced to the company if it is damaged 

or defaced; and 

(c) must comply with such conditions as to evidence, indemnity and the payment of 

a reasonable fee as the directors decide. 

34. Share transfers 

34.1 Shares may be transferred by means of an instrument of transfer in any usual form or 

any other form approved by the directors, which is executed by or on behalf of the 

transferor. 

34.2 No fee may be charged for registering any instrument of transfer or other document 

relating to or affecting the title to any share. 

34.3 The Company may retain any instrument of transfer which is registered. 

34.4 The transferor remains the holder of a share until the transferee’s name is entered in the 

register of members as holder of it. 

34.5 The directors may refuse to register the transfer of a share, and if they do so, the 

instrument of transfer must be returned to the transferee with the notice of refusal unless 

they suspect that the proposed transfer may be fraudulent. 

35. Transmission of shares 

35.1 If title to a share passes to a transmittee, the Company may only recognise the 

transmittee as having any title to that share. 

35.2 A transmittee who produces such evidence of entitlement to shares as the directors may 

properly require— 

(a) may, subject to the articles, choose either to become the holder of those shares 

or to have them transferred to another person, and 

(b) subject to the articles, and pending any transfer of the shares to another person, 

has the same rights as the holder had. 
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35.3 But transmittees do not have the right to attend or vote at a general meeting, or agree to 

a proposed written resolution, in respect of shares to which they are entitled, by reason 

of the holder’s death or bankruptcy or otherwise, unless they become the holders of 

those shares. 

36. Exercise of transmittees’ rights 

36.1 Transmittees who wish to become the holders of shares to which they have become 

entitled must notify the Company in writing of that wish. 

36.2 If the transmittee wishes to have a share transferred to another person, the transmittee 

must execute an instrument of transfer in respect of it. 

36.3 Any transfer made or executed under this article is to be treated as if it were made or 

executed by the person from whom the transmittee has derived rights in respect of the 

share, and as if the event which gave rise to the transmission had not occurred. 

37. Transmittees bound by prior notices 

If a notice is given to a shareholder in respect of shares and a transmittee is entitled to 

those shares, the transmittee is bound by the notice if it was given to the shareholder 

before the transmittee’s name has been entered in the register of members. 

DIVIDENDS AND OTHER DISTRIBUTIONS 

38. Procedure for declaring dividends 

38.1 Except as otherwise provided by the rights attached to any shares from time to time, all 

dividends shall be paid to the holders of shares in proportion to the number of shares on 

which the dividend is paid and held by them respectively, but if any share is issued on 

terms that it shall rank for dividend as from a particular date, or pari passu as regards 

dividends with a share already issued, that share shall rank for dividend accordingly. 

38.2 The Company may by ordinary resolution declare dividends, and the directors may 

decide to pay interim dividends. 

38.3 A dividend must not be declared unless the directors have made a recommendation as 

to its amount. Such a dividend must not exceed the amount recommended by the 

directors. 

38.4 No dividend may be declared or paid unless it is in accordance with shareholders’ 

respective rights. 

38.5 Unless the shareholders’ resolution to declare or directors’ decision to pay a dividend, or 

the rights attached to shares, specify otherwise, it must be paid by reference to each 

shareholder’s holding of shares on the date of the resolution or decision to declare or 

pay it. 

38.6 If the Company’s share capital is divided into different classes, no interim dividend may 

be paid on shares carrying deferred or non-preferred rights if, at the time of payment, 

any preferential dividend is in arrears. 
17 

38.7 The directors may pay at intervals any dividend payable at a fixed rate if it appears to 

them that the profits available for distribution justify the payment. 

38.8 If the directors act in good faith, they do not incur any liability to the holders of shares 

conferring preferred rights for any loss they may suffer by the lawful payment of an 

interim dividend on shares with deferred or non-preferred rights. 

39. Payment of dividends and other distributions 

39.1 Where a dividend or other sum which is a distribution is payable in respect of a share, it 

must be paid by one or more of the following means— 

(a) transfer to a bank or building society account specified by the distribution 

recipient either in writing or as the directors may otherwise decide; 

(b) sending a cheque made payable to the distribution recipient by post to the 

distribution recipient at the distribution recipient’s registered address (if the 

distribution recipient is a holder of the share), or (in any other case) to an 

address specified by the distribution recipient either in writing or as the directors 

may otherwise decide; 

(c) sending a cheque made payable to such person by post to such person at such 

address as the distribution recipient has specified either in writing or as the 

directors may otherwise decide; or 

(d) any other means of payment as the directors agree with the distribution recipient 

either in writing or by such other means as the directors decide. 

39.2 In the articles, the “distribution recipient” means, in respect of a share in respect of 

which a dividend or other sum is payable— 

(a) the holder of the share; or 

(b) if the share has two or more joint holders, whichever of them is named first in the 

register of members; or 

(c) if the holder is no longer entitled to the share by reason of death or bankruptcy, 

or otherwise by operation of law, the transmittee. 

40. No interest on distributions 

40.1 The Company may not pay interest on any dividend or other sum payable in respect of a 

share unless otherwise provided by— 

(a) the rights attached to shares, or 

(b) the provisions of another agreement between the holder of that share and the 

Company. 

41. Unclaimed distributions 

41.1 All dividends or other sums which are— 

(a) payable in respect of shares and 

(b) unclaimed after having been declared or become payable, 

may be invested or otherwise made use of by the directors for the benefit of the 

Company until claimed. 

41.2 The payment of any such dividend or other sum into a separate account does not make 

the Company a trustee in respect of it. 
18 

41.3 If— 

(a) twelve years have passed from the date on which a dividend or other sum 

became due for payment; and 

(b) the distribution recipient has not claimed it, 

the distribution recipient is no longer entitled to that dividend or other sum and it 

ceases to remain owing by the Company. 

42. Non-cash distributions 

42.1 Subject to the terms of issue of the share in question, the Company may, by ordinary 

resolution on the recommendation of the directors, decide to pay all or part of a dividend 

or other distribution payable in respect of a share by transferring non-cash assets of 

equivalent value (including, without limitation, shares or other securities in any 

company). 

42.2 For the purposes of paying a non-cash distribution, the directors may make whatever 

arrangements they think fit, including, where any difficulty arises regarding the 

distribution— 

(a) fixing the value of any assets; 

(b) paying cash to any distribution recipient on the basis of that value in order to 

adjust the rights of recipients; and 

(c) vesting any assets in trustees. 

43. Waiver of distributions 

43.1 Distribution recipients may waive their entitlement to a dividend or other distribution 

payable in respect of a share by giving the Company notice in writing to that effect, but 

if— 

(a) the share has more than one holder, or 

(b) more than one person is entitled to the share, whether by reason of the death or 

bankruptcy of one or more joint holders, or otherwise, the notice is not effective 

unless it is expressed to be given, and signed, by all the holders or persons 

otherwise entitled to the share. 

CAPITALISATION OF PROFITS 

44. Authority to capitalise and appropriation of capitalised sums 

44.1 Subject to the articles, the directors may, if they are so authorised by an ordinary 

resolution— 

(a) decide to capitalise any profits of the Company (whether or not they are available 

for distribution) which are not required for paying a preferential dividend, or any 

sum standing to the credit of the Company’s share premium account or capital 

redemption reserve; and 

(b) appropriate any sum which they so decide to capitalise (a “capitalised sum”) to 

the persons who would have been entitled to it if it were distributed by way of 

dividend (the “persons entitled”) and in the same proportions. 

44.2 Capitalised sums must be applied— 

(a) on behalf of the persons entitled, and 

(b) in the same proportions as a dividend would have been distributed to them. 
19 

44.3 Any capitalised sum may be applied in paying up new shares of a nominal amount equal 

to the capitalised sum which are then allotted credited as fully paid to the persons 

entitled or as they may direct. 

44.4 A capitalised sum which was appropriated from profits available for distribution may be 

applied in paying up new debentures of the Company which are then allotted credited as 

fully paid to the persons entitled or as they may direct. 

44.5 Subject to the articles the directors may— 

(a) apply capitalised sums in accordance with paragraphs 44.3 and 44.4 partly in 

one way and partly in another; 

(b) make such arrangements as they think fit to deal with shares or debentures 

becoming distributable in fractions under this article (including the issuing of 

fractional certificates or the making of cash payments); and 

(c) authorise any person to enter into an agreement with the Company on behalf of 

all the persons entitled which is binding on them in respect of the allotment of 

shares and debentures to them under this article. 

PART 4 

DECISION-MAKING BY SHAREHOLDERS 

ORGANISATION OF GENERAL MEETINGS 

45. Written Resolutions of Members 

45.1 Subject to Article 45.2, a written resolution of members passed in accordance with 

Part 13 of the Act is as valid and effectual as a resolution passed at a general meeting of 

the Company. 

45.2 On a written resolution, a member has one vote in respect of each share held by him. 

46. Attendance and speaking at general meetings 

46.1 A person is able to exercise the right to speak at a general meeting when that person is 

in a position to communicate to all those attending the meeting, during the meeting, any 

information or opinions which that person has on the business of the meeting. 

46.2 A person is able to exercise the right to vote at a general meeting when— 

(a) that person is able to vote, during the meeting, on resolutions put to the vote at 

the meeting, and 

(b) that person’s vote can be taken into account in determining whether or not such 

resolutions are passed at the same time as the votes of all the other persons 

attending the meeting. 

46.3 The directors may make whatever arrangements they consider appropriate to enable 

those attending a general meeting to exercise their rights to speak or vote at it. 

46.4 In determining attendance at a general meeting, it is immaterial whether any two or more 

members attending it are in the same place as each other. 
20 

46.5 Two or more persons who are not in the same place as each other attend a general 

meeting if their circumstances are such that if they have (or were to have) rights to 

speak and vote at that meeting, they are (or would be) able to exercise them. 

47. Quorum for general meetings 

47.1 No business other than the appointment of the chairman of the meeting is to be 

transacted at a general meeting if the persons attending it do not constitute a quorum. 

47.2 If the Company has more than one member, the quorum for a general meeting shall be: 

(a) one member holding more than one half in nominal value of the issued ordinary 

share capital of the Company and present in person or by proxy or by 

representative (and the presence of such a member shall be deemed for this 

purpose to constitute a valid meeting); or 

(b) if no such member is present, two members present in person or by proxy or 

representative. 

47.3 If the Company has only one member, one qualifying person at the meeting forms a 

quorum in accordance with s.318 of the Act. 

48. Chairing general meetings 

48.1 If the directors have appointed a chairman, the chairman shall chair general meetings if 

present and willing to do so. 

48.2 If the directors have not appointed a chairman, or if the chairman is unwilling to chair the 

meeting or is not present within ten minutes of the time at which a meeting was due to 

start— 

(a) the directors present, or 

(b) (if no directors are present), the meeting, must appoint a director or shareholder 

to chair the meeting, and the appointment of the chairman of the meeting must 

be the first business of the meeting. 

48.3 The person chairing a meeting in accordance with this article is referred to as the 

“chairman of the meeting”. 

49. Attendance and speaking by directors and non-shareholders 

49.1 Directors may attend and speak at general meetings, whether or not they are 

shareholders. 

49.2 The chairman of the meeting may permit other persons who are not— 

(a) shareholders of the Company, or 

(b) otherwise entitled to exercise the rights of shareholders in relation to general 

meetings, to attend and speak at a general meeting. 

50. Adjournment 

50.1 If the persons attending a general meeting within half an hour of the time at which the 

meeting was due to start do not constitute a quorum, or if during a meeting a quorum 

ceases to be present, the chairman of the meeting must adjourn it. 
21 

50.2 The chairman of the meeting may adjourn a general meeting at which a quorum is 

present if— 

(a) the meeting consents to an adjournment, or 

(b) it appears to the chairman of the meeting that an adjournment is necessary to 

protect the safety of any person attending the meeting or ensure that the 

business of the meeting is conducted in an orderly manner. 

50.3 The chairman of the meeting must adjourn a general meeting if directed to do so by the 

meeting. 

50.4 When adjourning a general meeting, the chairman of the meeting must— 

(a) either specify the time and place to which it is adjourned or state that it is to 

continue at a time and place to be fixed by the directors, and 

(b) have regard to any directions as to the time and place of any adjournment which 

have been given by the meeting. 

50.5 If the continuation of an adjourned meeting is to take place more than 14 days after it 

was adjourned, the company must give at least 7 clear days’ notice of it (that is, 

excluding the day of the adjourned meeting and the day on which the notice is given)— 

(a) to the same persons to whom notice of the company’s general meetings is 

required to be given, and 

(b) containing the same information which such notice is required to contain. 

50.6 No business may be transacted at an adjourned general meeting which could not 

properly have been transacted at the meeting if the adjournment had not taken place. 

VOTING AT GENERAL MEETINGS 

51. Voting: general 

A resolution put to the vote of a general meeting must be decided on a show of hands 

unless a poll is duly demanded in accordance with the articles. 

52. Errors and disputes 

52.1 No objection may be raised to the qualification of any person voting at a general meeting 

except at the meeting or adjourned meeting at which the vote objected to is tendered, 

and every vote not disallowed at the meeting is valid. 

52.2 Any such objection must be referred to the chairman of the meeting, whose decision is 

final. 

53. Poll votes 

53.1 A poll on a resolution may be demanded— 

(a) in advance of the general meeting where it is to be put to the vote, or 

(b) at a general meeting, either before a show of hands on that resolution or 

immediately after the result of a show of hands on that resolution is declared. 

53.2 A poll may be demanded by— 

(a) the chairman of the meeting; 
22 

(b) two or more persons having the right to vote on the resolution; or 

(c) a person or persons representing not less than one tenth of the total voting rights 

of all the shareholders having the right to vote on the resolution. 

53.3 A demand for a poll may be withdrawn if— 

(a) the poll has not yet been taken, and 

(b) the chairman of the meeting consents to the withdrawal. 

53.4 Polls must be taken immediately and in such manner as the chairman of the meeting 

directs. 

54. Content of proxy notices 

54.1 Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which— 

(a) states the name and address of the shareholder appointing the proxy; 

(b) identifies the person appointed to be that shareholder’s proxy and the general 

meeting in relation to which that person is appointed; 

(c) is signed by or on behalf of the shareholder appointing the proxy, or is 

authenticated in such manner as the directors may determine; and 

(d) is delivered to the Company in accordance with the articles and any instructions 

contained in the notice of the general meeting to which they relate. 

54.2 The Company may require proxy notices to be delivered in a particular form, and may 

specify different forms for different purposes. 

54.3 Proxy notices may specify how the proxy appointed under them is to vote (or that the 

proxy is to abstain from voting) on one or more resolutions. 

54.4 Unless a proxy notice indicates otherwise, it must be treated as— 

(a) allowing the person appointed under it as a proxy discretion as to how to vote on 

any ancillary or procedural resolutions put to the meeting, and 

(b) appointing that person as a proxy in relation to any adjournment of the general 

meeting to which it relates as well as the meeting itself. 

55. Delivery of proxy notices 

55.1 A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) 

at a general meeting remains so entitled in respect of that meeting or any adjournment 

of it, even though a valid proxy notice has been delivered to the Company by or on 

behalf of that person. 

55.2 An appointment under a proxy notice may be revoked by delivering to the Company a 

notice in writing given by or on behalf of the person by whom or on whose behalf the 

proxy notice was given. 

55.3 A notice revoking a proxy appointment only takes effect if it is delivered before the start 

of the meeting or adjourned meeting to which it relates. 

55.4 If a proxy notice is not executed by the person appointing the proxy, it must be 

accompanied by written evidence of the authority of the person who executed it to 

execute it on the appointor’s behalf. 
23 

56. Amendments to resolutions 

56.1 An ordinary resolution to be proposed at a general meeting may be amended by 

ordinary resolution if— 

(a) notice of the proposed amendment is given to the company in writing by a person 

entitled to vote at the general meeting at which it is to be proposed not less than 

48 hours before the meeting is to take place (or such later time as the chairman 

of the meeting may determine), and 

(b) the proposed amendment does not, in the reasonable opinion of the chairman of 

the meeting, materially alter the scope of the resolution. 

56.2 A special resolution to be proposed at a general meeting may be amended by ordinary 

resolution, if— 

(a) the chairman of the meeting proposes the amendment at the general meeting at 

which the resolution is to be proposed, and 

(b) the amendment does not go beyond what is necessary to correct a grammatical 

or other non-substantive error in the resolution. 

56.3 If the chairman of the meeting, acting in good faith, wrongly decides that an amendment 

to a resolution is out of order, the chairman’s error does not invalidate the vote on that 

resolution. 

PART 5 

ADMINISTRATIVE ARRANGEMENTS 

57. Means of communication to be used 

57.1 Subject to the articles, anything sent or supplied by or to the Company under the articles 

may be sent or supplied in any way in which the Act provides for documents or 

information which are authorised or required by any provision of that Act to be sent or 

supplied by or to the Company. 

57.2 Subject to the articles, any notice or document to be sent or supplied to a director in 

connection with the taking of decisions by directors may also be sent or supplied by the 

means by which that director has asked to be sent or supplied with such notices or 

documents for the time being. 

57.3 A director may agree with the Company that notices or documents sent to that director in 

a particular way are to be deemed to have been received within a specified time of their 

being sent, and for the specified time to be less than 48 hours. 

58. Document execution 

58.1 If the Company has a common seal, it may only be used by the authority of the directors 

or any committee of directors. 

58.2 The directors may decide by what means and in what form any common seal is to be 

used. 

58.3 Unless otherwise decided by the directors, the document may be duly executed by at 

least one authorised person in the presence of a witness who attests the signature. 
24 

58.4 For the purposes of this article, an authorised person is— 

(a) any director of the Company; 

(b) the company secretary (if any); or 

(c) any person authorised by the directors for the purpose of signing documents. 

59. No right to inspect accounts and other records 

Except as provided by law or authorised by the directors or an ordinary resolution of the 

Company, no person is entitled to inspect any of the Company’s accounting or other 

records or documents merely by virtue of being a shareholder. 

60. Provision for employees on cessation of business 

The directors may decide to make provision for the benefit of persons employed or 

formerly employed by the Company or any of its subsidiaries (other than a director or 

former director or shadow director) in connection with the cessation or transfer to any 

person of the whole or part of the undertaking of the Company or that subsidiary. 

DIRECTORS’ INDEMNITY AND INSURANCE 

61. Indemnity 

61.1 This Article shall have effect, and any indemnity provided by or pursuant to it shall apply, 

only to the extent permitted by, and subject to the restrictions of, the Act. It does not 

allow for or provide (to any extent) an indemnity which is more extensive than is 

permitted by the Act and any such indemnity is limited accordingly. No person shall be 

indemnified against a civil penalty imposed by the CFTC under section 6b of the CEA. 

This Article is also without prejudice to any indemnity to which any person may 

otherwise be entitled. 

61.2 The Company shall indemnify every person who is a director or other officer (other than 

an auditor) of the Company out of the assets of the Company from and against any loss, 

liability or expense incurred by him or them in relation to the Company. 

61.3 The Company may indemnify any person who is a director of a company that is a trustee 

of an occupational pension scheme (as defined in s.235 (6) of the Act) out of the assets 

of the Company from and against any loss, liability or expense incurred by him or them 

in connection with such company’s activities as trustee of the scheme. 

62. Insurance and funding of defence proceedings 

62.1 The directors may decide to purchase and maintain insurance, at the expense of the 

Company, for the benefit of any relevant director in respect of any relevant loss. 

In this article— 

(a) a “relevant director” means any director or former director of the company or an 

associated company or a trustee of any pension fund or employee benefits trust 

for the benefit of any employee of the Company, 

(b) a “relevant loss” means any loss or liability which has been or may be incurred 

by a relevant director in connection with that director’s duties or powers in 
25 

relation to the company, any associated company or any pension fund or 

employees’ share scheme of the company or associated company, and 

(c) companies are associated if one is a subsidiary of the other or both are 

subsidiaries of the same body corporate. 

62.2 The directors may, subject to the provisions of the Act, exercise the powers conferred on 

them by ss.205 and 206 of the Act to: 

(a) provide funds to meet expenditure incurred or to be incurred in defending any 

proceedings, investigation or action referred to in those sections or in connection 

with an application for relief referred to in s.205; or 

(b) take any action to enable such expenditure not to be incurred.