Exhibit 10.1


 


COMPANY NO. 03512889


 


THE COMPANIES ACT 1985


 


 


PRIVATE COMPANY LIMITED BY SHARES


 


 


ARTICLES OF ASSOCIATION


 


OF


 


ACTIVE
HOTELS LIMITED


 


(Adopted by written resolution passed on 21
September 2004)


 


PRELIMINARY


 


1.                                       These Articles constitute the Articles of the Company.  Table A is excluded for the purposes of
section 8(2) of the Act.


 


INTERPRETATION


 


2.                                       In these Articles:


 


2.1                                 the following words and expressions have the following meanings:


 


“2006 Exercise
Period” means the period beginning on the third Business Day after
the directors have served the 2006 Valuation Report on each B Ordinary
Shareholder and ending on the tenth Business Day after such date of service;


 


“2006 Valuation
Report” means the Valuation Report prepared by the directors in accordance
with Article 46 below which sets out the Option Price for any shares
subject to an Exercise Notice during the 2006 Exercise Period;


 


“2007 Exercise
Period” means the period beginning on the third Business Day after
the directors have served the 2007 Valuation Report on each B Ordinary
Shareholder and ending on the tenth Business Day after such date of service;


 


“2007 Valuation
Report” means the Valuation Report prepared by the directors in
accordance with Article 46 below which sets out the Option Price for any
shares subject to an Exercise Notice during the 2007 Exercise Period;


 


“2008 Exercise
Period” means the period beginning on the third Business Day after
the directors have served the 2008 Valuation Report on each B Ordinary
Shareholder and ending on the tenth Business Day after such date of service;


 


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“2008 Valuation
Report” means the Valuation Report prepared by the directors in
accordance with Article 46 below which sets out the Option Price for any
shares subject to an Exercise Notice during the 2008 Exercise Period;


 


“A Ordinary
Shareholder” means the holder of the A Ordinary Shares in the
Company unless there is more than one holder of the A Ordinary Shares in which
case any reference in these Articles to the “A Ordinary Shareholder” shall be
construed as meaning the holder of the majority of the A Ordinary Shares or in
the event that there is no such majority holder, to each of the holders of the
A Ordinary Shares;


 


“A Ordinary Shares”
means the A Ordinary Shares of 0.1 pence each in the Company;


 


“Accounts”
means the audited balance sheet and profit and loss account of the Company,
including all notes, reports, statements and other documents annexed to them;


 


“Act”
means the Companies Act 1985 including any statutory modification or
re-enactment thereof for the time being in force;


 


“address” in relation to an electronic
communication, includes any number or address used for the purposes of such
communication;


 


“Adjustment” means an adjustment to the shares and/or the Option Price in
accordance with Article 56 below;


 


“Arbitrator”
means PwC or such other person appointed pursuant to Article 50;


 


“Articles”
means the articles of association of the Company;


 


“auditors”
means the auditors of the Company;


 


“Bad Leaver”
means a B Ordinary Shareholder who ceases to be an employee of the Company
other than as a Good Leaver;


 


“B Ordinary
Shareholder” means any holder of B Ordinary Shares in the Company;


 


“B Ordinary Shares”
means the B Ordinary Shares of 0.1 pence each in the Company;


 


“Business
Day” means a day (other than a Saturday or a Sunday) on which banks
are generally open for business in London;


 


“Call
Exercise Notice” means the notice of exercise of the Call Option
setting out the number of B Ordinary Shares in relation to which the A Ordinary
Shareholder intends to exercise the Call Option


 


“Call
Option” means  the call
option granted by each B Ordinary Shareholder to the A Ordinary Shareholder
under Article 38;


 


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“clear days”
in relation to the period of a notice means that period excluding the day when
the notice is given or deemed to be given and the day for which it is given or
on which it is to take effect;


 


“communication” means the same as in the
Electronic Communications Act 2000;


 


“director”
means, except where the context otherwise requires, a director of the Company
and “directors” means the
directors or any of them acting as the board of directors of the Company;


 


“electronic communication” means the same as
in the Electronic Communications Act 2000;


 


“Exercise
Date” means the date on which any B Ordinary Shareholder or the A
Ordinary Shareholder (as the case may be) serves an Exercise Notice;


 


“Exercise
Notice” means a Call Exercise Notice or a Put Exercise Notice (as
the case may be);


 


“Fair
Market Value” means a price per share determined in accordance with
Article 44;


 


“Good Leaver”
means a B Ordinary Shareholder who ceases to be an employee of the Company as a
result of his:


 


(i)            death;
or


 


(ii)           being
dismissed by reason of absence from work due to ill health or accident (save
for ill health which arises as a result of an abuse of drink or drugs),
provided that the relevant B Ordinary Shareholder delivers to the Company a medical
certificate signed by a doctor duly evidencing his ill health or accident and
provided further that the Company reserves the right to require such B Ordinary
Shareholder to undergo a medical examination by a doctor or consultant
nominated by it; or


 


(iii)          retirement
once the B Ordinary Shareholder reaches the age of 60; or


 


(iv)          being
made redundant by the Company;


 


“Granted
Securities” means B Ordinary Shares which have been subscribed at a
price of 0.1 pence per share;


 


“holder”
in relation to shares means the member whose name is entered in the register of
members as the holder of the shares;


 


“Institute
of Chartered Accountants” means the Institute of Chartered
Accountants in England & Wales, whose postal address is Chartered
Accountants’ Hall, PO Box 433, London EC2P 2BJ;


 


“Office”
means the registered office of the Company;


 


“Option”
means either or both of the Call Option and the Put Option (as the context
requires);


 


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“Option
Price” means in respect of Granted Securities which have Vested and
in respect of Purchased Securities Fair Market Value and in respect of Granted
Securities which have not Vested 0.1 pence per share;


 


“Priceline”
means Priceline.com, Incorporated whose principal place of business is 800
Connecticut Avenue, Norwalk, CT06854, USA;


 


“Priceline
Shares” means common stock, of par value $0.008 per share of Priceline
registered on NASDAQ or of such other par value as such common stock may
convert into;


 


“Purchased
Securities” means B Ordinary Shares which have been subscribed at a
price of £16.9235 per share;


 


“Put
Exercise Notice” means the notice of exercise of the Put Option
setting out the number of B Ordinary Shares in relation to which any B Ordinary
Shareholder intends to exercise the Put Option;


 


“Put
Option” means the put option granted by the A Ordinary Shareholder
to each B Ordinary Shareholder under Article 39;


 


“PwC”
means Pricewaterhouse Coopers LLP of 1 Embankment Place, London, WC2N 6RH;


 


 “Seal” means the common seal of the Company
and includes any official seal kept by the Company by virtue of sections 39 or
40 of the Act;


 


“Shares”
means the A Ordinary Shares and the B Ordinary Shares in the Company;


 


“secretary”
means the secretary of the Company or any other person appointed to perform the
duties of the secretary of the Company, including a joint, assistant or deputy
secretary;


 


“Securities
Act” means the
U.S. Securities Exchange Act of 1934, as amended, and all rules and regulations
promulgated thereunder;


 


“United Kingdom”
means Great Britain and Northern Ireland;


 


“Valuation
Report” means the report prepared by the directors in accordance
with Article 46; and


 


“Vest”
means the process of a B Ordinary Shareholder becoming entitled (i) to exercise
the Put Option in respect of Granted Shares and (ii) to be paid an Option Price
equal to Fair Market Value for such Shares (as defined in Article 44).


 


2.2                                 powers of delegation shall not be restrictively construed but the
widest interpretation shall be given to them;


 


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2.3                                 the word “directors” in
the context of the exercise of any power contained in the Articles includes any
committee consisting of one or more directors, any director holding executive
office and any local or divisional board, manager or agent of the company to
which or, as the case may be, to whom the power in question has been delegated;


 


2.4                                 no power of delegation shall be limited by the existence or, except
where expressly provided by the terms of delegation, the exercise of that or
any other power of delegation;


 


2.5                                 except where expressly provided by the terms of delegation, the
delegation of a power shall not exclude the concurrent exercise of that power
by any other body or person who is for the time being authorised to exercise it
under the Articles or under another delegation of the power;


 


2.6                                 unless the context otherwise requires, words or expressions
contained in these Articles bear the same meaning as in the Act but excluding
any statutory modification thereof not in force when the Articles become
binding on the Company;


 


2.7                                 references to a document being executed include references to its
being executed under hand or under seal or by any other method;


 


2.8                                 unless the context otherwise requires, any reference to “writing” or “written” shall include any method of reproducing words or text
in a legible and non-transitory form;


 


2.9                                 save where specifically required or indicated otherwise words
importing one gender shall be treated as importing any gender, words importing
individuals shall be treated as importing corporations and vice versa, words
importing the singular shall be treated as importing the plural and vice versa,
and words importing the whole shall be treated as including a reference to any part
thereof;


 


2.10                           clause and paragraph
headings are inserted for ease of reference only and shall not affect
construction.


 


SHARE CAPITAL


 


3.                                       The authorised share capital of the Company is £7,650 divided into
7,460,839 A Ordinary Shares of 0.1 pence each and 189,161 B Ordinary Shares of
0.1 pence each.


 


RIGHTS ATTACHING TO SHARES


 


4.                                       The rights and restrictions attaching to the A Ordinary Shares and
the B Ordinary Shares are as follows:


 


Income


 


4.1                                 holders of the A Ordinary Shares and the holders of the B Ordinary
Shares shall be entitled to receive such sums by way of dividend as the Company
may by ordinary resolution declare or as the directors may determine in either
case in accordance with the provisions of the Act and Articles 156-163 but such
that, subject to Articles 4.2


 


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and 4.3 below, the A Ordinary Shares and
the B Ordinary Shares need not rank pari
passu for such dividends;


 


4.2                                 holders of the A Ordinary Shares shall, in priority to the holders
of the B Ordinary Shares, be entitled to be paid an annual dividend that is
equal to £1,650,000 (the “Threshold Amount”);


 


4.3                                 holders of the A Ordinary Shares and the holders of the B Ordinary
Shares (as if the same constituted one class of share) shall then be entitled
to the balance of any dividend that the Company may by ordinary resolution
declare after the payment of the amount equal to the Threshold Amount referred
to in Article 4.2 above, such balance to be shared among the holders of
the A Ordinary Shares and the B Ordinary Shares (as if the same constituted one
class of share) pro rata according to the amount fully paid up on the A
Ordinary Shares and B Ordinary Shares (including any amount of share premium
paid thereon);


 


Capital


 


4.4                                 the assets of the Company available for distribution to holders
remaining after payment of all other debts and liabilities of the Company (and
of the costs, charges and expenses of any winding up) shall be distributed
amongst the holders of the A Ordinary Shares and the holders of the B Ordinary
Shares pari passu as if they were
all shares of the same class;


 


Voting


 


4.5                                 every holder of A Ordinary Shares and B Ordinary Shares who (being
an individual) is present or (being a corporation) is present by a duly
authorised representative (not being himself a member entitled to vote) shall
have one vote for every such share of which he is the holder.


 


AUTHORITY TO ALLOT


 


5.                                       The directors are generally and unconditionally authorised pursuant
to section 80 of the Act to allot relevant securities (within the meaning
of section 80(2) of the Act).  The
authority hereby conferred shall, subject to section 80(7) of the Act, be
for a period of five years from the date of adoption of these Articles unless
renewed varied or revoked by the Company in general meeting and the maximum
amount of relevant securities which may be allotted pursuant to such authority
shall be the authorised but as yet unissued share capital of the Company at the
date of adoption of these Articles or, where the authority is renewed, at the
date of the renewal.


 


6.                                       The directors shall be entitled under the authority contained in
Article 5 or any renewal thereof to make at any time prior to the expiry
of such authority any offer or agreement which would or might require relevant
securities of the Company to be allotted after the expiry of such authority.


 


7.                                       The provisions of sections 89(1) and 90(1) to (6) of the Act shall
not apply to the Company.


 


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8.             Subject
to the provisions of the Act and without prejudice to any rights attached to
any existing shares, any share may be issued with such rights or restrictions
as the Company may by ordinary resolution determine or, subject to and in
default of such determination, as the directors shall determine.


 


9.             Subject
to the provisions of the Act, shares may be issued which are to be redeemed or
are liable to be redeemed at the option of the Company or the holder on such
terms and in such manner as may be provided by the Articles.


 


10.           Subject
to the provisions of Articles 5 to 9 inclusive, the provisions of the Act and
to any resolution of the Company in general meeting passed pursuant to those
provisions:


 


10.1         all
unissued shares for the time being in the capital of the Company (whether
forming part of the original or any increased share capital) shall be at the
disposal of the directors; and


 


10.2         the
directors may allot (with or without conferring a right of renunciation), grant
options over, or otherwise dispose of them to such persons on such terms and
conditions and at such times as they think fit.


 


11.           The
Company may exercise the powers of paying commissions conferred by the
Act.  Subject to the provisions of the
Act, any such commission may be satisfied by the payment of cash or by the
allotment of fully or partly paid shares or partly in one way and partly in the
other.


 


12.           Except
as required by law, no person shall be recognised by the Company as holding any
share upon any trust and (except as otherwise provided by the Articles or by
law) the Company shall not be bound by or recognise any interest in any share
except an absolute right to the entirety thereof in the holder.


 


SHARE
CERTIFICATES


 


13.           Every
member, upon becoming the holder of any shares, shall be entitled without
payment to one certificate for all the shares of each class held by him (and,
upon transferring a part of his holding of shares of any class, to a
certificate for the balance of such holding) or several certificates each for
one or more of his shares upon payment for every certificate after the first of
such reasonable sum as the directors may determine.  Every certificate shall be sealed with the
Seal or executed in such other manner as the directors may approve, having
regard to the Act and the provisions of the Articles, and shall specify the
number, class and distinguishing numbers (if any) of the shares to which it
relates and the amount or respective amounts paid up thereon.  The Company shall not be bound to issue more
than one certificate for shares held jointly by several persons and delivery of
a certificate to one joint holder shall be a sufficient delivery to all of
them.


 


14.           If a
share certificate is defaced, worn-out, lost or destroyed, it may be renewed on
such terms (if any) as to evidence and indemnity and payment of the expenses
reasonably incurred by the Company in investigating evidence as the directors
may determine but 


 


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otherwise free of charge, and (in the case
of defacement or wearing-out) on delivery up of the old certificate.


 


LIEN


 


15.           The
Company shall have a first and paramount lien on every share (not being a fully
paid share) for all moneys (whether presently payable or not) payable at a
fixed time or called in respect of that share. 
The directors may at any time declare any share to be wholly or in part
exempt from the provisions of this Article 15.  The Company’s lien on a share shall extend to
any amount payable in respect of it.


 


16.           The
Company may sell in such manner as the directors determine any shares on which
the Company has a lien if a sum in respect of which the lien exists is
presently payable and is not paid within fourteen clear days after notice has
been given to the holder of the share or to the person entitled to it in
consequence of the death or bankruptcy of the holder, demanding payment and
stating that if the notice is not complied with the shares may be sold.


 


17.           To
give effect to a sale the directors may authorise some person to execute an
instrument of transfer of the shares sold to, or in accordance with the
directions of, the purchaser.  The title
of the transferee to the shares shall not be affected by any irregularity in or
invalidity of the proceedings in reference to the sale.


 


18.           The net
proceeds of the sale, after payment of the costs, shall be applied in payment
of so much of the sum for which the lien exists as is presently payable, and
any residue shall (upon surrender to the Company for cancellation of the
certificate for the shares sold and subject to a like lien for any moneys not
presently payable as existed upon the shares before the sale) be paid to the
person entitled to the shares at the date of the sale.


 


CALLS
ON SHARES AND FORFEITURE


 


19.           Subject
to the terms of allotment, the directors may make calls upon the members in
respect of any moneys unpaid on their shares (whether in respect of nominal
value or premium) and each member shall (subject to receiving at least fourteen
clear days’ notice specifying when and where payment is to be made) pay to the
Company as required by the notice the amount called on his shares.  A call may be required to be paid by
instalments.  A call may, before receipt
by the Company of any sum due thereunder, be revoked in whole or part and
payment of a call may be postponed in whole or part.  A person upon whom a call is made shall
remain liable for calls made upon him notwithstanding the subsequent transfer
of the shares in respect whereof the call was made.


 


20.           A call
shall be deemed to have been made at the time when the resolution of the
directors authorising the call was passed.


 


21.           The
joint holders of a share shall be jointly and severally liable to pay all calls
in respect thereof.


 


22.           If a
call remains unpaid after it has become due and payable, the person from whom
it is due and payable shall pay interest on the amount unpaid from the day it
became due and


 


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payable until it is paid and shall also pay all costs
and expenses incurred by the Company as determined by the directors in order to
procure payment of the sums due or in consequence of the non-payment of such
sums.  The rate of interest shall be the
rate fixed by the terms of allotment of the share or in the notice of the call
or, if no rate is fixed, at the appropriate rate (as defined by the Act) but
the directors may waive payment of the interest, costs and expenses wholly or
in part.


 


23.           An
amount payable in respect of a share on allotment or at any fixed date, whether
in respect of nominal value or premium or as an instalment of a call, shall be
deemed to be a call and if it is not paid the provisions of the Articles shall
apply as if that amount had become due and payable by virtue of a call.


 


24.           Subject
to the terms of allotment, the directors may make arrangements on the issue of
shares for a difference between the holders in the amounts and times of payment
of calls on their shares.


 


25.           The
directors may, if they think fit, receive from any member willing to advance
the same all or any part of the moneys uncalled and unpaid upon any shares held
by him, and upon all or any of the moneys so advanced may (until the same
would, but for such advance, become payable) pay interest at such rate as may
be agreed upon between the directors and the member paying such sum in advance.


 


26.           If a
call remains unpaid after it has become due and payable, the directors may give
to the person from whom it is due not less than fourteen clear days’ notice
requiring payment of the amount unpaid together with any interest which may
have accrued plus expenses or costs determined in accordance with Article 22. 
The notice shall name the place where payment is to be made and shall
state that if the notice is not complied with the shares in respect of which
the call was made will be liable to be forfeited.


 


27.           If the
notice is not complied with any share in respect of which it was given may,
before the payment required by the notice has been made, be forfeited by a
resolution of the directors and the forfeiture shall include all dividends or
other moneys payable in respect of the forfeited shares and not paid before the
forfeiture.


 


28.           Subject
to the provisions of the Act, a forfeited share may be sold, re-allotted or
otherwise disposed of on such terms and in such manner as the directors
determine either to the person who was before the forfeiture the holder or to
any other person and at any time before sale, re-allotment or other
disposition, the forfeiture may be cancelled on such terms as the directors
think fit.  Where for the purposes of its
disposal a forfeited share is to be transferred to any person the directors may
authorise some person to execute an instrument of transfer of the share to that
person.


 


29.           A
person any of whose shares have been forfeited shall cease to be a member in
respect of them and shall surrender to the Company for cancellation the
certificate for the shares forfeited but shall remain liable to the Company for
all moneys which at the date of forfeiture were presently payable by him to the
Company in respect of those shares with interest at the rate at which interest
was payable on those moneys before the forfeiture or, if no interest was so
payable, at the appropriate rate (as defined in the Act) plus costs and
expenses from the date of forfeiture until payment but the directors may waive


 


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payment wholly or in part or enforce payment without
any allowance for the value of the shares at the time of forfeiture or for any
consideration received on their disposal.


 


30.           A
statutory declaration by a director or the secretary that a share has been
forfeited on a specified date shall be conclusive evidence of the facts stated
in it as against all persons claiming to be entitled to the share and the
declaration shall (subject to the execution of an instrument of transfer if
necessary) constitute a good title to the share and the person to whom the
share is disposed of shall not be bound to see to the application of the
consideration, if any, nor shall his title to the share be affected by any
irregularity in or invalidity of the proceedings in reference to the forfeiture
or disposal of the share.


 


TRANSFER OF SHARES


 


31.           The
directors shall not register any transfer of B Ordinary Shares:


 


31.1         unless
such transfer is made in accordance with the provisions of Articles 38 to 60 (Put and Call Option); or


 


31.2         such
transfer is made in accordance with the provisions of Articles 72 to 79 (Pre-Emption Transfers) and (i) such
transfer is made after 3 April 2008 and (ii) the transfer is not being
made pursuant to any exercise of the Put Option or the Call Option.


 


32.           The
directors may at any time register any transfer of B Ordinary Shares if such
transfer is made in accordance with Articles 61 to 71 (Drag Along and Tag Along).


 


33.           The
directors shall register any transfer of A Ordinary Shares which complies with
the provisions of these Articles.


 


34.           Subject
to such of the restrictions set out in these Articles as may be applicable, any
member may transfer all or any of his shares by instrument of transfer in
writing in any usual form or in any other form which the directors may
approve.  The instrument of transfer
shall be executed by or on behalf of the transferor and, unless the share is
fully paid, by or on behalf of the transferee and the transferee shall remain
the holder of the shares and as such a member of the Company until the name of
the transferee is entered in the Register of Members in respect thereof.


 


35.           If the
directors refuse to register a transfer of a share they shall within two months
after the date on which the transfer was lodged with the Company send to the
transferee notice of the refusal.


 


36.           No fee
shall be charged for the registration of any instrument of transfer or other
document relating to or affecting the title to any share.


 


37.           The
Company shall be entitled to retain any instrument of transfer which is
registered, but any instrument of transfer which the directors refuse to
register shall be returned to the person lodging it when notice of the refusal
is given.


 


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PUT
AND CALL OPTION


 


38.           Each B
Ordinary Shareholder grants to the A Ordinary Shareholder an Option to purchase
the Granted Securities and the Purchased Securities for the Option Price on the
terms and subject to the conditions of these Articles (the “Call Option”).


 


39.           The A
Ordinary Shareholder grants to each B Ordinary Shareholder an Option to sell
the Granted Securities and the Purchased Securities to the A Ordinary
Shareholder for the Option Price on the terms and subject to the conditions of
these Articles (the “Put Option”).


 


40.           The A
Ordinary Shareholder may exercise the Call Option with respect to:


 


40.1         any
Granted Securities that have Vested and/or 1/3 of the Purchased Securities held
by each B Ordinary Shareholder by serving a Call Exercise Notice on any B
Ordinary Shareholder at any time during the 2006 Exercise Period; and/or


 


40.2         any
Granted Securities that have Vested and/or 2/3rd of the Purchased
Securities held by each B Ordinary Shareholder (less any Purchased Securities
or Granted Securities previously held by that B Ordinary Shareholder which have
been acquired by the A Ordinary Shareholder pursuant to an earlier exercise of
the Put Option or the Call Option) by serving a Call Exercise Notice on any B
Ordinary Shareholder at any time during the 2007 Exercise Period; and/or


 


40.3         any
Granted Securities that have Vested and/or any Purchased Securities held by
each B Ordinary Shareholder (less any Purchased Securities or Granted
Securities previously held by that B Ordinary Shareholder which have been
acquired by the A Ordinary Shareholder pursuant to an earlier exercise of the
Put Option or the Call Option) by serving a Call Exercise Notice on any B
Ordinary Shareholder at any time during the 2008 Exercise Period.


 


41.           Each B
Ordinary Shareholder if he is an employee or a Good Leaver may exercise the Put
Option with respect to:


 


41.1         any of
its Granted Securities that have Vested and/or 1/3 of its Purchased Securities
by serving a Put Exercise Notice on the A Ordinary Shareholder at any time
during the 2006 Exercise Period; and/or


 


41.2         any of
its Granted Securities that have Vested and/or 2/3rd of its
Purchased Securities (less any Purchased Securities or Granted Securities
previously held by it which have been acquired by the A Ordinary Shareholder
pursuant to an earlier exercise of the Put Option or the Call Option) by
serving a Put Exercise Notice on the A Ordinary Shareholder at any time during
the 2007 Exercise Period; and/or


 


41.3         any of
its Granted Securities that have Vested and/or any of its Purchased Securities
(less any Purchased Securities or Granted Securities previously held by it
which have been acquired by the A Ordinary Shareholder pursuant to an earlier
exercise of the Put Option or the Call Option) by serving a Put Exercise Notice
on the A Ordinary Shareholder at any time during the 2008 Exercise Period.


 


42.           Notwithstanding
the foregoing, if any B Ordinary Shareholder is a Bad Leaver, the A Ordinary
Shareholder may, with respect to:


 


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42.1         any
Granted Securities of that B Shareholder that have Vested on or before the 184th
day preceding the date upon which the B Ordinary Shareholder ceases to be an
employee of the Company, exercise the Call Option immediately or at any time
thereafter by serving a Call Exercise Notice on the B Ordinary Shareholder;
and/or


 


42.2         any
Granted Securities of that B Shareholder that have Vested after the 184th
day preceding the date upon which the B Ordinary Shareholder ceases to be an
employee of the Company, exercise the Call Option by serving a Call Exercise
Notice on the B Ordinary Shareholder at any time not less than 183 days after
the date upon which such Granted Securities have Vested; and


 


42.3         any
Granted Securities of that B Shareholder that have not Vested, exercise the
Call Option immediately or at any time thereafter.


 


43.           An
Exercise Notice shall constitute a legally binding contract between the
relevant B Ordinary Shareholder and the A Ordinary Shareholder for the sale and
purchase of the entire legal and beneficial interest in the number of shares
specified in the Exercise Notice free from any claim, charge, lien or
encumbrance, and with all rights attached thereto at the Completion Date.


 


44.           Subject
to Article 45 below, where the Option Price is to be the Fair Market
Value, such Fair Market Value shall be the price per share as at the date of
the most recent Valuation Report as being in the directors’ opinion the fair
value of a share as between a willing seller and a willing buyer (with no
discount to reflect the unquoted status of the shares) provided that the
directors, in determining the fair value of such shares shall:


 


44.1         determine
the sum which a willing buyer would offer to a willing seller for the whole of
the issued share capital of the Company;


 


44.2         divide
the resultant figure by the number of issued shares (assuming that all
outstanding options or rights to acquire shares have been exercised in full
(whether or not yet exercisable) and assuming that any shares available to be
allotted to employees or directors of the Company pursuant to any employees’
share scheme have been allotted and assuming that any Granted Securities in the
Company have Vested);


 


44.3         base
their valuation on the latest Accounts of the Company and any projections or
forecasts prepared by the directors, and for the avoidance of doubt the
directors shall not base their valuation on any financial statements,
projections or forecasts prepared by any other person which have not been first
approved by a simple majority of the directors of the Company,


 


but so
that there shall be no addition or subtracting of any premium or discount
arising in relation to the size of the holding the subject of the relevant
transfer, or in relation to any restrictions on the transferability of the
shares arising only out of the provisions of the Articles and provided further
that the directors shall take into account in relation to determining the
appropriate figure for Article 40.1 above any


 


12
















 


bona fide offer from any
third party to purchase the entire issued share capital the subject of an
Exercise Notice.


 


45.           If (i)
any B Ordinary Shareholder ceases to be an employee of the Company for whatever
reason and (ii) the A Ordinary Shareholder elects to exercise the Call Option
pursuant to Article 42 above, the Option Price shall be the Option Price
of the shares referred to in the relevant Exercise Notice as at the date of the
most recent Valuation Report, provided that if:


 


(a)           the
most recent Valuation Report was delivered to the parties on or before the date
which is four months prior to the service of the Call Exercise Notice on the
relevant B Ordinary Shareholder, the A Ordinary Shareholder shall arrange for
the directors to prepare an updated Valuation Report and serve it on the
parties and the Option Price as set out in such updated Valuation Report shall
be the relevant Option Price for the purposes of this Article 45; or


 


(b)           (i)
the Call Exercise Notice is exercised within four months of the service of the
most recent Valuation Report on the relevant B Ordinary Shareholder and (ii) an
event or circumstance has occurred since the most recent Valuation Report such
that the Fair Market Value of the Shares as set out in the most recent
Valuation Report does not correspond to the Fair Market Value of the Shares as
at the date of service of the relevant Call Exercise Notice, the A Ordinary
Shareholder or the holders of a majority of the B Ordinary Shares may arrange
for the directors to prepare an updated Valuation Report and serve it on the
parties and the Option Price as set out in such updated Valuation Report shall
be the relevant Option Price for the purposes of this Article 45.


 


46.           The
directors shall prepare the Valuation Report, which shall set out the Fair
Market Value of the Shares as at the date of the Valuation Report and shall
serve the Valuation Report on the A Ordinary Shareholder and the B Ordinary
Shareholder, on or about 20 March 2006, 20 March 2007, and 20
March 2008 respectively.


 


47.           The
Fair Market Value of the shares as set out in the Valuation Report shall be
final and binding on the parties, save that if the holders of a majority of the
B Ordinary Shares serve notice on the A Ordinary Shareholder that the Fair
Market Value as set out in the relevant Valuation Report does not, in their
opinion reflect the true Fair Market Value of the shares, either party may
within 10 Business Days of the date of such notice refer the matter to the
Arbitrator.


 


48.           Within
20 Business Days of referral of the matter to the Arbitrator pursuant to
Article 47 above, each of the A Ordinary Shareholder and the relevant B
Ordinary Shareholder shall submit to the Arbitrator its own determination of
the Fair Market Value of the shares specified in the Exercise Notice, including
an explanation of the basis of its valuation, the methodology applied and key
assumptions used.  As soon as reasonably
practicable thereafter, the Arbitrator will determine and notify the parties in
writing which of the two parties’ valuation (the “Closer
Valuation”) more closely reflects in the opinion of the Arbitrator
the Fair Market Value of the shares specified in the Exercise Notice and the
Closer Valuation shall be deemed to be Fair Market Value for the purposes of
determining the Option Price for such shares.


 


13
















 


49.           The
decision of the Arbitrator shall, save in the case of manifest error, be final
and binding on the A Ordinary Shareholder and the relevant B Ordinary
Shareholder.  The costs incurred by the
Arbitrator shall be borne by the party whose valuation is not adopted by the
Arbitrator as reflecting the Fair Market Value of the shares specified in the
Exercise Notice.


 


50.           The
parties shall use all reasonable endeavours to appoint PwC as the Arbitrator
within 14 days of the service of any notice pursuant to Articles 47 and 59 or
such later date as the parties may agree. 
If PwC shall not agree to accept such appointment, the Arbitrator shall
be appointed by agreement between the parties or, if they do not so agree
within 7 days of the service of such notice, the appointment shall be made by
the President, for the time being, of the Institute of Chartered Accountants on
the application of either party.


 


51.           Completion
of the sale and purchase of the shares (or, in the case of the partial exercise
of an Option, the number of the shares referred to in the relevant Exercise
Notice) (“Completion”) shall take place at the
offices of the Company on either (i) the date specified in the relevant
Exercise Notice being no less than 10 and no more than 12 Business Days after
service of the relevant Exercise Notice or (ii) in the event that the matter is
referred to the Arbitrator in accordance with Article 48, the date being
10 Business Days after the date upon which the Arbitrator publishes its
decision (the “Completion Date”).


 


52.           At
Completion, the B Ordinary Shareholder shall deliver or procure the delivery to
the A Ordinary Shareholder of:


 


52.1         a duly
executed transfer or transfers in respect of the number of the shares referred
to in the relevant Exercise Notice in favour of the A Ordinary Shareholder or
such person(s) as the A Ordinary Shareholder may direct;


 


52.2         the
share certificate(s) representing the shares referred to in the relevant
Exercise Notice (or an express indemnity in a form reasonably satisfactory to
the A Ordinary Shareholder in the case of any share certificate(s) found to be
missing); and


 


52.3         such other documents as may be necessary to enable the A Ordinary
Shareholder or its nominee(s) to obtain a good title to the shares referred to
in the relevant Exercise Notice.


 


53.           Subject
to compliance by the relevant B Ordinary Shareholder with its obligations set
out in Article 52, on Completion the A Ordinary Shareholder will pay to
the relevant B Ordinary Shareholder the Option Price.  The Option Price shall be satisfied either in
cash or at the choice of the A Ordinary Shareholder by the allotment of
Priceline Shares to the relevant B Ordinary Shareholder in accordance with
Article 54.


 


54.           If
pursuant to Article 53 above, the A Ordinary Shareholder elects to satisfy
the Option Price by way of the allotment of Priceline Shares, the aggregate
number of Priceline Shares to be allotted to the relevant B Ordinary
Shareholder shall be calculated as follows:


 


14
















 


	
   

  	
  No of
  Priceline Shares =

  	
  Option
  Price  x Y

  
	
   

  	
   

  	
  the
  Issue Price

  	
   

  	
   

  



 


where the Issue Price is the closing price of
Priceline Shares as reported on NASDAQ on the last day prior to the date of
Completion on which NASDAQ was open for business; and


 


Y is the number of B Ordinary Shares referred to in the
relevant Exercise Notice.


 


55.           Until
the Completion Date, the relevant B Ordinary Shareholder shall be entitled to
exercise all voting and other rights attached to the shares referred to in the
relevant Exercise Notice and shall be entitled to receive and retain all
dividends and other distributions in respect of the shares.


 


56.           If any
of the events in Article 57 occurs, such adjustments (if any) shall be
made as may be required to the number and/or description of the shares and/or
to the Option Price so as to preserve as far as possible the equivalent
economic value of the rights of the parties immediately prior to the relevant
event having regard to any diluting or concentrating effect of the relevant
event and the redesignation of, or replacement with any other securities of,
the shares.


 


57.           The
events referred to in Article 56 are the occurrence of any of the
following in relation to the shares:


 


57.1         a
sub-division, consolidation or reclassification of the shares;


 


57.2         a
distribution (whether by way of bonus, capitalisation or similar issue or
otherwise) by the Company to existing holders of the shares of (i) additional
shares or (ii) other share capital or securities or (iii) securities, rights or
warrants granting the right to a distribution of shares or to purchase,
subscribe or receive shares or any other shares or securities or assets (other
than the payment of a cash dividend);


 


57.3         the
reclassification of, or a change in, the shares (other than one referred to in
Article 57.2);


 


57.4         the
consolidation, amalgamation or merger of the Company with or into another
entity (other than a consolidation, amalgamation or merger following which the
Company is the surviving entity and which does not result in any
reclassification of, or change in, the shares); or


 


57.5         any
event in respect of the shares analogous to any of the foregoing events or
otherwise having a diluting or concentrating effect on the market value of the
shares.


 


58.           Any
adjustment made in accordance with Article 56 shall have effect from the
date of the relevant event in Article 56.


 


59.           The
nature of any adjustment required to be made in accordance with Article 57
shall be determined by the directors of the Company within 10 Business Days of
the occurrence of any of the events referred to in Article 57 above, save
that if the holders of a majority of the B Ordinary Shares serve notice on the
A Ordinary Shareholder


 


15
















 


that the adjustment determined by the directors
pursuant to this Article 59 does not, in their opinion reflect the true
adjustment that is required, either party may within 10 Business Days of the
date of such notice refer the matter to the Arbitrator.


 


60.           Articles
38 to 60 shall only be amended with the consent of the holders of a majority of
the B Ordinary Shares.


 


TAG ALONG RIGHTS


 


61.           If the
effect of any transfer of shares by the A Ordinary Shareholder would, if
completed, enable any person or persons acting in concert with each other to,
directly or indirectly own shares of the Company carrying the right to 50% or
more of the total number of votes which could be cast at a general meeting, the
transferor shall procure the making by the proposed transferee (the “Offeror”) of an Offer to all of the B
Ordinary Shareholders.


 


62.           An
Offer means an unconditional offer, open for acceptances for not less than 21
days, to purchase the B Ordinary Shares held by the recipient of an Offer for a
consideration (in cash or with a cash alternative) and on terms no less
favourable than the most favourable terms provided by such person during the
twelve months preceding and including the proposed date of such transfer in
relation to shares of the Company.


 


63.           Every
B Ordinary Shareholder on receipt of an Offer shall be bound within 21 days of
the date of such Offer (which date shall be specified therein) either to accept
or reject such offer in writing (and in default of so doing shall be deemed to
have rejected the Offer) (the “Offer Period”).


 


64.           In the
event that an Offer is made, then no member shall transfer shares to the
Offeror unless, in relation to every acceptance received within the Offer
Period from members, the Offeror executes all such documents, pays all such
consideration and does all such other acts or things which are necessary to be
done by the Offeror to transfer the shares of the accepting members to the
Offeror in accordance with the terms of the Offer.


 


65.           In the
event that, pursuant to an Offer being made in accordance with Article 61,
the Offeror becomes the holder or has agreed to become the holder of shares
conferring the right in aggregate to exercise 90% or more of the votes which
could be cast at a general meeting, then if so requested by any member within
10 Business Days after the end of the Offer Period, the Offeror shall be bound
to purchase from such member all (but not some only) of the Shares at a price
per share equal to and on terms no less favourable than those on which the
Offer must be made in accordance with Article 61.  The provisions of Article 61 shall apply
mutatis mutandis to any transfer
of shares in accordance with this Article 65.


 


16
















 


DRAG ALONG RIGHTS


 


66.           If the
A Ordinary Shareholder (the “Seller”) wishes
to transfer shares in the Company representing in aggregate not less than 50%
of the A Ordinary Shares of the Company (the “Majority
Holding”) to any third party (the “Purchaser”),
then the Seller shall procure (as far as it is able) that the Purchaser makes
the same offer or offers to all the other shareholders of the Company for the
same consideration per respective share as the consideration it is to receive
from the Purchaser in respect of the transfer of the Majority Holding to the
Purchaser (the “Drag Along Price”).


 


67.           The
Seller shall give notice to the Company of:


 


(i)            its intention to transfer
the Majority Holding to the Purchaser;


(ii)           the Drag Along Price; and


(iii)          the requirement that all Shares
issued at the time of such notice (other than the shares held by the Seller)
are required to be transferred to the Purchaser for the Drag Along Price,


 


(the “Drag
Along Notice”).


 


68.           Upon
receipt of the Drag Along Notice, the Company shall procure that such notice is
delivered promptly to each B Ordinary Shareholder.


 


69.           The
giving of a Drag Along Notice by the Seller to the Company in accordance with
Article 67 shall have the effect of obliging the holder from time to time
of any B Ordinary Shares to sell to the Purchaser (or its nominee) the B
Ordinary Shares for the Drag Along Price.


 


70.           Completion
of the sale of the B Ordinary Shares shall take place on the date of completion
of the transfer of the Majority Holding.


 


71.           The
directors shall pay any purchase money received from the Purchaser with respect
to the B Ordinary Shares into a separate bank account in the Company’s name and
shall hold such money on trust (but without interest) for the owner of the B
Ordinary Shares until he (if necessary) delivers up his certificate for the
relevant B Ordinary Shares to the Company when he shall thereupon be paid the
purchase money.


 


PRE-EMPTION
TRANSFERS


 


72.           No
member or person entitled by transmission shall transfer or dispose of or agree
to transfer or dispose of or grant any interest or right in any B Ordinary
Share (hereinafter a “transferee”)
without first offering the same for transfer to the A Ordinary
Shareholder.  Such offer may be in
respect of all or part only of the B Ordinary Shares held by the proposing
transferor and shall be made by the proposing transferor by the giving in writing
of a notice to the Company (a “Transfer Notice”).


 


73.           Each
Transfer Notice shall specify the number and class of shares offered (the “Sale Shares”) and (unless the Transfer Notice is deemed
given as provided by these Articles) the price per share at which the Sale
Shares are offered (the “Specified Price”)
and the identity(ies) of the proposed transferee(s) (if any) and it shall


 


17
















 


constitute the directors as the agent of the proposed
transferor for the sale of the Sale Shares to the A Ordinary Shareholder.


 


74.           Upon
receipt by the Company of the Transfer Notice the directors shall forthwith
give written notice to the A Ordinary Shareholder of the number and description
of the Sale Shares and the Specified Price and the identity(ies) of the
proposed transferee(s) (if any) inviting each of such holders to state by
notice in writing to the Company within 60 days whether he is willing to
purchase any of the Sale Shares and, if so, what maximum number of the Sale
Shares (“Maximum”) he is willing to purchase,
and shall also forthwith give a copy of such notice to the proposing
transferor.


 


75.           Within
30 days of the expiration of the said period of 60 days the directors shall
allocate to the A Ordinary Shareholder the Maximum, provided that if the
Maximum stated in all notices served pursuant to Article 74 exceeds the
aggregate number of Sale Shares, the number of shares to be allocated to each A
Ordinary Shareholder shall be scaled down pro rata to the size of the Maximum
set forth in the notice.


 


76.           Forthwith
upon such allocation being made, the A Ordinary Shareholder shall be bound to
pay to the Company (as agent for the proposing transferor) the total sale
proceeds for the transfer of the number of shares allocated to the A Ordinary
Shareholder pursuant to Article 75 at the price per share equal to the
Specified Price (the “Proceeds”) and
each A Ordinary Shareholder shall accept a transfer of such number of shares
and the proposing transferor shall be bound forthwith upon payment of the
Proceeds to deliver to the Company (as agent for the A Ordinary Shareholder)
such documents as are required to transfer such shares to the A Ordinary
Shareholder.


 


77.           If in
any case the proposing transferor, after having become bound to transfer Sale
Shares as aforesaid makes default in so doing the Company may receive the
Proceeds and the directors may appoint some person to execute instruments of
transfer of such Sale Shares in favour of the A Ordinary Shareholder and shall thereupon,
subject to such transfers being properly stamped, cause the name of the A
Ordinary Shareholder to be entered in the Register of Members as the holder of
those Sale Shares allocated to him as aforesaid and shall hold the Proceeds in
trust for the proposing transferor.  The
issue of a receipt by the Company therefor shall be a good discharge to the A
Ordinary Shareholder and after its name shall have been entered in the Register
of Members in exercise of the aforesaid power the validity of the transactions
shall not be questioned by any person.


 


78.           If, at
the expiration of the period of 30 days referred to in Article 75 above,
any of the Sale Shares have not been allocated in accordance with the
provisions of Article 77, the proposing transferor may at any time within
a period of 60 days after the expiration of the said period of 30 days referred
to in Article 75 above transfer such unallocated Sale Shares to the
proposed transferee(s) (if any) specified in the Transfer Notice, or to any
other person at any price per Share not being less than the Specified Price
provided that the Board may require to be satisfied on reasonable grounds that
such unallocated Sale Shares are being transferred in pursuance of a bona fide
sale for the consideration stated in the transfer without any deduction, rebate
or allowance whatsoever to the transferee and if not so satisfied may refuse to
register the instrument of transfer.


 


18
















 


TRANSMISSION
OF SHARES


 


79.           If a
member dies the survivor or survivors where he was a joint holder, and his
personal representatives where he was a sole holder or the only survivor of
joint holders, shall be the only persons recognised by the Company as having
any title to his interest; but nothing herein contained shall release the
estate of a deceased member from any liability in respect of any share which
had been jointly held by him.


 


80.           A
person becoming entitled to a share in consequence of the death or bankruptcy
of a member may, upon such evidence being produced as the directors may
properly require, elect either to become the holder of the share or to have
some person nominated by him registered as the transferee.  If the person so becoming entitled shall
elect to become registered as the holder he shall give notice to the Company to
that effect.  If he elects to have
another person registered he shall execute an instrument of transfer of the
share to that person.  All the Articles
relating to the transfer of shares shall apply to the notice or instrument of
transfer as if it were an instrument of transfer executed by the member and the
death or bankruptcy of the member had not occurred.  The provisions of this Article shall
apply to any person becoming entitled to a share in consequence of the merger
or consolidation of any member being a corporation as they apply to any person
becoming entitled to a share in consequence of the death or bankruptcy of a
member.


 


81.           A
person becoming entitled to a share in consequence of the death or bankruptcy
of a member shall have the rights to which he would be entitled if he were the
holder of the share, except that he shall not, before being registered as the
holder of the share, be entitled in respect of it to attend or vote at any
meeting of the Company or at any separate meeting of the holders of any class
of shares in the Company.  


 


ALTERATION
OF SHARE CAPITAL


 


82.           The
Company may by ordinary resolution:


 


82.1         increase
its share capital by new shares of such amount as the resolution prescribes;


 


82.2         consolidate
and divide all or any of its share capital into shares of larger amount than
its existing shares;


 


82.3         subject
to the provisions of the Act, sub-divide its shares, or any of them, into
shares of smaller amount and the resolution may determine that, as between the
shares resulting from the sub-division, any of them may have any preference or
advantage as compared with the others; and


 


82.4         cancel
shares which, at the date of the passing of the resolution, have not been taken
or agreed to be taken by any person and diminish the amount of its share
capital by the amount of the shares so cancelled.


 


83.           Whenever
as a result of a consolidation of shares any members would become entitled to
fractions of a share, the directors may, on behalf of those members, sell the
shares representing the fractions for the best price reasonably obtainable to
any person (including, subject to the provisions of the Act, the Company) and
distribute the net proceeds of sale in due proportion among those members, and
the directors may


 


19
















 


authorise some person to execute an instrument of
transfer of the shares to, or in accordance with the directions of, the
purchaser.  The transferee shall not be
bound to see to the application of the purchase money nor shall his title to
the shares be affected by any irregularity in or invalidity of the proceedings
in reference to the sale.


 


84.           Subject
to the provisions of the Act, the Company may by special resolution reduce its
share capital, any capital redemption reserve and any share premium account in
any way.


 


PURCHASE
OF OWN SHARES


 


85.           Subject
to the provisions of the Act, the Company may purchase its own shares
(including any redeemable shares) and, if it is a private company, make a
payment in respect of the redemption or purchase of its own shares otherwise
than out of distributable profits of the Company or the proceeds of a fresh
issue of shares.


 


GENERAL
MEETINGS


 


86.           All
general meetings other than annual general meetings shall be called
extraordinary general meetings.


 


87.           The
directors may call general meetings and, on the requisition of members pursuant
to the provisions of the Act, shall forthwith proceed to convene an
extraordinary general meeting for a date not later than eight weeks after
receipt of a requisition.  If there are
not within the United Kingdom sufficient directors to call a general meeting,
any director or any member of the Company may call a general meeting.


 


NOTICE
OF GENERAL MEETINGS


 


88.           An
annual general meeting and an extraordinary general meeting called for the
passing of a special resolution shall be called by at least twenty-one clear
days’ notice.  All other extraordinary
general meetings shall be called by at least fourteen clear days’ notice but a
general meeting may be called by shorter notice if it is so agreed:


 


88.1         in the
case of an annual general meeting, by all the members entitled to attend and
vote thereat; and


 


88.2         in the
case of any other meeting, by a majority in number of the members having a
right to attend and vote being a majority together holding not less than
ninety-five per cent in nominal value of the shares giving that right or such
other majority as has been decided on by elective resolution of the members
under the Act.


 


89.           The
notice shall specify the time and place of the meeting and the general nature
of the business to be transacted and, in the case of an annual general meeting,
shall specify the meeting as such.


 


90.           Subject
to the provisions of these Articles and to any restrictions imposed on any
shares, the notice shall be given to all members to all persons entitled to a
share in consequence of the death or bankruptcy of a member and to the
auditors.


 


20
















 


91.           The
accidental omission to give notice of a meeting to, or the non-receipt of
notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.


 


92.           Where
for any purpose an ordinary resolution of the Company is required, a special or
extraordinary resolution shall also be effective.  Where for any purpose an extraordinary
resolution is required, a special resolution shall also be effective.


 


PROCEEDINGS
AT GENERAL MEETINGS


 


93.           No
business shall be transacted at any meeting unless a quorum is present.  Two persons entitled to vote upon the
business to be transacted, each being a member or a proxy for a member or a
duly authorised representative of a corporation, shall be a quorum.  


 


94.           If
such a quorum is not present within half an hour from the time appointed for
the meeting, or if during the meeting such a quorum ceases to be present, the
meeting shall stand adjourned to the same day in the next week at the same time
and place or to such time and place as the directors may determine.


 


95.           The
chairman, if any, of the board of directors or in his absence some other
director nominated by the directors shall preside as chairman of the meeting,
but if neither the chairman nor such other director (if any) be present within
fifteen minutes after the time appointed for holding the meeting and willing to
act, the directors present shall elect one of their number to be chairman and,
if there is only one director present and willing to act, he shall be chairman.


 


96.           If no
director is willing to act as chairman, or if no director is present within
fifteen minutes after the time appointed for holding the meeting, the members
present and entitled to vote shall choose one of their number to be chairman.


 


97.           A
director shall, notwithstanding that he is not a member, be entitled to attend
and speak at any general meeting and at any separate meeting of the holders of
any class of shares in the Company.


 


98.           The
chairman may, with the consent of a meeting at which a quorum is present (and
shall if so directed by the meeting), adjourn the meeting from time to time and
from place to place, but no business shall be transacted at an adjourned
meeting other than business which might properly have been transacted at the
meeting had the adjournment not taken place. 
Where a meeting is adjourned for fourteen days or more, at least seven
clear days’ notice shall be given specifying the time and place of the
adjourned meeting and the general nature of the business to be transacted.  Otherwise it shall not be necessary to give
any such notice.


 


99.           A
resolution put to the vote of a meeting shall be decided on a show of hands
unless before, or on the declaration of the result of, the show of hands a poll
is duly demanded by the chairman or any member present in person or by proxy or
duly authorised representative and entitled to vote.


 


100.         Unless a
poll is duly demanded a declaration by the chairman that a resolution has been
carried or carried unanimously, or by a particular majority, or lost, or not
carried by a


 


21
















 


particular majority and an entry to that effect in the
minutes of the meeting shall be conclusive evidence of the fact without proof
of the number or proportion of the votes recorded in favour of or against the
resolution.


 


101.         The
demand for a poll may, before the poll is taken, be withdrawn but only with the
consent of the chairman and a demand so withdrawn shall not be taken to have
invalidated the result of a show of hands declared before the demand was made.


 


102.         A poll
shall be taken as the chairman directs and he may appoint scrutineers (who need
not be members) and fix a time and place for declaring the result of the
poll.  The result of the poll shall be
deemed to be the resolution of the meeting at which the poll was demanded.


 


103.         In the
case of an equality of votes, whether on a show of hands or on a poll, the
chairman shall be entitled to a casting vote in addition to any other vote he
may have.


 


104.         A poll
demanded on the election of a chairman or on a question of adjournment shall be
taken forthwith.  A poll demanded on any
other question shall be taken either forthwith or at such time and place as the
chairman directs not being more than thirty days after the poll is
demanded.  The demand for a poll shall
not prevent the continuance of a meeting for the transaction of any business
other than the question on which the poll was demanded.  If a poll is demanded before the declaration
of the result of a show of hands and the demand is duly withdrawn, the meeting
shall continue as if the demand had not been made.


 


105.         No
notice need be given of a poll not taken forthwith if the time and place at
which it is to be taken are announced at the meeting at which it is demanded.  In any other case at least seven clear days’
notice shall be given specifying the time and place at which the poll is to be
taken.


 


106.         A
resolution in writing executed by or on behalf of each member who would have
been entitled to vote upon it if it had been proposed at a general meeting at
which he was present shall be as effectual as if it had been passed at a
general meeting duly convened and held and may consist of several instruments
in the like form each executed by or on behalf of one or more members.


 


VOTES
OF MEMBERS


 


107.         Subject
to any rights or restrictions attached to any shares, on a show of hands every
member who (being an individual) is present in person or (being a corporation)
is present by a duly authorised representative, not being himself a member
entitled to vote, shall have one vote and on a poll every member shall have one
vote for every share of which he is the holder.


 


108.         In the
case of joint holders the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holders; and seniority shall be determined by the order in which
the names of the holders stand in the register of members.


 


22
















 


109.         A member
in respect of whom an order has been made by any court having jurisdiction
(whether in the United Kingdom or elsewhere) in matters concerning mental
disorder may vote, whether on a show of hands or on a poll, by his receiver,
curator bonis or other person authorised in that behalf appointed by that
court, and any such receiver, curator bonis or other person may, on a poll,
vote by proxy.  Evidence to the
satisfaction of the directors of the authority of the person claiming to
exercise the right to vote shall be deposited at the Office, or at such other
place as is specified in accordance with the Articles for the deposit of
instruments of proxy, not less than 48 hours before the time appointed for
holding the meeting or adjourned meeting at which the right to vote is to be
exercised and in default the right to vote shall not be exercisable.


 


110.         No
member shall vote at any general meeting or at any separate meeting of the
holders of any class of shares in the Company, either in person or by proxy, in
respect of any share held by him unless all moneys presently payable by him in
respect of that share have been paid.


 


111.         No
objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is tendered, and
every vote not disallowed at the meeting shall be valid.  Any objection made in due time shall be
referred to the chairman whose decision shall be final and conclusive.


 


112.         On a
poll votes may be given either personally or by proxy.  A member may appoint more than one proxy to
attend on the same occasion.  A member
entitled to more than one vote need not, if he votes, use all his votes or cast
all the votes he uses the same way.


 


113.         The
appointment of a proxy shall be executed by or on behalf of the appointor and
shall be in any form which is usual or which the directors may approve.


 


114.         The
appointment of a proxy shall be deemed to include the right to demand, or join
in demanding, a poll.  The appointment of
a proxy shall also be deemed to confer authority to vote on any amendment of a
resolution put to the meeting for which it is given as the proxy thinks
fit.  The appointment of a proxy shall,
unless it provides to the contrary, be valid for any adjournment of the meeting
as well as for the meeting to which it relates.  Deposit of an appointment of a
proxy shall not preclude a member from attending and voting at the meeting or
at any adjournment thereof.


 


115.         The
appointment of a proxy and any authority under which it is executed or a copy
of such authority certified notarially or in some other way approved by the
directors may:


 


115.1       in the
case of an instrument in writing, be deposited at the Office or at such other
place within the United Kingdom as is specified in the notice convening the
meeting or in any instrument of proxy sent out by the Company in relation to
the meeting not less than 48 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote;
or


 


115.2       in the case of an appointment contained in an
electronic communication, where an address has been specified for the purpose
of receiving electronic communications:


 


115.2.1                    in the notice convening the meeting, or


 


23
















 


115.2.2                    in any instrument of proxy sent out by the
Company in relation to the meeting, or


 


115.2.3                    in any invitation contained in an electronic
communication to appoint a proxy issued by the Company in relation to the
meeting,


 


be received at such address
not less than 48 hours before the time for holding the meeting or adjourned
meeting at which the person named in the appointment proposes to vote;


 


115.3       in the
case of a poll taken more than 48 hours after it is demanded, be deposited or
received as aforesaid after the poll has been demanded and not less than 24
hours before the time appointed for the taking of the poll; or


 


115.4       where the
poll is not taken forthwith but is taken not more than 48 hours after it was
demanded, be delivered at the meeting at which the poll was demanded to the
chairman or to the secretary or to any director;


 


and an appointment of proxy which is not deposited,
delivered or received in a manner so permitted shall be invalid.


 


116.         A vote
given or poll demanded by proxy or by the duly authorised representative of a
corporation shall be valid notwithstanding the previous determination of the
authority of the person voting or demanding a poll unless notice of the
determination was received by the Company at the Office or at such other place
at which the instrument of proxy was duly deposited or, where the appointment
of the proxy was contained in an electronic communication, at the address at
which such appointment was duly received before the commencement of the meeting
or adjourned meeting at which the vote is given or the poll demanded or (in the
case of a poll taken otherwise than on the same day as the meeting or adjourned
meeting) the time appointed for taking the poll.


 


NUMBER
OF DIRECTORS


 


117.         Unless
otherwise determined by ordinary resolution, the number of directors (other
than alternate directors) shall not be subject to any maximum but shall not be
less than two.  A sole director may
exercise all the powers and discretions expressed by the Articles to be vested
in the directors generally.


 


ALTERNATE
DIRECTORS


 


118.         Any
director (other than an alternate director) may appoint any other director, or
any other person approved by resolution of the directors and willing to act, to
be an alternate director and may remove from office an alternate director so
appointed by him.  Any appointment or
removal of an alternate director shall be by notice to the Company signed by
the director making or revoking the appointment or in any other manner approved
by the directors.  The notice may be:


 


118.1       delivered
personally to the secretary or to a director other than the director making or
revoking the appointment; or


 


24
















 


118.2       sent by
post in a prepaid envelope addressed to the Office or to another address
designated by the directors for that purpose or by leaving it at the Office or
such other address; or


 


118.3       sent by
electronic communication to an address designated by the directors for that
purpose.


 


119.         The
appointment or removal of an alternate director shall take effect when the
notice is deemed delivered in accordance with Articles 118 or 121 (as the case
may be) or on such later date (if any) specified in the notice.


 


120.         An
alternate director shall be entitled to receive notice of all meetings of
directors and of all meetings of committees of directors of which his appointor
is a member, to attend and vote at any such meeting at which the director
appointing him is not personally present, and generally to perform all the functions
of his appointor as a director in his absence but shall not be entitled to
receive any remuneration from the Company for his services as an alternate
director.


 


121.         An
alternate director shall cease to be an alternate director:


 


121.1       if his
appointor ceases to be a director; or


 


121.2       if his
appointor revokes his appointment pursuant to Article 128; or


 


121.3       on the
happening of any event which, if he were a director, would cause him to vacate
his office as director; or


 


121.4       if he
resigns his office by notice to the Company.


 


122.         Save as
otherwise provided in the Articles, an alternate director shall be deemed for
all purposes to be a director and shall alone be responsible for his own acts
and defaults and he shall not be deemed to be the agent of the director
appointing him.


 


POWERS
OF DIRECTORS


 


123.         Subject
to the provisions of the Act, the memorandum and the Articles and to any
directions given by special resolution, the business of the Company shall be
managed by the directors who may exercise all the powers of the Company.  No alteration of the memorandum or Articles
and no such direction shall invalidate any prior act of the directors which
would have been valid if that alteration had not been made or that direction
had not been given.  The powers given by
this Article 123  shall not be limited by any special
power given to the directors by the Articles and a meeting of directors at
which a quorum is present may exercise all powers exercisable by the directors.


 


124.         The
directors may, by power of attorney or otherwise, appoint any person to be the
agent of the Company for such purposes and on such conditions as they
determine, including authority for the agent to delegate all or any of his
powers.


 


125.         The
directors may exercise the voting power conferred by the shares in any body
corporate held or owned by the Company in such manner in all respects as they
think


 


25
















 


fit (including without limitation the exercise of that
power in favour of any resolution appointing its members or any of them
directors of such body corporate, or voting or providing for the payment of
remuneration to the directors of such body corporate).


 


DELEGATION
OF DIRECTORS’ POWERS


 


126.         The
directors may delegate any of their powers to any committee consisting of one
or more directors.  The directors may
also delegate to any managing director or any director holding any other
executive office such of their powers as the directors consider desirable to be
exercised by him.  Any such delegation
shall, in the absence of express provision to the contrary in the terms of
delegation, be deemed to include authority to sub-delegate all or any of the
powers delegated to one or more directors (whether or not acting as a
committee) or to any employee or agent of the company.  Any such delegation may be made subject to
such conditions as the directors may specify, and may be revoked or
altered.  Subject to any conditions
imposed by the directors, the proceedings of a committee with two or more
members shall be governed by the Articles regulating the proceedings of
directors so far as they are capable of applying.


 


127.         The
directors may appoint any person to any office or employment having a
designation or title including the word “director” and/or may attach such a
designation or title to any existing office or employment with the Company and
may terminate any such appointment or the use of any such designation or
title.  The inclusion of the word “director”
in the designation or title of any such office or employment shall in no way
imply that the holder is a director of the Company, and the holder shall not
thereby be empowered in any respect to act as, or be deemed to be, a director
of the Company for any of the purposes of the Articles.


 


APPOINTMENT
AND REMOVAL OF DIRECTORS


 


128.         Without
prejudice to the powers of the Company under section 303 of the Act to
remove a director by ordinary resolution, the holder or holders for the time
being of more than one half in nominal value of the shares giving the right to
attend and vote at a general meeting of the Company may at any time and from
time to time appoint any person who is willing to act to be a director, either
to fill a vacancy or as an additional director, and may remove any director
from office.  Any appointment or removal
of a director under this Article 128 shall be by notice to the Company
signed by or on behalf of the appointor or appointors (which may consist of
several documents in the like form each signed by or on behalf of one or more
appointors).  The notice may be:


 


128.1       delivered
personally to the secretary or to a director other than the director being
appointed or removed; or


 


128.2       sent by
post in a prepaid envelope addressed to the Office or to another address
designated by the directors for that purpose or by leaving it at the Office or
such other address; or


 


128.3       sent by
electronic communication to an address designated by the directors for that
purpose.


 


26
















 


The appointment or removal shall take effect when the
notice is deemed delivered in accordance with Article 118 or
Article 121 (as the case may be) or on such later date (if any) specified
in the notice.


 


129.         The
directors shall also have the power to appoint any person who is willing to act
to be a director, either to fill a vacancy or as an addition to the existing
directors, subject to any maximum for the time being in force.


 


DISQUALIFICATION
OF DIRECTORS


 


130.         The
office of a director shall be vacated if:


 


130.1       he ceases
to be a director by virtue of any provision of the Act or he becomes prohibited
by law from being a director; or


 


130.2       he becomes
bankrupt or makes any arrangement or composition with his creditors generally;
or


 


130.3       he is, or
may be, suffering from mental disorder and either:


 


130.3.1                    he is admitted to hospital in pursuance of an application for
admission for treatment under the Mental Health Act 1983, or in Scotland, an
application for admission under the Mental Health (Scotland) Act 1984; or


 


130.3.2                    an order is made by a court having jurisdiction (whether in the
United Kingdom or elsewhere) in matters concerning mental disorder for his
detention or for the appointment of a receiver, curator bonis or other person
to exercise powers with respect to his property or affairs;


 


130.4       he resigns
his office by notice to the Company; or


 


130.5       he shall
for more than six consecutive months have been absent without permission of the
directors from meetings of the directors held during that period and the
directors resolve that his office be vacated; or


 


130.6       he is
convicted of a criminal offence involving fraud or dishonesty and the directors
resolve that he shall for that reason cease to be a director; or


 


130.7       he is
removed as a director in accordance with the provisions of Article 128; or


 


130.8       he is
requested to resign in writing by all of the other directors.  In calculating the number of directors who
are required to make such a request to the director:


 


130.8.1                    an alternate director appointed by him acting in his capacity as
such shall be excluded; and


 


130.8.2                    a director and any alternate director appointed by him and acting in
his capacity as such shall constitute a single director for this purpose, so
that the signature of either shall be sufficient.


 


27
















 


REMUNERATION
OF DIRECTORS


 


131.         The
directors shall be entitled to such remuneration as the Company may by ordinary
resolution determine and, unless the resolution provides otherwise, the remuneration
shall be deemed to accrue from day to day.


 


DIRECTORS’
EXPENSES


 


132.         The
directors may be paid all travelling, hotel, and other expenses properly
incurred by them in connection with their attendance at meetings of directors
or committees of directors or general meetings or separate meetings of the
holders of any class of shares or of debentures of the Company or otherwise in
connection with the discharge of their duties.


 


DIRECTORS’
APPOINTMENTS AND INTERESTS


 


133.         Subject
to the provisions of the Act the directors may appoint one or more of their
number to the office of managing director or to any other executive office
under the Company and may enter into an agreement or arrangement with any
director for his employment by the Company or for the provision by him of any
services outside the scope of the ordinary duties of a director.  Any such appointment, agreement or
arrangement may be made upon such terms as the directors determine and they may
remunerate any such director for his services as they think fit.  Any appointment of a director to an executive
office shall terminate if he ceases to be a director but without prejudice to
any claim to damages for breach of the contract of service between the director
and the Company.


 


134.         Subject
to the provisions of the Act, and provided that he has disclosed to the
directors the nature and extent of any material interest of his a director
notwithstanding his office:


 


134.1       may be a
party to, or otherwise interested in, any transaction or arrangement with the
Company or in which the Company is otherwise interested;


 


134.2       may be a
director or other officer of, or employed by, or a party to any transaction or
arrangement with, or otherwise interested in, any body corporate promoted by
the Company or in which the Company is otherwise interested; and


 


134.3       shall not,
by reason of his office, be accountable to the Company for any benefit which he
derives from any such office or employment or from any such transaction or
arrangement or from any interest in any such body corporate and no such
transaction or arrangement shall be liable to be avoided on the ground of any
such interest or benefit.


 


135.         For the
purposes of Article 134:


 


135.1       a general
notice given to the directors that a director is to be regarded as having an
interest of the nature and extent specified in the notice in any transaction or
arrangement in which a specified person or class of persons is interested shall
be deemed to be a disclosure that the director has an interest in any such transaction
of the nature and extent so specified; and


 


28
















 


135.2       an
interest of which a director has no knowledge and of which it is unreasonable
to expect him to have knowledge shall not be treated as an interest of his.


 


DIRECTORS’ BENEFITS, PENSIONS AND INSURANCE


 


136.         The
directors may provide benefits, whether by the payment of gratuities or
pensions or by insurance or otherwise, for any director who has held but no
longer holds any executive office or employment with the Company or with any
body corporate which is or has been a subsidiary of the Company or a
predecessor in business of the Company or of any such subsidiary, and for any
member of his family (including a spouse and a former spouse) or any person who
is or was dependent on him, and may (as well before as after he ceases to hold
such office or employment) contribute to any fund and pay premiums for the
purchase or provision of any such benefit.


 


137.         Without
prejudice to the provisions of Article 171, the directors may exercise all
the powers of the Company to purchase and maintain insurance for or for the
benefit of any person who is or was:


 


137.1       a
director, other officer, employee or auditor of the Company, or any body which
is or was the holding company or subsidiary undertaking of the Company, or in
which the Company or such holding company or subsidiary undertaking has or had
any interest (whether direct or indirect) or with which the Company or such
holding company or subsidiary undertaking is or was in any way allied or
associated; or


 


137.2       a trustee
of any pension fund in which employees of the company or any other body
referred to in Article 137
is or has been interested,


 


including without limitation insurance against any
liability incurred by such person in respect of any act or omission in the
actual or purported execution or discharge of his duties or in the exercise or
purported exercise of his powers or otherwise in relation to his duties, powers
or offices in relation to the relevant body or fund.


 


138.         Without prejudice to the
generality of Article 136, no director or former
director shall be accountable to the Company or the members for any benefit
provided pursuant to Articles 136 or 137. 
The receipt of any such benefit shall not disqualify any person from
being or becoming a director of the
Company.


 


139.         Pursuant
to section 719 of the Act, the directors are hereby authorised to make
such provision as may seem appropriate for the benefit of any persons employed
or formerly employed by the Company or any of its subsidiary undertakings in
connection with the cessation or the transfer of the whole or part of the
undertaking of the Company or any subsidiary undertaking.  Any such provision shall be made by a
resolution of the directors in accordance with section 719.


 


PROCEEDINGS
OF DIRECTORS


 


140.         Subject
to the provisions of the Articles, the directors may regulate their proceedings
as they think fit.  A director may, and
the secretary at the request of a director shall, call a meeting of the
directors.  Notice of a meeting of the
directors shall be deemed to


 


29
















 


be properly given to a director if it is given to him
personally or by word of mouth or sent in writing or by electronic communication
to him at his last known address or any other address given by him to the
Company for this purpose.  A director
absent or intending to be absent from the United Kingdom may request that
notices of directors’ meetings shall during his absence be sent in writing or
by electronic communication to him at an address given by him to the Company
for this purpose, but such notices need not be given any earlier than notices
given to directors not so absent and, if no such request is made to the directors,
any director may waive notice of a meeting and any such waiver may be
retrospective.


 


141.         Questions
arising at a meeting shall be decided by a majority of votes.  In the case of an equality of votes, the
chairman shall be entitled to a casting vote in addition to any other vote he
may have.  A director who is also an
alternate director shall be entitled in the absence of his appointor to a
separate vote on behalf of his appointor in addition to his own vote.


 


142.         The
quorum for the transaction of the business of the directors may be fixed by the
directors and unless so fixed at any other number shall be two, except when
there is only one director.  If there is
only one director, he may exercise all the powers and discretions conferred on
directors by the Articles.  A person who
holds office only as an alternate director shall, if his appointor is not
present, be counted in the quorum.


 


143.         The
directors may appoint one of their number to be the chairman of the board of
directors and may at any time remove him from that office.  Unless he is unwilling to do so, the director
so appointed shall preside at every meeting of directors at which he is
present.  But if there is no director
holding that office, or if the director holding it is unwilling to preside or
is not present within five minutes after the time appointed for the meeting,
the directors present may appoint one of their number to be chairman of the
meeting.


 


144.         All acts
done by a meeting of directors, or of a committee of directors, or by a person
acting as a director shall, notwithstanding that it be afterwards discovered
that there was a defect in the appointment of any director or that any of them
were disqualified from holding office, or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly appointed
and was qualified and had continued to be a director and had been entitled to
vote.


 


145.         A
resolution in writing signed by all the directors entitled to receive notice of
a meeting of directors or of a committee of directors shall be as valid and
effectual as if it had been passed at a meeting of directors or (as the case
may be) a committee of directors duly convened and held and may consist of
several documents in the like form each signed by one or more directors; but a
resolution signed by an alternate director need not also be signed by his
appointor and, if it is signed by a director who has appointed an alternate
director, it need not be signed by the alternate director in that capacity.


 


146.         The
contemporaneous connection of a number of the directors not less than the
quorum, regardless of physical location, by any means of electronic
communication, shall be deemed to constitute a properly held meeting of the
directors so long as the following conditions are met:


 


30
















 


146.1       throughout
the meeting each of the directors taking part must be able to:


 


146.1.1                    hear each of the other directors taking part; and


 


146.1.2                    subject as mentioned below, send and receive communications
simultaneously to and from all of the other directors taking part;


 


146.2       at the
beginning and at the conclusion of the meeting the chairman shall ask all of
those who have been a party to the proceedings to acknowledge their presence
and to confirm that they have attended throughout the meeting.  Such a meeting shall be deemed to take place
where it is convened to be held or (if no director is present in that place)
where the largest group of those participating is assembled, or, if there is no
such group, where the chairman of the meeting is.  The word “meeting” in the Articles shall be
construed accordingly.


 


The meeting shall have been validly conducted
notwithstanding that a director may have been accidentally disconnected during
the meeting, so long as a quorum of directors were connected at all times.  A minute of the proceedings shall be
sufficient evidence of the observance of the necessary formalities if certified
by a director who was party to them.


 


147.         Subject
to such disclosure as is required by the Act and the Articles, a director shall
be entitled to vote at any meeting of directors or of a committee of directors
on, and be counted in the quorum present at a meeting in relation to, any
resolution concerning a matter in which he has, directly or indirectly, an
interest or duty which is material and which conflicts or may conflict with the
interests of the Company.


 


SECRETARY


 


148.         Subject
to the provisions of the Act, the secretary shall be appointed by the holder or
holders for the time being of more than one half in nominal value of the shares
giving the right to attend and vote at a general meeting of the Company or the
directors for such term, at such remuneration and upon such conditions as they
may think fit and any secretary so appointed may be removed by such
appointor(s).  Any appointment or removal
of a secretary under this Article 148 shall be by notice to the Company
signed by or on behalf of the appointor or appointors (which may consist of
several documents in the like form each signed by or on behalf of one or more
appointors).


 


149.         Two or
more joint secretaries, each of whom shall have full authority to act alone and
independently of each other, may be appointed pursuant to the provisions of
Article 148.


 


MINUTES


 


150.         The
directors shall cause minutes to be made in books kept for the purpose:


 


150.1       of all
appointments of officers made by the directors; and


 


150.2       of all
proceedings at meetings of the Company, of the holders of any class of shares
in the Company, and of the directors, and of committees of directors, including
the names of the directors present at each such meeting.


 


31
















 


THE
SEAL, EXECUTION OF DEEDS


 


151.         If the
Company has a Seal, it shall only be used by the authority of a resolution of
the directors, or a committee of directors authorised by the directors.  The directors (or the committee of directors,
as the case may be) shall determine who may sign any instrument to which the
Seal is affixed and unless otherwise so determined it shall be signed by a
director and by the secretary or by at least two directors.  Any document may be executed under the Seal
by impressing the Seal by mechanical means or by printing the Seal or a
facsimile of it on the document or by applying the Seal or a facsimile of it by
any other means to the document.


 


152.         A
document signed, with the authority of a resolution of the directors, by a
director and the secretary or by two directors and expressed (in whatever form
of words) to be executed by the Company has the same effect as if executed
under the Seal.  For the purpose of the
preceding sentence only, “secretary” shall have the same meaning as in the Act
and not the meaning given to it by Article 2.


 


153.         The
Company may exercise the powers conferred by section 39 of the Act with
regard to having an official seal for use abroad.


 


RECORD DATES


 


154.         Notwithstanding
any other provision of the Articles, the Company or the directors may fix any
date as the record date for any dividend, distribution, allotment or issue,
which may be on or at any time before or after any date on which the dividend,
distribution, allotment or issue is declared, paid or made.


 


DIVIDENDS


 


155.         Subject
to the provisions of the Act, the Company may by ordinary resolution declare
dividends in accordance with the respective rights of the members, but no
dividend shall exceed the amount recommended by the directors.


 


156.         Subject
to the provisions of the Act the directors may pay interim dividends in
accordance with the respective rights of the members if it appears to them that
they are justified by the profits of the Company available for
distribution.  Such interim dividends may
be paid in cash or wholly or partly by the distribution of assets.  If the share capital is divided into
different classes, the directors may pay interim dividends on shares which
confer deferred or non-preferred rights with regard to dividend as well as on
shares which confer preferential rights with regard to dividend, but no interim
dividend shall be paid on shares carrying deferred or non-preferred rights if,
at the time of payment, any preferential dividend is in arrear.  The directors may also pay at intervals
settled by them any dividend payable at a fixed rate if it appears to them that
the profits available for distribution justify the payment.  Provided the directors act in good faith they
shall 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 any shares having deferred or non-preferred rights.


 


32
















 


157.         Except
as otherwise provided by the rights attached to shares, all dividends shall be
declared and paid according to the amounts paid up on the shares on which the
dividend is paid.  All dividends shall be
apportioned and paid proportionately to the amounts paid up on the shares
during any portion or portions of the period in respect of which the dividend
is paid; but, if any share is issued on terms providing that it shall rank for
dividend as from a particular date, that share shall rank for dividend
accordingly.


 


158.         A
general meeting declaring a dividend may, upon the recommendation of the
directors, direct that it shall be satisfied wholly or partly by the
distribution of assets.


 


159.         Where
any difficulty arises in regard to the distribution of assets pursuant to the
payment or declaration of any dividend, the directors may settle the same and
in particular may issue fractional certificates and fix the value for
distribution of any assets and may determine that cash shall be paid to any
member upon the footing of the value so fixed in order to adjust the rights of
members and may vest any assets in trustees.


 


160.         Any
dividend or other moneys payable in respect of a share may be paid by cheque
sent by post to the registered address of the person entitled or, if two or
more persons are the holders of the share or are jointly entitled to it by
reason of the death or bankruptcy of the holder, to the registered address of
that one of those persons who is first named in the register of members or to
such person and to such address as the person or persons entitled may in
writing direct.  Every cheque shall be
made payable to the order of the person or persons entitled or to such other
person as the person or persons entitled may in writing direct and payment of
the cheque shall be a good discharge to the Company.  Any joint holder or other person jointly
entitled to a share as aforesaid may give receipts for any dividend or other
moneys payable in respect of the share.


 


161.         No
dividend or other moneys payable in respect of a share shall bear interest
against the Company unless otherwise provided by the rights attached to the
share.


 


162.         Any
dividend which has remained unclaimed for twelve years from the date when it
became due for payment shall, if the directors so resolve, be forfeited and
cease to remain owing by the Company.


 


ACCOUNTS


 


163.         No
member shall (as such) have any right of inspecting any accounting records or
other book or document of the Company except as conferred by statute or
authorised by the directors or by ordinary resolution of the Company.


 


CAPITALISATION
OF PROFITS


 


164.         The
directors may with the authority of an ordinary resolution of the Company:


 


164.1       subject as
hereinafter provided, resolve to capitalise any undivided profits of the
Company not required for paying any preferential dividend (whether or not they
are available for distribution) or any sum standing to the credit of the
Company’s share premium account or capital redemption reserve;


 


33
















 


164.2       appropriate
the sum resolved to be capitalised to the members who would have been entitled
to it if it were distributed by way of dividend and in the same proportions and
apply such sum on their behalf either in or towards paying up the amounts, if
any, for the time being unpaid on any shares held by them respectively, or in
paying up in full unissued shares or debentures of the Company of a nominal
amount equal to that sum, and allot the shares or debentures credited as fully
paid to those members, or as they may direct, in those proportions, or partly
in one way and partly in the other; but the share premium account, the capital
redemption reserve, and any profits which are not available for distribution
may, for the purposes of this Article 164.2, only be applied in paying up
unissued shares to be allotted to members credited as fully paid;


 


164.3       make such
provision by the issue of fractional certificates or by payment in cash or
otherwise as they determine in the case of shares or debentures becoming
distributable under this Article 164  in
fractions; and


 


164.4       authorise
any person to enter on behalf of all the members concerned into an agreement
with the Company providing for the allotment to them respectively, credited as
fully paid, of any shares or debentures to which they are entitled upon such
capitalisation, any agreement made under such authority being binding on all
such members.


 


NOTICES


 


165.         Any notice to be given to or by any person pursuant to the Articles
(other than a notice calling a meeting of the directors or a committee of the
directors) shall be in writing or shall
be given using electronic communications to an address for the time being
notified for that purpose to the person giving the notice.  The
Company may give any notice to a member:


 


165.1       personally; or


 


165.2       by sending it by post in a prepaid envelope addressed to the member
at his registered address or by leaving it at that address; or


 


165.3       by giving it using an electronic communication to an address for the
time being notified to the company by the member.


 


In the case of joint holders of a share, all notices
shall be given to the joint holder whose name stands first in the register of
members in respect of the joint holding and notice so given shall be sufficient
notice to all the joint holders.


 


166.         A member
present, either in person or by proxy, at any meeting of the Company or of the
holders of any class of shares in the Company shall be deemed to have received
notice of the meeting and, where requisite, of the purposes for which it was
called.


 


167.         Every
person who becomes entitled to a share shall be bound by any notice in respect
of that share which, before his name is entered in the register of members, has
been duly given to a person from whom he derives his title.


 


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168.         Proof
that an envelope containing a notice was properly addressed, prepaid and posted
shall be conclusive evidence that the notice was given.  Proof that a notice contained in an
electronic communication was sent in accordance with guidance issued by the
Institute of Chartered Secretaries and Administrators shall be conclusive
evidence that the notice was given.  A
notice shall be deemed to be given at the expiration of 48 hours after the
envelope containing it was posted or, in the case of a notice contained in an
electronic communication, at the expiration of 48 hours after the time it was
sent.


 


169.         A notice
may be given by the company to the persons entitled to a share in consequence
of the death or bankruptcy of a member by sending or delivering it, in any
manner authorised by the Articles for the giving of notice to a member,
addressed to them by name, or by the title of representatives of the deceased,
or trustee of the bankrupt or by any like description at the address, if any,
within the United Kingdom supplied for that purpose by the persons claiming to
be so entitled. Until such an address has been supplied, a notice may be given
in any manner in which it might have been given if the death or bankruptcy had
not occurred.


 


WINDING
UP


 


170.         If the
Company is wound up, the liquidator may, with the sanction of an extraordinary
resolution of the Company and any other sanction required by the Act, divide
among the members in specie the whole or any part of the assets of the Company
and may, for that purpose, value any assets and determine how the division
shall be carried out as between the members or different classes of members.
The liquidator may, with the like sanction, vest the whole or any part of the
assets in trustees upon such trusts for the benefit of the members as he with
the like sanction determines, but no member shall be compelled to accept any
assets upon which there is a liability.


 


INDEMNITY


 


171.         Subject
to the provisions of the Act but without prejudice to any indemnity to which a
director may otherwise be entitled, every director or other officer or auditor
of the Company shall be indemnified out of the assets of the Company against
any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favour or in which he is acquitted
or in connection with any application in which relief is granted to him by the
court from liability for negligence, default, breach of duty or breach of trust
in relation to the affairs of the Company.


 


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