TELEPHONES: CITY 5971 (6 LINES)

25 June

1939

Messrs Wishart Books Ltd.

In 4% with The Paper Trade Protection Association
BRANCH OF
THE BRITISH MERCANTILE AGENCY LTD

ESTABLISHED 1855.

90. Queen Street, Cheapside, London, E.C.4.

DIRECTOR: A. GRANVILLE WHITE.

THE ACCOUNTS ARE MADE UP TO THE 25TH OF EACH MONTH AND PAYABLE ON THE FIRST FRIDAY OF THE FOLLOWING MONTH

<table><tr><td>1939</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>may 26</td><td>To 4% rendered</td><td>11</td><td>-</td><td></td><td></td><td></td></tr></table>

MARTIN LAWRENCE & WISHART LIMITED

If and when Directors decide to issue Preference Shares a Resolution would be passed, as follows :-

To issue Preference Shares entitling the holders to a non-cumulative preferential dividend on the amounts paid or credited as paid up on the Preference Shares held by them respectively at the rate of £5 per cent per annum, and on a return of assets of the Company on winding up or otherwise to have the assets of the Company available for distribution amongst the Members applied in the first place in paying to them the amounts paid or credited as paid up on the Preference Shares held by them respectively together with a sum equal to any Dividend or part thereof declared but not paid but the holders of the Preference Shares shall not be entitled in respect thereof to any further or other participation in the profits or assets of the Company. The Preference Shares shall not confer upon the holders the right to have notice of or attend or vote at any General Meetings (other than a separate Meeting of the holders of the Preference Shares) unless the Meeting is convened to consider a Resolution to wind up the company or to sanction a sale of the undertaking or to reduce the capital of a Resolution directly affecting the rights and privileges of the holders of the Preference Shares. Provided that neither a Resolution increasing the capital of the Company, nor a Resolution sanctioning the capitalisation of profits or the distribution of the reserve or any part thereof by way of bonus or dividend amongst the holders of the Ordinary Shares shall be deemed directly to affect such rights.

A memorandum embodying the provisions of this Resolution shall be placed on the certificates of such Preference Shares.

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photographic printers, colour, process and half-tone
engravers, type founders, stereotypers, electrotypers,
photo-lithographers, chromo-lithographers, engravers,
die-sinkers, printers' roller and composition manu-
facturers, bookbinders, booksellers, printers' and other
ink manufacturers, and printers' engineers; manu-
facturers of and dealers in any other articles and things
of a character similar or analogous to the foregoing or
any of them or connected therewith.

(B) To acquire by purchase and take over as a going concern any business whose objects come within the scope of the objects of this Company, to take over the goodwill, trade marks, stock-in-trade, machinery, plant, utensils, tools, fixtures, fittings, goods manufactured and in the course of manufacture, raw and other materials, patents, patent rights, copyrights, contracts, book and other debts, and generally all or any of the assets or liabilities of any business to be acquired.

(c) With a view to such sale and purchase to enter into and carry into effect any agreement which the Company may decide to enter into.

(D) To acquire and undertake the whole or any part of the business, assets and goodwill of any person or firm or company carrying on any of the businesses which this Company is authorised to carry on, or which can be carried on so as directly or indirectly to benefit this Company.

(E) To purchase or otherwise acquire the goodwill and copy-
right of any publications or newspapers, and to conduct,
publish and carry on the same with or separately from
that of any other publication of the Company.

(F) To purchase or by any other means acquire, protect and renew in the United Kingdom or elsewhere, any patents or patent rights or other similar monopolies or privileges, and any licences or authorities, concessions, trade marks, trade names or copyrights which may appear likely to be advantageous to the Company, and to use, turn to account, and to manufacture under or grant licences and privileges in respect of the same, and to expend money

in experimenting upon and testing, and in improving or
seeking to improve any patents, inventions or rights
which the Company may acquire or propose to acquire.

(g) To purchase, take on lease, or otherwise acquire, either absolutely or for any limited interest, any real or personal property wherever situate, and to purchase, make, construct, erect, alter, enlarge, pull down, remove, replace or adapt buildings and other works, plant, machinery, engines and fittings of every kind in connection with the business of the Company.

(h) To enter into contracts with or to employ authors, translators, writers, correspondents, journalists, reporters, artists, composers, proprietors of copyrights, news agencies, newspaper proprietors or companies for the supply of news or matter for publication in the newspapers or other publications of the Company.

(i) To establish competitions in respect of contributions or information suitable for insertion in any publication of the Company, or otherwise, for any of the purposes of the Company, and to offer and grant prizes, awards and premiums of such character and on such terms as may seem expedient.

(j) To carry on any other business (whether manufacturing or otherwise) which may seem to the Company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render more profitable any of the Company's property or business, or assist or conduce to the economical or profitable carrying on of such business.

(k) To utilise, develop, carry on, manage, control, turn to account any business, property or rights of the Company, whether by employing the same in any other business of the Company, or by working, using, carrying on, and turning to account the same as a separate undertaking.

(L) To become sureties and to give any guarantee or indemnity as may seem expedient.

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(M) To raise or borrow money in such manner as the Company may think fit, and in particular by the issue of debenture stock or debentures, and to secure the repayment of any money raised, borrowed or owing by lien, mortgage or charge upon any part of the whole of the Company's property or assets, present or future, and also by a similar lien, mortgage or charge to guarantee and secure the performance by the Company of any liability or obligation it may undertake.

(N) To make, accept, draw, issue, endorse, discount, buy, sell and deal in promissory notes, drafts, bills of exchange, bills of lading, warrants and other transferable or negotiable instruments.

(o) To invest, lend and deal with the moneys of the Company not immediately required for the purpose of its business, in such manner and upon such terms as may be thought fit.

(P) To pay any or all expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for selling, placing, underwriting or guaranteeing the subscription of any shares, debentures or debenture stock or securities of the Company, or of any company promoted by this Company.

(Q) To promote and to aid or assist in the promotion of any other company for the purpose of acquiring any or all of the property and undertaking the liabilities of any company, or of undertaking any business or operations which may appear likely to benefit this Company, or to enhance the value of any business or property of this Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire any part or all of the shares or securities of any such company as aforesaid.

(R) To act as brokers or agents and as trustees for any person, firm or company, and to undertake and perform sub-contracts and also to act in any of the businesses of the Company through or by means of brokers, agents, sub-contractors or others.

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(s) To remunerate any person, firm or company rendering services to this Company, whether by cash payment or by the allotment to him or them of shares or securities of the Company credited as paid up in part or in full, or otherwise.

(t) To subscribe to or support any public or charitable object, and any institution, society or club which may be for the benefit of the Company or its employees; to give pensions, gratuities or charitable aid to any person or persons who may have served the Company, or to the wives, children or other relatives of such person or persons; to make payment towards insurance; and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Company.

(v) To enter into partnership or any arrangement for sharing profits with persons, firms or companies carrying on separate businesses of a similar nature.

(y) To dispose of any part or the whole of the property or undertaking of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares (fully or partly paid up), debentures, or securities of any company purchasing the same.

(w) To distribute among the members of the Company in kind any property of the Company, and in particular any shares, debentures or securities of other companies belonging to this Company, or of which this Company may have the power of disposing.

(x) To give the call of shares, and to confer any preferential or special right to the allotment of shares, on such terms and in such manner as may seem expedient.

(y) To enter into any arrangement with any Government or other authority, supreme, municipal, local or otherwise, and to obtain from any such Government or authority all rights, concessions and privileges which may seem conducive to the Company's objects or any of them, or to obtain or to endeavour to obtain any provisional order of the Board of Trade, or any Act or Acts of Parliament for the purposes of the Company or any other company.

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(z) To do all such things as are incidental or conducive to the attainment of the objects of the Company in any part of the world, and either as principals, agents, contractors or otherwise, and either in its own name or through trustees, agents, or otherwise, and either alone or in conjunction with others. The construction of this paragraph shall in no wise be limited by reference to or inference from any other paragraph in this clause.

4. The liability of the members is limited.

5. The share capital of the Company is £5,000, divided into 5,000 shares of £1 each.

6. Any of the said shares, and any new shares from time to time to be created, may from time to time be issued with any such guarantee or any such right of preference, whether in respect of dividend or of repayment of capital, or both, or any such other special privileges over any shares previously issued, or then about to be issued, or at such a premium or with such deferred rights as compared with any shares previously issued, or then about to be issued, and subject to any such conditions or provisions and with such right of voting, or without any such right, and generally on such terms as this Company from time to time determine.

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persons who, having been formerly in the employment
of the Company were, while in such employment, and
continued after the termination of such employment to
be members of the Company, shall not at any time exceed
fifty (joint holders being reckoned as one member) and
the Directors shall refuse to register all transfers which
would make the total number of members (exclusive as
aforesaid) exceed fifty, and

(c) The right to transfer the shares of the Company is
restricted in manner and to the extent hereinafter appearing.

3. The Company shall be entitled to treat the person whose name appears upon the register in respect of any share as the absolute owner thereof, and shall not be under any obligation to recognise any trust or equity, or equitable claim to or partial interest in such share, whether or not it shall have express or other notice thereof.

LIEN.

4. The lien conferred by Table A shall attach to fully-paid shares and to all shares registered in the name of any person under liability or indebted to the Company, whether he shall be the sole registered holder thereof or one of several joint holders.

SHARES.

5. The shares shall be under the control of the Directors who may allot and dispose of or grant options over the same to such persons, on such terms, and in such manner as they think fit.

6. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

7. If by the terms of the issue of any shares or otherwise, any amount is payable in respect of any shares by instalments at fixed times, every such instalment shall be payable as if it were a call duly made by the Directors of which due notice had been given.

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DIRECTORS.

13. Unless and until otherwise determined by the Company in General Meeting, the number of Directors shall not be less than four or more than six.

14. The first Directors of the Company shall be :—

15. The qualification of a Director shall be the holding of at least one Ordinary Share in the Company.

16. A Director may hold any other place or office of profit under the Company, except that of Auditor.

17. The Directors may in their discretion pay such reasonable sums as they think fit in respect of the travelling or other expenses of any Director whilst engaged on the business of the Company, or in attending meetings of Directors or other meetings of the Company, out of the funds of the Company.

18. Two Directors personally present at a meeting of Directors shall be a quorum, and Clause 82 of Table A shall be modified accordingly.

19. A memorandum in writing signed by all the Directors for the time being shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted.

DISQUALIFICATION OF DIRECTORS.

20. A Director may enter into contracts or arrangements or have dealings with the Company, and shall not be disqualified from office thereby, nor shall he be liable to account to the Company for any profit arising out of any such contract, arrangement or dealing to which he is party or in which he is interested by reason of his being at the same

time a Director of the Company, provided that such Director discloses to the Board at or before the time when such contract, arrangement or dealing is determined upon his interest therein, or, if such interest is subsequently acquired, provided that he on the first occasion possible discloses to the Board the fact that he has acquired such interest, and Clause 72 of Table A shall be modified accordingly. But no Director shall vote as a Director in regard to any contract, arrangement or dealing in which he is interested or upon any matter arising thereout, nor shall he be reckoned in estimating a quorum when any such contract, arrangement or dealing is under consideration.

## WINDING UP.

21. If the Company shall be wound up the assets remaining after payment of the debts and liabilities of the Company and the costs of the liquidation shall be applied: First, in repaying to the members the amounts paid up or credited as paid up on the shares held by them respectively; and the balance (if any) shall be distributed among the members in proportion to the number of shares held by them respectively: Provided always that the provisions hereof shall be subject to the rights of the holders of shares (if any) issued upon special conditions.

22. With the sanction of an Extraordinary Resolution of the members any part of the assets of the Company, including any shares or securities in other companies, may be divided between the members of the Company in specie or may be vested in trustees for the benefit of such members, and the liquidation of the Company may be closed and the Company dissolved, but so that no member shall be compelled to accept any shares whereon there is any liability.

23. The first Secretary of the Company shall be D. J.
Parsons, and the Directors may, if necessary, at any time appoint a temporary substitute for the Secretary, who shall, for the purposes of these presents, be deemed the Secretary.