THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF SUSSEX HEIGHTS (BRIGHTON) LIMITED Company Number 2676784
(Adopted by Special Resolution passed on …………â€¢. 2009)

SECTION A

COMPANY OBJECTS OF SUSSEX HEIGHTS (BRIGHTON) LIMITED
1. The Company’s name is “SUSSEX HEIGHTS (BRIGHTON) LIMITED”.
2. The Company’s registered office is to be situated in England and Wales.

3. The Company’s objects are:-

3.1

3.1.1 To manage and administer the leasehold property known as Sussex Heights, St. Margarets Place, Brighton, East Sussex (hereinafter called “the Estate”) and any other land, buildings and real property, either on its own account or as trustee, nominee or agent of any other company or person.
3.1.2 To acquire and deal with and take options over any property, real or personal, including the Estate, and any rights or privileges of any kind over or in respect of any property and to improve, develop, sell’ lease, accept, surrender or dispose of or otherwise deal with all or any part of such property and any and all rights of the Company therein or thereto.
3.1.3 To collect all rents, charges and other income and to pay any rates, taxes, charges, duties, levies assessments or other outgoings of whatsoever nature charged, assessed, or imposed on or in respect of the Estate or any part thereof
3.1.4 To provide services of every description in relation to the Estate and to maintain, repair, renew, redecorate, repaint, clean, construct, alter and add to the Estate and to arrange for the supply to it of services and amenities and the maintenance of the same and the cultivation, maintenance, landscaping and planting of any land, gardens and grounds compromised in the Estate and to enter into contracts with builders, tenants, contractors and others and to employ appropriate staff and managing or other agents whatsoever in relation thereto.
3.1.5 To insure the Estate or any other property of the Company or in which it has an interest against damage or destruction and such other risks as may be considered necessary, appropriate or desirable . and to insure the Company against public liability and any other risks which it may consider prudent or desirable to insure against.
3,1.6 To establish and maintain capital reserves, management funds and any form of sinking fund in order topay or contribute towards all fees, costs and other expenses incurred in the implementation of the Company’s objects and to require the shareholders ofthe Company to contribute towards such reserves or funds at such times, in such amounts and in such manner as the Company may think fit and to invest and deal in and’ with such moneys not immediately required in such manner as may from time to time be determined.
3.2 To carry on any other trade or business whatever which can in the opinion of the Board of Directors be advantageously carried on in connection with or ancillary to any of the businesses of the Company,
3.3 To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.
3.4 To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made.
3.5 To lend and advance money or give credit on any terms and with or without security to any person, finn or company , to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure orguarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company.
3.6 To borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company’s property or assets (whether present or future), including its uncalled capital, and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it.
3.7 To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferrable instruments. .
3.8 To enter into any arrangements with any government or authority (supreme, municipal, local or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise and comply with any such charters, decrees, right, privileges and concessions.
3.9 To remunerate Directors and the Company Secretary in accordance with article 19 and in relationto any other persons employed by the Company to remunerate them in such amounts and on such terms and in such manner as the board of directors may reasonably determine; to make payments towards insurance including insurance for any Director, officer or Auditor against any liability as is referred to in Section 532(1) of the Act.
3.10 On a winding-up of the Company to distribute among the shareholders of the Company in kind any property of the Company of whatever nature.
3.11 To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.
3.12 To do all such other things as may be deemed incidental or conducive to the attainment of the Company’s objects or any of them.
AND so that:-
3.13 None of the objects set forth in any sub-clause of this Clause 3 shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause of this Clause 3, or by reference to or inference from the terms of any sub-clause of this Clause 3, or by reference to or inference from the name of the Company.
3.14 ‘None of the sub-clauses of this Clause 3 and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub-clause, and the Company shall have as full a power to exercise each and every one of the objects specified in each sub-clause of this Clause. 3 as though each such sub-clause contained the objects of a separate company.
4 The word “company” in this Section A, except where used in reference to the Company, shall bendeemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.
5 In this Section A the expression “the Act” means the Companies Act 2006, but so that any reference in this Section to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.

SECTION B

ARTICLES OF SUSSEX HEIGHTS (BRIGHTON) LIMITED

INDEX TO THE ARTICLES

PART 1
INTERPRETATION AND LIMITATION OF LIABILITY
1. Defined terms
2. Liability of members
PART 2 DIRECTORS, DIRECTORS’ POWERS AND RESPONSIBILITIES
3. Directors’ general authority
4. Shareholders’ reserve power
5. Directors may delegate
6. Committees
DECISION-MAKING BY DIRECTORS
7. Directors to take decisions collectively
8. Unanimous decisions
9. Calling a directors’ meeting
10. Participation in directors’ meetings
11. Quorum for directors’ meetings
12. Chairing of directors’ meetings
13. Casting vote
14. Conflicts of interest
15. Records of decisions to be. kept
16. Directors’ discretion to make further rules
APPOINTMENT OF DIRECTORS
17. Methods of appointing directors
18. Termination of director’s appointment
19. Directors’ and company secretary remuneration
20. Directors’ and company secretary expenses
21. Number of directors
PART 3
SHARES AND DISTRIBUTIONS SHARES
22. All shares to be fully paid up
23 Restriction on allotment and transfer of shares
24. Powers to issue different classes of share
25. Company not bound by less than absolute interests
26. Share certificates
27. Replacement share certificates
28. Share transfers
29. Transmission of shares
30. Exercise of transmittees’ rights
31. Transmittees bound by prior notices
DISTRIBUTIONS
32. No distributions save on winding-up
PART 4 DECISION-MAKING BY SHAREHOLDERS ORGANlSATION OF GENERAL MEETINGS
33. Annual General Meeting
34. Retirement of directors at Annual General Meeting
35. Attendance and speaking at general meetings
36. Quorum for general meetings
37. Chairing general meetings
18. Attendance and speaking by directors and non-shareholders 39. Adjournment
VOTING AT GENERAL MEETINGS~Â·
40. Voting: general
41. Errors and disputes
42. Poll votes
43. Content of proxy notices
44. Delivery of proxy notices
45. Amendments to resolutions
PART 5 ADMINISTRATIVE ARRANGEMENTS
46. Means of communication to be used
47. No right to inspect accounts and other records
DIRECTORS’ INDEMNITY AND INSURANCE
48. Indemnity
49. Insurance

Part 1 INTERPRETATION AND LIMITATION OF LIABILITY

1 Defined terms

In the articles, unless the context requires otherwise “articles” means the company’s articles of association;

“bankruptcy” includes individual insolvency proceedings in a jurisdiction’ other than England and Wales or Northern Ireland which have an effect similar to that of’bankruptcy;
“chairman” has the meaning given in article 12;
“chairman of the meeting” has the meaning given in article 37;
“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;
“director” means a director of the company, and includes any person occupying the position of director, by whatever name called;
“document” includes, unless otherwise specified, any document sent or supplied in electronic form;
“dwelling” means any residential unit comprised in the Estate;
“dwellingholder” means the person or persons to whom a lease or tenancy of a dwelling of more than 21 years has been granted or assigned or who holds the freehold of a dwelling and so that whenever two or more persons are for the time being dwellingholders of a dwelling they shall for all purposes of these articles be deemed to constitute one dwellingholder;
“electronic fonn”has the meaning given in section 1168 of the Companies Act 2006;
“Estate” means the leasehold property known as Sussex Heights, St Margarets Place, Brighton and any other land, buildings or premises for the time being owned and/or managed and/or administered by the Company
“fully paid” in relation to a share, means that the nominal value and any premium to be paid to the company in respect of that share have been paid to the company;
“hard copy form” has the meaning given in section 1168 of the Companies Act 2006;
“holder” in relation to shares means the person whose name is entered in the register of members as the holder of the shares;
“instrument” means a document in hard copy form;
“ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;
“paid” means paid or credited as paid;
“participate” in relation to a directors’ meeting, has the meaning given in article 10;
“proxy notice” has the meaning given in article 43;
“shareholder” means a. person who is the bolder of a share;
“shares” means shares in the company;
“special resolution” has the raeaning given in section 283 of the Companies Act 2006;
“subsidiary” has the meaning given in section 1159 of the Companies Act2006;
“transmittee” means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law; and
“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in-the Companies Act 2006 as in force on the date when these articles become binding on the company.

2 Liability of members

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

Part 2 DIRECTORS’ POWERS AND RESPONSIBILITIES

3 Directors’ general authority

Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.

4. Shareholders’ reserve power

(1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.
(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

5. Directors may delegate

(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles
- (a) to such person or committee;
- (b) by such means (including by power of attorney);
- (c) to such an extent;
- (d) in relation to such matters or territories; and (e) on such terms and conditions; as they think fit.
(2) If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

6 Committees

(1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

DECISION-MAKING BY DIRECTORS

7 Directors to take decisions collectively

The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.

8 Unanimous decisions

(1) A decision ofthe directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
(2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
(3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
(4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

9 Calling a directors’ meeting

(1) Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
(2) Notice of any directors’ meeting must indicate-
- (a) its proposed date and time;
- (b) where it is to take place; and
- (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
(3) Notice of a directors’ meeting must be given to each director, but need not be in writing.
(4) Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

10 Participation in directors’ meetings

(1) Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when-
- (a) the meeting has been called and takes place in accordance with the articles, and
- (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
(2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
(3) If all the directors participating in a meeting are not.in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

11. Quorum for directors’ meetings

(1) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
(2) The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than three, and unless otherwise fixed it is three.
(3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision-
- (a) to appoint further directors, or
- (b) to call a general meeting so as to enable the shareholders to appoint further directors.

12 Chairing of directors’ meetings

(1) The directors may appoint a director to chair their meetings but any such appointment shall be for a term of no longer than 3 years and no director shall remain chairman for a continuous period in excess of 6 years.
(2) The person so appointed for the time being is known as the chairman,
(3) The directors may terminate the chairman’s appointment at any time by a majority decision.
(4) If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

13 Casting vote

(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

14 Conflicts of interest

(1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes but may, at the discretion of the remaining directors, attend and speak at such meeting.
(2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
(3) This paragraph applies when-
- (a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;
- (b) the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
- (c) the director’s conflict of interest arises from a permitted cause.
(4) For the purposes of this article, the following are permitted causes-
- (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries;
- (b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and
- (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
(5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.
(6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
(7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in, the meeting (or that part of the meeting) for voting or quorum purposes.
(8) For the purposes of this article 14 the fact that a director is a dwellingholder shall not be regarded as creating a conflict of interest and shall not prevent that director from participating in any meeting unless the proposed decision relates solely to the dwelling of which he is the dwellingholder

15 Records of decisions to be kept

The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

16 Directors’ discretion to make further rules

Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

APPOINTMENT OF DIRECTORS

17 Methods of appointing directors

(1) Subject to paragraphs (2) and (3) any person who is willing to as a director, and is permitted by law to do so, may be appointed to be a direetor-
- (a) by ordinary resolution, or
- (b) by a decision of the directors.
(2) a person may only be appointed to be and remain as a director if that person occupies a dwelling as his or her principle private residence.
(3) Notwithstanding paragraph (2) where the number of directors is at any time two or less and such director(s) are unable, after making reasonable enquiry, to find a suitable person who occupies a dwelling as his or her principle private residence and who is willing to act as a director, then the director(s) may appoint not more than two persons nominated by the then managing agents of the Estate (who need not occupy a dwelling as his or her principal private dwelling).

18 Termination of director’s appointment

A person ceases to be a director as soon as-

(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
(b) a bankruptcy order is made against that person;
(c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts; .
(d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(e) by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
(f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms;
(g) that person ceases to occupy a dwelling as his or her principal private dwelling for a continuous period in excess of one month save that this provision shall not apply to any director appointed under the provisions of article 17(3).

19 Directors’ and company secretary remuneration

(1) Directors may undertake any services for the company that the directors decide.
(2) Directors (other than those appointed under the provisions of article 17(3) and the company secretary are entitled to such remuneration (if any) as the shareholders may by ordinary resolution from time to time determine for their services to the company as directors .
(3) Directors or the company secretary providing any service (other than as a director or the company secretary) shall subject to the provisions of article 14 be entitled to such reasonable remuneration for such services as the directors may determine,
(4) Directors appointed under the provisions of article 17(3) shall be entitled to such remuneration as the directors may determine
(5) Unless the directors decide otherwise, directors’ remuneration accrues from day to day.

20 Directors’ and company secretary expenses

The company may pay any reasonable expenses which the directors or the company secretary properly incur in connection with their attendance at-

(a) meetings of directors or committees of directors,
(b) general meetings, or
(c) separate meetings of the holders of any class of shares or of debentures of the company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

21 Number of directors

Unless otherwise determined by ordinary resolution the number of directors shall be subject to a maximum of seven and shall not be less than two .

Part 3 SHARES AND DISTRIBUTIONS SHARES

22 All shares to be fully paid up

No share is to be issued for less than the aggregate of its nominal value and any premium to be paid to the company in consideration for its issue.

23 Restriction on Allotment and Transfer of Shares

(1) No share shall be allotted or transferred to any person who is not a dwellingholder and a dwellingholder shall’not be entitled to dispose of any share in the company while holding, whether alone or jointly with othejs, a legal estate in any dwelling
(2) In accordance with section 567 of the Companies Act 2006 sections 561 and 562 of the Companies Act 2006 shall not apply to the company.

24 Powers to issue different classes of share

(1) Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution.
(2) The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

25 Company not bound by less than absolute interests

Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder’s absolute ownership of it and all the rights attaching to it.

26 Share certificates

(1) The company must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds.
(2) Every certificate must specify-
- (a) in respect of how many shares, of what class, it is issued;
- (b) the nominal value of those shares;
- (c) that the shares are fully paid; and
(d) any distinguishing numbers assigned to them.
(3) No certificate may be issued in respect of shares of more than one class.
(4) If more than one person holds a share, only one certificate may be issued in respect of it. (5) Certificates must be executed in accordance with the Companies Acts.

27 Replacement share certificates

(1)If a certificate issued in respect of a shareholder’s shares is-
- (a) damaged or defaced, or
- (b) said to be lost, stolen or destroyed, that shareholder is entitled to be issued with a replacement certificate in respect of the same shares.
(2) A shareholder exercising the right to be issued with such a replacement certificate-
- (a) may at the same time exercise the right to be issued with a single certificate or separate certificates;
- (b) must return the certificate which is to be replaced to the company if it is damaged or defaced; .and
- (c) must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

28 Share transfers and transmissions

(1) Subject-to article 23(1) shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor. .
(2) A registration fee of Â£20 (or such higher fee as the directors may in their reasonable discretion determine) shall be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.
(3) The company may retain any instrument of transfer which is registered.
(4) The transferor remains the holder ofa share until the transferee’s name is entered in the register of
members as holder of it.
(5) A shareholder who parts with all interest in the dwelling or dwellings held by him, or if his interest therein for any reason ceases and determines, he, or his transmittee shall transfer his shareholding in the company to the person or persons who become the dwelling holder of his dwelling or dwellings
(6) The price to be paid on the transfer of every share under this article shall, unless the transferor or transferee otherwise agree, be its nominal value
(7) If the holder of a share (or his transmittee) refuses or neglects to transfer it in accordance with this article, one of the directors, duly nominated for that purpose by a resolution of the board of directors, shall be the attorney for such holder, with full power on his behalf and in his name to execute, complete and deliver a transfer of his share to the person or persons to whom the same ought to be transferred under this article and the company may give a good discharge for the purchase money and enter the name of the transferee in the
register of members as the holder of such share

29 Transmission of shares

(1) If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share.
(2) A transmittee who produces such evidence of entitlement to shares as the directors may properly require
- (a) may, subject to the articles, and in particular article 23(1), choose either to become the holder of those shares or to have them transferred to another person, and
- (b) subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.
(3) But transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder’s death or bankruptcy or otherwise, unless they become the holders of those shares.

30 Exercise of transmittees’ rights

(1) Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish.
(2) If the transmittee wishes to have a share transferred to another person, the transmittee must execute an instrument of transfer in respect of it.
(3) Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

31 Transmittees bound by prior notices

If a notice is given to a shareholder in respect of shares and a transmittee is entitled to those shares, the transmlttee is bound by the notice if it was given to the shareholder before the transmittee’s name has been entered in the register of members.

DISTRIBUTIONS

32 No distributions save on winding-up

The income of the company, from wherever derived, shall be applied solely in promoting the company’s
objects and, save on a winding up of the company, no distribution shall be made to its shareholders in cash or otherwise.

PART 4 DECISION-MAKING BY SHAREHOLDERSÂ· ORGANISATION OF GENERAL MEETINGS

33 Annual General Meeting

Each year the company shall hold a general meeting as its annual general meeting (in addition to any other meetings in such period) and not more than 15 months shall elapse between the date of one annual general meeting and the next such annual general meeting

34 Retirement of drectors at Annual General Meeting

At each annual general meeting all the directors shall retire from office but all such directors shall be entitled to stand for re-appointment at the same meeting and if following such retirements any vacancy remains to be filled a retiring director shall, if willing to act, be deemed to be re-appointed unless at the meeting it is resolved not to fill such vacancy or unless a resolution for the re-appointment of the relevant director is put to the meeting and lost

35 Attendance and speaking. at general meetings

(1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
(2) A person is able to exercise the right to vote at a general meeting when-
- (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
- (b) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time ‘as the votes of all the other persons attending the meeting.
(3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
(4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
(5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

36 Quorum for general meetings

No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum .. Five persons entitled to vote upon the business to be transacted at a general meeting, each being a shareholder or proxy for a shareholder, shall be a quorum,

37 Chairing general meetings

(1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
(2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start-
- (a) the directors present, or
- (b) (if no ‘directors are present), the meeting, must appoint a director or shareholder to chair the meeting, and the . appointment of the chairman of the meeting must be the first business of the meeting.
(3) The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”.

38 Attendance and speaking by directors and non-shareholders

(1) Directors may attend and speak at general meetings, whether or not they are shareholders.
(2) The chairman of the meeting may permit other persons who are not-
- (a) shareholders of the company, or
- (b) otherwise entitled to exercise the rights of shareholders in relation to general meetings, to attend and speak at a general meeting.

39 Adjournment

(1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum,or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
(2) The chairman of the meeting may adjourn a general meeting at which a quorum is present
- (a) the meeting consents to an adjournment,or
- (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
(3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
(4) When adjourning a general meeting, the chairman of the meeting must-
- (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
- (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
(5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adj ourned, the company must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is givenj->-
- (a) to the same persons to whom notice of the company’s general meetings is required to be given, and
- (b) containing the same information which such notice is required to contain.
(6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

VOTING AT GENERAL MEETINGS

40 Voting: general

A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is dulyÂ demanded in accordance with the articles.

41 Errors and disputes

(1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid .’
(2) Any such objection must be referred to the chairman of the meeting, whose decision is final.

42 Poll votes

(1) A poll on a resolution may be demanded:
- (a) in advance of the general meeting where it is to be put to the vote, or
- (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
(2) A poll may be demanded by:
- (a) the chairman of the meeting;
- (b) the directors;
- (c) two or more persons having the right to vote on the resolution; or
- (d) a person or persons representing not less than one tenth of the total voting rights of all the shareholders having the right to vote on the resolution.
(3) A demand for a poll may be withdrawn
- (a) the poll has not yet been taken, and
- (b) the chairman of the meeting consents to the withdrawal.
(4) Polls must be taken immediately and in such manner as the chairman of the meeting directs,

43 Content of proxy notices

(1) Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which-
- (a) states the name and address of the shareholder appointing the proxy;
- (b) identifies the person appointed to be that shareholder’s proxy and the general meeting in relation to which that person is appointed;
- (c) is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine; and
- (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
(2) The company may require proxy notices to be delivered in aparticular form, and may specify different forms for different purposes.
(3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(4) Unless a proxy notice indicates otherwise, it must be treated as-
- (a) allowing the person.appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
- (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

44 Delivery of proxy notices

(1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
(2) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
(3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf .

45 Amendments to resolutions

(1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if-
- (a) notice’ of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
- (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
(2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if
- (a) the chairman of the meeting proposes the amendment at the general meeting at which theÂ resolution is to he proposed, and
- (b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

(3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

PART 5 ADMINISTRATIVE ARRANGEMENTS

46 Means of communication to be used

(1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.
(2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
(3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

47 No right to inspect accounts and other records

Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company’s accounting or other records or documents merely by virtue of being a shareholder.

DIRECTORS’ INDEMNITY AND INSURANCE

48 Indemnity

(1) Subject to paragraph 2, a relevant director of the company or an associated company may be indemnified out of the company’s assets against-
- (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
- (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),
- (c) any other liability incurred by that director as an officer of the company or an associated company. (2) This article dots not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
(3) In this article-
- (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
- (b) a “relevant director” means any director or former director of the company or an associated company.

49 Insurance

(1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
(2) In this article:
- (a) a “relevant director” means any director or former director of the company or an associated company,
- (b) a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company,and
- (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.