1.1 The Regulations contained in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended by the Companies (Tables A to F) (Amendment) Regulations 1985 (SI 1985 No. 1052) and as further amended by The Companies Act 1985 (Electronic Communications) Order 2000 (SI 2000 No. 3373) (such Table being hereinafter called "Table A") shall apply to the Company save in so far as they are excluded or varied hereby and such Regulations (save as so excluded or varied) and the Articles hereinafter contained shall be the Articles of Association of the Company.
1.2 Any reference in these Articles to "The Act" shall mean the Companies Act 1985 as amended or extended by any other enactment.
2.1 The directors are generally and unconditionally authorised for the purposes of section 80 of the Act, to exercise any power of the Company to allot and grant rights to subscribe for or convert securities into shares of the Company up to the amount of the authorised share capital with which the Company is incorporated at any time or times during the period of five years, from the date of incorporation and the directors may, after that period, allot any shares or grant any such rights under this authority in pursuance of an offer or agreement, so to do made by the Company within that period. This authority, at any time (subject to the said section 80), may be renewed, revoked or varied by Ordinary Resolution of the Company in General Meeting.
2.2 Subject to the provisions of these Articles and the Act, the directors may allot, grant options over or otherwise dispose of the shares in the original capital and any new shares that may be created to such persons at such times and on such terms as they think proper and the provisions of section 89(1) and section 90 of the Act shall not apply to the allotment of any shares in the Company.
The Company in General Meeting may give the directors any authority required under section 80 of the Act in respect of relevant securities as defined in that section and any such authority may be general or for a particular exercise of the powers requiring such authority and may be unconditional or subject to conditions; provided that any such authority shall state the maximum number of relevant securities to which it applies and the date being not more than five years from the date of the passing of the resolution granting the authority on which the authority will expire.
3.1 The lien conferred by regulation 8 of Table A shall attach to fully paid as well as to partly paid shares, and to all shares registered in the name (whether as sole or joint holder) of any person indebted or under liability to the Company. The registration of a transfer of a share shall operate as a waiver of any lien of the Company on that share.
3.2 In regulation 8 of Table A there shall be substituted for the words "any amount payable in respect of it" the words "all distributions and other moneys or property attributable to it; and the same words shall be substituted in regulation 19 for the words "all dividends or other moneys payable in respect of the forfeited shares".
4.1 The directors may, in their absolute discretion and without assigning any reason therefor, decline to register the transfer of a share, whether or not it is a fully paid share and the first sentence of regulation 24 in Table A shall not apply to the Company.
Regulation 35 shall be modified by deleting the words "other than out of distributable profits or out of the proceeds of a fresh issue of shares or otherwise".
6.1 Every meeting of the Company other than the Annual General Meeting shall be referred to as Extraordinary General Meetings of the Company and Regulation 38 of Table A shall apply.
Any notice issued by the Company convening any such General Meeting shall comply with Section 372(3) of the Act thereby notifying members of their rights to appoint proxies at any such meeting. All and any other notices and communications relating to any General Meeting of the Company which any member is entitled to receive shall also be sent to the auditors for the time being of the Company.
6.3 Provided that a member has given prior consent to the Company in writing and provided an address to which such notice may be sent, then the Company shall be empowered to give notice communicated to him by a legible form of electronic transmission, being all and any form of electronic communication whether by electric, electromagnetic, electro-optical or any other like or similar method of transmission. A document shall only be signed with the authority of a resolution of the directors or a committee of the directors. Regulation 101 of Table A shall not apply to the company.
6.4 The Company shall not transact any business at any General Meeting unless a quorum is present; and a quorum shall comprise of two persons entitled to attend and vote upon the business to be transacted, each such person being an actual member of the Company or a proxy for a member or a duly authorized representative of a corporation.
7.1 Unless and until otherwise determined by the Company in General Meeting there shall be no maximum number of directors and the minimum number of directors shall be one. Whenever there shall be only one director of the Company such director may act alone in exercising all the powers, discretions and authorities vested in the directors, and Regulation 89 of Table A shall be modified accordingly.
7.2 Regulation 64 of Table A shall not apply to the Company. The directors shall not be required to retire by rotation and Regulations 73 to 80 (inclusive) of Table A shall not apply to the Company.
8.1 A director (other than an alternate director) may appoint any person to be an alternate director and may remove from office an alternate director appointed by him.
8.2 When an alternate director is also a director or acts as an alternate director for more than one director, he shall have one vote for every director represented by him (in addition to his own vote if he is himself a director) and, when acting, shall be considered as two directors for the purpose of making a quorum if the quorum exceeds two.
9.1 The directors may exercise all the powers of the Company to borrow money without limit as to amount and upon such terms and in such manner as they think fit, and subject (in the case of any security convertible into shares) to section 80 of the Act to grant any mortgage, charge or standard security over its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock, and other securities whether outright or as security for any debt, liability of obligation of the Company or of any third party.
10.1 The directors may grant retirement pensions or annuities or other gratuities or allowances, including allowances on death, to any person or to the widow of or dependents of any person in respect of services rendered by him to the Company whether as managing director or in any other office or employment under the Company or indirectly as an office or employee of any subsidiary company of the Company or any predecessor in business of the Company or of any such subsidiary.
11.1 Notice of a meeting of the directors shall be deemed to be properly given to a director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the Company for this purpose.
11.2 All or any of the members of the board or any committee of the board may participate in a meeting of the board or any committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other.
12.1 The seal, if any, shall only be used by the authority of the directors or of a committee of directors authorised by the directors. The directors may determine who shall sign any instrument to which the seal is affixed.
13.1 Any notice required by these Articles to be given by the Company other than notice of a General Meeting may be given by facsimile transmissions.
13.2 If any notice is sent by post, regulation 115 shall apply. In proving the giving of notice by facsimile transmission, it shall be sufficient to prove that the notice was received by production of a copy fax bearing the addressee's answer back code or automatic record of correct transmission.
14.1 Every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto.