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Classification: General
14
(b)
set out (where appropriate) the procedures for conversion and/or redemption of
shares in uncertificated form; and/or
(c)
the directors consider necessary or appropriate to ensure that these articles are
consistent with the Uncertificated Securities Order and/or the Operator's rules and
practices.
(6)
Such regulations will apply instead of any relevant provisions in these articles which relate
to the transfer, conversion and redemption of shares in uncertificated form or which are
not consistent with the Uncertificated Securities Order, in all cases to the extent (if any)
stated in such regulations. If the directors make any such regulations, paragraph (7) of
this article will (for the avoidance of doubt) continue to apply, when read in conjunction
with those regulations.
(7)
Any instruction given by means of a relevant system shall be a dematerialised instruction
given in accordance with the Uncertificated Securities Order, the facilities and
requirements of a relevant system and the Operator's rules and practices.
VARIATION OF RIGHTS
17.
Variation of rights
(1)
Whenever the capital of the Company is divided into different classes of shares, all or any
of the rights for the time being attached to any class of shares in issue may, subject to the
Statutes, from time to time (whether or not the Company is being wound up) be varied in
such manner as those rights may provide or (if no such provision is made) either with the
consent in writing of the holders of two-thirds in nominal value of the issued shares of that
class or with the authority of a special resolution passed at a separate general meeting of
the holders of those shares.
(2)
The provisions of these articles relating to general meetings of the Company or to the
proceedings at general meetings shall apply,
mutatis mutandis
, to every such separate
general meeting, except that:
(a)
the quorum at any such meeting (other than an adjourned meeting) shall be two
persons holding or representing by proxy at least one-third in nominal amount of
the issued shares of the class;
(b)
at an adjourned meeting the quorum shall be one person holding shares of the
class or his proxy;
(c)
every holder of shares of the class shall, on a poll, have one vote in respect of
every share of the class held by him; and
(d)
a poll may be demanded by any one holder of shares of the class whether present
in person or by proxy.
(3)
Unless otherwise expressly provided by the rights attached to any class of shares those
rights shall not be deemed to be varied by the creation or issue of further shares ranking
pari passu
with them or by the purchase or redemption by the Company of any of its own
shares.
TRANSFERS OF SHARES
18.
Right to transfer shares
Subject to the restrictions in these articles, a member may transfer all or any of his shares
in any manner which is permitted by the Statutes and is from time to time approved by
the board.