There are currently no UK laws, decrees or regulations restricting the import or export of capital or (save as to taxation) affecting the remittance of dividends or other payments to holders of shares or ADSs who are non residents of the UK, subject to a few limited exceptions. Such exceptions apply where there are sanctions or similar orders issued by the United Nations, the European Union or the UK Government.
Subject to those exceptions, under English law and the Company’s Memorandum and Articles of Association, persons who are neither residents nor nationals of the UK may freely hold, vote and transfer shares (or other securities) in the same manner as UK residents or nationals. The Articles of Association provide that a shareholder with a registered address outside the UK is not entitled to receive notice of any general meeting of the Company unless the shareholder has provided the Company with a UK address, or (in the case of any notice issued electronically) an appropriate electronic address, at which notices may be delivered.
Section 992 of the Companies Act 2006 requires the Company to include certain information on its share and control structures in the directors’ report.
The following information, referred to in the Director’s report summarises certain provisions of the Company’s Articles of Association and applicable English Law.
At a general meeting a resolution put to the vote is decided on a show of hands unless a poll is demanded. Subject to any rights or restrictions attaching to their shares, every shareholder who is present in person or by proxy has one vote. On a poll vote every shareholder has one vote for every share he holds. A poll may be demanded by any of the following:
the chairman of the meeting;
at least three shareholders having the right to vote at the meeting;
shareholder(s) representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; or
shareholder(s) holding shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
Shareholders (other than holders of the Company’s deferred shares) may, by ordinary resolution, declare dividends but may not declare dividends in excess of the amount recommended by the directors. The directors may also pay interim dividends on shares of any class of such amounts and on such dates and in respect of periods as they think fit.
Holders of the Company’s deferred shares are not entitled to participate in the profits of the Company, participate in any distribution of the Company’s assets on a winding up, or vote at any general meeting.
Transfer of shares
Shareholders may transfer all or any of their shares, subject to:
in the case of certificated shares, by an instrument of transfer in writing in any usual form or in another form approved by the Board which must be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid) by or on behalf of the transferee, or
in the case of uncertificated shares, in accordance with the Uncertificated Securities Regulations 2001, or
in the case of an instrument of transfer denominated in sterling and bearing a date on or before 5 February 2007, such transfer shall be a transfer of the same number of shares as specified in such transfer.
The transferor shall remain as the holder of the shares transferred until the name of the transferee is entered into the Company’s register of shareholders in respect of it.
The Board may, in its absolute discretion and without giving a reason, refuse to register the transfer of a certificated share or the renunciation of a renounceable letter of allotment unless it is:
in respect of a share which is fully paid up as to the nominal value and any premium;
in respect of a share on which the Company has no lien;
in respect of only one class of shares;
in favour of a single transferee or renounce or not more than four joint transferees or renouncees;
duly stamped (if required); and
delivered for registration to the registered office of the Company.
If the Board refuses to register a transfer or renunciation, it shall, within two months after the date on which the transfer or renunciation was delivered to the Company, send notice of the refusal to the transferee or renouncee. An instrument which the Board refuses to register shall be returned to the person delivering it. All instruments which are registered may be retained by the Company.
The transfer of title to any uncertificated share or the renunciation or transfer of any renounceable right of allotment of a share which is a participating security held in uncertificated form shall only be registered in accordance with the Uncertificated Securities Regulations 2001. No such transfer or renunciation which is in favour of more than four persons jointly shall be registered unless the Board otherwise resolves.
If any such transfer or renunciation is not registered pursuant to the Uncertificated Securities Regulations 2001 or the Company’s Articles, the Company shall, within two months after the date on which the instruction relating to such transfer or renunciation was received by the Company, send notice of the refusal to the transferee or renouncee.
Alteration of share capital
The Company may by ordinary resolution:
increase its share capital by a sum to be divided into shares of amounts prescribed by the resolution;
consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;
subject to the Companies Act 2006, sub-divide all or any of its shares into shares of a smaller amount; and
cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by a person and diminish the amount of its share capital by the amount of the shares so cancelled, and may by the resolution decide that one or more of the shares resulting from any such division or sub-division may have any preference or other advantage as compared with the others or may be made subject to any restriction as compared with the others.
Subject to the Companies Act 2006 and to any rights attached to any shares, the Company may by special resolution reduce its share capital or any capital redemption reserve, share premium account or other undistributable reserve in any way.
Appointment and powers of the Directors
The Company’s Articles of Association provide for a board of Directors, consisting (unless otherwise determined by an ordinary resolution of shareholders) of not fewer than three Directors. There shall be no maximum number. Directors may be elected by the shareholders in a general meeting or appointed by the Board of Directors. A Director appointed by the Directors shall retire at the next annual general meeting after his appointment.
At each annual general meeting, any Director who was elected or last re-elected a Director at or before the annual general meeting held in the third calendar year before the current year shall retire by rotation and shall be eligible to stand for re-election as a Director at such a meeting, if the Articles allow him to do so.
The Board may delegate to a Director holding executive office any of its powers, authorities and discretions for such time and on such terms and conditions as it shall think fit. The Board may delegate any of its powers, authorities or discretions, for such time and on such terms and conditions as it shall think fit, to a committee consisting of one or more Directors.
The Articles of Association prohibit a Director from voting, or being counted in the quorum in relation to, any resolution of the Board in which the Director has to his knowledge a material interest other than by virtue of his interests in shares in the Company. However, this restriction on voting does not apply to resolutions:
relating to the giving of any security, guarantee or indemnity to him in respect of money lent or obligations incurred by him or by any other person at the request of or for the benefit of a Group undertaking.
relating to the giving of any security, guarantee or indemnity in respect of a debt or obligation of a Group undertaking for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security.
relating to, or in the context of, an offer of securities by a Group undertaking in which he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting or placing of which he is to participate.
relating to a transaction or arrangement with any other company in which he is interested, directly or indirectly, provided that he is not the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that compony (or of any other company through which his interest is derived) and not entitled to exercise one per cent or more of the voting rights available to shareholders of the relevant company (and for the purpose of calculating the said percentage there shall be disregarded any shares held by the Director as a bare or custodian trustee and in which he has no beneficial interest, and any shares comprised in any authorised unit trust scheme in which the Director is interested only as a unit holder.
relating to an arrangement for the benefit of employees of any Group undertaking which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates, or
concerning the insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons including Directors.
The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and uncalled capital, subject to the limitation that the aggregate amount of all net external borrowings of the group at any time shall not exceed an amount equal to twice the aggregate of the group’s adjusted capital and reserves calculated in the manner prescribed in the Articles of Association, unless sanctioned by an ordinary resolution of the Company’s shareholders.