Transcription

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25 Company No INCORPORATED UNDER THE COMPANIES ACT 2006 THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of GEORGIA WORLDWIDE PLC Adopted on 16 September v0.6

26 Article CONTENTS Page PART 1 INTERPRETATION AND LIMITATION OF LIABILITY Defined terms Model articles or regulations not to apply Liability of members... 4 PART 2 DIRECTORS... 4 DIRECTORS' POWERS AND RESPONSIBILITIES Directors' general authority Borrowing powers Directors may delegate Committees... 5 DECISION-MAKING BY DIRECTORS Directors to take decisions collectively Calling a directors' meeting Participation in directors' meetings Quorum for directors' meetings Chairing directors' meetings Voting at directors' meetings: general rules... 7 DIRECTORS' INTERESTS Directors' interests Directors' interests other than in relation to transactions or arrangements with the Company Confidential information and attendance at directors' meetings Declaration of interests in proposed or existing transactions or arrangements with the Company Ability to enter into transactions and arrangements with the Company notwithstanding interest Remuneration and benefits General voting and quorum requirements Proposing directors' written resolutions Adoption of directors' written resolutions Directors' discretion to make further rules APPOINTMENT OF DIRECTORS Number of directors v0.6

27 25. Methods of appointing directors Termination of director's appointment Directors' fees Directors' additional remuneration Directors' pensions and other benefits Remuneration of executive directors Directors' expenses PART 3 DECISION-MAKING BY MEMBERS ORGANISATION OF GENERAL MEETINGS Annual general meetings Calling general meetings Notice of general meetings Attendance and speaking at general meetings Meeting security Quorum for general meetings Chairing general meetings Conduct of meeting Attendance and speaking by directors and non-members Dissolution and adjournment if quorum not present Adjournment if quorum present Notice of adjourned meeting Business at adjourned meeting VOTING AT GENERAL MEETINGS Voting: general Chairman's declaration Errors and disputes Demanding a poll Procedure on a poll Appointment of proxy Content of proxy notices Delivery of proxy notices Corporate representatives Termination of authority Amendments to resolutions RESTRICTIONS ON MEMBERS' RIGHTS No voting of shares on which money owed to company APPLICATION OF RULES TO CLASS MEETINGS AND RIGHTS v0.6

28 57. Variation of class rights Failure to disclose interests in shares PART 4 SHARES AND DISTRIBUTIONS ISSUE OF SHARES Allotment and pre-emption Powers to issue different classes of share Rights and restrictions attaching to shares STERLING SHAREHOLDER Payment of commissions on subscription for shares INTERESTS IN SHARES Company not bound by less than absolute interests SHARE CERTIFICATES Certificates to be issued except in certain cases Contents and execution of certificates Consolidated certificates Replacement certificates PARTLY PAID SHARES Company's lien over partly paid shares Enforcement of the company's lien Call notices Liability to pay calls When call notice need not be issued Failure to comply with call notice: automatic consequences Payment of uncalled amount in advance Notice of intended forfeiture Directors' power to forfeit shares Effect of forfeiture Procedure following forfeiture Surrender of shares UNTRACED SHAREHOLDERS Power of sale Application of proceeds of sale TRANSFERS AND TRANSMISSION OF SHARES Transfers of shares Transmission of shares Transmittees' rights Exercise of transmittees' rights Transmittees bound by prior notices v0.6

29 CONSOLIDATION/DIVISION OF SHARES Procedure for disposing of fractions of shares DISTRIBUTIONS Procedure for declaring dividends Calculation of dividends Payment of dividends and other distributions Deductions from distributions in respect of sums owed to the company No interest on distributions Unclaimed distributions Non-cash distributions Waiver of distributions Scrip dividends CAPITALISATION OF PROFITS AND RESERVES Authority to capitalise and appropriation of capitalised sums Record dates PART 5 MISCELLANEOUS PROVISIONS COMMUNICATIONS Means of communication to be used Loss of entitlement to notices ADMINISTRATIVE ARRANGEMENTS Secretary Change of name Authentication of documents Company seals Records of proceedings Destruction of documents Accounts Provision for employees on cessation of business Winding up of the company DIRECTORS' INDEMNITY AND INSURANCE Indemnity of officers and funding directors' defence costs Insurance v0.6

30 1. DEFINED TERMS PART 1 INTERPRETATION AND LIMITATION OF LIABILITY 1.1 In the articles, unless the context requires otherwise: "Act" means the Companies Act 2006; "articles" means the Company's articles of association; "associate" means any body corporate in which a company is interested directly or indirectly so that it is able to exercise or control the exercise of 20 per cent. or more of the votes eligible to be cast at general meetings on all, and substantially all, matters; "auditors" means the auditors from time to time of the Company; "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; "business day" means a day (not being a Saturday or Sunday) on which clearing banks are open for business in London, New York, Rome and Milan; "call" has the meaning given in article 71.1; "call notice" has the meaning given in article 71.1; "certificate" means a paper certificate evidencing a person's title to specified shares or other securities; "chairman" means the person appointed to that role pursuant to article 12.1; "chairman of the meeting" has the meaning given in article 38.4; "clear days" means, in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; "company" includes any body corporate (not being a corporation sole) or association of persons, whether or not a company within the meaning of the Act; "Company" means Georgia Worldwide PLC, a company incorporated in England and Wales, with registered number ; "Companies Acts" means the Companies Acts (as defined in section 2 of the Act), in so far as they apply to the Company; "company's lien" has the meaning given in article 69.1; "corporate representative" has the meaning given in article 53.1; v

31 "director" means a director of the Company, and includes any person occupying the position of director, by whatever name called; "distribution recipient" has the meaning given in article 91.2; "document" includes, unless otherwise specified, any document sent or supplied in electronic form; "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 has been paid to the Company; "Group" means the Company and its subsidiaries and subsidiary undertakings from time to time; "holder" in relation to a share means the person whose name is entered in the register of members as the holder of that share; "instrument" means a document in hard copy form; "lien enforcement notice" has the meaning given in article 70; "member" means a member of the Company; "Model Articles" means the model articles for public companies limited by shares contained in Schedule 3 of the Companies (Model Articles) Regulations 2008 (SI 2009/3229) as amended prior to the date on which the Company was incorporated; "Ordinary Shares" means ordinary shares of 1 each in the capital of the Company, having the rights and restrictions set out in article 61.1; "paid" and "paid up" mean paid or credited as paid; "participate", in relation to a directors' meeting, has the meaning given in article 10.1 and "participating director" shall be construed accordingly; "partly paid" in relation to a share means that part of that share's nominal value and any premium at which it was issued which has not been paid to the Company; "proxy notice" has the meaning given in article 51.1; "qualifying person" means an individual who is a member of the Company, a corporate representative in relation to a meeting or a person appointed as proxy of a member in relation to a meeting; "register" means the register of members of the Company kept under section 113 of the Act and, where the context requires, any register maintained by the Company of persons holding any renounceable right of allotment of a share; "seal" means the common seal of the Company or any official or securities seal that the Company may have or may be permitted to have under the Act; v

32 "secretary" means the secretary of the Company and includes any joint, assistant or deputy secretary and a person appointed by the directors to perform the duties of the secretary; "senior holder" means, in the case of a share held by two or more joint holders, whichever of them is named first in the register; "shares" means any shares in the Company; "Sterling Non-Voting Shares" means the sterling non-voting shares of 1 each in the Company, having the rights and restrictions set out in article 61.6; "Sterling Shareholder" means any person appointed by the Company to hold the Sterling Non-Voting Shares; "subsidiary undertaking" or "parent undertaking" is to be construed in accordance with section 1162 (and Schedule 7) of the Act and for the purposes of this definition, a subsidiary undertaking shall include any person the shares or ownership interests in which are subject to security and where the legal title to the shares or ownership interests so secured are registered in the name of the secured party or its nominee pursuant to such security; "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. 1.2 Unless the context requires otherwise, words or expressions contained in these articles bear the same meaning given by the Act as it is in force when the articles are adopted. 1.3 Where an ordinary resolution of the Company is expressed to be required for any purpose, a special resolution is also effective for that purpose. 1.4 References to a "meeting" shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person. 1.5 The headings in the articles do not affect their interpretation. 1.6 References to any statutory provision or statute include all modifications and re-enactments (with or without modification) to such provision or statute and all subordinate legislation made under any such provision or statute, in each case for the time being in force. This article 1.6 does not affect the interpretation of article The ejusdem generis principle of construction shall not apply. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words v

33 1.8 In the articles, words importing one gender shall include each gender and a reference to a "spouse" shall include a reference to a civil partner under the Civil Partnership Act MODEL ARTICLES OR REGULATIONS NOT TO APPLY No model articles or regulations contained in any statute or subordinate legislation, including those contained in the Model Articles, apply as the articles of association of the Company. 3. LIABILITY OF MEMBERS The liability of the members is limited to the amount, if any, unpaid on the shares held by them. PART 2 DIRECTORS DIRECTORS' POWERS AND RESPONSIBILITIES 4. DIRECTORS' GENERAL AUTHORITY 4.1 Subject to the Act and 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 whether relating to the management of the business or not. 4.2 No alteration of the articles invalidates anything which the directors have done before the alteration. 4.3 The provisions of the articles giving specific powers to the directors do not limit the general powers given by this article The directors can appoint a person (not being a director) to an office having the title including the word "director" or attach such a title to an existing office. The directors can also terminate the appointment or use of that title. Even though a person's title includes "director", this does not imply that they are (or are deemed to be) directors of the Company or that they can act as a director as a result of having such a title or be treated as a director of the Company for any of the purposes of the Act or the articles. 4.5 The directors may in their discretion exercise (or cause to be exercised) the powers conferred by shares of another company held (or owned) by the Company or a power of appointment to be exercised by the Company (including the exercise of the voting power or power of appointment in favour of the appointment of a director as an officer or employee of that company). 4.6 Subject to the Act, the directors may exercise the powers of the Company regarding keeping an overseas, local or other register and may make and vary regulations as they think fit concerning the keeping of such a register v

34 5. BORROWING POWERS The directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or part of the undertaking, property and assets (present or future) and uncalled capital of the Company and, subject to the Act, to issue debentures and other securities, whether outright or as collateral security for a debt, liability or obligation of the Company or of a third party. 6. DIRECTORS MAY DELEGATE 6.1 Subject to the articles, the directors may delegate any of the powers, authorities and discretions which are conferred on them under the articles: to such person or committee; by such means (including by power of attorney); to such an extent; in relation to such matters or territories; and on such terms and conditions; as they think fit. 6.2 If the directors so specify, any such delegation may authorise further delegation of the directors' powers, authorities and discretions by any person to whom they are delegated. 6.3 If the directors delegate under article 6.1, they may retain or exclude the right to exercise the delegated powers, authorities and discretions together with that person or committee. 6.4 Where a provision in the articles refers to the exercise of a power, authority or discretion by the directors and that power, authority or discretion has been delegated by the directors to a person or a committee under article 6.1, the provision shall be construed as permitting the exercise of the power, authority or discretion by that person or committee. 6.5 The directors may revoke any delegation in whole or part, or alter its terms and conditions. 7. COMMITTEES 7.1 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. 7.2 The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles v

35 DECISION-MAKING BY DIRECTORS 8. DIRECTORS TO TAKE DECISIONS COLLECTIVELY 8.1 Decisions of the directors may be taken: at a directors' meeting; or in the form of a directors' written resolution. 9. CALLING A DIRECTORS' MEETING 9.1 Any director may call a directors' meeting. 9.2 The secretary must call a directors' meeting if a director so requests. 9.3 A directors' meeting is called by giving notice of the meeting to the directors. 9.4 Notice of any directors' meeting must indicate: its proposed date and time (which shall be not less than 48 hours after the notice is given); where it is to take place; and 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. 9.5 Notice of a directors' meeting must be given to each director, but need not be in writing. 9.6 Notice of a directors' meeting need not be given to a director who waives his entitlement to notice of that meeting, by giving notice to that effect to the Company at any time before or 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 10.1 Subject to the articles, directors "participate" in a directors' meeting, or part of a directors' meeting, when: the meeting has been called and takes place in accordance with the articles; and they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting In determining whether a director is participating in a directors' meeting, it is irrelevant where the director is or how he communicates with the others v

36 10.3 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 11.1 At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting Subject to article 15.3, the quorum for directors' meetings may be fixed from time to time by a decision of the directors and unless otherwise fixed it is two. 12. CHAIRING DIRECTORS' MEETINGS 12.1 The directors may appoint a director to chair their meetings The directors may appoint other directors as vice, deputy or assistant chairmen to chair directors' meetings in the chairman's absence The directors may terminate the appointment of the chairman, vice, deputy or assistant chairman at any time If neither the chairman nor any director appointed generally to chair directors' meetings in the chairman's absence is participating in a meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of their number to chair it. 13. VOTING AT DIRECTORS' MEETINGS: GENERAL RULES 13.1 Subject to the articles, a decision is taken at a duly convened directors' meeting by a majority of the votes cast at such meeting Subject to the articles, each director participating in a directors' meeting has one vote. 14. DIRECTORS' INTERESTS DIRECTORS' INTERESTS 14.1 A director shall be authorised for the purposes of section 175 of the Act to act or continue to act as a director of the Company notwithstanding that at the time of his appointment or subsequently he also holds office as a director of, or holds any other office, employment or engagement with, any other member of the Group. 15. DIRECTORS' INTERESTS OTHER THAN IN RELATION TO TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY 15.1 The directors may authorise any matter proposed to them which would, if not so authorised, involve a breach of duty by a director under section 175 of the Act Any authorisation under article 15.1 will be effective only if: v

37 any requirement as to the quorum at the meeting or part of the meeting at which the matter is considered is met without counting the director in question or any other director interested in the matter under consideration; and the matter was agreed to without such directors voting or would have been agreed to if such directors' votes had not been counted If, at a meeting at which the relevant matter is considered, there are insufficient directors to form a quorum as a result of article , one director entitled to vote on the matter under consideration shall constitute a quorum for that purpose The directors may give any authorisation under article 15.1 upon such terms and conditions as they think fit. The directors may vary or terminate any such authorisation at any time For the purposes of articles 14 to 20 a conflict of interest includes a conflict of interest and duty and a conflict of duties, and "interest" includes both direct and indirect interests. 16. CONFIDENTIAL INFORMATION AND ATTENDANCE AT DIRECTORS' MEETINGS 16.1 A director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a director of the Company and in respect of which he owes a duty of confidentiality to another person. In particular the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he: fails to disclose any such information to the directors or to any director or other officer or employee of the Company; and/or does not use or apply any such information in performing his duties as a director of the Company. However, to the extent that his relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this article 16.1 applies only if the existence of that relationship has been authorised by the directors under article 15.1 (subject, in any such case, to any terms and conditions upon which such authorisation was given) Where the existence of a director's relationship with another person has been authorised by the directors under article 15.1 and his relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he: absents himself from meetings of the directors or a committee of directors (or the relevant portions thereof) at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or v

38 makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser on his behalf, for so long as he reasonably believes such conflict of interest (or possible conflict of interest) subsists The provisions of articles 16.1 and 16.2 are without prejudice to any equitable principle or rule of law which may excuse the director from: disclosing information, in circumstances where disclosure would otherwise be required under these articles; and/or attending meetings or discussions or receiving documents and information as referred to in article 16.2, in circumstances where such attendance or receiving such documents and information would otherwise be required under these articles. 17. DECLARATION OF INTERESTS IN PROPOSED OR EXISTING TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY 17.1 A director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company must declare the nature and extent of his interest to the other directors before the Company enters into the transaction or arrangement A director who is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the Company must declare the nature and extent of his interest to the other directors as soon as is reasonably practicable, unless the interest has already been declared under article Any declaration required by article 17.1 may (but need not) be made: at a meeting of the directors; by notice in writing in accordance with section 184 of the Act; or, by general notice in accordance with section 185 of the Act Any declaration required by article 17.2 must be made: at a meeting of the directors; by notice in writing in accordance with section 184 of the Act; or, by general notice in accordance with section 185 of the Act If a declaration made under article 17.1 or 17.2 above proves to be, or becomes, inaccurate or incomplete, a further declaration must be made under article 17.1 or 17.2 as appropriate v

39 17.6 A director need not declare an interest under this article 17: if it cannot reasonably be regarded as likely to give rise to a conflict of interest; if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware); if, or to the extent that, it concerns terms of his service contract that have been or are to be considered by a meeting of the directors or by a committee of the directors appointed for the purpose under these articles; or if the director is not aware of his interest or is not aware of the transaction or arrangement in question (and for this purpose a director is treated as being aware of matters of which he ought reasonably to be aware). 18. ABILITY TO ENTER INTO TRANSACTIONS AND ARRANGEMENTS WITH THE COMPANY NOTWITHSTANDING INTEREST 18.1 Subject to the Act and provided that he has declared to the directors the nature and extent of any direct or indirect interest of his in accordance with article 17 or where article 17.6 applies and no declaration of interest is required, a director notwithstanding his office: may be a party to, or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is directly or indirectly interested; may act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor), and in any such case on such terms as to remuneration and otherwise as the directors may decide; or may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise be interested in, any body corporate in which the Company is directly or indirectly interested. 19. REMUNERATION AND BENEFITS 19.1 A director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate: the acceptance, entry into or existence of which has been authorised by the directors under article 15.1 (subject, in any such case, to any terms and conditions upon which such authorisation was given); or which he is permitted to hold or enter into by virtue of article 18 or otherwise under these articles, nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. No transaction or arrangement authorised or v

40 permitted under articles 15.1 or 18 or otherwise under these articles shall be liable to be avoided on the ground of any such interest or benefit. 20. GENERAL VOTING AND QUORUM REQUIREMENTS 20.1 Save as otherwise provided by these articles, a director shall not vote on or be counted in the quorum in relation to a resolution of the directors or committee of the directors concerning a matter in which he has a direct or indirect interest which is, to his knowledge, a material interest (otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise in or through the Company), but this prohibition does not apply to any interest arising only because a resolution concerns any of the following matters: the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings; the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security; a transaction or arrangement concerning an offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate; a transaction or arrangement to which the Company is or is to be a party concerning another company (including a subsidiary undertaking of the Company) in which he or any person connected with him is interested (directly or indirectly) whether as an officer, shareholder, creditor or otherwise (a "relevant company"), if he and any persons connected with him do not to his knowledge hold an interest in shares (as that term is used in sections 820 to 825 of the Act) representing one per cent. or more of either any class of the equity share capital (excluding any share of that class held as treasury shares) in the relevant company or of the voting rights available to members of the relevant company; a transaction or arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings (including any pension fund or retirement, death or disability scheme) which does not award him a privilege or benefit not generally awarded to the employees to whom it relates; or a transaction or arrangement concerning the purchase or maintenance of any insurance policy for the benefit of directors or for the benefit of persons including directors A director shall not vote on or be counted in the quorum in relation to a resolution of the directors or committee of the directors concerning his own appointment (including fixing or varying the terms of his appointment or its termination) as the holder of an v