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250 views19 pagesMoa and Aoa
Moa of pnb bank.
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Manish VermaCopyright
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/ 19
THE COMPANIES ACTS 1985 TO 1989
COMPANY LIMITED BY SHARES
MEMORANDUM AND
ARTICLES OF ASSOCIATION
PUNJAB NATIONAL
BANK (INTERNATIONAL) LIMITED
Company No. 05781326
Incorporated 13 April 2006
Deloitte & Touche LLP
Hn House, 1 Litle New Street, London, EC#A 3TR
‘et: +44(0)20 7007 3278 _ Fax: +44(0)20 7007 3062
‘Wed: www delotte. co.uk THE COMPANIES ACTS 1986 & 1989
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
PUNJAB NATIONAL BANK (INTERNATIONAL) LIMITED
4. The Company's name is Punjab National Bank (Intemational) Limited.
2. The Company's registered office is to be situated in England & Wales.
3, The Company's objects are:-
(A) Tocarry on business as a general commercial company.
{B) To do all such things which can in the opinion of the board of directors be
‘advantageously carried on by the Company in connection with or as ancillary, incidental or
conducive to any business or the general business of the Company or further any of its
objects.
(C) To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any
estate or interest any lands, buildings, easements, rights, privileges, concessions, patents,
patent rights, licences, secret processes, machinery, plant, stock-intrade, and any real or
personal property of any kind for such consideration and on such terms as may be
considered expedient.
(0) To erect, construct, lay down, enlarge, alter and maintain any roads, railways,
tramways, sidings, bridges, reservoirs, shops, stores, factories, buildings, works, plant and
machinery necessary or convenient for the Company's business, and to contribute to or
subsidise the erection, construction and maintenance of any of the above.
(©) To borrow or raise or secure the payment of money for the purposes of or in
connection with the Company's business and for the purpose of or in connection with the
borrowing or raising of money by the Company to become a member of any building
society.
(F) To mortgage and charge the undertaking and all or any of the real and personal
property and assets, present or future, and ail or any of the uncalled capital for the time
being of the Company, and to issue at par or at a premium or discount, and for such
consideration and with and subject to such rights, powers, privileges and conditions as may
be thought fit, debentures or debenture stock, either permanent or redeemable or
repayable, and collaterally or further to secure any securities of the Company by a trust
deed or other assurance.
(G) To issue and deposit any securities which the Company has power to issue by way of
mortgage to secure any sum less than the nominal amount of such securities, and also by
way of security for the performance of any contracts or any obligations of the Company or of
its customers or other persons or corporations having dealings with the Company, or in
whose businesses or undertakings the Company is interested, whether directly or indirectly.
(H)__ To receive money on deposit or loan upon such terms as the Company may approve,
and to guarantee the obligations and contracts of any person or corporation. (1) To lend and advance money or give credit on any terms and with or without security to
any person, firm or company (including without prejudice to the generality of the foregoing
any holding company, subsidiary or fellow subsidiary of, or any other company associated
in any way with, the 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
or guarantee 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 (including without prejudice
to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or
associated company as aforesaid).
(W)To grant pensions, allowances, gratuities and bonuses to officers, ex-officers, employees:
or ex-employees of the Company or its predecessors in business or the dependants or
connections of such persons, to establish and maintain or concur in establishing and
‘maintaining trusts, funds or schemes (whether contributory or non-contributory) with a view
to providing pensions or other benefits for any such persons as aforesaid, their dependants
‘or connections, and to support or subscribe to any charitable funds or institutions, the
‘support of which may, in the opinion of the directors, be calculated directly or indirectly to
benefit the Company or its employees, and to institute or maintain any club or other
establishment or profit sharing scheme calculated to advance the interests of the Company
or its officers or employees.
(K) To draw, make, accept, endorse, negotiate, discount and execute promissory notes,
bills of exchange and other negotiable instruments,
(UTo invest and deal with the moneys of the Company not immediately required for the
purposes of its business in or upon such investments or securities and in such manner as it
‘may from time to time be determined.
(M)_ To pay for any property or rights acquired by the Company, either in cash or fully or
partly paid-up shares, with or without preferred or deferred or special rights or restrictions in
respect of dividend, repayment of capital, voting or otherwise, or by any securities which the
‘Company has power to issue, or partly in one mode and partly in another, and generally on
such terms as the Company may determine.
(NN) To accept payment for any property or rights sold or otherwise disposed of or dealt
with by the Company, either in cash, by instalments or otherwise, or in fully or partly paid-up
shares of any company or corporation, with or without deferred or preferred or special rights
or restrictions in respect of dividend, repayment of capital, voting or otherwise, or in
debentures or mortgage debentures or debenture stock, mortgages or other securities of
‘any company or corporation, or partly in one mode and partly in another, and generally on
such terms as the Company may determine, and to hold, dispose of or otherwise deal with
any shares, stock or securities so acquired.
(©). To enter into any partnership or joint-purse arrangement or arrangement for sharing
profits, union of interests or co-operation with any company, firm or person carrying on or
proposing to carry on any business within the objects of this company, and to acquire and
hold, sell, deal with or dispose of shares, stock or securities of any such company, and to
guarantee the contracts or liabilities of, or the payment of the dividends, interest or capital of
any shares, stock or securities of and to subsidise or otherwise assist any such company.
(P) To establish or promote or concur in establishing or promoting any other company
whose objects shall include the acquisition and taking over of all or any of the assets and
liabilities of this company or the promotion of which shall be in any manner calculated to
advance directly or indirectly the objects or interests of this company and to acquire and
hold or dispose of shares, stock or securities of and guarantee the payment of the
dividends, interest or capital of any shares, stock or securities issued by or any other
obligations of any such company. (Q) To purchase or otherwise acquire and undertake all or any part of the business,
property, assets, liabilities and transactions of any person, firm or company carrying on any
business which this company is authorised to carry on.
(R)_ To sell, improve, manage, develop, tum to account, exchange, let on rent, royalty,
share of profits or otherwise, grant licences, easements and other rights in or over, and in
‘any other manner deal with or dispose of the undertaking and all or any of the property and
assets for the time being of the Company for such consideration as the Company may think
fit
(8) To amalgamate with any other company whose objects are to include objects simitar
to those of this company, whether by sale or purchase (for fully or partly paid-up shares or
otherwise) of the undertaking, subject to the liabilities of this or any such other company as
aforesaid with or without winding up, or by sale or purchase (for fully or partly paid-up
shares or otherwise) of all or a controlling interest in the shares or stock of this or any such
company as aforesaid, or by partnership, or any arrangement of the nature of parinership,
or in any other manner.
(1) To distribute among the members in specie any property of the Company, or any
proceeds of sale or disposal of any property of the Company, but so that no distribution
amounting to a reduction of capital be made except with the sanction (if any) for the time
being required by law.
(U) To do all or any of the above things in any part of the world, and either as principals,
‘agents, trustees, contractors or otherwise, and either alone or in conjunction with others,
and either by or through agents, trustees, sub-contractors or otherwise.
(V)__ To do all such things as are incidental or conducive to the above objects or any of
them and it is hereby deciared that in the construction of this Clause the word "company"
except where used in reference to the Company shall be deemed to include any person or
partnership or other body of persons, whether incorporated or not incorporated, and
whether domiciled in Great Britain or elsewhere, and that the objects specified in the
different paragraphs of this clause shall, except where otherwise expressed therein, be in
nowise limited by reference to any other paragraph or the name of the Company, but may
be carried out in as full and ample manner and shall be construed in as wide a sense as if
each of the said paragraphs defined the objects of a separate, distinct and independent
company.
4, The liability of the members is limited.
5. The Company's share capital is £2.00 divided into 2 shares of £1 each.
‘The shares in the original or any increased capital may be divided into several classes, and
there may be attached thereto respectively any preferential, deferred or other special rights,
privileges, conditions or restrictions as to dividend, capital, voting or otherwise. We, the subscriber to this memorandum of association, wish to be formed into a company
pursuant to this memorandum; and agree to take the number of shares shown opposite our
respective name.
Name and address of subscriber ‘Number of shares taken by the subscriber
Punjab National Bank Two
7 Bhikaji Cama Place
New Delhi
India
110056
Total number of shares taken up Two
Ee eee eee Stee tse
Dated the 13 April 2006 ‘THE COMPANIES ACTS 1985 & 1989
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
PUNJAB NATIONAL BANK (INTERNATIONAL) LIMITED
PRELIMINARY
L. The Companies Act 1985 is hereinafter referred to as "the Act’. Subject as hereinafter
provided, the regulations in Table ‘A’ in The Companies (Tables A-F) Regulations 1985 shall
apply to the Company and such Table is hereinafter referred to as “Table A.
2. Regulations 64, 73 to 78 and 80 of Table A shall not apply to the Company.
ALLOTMENT OF SHARES
3, The pre-emption provisions of sub-section (1) of section 89 and sub-sections (1) to (6) of
‘section 90 of the Act shail apply.
4, Subject to article 3 the directors are unconditionally authorised to allot shares in the
capital of the Company to such persons, at such times and generally on such terms and
conditions as they think proper up to the amount of authorised but unissued share capital
during a period of five years following incorporation.
LEN
6. The Company shall have a lien on every share, whether fully paid or not, and whether
registered in the name of one or more members, and accordingly in regulation 8 of Table A
the words ‘not being a fully paid share’ shall be omitted,
TRANSFER OF SHARES
6.(a) With the exception of any transfer arising out of the pre-emption provisions embodied
in paragraphs (b) to (h) hereunder, the directors may in their absolute discretion and without
assigning any reason therefor deciine to register any transfer of shares, whether fully paid
oF not
(b)For such time as the Company has more than one member no share or beneficial
‘ownership of a share shall be transferred nor shall the Company purchase any of its own
shares unless and until the rights of pre-emption hereinafter conferred shall have been
exhausted. (@)Any member proposing to transfer any share or beneficial ownership of a share
(hereinafter called "the vendor’) shall give notice in writing (hereinafter called "the transfer
notice”) to the Company of such proposel. The transfer notice shall specify the sum which
in the vendor's opinion constitutes the fair price of each share specified therein, and shall
constitute the Company the vendor's agent for the sale of such share or shares (hereinafter
called “the said shares") in one or more lots at the discretion of the directors to the members
(other than the vendor), at the price save that if the directors do not accept that the sum
specified by the vendor constitutes the fair price of the said shares they shall instruct the
auditors of the Company (who shall act as experts and not as arbitrators so that any
provision of law or statute relating to arbitration shall not apply) to certify by certificate in
writing (hereinafter called “the certificate of value’) the value in their opinion of the said
shares as between a willing seller and a willing buyer, and in such a case the transfer notice
shall nevertheless constitute the Company the vendor's agent for the sale of the said shares
but at the price certified in the certificate of value.
(@)If the auditors are instructed to certify the fair value as aforesaid the Company shall, as
‘s00n as it receives the certificate of value, fumish a copy thereof to the vendor. The cost of
‘obtaining the certificate of value shall be bome by the Company.
{e)Upon the price being fixed as aforesaid (whether by reference to the vendor's opinion of
the fair price or by reference to the certificate of value) the Company shall forthwith by
notice in writing (hereinafter called "the offer notice”) inform each member (other than the
vendor) of the number and price of the said shares and shail invite each such member to
apply in writing to the Company within 21 days of the date of despatch of the offer notice
(which date shall be specified therein) for such maximum number of the said shares (being
all or any thereof) as shall be specified in such application
(9 If such members shall within the said period of 21 days apply for all or (save as
‘otherwise provided in the transfer notice) any of the said shares, the directors shail allocate
the said shares (or so many of them as shall be applied for) to or amongst the applicant
members in proportion as nearly as may be to the number of shares in the Company of
which they are registered or unconditionally entitled to be registered as holders provided
that no applicant member shall be obliged to take more than the maximum number of
shares specified by the applicant member as aforesaid. If any shares shall not be capable
without sub-division of being allocated to the members in proportion to their existing
holdings, the same shall be allocated to the applicant members, or some of them, in such
proportions or in such manner as may be determined by lots drawn in regard thereto and.
the lots shall be drawn in such manner as the directors think fit
(g)The Company shall forthwith give notice of such allocations (hereinafter called “the
allocation notice") to the vendor and to the members fo whom the said shares have been
allocated and shail specify in the allocation notice the place and time (being not earlier than
14 and not later than 28 days after the date of the despatch of the allocation notice, which
shall be specified therein) at which the sale of the said shares so allocated shall be
completed.
(h)The vendor shail be bound (upon payment of the purchase price due in respect thereof)
to transfer the shares comprised in the allocation notice to the purchasing members named
therein at the place and time therein specified; and if in any case the vendor after having
become bound as aforesaid makes default in’transferring any shares the Company may
receive the purchase price on behalf of the vendor, and may authorise some person to
‘execute a transfer of such shares in favour of the purchasing member. The receipt of the
Company for the purchase price shall be a good discharge to the purchasing member. The
Company shall forthwith pay the purchase price into a separate bank account in the
‘Company's name and shall hold the purchase price and any interest earned thereon in trust
for the vendor.
(i) Subject to paragraph 6(a) the pre-emption provisions in paragraphs 6(b) to 6(h) may be
waived with the prior consent in writing of all the members of the Company for the time
being. {J) During the 6 months following the expiry of the period of 21 days referred to in paragraph
(f) of this article the vendor shall be at liberty, subject nevertheless to the provisions of
paragraph (a) of this article, to transfer to any person and at any price (not being less than
the price fixed under paragraph (c) ofthis article) any of the said shares not allocated by the
directors as aforesaid.
GENERAL MEETINGS AND RESOLUTIONS
7. In regulation 46 sub-clause (b) of Table A ‘one member’ shall be substituted for the
words ‘two members’.
8. Regulation 40 of Table A shall be read and construed as if the words ‘at the time when
the mesting proceeds to business’ were added at the end of the first sentence.
9, The directors may specify in respect of any meeting of the members in the notice
convening the meeting that duly executed instruments of proxy and forms of appointment
permitted under section 375 of the Act may be deposited at the registered office of the
Company or at such other place as may be specified in the notice convening the meeting or
sent by facsimile at any time before the time appointed for the meeting and in such
circumstances regulations 56 and 62 of Table A shall be construed accordingly.
VOTES OF MEMBERS
40. In regulation 54 of Table A the words ‘or by proxy’ shall be inserted after the word
‘person’,
‘SINGLE MEMBER STATUS
14.(@) For such time (if any) as the Company is a single member company and
notwithstanding any provisions to the contrary in these articles of association, the Company
shall be permitted to function with one member and these articles shall be interpreted
accordingly.
(b)Pursuant to the provisions of section 370A of the Companies Act 1986 as inserted by the
‘Companies (Single Member Private Limited Companies) Regulations 1992, one member
present in person or by proxy shall constitute a quorum at general meetings for such time
that the Company is a single member company.
DIRECTORS
12. Unless the Company in general meeting determines otherwise, there shall be no
‘maximum number of directors; the minimum number of directors shall be one.
13, In addition to the provisions of regulations 65 to 69 of Table A an appointment of an
alternate director may also be revoked at any time by a resolution of the directors or by an
‘ordinary resolution of the Company in general meeting.
14, The last two sentences of regulation 79 of Table A shall not apply to the Company.
15. The Company may by ordinary resolution appoint a person who is wiling to act to be a
director either to fill a vacancy or as an additional director.
16. The office of a director shall be vacated if he becomes incapable by reason of illness
or injury of managing and administering his property and affairs, and regulation 81 of Table
A shall be modified accordingly. 17. _In addition to the aforesaid and for as tong as a majority of the equity share capital of
the Company is beneficially owned by another body corporate or a majority shareholder, the
directors of the Company or any of them may at any time or from time to time be appointed
and removed by that body corporate or majority shareholder by a notice in writing signed by
the majority shareholder or an authorised officer of that body corporate on its behalf and left
at or sent to the registered office of the Company. Such appointment or removal shall take
effect forthwith upon delivery of the notice to the registered office of the Company or on
such later date (if any) as may be specified therein,
48. Notice of any meeting of the directors may be given by telephone and regulation 88 of
Table A shall be construed accordingly.
19. The following sentence shall be added to regulation 89 of Table A:-
“any director or alternate director who attends a meeting of the directors by telephone or
other conference facility shall be deemed to be personally present at such mesting for all
purposes ofthe articles and shall be counted in the quorum accordingly."
20. In the event that only one director holds office such sole director shail have authority
to exercise all powers which are provided by the regulations of Table A or these articles.
21. In the event that, as a result of the death of a sole director who is also the sole
member, the Company has no members and no directors, the personal representative(s) of
such deceased member may by notice in writing appoint a person to be director of the
‘Company. Such appointment shall be as effective as if made by any other means allowed
for the appointment of directors under these articles.
22. Subject to the provisions of section 317 of the Act a director may contract with and
participate in the profits of any contract or arrangement with the Company as if he were not
a director. A director shall also be capable of voting in respect of such contract or
arrangement, where he has previously disclosed his interest to the Company, and may be
counted in the quorum of any meeting at which any such matter is considered. Regulations
‘94 and 95 of Table A shall not apply.
POWERS AND DUTIES OF DIRECTORS
23, The directors may at their own discretion and upon such terms in all respects as they
think fit raise or borrow money for the purpose of the Company's business and may
mortgage or charge the whole or any part of the assets and property of the Company
(present or future) including its uncalled or unissued capital, and may, subject to the
provisions of section 80 of the Act, issue debentures, debenture stock, mortgages or other
‘securities whether outright or as security for any debt, liabiity or obligation of the Company
‘or any third party.
INDEMNITY
244a) 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, including any
liability incurred by him in defending any proceedings, whether civil or criminal, in which
judgement is given in his favour or in which he is acquitted or in connection with any
application under section 144 or section 727 of the Act in which relief is granted to him by
the court, and no director or other officer or auditor shall be liable for any loss, damage or
misfortune which may happen to or be incurred by the Company in the execution of the
duties of his office or in relation thereto. But this article shall only have effect insofar as its
provisions are not avoided by section 310 of the Act.
(b)The directors shall have power to purchase and maintain for any director, officer or
auditor of the Company insurance against any such liability as is referred to in section
310(1) of the Act FIRST DIRECTOR AND SECRETARY
25. The first director and secretary of the Company shall be the persons named as such
in the statement delivered under section 10 of the Act. Name and address of subscriber
Punjab National bank
7 Bhikaji Cama Place
New Delhi
India
110056
Ee
Dated the 13 April 2006 Table A trecoupaues act 1905
Regulations for Management
of a Company Limited by Shares
(as presorbed by regutons {e805 S185) (as arrended by 510521 85) made under s8 CA 8S, (as amended by £3373 Si 2000) and ho
{Cals Elecrni Communica) Crier 2000 ad rept below species fo)
INTERPRETATION
1. Inthese reuaons
“tne Act means be Compaies Act 985 Ieuan ey story maton or reenactment thereof the be begin form,
“Whe Ath means the ais of he company,
“elar days rebon tbe prod of a nokce means hat prod excding the day when he ne igen or doemed oe gen and ne
day for wich t gen oron which tis to ae elec.
“communicalon meas the sae as nthe laconic Cormenicatons Act 000.
“slectroaie communieaton means he same ine Eecsnic Cmmunioaons Ae 2000.
“execute relies ay made of execiton.
“offi maar the read fc fe conny.
‘te bolder reo stars means the mer whose name ertred inthe register of menbers asthe holder of shores.
“the seat means the oatnon sea ofthe company.
‘zecrelar/ means the Seeley ole company or any ober person appointed to perf the dues of he Seay of the company
‘nein ait assistant or cepy Secretary
“Ye Untied Kington’ means Great Ban and Nocera,
Unless the contet oni reques, words or expressions contd in these regulations bear fe some meaning as in the Act but
‘icing any statonymodeaon rena n foc when these regulars become Bnd on the covery.
‘SHARE CAPITAL
2. Subject tothe proviso the Act nd wits prejticn to any rights tached fo ay extn stares any stare may be sued wih
‘such rights or resbicons a he company may byenary recohiSon defen.
3 Subject the provson cfhe A, hares may bolesuod which are tbe radcered or are tbe ble be roan a the pon of
‘he arrgany ore hoe crsuch land such manner a maybe proved bythe ries,
4 The company may exrsse the powers ol paying coneisians confoed bythe Ac. Sujec i he provson ofthe Ac ary sot
‘omission may be sasted by tne payment of ca rb ta alent of fy opty pid shares cr party In one way and party ine
ote:
1B Bxcept as required by tow, no person shal be recognised by fe company as hoiing any share upon any tut nd (cept as
titers pote by he ecesorby lw) te compa she nal be Baud by 0: ecogniee any nies many share exept an abso
Fgh the etre thera! nthe hole.
‘SHARE CERTIFICATES
{Every member, upon becoming the hero ny shaves, stl be eed witout payment oon cal ore the shares ofeach
‘Sass held by hi fan upon tonseing pat fs hoki of shares of ary dass, cert fr tho bance of such hong) of
‘evel eras each for ene ce moe ols shares upon payment for every cacate a the fst of such reasonable sum asthe
‘Grecora may deomine. Ever cricale hal be seced wh seal and shal spot the rber, es are singushirgnunbes (t
fry) ol th shares hich elas and he aroun or respecve mun yaid up ferenn The carpany shal ot be bound fo ste mote
tha oe create fr shares hela oy by several persons and every oa cutcale one hake shal be asuient deve fo
allem.
17a share cerca daca, won-ou str desbyed, may be renewed on such rms (ary as to evdencn and dem end
payment ofthe expenses reasonably cured by he company iniesigatng evidence este dreds may determin but obese Fee
{feharge, and (inte eae of efceman or weer con doivr up cf he ol cnca.
UEN
'8, The camany shal hve 2 fist and paramount en on every share (ro being fy pl char) for af meno (wheter presanty
poble oro) payable aed me o calla respect of a care, The decors mayo ny tne decre ary stot bo whaly on
Fal exorp tom he provisions of is eqn. The compar’ en ona share shal extend to any amour payee in eapoct of
8 The company may sel i sth meme’ asf drecosdoierine any shares on which the compry fas aon Ha som in respect of
vic th len xs s present payable ae nl paid win Isten cnr day’ ater noe ke boon gon fo the older oh chore or
{De porn eid to hin consequence ofthe dea or bankrupt ofthe hake, demending payment and stargate notice not
‘compfod wi he shares maybe sai.
{0 To gve ei to a sele he drecers may auotse sone pes to execte an inument of tener ofthe shares edt, orn
‘czordaten wih fhe drecSons othe purctasr. The te of he Carsfoe i fe stares shal et be afeded by any iopunty in or
imvaiy of th poeadegsin ference te sale
4. The net procods ofthe sale, ter paymont of casts, stallbe apla h payment of so mh of fe sum for which ie fen xs at
' present payable end ary rsive stl (upon saree to ie compay for canta of the eat foe shares sald and subjoct
etsy mnt re een nb Daa abe pin pon ee ese
cao the sale.
CALLS ON SHARES AND FORFEITURE
12 Subject othe toms of ater. te decors may make cts won he members in respect of ay moneys upd on tak shares
{wether in espct ofa va or prin) ant each meer stl (sje reeking alas foutoon car days noice speciyng
(then and vere pay & to be made pay te Oompany as equred bythe ele the amount ald cn his shares, A call may bo
reuiod to be pity instamerts A col ray, bel eet bythe compar of ry sim due therender, be revoked in ual pat and
payment ofa eal may be postpered in wha or gai. A person upon wm a cali bade shall remah fable for cals made poo hin
Fowibstondng he stsenient barter of shares spect wieteo thecal was nade.
{7 A cana te dosed heveboon made at ne hen he eslvtin ole decors euhoising th cal was psoed.
{A Thejonthlders fa ear shal bein andsoveray Bale pay lcs reaper Bere. 15; call remains unl ster thes become duo and payable he prs for whom Lis de and payable shal pay ret on he
‘aroun unpaid fom edo becae due and pale u's pid at heat fed y the teas ol aokont fhe share oi te cia
‘tthe calor, no eles fd, lhe appropiate (as dared bythe At} bute decors may wave payment the rest who oF
inpat|
1. An amount payable in vespec ofa share on alloment oa any fred data, wher in respact of rial vlve or pei or as an
insiament a cal shal be deco tbe a calland #1 nol pai he pours of ta eries shal apply as that aroun tad been
ue ana payable by vita ofa cal
{7 Subject be tems of alot, he decors may make arengaents on te fase of shares fora derance blween fhe hdr in
tho erin end tines of payment of cals on thet shares,
{1 a cll remahs unplé ater i has became cue and payable the recs may give fo the person fom whom hs de nol ss than
fearon sear day’ ree requeng payment of te amount urpail ogther wits ay intrest which may have asued, The notce sho
fame the place where payment so be made and sl slate Dat The note ot compe wih he shares in rspod of which Be ca
‘wos ma wile fable bo fret.
{Di the noo ot compled wt any share fn esext of which was gen ay, before the payment equ by the nce has bean
trade be flsd y a reson ofthe dacs and to fale shal ince all ddendsor cher monies payable in respect of ho
feftd shares and not pal Deore te feet.
20. Subject bth provions ofthe Ac fortsted share may be sl, wetted o oerwse deposed oon such ems and in such
‘manners te dretrs detaing eer Wo th person wto was elo the feu fe hier or any fer peron anda any tine
Dott sl, ealment or abr dspeston, be etre may be cancel on uch mss the decors think. Were fr be pupaces
{lis dispel a fff shore ff be ansloed to any person the circle may abot sme person to exes an istrment of
tonslarof he share at person.
21" A person ary of whose sares have teas ferotod stl coae to bea meer in respect ol hen and shal surender he Company
fox concetaton bo cerca forte sar fred but shal rena fable fo he company fo al moneys wich atthe date of folie
were presenty payable by him tothe company respect of tose shares wih inert at fata a which intrest wes payable on fase
Toneys bol hs oie ona interest ea so payable, tthe appropri rl (2s dened inthe Ac) to to ci cl frie i
‘yma bul the Gredoss mey wabe payment wholy or arto enforce payment wiout any aowence fr tho value ofthe shares a he
{ine of fete or for en consideration recived on hi isposa
{2A staulryderdraon bya decor oto eocetay fat a shar has ben fled on a spect dae stl be conve enidenoe of
‘he acs sled in as agar el persons cling fo be end to tho ehae and the cecaraton sal (upto the execaon ofan
Tnsbumet ol trsierf neces) Const good Bo tthe share andthe person fo whem te shares deposed of stil ot be bound
{0 sot fhe appfcaton of ho curren, # ay, ner ea his We to the stare be alectad by ny Ieguriy in or vay of fe
‘rooeedgs in rerencs the fore or penal lhe share,
‘TRANSFER OF SHARES
23, The ineturent of tare fa share may be nary usual form orn any ter form which the decors may opprove and sal bo
‘xc by oron beh of testo and ties he share ily pal, by ro behalf he rns.
“He The écetrs ay r]tse fo etre rarer of share which no ly pd to person a wha they do ot opprove and hy
‘oy refuse frog ho tansfr of share on wich he company has en They may ao relue regio ons ws
{)” etedged a aoe ret such oer place s fe rectors may eppoa andl accompa ty the cerca for th hart whch
Teas ana such ober evidence 2s tn decors my rasoraiyrequl to show teria f te tanseror ake tho tance,
1) ln repectof onl one cas of shares; and
©} Bin favour af more hen four anstores,
1. ithe doer rset eter a trans ofa shar, they sol weno mons alr the dale on wich he anser was lodged wth
{he componysondtoha tance ino refs,
25 The elcobon ol tacts f shares of nets fay cass of shares ay be suspend at such es and osc psig (ot
exceeding 30 das in ry yeas) asthe drectos may coin
57 Notes sellb charged fe eisttn of any instar of tans or ober document lating fo or afetng the ao any sare,
26, The company thal bo ented robin any etunet of Yasir whichis regsieed, bul any ierument banter which the directors
‘hse to register sat be rkimad to he person ong when nation of te refesalis hen
‘TRANSMISSION OF SHARES
2 ta member des the savior suas where be was apt heer, ad is personal epresntaves whew he was a sole noierar
the ont surrender, sal be he only pessons recognised by fie company as hag any fois nest but ring hereh
‘ovtaned sha lease fhe esate of deceased member fom any Eably ln respect cf any shae whi had boon ont hk by him.
530. A person becoming ented shar fr Consoquence ofthe death or barpcy of a unber may, upan such vende beng
produced asthe drecrs may popetyreqie, eet eer to became be ole ofthe stare or evo soma person roid by hit
‘ogétord es he raster. he elo fo become the er he sal ge noice W be compar tba ofc. the elec o have anotee
‘Dowon moist e shat execs en insane of taser of te share tha peaon. lhe aes relaing to fe banter of shares shat
Epp b te noe or nstunent of raster os ware an hstuver of nsler execu by the member and tho doth or ankrpcy of
tho momboc had not ood
51, A poson becoming ered share consquence ofthe dec orkenupy ofa meber shal hve the iho which ho would
‘yo ented ie wer the Mote of fe sha, except at he shal ol, tee being registred asthe holler of he sre, be end
‘oped ato or vote at ey teen of Be oampary ol any spats meeting ofthe Hotes of ry ces of shares inte
company
ALTERATION OF SHARE CAPITAL
‘32. The company may by rary reslon-
23) cease ts share capt by new shares ol such aunts the esluonprescibes
1) corso ae dhide alo any of share cag in shares of lager noun ants eitng shares,
}_ subj th provtons of ie Ac sudhide fs shares o ay ofthe, ni shares of Safer amount and fe reskin may
uterine Bat, 28 between fa shares resting fom te sub-dson, any of hem may have any pcerence or advange as compared
wine oer and
(cave shares wich, athe dats fhe passing othe resolilon, have et been anor aren to be ake by any person and minh
‘he amount of sham capt by fhe at othe shares 30 canceled. 3, Whenover as 2 reso a consliaton of shares any mebers woud Recae ened o factors ofa share, the dretors ay, en
eho theco members, sl th shares represenng he facrs forte best rice resonatiycishable fo ay person (ecg sujet
bike provisions ofthe Act fo company) and dbus the nel proceeds of slain oe proporton among those mena, and he deco
‘ay autores some poron fo exc snintrument of tants ofthe shares, orn aczortance wih fe recon of purchase. The
‘rnslere shal not be turd tn S00 tho aptition ote purctase money nor shal his Geto the shares be aioe by any iegurly
‘or aly of procoedings in reraoe tthe soe.
{4 Subject be provisions of Be Aa, the capany may by sped elon roduc its share cpl any capital edempon reserve and
‘any shar premium acourtin any wey.
PURCHASE OF OWN SHARES
2, Subj ote proven of fe At, be comany may purchase Is om shares (ach any redeemable safes) and ts a pate
‘conga, mako a payment in respect ofthe redemption o: purctase of own stares oerwsa han ou of estibuble profs of he
‘company or fo procads of sh ssue of shares,
GENERAL MEETINGS
136, Algeneral mestigs otk than anuel general metogs sha be calles extacnnay general meetings.
5. The arecios ray call goer meetings and, on the recusiton of menbers pursuant tke geovsons of the Act, shal erty
[ooeed to eomvene an exraortnar genaral moctng fo ada ot ar an ih weeks alr reel ofthe reqs. ere are at
‘win he Unies Kingdom sunt recs f cal a general meetg, any drecor or any member ofthe comay may call a genes
‘moot.
NOTICE OF GENERAL MEETINGS
28, An annual general meat ae en cxtaneSnay gener mesng coed fre passing oa special reson or reslion eppining
‘a peton asa reco shal be called by al less 1 Gear dye roo. Al oar eanrdnay general meoSngs shal be caled by atleast
teen dec day noo bul a general meeting ay be calle by shorter noes so agred-
fa) nthe case of en annul general mectrg, yal the mbes erie to atin and volo here and
1) te cae of any oer weet bya malty in sumber of fe members hag aright ton and vole being a meptytegetor
aking tess than nae perce. nomial vie oe shares ohvng that ght
‘The note sal spect Uo tne ard place of to meeting and the general ature of te busines tobe ransacted an, nthe aoe ofan
‘annual general meaing, shal spect the meer as such
‘Subject tho provisos of tears and lo any restos inosed on ay shares, fhe nofce aha be given oa he member to all
persons ent ba char in cosexuence of he dsah or bankrupt ofa mabe and tothe decors and audio,
5p, The azide olson gve ne of @ meeting to, rhe norecep tno ofa ecg by, any person ened fo csv noo
shal not ate be proces al hat moat,
PROCEEDINGS AT GENERAL MEETINGS
40, No buts chal be tanactod a eny mootrg uress a quorum s prsen. Two parsons ented fo vote upon the buses o be
‘rasoced each beg @ member ora pray fora member a3 diy aubodsot representative of copra, stailbe a quam,
{7 I'such 9 quorum not present win hal an taut om Oe Une apoio for he eating, or éurhg a mesing sich a quran
‘coices tobe present the meetg sal stand ajoumed oo sae day the nxt week ale sare ne and place oro such ne and
faces the Greco ay determine.
42. The chaimon f eny. of the board of drecos orn bis absence sone ober decor nominated by fe dec stall resi 2s
Caiman of fe moetng, but rather tho cman oe sch ctor decor (¢ any) bo present wii 15 mines aor fe ine spoon fr
hoki he moeing and wig to ere drocos pron hal elot one of rer number be caiman and, ere ony one decor
presen ar wig tad ho sal be caiman.
{23 droctr wig ac as hman, ri vo deers procont win 18 mints afer hein eppcntas for hkdng the meeting,
‘he members preent and nied vol shal chooo ene oft nusbor obo csknan,
‘4, Adiectr shall notistrdng that he knot meni, be ened to stand and speak a any gener! meeting anda any seperts
‘nicely of the holies of any clas shares the copay.
45, Te chakmen may, wh Be oat of © moaing stich» quorum i present (and shal fs doce bythe meng), eeu the
‘mod rom ine fe an om place o plac, bua buses shal bo ansaid at an doomed meeting ober bun bisness which
‘might propery have been bansaced at the mooing had fe adourment atten place, When 8 mean & adumed for 14 day er
‘noe atest seven cea’ days nce shal be given specing the ime and place of be ajouned meeting and te general nat of ho
tushess fo be bansated, Obese 2 halo be necessary fo ge any such otc.
145, A resoiton pu to te vol of @ maz shall be deced ona show of hands uns before, or cn fo dearaton of esa ie
‘how of hands a polis duly demanded, Subject he provisions ofthe Ack apo may be demanded
2) bybectaenan:or
1) by atleast two meres tavio he ight vote atthe meeting:
‘9. byamenber or rebes rpreserting notes han one-one tol voting Highs oa the members having the right ole atthe
‘meeing or
by 8 member or menbers bolihg shares config argh wooo the meethg eng shares on wich an sggrgalo sum has been
‘pat up emt bn es that nee of be nl sur pal ponte shares conferng fal igh end dena by operon os pray for
‘mob shal be fe same as aderand by the mbar
47. Uns polis éuy deranded 2 dedaratin by the chaman thal. resolson has been cared or cared uneninousy, of by 2
pater ry, or bt ont cated bya particular maby and an eny ota ecin te mies of fe motng shal be conve
{vienc of he fat wi oat the undo propane ves recoded in favour of or agains reson,
48, The demand fora pol ray, bore the pos taker, be witawn but ony wi te corsent of the cman and a domerd 90
vhoraun st note ken ave rveidtel he esl oa show of hands dactaed before the demand wes made
49. A pol shal be tkan as he caiman dec and e ay appl sheers (vo need not be members) and fi te and place for
peor al he fencers ois spar 2a ceca nhs absence bt sal ot be ened to rece ay remuneration rom
the company fortis serves as an atemate decor. But it tal nat be necessary ge roe of such e meeting to an aerate rector
whois absent fom ho Uniod Kingdon.
F, Analtoma dre stall cease be an atemate cect Whe appoint coases tbe a dec, bu i dretor ei byron ot
‘tiervoe Buti eappeited or deemed fo have been reppohies a he meoing at which heres, any eppninent of an atte
‘recor made by him whe wasn fs knmeite ior toi retrement sal conn fei reeppoinient.
{8. Ary appohimert or ora ofan stra Goc shal be by notea to the company sined by he Secor making or revcking the
‘enpoknnent rin any oer maner approved by be decor.
B Gove a3 oberwe proved fares, an afemave draco ha be deemed frat purses tobe a dre and shal elon be
‘penis om st and delat and ho shal ct be deemed ob he agent of he der apoining|
POWERS OF DIRECTORS:
70, Subject the provsons of the Act be mearondum andthe ates endo any ceotone gen by spel esclton the busines of
‘be company skate managed byte drecors who ray exsse al the powers ofthe company. No ttn of fo memorandum
rides and o sch ecton sha vats any prac fe aecos which woud have ben vif fet toraon hod rot been mae
‘rth drocton had ot been gen. Te powers van by fis reuaon shal not be ned by any specel power given to he des by
‘De rte anda rneatg of acs a which a quorum preson ayexerse al pve exerczab by he drei.
‘7 The decors may, by power of attey of ctense, appt any person to be tha agent ofthe company for such purpaoes and on
‘ich candor ey deeming ting autor forthe agent to delogal al or ary is pow.
DELEGATION OF DIRECTORS’ POWERS:
72, Te deco may deogats any ofthe power bo any commis consising of one or more dec. They may so dea to any
‘ranaging Gre ry deo: hod any cher exe oce such of he power e hy conser ese tbe execsed by hin.
[By svc dlegaton maybe made sje o ay conden be drecrs may inposo, nd oe otra wih ort tie xcs of he
‘bem power and ry be evoed or ated. Sutjec fn any suc conditions, the proceedings of comnize wih wo or more members
Stal be govemey ha ries regain te proceaings dress sof 9 fey are capable of apy.
APPOINTMENT AND RETIREMENT OF DIRECTORS
J>. Atbofistanmual goreral meting al be drectr shal rar ron oie, and at ever subsequent annua general moeing neh of
the dreoore who oe sje refnet by rotation or, # her ruter i nat fre ora multiple of tres, he eunber nearest to one-id
‘halve fom of but are only on doctor whois subject io retrenentby rotate, ne sha os
Ja Sabie othe proven of be Ad he decors to ew by roaon stl be tize who have been lrgest in ofice since the lst
Zopotnent or eappontment bla bebwoen parsons vb Became r were lst reapoirid draco on te same dey hse to etre shal
(Unless they etre ogre aon bemsches) be determined byt
{75 ithe compary, atthe mesing at wich a deer rcs by rin doesnot the vacancy the retng drei shal twig © oc
‘be dose have bean reppahtad unica a fo mening fi esched ol flthe vacancy or unless resokon fr the eeopiinent
lth diets puto the mesing end et
Jo. No person ie han a Gro: ling by aon skalbe appointed wanpinted a dee at any geeral meting ress-
2)” hes woonmendod by be deco:
1} ot ss tha 1 or mare fan 35 car dys befoe the date appoint or te menting, notes exeoted by a mer aud fb vole
tthe meet has been gen fo the compay of fe inion fb propose that pers for eppintment of reapoinnent sing he
etlalar wih wou the wer 2 sppined oF eapoliod, be requlod to be Incued ma the company's regis of deer ogee
‘i noe exec by hat pron of hs wingnes to be acted or respi.
‘7 Notes than seen not mor than 28 cat dae before the den appt fr hating 2 genet meeting noe shal be ven to at
‘ito ae ential fo fecete nace of be meeting of any poson (afer an a decor rig by rtton atthe macnn) who
‘eouraendad by te des for eppolninento eppoiaert asa deco al the meen a insect of whom rice as day been
{ven tbe exipay of he ceri o propose tim at re mostng or appontnentr reappolimen es dec, The noice sal ge Be
ater of at pesson which wad, fhe were ko eppoid or eapplid, be raqured to be icaed inthe compan’ restr of
(sree.
‘Subject 2s sores the company may by onary rezauton apps a peeen who i wig oct obo a recor eer fo a
‘acanc ors an astinal eco and may aloo determine the lato inwhich ary aoal drei ae tre
7B. The decors may apo a person wh wing aco bea reco, ther tla vacancy o as an ain eco, provided that
‘te does not se fe numb decor lo exosed any munber fed by orin accordance wih he aces a he rmum
rumbarof doco. A decor so appohied sell olee ely uth et flowing errual general mestrg and stl nt be ake nto
econ dering the directors who ar to ee by rotation at he meetng cl mapas at such enna genera meeting, be sha
‘acta offen al he concusn thet.
10. Sbjet as ares, a rector who res lan annual genre meting ay, i wing fo ec, bo reappoint! et espe,
ho shat rn ofce une mesg appoints someone ints place, of doesnot dos, unl te end ofthe meetin.
DISQUALIFICATION AND REMOVAL OF DIRECTORS.
8, The fie ofa deco shallbe vaca f-
2)” cases to bearer by vite of ny proviso ofthe Act are became probed by ew ton being a recor, or
1) he beoones beniuot or makes any arergamaet or eompiion wih is ces genera, oF
©} els, of maybe, usr fon mental srr and chr
4) he's elt to basal pursvence ofan sppcaton fr adnison for betent under te Ment Heath Ac 1983 or, n Scand
“an epoicaon for admission under Mena Heath (Sood) Ac 980, ot
I) rovers nade by 2 cut having jude (beter he United Kingdom reoeubare) a mater conoring mental sod for
"is detotin er fr he 2pporimen of reoeker,extorbeis or cher parson i exes powers wih espcti his prone or as of
19) oresigs his ofc by noice othe company of
1} he shal for more tan sk consecubve maths have been absent witout persion of he drectos fron metngs of recs held
‘ur tht pri ar the Greco reso thal is fice be veo
REMUNERATION OF DIRECTORS 182. The decors shat be ented lo such reruneraton a he conpany may by oxSnary resolu detemine and, iss the esluon
provides ohervise, th runeaon sal b deemed io accue rn dy to dy.
DIRECTORS’ EXPENSES
183. To directors may be paid a traveling, Dtel and oferexyenses prope cured by tem in conection wih he atendance at
‘maaings of drectrs oF comastoes of dretors or general mecngs or separate mesings of fe hades of any Gass of shares or of
‘abentrs of ie company or aberwe in connecton wah tbe dschame fhe dues
DIRECTORS’ APPOINTMENTS AND INTERESTS
‘4, Sublet inthe rosin a te Ac, te decors may appoint one or moe ofthe number tothe fice f managing decor erta any
‘fer execute ofce under the company and may en Ip an opremen or sangement wth any Geo for hs employ by tke
‘company or rte pros by Him any serves ouside he scope che onary des of a rca. Any such apofniment, agreement
tlarengement my bo made yon such ee asthe decors detemine and they may remnerte any such deco fr is secs as
‘Bey BK AL Any eppotive ola dretr to an exeetveofie shal ints he cesses obo decor but wibcu rues to any
‘Gain fo damages for breach al fe cana of sre betwen the decor and the company. A managing Gregor anda rector bling
‘ny ober exe offs sat no be ster to retrenent yan.
£3. Sib heprovns of he Ac, and provided a he has dscosed oe creche nature ene extn of any mst resto
Nie are eattstnng is foe
1) may bo a pty fo, o ers hires i, an tansacton or aangeent wih the company arin which the company s oberwise
4) maybe a director or chor oft of, or employed by, or pty to any ensacSn or arrangement wt or oherwise intrest i, ay
bry corpora proroted by th company orn whi Be company cherie nested end
1) sal nl by reason offi foe be acasnabie ta crTgany rany benef wi he devs fom any such fin or emotommentct
{fem ey such Fonction or erangerent rtm any ini nary such body copa and no such Wensactn or arangement shal be
{able be ave on grand any such interest bene.
16. For the purpces of reguionBS-
fa goer rte given fo he drocors that dct to be pared as hang an hires offerte and exten sped ine
tetea any fansacaon or erangernentin whic 2 specie person or das of paso nies sha be deemed tobe a dose
{fat he dredor hs an erst nan suchbansacn ol te nature ad ete so specie and
{an mrt of which a dretor has no now and whist unreasonable expect him to have owe shal not be eae
‘asantiorsto is,
DIRECTORS’ GRATUITIES AND PENSIONS
{7 The dtectrs may prvi beefs, wee bythe payment of gratis or pensions rb insurance orator, fo ary deter who
‘has held bu o long olds any erect aflce © ergoyent wi fe company or wih any body comporatawtich for has baen a
Stbelry ofthe company er & predecessor businss ofthe company o of any such subside, and fr any member of his family
facuég espouse anda ome spouse) ay person who is r was dependent on hin, and may (aswel bel a ater be coates 10
ald such ofce or emma) costo to any fund and py preniursfr he prchaso cr proviso of any sch bone
PROCEEDINGS OF DIRECTORS
3, Subjet to he psn of the ances, th rer may regu thr prosdngs a hey hk A eco may en the Secreta
Axe request of dreor sha, cal a meeting of deer. shall nl be necessary to ghe natn ofa meeting Wo a ceco wo&
‘iver fom Bs Uni Kreyom. QuesSone arg ata msn shal be dosed by aaj of ws Be case cf an equality of wos,
‘be caiman shal have a secad casing vol. A decor who faz an atonal rec shal be ented in th absence ois eppctor
tba seperate won beta of is appitrn ton is om vob.
{2 The quonan fr be tansacton othe business of the decors may bo hed by the draco and ures So od at any oer numb
‘Sale wo. Apron wh ols offs enya en alenats roc shat his apoio not present be crane inte cura
‘0. The amrting dreors or 2 sole canaung drocor may ac nobwitacog any vacances intr mbes, but fh rb of
‘Greco las Ben he nurbe ed este quorum the eonung rectors or deetor may act onl fr he puns of filing vacances or
fcaling a general meeting.
1, The discos may epirt one of her maber tbe the chloran of he boat of draco and may at ay i remove hm fom fa
‘fice Unies he's ung bo, the deta so apple shal prec lever eating of elredos a which hs presen But hee
{Fo dco: hol tat ofce, or ihe Greco holdng kf uns fo preside or snot present win five minutes str tho tne
‘pponiad forte menting, ie decors preset ray appoint oe of number oe caiman of the medtng.
2 sects done by aetna of Grectrs, or ola commie of decor, or by @ person acing a8 a recor sal nobwstaning att be
atewarls dscovetsd bat here was a deecin We appotnan cf any decor fat ary of fem wee dbquatid on Rang af,
‘a0 vos fic, or were ml elled Wo vl, be 8 vad as Ferry such pscon had been duly appoints and was quatfiod and ad
‘conned tbe a ct and had bon end i woe.
15. Arezciion iting signed by el he decors ent orca notin ofa meting of dretr or acon of Gets shal be
3: vad and eect as thd ben passed at a ety of draco ec (a the case may be) a commie o roc cul convened and
el and may cont of saver! doounenls in fete form ech sired by oe o more credo; but a reckon signed by an aera
‘redo need not 980 be sid by hs eppoir and, Ris sed by 2 decor who has eppoittd on atemato cect, Knee wot be
signed by be alomate recor in at copay
Ot, Save as ofetwite povied by the ares a dre shall ro wo a meaing of decors or of a commie of decors on ay
resohtoneocenring a mate in whic he has, cacy rink, a resto ty which s maria nd which confi or may cole
Inth the intrest ef he company unless his lust or Guy arées only becase te case fal win one or mare cf the flowing
pope
realtones to the ging bin af a guaran, sect, orden in respect money lent, or an cbigaton nad by
Fim rte benoit oto campy o any offs sbskiates:
1) te secolen rite fo he ghing ta rd pay ofa quae, secu, or Inder in respect of an obigaton ofthe comery or
ty of suboaros fr wbich be Greco has assed responsi In whol or part and wheter elane or ny wih others undor a
unrante or indoor bythe ging of seca.
3)" area by vib ois sabsobag or ame fo subse fr any shares, debentures or ober secures ol he company of
‘hy of subsidas, ory vit of hia blog, or encig become, 2partcant in Be underring o ub-bnderwing cf an of of
‘ry uch shares, debstures or ober sours by fe crpany or any cfs subsites fr subsaon, purchase of exchenge,
‘the reoulen res fen wey a rrment beefs schone which tas been approved, ors condonal upon eporval, by He
‘Beart of niand Revenue fr tan purposes. For purposes of this relat, an infra a person whol, for any prose of he Act (exc ony stair mofoafon erent
oth fre when his rogaon booms bing ch tbs company, connected wit a Greco shalbe betes an terest off director
td raion an aterale drectr, an lars ois appt sol be tated as an fies of te aemate director witou preten
‘ny ineres teh te alma drecartas ohewse.
5. A recor hol not be cored in tho quo presenta mesing relation ta resolon an whi he isnot ened o vt.
‘5. The campy may by ordinary resoliion spond o relax to ary extent, eter gerealy or respect of enyparcalar mater, ry
pov of he aides prong a decor om voting at a nosing of recs oo commie of cect
{7 Where poscsls are under conederafon eonomirg the apooiniment of wo or more decors 10 ofces or erploymerts wih the
‘corpo ay by export onic he compny i rrstod fe proposas may be ded and casteed i reélaton to each cece
‘Sorat erd (roids be snot rancher raeenpraduce fen van) each of fe creo concemed sal be ened ove ard be
‘outed ine quorum a resect ofeach reolon except hat canoaming his cw opponent.
Ba questo aes ata mecing ol Gears or ofa comin of dct as to fe gh ofa defor to ve fe qeson may, before
fhe cousin ol he men, be relened tote chakmen ofthe moetng nd his rng raion any recor oer han mse be fr
and ona.
SECRETARY
‘8, abject ote povsios ofthe Ack the secretary sal be sppcnted bythe decor for such eel such remuneration and uoon
ch contin as bey may tk i and any crtay 2 appointed maybe removed by te,
MINUTES
400, Troost shal cause mus to bo made n books kept for he pupoee-
2) olllappolntrents cf oficers nade byte drei and
8} etal pocsedngs at meaings oe corey of he haters fay das of shares fhe compary anderen, ant ofenenitees
cot Gedo ekg the names ofthe direc presen at each uch oc,
THE SEAL
{U1 The ea shal nt be use by th euberty freon oro a conmitee of decors aurea bythe decors The decors
Tray deere ho sho stn any neburent i which he esas ace ad unless obese so detormined it shall be signed by a recor
fd by sera or by a second decor.
DIVIDENDS:
112. Subject io the provision of fe Ac te company may by onary resoiion decare dividends in ecmotanca with the reepectve
This of he mentee, bn der shal xed fe ercun recommended he der.
“Tae Subject ths provcions ofthe Ack te decors may aya hides