The companies Act 2006
Private limited company by shares
Memorandum of Association
Of
STELLAR PHARM, LTD
Each subscriber to this Memorandum of Association wishes to form a company under the companies
Act 2006 and the Commencement of 1st October 2007, and agrees to become a member of the
company and to take at least one share.
Name of each subscriber
Mr ………………………………………
Mrs …………………………………….
Mr……………………………
Authentication by each subscriber
Date 7 Novembre 2023, London UK.
Articles of Association
INDEX TO THE ARTICLES:
PRELIMINARY
ARTICLE 1. COMPANIES NAME
ARTICLE 2. REGISTERED OFFICE
ARTICLE 3. PURPOSE OF THE COMPANY
ARTICLE 4. DURATION OF THE COMPANY
ARTICLE 5. LIMITED LIABILITY
ARTICLE 6 ADHERENCE TO LAWS AND REGULATIONS
PART ONE – SHARE CAPITAL
ARTICLE 7. AUTHORIZED SHARE CAPITAL
ARTICLE 8 ISSUED AND ALLOTTED SHARES
ARTICLE 9 CLASSES OF SHARES
ARTICLE 10 PRE-EMPTION RIGHTS
ARTICLE 11TRANSFER OF SHARES
PART TWO – DIRECTORS
ARTICLE 12 APPOINTMENTS AND POWERS
ARTICLE 13 GENERAL AUTHORITY AND RESPONSIBILITIES
ARTICLE 14 DECISION MAKING
ARTICLE 15CONFLICT OF INTEREST
ARTICLE 16 DIRECTORS’ REMUNERATION
PART THREE – PROCEEDINGS AT GENERAL MEETINGS
ARTICLE 17 CALLING OF GENERAL MEETINGS
ARTICLE 18 QUORUM FOR GENERAL MEETINGS
ARTICLE 19 THE CHAIRPERSON
ARTICLE 20 RESOLUTIONS AND VOTES
PART FOUR– DIVIDENDS AND OTHER DISTRIBUTIONS
ARTICLE 21 PROCEDURE FOR DECLARING DIVIDENDS
ARTICLE 22 METHODS OF PAYMENT
ARTICLE 23 UNCLAIMED DISTRIBUTIONS AND/OR WAIVER OF DISTRIBUTION
ARTICLE 24 RESERVES
PART FIVE - ARRANGEMENTS
ARTICLE 25 COMMUNICATION AND DOCUMENT EXCHANGE
ARTICLE 26 RIGHT TO INSPECT ACCOUNTS AND RECORDS.
PRELIMINARY:
1) Companies name:
The name of the company is Stellar Pharm Ltd.
2) Registered office:
The registered office of the company shall be situated in London, England. The initial registered office
address is 30 Kings Road London E19 4NI and any change of address within the same country shall be
notified to the company’s registrar as per the applicable laws.
3) Purpose of the company:
The primary objective of the company is to engage in research, development, manufacturing and
distribution of pharmaceutical products, medicines, medical devices and related activities.
4) Duration of the company:
The duration of the company is unlimited unless dissolved according to the procedures outlined in the
Companies Act 2006 or other applicable laws and regulations.
5) Limited liability:
The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
6) Adherence to laws and regulations:
The company shall operate in compliance with all laws, regulations and guidelines relevant to the
pharmaceutical industry, including but not limited to health, safety, research ethics and environmental
standards.
PART ONE – SHARE CAPITAL:
1) Authorized share capital:
The authorized share capital of the company shall be 100, 000 £ Divided into 3 shares of 33,330 £
each. The shares may be divided into different classes with specific rights, restrictions and privileges
as determined by the board of directors and in accordance with the Companies Act.
2) Issued and Allotted Shares
The shares may be issued and allotted by the board of Directors to shareholders with such rights and
restrictions as authorized by these articles, and in compliance with the companies act.
3) Classes of shares:
The company may have different classes of shares, including but not limited to ordinary shares,
preference shares or any other class of shares that the directors deem necessary. Each class may have
distinct rights attached to them as determined by the board of directors.
4) Pre-emption rights:
In the event of a further issue of shares, existing shareholders shall have pre-emption rights in
accordance with the provisions set forth in these articles and the Companies Act.
5) Transfer of shares:
The shares of the company are transferable in accordance with the procedures outlined in these articles
and the applicable laws and regulations. Any transfer of shares must be approved by the board of
directors.
PART TWO – DIRECTORS:
1) Appointments and powers:
The management of the company will be vested in the hands of the Board of Directors. The number of
directors will not be less than 2.
The initial directors shall hold office until the first annual general meeting AGM and may be re-elected
or replaced by the resolution at the AGM or in accordance with the procedures established by the
Companies Act. Directors may be removed by an ordinary resolution of the shareholders.
2) General authority and responsibilities
The directors have the power to manage the business of the company, make decisions in the best
interests of the company, and exercise all powers that are not reserved for the shareholders under these
articles or as required by law.
No delegation of power is admitted.
3) Decision making:
The decision is made by an unanimous decision by all directors in accordance with this article. Such a
decision may take the form of a resolution in writing, copies of which have been signed by each
eligible director or to which each eligible director has otherwise indicated agreement in writing.
The directors must ensure that the company keeps a record in writing for at least 10 years from the
date of the decision recorded, of every unanimous decision taken by the directors.
4) Conflict of interest:
If a proposed decision of the directors is concerned with an actual or proposed transaction or
arrangement with the company in which a director is interested, that director is not to be counted as
participating in the decision-making process for quorum or voting purposes.
5) Directors’ remuneration:
Directors may receive remuneration, fees and reimbursement of expenses as determined by the
Company in compliance with the articles and the Companies Act.
PART THREE – PROCEEDINGS AT GENERAL MEETINGS
1) Calling of general meetings:
General meetings of the company may be called by the board of directors or as required by the
Companies Act. The notice of the meeting shall be communicated to the shareholders in accordance
with the notice period of 7 days.
Notices convening general meetings will be sent to all shareholders and any other individuals entitled
to attend, stating the date, time and place of the meeting.
2) Quorum for general meetings:
No business other than the appointment of the chairman of the meeting is to be transacted at a general
meeting if the persons attending it do not constitute a quorum (2/3 of the shareholders). If a quorum is
not present within the specified time, the meeting may be adjourned.
3) The chairperson:
The chairperson of the board is appointed by the board to preside over general meetings. In his
absence, the shareholders present may elect a chairperson for the meeting.
4) Resolutions and votes:
A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is
duly demanded by 2/3 of the shareholders.
An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if
the proposed amendment does not materially alter the scope of the resolution.
A special resolution to be proposed at a general meeting may be amended by ordinary resolution if the
amendment does not go beyond what is necessary to correct a grammatical or other non-substantive
error in the resolution.
PART FOUR – DIVIDENDS AND OTHER DISTRIBUTIONS
1) Procedure for declaring dividends:
The directors may recommend and declare dividends to the shareholders as they see fit, in compliance
with the companies Act and based on the company’s profits and financial position.
A dividend must not be declared unless the director have made a recommendation as to its amount. No
dividend may be declared or paid unless it is in accordance with shareholders respective rights.
2) Methods of payment:
Dividends will be paid to shareholders in the manner specified by the directors, which may include
payment through bank transfer, cheque or any other approved method of payment.
3) Unclaimed distributions and/or waiver of distributions:
All dividends which are payable in respect of shares and are unclaimed after having been declared or
become payable may be invested or otherwise made of use of by the directors for the benefit of the
company until claimed. If 20 years have passed from the date on which a dividend on other sum
became due for payment and the distribution recipient has not claimed it, the distribution recipient is
no longer entitled to that dividend.
Distribution recipients may waive their entitlement to a dividend or other distribution payable in
respect of a share by giving the company notice in writing to that effect.
4) Reserves:
The company may set aside reserves, such as general reserves, specific reserves or any other reserves
deemed necessary by the directors. The establishment of reserves will be in accordance with the
company’s financial policy and legal requirements. The directors decide the utilization of reserves
whether for reinvestment, distribution, or any other purpose.
PART FIVE – ARRANGEMENTS:
Anything sent or supplied by or to the company under the articles may be sent or supplied in any way
in which the Companies Act 2006 provides for documents or information which are authorized or
required by any provision of that Act to be sent or supplied by or to the company.
No right to inspect accounts and other records. Except as provided by law or authorized by the
directors or an ordinary resolution of the company, no person is entitled to inspect any of the
company’s accounting or other records or documents merely by virtue of being a shareholders.
