Company Number: 01317377
THE COMPANIES ACT 2006
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
JOHN LEWIS OF HUNGERFORD PLC
(Adopted by Special Resolution passed on 18 January 2023)
CONTENTS
____________________________________________________________
CLAUSE
1. | Exclusion of model articles (and any other prescribed regulations) | ......................................... 6 |
2. | Interpretation | 6 |
3. | Form of resolution | 9 |
4. | Limited liability | 9 |
5. | Change of name | 9 |
6. | Power to attach rights to shares | 9 |
7. | Allotment of shares and pre-emption | 9 |
8. | Redeemable shares | 10 |
9. | Pari passu issues | 10 |
10. | Variation of rights | 11 |
11. | Payment of commission | 11 |
12. | Trusts not recognised | 11 |
13. | Uncertificated shares | 11 |
14. | Share certificates | 13 |
15. | Replacement certificates | 14 |
16. | Lien on shares not fully paid | 14 |
17. | Enforcement of lien by sale | 14 |
18. | Application of proceeds of sale | 15 |
19. | Calls | 15 |
20. | Liability of joint holders | 15 |
21. | Interest on calls | 15 |
22. | Power to differentiate | 16 |
23. | Payment of calls in advance | 16 |
24. | Notice if call or instalment not paid | 16 |
25. | Forfeiture for non-compliance | 16 |
26. | Notice after forfeiture | 16 |
27. | Forfeiture may be annulled | 17 |
28. | Surrender | 17 |
29. | Sale of forfeited shares | 17 |
30. | Effect of forfeiture | 17 |
31. | Evidence of forfeiture | 17 |
32. | Form of transfer | 18 |
33. | Right to refuse registration of transfer | 18 |
2 |
34. | Notice of refusal to register a transfer | 19 |
35. | No fees on registration | 19 |
36. | Other powers in relation to transfers | 19 |
37. | Transmission of shares on death | 19 |
38. | Election of person entitled by transmission | 19 |
39. | Rights on transmission | 20 |
40. | Destruction of documents | 20 |
41. | Sub-division | 21 |
42. | Fractions | 21 |
43. | Annual general meetings | 22 |
44. | Convening of general meetings | 22 |
45. | Simultaneous attendance and participation by electronic facilities | 23 |
46. | Notice of general meetings | 23 |
47. | Contents of notice of general meetings | 24 |
48. | Omission to give notice and non-receiptof notice | 25 |
49. | Postponement of general meeting | 25 |
50. | Quorum at general meeting | 26 |
51. | Procedure if quorum not present | 26 |
52. | Chair of general meeting | 26 |
53. | Entitlement to attend, speak and participate | 26 |
54. | Adjournments | 27 |
55. | Notice of adjournment | 28 |
56. | Business of adjourned meeting | 28 |
57. Accommodation of members, security arrangements and orderly conduct at general
meetings | 28 | |
58. | Overflow meeting rooms | 29 |
59. | Amendment to resolutions | 29 |
60. | Members' resolutions | 30 |
61. | Method of voting and Demand for a Poll | 30 |
62. | Objection to error in voting | 31 |
63. | Procedure on a poll | 31 |
64. | Votes of members | 32 |
65. | No right to vote where sums overdue on shares | 33 |
66. | Voting by Proxy | 33 |
67. | Receipt of proxy | 34 |
68. | No obligation to verify proxy voting in accordance with instructions | 35 |
69. | Revocation of proxy | 36 |
3 |
70. | Corporate representatives | 36 |
71. | Failure to disclose interests in shares | 36 |
72. | Power of sale of shares of untraced members | 38 |
73. | Application of proceeds of sale of shares of untraced members | 39 |
74. | Number of directors | 40 |
75. | Power of company to appoint directors | 40 |
76. | Power of board to appoint directors | 40 |
77. | Eligibility of new directors | 40 |
78. | Retirement of directors | 40 |
79. | Deemed re-appointment | 41 |
80. | Procedure if insufficient directors appointed | 41 |
81. | Removal of directors | 42 |
82. | Vacation of office by director | 42 |
83. | Resolution as to vacancy conclusive | 43 |
84. | Appointment of alternate directors | 43 |
85. | Alternate directors' participation in board meetings | 43 |
86. | Alternate director responsible for own acts | 44 |
87. | Interests of alternate director | 44 |
88. | Revocation of alternate director | 44 |
89. | Directors' fees | 44 |
90. | Expenses | 44 |
91. | Additional remuneration | 45 |
92. | Remuneration of executive directors | 45 |
93. | Pensions and other benefits | 45 |
94. | Powers of the board | 46 |
95. | Powers of directors if less than minimum number | 46 |
96. | Powers of executive directors | 46 |
97. | Delegation to committees | 46 |
98. | Local management | 47 |
99. | Power of attorney | 47 |
100. | Exercise of voting power | 47 |
101. | Provision for employees on cessation of business | 48 |
102. | Overseas registers | 48 |
103. | Borrowing powers | 48 |
104. | Board meetings | 51 |
105. | Notice of board meetings | 51 |
4
106. | Quorum | 51 |
107. | Chair | 51 |
108. | Voting | 52 |
109. | Participation by telephone or other form of communication | 52 |
110. | Resolution in writing | 52 |
111. | Proceedings of committees | 52 |
112. | Minutes of proceedings | 53 |
113. | Validity of proceedings | 53 |
114. | Transactions or other arrangements with the company | 53 |
115. | Authorisation of Directors' conflicts of interest | 54 |
116. | Restrictions on quorum and voting for directors' permitted interests | 55 |
117. | General | 56 |
118. | Power to authenticate documents | 57 |
119. | Use of seals | 57 |
120. | Declaration of dividends | 58 |
121. | Interim dividends | 58 |
122. | Calculation and currency of dividends | 58 |
123. | Amounts due on shares can be deducted from dividends | 58 |
124. | Dividends not in cash | 58 |
125. | No interest on dividends | 59 |
126. | Method of payment | 59 |
127. | Uncashed dividends | 60 |
128. | Unclaimed dividends | 60 |
129. | Scrip dividends | 60 |
130. | Capitalisation of reserves | 62 |
131. | Record dates | 63 |
132. | Inspection of records | 64 |
133. | Account to be sent to members | 64 |
134. | Service of Notices | 65 |
135. | Notice on person entitled by transmission | 66 |
136. | Record date for service | 66 |
137. | Evidence of service | 66 |
138. | Notice when post not available | 67 |
139. | Indemnity and insurance | 67 |
140. | Winding up | 68 |
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John Lewis of Hungerford plc published this content on 08 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2023 09:36:09 UTC.