COMPANY NO. 5432915
THE COMPANIES ACT 1985
_______________________________________
PUBLIC COMPANY LIMITED BY SHARES
_______________________________________
ARTICLES OF ASSOCIATION
OF
FERREXPO PLC
(Articles adopted by special resolution on _________________ 2024)
CONTENTS | ||
CLAUSE | PAGE | |
CALLS ON SHARES | 6 | |
14. | Calls | 6 |
15. | Power to differentiate | 6 |
16. | Interest on calls | 6 |
17. | Payment in advance | 6 |
18. | Amounts due on allotment or issue treated as calls | 6 |
FORFEITURE | 6 | |
19. | Notice if call not paid | 6 |
20. | Forfeiture for non-compliance | 7 |
21. | Notice after forfeiture | 7 |
22. | Disposal of forfeited shares | 7 |
23. | Arrears to be paid notwithstanding forfeiture | 7 |
24. | Surrender | 7 |
TRANSFER OF SHARES | 8 | |
25. | Method of transfer | 8 |
26. | Right to refuse registration | 8 |
27. | No fees on registration | 9 |
TRANSMISSION OF SHARES | 9 | |
28. | On death | 9 |
29. | Election of person entitled by transmission | 9 |
30. | Rights on transmission | 10 |
UNTRACED SHAREHOLDERS | 10 | |
31. | Power of sale | 10 |
32. | Application of proceeds of sale | 11 |
33. | Fractions | 11 |
34. | Rights deemed not varied | 12 |
35. | Variation of rights | 12 |
GENERAL MEETINGS | 12 | |
36. | Calling general meetings | 12 |
37. | Notice of annual general meetings and other general meetings | 12 |
38. | Omission to send notice | 13 |
39. | Postponement of general meetings | 13 |
40. | Special business | 13 |
PROCEEDINGS AT GENERAL MEETINGS | 13 | |
41. | Form of general meetings | 13 |
42. | Quorum | 15 |
43. | Procedure if quorum not present | 15 |
44. | Chair | 15 |
45. | Right to attend and speak | 15 |
46. | Adjournments | 16 |
47. | Notice of adjourned meeting | 16 |
48. | Business at adjourned meeting | 16 |
49. | Attendance and participation in different places | 16 |
50. | Security | 17 |
VOTING | 17 | |
51. | Method of voting | 17 |
52. | Procedure on a poll | 18 |
53. | Votes of members | 18 |
54. | Restriction on voting rights for unpaid calls etc | 19 |
55. | Voting by proxy | 19 |
56. | Appointment of proxy | 20 |
57. | When votes by proxy valid although authority terminated | 21 |
58. | Corporate representatives | 21 |
59. | Objections and validity of votes | 21 |
60. | Amendments to resolutions | 22 |
61. | Withdrawal and ruling amendments out of order | 22 |
62. | Class meetings | 22 |
63. | Failure to disclose interests in shares | 22 |
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS | 24 | |
64. | Number of directors | 24 |
65. | Power of the company to appoint directors | 24 |
66. | Power of the board to appoint directors | 24 |
67. | Appointment of executive directors | 25 |
68. | Eligibility of new directors | 25 |
69. | Voting on resolution for appointment | 25 |
70. | Annual retirement of directors | 25 |
71. | Position of retiring director | 25 |
72. | Deemed reappointment | 26 |
73. | Removal by ordinary resolution | 26 |
74. | Vacation of office by director | 26 |
ALTERNATE DIRECTORS | 26 | |
75. | Appointment | 26 |
76. | Revocation of appointment | 27 |
77. | Participation in board meetings | 27 |
78. | Responsibility | 27 |
REMUNERATION, EXPENSES AND PENSIONS | 27 | |
79. | Directors' fees | 27 |
80. | Additional remuneration | 28 |
81. | Expenses | 28 |
82. | Remuneration and expenses of alternate directors | 28 |
83. | Directors' pensions and other benefits | 28 |
84. | Remuneration of executive directors | 29 |
85. | Insurance | 29 |
POWERS AND DUTIES OF THE BOARD | 29 | |
86. | Powers of the board | 29 |
87. | Powers of directors being less than minimum required number | 29 |
88. | Powers of executive directors | 29 |
89. | Delegation to committees | 29 |
90. | Local boards | 30 |
91. | Agents | 30 |
92. | Associate directors | 30 |
93. | Exercise of voting powers | 30 |
94. | Provision for employees | 30 |
95. | Registers | 31 |
96. | Borrowing powers | 31 |
97. | Register of charges | 33 |
CONFLICTS OF INTEREST | 34 | |
98. | Directors' conflicts of interest | 34 |
99. | Directors' appointments and interests | 34 |
100. | Permitted interests and voting | 35 |
101. | Questions regarding director's rights to vote | 36 |
PROCEEDINGS OF DIRECTORS AND COMMITTEES | 36 | |
102. | Board meetings | 36 |
103. | Notice of board meetings | 36 |
104. | Quorum | 37 |
105. | Chair of board | 37 |
106. | Voting | 37 |
107. | Participation by telephone | 37 |
108. | Resolution in writing | 38 |
109. | Proceedings of committees | 38 |
110. | Minutes of proceedings | 38 |
111. | Validity of proceedings of board or committee | 38 |
SECRETARY AND AUTHENTICATION OF DOCUMENTS | 39 | |
112. | Secretary | 39 |
113. | Authentication of documents | 39 |
SEALS | 39 | |
114. | Application of seals | 39 |
115. | Official seal for use abroad | 39 |
DIVIDENDS AND OTHER PAYMENTS | 40 | |
116. | Reserves | 40 |
117. | Declaration of dividends | 40 |
118. | Interim dividends | 40 |
119. | Entitlement to dividends | 40 |
120. | Method of payment | 40 |
121. | Dividends not to bear interest | 41 |
122. | Right to cease sending payment and unclaimed payments | 41 |
123. | Payment of dividends in specie | 42 |
124. | Payment of scrip dividends | 42 |
125. | Capitalisation of reserves | 44 |
126. | Record dates | 45 |
ACCOUNTS | 45 | |
127. | Keeping and inspection of accounting records | 45 |
NOTICES | 45 |
128. | Notices to be in writing | 45 |
129. | Method of sending | 45 |
130. | Notice by advertisement | 46 |
131. | When notice or other communications are deemed to have been | |
received | 47 | |
132. | Notice binding on transferees etc | 47 |
133. | Notice in case of entitlement by transmission | 47 |
134. | Returned communications | 48 |
135. | Validation of documents in electronic form | 48 |
MISCELLANEOUS | ........................................................................................................................... | 48 |
136. | Destruction of documents | 48 |
137. | Change of name | 49 |
138. | Winding up | 49 |
139. | Indemnity | 49 |
PRELIMINARY
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EXCLUSION OF OTHER REGULATIONS
No regulations or model articles contained in any statute or subordinate legislation (including, without prejudice to such generality, the regulations contained in Table A to the CA 1985 and the Companies (Model Articles) Regulations 2008) shall apply as the articles of the Company. - INTERPRETATION
2.1 In these Articles, unless the context otherwise requires, the following words and expressions have the following meanings:
"Acts" means CA 1985, CA 2006 and every other statute from time to time in force concerning companies and affecting the Company (including, without limitation, the Uncertificated Securities Regulations);
"Articles" means the articles of association of the Company as altered from time to time;
"auditors" means the auditors from time to time of the Company or, in the case of joint auditors, any one of them;
"board" means the board of directors from time to time of the Company or the directors present at a duly convened meeting of the directors at which a quorum is present;
"business day" means a day (excluding Saturday and Sunday) on which banks generally are open in the City of London for the transaction of normal banking business;
"CA 1985" means the Companies Act 1985 to the extent in force from time to time; "CA 2006" means the Companies Act 2006 to the extent in force from time to time; "certificated" in relation to a share means a share which is not in uncertificated form;
"clear days" in relation to a period of notice means 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" means Ferrexpo plc;
"company" includes any body corporate (not being a corporation sole) or association of persons, whether or not a company within the meaning of the Acts;
"director" means a director of the Company;
"electronic address" means any number or address used for the purposes of sending or receiving notices, documents or information by electronic means;
"electronic form" has the same meaning as in section 1168 of CA 2006;
"electronic means" has the same meaning as in section 1168 of CA 2006;
"entitled by transmission" means, in relation to a share, entitled as a consequence of the death or bankruptcy of a member, or as a result of another event giving rise to a transmission of entitlement by operation of law;
"hard copy form" and "hard copy" have the same meanings as in section 1168 of CA 2006;
"holder" in relation to shares means the member whose name is entered in the register as the holder of the shares;
"London Stock Exchange" means London Stock Exchange plc; "member" means a member of the Company;
"office" means the registered office of the Company;
"Official List" means the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Act 2000;
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"paid", "paid up" and "paid-up" mean paid or credited as paid;
"register" means the register of members of the Company kept pursuant to the Acts or the issuer register of members and Operator register of members maintained pursuant to Regulation 20 of the Uncertificated Securities Regulations and, where the context requires, any register maintained by the Company or the Operator of persons holding any renounceable right of allotment of a share and cognate expressions shall be construed accordingly;
"seal" means any common or official seal that the company may be permitted to have under the Acts;
"secretary" means the secretary of the Company or any other person appointed by the board to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
"uncertificated" means, in relation to a share, a share title to which is recorded in the register as being held in uncertificated form and title to which, by virtue of the Uncertificated Securities Regulations, may be transferred by means of a relevant system;
"uncertificated proxy instruction" means an instruction or notification sent by means of a relevant system and received by such participant in that system acting on behalf of the Company as the board may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the board (subject always to the facilities and requirements of the relevant system concerned);
"Uncertificated Securities Regulations" means the Uncertificated Securities Regulations 2001; and
"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland.
- The expressions "issuer register of members", "Operator", "Operator-instruction","Operator register of members", "participating issuer", "participating security" and "relevant system" mean the same as in the Uncertificated Securities Regulations.
- All references in the Articles to the giving of instructions by means of a relevant system shall be deemed to relate to a properly authenticated dematerialised instruction given in accordance with the Uncertificated Securities Regulations. The giving of such instructions shall be subject to:
- the facilities and requirements of the relevant system;
- the Uncertificated Securities Regulations; and
- the extent to which such instructions are permitted by or practicable under the rules and practices from time to time of the Operator of the relevant system.
- Where an ordinary resolution of the Company is expressed to be required for any purpose, a special resolution is also effective for that purpose.
- 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.
- References to a "debenture" include debenture stock.
- The word "directors" in the context of the exercise of any power contained in the Articles includes any committee consisting of one or more directors, and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated.
- Powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them.
- No power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation.
- Except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the
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time being authorised to exercise it under the Articles or under another delegation of the power.
- Save as aforesaid and unless the context otherwise requires, words or expressions contained in the Articles bear the same meaning as in the Acts but excluding any statutory modification thereof not in force when the Articles become binding on the Company.
- References to a document being executed include references to its being executed under hand or under seal or by any other method.
- Unless the context otherwise requires, any reference to "writing" or "written" shall include any method of reproducing words or text in a legible and non-transitory form and documents or information sent or supplied in electronic form or made available on a website are in "writing" for the purposes of the Articles.
- Save where specifically required or indicated otherwise words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
- Article headings are inserted for ease of reference only and shall not affect construction.
- References to any statutory provision or statute include any modification or re-enactment thereof for the time being in force (whether coming into force before or after the adoption of these Articles) and all orders, regulations or other subordinate legislation made thereunder. This Article does not affect the interpretation of Article 2.11.
SHARE CAPITAL
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LIABILITY OF MEMBERS
The liability of each member is limited to the amount (if any) for the time being unpaid on the shares held by that member. - POWER TO ATTACH RIGHTS
Subject to the provisions of the Acts and without prejudice to any rights attached to any existing shares, any share may be issued with, or have attached to it, such rights or restrictions as the Company may by ordinary resolution determine, or, subject to and in default of such determination, as the board may determine. - REDEEMABLE SHARES
The Company may issue any shares which are to be redeemed or are liable to be redeemed at the option of the Company or the holder and the directors may determine the terms, conditions and manner of redemption of such shares. - COMMISSION AND BROKERAGE
The Company may exercise all the powers conferred or permitted by the provisions of the Acts of paying commission or brokerage. Subject to the provisions of the Acts, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other and may be in respect of a conditional or an absolute subscription. - TRUSTS NOT RECOGNISED
Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share on trust and (except as otherwise provided by the Articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right in the holder to the whole of the share.
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8. UNCERTIFICATED SHARES
- Without prejudice to any powers which the Company or the directors may have to issue, allot, dispose of, convert, or otherwise deal with or make arrangements in relation to shares and other securities in any form:
- the holding of shares in uncertificated form and the transfer of title to such shares by means of a relevant system shall be permitted; and
- the Company may issue shares in uncertificated form and may convert shares from certificated form to uncertificated form and vice versa.
- If and to the extent that any provision of these Articles is inconsistent with such holding or transfer as is referred to in Article 8.1(a) or with any provision of the Uncertificated Securities Regulations, it shall not apply to any share in uncertificated form.
- Uncertificated shares of a class are not to be regarded as forming a separate class from certificated shares of that class.
- A member may, in accordance with the Uncertificated Securities Regulations, change a share of a class which is a participating security from a certificated share to an uncertificated share and from an uncertificated share to a certificated share.
- The Company may give notice to a member requiring the member to change uncertificated shares to certificated shares by the time stated in the notice. The notice may also state that the member may not change certificated shares to uncertificated shares. If the member does not comply with the notice, the board may authorise a person to change the uncertificated shares to certificated shares in the name and on behalf of the member.
- While a class of shares is a participating security, the Articles only apply to an uncertificated share of that class to the extent that they are consistent with:
- the holding of shares of that class in uncertificated form;
- the transfer of title to shares of that class by means of a relevant system; and
- the Uncertificated Securities Regulations.
SHARE CERTIFICATES
9. RIGHT TO CERTIFICATE
- A person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the register as a holder of a certificated share is entitled, without charge, to receive within two months of allotment or lodgement with the Company of a transfer to them of those shares or within two months after the relevant Operator instruction is received by the Company (or within any other period as the terms of issue of the shares provide) one certificate for all the certificated shares of a class registered in their name or, in the case of certificated shares of more than one class being registered in their name, to a separate certificate for each class of shares.
- Where a member (except a person to whom the Company is not required by law to issue a certificate) transfers part of their shares comprised in a certificate they are entitled, without charge, to one certificate for the balance of certificated shares retained by them.
- The Company is not bound to issue more than one certificate for certificated shares held jointly by two or more persons and delivery of a certificate to one joint holder is sufficient delivery to all joint holders.
- A certificate shall specify the number and class and the distinguishing numbers (if any) of the shares in respect of which it is issued and the amount paid up on the shares. It shall be issued under a seal, which may be affixed to or printed on it, or in such other manner as the board may approve, having regard to the terms of allotment or issue of the shares.
- The issued shares of a particular class which are fully paid up and rank pari passu for all purposes shall not bear a distinguishing number. All other shares shall bear a distinguishing number.
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10. REPLACEMENT CERTIFICATES
- Where a member (other than a person to whom the Company is not required by law to issue a certificate) holds two or more certificates for shares of one class, the board may at the member's request, on surrender of the original certificates and without charge, cancel the certificates and issue a single replacement certificate for certificated shares of that class.
- At the request of a member (other than a person to whom the Company is not required by law to issue a certificate), the board may cancel a certificate and issue two or more in its place (representing certificated shares in such proportions as the member may specify), on surrender of the original certificate and on payment of such reasonable sum as the board may decide.
- Where a certificate is worn out or defaced the board may require the certificate to be delivered to it before issuing a replacement and cancelling the original. If a certificate is lost or destroyed, the board may cancel it and issue a replacement certificate on such terms as to provision of evidence and indemnity and to payment of any exceptional out-of-pocket expenses incurred by the Company in the investigation of that evidence and the preparation of that indemnity as the board may decide.
LIEN
11. COMPANY'S LIEN ON SHARES NOT FULLY PAID
- The Company has a first and paramount lien on all partly paid shares for an amount payable in respect of the share, whether the due date for payment has arrived or not. The lien applies to all dividends from time to time declared or other amounts payable in respect of the share.
- The board may either generally or in a particular case declare a share to be wholly or partly exempt from the provisions of this Article 11. Unless otherwise agreed with the transferee, the registration of a transfer of a share operates as a waiver of the Company's lien (if any) on that share.
12. ENFORCEMENT OF LIEN BY SALE
- For the purpose of enforcing the lien referred to in Article 11, the board may sell all or any of the shares subject to the lien at such time or times and in such manner as it may decide provided that:
- the due date for payment of the relevant amounts has arrived; and
- the board has served a written notice on the member concerned (or on any person who is entitled to the shares by transmission or by operation of law) stating the amounts due, demanding payment thereof and giving notice that if payment has not been made within 14 clear days after the service of the notice that the Company intends to sell the shares.
- To give effect to a sale, the board may authorise a person to transfer the shares in the name and on behalf of the holder (or any person who is entitled to the shares by transmission or by operation of law), or to cause the transfer of such shares, to the purchaser or its nominee. The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity in or invalidity of the proceedings connected with the sale.
13. APPLICATION OF PROCEEDS OF SALE
The net proceeds of a sale effected under Article 12, after payment of the Company's costs of the sale, shall be applied in or towards satisfaction of the amount in respect of which the lien exists. The balance (if any) shall (on surrender to the Company for cancellation of any certificate for the shares sold, or the provision of an indemnity as to any lost or destroyed certificate required by the board and subject to a like lien for any amounts not presently payable as existed on the shares before the sale) be paid to the member (or any person entitled to the shares by transmission or by operation of law) immediately before the sale.
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Ferrexpo plc published this content on 02 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 16:40:06 UTC.