THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED
NON-CELLULAR COMPANY LIMITED BY SHARES
ARTICLES OF INCORPORATION
of
NB GLOBAL MONTHLY INCOME FUND LIMITED
Registered on 10 March 2011 and
Amended and Restated by wri en special resolu on dated 17 March 2011 Further Amended and Restated by special resolu on dated 27 September 2011 Further amended by special resolu on dated 19 March 2014
Further amended by special resolu on dated 5 April 2017
Further amended by special resolu on dated 8 September 2020 Further amended by special resolu on dated 27 January 2023
TABLE OF CONTENTS | ||
1. | DEFINITIONS | 1 |
2. | INTERPRETATION | 12 |
3. | STANDARD ARTICLES NOT TO APPLY | 13 |
4. | SHARES | 13 |
5. | CLASS ACCOUNTS | 15 |
6. | PRE-EMPTIONON ALLOTMENT AND ISSUE OF SHARES | 17 |
7. | ORDINARY SHARES | 19 |
8. | B SHARES | 20 |
9. | C SHARES | 21 |
10. | COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST | 24 |
11. | DISCLOSURE OF INTERESTS | 25 |
12. | CERTIFICATES AND REGISTER OF MEMBERS | 30 |
13. | LIEN | 30 |
14. | CALLS ON SHARES | 31 |
15. | FORFEITURE AND SURRENDER OF SHARES | 32 |
16. | TRANSFER AND TRANSMISSION OF SHARES | 33 |
17. | ALTERATION OF CAPITAL | 37 |
18. | GENERAL MEETINGS | 37 |
19. | NOTICE OF GENERAL MEETINGS | 38 |
20. | PROCEEDINGS AT GENERAL MEETINGS | 38 |
21. | VOTES OF MEMBERS | 41 |
22. | WRITTEN RESOLUTIONS | 43 |
23. | NUMBER AND APPOINTMENT OF THE BOARD | 44 |
24. | QUALIFICATION AND REMUNERATION OF DIRECTORS | 45 |
25. | ALTERNATE DIRECTORS | 46 |
26. | BORROWING POWERS OF THE BOARD | 47 |
27. | OTHER POWERS AND DUTIES OF THE BOARD | 47 |
28. | POWERS OF ATTORNEY | 47 |
29. | DIRECTORS' INTERESTS AND CONFLICTS OF INTEREST | 48 |
30. | DISQUALIFICATION AND REMOVAL OF DIRECTORS | 50 |
31. | PROCEEDINGS OF DIRECTORS | 51 |
32. | EXECUTIVE DIRECTOR | 51 |
33. | SECRETARY | 52 |
34. | COMMON SIGNATURE | 52 |
35. | THE SEAL | 52 |
36. | AUTHENTICATION OF DOCUMENTS | 52 |
37. | DIVIDENDS AND DISTRIBUTIONS | 53 |
38. | RESERVES | 55 |
39. | CAPITALISATION OF RESERVES | 55 |
40. | ACCOUNTS | 56 |
41. | AUDITORS | 56 |
42. | UNTRACEABLE MEMBERS | 57 |
43. | NOTICES | 58 |
44. | WINDING UP | 61 |
45. | INDEMNITY | 62 |
46. | INSURANCE | 62 |
47. | INSPECTION OF DOCUMENTS | 62 |
48. | SUSPENSION OF NET ASSET VALUE | 62 |
49. | RECORD DATES | 63 |
50. | REDEMPTION OFFER | 63 |
51. SCRIP DIVIDENDS | 65 |
THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED
NON-CELLULAR COMPANY LIMITED BY SHARES
ARTICLES OF INCORPORATION
of
NB GLOBAL MONTHLY INCOME FUND LIMITED
1. DEFINITIONS
1.1 In these Ar cles, the following words shall bear the following meanings if not inconsistent with the subject or context:-
Words | Meanings | ||||||
Administrator | The administrator of the Company as appointed by the | ||||||
Board from | me to | me. | |||||
Admission | Admission of the Ordinary Shares of the Company to | ||||||
lis ng on the Official List and to trading on the London | |||||||
Stock Exchange's main market for listed securi es. | |||||||
AML Legisla on | The Criminal Jus ce (Proceeds of Crime) (Bailiwick of | ||||||
Guernsey) Law, 1999, the Terrorism and Crime (Bailiwick | |||||||
of Guernsey) Law, 2002 and the Criminal Jus ce | |||||||
(Proceeds of Crime) (Financial Services Business) | |||||||
(Bailiwick of Guernsey) Regula ons, 2007 and any other | |||||||
applicable | an | -money | laundering legisla on | or | |||
regula on. | |||||||
Approved Operator | Euroclear UK & Ireland Limited or such other person as | ||||||
may for the | me | being | be | authorised under | the | ||
Regula ons to operate an Uncer | ficated System. | ||||||
approved transfer | Has the meaning given to it in Ar | cle 11.16.3. | |||||
Ar cles | These Ar cles of Incorpora | on as now framed and at any |
1
me altered. | ||||||
at any | me | At any | me or | mes and includes for the | me being and | |
from | me to | me. | ||||
Auditor | The auditor for the | me being of the Company. | ||||
B Share | A share of no par value in the capital of the Company | |||||
issued and designated as a B Share of such class as may | ||||||
be determined by the Directors at the me of issue. | ||||||
Back Stop Date | Such date as determined by the Directors and set out in | |||||
the Specified Conversion Criteria. | ||||||
Board | The Directors at any | me or the Directors present at a | ||||
duly convened mee | ng at which a quorum is present or, | |||||
as the case may be, the Directors assembled as a duly | ||||||
formed commi | ee of such Board. | |||||
Business Day | A day on which the London Stock Exchange and banks in | |||||
Guernsey are normally open for business. | ||||||
C Admission | Admission of C Shares of the relevant class to lis ng on | |||||
the Official List and to trading on the London Stock | ||||||
Exchange's main market for listed securi | es. | |||||
C Share | A share of no par value in the capital of the Company | |||||
issued and designated as a C Share of such class, and | ||||||
conver | ble into such Correspondent Shares, as may be | |||||
determined by the Directors at the me of issue. | ||||||
C Share Surplus | In rela | on to any class of C Shares, the net assets of the | ||||
Company a | ributable to the C Shares of that class as | |||||
recorded in the Class Account for that class. | ||||||
Calcula | on Time | The earliest of: |
- the close of business on the last Business Day prior to the day on which Force Majeure Circumstances have arisen or the Directors resolve that they are in contempla on;
- the close of business on such date as the Directors may decide is necessary to enable the Company to comply with its obliga ons in
2
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NB Global Monthly Income Fund Ltd. published this content on 27 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 January 2023 12:48:08 UTC.