ARTICLES OF ASSOCIATION
OF
KATORO GOLD PLC
(Company No. 09306219)
Adopted by special resolution passed on 12 June 2020
and amended on 15th March 2023
Contents | ||
Preliminary | ||
1. | Standard regulations do not apply | 1 |
2. | Definitions and interpretation | 1 |
3. | Limited liability | 4 |
SHARE CAPITAL | ||
4. | Rights attached to shares | 4 |
5. | Allotment (etc.) of shares | 4 |
6. | Authority to allot shares and grant rights | 4 |
7. | Deferred Shares | 5 |
8. | Dis-application of pre-emption rights | 6 |
9. | Power to pay commission | 7 |
10. | Power to alter share capital | 7 |
11. | Power to issue redeemable shares | 7 |
12. | Power to purchase own shares | 7 |
13. | Power to reduce capital | 7 |
14. | Trusts not recognised | 8 |
UNCERTIFICATED SHARES - GENERAL POWERS | ||
15. | Uncertificated shares - general powers | 8 |
VARIATION OF RIGHTS | ||
16. | Variation of rights | 8 |
TRANSFERS OF SHARES | ||
17. | Right to transfer shares | 9 |
18. | Transfers of uncertificated shares | 9 |
19. | Transfers of certificated shares | 9 |
20. | Other provisions relating to transfers | 10 |
21. | Notice of refusal | 10 |
TRANSMISSION OF SHARES | ||
22. | Transmission on death | 10 |
23. | Election of person entitled by transmission | 10 |
24. | Rights of person entitled by transmission | 10 |
DISCLOSURE OF INTERESTS IN SHARES | ||
25. | Disclosure of interests in shares | 11 |
GENERAL MEETINGS | ||
26. | Annual general meetings | 12 |
27. | Convening of general meetings other than annual general meetings | 13 |
28. | Separate general meetings | 13 |
29. | Organisation of general meetings | 13 |
NOTICE OF GENERAL MEETINGS | ||
30. | Length and form of notice | 13 |
31. | Content of notice | 14 |
32. | Omission or non-receipt of notice | 14 |
PROCEEDINGS AT GENERAL MEETINGS | ||
33. | Quorum | 15 |
34. | Security | 15 |
35. | Chairman | 16 |
36. | Right to attend and speak | 16 |
37. | Resolutions and amendments | 16 |
38. | Adjournment | 17 |
39. | Postponement | 17 |
40. | Meeting at more than one place | 18 |
41. | Method of voting and demand for poll | 18 |
42. | How a poll is to be taken | 19 |
VOTES OF MEMBERS | ||
43. | Voting rights | 19 |
44. | Representation of corporations | 20 |
45. | Voting rights of joint holders | 20 |
46. | Voting rights of members incapable of managing their affairs | 20 |
47. | Voting rights suspended where sums overdue | 20 |
48. | Objections to admissibility of votes | 21 |
PROXIES | ||
49. | Proxies | 21 |
50. | Appointment of proxy | 21 |
51. | Receipt of proxy | 21 |
52. | Notice of revocation of authority etc | 22 |
DIRECTORS | ||
53. | Number of directors | 23 |
54. | Share qualification and rights concerning general meetings | 23 |
ELECTION, RETIREMENT AND REMOVAL OF DIRECTORS | ||
55. | Election of directors by the Company | 23 |
56. | Separate resolutions for election of each director | 23 |
57. | The board's power to appoint directors | 23 |
58. | Retirement of directors | 23 |
59. | Removal of directors | 24 |
60. | Vacation of office of director | 24 |
61. | Executive directors | 24 |
ALTERNATE DIRECTORS | ||
62. | Power to appoint alternate directors | 25 |
REMUNERATION, EXPENSES, PENSIONS AND OTHER BENEFITS | ||
63. | Directors' fees | 25 |
64. | Special remuneration | 25 |
65. | Expenses | 26 |
66. | Pensions and other benefits | 26 |
POWERS OF THE BOARD | ||
67. | General powers of the board to manage the Company's business | 26 |
68. | Power to act notwithstanding vacancy | 26 |
69. | Provisions for employees | 27 |
70. | Power to borrow money | 27 |
DELEGATION OF BOARD'S POWERS | ||
71. | Delegation to individual directors | 27 |
72. | Committees | 27 |
73. | Powers of attorney | 27 |
DIRECTORS' INTERESTS
-
Directors' interests other than in relation to transactions or arrangements with the Company
........................................................................................................................................... 27 - Declaration of interests other than in relation to transactions or arrangements with the
Company | 28 |
76. | Declaration of interests in a proposed transaction or arrangement with the Company | 29 |
77. | Declaration of interest in an existing transaction or arrangement with the Company | 29 |
78. | Provisions applicable to declarations of interest | 29 |
79. | Directors' interests and voting | 30 |
PROCEEDINGS OF THE BOARD | ||
80. | Board meetings | 32 |
81. | Notice of board meetings | 32 |
82. | Quorum | 32 |
83. | Chairman or deputy chairman to preside | 32 |
84. | Competence of board meetings | 33 |
85. | Voting | 33 |
86. | Telephone/electronic board meetings | 34 |
87. | Resolutions without meetings | 34 |
88. | Validity of acts of directors in spite of formal defect | 35 |
89. | Minutes | 35 |
SECRETARY | ||
90. | Secretary | 35 |
SHARE CERTIFICATES | ||
91. | Issue of share certificates | 35 |
92. | Charges for and replacement of certificates | 36 |
LIEN ON SHARES | ||
93. | Lien on partly paid shares | 36 |
94. | Enforcement of lien | 36 |
CALLS ON SHARES | ||
95. | Calls | 37 |
96. | Interest on calls | 37 |
97. | Sums treated as calls | 37 |
98. | Power to differentiate | 37 |
99. | Payment of calls in advance | 37 |
FORFEITURE OF SHARES | ||
100. | Notice of unpaid calls | 37 |
101. | Forfeiture on non-compliance with notice | 38 |
102. | Power to annul forfeiture or surrender | 38 |
103. | Disposal of forfeited or surrendered shares | 38 |
104. | Arrears to be paid notwithstanding forfeiture or surrender | 38 |
SEAL | ||
105. | Seal | 39 |
DIVIDENDS | ||
106. | Declaration of dividends by the Company | 39 |
107. | Fixed and interim dividends | 39 |
108. | Calculation and currency of dividends | 39 |
109. | Method of payment | 40 |
110. | Dividends not to bear interest | 40 |
111. | Calls or debts may be deducted from dividends | 40 |
112. | Unclaimed dividends etc | 40 |
113. | Uncashed dividends | 41 |
114. | Dividends in specie | 41 |
115. | Scrip dividends | 41 |
CAPITALISATION OF RESERVES | ||
116. | Capitalisation of reserves | 42 |
117. | Capitalisation of reserves - employees' share schemes | 43 |
RECORD DATES | ||
118. | Fixing of record dates | 44 |
ACCOUNTS | ||
119. | Accounting records | 44 |
COMMUNICATIONS | ||
120. | Communications to the Company | 44 |
121. | Communications by the Company | 44 |
122. | Communication during suspension or curtailment of postal services | 45 |
123. | When communication is deemed received | 45 |
124. | Record date for communications | 46 |
125. | Communication to person entitled by transmission | 46 |
UNTRACED MEMBERS | ||
126. | Sale of shares of untraced members | 46 |
127. | Application of proceeds of sale | 47 |
DESTRUCTION OF DOCUMENTS | ||
128. | Destruction of documents | 47 |
WINDING UP | ||
129. | Powers to distribute in specie | 48 |
INDEMNITY AND INSURANCE, ETC. | ||
130. | Directors' indemnity, insurance and defence | 48 |
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Katoro Gold plc published this content on 15 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2023 13:29:05 UTC.