Kingswood : Comparison of proposed new articles of incorporation for Kingswood Holdings Limited for adoption at 2021 AGM against existing articles of incorporation

THE COMPANIES (GUERNSEY) LAW, 2008

NON-CELLULAR COMPANY LIMITED BY SHARES

MEMORANDUM

and

ARTICLES OF INCORPORATION

of

KINGSWOOD HOLDINGS LIMITED

Incorporated on 15 September 2004

Memorandum amended by Special Resolutions dated 6 May 2014

New Articles of Incorporation adopted by Special Resolution dated 30 September 2019[•] 2021

Registration No: 42316

THE COMPANIES (GUERNSEY) LAW, 2008

NON-CELLULAR COMPANY LIMITED BY SHARES

MEMORANDUM OF INCORPORATION

OF

KINGSWOOD HOLDINGS LIMITED

As amended on 30 September 2019.

1. The Company's name is KINGSWOOD HOLDINGS LIMITED.
2. The Company is a non-cellular Company within the meaning of section 2(1)(c) of the Companies (Guernsey) Law, 2008.
3. The registered office of the Company is situated in Guernsey.
4. The objects of the Company are unlimited.
5. The liability of each member of the Company is limited to the amount, if any, unpaid on the shares held by him.
6. The Company may issue an unlimited number of shares with or without a par value.
7. The common signature of the Company may be either:
8. 1. "KINGSWOOD HOLDINGS LIMITED" with the addition of the signature of one or more officers of the Company authorised generally or specifically for such purpose, or such other person or persons as the directors may from time to time appoint; or
   2. if the directors resolve that the Company shall have a common seal, the common seal of the Company affixed in such manner as the articles of incorporation of the Company may from time to time provide;

as the directors may, from time to time, determine either generally or in any particular case.

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	TABLE OF CONTENTS
1.	DEFINITIONS	1
2.	POWER OF THE BOARD TO ISSUE SHARES	89
3.	SHARE CAPITAL	1011
4.	VARIATION OF RIGHTS	13
5.	SHARE CERTIFICATES	1314
6.	DESTRUCTION OF DOCUMENTS	1718
7.	UNTRACED SHAREHOLDERS	1819
8.	LIEN	1920
9.	CALLS ON SHARES	2021
10.	FORFEITURE OF SHARES	2122
11.	DISCLOSURE AND NOTIFICATION OF INTEREST	2223
12.	TRANSFER OF SHARES	25
13.	TRANSMISSION OF SHARES	2627
14.	GENERAL MEETINGS	2728
15.	NOTICE OF GENERAL MEETINGS	2729
16.	PROCEEDINGS AT GENERAL MEETINGS	2830
17.	VOTES OF MEMBERS	3133
18.	REPRESENTATION OF CORPORATIONS	3336
19.	NUMBER AND QUALIFICATION OF DIRECTORS	3436
20.	ALTERNATE DIRECTORS	3436
21.	POWERS OF DIRECTORS	3437
22.	DELEGATION OF DIRECTORS' POWERS	3537
23.	ACQUISITION COMMITTEE	3538
24.	APPOINTMENT AND RETIREMENT OF DIRECTORS	3639

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25.	DISQUALIFICATION AND REMOVAL OF DIRECTORS	3840
26.	REMUNERATION OF DIRECTORS	3941
27.	DIRECTORS' APPOINTMENTS AND INTERESTS	3942
28.	DIRECTORS' GRATUITIES AND PENSIONS	4143
29.	PROCEEDINGS OF DIRECTORS	4244
30.	RESERVED MATTERS	4648
31.	MINUTES	5052
32.	SECRETARY	5053
33.	THE SEAL	5153
34.	DIVIDENDS	5153
35.	RESERVES	5557
36.	NOTICES	5557
37.	RECORD DATES	5759
38.	ACCOUNTS	5760
39.	WINDING UP	5860
40.	INDEMNITY	5961

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