Legal & General : Proposed Articles of Association - Clean

Non-Confidential

Registered Number: 01417162

LEGAL & GENERAL GROUP PLC

(Articles Adopted on [●])

ARTICLES OF ASSOCIATION

100259/14637 570637045 5 RYO 150421:1125

Non-Confidential

	CONTENTS
		Page
Preliminary	2
1.	Exclusion of other Regulations	2
2.	Definitions	2
3.	Objects	4
4.	Limited Liability	5
5.	Change of Name	5
Share Capital	5
6.	Shares	5
7.	Rights Attached to Shares	5
8.	Redeemable Shares	5
9.	Variation of Rights	5
10.	Matters not constituting Variation of Rights	6
11.	Payment of Commission	6
12.	Trusts not Recognised	6
13.	Suspension of Rights Where Non-Disclosure of Interest	6
14.	Uncertificated Shares	8
15.	Right to Share Certificates	10
16.	Replacement of Share Certificates	10
17.	Execution of Share Certificates	11
18.	Share Certificates Sent at Holder's Risk	11
Lien		11
19.	Company's Lien on Shares Not Fully Paid	11

100259/14637 570637045 5 RYO 150421:1125

Non-Confidential

20.	Enforcing Lien by Sale	11
21.	Application of Proceeds of Sale	11
Calls on Shares	12
22.	Calls	12
23.	Timing of Calls	12
24.	Liability of Joint Holders	12
25.	Interest Due on Non-Payment	12
26.	Sums Due on Allotment Treated as Calls	12
27.	Power to Differentiate	12
28.	Payment of Calls in Advance	13
Forfeiture of Shares	13
29.	Notice if Call or Instalment Not Paid	13
30.	Form of Notice	13
31.	Forfeiture for Non-Compliance with Notice	13
32.	Notice after Forfeiture	13
33.	Sale of Forfeited Shares	13
34.	Arrears to be Paid Notwithstanding Forfeiture	14
35.	Statutory Declaration as to Forfeiture	14
Transfer of Shares	14
36.	Transfer	14
37.	Signing of Transfer	15
38.	Rights to Decline Registration of Partly Paid Shares	15
39.	Other Rights to Decline Registration	15
40.	No Fee for Registration	15
41.	Untraced Members	16

Non-Confidential

Transmission of Shares	17
42.	Transmission on Death	17
43.	Entry of Transmission in Register	17
44.	Election of Person Entitled by Transmission	17
45.	Rights of Person Entitled by Transmission	17
Alteration of Share Capital	18
46.	Sub-Division	18
47.	Fractions	18
Participation in General Meetings	18
48.	Participation in General Meetings	18
49.	Electronic Facilities and Satellite Meetings	19
Notice of General Meetings	19
50.	Omission or Non-Receipt of Notice	19
51.	Changes to Arrangements for General Meetings	20
Proceedings at General Meetings	20
52.	Quorum	20
53.	Procedure if Quorum Not Present	20
54.	Security and Access Arrangements	21
55.	Chair of General Meeting	21
56.	Orderly Conduct	22
57.	Entitlement to Attend and Speak	22
58.	Adjournments	22
59.	Notice of Adjournment	22
Amendments	22
60.	Amendments to Resolutions	23

Non-Confidential

61.	Amendments Ruled Out of Order	23
Voting		23
62.	Votes of Members	23
63.	Method of Voting	23
64.	Procedure if Poll Demanded	24
65.	When Poll to be Taken	24
66.	Continuance of Other Business after Poll Demand	24
67.	Votes of Joint Holders	25
68.	Voting on Behalf of Incapable Member	25
69.	No Right to Vote where Sums Overdue on Shares	25
70.	Objections or Errors in Voting	25
Proxies		26
71.	Appointment of Proxies	26
72.	Receipt of Proxies	26
73.	Maximum Validity of Proxy	27
74.	Form of Proxy	27
75.	Cancellation of Proxy's Authority	28
Class Meetings	28
76.	Separate General Meetings	28
Appointment, Retirement and Removal of Directors	28
77.	Number of Directors	28
78.	Directors' Shareholding Qualification	28
79.	Power of Company to Appoint Directors	28
80.	Power of Board to Appoint Directors	28
81.	Annual Retirement of Directors	29