Odyssean Investment Trust : Articles of Association 2021

CN: 11121934

THE COMPANIES ACT 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

ODYSSEAN INVESTMENT TRUST PLC

Adopted by special resolution passed on 22 September 2021

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	INDEX
Heading		Page
PRELIMINARY	1
1.	Articles not to apply	1
2.	Interpretation	1
CHANGE OF NAME	8
3.	Change of name by resolution of the board	8
SHARE CAPITAL	8
4.	Limited liability	8
5.	Rights attaching to Shares	8
6.	Redemption of management shares	10
7.	Redemption of deferred shares	10
8.	Class consents and variation of rights	11
9.	C shares	11
10.	Conversion of C shares	12
11.	Further issues	13
12.	Allotment	13
13.	Redeemable shares	13
14.	Share warrants to bearer	13
15.	Commission and brokerage	14
16.	Trusts not to be recognised	14
17.	Certificated and uncertificated shares	14
SHARE CERTIFICATES	15
18.	Right to certificates	15
19.	Replacement certificates	16
LIEN ON SHARES	16
20.	Lien on shares not fully paid	16
21.	Enforcement of lien by sale	16
22.	Application of proceeds of sale	17
CALL ON SHARES	17
23.	Calls	17
24.	Liability of joint holders	17
25.	Interest on calls	17
26.	Rights of member when call unpaid	17
27.	Sums due on allotment treated as calls	18
28.	Power to differentiate	18
29.	Payment in advance of calls	18
FORFEITURE OF SHARES	18
30.	Notice if call not paid	18
31.	Forfeiture for non-compliance	18
32.	Notice after forfeiture	18

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33.	Forfeiture may be annulled	18
34.	Surrender	19
35.	Disposal of forfeited shares	19
36.	Effect of forfeiture	19
37.	Extinction of claims	19
38.	Evidence of forfeiture	19
TRANSFER OF SHARES	19
39.	Form of transfer	20
40.	Right to refuse registration	20
41.	Notice of and reasons for refusal	20
42.	Fees on registration	21
43.	Information rights and forced transfers	21
44.	Other powers in relation to transfers	22
TRANSMISSION OF SHARES	22
45.	On death	22
46.	Election of person entitled by transmission	22
47.	Rights on transmission	23
DESTRUCTION OF DOCUMENTS	23
48.	Destruction of documents	23
ALTERATION OF SHARE CAPITAL	23
49.	Increase, consolidation, sub-division and redenomination	24
50.	Fractions	24
51.	Reduction of capital	25
52.	Treasury shares	25
VARIATION OF CLASS RIGHTS	25
53.	Sanction to variation	25
54.	Class meetings	25
55.	Deemed variation	25
MEETINGS OF MEMBERS	25
56.	Annual general meetings	25
57.	Convening of general meetings	26
58.	Simultaneous attendance and participation by electronic facilities	27
59.	Notice of general meetings	27
60.	Omission to send notice or non-receipt of notice	28

61. Postponement of general meetings and alternative arrangements for general meetings 28

PROCEEDINGS AT GENERAL MEETINGS	29
62.	Quorum	29
63.	If quorum not present	29
64.	Chairman	29
65.	Entitlement to attend and speak	29
66.	Power to adjourn	30

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67.	Notice of adjourned meeting	30
68.	Business of adjourned meeting	30
69.	Accommodation of members and security arrangements	30
70.	Orderly conduct	31
VOTING AND POLLS	31
71.	Method of voting	31
72.	Chairman's declaration conclusive on show of hands	32
73.	Objection to or error in voting	32
74.	Amendment to resolutions	32
75.	Procedure on a poll	32
76.	Votes of members	33
77.	Votes of joint holders	33
78.	Votes of member suffering incapacity	33
PROXIES AND CORPORATE REPRESENTATIVES	33
79.	Voting by proxy	33
80.	Form of proxy	34
81.	Deposit or receipt of proxy	34
82.	Maximum validity of proxy and revocation of proxy	35
83.	Corporate representatives	36
84.	Validity of votes by proxies and corporate representatives	36
85.	Failure to disclose interests in shares	36
UNTRACED MEMBERS	38
86.	Power of sale	38
87.	Application of proceeds of sale	39
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS	39
88.	Number of Directors	39
89.	Power of Company to appoint Directors	39
90.	Power of Board to appoint Directors	39
91.	Eligibility of new Directors	39
92.	Share qualification	40
93.	Resolution for appointment of two or more Directors	40
94.	Retirement at annual general meetings	40
95.	Position of retiring Director	40
96.	Deemed re-appointment	40
97.	Removal by ordinary resolution	40
98.	Vacation of office by Director	40
99.	Resolution as to vacancy conclusive	41
ALTERNATE DIRECTORS	41
100.	Appointments	41
101.	Participation in Board meetings	41
102.	Alternate Director responsible for own acts	41

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103.	Interests of alternate Director	41
104.	Revocation of appointment	42
DIRECTORS' REMUNERATION, EXPENSES AND PENSIONS	42
105.	Directors' fees	42
106.	Expenses	42
107.	Additional remuneration	42
108.	Pensions and other benefits	42
POWERS AND DUTIES OF THE BOARD	43
109.	Powers of the Board	43
110.	Powers of Directors if less than minimum number	43
111.	Powers of executive Directors	43
112.	Delegation to committees	43
113.	Delegation to individual Directors	44
114.	Local management	44
115.	Power of attorney	44
116.	Powers of delegation	44
117.	Associate directors	45
118.	Exercise of voting power	45
119.	Overseas registers	45
120.	Borrowing powers	45
PROCEEDINGS OF DIRECTORS AND COMMITTEES	45
121.	Board meetings	45
122.	Notice of Board meetings	45
123.	Quorum	45
124.	Chairman of the Board	46
125.	Voting and the Chairman's casting vote	46
126.	Electronic participation in meetings	46
127.	Resolution in writing	46
128.	Minutes of proceedings	47
129.	Validity of proceedings	47
DIRECTORS' INTERESTS	47
130.	Power of the Board to authorise conflicts of interest	47
131.	Interests not requiring Board authorisation	48
132.	Interested Director not to vote or count for quorum	49
133.	Director's interest in own appointment	50
134.	Chairman's ruling conclusive on Director's interest	50
135.	Directors' resolution conclusive on Chairman's interest	50
136.	Relaxation of provisions	51
137.	Definitions	51
AUTHENTICATION OF DOCUMENTS	51
138.	Power to authenticate documents	51

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