ProCook : Articles of Association of ProCook Group plc

Company No. 13679248

Articles of Association of ProCook Group plc

Incorporated 14 October 2021

Adopted by special resolution passed on 29 October 2021 (as amended by special resolution dated [●])

CLOUD_UK10187465113

CONTENTS

Clause		Page
	PRELIMINARY	6
2	INTERPRETATION	6
3	LIABILITY OF MEMBERS	9
	REGISTERED OFFICE	10
4	REGISTERED OFFICE	10
5	OBJECTS	10
	SHARE CAPITAL	11
6	STATUS OF NEW SHARES	11
7	CONSOLIDATION, CANCELLATION AND SUB-DIVISION OF CAPITAL	11
8	FRACTIONS OF SHARES	11
9	REDUCTION OF CAPITAL AND PURCHASE OF OWN SHARES	11
10	CONDITIONS CONCERNING REDUCTION OF CAPITAL AND PURCHASE OF OWN
	SHARES	11
	CLASS RIGHTS AND MEETINGS	12
11	CONSENT REQUIREMENTS AND CLASS MEETINGS GENERALLY	12
12	SHARES WITH PREFERENTIAL RIGHTS	12
13	FURTHER ISSUES OF SHARES	13
	SHARES	13
14	COMMISSIONS	13
15	POWER TO ALLOT SHARES	13
16	EXCLUSION OF PRE-EMPTION RIGHTS	13
17	RENUNCIATION OF ALLOTMENTS	14
18	NON-RECOGNITION OF TRUSTS	14
	SHARE CERTIFICATES AND UNCERTIFICATED HOLDINGS	14
19	ISSUE AND EXECUTION OF SHARE CERTIFICATES	14
20	UNCERTIFICATED HOLDINGS	15
	CALLS ON SHARES	16
21	POWER TO MAKE CALLS	16
22	LIABILITY OF JOINT HOLDERS	17
23	POWER OF CHARGEE TO MAKE CALLS	17
24	INTEREST ON UNPAID CALLS	17
25	WHEN CALL DULY MADE AND PAYABLE	17
26	DIFFERENTIATION OF CALLS	17
27	PAYMENTS IN ADVANCE OF CALLS	17
	LIEN ON SHARES	18
28	COMPANY'S LIEN ON PARTLY PAID SHARES	18
29	POWER OF DIRECTORS TO SELL SHARES SUBJECT TO A LIEN	18
30	APPLICATION OF SALE PROCEEDS	18

CLOUD_UK10187465113

1

31	REGISTRATION OF PURCHASER AS THE HOLDER OF THE SHARES	18
	FORFEITURE OF SHARES	18
32	NOTICE REQUIRING PAYMENT OF UNPAID CALLS	18
33	CONTENTS OF NOTICE REQUIRING PAYMENT	19
34	FORFEITURE ON NON-COMPLIANCE WITH NOTICE	19
35	FORFEITURE TO INCLUDE DIVIDENDS	19
36	NOTICE OF FORFEITURE	19
37	POWER TO DEAL WITH FORFEITED SHARES	19
38	CANCELLATION OF FORFEITURE	19
39	LIABILITY TO PAY ALL CALLS MADE PRIOR TO FORFEITURE	19
40	EFFECT OF FORFEITURE ON CLAIMS AGAINST THE COMPANY IN RESPECT OF
	THOSE SHARES	20
41	STATUTORY DECLARATION CONCLUSIVE OF FORFEITURE	20
42	SURRENDER IN LIEU OF FORFEITURE	20
	TRANSFER OF SHARES	20
43	FORM OF TRANSFER	20
44	CLOSING THE REGISTER OF TRANSFERS	21
45	DIRECTORS' POWER TO DECLINE TO REGISTER TRANSFERS	21
46	FURTHER DISCRETION NOT TO RECOGNISE A SHARE TRANSFER DOCUMENT	21
47	DIRECTORS' DISCRETION TO REGISTER UNCERTIFICATED SHARES	22
48	RETENTION OF SHARE TRANSFER DOCUMENTS BY THE COMPANY	22
49	NO FEE PAYABLE FOR REGISTRATION	22
	TRANSMISSION OF SHARES	22
50	TRANSMISSION ON DEATH	22
51	NOTICE OF ELECTION FOR REGISTRATION OF TRANSFER	22
52	RIGHTS OF PERSON ENTITLED TO A SHARE	23
	MEETINGS	23
53	ANNUAL GENERAL MEETINGS	23
54	GENERAL MEETINGS	23
55	POWER TO CALL GENERAL MEETINGS	23
56	CONVENING OF GENERAL MEETINGS	23
57	SIMULTANEOUS ATTENDANCE AND PARTICIPATION BY ELECTRONIC FACILITIES	24
	NOTICE OF GENERAL MEETINGS	25
58	PERIODS OF NOTICE FOR GENERAL MEETINGS AND PERSONS ENTITLED TO
	NOTICE	25
59	CONTENTS OF NOTICE	26
60	POSTPONEMENT OF GENERAL MEETING	28
62	CIRCULATION OF RESOLUTIONS AND OTHER MATTERS ON REQUISITION OF
	MEMBERS	28
	PROCEEDINGS AT GENERAL MEETINGS	29
63	QUORUM	29
64	ADJOURNMENT IF QUORUM NOT PRESENT	29
65	GENERAL POWER OF ADJOURNMENT	29
66	NOTICE OF ADJOURNED MEETING	30
67	CHAIRMAN OF MEETING	30
68	SECURITY AND HEALTH AND SAFETY PROCEDURES	30
69	VOTING AND DEMANDS FOR A POLL	31
70	DECLARATION OF THE RESULT OF VOTING	31
71	CONDUCT OF A POLL	31
72	TIME FOR TAKING A POLL	32
73	RESULTS OF A POLL	32

CLOUD_UK10187465113

2

74	AMENDMENTS TO RESOLUTIONS	32
	VOTING RIGHTS	33
75	VOTING RIGHTS OF MEMBERS	33
76	VOTING RIGHTS OF PERSONS UNDER DISABILITY	33
77	VOTING RIGHTS OF JOINT HOLDERS	34
78	OBJECTIONS TO AND ERRORS IN VOTING	34
79	PROXY VOTES	34
80	APPOINTMENT OF PROXIES	34
81	DEPOSIT OF PROXY	35
82	TIME LIMIT ON VALIDITY OF PROXY	36
83	AUTHORITY CONFERRED BY PROXY	36
84	POWER TO APPOINT ATTORNEY	36
85	VALIDITY OF VOTES CAST BY PROXY OR POWER OF ATTORNEY	36
	DISENFRANCHISEMENT	36
86	CIRCUMSTANCES IN WHICH SHARES DISENFRANCHISED	36
87	DISENFRANCHISEMENT MAY APPLY TO ONLY PART OF A MEMBER'S HOLDING	38
88	SIGNATURE OF STATEMENTS ON BEHALF OF BODY CORPORATE	38
89	RIGHT TO REQUIRE ADDITIONAL INFORMATION	38
90	WHEN DISENFRANCHISEMENT CEASES TO APPLY	38
91	REGISTRATION OF INFORMATION RECEIVED	38
92	CANCELLATION OF NOTICES	39
	EXERCISE OF MEMBERS' RIGHTS	39
93	REPRESENTATION OF CORPORATE MEMBERS	39
	DIRECTORS	39
94	NUMBER OF DIRECTORS	39
95	SHARE QUALIFICATION AND RIGHTS CONCERNING GENERAL MEETING	39
96	FEES OF NON-EXECUTIVE DIRECTORS	39
97	REIMBURSEMENT OF EXPENSES	39
98	PAYMENT OF ADDITIONAL REMUNERATION IN SPECIAL CIRCUMSTANCES	39
99	A DIRECTOR'S INTERESTS IN CONTRACTS WITH THE COMPANY	40
100	RESTRICTIONS ON A DIRECTOR'S POWER TO VOTE WHERE HE HAS AN INTEREST
	........................................................................................................................	40
101	DIRECTORS' AUTHORISATION OF SITUATIONS IN WHICH A DIRECTOR HAS AN
	INTEREST	41
102	DECLARATION OF DIRECTOR'S INTERESTS IN CONTRACTS	42
103	SHARES HELD BY THE COMPANY	42
	MANAGING AND EXECUTIVE DIRECTORS	42
104	APPOINTMENT OF DIRECTORS TO EXECUTIVE OFFICE	42
105	REMUNERATION ETC. OF DIRECTORS APPOINTED TO EXECUTIVE OFFICE	42
106	APPLICATION OF RETIREMENT PROVISIONS TO CHIEF EXECUTIVE	42
107	APPLICATION OF RETIREMENT PROVISIONS TO ALL OTHER EXECUTIVE
	DIRECTORS	43
108	DELEGATION TO DIRECTORS HOLDING EXECUTIVE OFFICE	43
	APPOINTMENT AND RETIREMENT OF DIRECTORS	43
109	VACATION OF OFFICE OF A DIRECTOR	43
111	RE-ELECTION OR REPLACEMENT OF RETIRING DIRECTORS	44
112	RESOLUTIONS FOR THE APPOINTMENT OF DIRECTORS	44
113	POWER TO ALTER LIMITS ON THE NUMBER OF DIRECTORS	44
114	REMOVAL OF DIRECTORS BY SPECIAL OR ORDINARY RESOLUTION	44
115	DIRECTORS' POWER TO APPOINT ADDITIONAL DIRECTORS OR TO FILL CASUAL
	VACANCIES	45

CLOUD_UK10187465113

3

	ALTERNATE DIRECTORS	45
116	POWER TO APPOINT ALTERNATE DIRECTORS AND THEIR STATUS	45
	PROCEEDINGS OF DIRECTORS	46
117	DIRECTORS' MEETINGS	46
118	QUORUM FOR A BOARD MEETING	46
119	RESOLUTIONS IN WRITING	46
120	POWERS OF DIRECTORS TO ACT NOTWITHSTANDING REDUCTION BELOW
	MINIMUM NUMBER	47
121	APPOINTMENT OF CHAIRMAN	47
122	APPOINTMENT OF AND DELEGATION OF POWERS TO COMMITTEES	47
123	PROCEEDINGS OF COMMITTEES	47
124	VALIDITY OF ACTS OF DIRECTORS	47
	BORROWING POWERS	48
125	GENERAL POWER OF DIRECTORS TO EXERCISE THE COMPANY'S BORROWING
	POWERS	48
126	RESTRICTIONS ON BORROWING POWERS OF DIRECTORS	48
127	MEANING OF BORROWINGS	48
128	PROTECTION OF THIRD PARTIES IF RESTRICTIONS ON BORROWING POWERS
	BREACHED	51
	GENERAL POWERS OF DIRECTORS	51
129	MANAGEMENT OF THE BUSINESS	51
130	POWER TO ESTABLISH LOCAL BOARDS ETC	51
131	APPOINTMENT OF ATTORNEYS	52
132	SIGNATURE OF CHEQUES, BILLS ETC	52
133	ESTABLISHMENT OF PENSION OR BENEFIT SCHEMES, CLUBS, FUNDS ETC	52
	SECRETARY	53
134	APPOINTMENT OF SECRETARY	53
135	APPOINTMENT OF ASSISTANT OR DEPUTY SECRETARY	53
136	RESTRICTIONS WHERE DIRECTOR AND SECRETARY ARE ONE AND THE SAME	53
	THE SEAL	53
137	FORMALITIES CONCERNING USE OF THE SEAL	53
	RESERVES	53
138	POWER TO CARRY PROFITS TO RESERVE	53
	DIVIDENDS	53
139	POWER TO DECLARE DIVIDENDS	53
140	APPORTIONMENT OF DIVIDENDS	53
141	DIVIDENDS PAYABLE IN ANY CURRENCY	54
142	POWER TO PAY INTERIM AND FIXED DIVIDENDS	54
143	SHARE PREMIUM ACCOUNT	54
144	DIVIDENDS NOT TO BEAR INTEREST	54
145	DEDUCTION OF DEBTS DUE TO COMPANY	54
146	RETENTION OF DIVIDENDS AND BONUSES PAYABLE ON SHARES OVER WHICH
	THE COMPANY HAS A LIEN	55
147	RETENTION OF DIVIDENDS AND BONUSES WHERE A SECTION 793 NOTICE HAS
	NOT BEEN COMPLIED WITH	55
148	WHEN RIGHT OF RETENTION UNDER ARTICLE 146 CEASES	55
149	UNCLAIMED AND RETAINED DIVIDENDS	55
150	PAYMENT OF DIVIDENDS IN SPECIE	56
151	RECEIPTS BY JOINT HOLDERS	56
152	METHOD OF PAYMENT OF CASH DIVIDENDS	56
153	PAYMENT AS GOOD DISCHARGE	56

CLOUD_UK10187465113

4