Company No. 9595911

INCORPORATED UNDER THE COMPANIES ACT 2006

THE COMPANIES ACT 2006

PULIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

VIRGIN MONEY UK PLC

PART 1 INTERPRETATION, LIMITATION OF LIABILITY AND GOVERNING

LAW

1

1.

Defined Terms

1

2.

Model Articles Or Regulations Not To Apply

6

3.

Liability of Members

7

4.

Shares and CDIs subject to English Law and Resolution Powers

7

PART 2 DIRECTORS

8

DIRECTORS' POWERS AND RESPONSIBILITIES

8

5.

Directors' General Authority

8

6.

Registers

9

7.

Borrowing Powers

9

8.

Members' Reserve Power

9

9.

Directors May Delegate

9

10.

Committees

10

DECISION-MAKINGBY DIRECTORS

10

11.

Directors to take decisions Collectively

10

12.

Calling A Directors' Meeting

10

13.

Participation In Directors' Meetings

11

14.

Quorum For Directors' Meetings

11

15.

Meetings Where Total Number of Directors less than Quorum

12

16.

Chairing Directors' Meetings

12

17.

Voting at Directors' Meetings: General Rules

12

18.

Chairman's Casting Vote at Directors' Meetings

12

19.

Alternates Voting At Directors' Meetings

13

DIRECTORS' INTERESTS

13

20.

Directors' Interests other than in relation to Transactions or Arrangements with The

Company

13

21.

Confidential Information and Attendance at Directors' Meetings

13

22.

Declaration of Interests in Proposed or Existing Transactions or Arrangements with The

Company

14

23.

Ability to enter into transactions and Arrangements with the Company notwithstanding

Interest

15

24.

Remuneration and Benefits

15

25.

General Voting and Quorum Requirements

16

26.

Proposing Directors' Written Resolutions

17

27.

Adoption of Directors' Written Resolutions

18

28.

Directors' Discretion to Make Further Rules

18

i

APPOINTMENT OF DIRECTORS

18

29.

Number of Directors

18

30.

Methods of Appointing Directors

18

31.

Retirement of Directors By Rotation

20

32.

Termination of Director's Appointment

21

33.

Directors' Fees

22

34.

Directors' Additional Remuneration

23

35.

Directors' Pensions and Other Benefits

23

36.

Remuneration of Alternate Directors

24

37.

Remuneration of Executive Directors

24

38.

Directors' Expenses

24

ALTERNATE DIRECTORS

25

39.

Appointment and Removal of Alternates

25

40.

Rights and Responsibilities of Alternate Directors

25

41.

Termination of Alternate Directorship

26

PART 3 DECISION-MAKING BY MEMBERS ORGANISATION OF GENERAL

MEETINGS

26

42.

Annual General Meetings

26

43.

Calling General Meetings

26

44.

Notice of General Meetings

27

45.

Attendance and speaking at General Meetings

28

46.

Meeting Security

28

47.

Quorum for General Meetings

29

48.

Chairing General Meetings

29

49.

Conduct of Meeting

30

50.

Attendance and Speaking by Directors and Non-Members

30

51.

Dissolution and Adjournment if Quorum not Present

31

52.

Adjournment If Quorum Present

31

53.

Notice of Adjourned Meeting

32

54.

Business at Adjourned Meeting

32

VOTING AT GENERAL MEETINGS

32

55.

Voting: General

32

56.

Chairman's Declaration

34

57.

Errors and Disputes

34

58.

Demanding A Poll

34

59.

Procedure on a Poll

35

60.

Appointment of Proxy

35

ii

61.

Content of Proxy Notices

36

62.

Delivery of Proxy Notices

37

63.

Corporate Representatives

38

64.

Termination of Authority

38

65.

Votes of CDI Holders

38

66.

Amendments to Resolutions

40

RESTRICTIONS ON MEMBERS' RIGHTS

40

67.

No Voting of Shares on which Money owed to Company

40

APPLICATION OF RULES TO CLASS MEETINGS AND RIGHTS

40

68.

Variation of Class Rights

40

69.

Failure to Disclose Interests in Shares

41

PART 4 SHARES AND DISTRIBUTIONS ISSUE OF SHARES

43

70.

Allotment

43

71.

Powers to Issue Different Classes of Share

43

72.

Rights and Restrictions Attaching to Shares

43

73.

Payment of Commissions on Subscription for Shares

44

74.

CDIS

44

INTERESTS IN SHARES

44

75.

Company not bound by less than absolute Interests

44

SHARE CERTIFICATES

44

76.

Certificates to be Issued Except in Certain Cases

44

77.

Contents and Execution of Certificates

45

78.

Consolidated Certificates

45

79.

Replacement Certificates

46

SHARES NOT HELD IN CERTIFICATED FORM

46

80.

Uncertificated Shares

46

PARTLY PAID SHARES

48

81.

Company's Lien Over Partly Paid Shares

48

82.

Enforcement of the Company's Lien

48

83.

Call Notices

50

84.

Liability to Pay Calls

50

85.

When Call Notice need not be Issued

51

86.

Failure to Comply with Call Notice: Automatic Consequences

51

87.

Payment of Uncalled Amount in Advance

51

88.

Notice of Intended Forfeiture

52

89.

Directors' Power to Forfeit Shares

52

90.

Effect of Forfeiture

52

iii

91.

Procedure Following Forfeiture

53

92.

Surrender of Shares

54

UNTRACED SHAREHOLDERS

54

93.

Power of Sale

54

94.

Application of Proceeds of Sale

55

TRANSFERS AND TRANSMISSION OF SHARES

55

95.

Transfers of Shares

55

96.

Transfers of Uncertificated Shares

56

97.

Sale of Small Holdings

57

98.

Transmission of Shares

59

99.

Transmittees' Rights

59

100.

Exercise of Transmittees' Rights

60

101.

Transmittees Bound by Prior Notices

60

CONSOLIDATION/DIVISION OF SHARES

60

102.

Procedure for Disposing of Fractions of Shares

60

DISTRIBUTIONS

61

103.

Procedure for Declaring Dividends

61

104.

Calculation of Dividends

62

105.

Payment of Dividends and Other Distributions

63

106.

Deductions from Distributions in Respect of Sums Owed to The Company

64

107.

No Interest on Distributions

65

108.

Unclaimed Distributions

65

109.

Non-Cash Distributions

66

110.

Waiver of Distributions

66

111.

Scrip Dividends

66

CAPITALISATION OF PROFITS AND RESERVES

68

112.

Authority to Capitalise and Appropriation of Capitalised Sums

68

113.

Record Dates

69

114.

Currency

69

115.

Restricted Securities

70

PART 5 MISCELLANEOUS PROVISIONS

70

COMMUNICATIONS

70

116.

Means of Communication to be Used

70

117.

Loss of Entitlement to Notices

72

ADMINISTRATIVE ARRANGEMENTS

73

118.

Secretary

73

119.

Change of Name

73

iv

120.

Authentication of Documents

73

121.

Company Seals

74

122.

Records of Proceedings

74

123.

Destruction of Documents

75

124.

Accounts

76

125.

Provision for Employees on Cessation of Business

76

126.

Winding Up of the Company

77

DIRECTORS' INDEMNITY AND INSURANCE

77

127.

Indemnity of Officers and Funding Directors' Defence Costs

77

128.

Insurance

79

ASX STANDARD LISTING

79

129.

ASX Standard Listing

79

129A. SCHEME OF ARRANGEMENT

80

v

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Virgin Money UK plc published this content on 22 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 May 2024 16:04:03 UTC.