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 |
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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 |
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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 |
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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 |
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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 |
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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.