THE COMPANIES ACTS 1985 AND 1989 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION UK WINE PRODUCERS LIMITED

Transcription

1 THE COMPANIES ACTS 1985 AND 1989 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF UK WINE PRODUCERS LIMITED (registered in England and Wales with company number ) 1

2 THE COMPANIES ACTS 1985 AND 1989 AND 2006 PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF UK WINE PRODUCERS LIMITED (Adopted by special resolution passed on ) Definitions 1. In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context :- Words Meanings AGM articles board bottle bankruptcy chairman chairman of the meeting Companies Acts company director document electronic form Extraordinary Meeting annual general meeting the company s articles of association the board of directors a bottle of 75cl includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy has the meaning given in article 22 has the meaning given in article 36.3 The Companies Acts (as defined in section 2 of the Companies Acts 2006), in so far as they apply to the company UK Wine Producers Limited (registered in England and Wales with company number ) a director of the company, and includes any person occupying the position of director, by whatever name called includes, unless otherwise specified, any document sent or supplied in electronic form has the meaning given in section 1168 of the Companies Act 2006 any meeting of members duly convened by the board or requisitioned by members pursuant to article 34 which is not 2

3 an AGM Group A Director Group B Director Group A Members Group B Members member member month Officers Region Regional Association Regional Council a director nominated as a Group A Director by the board or by a Group A Members pursuant to article 27.1(b) a director nominated as a Group B Director by the board or by a Group B Members pursuant to article 27.1(b) has the meaning given in article 7 any person or organisation appointed to perform the duties of the Group A Secretary of the company has the meaning given in section 112 of the Companies Act 2006 a member of the company, including a corporate member calendar month officers, the chairman, vice-chairman and treasurer and any other officers appointed by the board has the meaning given in article 10.2 has the meaning given in article 10.1 the Regional Council Members for the time being of the Association appointed pursuant to article 51, including any Regional Council members appointed by the board Registrar Special resolution Subsidiary writing the Registrar of Companies has the meaning given in section 283 of the Companies Act 2006 has the meaning given in section 1159 of the Companies Act 2006 means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company. 2. Words importing the singular number only include the plural number and vice versa. Words implying the masculine shall include the feminine and vice versa. 3

4 Object and Powers 3.1 The primary objects for which the company is established are: (a) to foster support encourage and assist the growing of grapes and the making of wine in the United Kingdom, to increase knowledge of and experience in the techniques of grape growing and wine making in the United Kingdom and to promote advance and enhance the quality and reputation of United Kingdom wines and thereby assist the growth of the trade in United Kingdom wines. (b) to act as a central body representing the interests of United Kingdom vine growers, and winemakers in dealings with Her Majesty's Government, with the Commission of the European Union and with other relevant bodies and organisations both directly and through other appropriate organisations on any matters affecting United Kingdom viti-viniculture, whether relating to legislation or Regulation proposed or in force which may affect the viticultural, wine-making or wine selling activities of vine growers, or otherwise howsoever. 3.2 In pursuance of the foregoing objects the company shall have the following powers: (a) to take over the effects and liabilities of the English Vineyards Association (hereinafter "EVA") and carry on the work thereof; (b) to hold or arrange to be held competitions, exhibitions, lectures, seminars, symposiums or other conferences or courses of instruction in viticulture and wine knowledge of all kinds; (c) to write, translate, edit, print, publish, circulate or issue pamphlets, periodicals, books, booklets, circulars and other literary undertakings and in particular to publish "The Grape Press", to establish and maintain libraries of books and other works and publications relating to wine or the vine, with reading rooms and other adjuncts and offices in connection therewith, or to collaborate with others in so doing; (d) to confer and co-operate with the European Commission and government departments and other bodies whether in the United Kingdom or elsewhere in furtherance of the objects of the company and to arrange for participation therein of suitably qualified persons who are engaged in or connected with the wine trade; (e) to prepare and advise upon training programmes and to do such things as may be necessary to obtain recognition for wines produced in the United Kingdom and for the awards of the company (and those formerly of the EVA) for such wines from the appropriate authorities established from time to time both in the United Kingdom and elsewhere; (f) to promote the attainment and maintenance of high standards of knowledge and achievement by persons engaged in or connected with the Wine Trade, and to grant, or to collaborate with others in granting, recognition by means of awards, diplomas, scholarships or otherwise to persons who and wines which attain the required technical standards, in particular to administer and advise on wine quality schemes as deemed appropriate by the board; (g) to promote consideration study and discussion of and research in all questions affecting the technology of wine; (h) to purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights of privileges which the company may think necessary or convenient for the promotion of its objects, and to construct, maintain and alter any buildings or erection necessary or convenient for the work of the company; (i) to employ such other means and do all such other things as may be calculated to promote the interests of those engaged in wine production in the United Kingdom or as shall be conducive to the attainment of the above objects; (j) to take any gift of property whether subject to any special trust or not for any one or more objects of the company;(k) to take such steps by personal or written appeals public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions and donations to the funds of the company in the shape of donations subscriptions or otherwise; 4

5 (l) to charge and accept fees for anything done by the company in pursuance of its objects and in exercise of all or any of its powers herein; (m) to borrow or raise money for the purposes of the company on such terms and on such security as may be thought fit; and (n) to invest the moneys of the company not immediately required for its purposes in or upon such investments, securities or property as may be thought fit. Provided always that: (i) In case the company shall hold any property which may be subject to any trusts, the company shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts; and (ii) the company shall not support with its funds any object or objects, or endeavour to impose on or procure to be observed by its Members or others, any regulations, restrictions or conditions which, if an object of the company, would make it a Trade Union. 4.The income and property of the company, whencesoever derived, shall be applied solely towards the promotion of the objects of the company as set forth in these Articles and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the Members of the company. Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the company, or to any Member of the company in return for any services actually rendered to the company in furtherance of its objects, nor prevent the payment of interest at a reasonable commercial rate on money lent or reasonable and proper rent for premises demised or let by any Member to the company. Liability of Members 5. The liability of each member is limited to 1, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for: a) payment of the company s debts and liabilities contracted before he ceases to be a member, b) payment of the costs, charges and expenses of winding up; and c) adjustment of the rights of the contributories among themselves. Membership 6.1 The number of members is unlimited. Persons shall be admitted to membership of the company as shall have applied for membership in the manner prescribed by the board from time to time and whose application the board (or in relation to persons who became members before these articles were adopted, the Council) shall in their discretion have accepted. No person may be a member of the company unless that person is also a member of a Regional Association (and vice versa). 6.2 Membership is not transferable without the prior written consent of the board. 6.3 A person s membership terminates when that person dies or ceases to exist. 7. There shall be two classes of members as follows: (a) Group A Members, being those Members whose vineyards are less than 15 hectares in area or produce less than 60,000 bottles of wine per annum on average for the three years preceding the relevant year of membership; and (b) Group B Members, being those Members (i) whose vineyards exceed 15 hectares in area or (ii) who produce more than 60,000 bottles of wine per annum on average for the three years preceding the relevant year of membership, as determined by the board under article 9. 5

6 Any member who, at the date of completion of the merger agreement dated 3 rd June 2017 made between the Company (1) and English Wine Producers Limited (2), was a member of English Wine Producers Limited shall be classified as a Group B Member; all the other members shall be classified as a Group A Member. If any person who sells wine under his own label but does not himself own a vineyard or produce any wine, that person may, with the consent of the board become a Group A Member or Group B Member on terms approved by the board. 8. Each member shall pay such fees and be entitled to such benefits as shall be established by the board and set out in the Schedule of Fees and Benefits approved by the board for the relevant year. The board may, subject to article 17.4, alter these fees and benefits applicable to any year but if no Schedule of Fees and Benefits is approved in respect of any year, the Schedule of Fees and Benefits applicable for the preceding year shall apply for that year provided that the board shall not increase the fees payable by members by more than 20 per cent in any year without the approval of an ordinary resolution of members in general meeting. 9. The board shall be entitled to require each member (other than Group B Members paying the maximum annual fee) to declare annually it s hectarage under vine and its annual production in bottles (such declaration to be in such form as the board may reasonably require and supported by such evidence as the board may reasonably require) and in default of such declaration being made as required by the board, the board may determine the level of hectarage and production which shall apply for that member for that year and such member shall pay the annual fee accordingly. Regional Associations 10.1 There shall be regional associations of members which the board may recognise as a Regional Association for the purposes of these articles. The board shall not recognise a regional association of members as a Regional Association unless: (a) the regional association is either an un-incorporated association or a company limited by guarantee; (b) the constitution of the regional association is in form and content satisfactory to the board (acting reasonably); (c) such constitution provides, inter alia, that no person may be a member of such regional association unless such person is also a member of the company; (d) without prejudice to the power of such regional association to set the level of fees payable to it, the regional association agrees that its fees will be collected by the company on its behalf but on the basis that any amount so collected in excess of any fees due to the company from the relevant member will be remitted by the company to the relevant regional association within 30 days of receipt by the company; and (e) the relevant Regional Association is a member of the company and the company is a member of such Regional Association. For the purposes of such membership, the Regional Association shall be a Group A member, it will pay a single fee of 1 per annum but will be entitled to no benefits other than as set out specifically in the Schedule of Fees and Benefits approved by the board. The board may at any time give notice to any regional association that it has been de-recognised and thereby ceased to be a Regional Association if such regional association become bankrupt or insolvent or if any of the foregoing requirements of paragraphs (a) to (d) above are no longer satisfied At the date of adoption of these articles, there are seven Regions and Regional Associations as follows, into which all members shall be allocated: (i) South East Region - the Counties of Kent, Surrey, East Sussex, West Sussex, and London South. 6

7 (ii) (iii) (iv) (v) (vi) (vii) Wessex Region South West Region Thames & Chilterns Region East Anglian Region Mercian Region Wales Region - the Counties of Hampshire, Dorset, Wiltshire and Isle of Wight. -the Counties of Cornwall, Devon, Somerset, Avon, Herefordshire, Worcestershire and Gloucestershire. - the Counties of Berkshire, Buckinghamshire, Oxfordshire, and London West. -the Counties of Norfolk, Suffolk, Essex, Cambridgeshire, Bedfordshire, Hertfordshire, and London North. - the Counties of Cheshire, Lancashire, Leicestershire, Lincolnshire, Northamptonshire, West Midlands, Yorkshire, Shropshire, Nottinghamshire, Derbyshire, Staffordshire, Warwickshire, and Rutland. - the Counties of Wales The board shall have power by resolution passed by not less than 75% majority of voting members of the board to vary or add to the foregoing classes, in particular by adding further Regions The Groups referred to at article 10.2(i) to (vii) hereof whose members are all members of the company, shall be affiliated to the company and shall pay such annual or other subscription to the company as shall be agreed from time to time by the board and the relevant Association. Withdrawal, Suspension and Termination of Membership 11. Any Member wishing to withdraw from membership shall give written notice thereof to the Secretary of their Regional Association or the Membership Secretary of the company at least one month before the next ensuing annual subscription shall fall due and, in default of one month's notice of withdrawal, the member shall be liable for the subscription for the ensuing year. The membership of any person who is three months or more in arrears with his subscription shall be suspended during the continued period of non-payment provided that he shall have been given not less than 28 days notice in writing of the intention so to suspend his membership and that notwithstanding which suspension he shall remain liable for payment of his subscription in full for the current year. During suspension he shall be deprived of all the rights of membership of the company. If a subscription shall remain unpaid for a period exceeding six months that member's membership of the company shall upon a resolution of the board terminate. Removal from Membership 12. If the conduct of any member shall, in the opinion of not less than two thirds of voting members of the board, be detrimental to the company or the interests of the English and / or Welsh wine industry the board may by a two thirds majority call upon that member to resign. Failing resignation, the board may convene an Extraordinary Meeting of the members for the purpose of proposing a resolution to deprive the member of his membership. At least 21 days' notice of the meeting, specifying the date, time, place and purpose of the meeting shall be sent to all members and the member whose removal is proposed shall have the right to address the meeting but not to be 7

8 present whilst a vote is being taken. The member shall cease to be a member if a two thirds majority of those present and voting, vote in favour of his removal and upon such removal the appropriate proportion of that year's subscription shall be refunded to him. DIRECTORS POWERS AND RESPONSIBILITIES Directors general authority 13. Subject to the articles, the directors are responsible for the management of the company s business, for which purpose they may exercise all the powers of the company. Members reserve power 14.1 The members may, by special resolution, direct the directors to take, or refrain from taking, specified action. Any such special resolution shall be invalid unless approved by a resolution of the Group A Members as a class and by a resolution of the Group B Members as a class No such special resolution passed under Article 14.1 invalidates anything which the directors have done before the passing of the resolution. Directors may delegate 15.1 Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles (a) to such person or committee; (b) by such means (including by power of attorney); (c) to such an extent; (d) in relation to such matters or territories; and (e) on such terms and conditions; as they think fit If the directors so specify, any such delegation may authorise further delegation of the directors powers by any person to whom they are delegated The directors may revoke any delegation in whole or part, or alter its terms and conditions. Committees 16.1 Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them. Directors to take decisions collectively 17.1 The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article If: (a) the company only has one director, and (b) no provision of the articles requires it to have more than one director, the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors decision-making Notwithstanding the foregoing, any decision of the directors which relates to any of the matters referred to in article 17.4 (known in these articles as Reserved Matters ) shall not be validly taken unless at least two Group A Directors and two Group B Directors shall have approved such decision. 8

9 17.4 The matters referred to in article 17.3 are: the appointment of the chairman and deputy chairman of the board; the appointment of any director to the board pursuant to article 27.1 other than the first appointment of William Simon Melland Robinson, Peter Gladwin, Tamara Roberts, Frazer Douglas Thompson, Mark Driver, Bruce Tindale, Guy Howard, Barry Lewis and Timothy Ingram-Hill and the nomination of Messrs. Roberts, Thompson and Driver as Group B Directors, Messrs. Gladwin, Tindale and Howard as Group A Directors and Timothy Ingram- Hill as the first person nominated by the Regional Council for the purposes of article the disposal of the whole (or any significant part) of the company s undertaking; any amendment of the memorandum or articles of association of the company; the sale or disposal of the whole or any part of the the company s undertaking, property, fixed assets, or any sale or disposal is in the ordinary course of business or where such sale or disposal is for money or money s worth and the value of such disposal is below 10,000; doing, permitting or allowing to be done any act or thing whereby the company may be wound-up, including the commencement of any voluntary bankruptcy, insolvency or similar procedure (including the appointment of a receiver, liquidator, assignee, custodian, trustee or sequestor of, or any part of, its business) or enter into any compromise or arrangement under the Insolvency Act 1986; approving any change to the fees and benefits offered to Members (from those in force on the date of adoption of these Articles); the grant of consent for a Group A Member to become a Group B Member, or for a Group B Member to become a Group A Member; the incurring of any capital expenditure on any one item, or series of related items, in excess of 10,000; materially altering the nature of the business of the company; borrowing any amount (or issuing loan capital) or entering into a commitment to do so in excess of 10,000 or creating or granting any encumbrance over the whole or any part of the business of undertaking or assets of the company or factoring, assigning, discounting or otherwise disposing of any book debts or other debts or agreeing to do so; entering into any other contract, lease, transaction or arrangement that creates a liability for the company in excess of 10,000 (whether actual or contingent); entering into any contract or arrangement that is not on an arm s length basis; giving any guarantee, making any payment or incurring any obligation or acting as surety otherwise than in connection with the company s ordinary business for the time being; lending or agreeing to lend, granting any credit or making any advance to any person otherwise than in the ordinary course of the business; issuing any loan capital in the company or entering into any commitment with any person with respect to the issue of any loan capital; entering into any contract in the name of the company with any party in which any member has an interest (whether directly or indirectly), save for contracts with companies listed on a stock exchange and, in which (a) none of the members are involved in management of that company and (b) none of the members hold an interest in shares in the company that amounts to a holding greater than three per cent of the company; establishing any affiliate of the company; 9

10 nominating or dismissing the company s Chief Executive Officer, Finance Director (or if no Finance Director is appointed, the Chief Financial Officer) or Marketing Director; nominating or renewing any mandate granted to independent board members; making any decisions relating to the remuneration package of GB Wine s Chairman, Chief Executive Officer and Marketing Director, including the approval of any new management incentive plan or amendments to any such plan already in place; removing or appointing the Company s auditors; approving the annual operational and investment budget; delegating any duties of the board to a committee, working group or any other person and approving, or amending, the terms of reference of any of the same; or taking any steps or decisions in connection with a sale, change of control, reorganisation, recapitalisation, merger or de-merger or any similar transaction involving the company. Unanimous decisions 18.1 A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter 18.2 Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors meeting A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting. Calling a directors meeting 19.1 Any director may call a directors meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice Notice of any directors meeting must indicate: (a) its proposed date and time; (b) where it is to take place; and (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting Notice of a directors meeting must be given to each director, but need not be in writing. Any director who objects to the time and date of a proposed meeting may require by notice in writing to the other directors that any such proposed meeting must be held not less than seven days from the date when the original notice of the proposed meeting was given. If such a requirement is made, the person who gave the original notice shall notify all directors of such requirement and shall notify all directors of the new time, date and place of the meeting Notice of a directors meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than seven days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it. Participation in directors meetings 20.1 Subject to the articles, directors participate in a directors meeting, or part of a directors meeting, when: 10

11 (a) the meeting has been called and takes place in accordance with the articles, and (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting In determining whether directors are participating in a directors meeting, it is irrelevant where any director is or how they communicate with each other If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is. Quorum for directors meetings 21.1 At a directors meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting The quorum for directors meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two. No directors meeting shall be quorate unless at least one Group A Director and one Group B Director is present If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision (a) to appoint further directors, or (b) to call a general meeting so as to enable the members to appoint further directors. Chairing of directors meetings 22.1 The directors may appoint a director to chair their meetings The person so appointed for the time being is known as the chairman The directors may, with the approval of at least one Group A Director terminate the chairman s appointment at any time If the chairman is not participating in a directors meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it The board may also appoint a director to be a vice-chairman. If the chairman is a person who was before his appointment a Group B Director, the vice-chairman must be a Group A Director but if the chairman was immediately before his appointment a Group A Director, the vice-chairman shall be a Group B Director If the chairman was immediately before his appointment a Group B Director or a Group A Director he shall upon his appointment cease to qualify as such and a further Group B Director or Group A Director (as appropriate) shall be appointed as a casual vacancy. Casting vote 23.1 If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote Article 23.1 does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes. Conflicts of interest 24.1 If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes. 11

12 24.2 But if article 24.3 applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes This paragraph applies when: (a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process; (b) the director s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or (c) the director s conflict of interest arises from a permitted cause For the purposes of this article, the following are permitted causes (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries; (b) subscription, or an agreement to subscribe, for securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such securities; and (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors For the purposes of this article, references to proposed decisions and decision-making processes include any directors meeting or part of a directors meeting Subject to article 24.7, if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes. Records of decisions to be kept 25. The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every decision taken by the directors. Directors discretion to make further rules 26. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors. APPOINTMENT OF DIRECTORS Methods of appointing directors and designation of Group A Directors and Group B Directors 27.1 Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director (a) by ordinary resolution, or (b) by a decision of the directors. Provided that (i) there shall be no more than 12 directors in total unless the company authorises a greater number by ordinary resolution of the members; and (ii) on or after 1 st July 2020 any person may be nominated as a director (a) by the board or (b) by not more than five per cent of the members but so that (i) if such person is nominated to be a Group A Director, nomination must be made by not less than five per cent of Group A Members or (ii) if such person is to be a Group B 12

13 Director, nomination must be made by not less than five per cent of Group B Members, and provided further that no such nomination shall be effective unless the nominee and one nominating member shall have consulted with the chairman not less than one month prior to the date in which the proposed meeting to consider such nomination shall be held Three directors shall be nominated as Group A Directors and three directors shall be nominated as Group B Directors. The initial Group A Directors and the initial Group B Directors shall be those directors so nominated by the board. One director shall be a person who is nominated by the Regional Council from among the members of the Regional Council provided that such person shall not be so nominated unless the chairman of the Regional Council shall have consulted with the chairman of the board If a Group A Director or a Group B Director shall be appointed chairman or shall cease for any other reason to a director, another person shall be appointed by the board as an Group A Director or a Group B Director (as the case may be), but such person shall only be so nominated with the approval of the remaining Group A Directors or Group B Directors (as the case may be) 27.4 One Group A Director and one Group B Director shall retire at each AGM (the first such retirement being at the AGM in 2020) but so that no Group A Director or Group B Director shall be required to retire until the third AGM after his re-election at an AGM. In the event of any disagreement about who should retire, the matter shall be decided by drawing lots. The chairman and the director who is the nominee of the Regional Council shall retire at the AGM held in 2020 and at each third AGM thereafter. No director (except any director who is appointed chief executive) shall serve longer than six years and each such director shall retire on the sixth anniversary of his appointment. Any director who is appointed chief executive shall serve at the pleasure of the board which may remove him by resolution of the board A Group A Director cannot be re-elected at an AGM unless the Group A Members in separate class meeting have approved his re-election by ordinary resolution. A Group B Director cannot be reelected at an AGM unless the Group B Members in a separate class meeting have approved his reelection by ordinary resolution. Termination of director s appointment 28. A person ceases to be a director as soon as: (a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law; (b) a bankruptcy order is made against that person; (c) a composition is made with that person s creditors generally in satisfaction of that person s debts; (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; (e) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms; or (f) such person shall be required to resign by resolution of directors approved by not less than two thirds of the other directors. Directors remuneration 29.1 Directors may undertake any services for the company that the directors decide Directors are entitled to such remuneration as the directors determine: (a) for their services to the company as directors, and (b) for any other service which they undertake for the company. 13

14 29.3 Subject to the articles, a director s remuneration may (a) take any form, and (b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director Unless the directors decide otherwise, directors remuneration accrues from day to day Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company s subsidiaries or of any other body corporate in which the company is interested. Directors expenses 30. The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at (a) meetings of directors or committees of directors, (b) general meetings, or (c) separate meetings of the holders of debentures of the company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company. Appointment and removal of alternates 31.1 Any director (the appointor ) may appoint as an alternate any other director, or any other person approved by resolution of the directors, to (a) exercise that director s powers, and (b) carry out that director s responsibilities, in relation to the taking of decisions by the directors in the absence of the alternate s appointor any appointment or removal of an alternate must be effected by notice in writing to the company signed by the appointor, or in any other manner approved by the directors the notice must (a) identify the proposed alternate, and (b) in the case of a notice of appointment, contain a statement signed by the proposed alternate that the proposed alternate is willing to act as the alternate of the director giving the notice. Rights and responsibilities of alternate directors 32.1 An alternate director has the same rights, in relation to any directors meeting or directors written resolution, as the alternate s appointor except as the articles specify otherwise, alternate directors (a) are deemed for all purposes to be directors; (b) are liable for their own acts and omissions; (c) are subject to the same restrictions as their appointors; and (d) are not deemed to be agents of or for their appointors A person who is alternate director but not a director (a) may be counted as participating for the purposes of determining whether a quorum is participating (but only if that person s appointor is not participating), and (b) may sign a written resolution (but only if it is not signed or to be signed by that person s appointor). 14

15 32.4 An alternate director is not entitled to receive any remuneration from the company for serving as an alternate director except such part of the alternate s appointor s remuneration as the appointor may direct by notice in writing made to the company. Termination of alternate directorship 33. An alternate director s appointment as an alternate terminates - (a) when the alternate s appointor revokes the appointment by notice to the company in writing specifying when it is to terminate; (b) on the occurrence in relation to the alternate of any event which, if it occurred in relation to the alternate s appointor, would result in the termination of the appointor s appointment as a director; (c) on the death of the alternate s appointor; or (d) when the alternate s appointor s appointment as a director terminates, except that an alternate s appointment as an alternate does not terminate when the appointor retires by rotation at a general meeting and is then re-appointed as a director at the same general meeting. ORGANISATION OF GENERAL MEETINGS Attendance and speaking at general meetings 34.1 A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting A person is able to exercise the right to vote at a general meeting when: (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and (b) that person s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them. Quorum for general meetings 35. No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum. Chairing general meetings 36.1 If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start: (a) the directors present, or (b) (if no directors are present), the meeting, must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting. 15

16 36.3 The person chairing a meeting in accordance with this article is referred to as the chairman of the meeting. Attendance and speaking by directors and non-members 37.1 Directors may attend and speak at general meetings, whether or not they are members The chairman of the meeting may permit other persons who are not members of the company to attend and speak at a general meeting. Adjournment 38.1 If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it The chairman of the meeting may adjourn a general meeting at which a quorum is present if: (a) the meeting consents to an adjournment, or (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting When adjourning a general meeting, the chairman of the meeting must: (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given): (a) to the same persons to whom notice of the company s general meetings is required to be given, and (b) containing the same information which such notice is required to contain No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place. VOTING AT GENERAL MEETINGS Voting: general 39. A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles. Errors and disputes 40.1 No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid Any such objection must be referred to the chairman of the meeting whose decision is final. Poll votes 41.1 A poll on a resolution may be demanded: 16

17 (a) in advance of the general meeting where it is to be put to the vote, or (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared A poll may be demanded by: (a) the chairman of the meeting; (b) the directors; (c) two or more persons having the right to vote on the resolution; or (d) a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution A demand for a poll may be withdrawn if: (a) the poll has not yet been taken, and (b) the chairman of the meeting consents to the withdrawal Polls must be taken immediately and in such manner as the chairman of the meeting directs. Content of proxy notices 42.1 Proxies may only validly be appointed by a notice in writing (a proxy notice ) which: (a) states the name and address of the member appointing the proxy; (b) identifies the person appointed to be that member s proxy and the general meeting in relation to which that person is appointed; (c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions Unless a proxy notice indicates otherwise, it must be treated as: (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself. Delivery of proxy notices 43.1 A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor s behalf. Amendments to resolutions 44.1 An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if: 17

18 (a) notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if: (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and (b) the amendment does not go beyond what is necessary to correct a grammatical or other nonsubstantive error in the resolution If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman s error does not invalidate the vote on that resolution. ADMINISTRATIVE ARRANGEMENTS Means of communication to be used 45.1 Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours. Company seals 46.1 Any common seal may only be used by the authority of the directors The directors may decide by what means and in what form any common seal is to be used Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature For the purposes of this article, an authorised person is: (a) any director of the company; (b) the company secretary (if any); or (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied. No right to inspect accounts and other records 47. Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company s accounting or other records or documents merely by virtue of being a member. Provision for employees on cessation of business 48.The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or 18