HESTIUN FINANCE (U.K.) LIMITED - New incorporation documents

Form: NEWINC - New incorporation documents

INCORPORATION DOCUMENTS
CERTIFICATE OF INCORPORATION
STATEMENT OF DIRECTORS & REGISTERED OFFICE
DECLARATION OF COMPLIANCE
MEMORANDUM OF ASSOCIATION
ARTICLES OF ASSOCIATION

Filed on: 7 Jul 2009

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CERTIFICATE OF INCORPORATION
OF A PRIVATE LIMITED COMPANY
Company N#. ########
for England and Wales hereby certifies that
The Registrar of Companies
ITED
HESTIUN FINANCE LIM
is this day incorporated under the Companies Act #### as a
private company and that the company is limited.
Given at Companies House on #Th July ####
“OF C#
es“ '##

I ,,,,,,,, w
%#l#Nu AK“
THE OFFICIAL SEAL OF THE
OMPANIES
REGISTRAR OFC
Companies House
— for the record —
$## R####
”'LEs S'#\
le ‘be for aNd authenticated by the
##
The above information was communicated in non- hi
Registrar of Companies under section ###A of the Companies Act ##

Electronic statement of compliance
# with requirements on application
'- _________ for registration of a company
- pursuant to section l#(#A) of the
Companles House Companies Act ####
# for the record Z
Company number #######
Companyname HESTIUN FINANCE LIMITED
#, JULIAN BEARDSLEY
Of # CONNAUGHT WAY
ALTON
SURREY
UNITED KINGDOM
GU## #UB
person named as a director of the company in the
statement delivered to the registrar of companies
under section ##(#) of the Companies Act ####
#.
make the following statement of compliance in pursuance of section
l#(#A) of the Companies Act ####
Statement: I hereby state that all the requirements of the
Companies Act #### in respect of the registration of
the above company and of matters precedent and
incidental to it have been complied with.
Confirmation of electronic deliver of information
This statement of compliance was delivered to the registrar of companies
electronically and authenticated in accordance with the registrar's
direction under section ###B of the Companies Act ####.
WARNING: The making of a false statement could result in liability to
criminal prosecution

Companies House First directors and secretary and
# for the record _ intended situation
D
of registered office
Received for ling in Electronic Format on the: ##/##/#### X C!BC
Cvmprmy Name HESTIUN FINANCE LIMITED
infill:
Pr@r@S@d@gill@"@d # THE BRAMLEY BUSINESS CENTRE
Ofiive" BRAMLEY
GUILDFORD
UNITED KINGDOM
GUS OAZ
memorandum delivered by an agent for the subscriber(s): Yes
Agents Name: FIRST CLASS COMPANY SERVICES LTD
Agent's Address: #TH FLOOR
# TENTERDEN STREET HANOVER SQUARE
LONDON
UNITED KINGDOM
W#S #TD
Electronically Filed Document for Company Number: ####### Page: #

Director ].'
Name MR JULIAN BEARDSLEY
AddV@SS-' # CONNAUGHT WAY
ALTON
SURREY
UNITED KINGDOM
GU## #UB
Nationality: BRITISH
Business occupation: DIRECTOR
Date of birth." ##/##/####
Consented to Act.‘ Y Date Authorised: ##/##/#### Authenticated: YES
Authorisation
Authoriser Designation: agent Date Authorised: ##/##/#### Authenticated: Yes
End of Electronically/ Filed Document for Company Number: ####### Page: #

#
THE COMPANIES ACTS #### to ####
A PRIVATE COMPANY
LI#\/IITED BY SHARES
Memorandum of Association
#. The registered name of the Company is: -
HESTIUN FINANCE LIMITED
#. The registered office of the Company shall be situated in the
legal jurisdiction of England & Wales.
#. The object of Company is to carry on the business and undertaking of a
general commercial company in all respects and in doing so the Company
shall at all times have the same legal capacity and powers of a natural
person .
© COPYRIGHT FIRST # BUSINESS LTD FINAL #" OCT #### VERSION

#
#. The liability of the members shall be limited.
#. The authorised share capital of the Company is £####### divided into ####### shares of £# each.
WE as the subscribers to this memorandum named hereafter Wish to be formed into a private limited
Company pursuant to this Memorandum of Association and We agree to take the number of subscriber
shares as specified against each of our names I -
Names and Addresses of Subscribers Number and Class of Shares Allotted
Julian Beardsley
# Connaught Way
Alton
Surrey
GU## #UB
United Kingdom
Company Subscriber # Ordinary £#
TOTAL # Ordinary £#
Dated the #Th July ####

#
THE COIVIPANIES ACTS #### to ####
A PRIVATE COIVIPANY LIIVIITED BY SHARES
ARTICLES OF ASSOCIATION OF HESTIUN FINANCE LIIVIITED
PREAMBLE AND INTERPRETATION
#. The following interpretations shall be applied to these Articles I
(a) "The Company" means the Company as the name registered in the Memorandum of Association
(b) "The Act" means the Companies Act, ####, as amended by the Companies Acts, #### and ####,
and so as to include all and any further statutory modifications or re-enactment for the time being in
force as subsequently made and enacted from time to time whether by statute, statutory instrument or
other order.
(c) " Table A" as referred to hereafter means Table A of The Companies (Tables A - F)
Regulations, #### (as amended by the Companies (Tables A - F) (Amendment) Regulations #### &
#### and The Companies Act (Electronic Communications) Order #### and, save as hereinafter
modified or excluded by or inconsistent with any Article, shall constitute the regulations of the
Company. " The #### Act " means the Companies Act, ####.
THE BOARD AND DIRECTOR APPOINTMENTS
#. (a) The minimum number of appointed Directors of the Company shall not be less than one. Any
person willing to act as a director and who is not prohibited in law from so acting may be appointed to
the board either by way of a decision of the directors or by way of an ordinary resolution of the
members.
(b) The number of Directors as appointed from time to time shall constitute the Board of the
Company.
(c) The Company by way of the passing of an Ordinary Resolution in General Meeting may
determine the maximum number of Directors that may be appointed. Unless and until such time as
otherwise determined, there shall be no maximum number.
(d) No Director of the Company shall be required to retire by rotation.
(e) Unless and until so nominated by the Board, no person shall deemed to be eligible to be
appointed the position of Director of the Company unless and until not less than fourteen nor more than
thirty five clear calendar days have elapsed before the date of holding any General Meeting of the
Company and there shall have been lodged with the Company Secretary at the registered office of the
Company notice in writing by a Member enabled to attend and vote at any such General Meeting of his
intention to propose any such person for election as a Director of the Company and a further notice in
writing signed by the person proposed for election as a Director of his consent to be appointed as such
a Director.
(f) The Board shall at all times (and until such time as otherwise determined by the Company) retain
the power to appoint any person to the position of Director from time to time. Such power shall be
exercisable for the purpose of either appointing a further Director of the Company to the Board or in
order to fill any casual vacancy that may arise from time to time on the Board. Such power is
exercisable without prejudice in any respect to the power of the Company in General Meeting to elect a
person so nominated to be a Director of the Company.

#
(g) The Directors may appoint one of their numbers to the position of Managing Director or such
other executive position as they may determine.
(h) 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.
(i) The shareholders may, by special resolution, direct the directors to take, or refrain from taking,
specified action. No such special resolution invalidates anything which the directors have already done.
Subject to the articles, the directors may delegate any of the powers which are conferred on them
under the articles to such persons, by such means (including by power of attorney) to such an extent in
relation to such matters or territories; and on such conditions or subject to such restrictions as they may
see 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.
(k) The directors may revoke any delegation in whole or part or alter its terms of reference at any
time.
COI\/##\/IITTEES OF THE BOARD
#. (a) Committees to which the directors delegate any of their powers must follow procedures which
are based as closely as possible on those provisions of the articles which govern the taking of decisions
by directors.
(b) The directors may make rules of procedure for committees, which prevail over rules derived
from the articles if they are not consistent with them.
NOTICE OF MEETING OF THE DIRECTORS
#. (a) Notice of such meeting of the Directors shall be given to each Director (including every
Alternate Director) at any address supplied by him to the Company ( including by way of electronic
communication) , for such purpose whether or not he is present within the United Kingdom, provided
that any Director shall have the power to waive notice of any such meeting either prospectively or
retrospectively and if he does so it shall not affect the validity of such meeting that the required notice
was not given to him.
(b) A meeting of the Directors may be convened and held at any location in any jurisdiction
anywhere in the World.
(c) Any appointed director may call a directors’ meeting by giving notice of a meeting to the other
appointed directors and any such notice must state the proposed date, time, location and subject matter
and where 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.
(d) Such notice of a directors’ meeting need not be given in writing, but must be communicated to
each director in a reliable and effective manner and such director convening such meeting must ensure
subject to the urgency of any matter to be decided by the directors that as many directors as practicable
are likely to be available to participate in it.
(e) Notice of a directors’ meeting need not be given to directors who waive their entitlement to
notice, prospectively or retrospectively and a Director is to be treated as having waived his entitlement
to notice of a meeting if they have not supplied the company with the information necessary to ensure
that they receive the notice before the meeting takes place.

#
RESOLUTIONS OF THE BOARD
#. (a) Any decision of the directors must be either a unanimous decision or a majority decision except
where I -.
(i) the company only has one director, and
(ii) no provision of the articles or rule made by the directors requires it to have more than one
director (either generally or for the purposes of taking decisions other than majority
decisions),
(b) Subject to the articles, the directors may take either a unanimous decision or a majority decision
on any matter, and may, but need not, take any decision at a directors’ meeting.
(c) The directors take a unanimous decision when they all indicate to each other that they share a
common view on a matter. A unanimous decision may be taken without any discussion between
directors and may (but need not necessarily) take the form of a resolution in writing, copies of which
have been signed by each director.
(d) A majority decision may be made without a directors’ meeting and such decision is taken if a
director has become aware of a matter on which the directors need to take a decision and if that director
has made the other directors aware of the matter and the decision and if the directors have had a
reasonable opportunity to communicate their views on the matter and the decision to each other and a
majority of those directors vote in favour of a particular decision on that matter. If, however, a director
is aware that consultation with another director will make it impossible to take a particular decision as
soon as the company’s business requires then that director may decide not to communicate with that
other director in relation to that decision before it is taken, but must communicate any such decision
not to communicate to all the other directors as soon as is practicable, explaining the reasons for it.
(e) if a director states that he does not wish to discuss or vote on a particular matter, the directors may
choose not to communicate with that director in relation to decisions to be taken on that matter.
(f) Directors participating in the taking of a majority decision otherwise than at a directors’ meeting)
may be in any location anywhere in the World and may participate at different times and may
communicate with each other by any means.
QUORUl\/I
#. No majority decision (other than a decision to call a directors’ meeting or a general meeting) shall
be taken by the directors unless a quorum participates in the decision-making process. The quorum for
directors’ decision-making may be fixed from time to time by a decision of the directors, but shall not
be less than two, and unless otherwise so fixed shall be two and if the number is not satisfied the
directors may not take any majority decision other than a decision to appoint further directors, or to call
a general meeting so as to enable the shareholders to appoint further directors.
APPOINTMENT OF CHAIRI\/IAN
#. (a) The directors may appoint one of their number to chair all of the processes by which a majority
decision may be taken, or a particular process, or processes of a particular type (such as directors’
meetings), by which a majority decision may be taken and any such director so appointed shall be
known as the chairman.
(b) The directors may terminate the chairman’s appointment at any time.
(c) If the chairman is not participating in a directors’ meeting within ten minutes of the time at
which it is scheduled to start, the participating directors must appoint one of themselves to chair it in
the appointees absence.

#
(d) The Chairman shall have a second or casting vote in the case of an equality of votes which may
only be exercised by him to maintain the status qua. However, the directors may make a rule that if a
majority decision is to be taken on a matter and equal numbers of directors hold differing views on the
matter then the views of the chairman or some other specified director shall determine the majority
decision which is taken on that matter except that such casting vote rule shall not apply if the views of
the specified director are to be disregarded as a result of an actual or potential convict of interest.
CONFLICT OF INTEREST
#. (a) A Director shall be entitled to vote in regard to any contract or arrangement in which he is
interested or on any such like matter arising there out provided that he declares his interest pursuant to
S. ###, Companies Act, ####, and if he votes on any such matter or related matter then his vote shall be
counted and his presence at the meeting shall be counted in estimating a quorum in considering any
such arrangement or contract whether at a meeting of the Directors or committee of the directors. The
declaration of any interest by a Director in any contract or arrangement shall be formally recorded in
the minutes of the meeting.
#. (a) No requirement exists to declare an interest in the case of the following permitted causes which
shall remain exempt I -
(i) 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;
(ii) subscription, or an agreement to subscribe, for shares or other securities of the company or
any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any
such shares or securities; and
(iii) a contract about benefits for employees and directors or former employees and directors of the
company or any of its subsidiaries which does not provide special benefits for directors or
former directors.
(b) In determining the right of a director to vote the question shall be referred to the chairman of the
meeting whose ruling in relation to any director other than the chairman shall be conclusive.
I\/IINUTES OF BOARD MEETINGS
##. The directors shall ensure that the company keeps a record in writing, of every unanimous or
majority decision taken by the directors for at least ten years from the date of the decision recorded in it
and shall maintain such minutes in a book properly designated for such purpose and shall convey
copies of such documents in any manner they may see fit.
REMUNERATION OF DIRECTORS & EXPENSES
# #. (a) A director shall be entitled to remuneration for their services to the company as directors and)
for any other service which they undertake for the company and such remuneration may include terms
and conditions relating the payment of a pension, allowance or gratuity and or any death, sickness or
disability benefits as may be determined by the board from time to time and any such directors’
remuneration shall accrue on a daily basis.
(b) The company may pay any such reasonable expenses which the directors properly incur in
connection with the exercise of their powers and the discharge of their responsibilities in relation to the
company.

#
DIRECTORS DUTIES OF OFFICE
##. (a) A Director of the Company (including every appointed alternate Director) shall be subject to
the general duties as specified in S.### - ###, Companies Act, ####, which shall at all times be owed
by every Director to the Company.
##. Every appointed Director shall at all times in the exercise of the powers and duties of his office and
otherwise I -
(a) Act within the powers of the registered constitution of the Company and only exercise such
powers for the true purpose for which they have been conferred upon him.
(b) Act in good faith with the object of promoting the furtherance and success of the Company for
the benefit of its members, employees, the communities in which it is established and in which it
operates, and to further good relations between its suppliers and customers, to act reasonably and fairly
between members and to promote the reputation, success and understanding of the company.
(c) Exercise independent judgement where appropriate.
(d) Exercise at all times reasonable care, skill and diligence in the exercise of the powers of his
office.
(e) Avoid any direct or indirect convict of interest with the interests of the Company, except where
such transaction or arrangement with the Company which has been authorised following declaration of
interest made to the Board under article #. (a) provided that such authorisation and approval is made by
a majority of the Board without the vote of the Director(s) subject of the declared interest and without
counting him in declaring a quorum for a meeting of the Board or any other such interested Director.
(f) Refuse any direct or indirect benefits arising or resulting from (whether directly or indirectly) his
position as a Director (or otherwise) or in relation to any other position or office held by him within the
Company from a third or other party and which would be conferred as a result of him agreeing,
undertaking, assisting, facilitating or omitting to undertake any action as a Director which may
normally be expected of him in the normal course of his duties except where such benefit cannot
reasonably be regarded as having derived from his position or office.
(g) Declare the nature and extent of any interest in any proposed transaction or arrangement with the
Company and any such declaration may be made by way of written notice to the Board of Directors, at
a meeting of the Board or by way of written notice under S. ###, #### Act or by way of general notice
under S. # ##, #### Act before any such transaction is entered into.
(i) Such notice need not be given where a Director is not aware or have knowledge of any such
proposed transaction or arrangement, where no convict of interest has arisen, where the Board is
already aware of any such proposed transaction or arrangement or where such transaction or
arrangement relates to his terms or conditions of service..
(ii) In the event that any such declaration is inaccurate or incomplete, or becomes so by way of
the change and nature of events, then a further declaration must be made based upon the changed
circumstances.
APPOINTMENT OF ALTERNATE DIRECTORS
##. (a) An appointed Director of the Company shall be entitled to appoint an alternate director in
order to attend and vote at any meeting of the board of directors or a committee of the Directors at
which the appointing Director is unable to attend. Such alternate Director may represent more than one
director but in determining a quorum present at any meeting of the Directors shall only be counted as a
single Director but nevertheless shall be entitled to cast one vote for each of the Directors for whom he
is appointed as an alternate Director.

#
(b) The appointment of an alternate Director shall be approved by the Board of Directors prior to an
alternate director‘s appointment being effective and to him taking up any such duties and he shall not be
entitled to any remuneration other than the reimbursement of his reasonable expenses.
DIRECTORS‘ BORROWING POWERS
##. The Directors shall be empowered (whether expressly or impliedly) to exercise in pursuance of its
objects and powers all of the borrowing powers of the Company,
(a) to negotiate credit facilities and credit lines from suppliers and other commercial and non -
commercial bodies and to delegate such negotiating powers to other officers and employees of the
Company.
(b) to borrow and secure the payment of any and all such moneys loaned to the Company in any
form of currency by guarantees or any other form of appropriate security.
(c) to guarantee the fulfilment of any and all such obligations and the performance of any such
contract or other obligations entered into on behalf of the Company, and,
(d) to issue any redeemable share capital, loan or debenture stock and debentures and to charge and
mortgage any and all of the assets and property and uncalled capital of the Company.
APPOINTMENT OF COI\/IPAN Y SECRETARY
##. (a) Pursuant to the provisions of S. ###, Companies Act, ####, the Company may appoint an
officer or person as its appointed Company Secretary but if no such person is so nominated any duty
that may normally be required to be done by a Company Secretary may be undertaken by either a
director or a person authorised generally or specifically by the Directors.
(b) Where no Company Secretary is appointed any person authorised to undertake the duties of a
Company Secretary shall in the view of the Directors be of sufficient competence or experience to
undertake such role and the Directors shall in making any such appointment take into account the
extensive duties and requirements on the Company under the Companies Acts, #### - #### and
supporting statutory instruments.
ADOPTION OF COI\/IPANY SEAL
##. (a) The Company may adopt a seal which shall then be deemed to be the common seal of the
Company.
(b) A seal once formally adopted may only be used under the authority of the Board of Directors or
a committee of the Board appointed, authorised and empowered by it to execute all and any such
documentation requiring such use of the seal on behalf of the Company. Every document to which the
seal is so affixed shall be signed by at least one Director and the Company Secretary or two Directors
of the Company, unless the Board at a meeting of the Directors shall have otherwise determined. The
obligation to seal share certificates shall not apply if the Company has not adopted a seal.
(c) The Company shall be entitled to have an Official Seal for use abroad in a foreign territory or
jurisdiction. Such power to use the seal shall be vested in the Board of Directors who may authorise
any person within a foreign jurisdiction to use the seal on behalf of the Company.
SHARE ALLOTMENTS AND INCREASE OF AUTHORISED CAPITAL
##. (a) The maximum amount of shares or securities which the Company may allot shall not exceed
the registered authorised share capital being the issued share capital of the Company as at the date of
incorporation, or such further increase as the Company may have approved from time to time in

#
General Meeting. No share shall be allotted for less than the aggregate of its nominal value and any
premium to be paid to the company for its issue.
(b) The authorised share capital may be increased by way of passing of an Ordinary Resolution by
the Company in General Meeting by such sum divided into such class of shares or securities with such
class rights attaching as the resolution shall determine including redeemable shares.
(c) Any issued sheras comprised within the authorised share capital of the Company with which
the Company was incorporated may be allotted or dealt with by the Board of Directors in any manner
that they shall see fit. The Board shall have the power to allot any such shares, convert any issued
securities into shares of the Company and grant any appropriate rights to subscribe for such shares
under the authority granted to them by S.###, #### of the Act for the period of five calendar years
from the date of adoption of the articles of association of the Company. Such authority of the Board of
Directors to allot shares and deal with the shares within the authorised share capital of the Company
may only be renewed, revoked or varied by Company by way of the passing of an Ordinary Resolution
in General Meeting. Pursuant to Ss### and ###, #### Act, the authority of the Board is conferred as if
S. ###(#), #### Act, were not to apply to the Company.
(d) The Board shall be empowered to honour any and all such agreements made within the five year
calendar period even though the time of actual allotment and granting of any such rights may actually
be effected outside of the five year period.
(e) Any application for an allotment of shares to be issued shall be made in writing and addressed to
the Company at its registered office address.
(f) Whensoever the Board proposes to issue any shares which did not form part of the original
authorised capital of the Company on incorporation, then (unless the Company shall by way of a
special resolution passed in a general meeting of the Company shall have otherwise determined) the
Company shall first offer any and all such shares to all of the existing shareholders by way of an offer
made in writing to them at the address recorded in the register of members. Such letter of offer shall
offer all such shares proposed to be issued to the existing shareholders in the same proportion (or as
near to) as the number of existing shares held by them. Such offer shall set a limiting period in which
such offer must be accepted (in whole or in part ,being the prescribed period of not earlier than ##
calendar days ), in which the offerer shall be given time to accept the offer. If no acceptance is
forthcoming from him within the period allowed, then those shares shall then subsequently be offered
in the same manner to those members accepting their allocation within the prescribed period. Any such
shares offer for shares not so accepted within the prescribed ## calendar day period shall only then be
under the control of the Directors who shall be empowered to allot and deal with all such shares in the
manner prescribed in clause ## Any and all such shares not capable of being offered except by way
of a fraction of an issued share shall remain under the control of the Board of Directors.
(h) If share capital of the Company is increased beyond the existing amount of the authorised share
capital then the authority of the Board of Directors to allot and deal with such all shares shall at all
times be renewed by the Company in General Meeting (unless dispensed with by the provisions of
S.### (#), #### Act).
SHARE CERTIFICATES
##. (a) Any person or corporate body becoming a member of the Company by way of becoming the
holder of any shares in the capital of the Company shall be entitled to be issued with, no later than a
period of two calendar months after lodgement and approval of a stamped stock transfer form or by
way of a completed allotment, to receive one share certificate for all of his shares of each class or
several certificates each for one or more of his shares upon the payment of such sum as the Board may
determine shall be reasonable after each first certificate.
(b) No share transfer shall be approved by the Board or recorded in the register of members until
such time as a stamped stock transfer form is presented to the Company.

##
(c) A share certificate shall only be required to be sealed when the Company has formally adopted a
seal as the common seal of the Company.
PROCEDURES AND CONVENTION OF GENERAL MEETINGS
##. (a) All meetings duly convened and held by the Company (other than the Annual General Meeting)
shall be referred to as an Extraordinary General Meeting of the Company.
(b) The company may convene a general meeting anywhere in the World and in determining
whether a quorum is present two or more persons who are not in the same geographical location as
each other may be deemed to be attending such general meeting if their circumstances are such that if
they have and are able to exercise the rights to speak and vote at that meeting by way of being in a
position to communicate to all those attending the meeting on the business of the meeting.
(c) 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 and in doing so they shall have
regard to the legitimate interests of the company, individual members and others attending the meeting
in the efficient despatch of the business of the meeting.
(d) Any notice issued by the Company convening any such General Meeting shall comply with
the Act thereby notifying members of their rights to appoint proxies at any such meeting. All and any
other notices and communications relating to any General Meeting of the Company and which any
Member is entitled to receive shall also be sent to the appointed Auditors or Accountants for the time
being of the Company.
(e) Provided that a member has given prior consent to the Company in writing and provided an
effective and correct address to which such notice may be sent, then the Company shall be empowered
to give notice communicated to him by a legible form of electronic transmission, being all and any
form of electrical or electronic communication whether by electric, electro - magnetic, electro - optical
or any other like or similar method of transmission and in the event that any such communication is
made by such method, notice shall be deemed to have been served on the member on either the date
that such electronic communication was effected or on the actual date that it was physically delivered
to the member, whichever date shall be the earliest.
(f) The Company shall not transact any business at any General Meeting unless a quorum is
present and a quorum shall comprise of two persons entitled to attend and vote upon the business to be
transacted, each such person being an actual member of the Company or a proxy for a Member or a
duly authorised representative of a corporation. If such a quorum is not present within half an hour of
the time set for any such adjourned meeting then the meeting may be dissolved thereafter.
(g) Whensoever the Company has only a single member, then a quorum shall be constituted by
that sole member being present either in person, in person as a voting proxy for another member or by
means of a proxy vote lodged with the company prior to the meeting. In the case of another Company
being a sole member, attendance by a duly authorised person of that Company shall count towards
determining a quorum.
(h) All and any decisions taken by a single member in a General Meeting of the Company or by
way of a written resolution shall be deemed to be effective and all and any such decisions so made shall
be recorded in writing and entered into and maintained in the minute book of the Company, being the
dedicated book held and maintained by the Company for such purpose.
(i) No resolution may be passed if such resolution requires the casting vote of the Chairman who
shall not exercise such vote other than to maintain the status qua.
If any votes shall be counted which ought not to have been counted or which might have been
rejected, the error shall not vitiate the resolution unless it is pointed out at the same meeting and not, in
that case, unless in the opinion of the Chairman the error is of a sufficient magnitude as to vitiate the
resolution.

##
(k) On a show of hands every member being an individual and present or (being a corporation) is
present by a duly authorised representative then (unless he is himself a member entitled to vote) then
every person attending as a member or a proxy shall have one vote on a show of hands and one vote on
a poll (subject to any restrictions attaching to the share class).
(#) All original signed notices of meeting and other papers relevant to the convening and
proceedings of such meetings shall be held and maintained with the statutory books of the Company.
(m) 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.
(n) If the directors have not appointed a chairman, or if the chairman is not present within ten
minutes of the time at which a meeting was to start then the directors present or if no directors are
present, the meeting itself 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 and such appointee shall be
referred to as the “the chairman of the meeting”.
RIGHT TO ATTEND AND VOTE AT GENERAL MEETINGS
##. Directors may attend and speak at general meetings, whether or not they are members and the
chairman of the meeting may permit other persons who are not members of the company or otherwise
entitled to exercise the rights of members in relation to general meetings to attend and speak at a
general meeting.
ADJOURNMENT OF GENERAL MEETINGS
##. 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, the chairman of the meeting must adjourn it.
##. The chairman of the meeting may adjourn a general meeting at which a quorum is present off
(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 at which a quorum is present if he is
directed to do so by the meeting.
##. When adjourning a general meeting the chairman 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 thee continuation of an adjourned meeting is to take place more than ## days after it was
adjourned, the company must give at least # clear days’ notice of it to the same persons to whom notice
of the company’s general meetings is required to be given 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
##. Subject to the class rights of each share as specified in the articles, every shareholder shall have the
girl#t to one vote per each share held subject to the class rights of such shares as are determined in the
articles.
##. Aresolution put to the vote of a general meeting must be decided on a show of hands unless a poll
is taken on it in accordance with the articles.
##. 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 and binding.
##. Apoll on a resolution may be demanded
(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.
##. Apoll may be demanded by I -
(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.
##. 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.
A poll must be taken immediately and in such manner as the chairman of the meeting directs.
##. If any votes shall be counted which ought not to have been counted or which might have been
rejected, the error shall not vitiate the resolution unless it is pointed out at the same meeting and not, in
that case, unless in the opinion of the Chairman the error is of a sufficient magnitude as to vitiate the
resolution.
PROXY NOTICES
##. 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 executed by or on behalf of the member appointing the proxy; 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.
##. 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 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 appointer’s behalf.
AMENDMENTS TO RESOLUTIONS
##. An ordinary resolution may be amended if: -
(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 ## hours before the meeting is to take
place (or at such other time as the chairman of the meeting may direct), 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 may be amended 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 an obvious 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.
NOTICES
##. Subject to the provisions of these articles: -
(a) 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 #### provides for documents or information to be sent or
supplied by or to the company for the purposes of the Companies Acts, and
(b) 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 specified
manner (including by way of e-mail and other electronic communication) 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 ##
hours.
##. Any communication sent to a member under the articles must be sent to the member’s address as
recorded in the register of members, unless
(a) the member and the company have agreed that another means of communication may be used ,
and
(b) the member has supplied the company with the information it needs in order to be able to use
that other means of communication.
##. Any communication sent to a director must be sent to the director’s address as recorded in the
register of directors unless-
(a) the member and the company have agreed that another means of communication may be used ,
and
(b) the member has supplied the company with the information it needs in order to be able to use
that other means of communication.
INSPECTION OF BOOKS AND RECORDS
##. Except as provided by law or authorised by the directors or an ordinary resolution of the company,
no person (other than an authorised officer of the Crown) is entitled to inspect or take copies any of the
company’s books or records or documents merely by virtue of being a member of the company.
REGISTRATION OF TRANSFERS OF SHARES
##. (a) Any proposed transfer of shares, stock or debentures in the capital of the Company shall be
presented on the prescribed form, be correctly executed and shall have the appropriate stamping duty
due (if any) paid thereon prior to presentation to the Company, together with any share certificate for
cancellation or an appropriate form of indemnity. No more than one class of share shall be transferred
on each prescribed form.
(b) The Directors shall have absolute discretion to decline to register the proposed transfer of any
shares in the capital of the Company without being required to give any reason or explanation thereof (
and shall decline any such proposed transfer where such transfer is not presented on the appropriate
stock transfer form with the correct stamp duty properly paid or lacking the original share certificate or
form of indemnity) and shall further be entitled to decline to give any reason or explanation thereof on
any formal request for such reason being received. Notice of any refusal to register any such proposed
transfer shall be sent to both the transferee at the address recorded in the register of members and the
address of any presenter of such documents of transfer within one month after the date upon which the
documents of transfer were presented to the Company.
EI\/IPLOYEE PROVISIONS ON CESSATION OF BUSINESS
##. The directors shall have the power to decide to make provision for the benefit of any person or
persons employed or formerly employed by the company or any of its subsidiaries (other than a
director or former director or shadow director) in connection with the cessation or transfer to any
person of the whole or part of the undertaking of the company or any subsidiary company.

##
RIGHT OF INDEMNITY OF DIRECTORS, OFFICERS AND AUDITORS
##. (a) The Directors and the Company shall be authorised and empowered to take out, purchase and
maintain indemnity insurance or insurances to cover any future potential liability referred to in Section
###(#) of the Act of any of the appointed Directors and officers of the Company (who may not
necessarily be a Director of the Company) or of any Associated Company (as defined) in addition to
the appointed Auditor of the Company.
(b) All of the appointed Director‘s, officers and the Auditor of the Company shall be entitled at
all times to be indemnified out of the assets of the Company against all and any liabilities, losses, debts,
charges and expenses incurred and sustained by him as a result of any liability incurred in the
performance of any duties of his office, (whether such liability is incurred in civil or criminal law), in
defending any proceedings brought against him of which he is acquitted or judgement given in his
favour, or in relating to any application under which relief is granted to him from any liability by any
Court or recognised tribunal having sufficient authority to do so.
(c) The term " Liability " for the purpose of this Article shall mean any and all such liability
incurred by any person being a Director, officer or Auditor (including any breach or failure of duty,
negligence, breach of trust or any other default in relation to the Company or an Associated Company)
in the course of him carrying out and executing his duties, employment or exercising the powers of his
office on behalf of the Company.
DIRECTORS & OFFICERS PENSIONS GRATUITIES AND ALLOWANCES
##. (a) Provided that any Director or Directors of the Company declares any interest (whereupon such
declaration shall be recorded in the minutes), he shall be entitled to be counted as part of the quorum
and to vote and benefit from the exercise of any power of the Company to establish or enter into,
arrange or provide for any scheme or arrangement for the grant of any retirement pensions, annuities,
benevolent fund or other benefits and allowances provided or to be provided by the Company for the
benefit of any Director or officer or employee or former Director or officers or employees of the
Company, (together with its holding company, subsidiaries, associated companies and predecessors in
business) and of the members of their family (including any spouse widow, or former spouse and
dependants of any Director or former Director of the Company).
Name and Address of Subscribers
Julian Beardsley
# Connaught Way
Alton
Surrey
GU## #UB
United Kingdom
Dated the #Th July ####