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Classification: General
No.
EXISTING ARTICLES OF ASSOCIATION
PROPOSED NEW ARTICLES OF ASSOCIATION
8
Article 22.4 (Voting at general meetings)
The chairman or any member has the right to demand a poll
Article 42(1) (Method of voting and demand for poll)
(a) The chairman or (b) at least 5 members or (c) members representing one tenth of
the total voting rights of members having the right to vote on the resolution, has the
right to demand a poll
9
No equivalent article
Article 44 (Chairman’s casting vote)
The chairman has a casting vote at general meetings
10
No equivalent article
Article 51 (Matters requiring shareholder approval)
Subject to Jersey law requirements, any decision relating to:
(a)
any change in the memorandum or articles of association will require a special
resolution
(b)
any of the following matters shall require an ordinary resolution:
-
any change in the capital structure
-
listing, public offering or voluntary delisting of shares
-
any change in the nature of the primary business
-
any amalgamation, merger, consolidation, reconstitution, restructuring or
similar transaction that results in a change of control
-
liquidation, winding up, bankruptcy or analogous insolvency proceedings
11
Article 25.1 (Directors)
(i)
The minimum number of directors is two
(ii)
At least two directors shall be independent directors
Article 56 (Number of directors)
(i)
The minimum number of directors is three
(ii)
A majority of the board shall be independent directors
12
No equivalent article
Article 58 (2) (Election of directors by the Company)
No person shall be elected a director at any general meeting unless:
(a)
he is recommended by the board; or
(b)
he is recommended by a member who provides the Company with notice of his
intention to propose a resolution for the election of a proposed director not less
than 14 days prior to the date of a general meeting,
and in both cases he is recommended by the nomination committee