14
such manner as those rights may provide or (if no such provision is made) either with the
consent in writing of the holders of two-thirds in nominal value of the issued shares of that
class or with the authority of a special resolution passed at a separate general meeting of
the holders of those shares.
(2)
The provisions of these articles relating to general meetings of the Company or to the
proceedings at general meetings shall apply,
mutatis mutandis
, to every such separate
general meeting, except that:
(a)
the quorum at any such meeting (other than an adjourned meeting) shall be two
persons holding or representing by proxy at least one-third in nominal amount of
the issued shares of the class;
(b)
at an adjourned meeting the quorum shall be one person holding shares of the
class or his proxy;
(c)
every holder of shares of the class shall, on a poll, have one vote in respect of
every share of the class held by him; and
(d)
a poll may be demanded by any one holder of shares of the class whether present
in person or by proxy.
(3)
Unless otherwise expressly provided by the rights attached to any class of shares those
rights shall not be deemed to be varied by the creation or issue of further shares ranking
pari passu
with them or by the purchase or redemption by the Company of any of its own
shares.
TRANSFERS OF SHARES
17.
Right to transfer shares
Subject to the restrictions in these articles, a member may transfer all or any of his shares
in any manner which is permitted by the Statutes and is from time to time approved by
the board.
18.
Transfers of uncertificated shares
(1)
The Company shall register the transfer of any shares held in uncertificated form by means
of a relevant system in accordance with the Statutes and the rules of the relevant system.
(2)
The board may, in its absolute discretion, refuse to register any transfer of an
uncertificated share where permitted by these articles and the Statutes.
19.
Transfers of certificated shares
(1)
An instrument of transfer of a certificated share may be in any usual form or in any other
form which the board may approve and shall be signed by or on behalf of the transferor
and (except in the case of a fully paid share) by or on behalf of the transferee.
(2)
The board may, in its absolute discretion, refuse to register any instrument of transfer of a
certificated share:
(a)
which is not fully paid up but, in the case of a class of shares which has been
admitted to official listing by the UKLA, not so as to prevent dealings in those
shares from taking place on an open and proper basis;
(b)
on which the Company has a lien; or
(c)
to which articles
or
apply.
