KEplc articles of association - page 35

30
(2)
Without limiting the provisions of these articles, the board may from time to time in
relation to uncertificated shares: (i) approve the appointment of a proxy by means of a
communication sent in electronic form in the form of an "uncertificated proxy instruction"
(a properly authenticated dematerialised instruction and/or other instruction or
notification, which is sent by means of the relevant system and received by such
participant in that system acting on behalf of the Company as the board may prescribe, in
such form and subject to such terms and conditions as the board may from time to time
prescribe (subject always to the facilities and requirements of the relevant system)); and
(ii) approve supplements to, or amendments or revocations of, any such uncertificated
proxy instruction by the same means. In addition, the board may prescribe the method of
determining the time at which any such uncertificated proxy instruction is to be treated as
received by the Company or such participant and may treat any such uncertificated proxy
instruction which purports to be or is expressed to be sent on behalf of a holder of a share
as sufficient evidence of the authority of the person sending that instruction to send it on
behalf of that holder.
52.
Receipt of proxy
(1)
A proxy appointment:
(a)
must be received at a proxy notification address no later than the time specified in
the notice calling the meeting at which the appointee proposes to vote (such time
as determined by the board in accordance with the Statutes); or
(b)
in the case of a poll taken more than 48 hours after it is demanded or in the case
of an adjourned meeting to be held more than 48 hours after the time fixed for
holding the original meeting, must be received at a proxy notification address not
less than 24 hours before the time fixed for the taking of the poll or, as the case
may be, the time fixed for holding the adjourned meeting; or
(c)
in the case of a poll which is not taken at the meeting at which it is demanded but
is taken 48 hours or less after it is demanded, or in the case of an adjourned
meeting to be held 48 hours or less after the time fixed for holding the original
meeting, must be received:
(A)
at a proxy notification address in accordance with (a) above;
(B)
by the chairman of the meeting or the secretary or any director at the
meeting at which the poll is demanded or, as the case may be, at the
original meeting; or
(C)
at a proxy notification address and by such time as the chairman of the
meeting may direct at the meeting at which the poll is demanded.
(2)
In the case of a proxy appointment signed by an agent of a member who is not a body
corporate, the authority under which the appointment is signed or a copy of it certified in
such manner as shall be specified in the notice of the relevant meeting or in any other
information issued by the Company in relation to the relevant meeting, or such other
information as shall be so specified must also be received by the Company in the manner
set out in paragraph (1) above.
(3)
In the case of a proxy appointment signed by an officer or other agent of a body
corporate, the board may also require the receipt, in the manner set out in paragraph (1)
above, of the authority under which the appointment is signed or a copy of it certified in
such manner as shall be specified in the notice of the relevant meeting or in any other
information issued by the Company in relation to the relevant meeting, or of such other
authorities or information as shall be so specified.
(4)
Subject to the Statutes, the board may, but shall not be bound to, require such further
evidence as it thinks fit of the authenticity or integrity of any signature on a proxy
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