KEplc articles of association - page 37

32
(b)
not less than seven nor more than 42 days before the date appointed for the
meeting there has been given to the Company, by a member (other than the
person to be proposed) entitled to vote at the meeting, notice of his intention to
propose a resolution for the election of that person, stating the particulars which
would, if he were so elected, be required to be included in the Company's register
of directors and a notice executed by that person of his willingness to be elected.
57.
Separate resolutions for election of each director
Every resolution of a general meeting for the election of a director shall relate to one
named person and a single resolution for the election of two or more persons shall be void,
unless a resolution that it shall be so proposed has been first agreed to by the meeting
without any vote being cast against it.
58.
The board's power to appoint directors
The board may appoint any person who is willing to act to be a director, either to fill a
vacancy or by way of addition to their number, but so that the total number of directors
shall not exceed any maximum number fixed by or in accordance with these articles.
59.
Retirement of directors
(1)
At each annual general meeting every director who held office on the date seven days
before the date of the notice of annual general meeting shall retire from office. A retiring
director shall be eligible for re-election and a director who is re-elected will be treated as
continuing in office without a break.
(2)
A retiring director who is not re-elected shall retain office until the close of the meeting at
which he retires.
60.
Removal of directors
(1)
The Company may by ordinary resolution remove any director before his period of office
has expired notwithstanding anything in these articles or in any agreement between him
and the Company.
(2)
A director may also be removed from office by giving him notice to that effect signed by or
on behalf of all the other directors.
(3)
Any removal of a director under this article shall be without prejudice to any claim which
such director may have for damages for breach of any agreement between him and the
Company.
61.
Vacation of office of director
Without prejudice to the provisions of these articles for retirement or removal the office of
a director shall be vacated if:
(a)
he is prohibited by law or the Listing Rules from being a director; or
(b)
he becomes bankrupt or he makes any arrangement or composition with his
creditors generally; or
(c)
a registered medical practitioner who has examined him gives a written opinion to
the Company stating that he has become physically or mentally incapable of acting
as a director and may remain so for more than three months; or by reason of his
mental health a court makes an order which wholly or partly prevents him from
personally exercising any powers or rights which he would otherwise have and, in
either case, the board resolves that his office be vacated; or
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