Existing Article of Association for PLC - page 11

11
(a)
the Company may utilise the relevant system in which it is held to the fullest
extent available from time to time in the exercise of any of its powers or functions
under the Statutes or these Articles or otherwise in effecting any actions and the
board may from time to time determine the manner in which such powers,
functions and actions shall be so exercised or effected;
(b)
any provision in these Articles which is inconsistent with:
(i)
the holding of that share in uncertificated form or transfer of title to that
share by means of a relevant system;
(ii)
any other provision of the Statutes relating to shares held in uncertificated
form; or
(iii)
the exercise of any powers or functions by the Company or the effecting by
the Company of any actions by means of a relevant system,
shall not apply;
(c)
subject to the Uncertificated Securities Order, the Company may, by notice to the
holder of that share, require the holder to change the form of such share to
certificated form within such reasonable period as may be specified in the notice;
(d)
the Company may require that share to be converted into certificated form in
accordance with the Statutes; and
(e)
the Company shall not issue a certificate.
8.3
The Company may, by notice to the holder of any share in certificated form, direct that the
form of such share may not be changed to uncertificated form for a period specified in
such notice.
8.4
For the purpose of effecting any action by the Company, the board may determine that
shares held by a person in uncertificated form shall be treated as a separate holding from
shares held by that person in certificated form but shares of a class held by a person in
uncertificated form shall not be treated as a separate class from shares of that class held
by that person in certificated form.
8.5
Subject to the Statutes, the board may lay down regulations not included in these Articles
which (in addition to, or in substitution for, any provisions in these Articles):
(a)
apply to the issue, holding or transfer of shares in uncertificated form;
(b)
set out (where appropriate) the procedures for conversion and/or redemption of
shares in uncertificated form; and/or
(c)
the board considers necessary or appropriate to ensure that these Articles are
consistent with the Uncertificated Securities Order and/or the Operator's rules and
practices.
8.6
Such regulations will apply instead of any relevant provisions in these Articles which relate
to the transfer, conversion and redemption of shares in uncertificated form or which are
not consistent with the Uncertificated Securities Order, in all cases to the extent (if any)
stated in such regulations. If the board makes any such regulations, Article
will (for
the avoidance of doubt) continue to apply, when read in conjunction with those
regulations.
8.7
Any instruction given by means of a relevant system shall be a dematerialised instruction
given in accordance with the Uncertificated Securities Order, the facilities and
requirements of a relevant system and the Operator's rules and practices.
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