Existing Article of Association for PLC - page 15

15
16.2
The board may in its absolute discretion, and without assigning any reason therefor, refuse
to register any transfer of partly paid certificated shares, including a transfer of such
shares to a person of whom they do not approve and may refuse to register any transfer
of certificated shares on which the Company has a lien or which is a transfer prohibited
under these Articles, but shall not otherwise refuse to register a transfer of certificated
shares made in accordance with these Articles.
16.3
The board may decline to recognise any Transfer Notice, unless:
(a)
the Transfer Notice is deposited at the Office or such other place as the board may
appoint accompanied by the certificate for the certificated shares to which it
relates and such other evidence as the board may reasonably require to show the
right of the transferor to make the transfer; and
(b)
the Transfer Notice is in respect of only one class of certificated shares.
16.4
If the board refuses to register any transfer of certificated shares they shall, within two
months after the date on which the Transfer Notice was lodged with the Company, send to
the proposed transferor and transferee notice of the refusal.
16.5
All Transfer Notices relating to transfers of certificated shares which are registered shall be
retained by the Company, but any Transfer Notices relating to transfers of certificated
shares which the board declines to register shall (except in any case of fraud) be returned
to the person depositing the same.
16.6
The registration of transfers of shares or of any class of shares may not be suspended.
17.
Other provisions relating to transfers
17.1
Subject to the Uncertificated Securities Order, no person may transfer any shares or any
Share Equivalents in the Company to any of the individuals or entities named on:
(a)
lists promulgated by the United Nations Security Council or its committees
pursuant to resolutions issued under Chapter VII of the United Nations Charter; or
(b)
the World Bank Listing of Ineligible Firms (se
.
17.2
In respect of any allotment of any share the board shall have the same right to decline to
approve the registration of any renouncee of any allottee as if the application to allot and
the renunciation were a transfer of a share under these Articles.
18.
Transmission on death, incapacity etc.
18.1
In the case of the death of a Member, the survivors or survivor, where the deceased was a
joint holder, and the executors or administrators of the deceased, where he was a sole or
only surviving holder, shall be the only persons recognised by the Company as having any
title to his interest in the shares, but nothing in this Article shall release the estate of a
deceased joint holder from any liability in respect of any share jointly held by him.
18.2
Any guardian of an infant Member and any curator or guardian or other legal
representative of a Member under legal disability and any person becoming entitled to a
share in consequence of the death or insolvency or bankruptcy of a Member or otherwise
by operation of law may, upon such evidence as to his entitlement being produced as may
from time to time be required by the board and subject as hereinafter provided, elect
either to be registered himself as the holder of the share or to have some person
nominated by him registered as the holder thereof.
18.3
If the person so becoming entitled shall elect to be registered himself, he shall deliver or
send to the Company a notice signed by him stating that he so elects together with such
evidence as to his entitlement as may from time to time be required by the board. If he
shall elect to have another person registered, he shall testify his election by signing a
Transfer Notice in favour of that person. All the limitations, restrictions and provisions of
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