16
these Articles relating to the right to transfer and the registration of transfers of shares
shall be applicable to any such notice or Transfer Notice as aforesaid as would have existed
had such transfer occurred before the death, insolvency or bankruptcy of the Member
concerned.
18.4
A person becoming entitled to a share by reason of the death or insolvency or bankruptcy
of a Member or otherwise by operation of law shall, upon such evidence as to his
entitlement being produced as may from time to time be required by the board, be entitled
to the same dividends and other advantages to which he would be entitled if he were the
registered holder of the share, except that he shall not, before being registered as a
Member in respect of the share, be entitled in respect of it to exercise any right conferred
by membership in relation to meetings of the Company provided always that the board
may at any time give notice requiring any such person to elect either to be registered
himself or to transfer the share and if the notice is not complied with within one month
such person shall be deemed to have so elected to be registered himself and all the
restrictions on the transfer and transmission of shares contained in these Articles shall
apply to such election.
18.5
Unless otherwise decided by the board in its sole discretion, no fee shall be charged in
respect of the registration of any probate, letters of administration, certificate of marriage
or death, power of attorney or other document relating to or affecting the title to any
shares.
19.
General Meetings and Class Meetings
19.1
The provisions of Article
shall apply with regard to annual general meetings of the
Company unless all of the Members have agreed in writing to dispense with the holding of
annual general meetings and any such agreement is and remains valid in accordance with
the Statutes.
19.2
An annual general meeting shall be held once in every calendar year; but so long as the
Company holds its first annual general meeting within eighteen months of its incorporation
it need not hold it in the year of its incorporation or in the following year. All other general
meetings shall be called extraordinary general meetings. Each general meeting shall be
held at such time and such place (either in or outside Jersey) as may be determined by the
board.
19.3
The board may whenever it thinks fit, and shall upon a requisition made in writing by
Members in accordance with the Law, convene an extraordinary general meeting of the
Company.
19.4
At any extraordinary general meeting called by Members pursuant to a requisition, no
business other than that stated in the requisition as the objects of the meeting shall be
transacted.
19.5
Save as is provided in this Article and otherwise in these Articles, all the provisions of
these Articles and of the Statutes relating to general meetings of the Company and to the
proceedings thereat shall apply, mutatis mutandis, to every class meeting. At any class
meeting the holders of shares of the relevant class shall, on a poll, have one vote in
respect of each share of that class held by each of them.
20.
Notice of General Meetings
20.1
At least fourteen clear days' notice shall be given of every general meeting of the
Company. Every notice shall specify the place, the day and the time of the meeting and in
the case of special business, the general nature of such business and, in the case of an
annual general meeting, shall specify the meeting as such. Notice of every meeting shall
be given in the manner hereinafter mentioned to all the Members and to the board and to
the auditors.
