REG - Signet Jewelers Ltd - Form 10Q <Origin Href="QuoteRef">SIG.N</Origin> - Part 7

Signet JewelersAnnouncement

29/10/2014 11:09

- Part 7: For the preceding part double click  ID:nRSK4136Rf 

unless specifically called upon to
do so by the person to whom the shares have been allotted. 
 
9.3 If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or
destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees
fit. 
 
9.4 Notwithstanding any provisions of these Bye-laws, the Directors shall, subject always to the Act and any other
applicable laws and regulations and the facilities and requirements of any relevant system concerned, have power to
implement any arrangements they may, in their absolute discretion, think fit in relation to the evidencing of title to and
transfer of uncertificated shares and to the extent such arrangements are so implemented, no provision of these Bye-laws
shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer of shares in
uncertificated form. Unless otherwise determined by the Directors and permitted by the Act and any other applicable laws
and regulations, no person shall be entitled to receive a certificate in respect of any share for so long as the title to
that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise
than by a written instrument. 
 
9.5 Without prejudice to Bye-law 9.4 but notwithstanding any other provisions of these Bye-laws, the Directors shall,
subject always to the Act and any other applicable laws and regulations and the facilities and requirements of any relevant
system concerned, have power to implement and/or approve any arrangements they may, in their absolute discretion, think fit
in relation to the evidencing of title to and transfer of interests in shares in the capital of the Company in the form of
depositary interests or similar interests, instruments or securities, and the holding and transfer of such interests,
instruments or securities in uncertificated form and to the extent such arrangements are so implemented, no provision of
these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer
thereof or the shares in the capital of the Company represented thereby. The Directors may from time to time take such
actions and do such things as they may, in their absolute discretion, think fit in relation to the operation of any such
arrangements. 
 
10. Fractional Shares 
 
The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole
shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all
of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to
receive dividends and distributions and to participate in a winding-up. 
 
REGISTRATION OF SHARES 
 
11. Register of Members 
 
11.1 The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars
required by the Act. 
 
11.2 The Register of Members shall be open to inspection without charge at the registered office of the Company on every
business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each
business day be allowed for inspection. The Register of Members may, after notice has been given in accordance with the
Act, be closed for any time or times not exceeding in the whole thirty days in each year. 
 
12. Registered Holder Absolute Owner 
 
The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly
shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other
person. 
 
13. Transfer of Registered Shares 
 
13.1 An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit,
or in such other form as the Board may accept: 
 
Transfer of a Share or Shares 
 
- Limited 
 
(the "Company") 
 
FOR VALUE RECEIVED.......  amount , I, [name of transferor] hereby sell, assign and transfer unto  transferee  of
 address ,  urn:newsml:reuters.com:*:number of shares of the Company. 
 
DATED this [    ] day of [        ], 2[    ] 
 
                                      
   Signed by:    In the presence of:  
                                      
   Transferor    Witness              
                                      
   Transferee    Witness              
 
 
13.2 Except as otherwise provided in these Bye-laws, such instrument of transfer shall be signed by or on behalf of the
transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by
or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has
been registered as having been transferred to the transferee in the Register of Members. 
 
13.3 The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of
the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the
transferor to make the transfer. 
 
13.4 The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder
or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors
or administrators of such deceased Member. 
 
13.5 The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of
a share which is not fully paid. The Board shall refuse to register a transfer unless all applicable consents,
authorisations and permissions of any governmental body or agency in Bermuda have been obtained. If the Board refuses to
register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged
with the Company, send to the transferor and transferee notice of the refusal. 
 
13.6 Shares may be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance
with the Act. 
 
14. Foreign Securities Laws 
 
14.1 The Board may, in its absolute and unfettered discretion, decline to register the transfer of any shares if it
believes that registration of such shares or transfer is required under the laws of any jurisdiction and such registration
has not been effected, save that the Board may request and rely on an opinion of counsel to the transferor or transferee,
in form and substance satisfactory to the Board, that no such registration is required. 
 
14.2 The Board shall have the authority to request from any direct or indirect holder of shares, and such holder shall
provide, such information as the Board may request for the purpose of determining whether any transfer contemplated by
Bye-law 14.1 should be permitted. 
 
15. Transmission of Registered Shares 
 
15.1 In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the
legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only
persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein
contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been
jointly held by such deceased Member with other persons. Subject to the Act, for the purpose of this Bye-law, legal
personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in
its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member. 
 
15.2 Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a
Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a
transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an
instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following: 
 
Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member 
 
- Limited (the "Company") 
 
I/We, having become entitled in consequence of the  death/bankruptcy  of [name and address of deceased/bankrupt Member] to
 urn:newsml:reuters.com:*:number share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt
Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the "Transferee") registered as a
transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same
unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were
held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the
same conditions. 
 
DATED this [    ] day of [         ], 2[    ] 
 
                                      
   Signed by:    In the presence of:  
                                      
   Transferor    Witness              
                                      
   Transferee    Witness              
 
 
15.3 On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to
prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board
shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer
of the share by that Member before such Member's death or bankruptcy, as the case may be. 
 
15.4 Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any
joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the
Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of
such joint holders. 
 
ALTERATION OF SHARE CAPITAL 
 
16. Power to Alter Capital 
 
16.1 The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the
currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act. 
 
16.2 Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the
Board may deal with or resolve the same in such manner as it thinks fit including (without limitation) in the way
prescribed in Bye-law 16.3 below. 
 
16.3 The Board may sell shares representing the fractions to any person (including the Company) for the best price
reasonably obtainable and distribute the net proceeds of sale in due proportion amongst the persons to whom such fractions
are attributable (except that if the amount due to a person is less than US$5.00, or such other sum as the Board may
decide, the Company may retain such sum for its own benefit). To give effect to such sale the Board may authorise a person
to execute an instrument of transfer of shares in the name and on behalf of the holder of, or the person entitled by
transmission to, them to the purchaser or as the purchaser may direct or implement any arrangements they may, in their
absolute discretion, think fit in relation to the evidencing of title to and transfer of uncertificated shares. 
 
16.4 The purchaser will not be bound to see to the application of the purchase moneys in respect of any such sale. The
title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings
connected with the sale or transfer. Any instrument or exercise referred to in Bye-law 16.3 shall be effective as if it had
been executed or exercised by the holder of the shares to which it relates. 
 
17. Variation of Rights Attaching to Shares 
 
If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be
varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction
of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the
class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the
issued shares of the class. The rights conferred upon the holders of the shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be
varied by the creation or issue of further shares ranking pari passu therewith. 
 
DIVIDENDS AND CAPITALISATION 
 
18. Dividends 
 
18.1 The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members,
in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in
which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as
against the Company. 
 
18.2 The Board may fix any date as the record date for determining the Members entitled to receive any dividend. 
 
18.3 The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on
some shares than on others. 
 
18.4 The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made
out of the assets of the Company. No unpaid distribution shall bear interest as against the Company. 
 
19. Power to Set Aside Profits 
 
The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it
thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose. 
 
20. Method of Payment 
 
20.1 Any dividend or other moneys payable in respect of a share may be paid by cheque or warrant sent through the post
directed to the address of the Member in the Register of Members (in the case of joint Members, the senior joint holder,
seniority being determined by the order in which the names stand in the Register of Members), or by direct transfer to such
bank account as such Member may direct. Every such cheque shall be made payable to the order of the person to whom it is
sent or to such persons as the Member may direct, and payment of the cheque or warrant shall be a good discharge to the
Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby. If
two or more persons are registered as joint holders of any shares any one of them can give an effectual receipt for any
dividend paid in respect of such shares. 
 
20.2 The Board may deduct from the dividends or distributions payable to any Member all moneys due from such Member to the
Company on account of calls or otherwise. 
 
20.3 Any dividend or other moneys payable in respect of a share which has remained unclaimed for 7 years from the date when
it became due for payment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company. The
payment of any unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company
into an account separate from the Company's own account. Such payment shall not constitute the Company a trustee in respect
thereof. 
 
20.4 The Company shall be entitled to cease sending dividend cheques and warrants by post or otherwise to a Member if those
instruments have been returned undelivered to, or left uncashed by, that Member on at least three consecutive occasions,
or, following one such occasion, reasonable enquiries have failed to establish the Member's new address. The entitlement
conferred on the Company by this Bye-law in respect of any Member shall cease if the Member claims a dividend or cashes a
dividend cheque or warrant. 
 
21. Capitalisation 
 
21.1 The Board may capitalise any amount for the time being standing to the credit of any of the Company's share premium or
other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying
such amount in paying up unissued shares to be allotted as fully paid up bonus shares pro-rata (except in connection with
the conversion of shares of one class to shares of another class) to the Members. 
 
21.2 The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts
otherwise available for dividend or distribution by applying such amounts in paying up in full partly or nil paid up shares
of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution. 
 
MEETINGS OF MEMBERS 
 
22. Annual General Meetings 
 
The annual general meeting of the Company shall be held in each year (other than the year of incorporation) at such time
and place as the president or the chairman (if any) or the Board shall appoint. 
 
23. Special General Meetings 
 
The president or the chairman (if any) or the Board may convene a special general meeting whenever in their judgment such a
meeting is necessary. 
 
24. Requisitioned General Meetings 
 
The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than
one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at
general meetings, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply. 
 
25. Notice 
 
25.1 At least 14 clear days' notice of an annual general meeting shall be given to each Member entitled to attend and vote
thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors will take
place thereat, and as far as practicable, the other business to be conducted at the meeting. 
 
25.2 At least 14 clear days' notice of a special general meeting shall be given to each Member entitled to attend and vote
thereat, stating the date, time, place and the general nature of the business to be considered at the meeting. 
 
25.3 The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at
any general meeting. 
 
25.4 A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be
deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the
case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at
the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend
and vote thereat in the case of a special general meeting. 
 
25.5 The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting
by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. 
 
26. Business at General Meetings 
 
26.1 No business may be conducted at an annual general meeting or a special general meeting, other than business that is
either: 
 
(a) specified in the notice of meeting given to Members by or at the direction of the Board; 
 
(b) otherwise properly brought before the meeting by or at the direction of the Board (or any duly authorised committee
thereof); 
 
(c) otherwise properly brought before the meeting by any Members pursuant to the valid exercise of power granted under the
Act; or 
 
(d) otherwise properly brought before the meeting by any Member who: 
 
(i) is a Member on the record date for the determination of Members entitled to vote at such meeting and on the date of the
giving of the notice referred to in Bye-law 26.2; 
 
(ii) on the date of the giving of the notice referred to in Bye-law 26.2 holds and has held continuously for a period of
not less than one year Common Shares which either (I) have an aggregate market value of not less than US$2,000 or (II)
carry not less than 1% of the total voting rights attributable to all Common Shares; 
 
(iii) continues to hold such Common Shares at the date of the meeting; and 
 
(iv) complies with the notice procedures set out in this Bye-law 26; 
 
provided, in each case, that such business proposed to be conducted is, under applicable law, a proper subject for
determination by the Members. 
 
26.2 In addition to any other applicable requirements, for business to be properly brought before an annual general meeting
or a special general meeting by a Member, such Member must have given notice thereof to the Secretary pursuant to Bye-law
26.3. The notice must include: 
 
(a) the name and address of the Member who intends to propose the business; 
 
(b) a representation that the Member is a holder of shares in the Company and that the Member intends to vote such shares
at such meeting; 
 
(c) a brief description of the business desired to be brought before the meeting and the reasons for conducting such
business at the meeting; 
 
(d) the class and number of shares in the Company which are beneficially owned by the Member; 
 
(e) any material interest of the Member in such business; and 
 
(f) such other information regarding each matter of business to be proposed by such Member as would be required to be
disclosed to Members in connection with voting on such matter pursuant to applicable law and regulations had the matter
been proposed, or intended to be proposed, by the Board. 
 
26.3 Any notice required to be given to the Secretary pursuant to Bye-law 26.2 must be in writing and delivered to or
mailed and received by the Secretary, who must receive the notice not later than the following dates: 
 
(a) in the case of an annual general meeting, not less than 90 days nor more than 120 days before the first anniversary of
the preceding year's annual general meeting, or, if no annual general meeting was held in the previous year or the date of
the annual general meeting is more than 30 days before or more than 30 days after such anniversary date, not later than 10
days following the earlier of the date on which notice of the annual general meeting was given to Members or the date on
which public disclosure of the date of the annual general meeting was made; and 
 
(b) in the case of a special general meeting, not later than 10 days following the earlier of the date on which notice of
the special general meeting was given to Members or the date on which public disclosure of the date of the special general
meeting was made. 
 
26.4 If the chairman (or other person presiding over the relevant general meeting) determines that business was not
properly brought before the meeting in accordance with the procedures set out in this Bye-law 26, he shall declare to the
meeting that such business shall not be transacted. 
 
27. Giving Notice and Access 
 
27.1 A notice may be given by the Company to a Member: 
 
(a) by delivering it to such Member in person; or 
 
(b) by sending it by letter mail or courier to such Member's address in the Register of Members; or 
 
(c) by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with
such directions as may be given by such Member to the Company for such purpose or by such other means as the Board may
decide and which are permitted by applicable laws or regulations and not prohibited by the Act; or 
 
(d) in accordance with Bye-law 27.3. 
 
27.2 Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be
given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice
to all the holders of such shares. 
 
27.3 Where a Member indicates his consent (in a form and manner satisfactory to the Board) to receive information or
documents by accessing them on a website rather than by other means, or receipt in this manner is otherwise permitted by
the Act or by applicable laws or regulations (and not prohibited by the Act), the Board may deliver such information or
documents by notifying the Member of their availability and including therein the address of the website, the place on the
website where the information or document may be found, and instructions as to how the information or document may be
accessed on the website. 
 
27.4 Save as provided by Bye-laws 27.5 and 27.6, any notice shall be deemed to have been served at the time when the same
would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove
that the notice was properly addressed and prepaid, if posted, at the time when it was posted, delivered to the courier or
to the cable company or transmitted by telex, facsimile, electronic mail, or such other method as the case may be. 
 
27.5 Notice delivered by letter mail shall be deemed to have been served 48 hours after the time on which it is deposited,
with postage prepaid, in the mail of any member state of the European Union, the United States, or Bermuda. 
 
27.6 In the case of information or documents delivered in accordance with Bye-law 27.3, service shall be deemed to have
occurred when (i) the Member is notified in accordance with that Bye-law; and (ii) the information or document is published
on the website. 
 
27.7 The Company shall be under no obligation to send a notice or other document to the address shown for any particular
Member in the Register of Members if the Board considers that the legal or practical problems under the laws of, or the
requirements of any regulatory body or stock exchange in, the territory in which that address is situated are such that it
is necessary or expedient not to send 
 
the notice or document concerned to such Member at such address and may require a Member with such an address to provide
the Company with an alternative acceptable address for delivery of notices by the Company. 
 
28. Postponement or Cancellation of General Meeting 
 
The chairman or the president may, and the Secretary on instruction from the chairman or the president shall, postpone or
cancel any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned under these
Bye-laws) provided that notice of postponement or cancellation is given to each Member before the time for such meeting.
Fresh notice of the date, time and place for the postponed or cancelled meeting shall be given to the Members in accordance
with these Bye-laws. 
 
29. Attendance and Security at General Meetings 
 
29.1 If so permitted by the Board or the chairman in relation to a general meeting, members may participate in such general
meeting by such electronic means as permit all persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such
meeting. 
 
29.2 The Board may, and at any general meeting, the chairman of such meeting may make any arrangement and impose any
requirement or restriction it or he considers appropriate to ensure the security of a general meeting including, without
limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their
personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general
meeting, the chairman of such meeting are entitled to refuse entry to a person who refuses to comply with any such
arrangements, requirements or restrictions. 
 
30. Quorum at General Meetings 
 
30.1 At any general meeting two or more persons present in person or by proxy at the start of the meeting shall form a
quorum for the transaction of business. 
 
30.2 If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting
convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned
to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may
determine. If the meeting shall be adjourned to the same day one week later or the Secretary shall determine that the
meeting is adjourned to a specific date, time and place, it shall not be necessary to give notice of the adjourned meeting
other than by announcement at the meeting being adjourned. If the Secretary shall determine that the meeting be adjourned
to an unspecified date, time or place, fresh notice of the resumption of the meeting shall be given to each Member entitled
to attend and vote thereat in accordance with these Bye-laws. 
 
31. Chairman to Preside at General Meetings 
 
Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the chairman, if there be one, and
if not the president (if he is a Director), if there be one, shall act as chairman at all meetings of the Members at which
such person is present. In their absence, a chairman shall be appointed or elected by those present at the meeting and
entitled to vote. 
 
32. Voting on Resolutions 
 
32.1 Subject to the Act and these Bye-laws, any question proposed for the consideration of the Members at any general
meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Bye-laws and in
the case of an equality of votes the resolution shall fail. 
 
32.2 No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held
by such Member. 
 
32.3 Unless the notice convening the meeting specifies that a particular resolution shall be voted upon by poll, at any
general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands
and, subject to these Bye-laws and any rights or restrictions for the time being lawfully attached to any class of shares,
every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and
shall cast such vote by raising his or her hand. 
 
32.4 In the event that a Member participates in a general meeting by telephone, electronic or other communications
facilities or means, the chairman of the meeting shall direct the manner in which such Member may cast his vote on a show
of hands. 
 
32.5 At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the
meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall
not be invalidated by any error in such ruling. 
 
32.6 At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on
a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in
a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of
that fact. 
 
33. Power to Demand a Vote on a Poll 
 
33.1 Notwithstanding the foregoing, a poll may be demanded by any of the following persons: 
 
(a) the chairman of such meeting; or 
 
(b) at least three Members present in person or represented by proxy; or 
 
(c) any Member or Members present in person or represented by proxy and holding between them not less than one-tenth of the
total voting rights of all the Members having the right to vote at such meeting; or 
 
(d) any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to
vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total
amount paid up on all such shares conferring such right. 
 
33.2 Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of
shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for
which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general
meeting at which one or more Members are present by electronic means, in such manner as the chairman of the meeting may
direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and
shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled
to more than one vote need not use all his votes or cast all the votes he uses in the same way. 
 
33.3 A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the
chairman (or acting chairman) of the meeting may direct. Any business other than that upon which a poll has been demanded
may be conducted pending the taking of the poll. 
 
33.4 Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot
paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the
nature of the question on which the vote is taken. Each ballot paper shall be signed or initialled or otherwise marked so
as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or
other communications facilities or means shall cast his vote in such manner as the chairman shall direct. At the conclusion
of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a
committee of not less than two persons appointed by the chairman for the purpose. The result of the poll shall be declared
by the chairman. 
 
34. Voting by Joint Holders of Shares 
 
In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted
to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order
in which the names stand in the Register of Members. 
 
35. Instrument of Proxy 
 
35.1 A Member may appoint a proxy by (a) an instrument appointing a proxy in writing in substantially the following form or
such other form as the Board may determine from time to time: 
 
Proxy 
 
- Limited 
 
(the "Company") 
 
I/We, [insert names here], being a Member of the Company with  urn:newsml:reuters.com:*:number shares, HEREBY APPOINT  urn:newsml:reuters.com:*:name of  address  or
failing him,  urn:newsml:reuters.com:*:name of  address  to be my/our proxy to vote for me/us at the meeting of the Members to be held on the [   
] day of [        ], 200[    ] and at any adjournment thereof. (Any restrictions on voting to be inserted here.) 
 
Signed this [    ] day of [            ], 2[    ] 
 
                                                                                                         
                                                                                                         
   Member(s)                                                                                             
                                                                                                         
   or (b) such telephonic, electronic or other means as may be approved by the Board from time to time.  
 
 
35.2 The appointment of a proxy must be received by the Company at the registered office or at such other place or in such
manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in
relation to the meeting at which the person named in the appointment proposes to vote, and an appointment of proxy which is
not received in the manner so permitted shall be invalid. 
 
35.3 A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his
behalf in respect of different shares. 
 
35.4 The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final. 
 
36. Representation of Corporate Member 
 
36.1 A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act
as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf
of the corporation which such person represents as that corporation could exercise if it were an individual Member, and
that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or
representatives. 
 
36.2 Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right
of any person to attend and vote at general meetings on behalf of a corporation which is a Member. 
 
37. Adjournment of General Meeting 
 
37.1 The chairman of any general meeting at which a quorum is present may with the consent of Members holding a majority of
the voting rights of those Members present in person or by proxy (and shall if so directed by Members holding a majority of
the voting rights of those Members present in person or by proxy), adjourn the meeting. 
 
37.2 In addition, the chairman may adjourn the meeting to another time and place without such consent or direction if it
appears to him that: 
 
(a) it is likely to be impracticable to hold or continue that meeting because of the number of Members wishing to attend
who are not present; or 
 
(b) the unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the
business of the meeting; or 
 
(c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. 
 
37.3 Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh
notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to
attend and vote thereat in accordance with these Bye-laws. 
 
38. Written Resolutions 
 
38.1 Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution
of a meeting of any class of the Members may, without a meeting and without any previous notice being required, be done by
resolution in writing signed by, or in the case of a Member that is a corporation whether or not a company within the
meaning of the Act, on behalf of, all the Members who at the date of the resolution would be entitled to attend the meeting
and vote on the resolution. 
 
38.2A resolution in writing may be signed by, or in the case of a Member that is a corporation whether or not a company
within the meaning of the Act, on behalf of, all the Members, or all the Members of the relevant class thereof, in as many
counterparts as may be necessary. 
 
38.3 A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in
general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a
meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly. 
 
38.4 A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act. 
 
38.5 This Bye-law shall not apply to: 
 
(a) a resolution passed to remove an auditor from office before the expiration of his term of office; or 
 
(b) a resolution passed for the purpose of removing a Director before the expiration of his term of office. 
 
38.6 For the purposes of this Bye-law, the effective date and place of the resolution is the date and place when and where
the resolution is signed by, or in the case of a Member that is a corporation whether or not a company within the meaning
of the Act, on behalf of, the last Member to sign and any reference in any Bye-law to the date or place of passing of a
resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date or place. 
 
39. Directors' Attendance at General Meetings 
 
The Directors shall be entitled to receive notice of, attend and be heard at any general meeting. 
 
DIRECTORS AND OFFICERS 
 
40. Election of Directors 
 
40.1 The Board of Directors shall be elected or appointed, except in the case of a casual vacancy or an appointment or
election pursuant to rights referred to in Bye-law 40.9, at the annual general meeting or at any special general meeting
called for that purpose. 
 
40.2 The Board shall consist of such number of Directors being not less than two Directors and not more than such maximum
number of Directors, not exceeding fifteen Directors, as the Board may from time to time determine. The Board shall at all
times comprise a majority of Directors who are not resident in the United Kingdom for United Kingdom tax purposes. 
 
40.3 Only persons who are proposed or nominated in accordance with this Bye-law 40 shall be eligible for election as
Directors. Nominations of persons for election to the Board may be made at any annual general meeting or at a special
general meeting called for the purpose of electing Directors: 
 
(a) by or at the direction of the Board (or any duly authorised committee thereof); 
 
(b) by any Members pursuant to the valid exercise of power granted under the Act; or 
 
(c) by any Member who: 
 
(i) is a Member on the record date for the determination of Members entitled to vote at such meeting and on the date of the
giving of the notice referred to in Bye-law 40.4; 
 
(ii) on the date of the giving of the notice referred to in Bye-law 40.4 holds and has held continuously for a period of
not less than one year Common Shares which either (I) have an aggregate market value of not less than US$2,000 or (II)
carry not less than 1% of the total voting rights attributable to all Common Shares; 
 
(iii) continues to hold such Common Shares at the date of the meeting; and 
 
(iv) complies with the notice procedures set out in this Bye-law 40. 
 
40.4 The notice must include: 
 
(a) the name and address of the Member who intends to make the nomination(s); 
 
(b) a representation that the Member is a holder of shares in the Company and that the Member intends to vote such shares
at such meeting; 
 
(c) the name, age, business address and residence address of each nominee proposed in the notice; 
 
(d) the principal occupation or employment of each such nominee; 
 
(e) the number of shares in the Company which are beneficially owned by each such nominee; 
 
(f) the consent in writing of each nominee to serve as a Director if so elected; 
 
(g) a representation that the Member intends to appear in person or by proxy at the meeting to nominate each person
specified in the notice; 
 
(h) a description of all arrangements or understandings between the Member and each nominee or any other person or persons
(naming such person or persons) pursuant to which each nomination is to be made by the Member; and 
 
(i) such other information concerning such persons as would be required to be disclosed to Members in connection with the
election of Directors pursuant to applicable law and regulations had the persons been nominated, or intended to be
nominated, by the Board. 
 
40.5 Any notice required to be given to the Secretary pursuant to Bye-law 40.4 must be in writing and delivered to or
mailed and received by the Secretary, who must receive the notice not later than the following dates: 
 
(a) in the case of an annual general meeting, not less than 90 days nor more than 120 days before the first anniversary of
the preceding year's annual general meeting, or, if no annual general meeting was held in the previous year or the date of
the annual general meeting is more than 30 days before or more than 30 days after such anniversary date, not later than 10
days following the earlier of the date on which notice of the annual general meeting was given to Members or the date on
which public disclosure of the date of the annual general meeting was made; and 
 
(b) in the case of a special general meeting, not later than 10 days following the earlier of the date on which notice of
the special general meeting was given to Members or the date on which public disclosure of the date of the special general
meeting was made. 
 
40.6 If the chairman (or other person presiding over the relevant general meeting) determines that a nomination was not
made in accordance with the procedures set out in this Bye-law 40, he shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded. 
 
40.7 Where the number of persons validly proposed for re-election or election as a Director is greater than the number of
Directors to be elected, the persons receiving the most votes (up to the number of Directors to be elected) shall be
elected as Directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of such
Directors. 
 
40.8 At any general meeting the Members may authorise the Board to fill any vacancy in their number left unfilled at a
general meeting. 
 
40.9 A Director may be appointed or elected pursuant to the special rights that may be designated by the Board as attaching
to a class or series of shares pursuant to Bye-law 4.2(c). 
 
40.10 The Board may appoint any person as a Director to fill a casual vacancy on the Board. Any Director so appointed by
the Board shall hold office only until the next annual general meeting of the Company but shall be eligible for
re-election. 
 
41. Term of Office of Directors 
 
Directors shall hold office for such term as the Members may determine or, in the absence of such determination, until the
next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated. 
 
42. No Share Qualification 
 
A Director shall not be required to hold any shares in the capital of the Company by way of qualification. A Director who
is not a Member shall nevertheless be entitled to attend and speak at general meetings and at any separate meeting of the
holders of any class of shares in the capital of the Company 
 
43. Alternate Directors 
 
43.1 At any general meeting, the Members may elect a person or persons to act as a Director in the alternative to any one
or more Directors or may authorise the Board to appoint such Alternate Directors. 
 
43.2 Unless the Members otherwise resolve, any Director may appoint another Director or a person approved by the Board to
act as a Director in the alternative to himself by notice deposited with the Secretary. Any person so elected or appointed
shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative
provided that such person shall not be counted more than once in determining whether or not a quorum is present. 
 
43.3 An Alternate Director shall be entitled to receive notice of all meetings of the Board and to attend and vote at any
such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally
present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was
appointed. 
 
43.4 An Alternate Director shall cease to be such if the Director for whom he was appointed to act as a Director in the
alternative ceases for any reason to be a Director, but he may be re-appointed by the Board as an alternate to the person
appointed to fill the vacancy in accordance with these Bye-laws. 
 
44. Removal of Directors 
 
44.1 Subject to any provision to the contrary in these Bye-laws, the Members holding Common Shares may, at any special
general meeting convened and held in accordance with these Bye-laws, remove a Director by a resolution comprising the
affirmative vote of not less than 75% per cent of the votes attaching to all Common Shares in issue, provided that the
notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to
do and be served on such Director not less than 14 days before the meeting and at such meeting the Director shall be
entitled to be heard on the motion for such Director's removal. 
 
44.2 If a Director is removed from the Board under the provisions of this Bye-law the Members may fill the vacancy at the
meeting at which such Director is removed. In the absence of such election or appointment, the Board may fill the vacancy. 
 
44.3 Subject to any provision to the contrary in these Bye-laws, a Director may be removed at any time and for any reason
prior to the expiration of such Director's period of office by a vote of not less than 75% of the Directors other than the
Director in question at a Board meeting duly convened and held in accordance with these Bye-laws. 
 
45. Vacancy in the Office of Director 
 
45.1 The office of Director shall be vacated if the Director: 
 
(a) is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law; 
 
(b) is or becomes bankrupt, or makes any arrangement or composition with his creditors generally; 
 
(c) is or becomes of unsound mind or dies; 
 
(d) shall for more than 6 consecutive months have been absent without permission of the Board from meetings of the Board
held during that period and his Alternate Director (if any) shall not during such period have attended in his stead and the
Board resolves that his office be vacated; 
 
(e) resigns his office by notice to the Company; or 
 
(f) upon his term of office expiring pursuant to the special rights of any class or series of shares. 
 
45.2 The Members in general meeting or the Board shall have the power to appoint any person as a Director to fill a vacancy
on the Board occurring as a result of the death, disability, disqualification or resignation of any Director or as a result
of an increase in the size of the Board and to appoint an Alternate Director to any Director so appointed. 
 
46. Remuneration of Directors 
 
46.1 The amount of any fees payable to Directors shall be determined by the Board and shall be deemed to accrue from day to
day. 
 
46.2 Any Director who holds any executive office (including for this purpose the office of chairman or deputy chairman
whether or not such office is held in an executive capacity), or who serves on any committee, or who, at the request of the
Board, goes or resides abroad, makes any special journey or otherwise performs services which in the opinion of the Board
are outside the scope of the ordinary duties of a Director, may be paid such remuneration by way of salary, commission or
otherwise as the Board may determine in addition to or in lieu of any fee payable to him for his services as Director
pursuant to these Bye-laws. 
 
46.3 The Company shall repay to any Director all such reasonable expenses as he may properly incur in the performance of
his duties including attending meetings of the Directors or of any committee of the Directors or general meetings or
separate meetings of the holders of any class of shares or debentures of the Company or otherwise in or about the business
of the Company. 
 
46.4 Without prejudice to the generality of the foregoing, the Directors may exercise all the powers of the Company to
establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or
superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or
emoluments to, any persons who are or were at any time in the employment or service of or who are or were at any time
Directors or officers of and holding any salaried employment or office in the Company or any other Group company in which
the Company or any Group company has any interest whether direct or indirect or which is in any way allied to or associated
with the Company or any Group company and the families and dependants of any such persons, and also establish and subsidise
or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the
interests and well-being of the Company or of any such other company, or of any such persons as aforesaid, and, subject to
the Act, make payments for or towards the insurance of any such persons as aforesaid, and do any of the matters aforesaid
either alone or in conjunction with any such other company. 
 
47. Defect in Appointment of Director 
 
All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom
the Board may have delegated any of its powers or any person acting as a Director shall, notwithstanding that it be
afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that
he was, or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to
be a Director or act in the relevant capacity. 
 
48. Directors to Manage Business 
 
48.1 The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the
Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by
the Company in general meeting. 
 
48.2 Subject to these Bye-laws, the Board may delegate to any company, firm, person, or body of persons any power of the
Board (including the power to sub-delegate). 
 
49. Powers of the Board of Directors 
 
The Board may: 
 
49.1 appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their
remuneration and determine their duties; 
 
49.2 exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security
interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock
and other securities whether outright or as security for any debt, liability or obligation of the Company or any third
party; 
 
49.3 appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall,
subject to the control of the Board, supervise and administer all of the general business and affairs of the Company; 
 
49.4 appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such
manager such powers and duties as it deems appropriate for the transaction or conduct of such business; 
 
49.5 by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly
by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think
fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with
any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the
powers, authorities and discretions so vested in the attorney; 
 
49.6 procure that the Company pays all expenses incurred in promoting and incorporating the Company and listing the shares
of the Company; 
 
49.7 delegate any of its powers (including the power to sub-delegate) to a committee appointed by the Board which may
consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the
Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed
by these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not
superseded by directions imposed by the Board; 
 
49.8 delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the
Board may see fit; 
 
49.9 present any petition and make any application in connection with the liquidation or reorganisation of the Company; 
 
49.10 in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and 
 
49.11 authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and
in connection therewith to execute any agreement, document or instrument on behalf of the Company. 
 
50. Register of Directors and Officers 
 
The Board shall cause to be kept in one or more books at the registered office of the Company a register of directors and
officers and shall enter therein the particulars required by the Act. 
 
51. Appointment of Officers 
 
The Board may appoint such officers (who may or may not be Directors) as the Board may determine. 
 
52. Appointment of Secretary 
 
The Secretary shall be appointed by the Board from time to time. 
 
53. Duties of Officers 
 
The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may
be delegated to them by the Board from time to time. 
 
54. Remuneration of Officers 
 
The Officers shall receive such remuneration as the Board may determine. 
 
55. Conflicts of Interest 
 
55.1 Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any
capacity for, be employed by or render services to the Company and such Director or such Director's firm, partner or
company shall be entitled to remuneration as if such Director were not a Director. Nothing herein contained shall authorise
a Director or Director's firm, partner or company to act as Auditor to the Company. 
 
55.2 If a Director or an immediate family member of a Director is directly or indirectly interested in a contract or
proposed contract or arrangement with the Company, that Director shall declare the nature of such interest as required by
the Act. 
 
55.3 Following a declaration being made pursuant to this Bye-law, and unless disqualified by the chairman of the relevant
Board meeting (or, if the declaration is made by the chairman of the meeting, by a majority in number of the other
Directors in attendance), a Director may vote in respect of any contract or proposed contract or arrangement in which such
Director is interested and may be counted in the quorum for such meeting. The chairman of a Board meeting may require a
Director to 
 
leave the meeting to enable the Board to discuss and/or vote on a matter in which the chairman considers the Director or an
immediate family member of the Director to be interested. If a majority in number of the Directors in attendance at a Board
meeting consider the chairman of the meeting or an 

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