Aviva plc

AV.

GB00BPQY8M80

Life & Health Insurance

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Aviva : Articles of Association - 6 May 2026

Published on 05/09/2026 at 01:49 am AEST

Publicnow

AVIVA PLC

+0.98%

Company No. 2468686 The Companies Act 2006

PUBLIC COMPANY LIMITED BY SHARES Articles of Association of Aviva plc

as adopted by special resolution passed on 10 May 2018 (and amended by special resolutions passed on 9 May 2022, 2 May 2024, and 6 May 2026)

Table of Contents

PRELIMINARY 7

INTERPRETATION 7
MODEL ARTICLES OR REGULATIONS NOT TO APPLY 10
LIABILITY OF MEMBERS 10
LIMITED LIABILITY 10
SHARE CAPITAL 10
SPECIAL SHARE RIGHTS 10
4A. RIGHTS AND RESTRICTIONS ATTACHED TO B SHARES 11
1. Unclaimed Redemption Amounts 11
2. Deletion of article 4A when no B Shares in existence 11
ALLOTMENT AND PRE-EMPTION 11
POWER TO ISSUE DIFFERENT CLASSES OF SHARES 12
RIGHTS AND RESTRICTIONS ATTACHING TO SHARES 12
COMMISSION 12
TRUSTS NOT RECOGNISED 12
UNCERTIFICATED SHARES 12
SHARE CERTIFICATES 13
RIGHT TO CERTIFICATE 13
REPLACEMENT CERTIFICATES 13
EXECUTION OF SHARE CERTIFICATES 14
SHARE WARRANTS TO BEARER 14
SHARE WARRANTS 14
LIEN 15
COMPANY'S LIEN ON SHARES NOT FULLY PAID 15
ENFORCEMENT OF LIEN BY SALE 15
APPLICATION OF PROCEEDS OF SALE 16
CALLS ON SHARES 16
CALLS 16
POWER TO DIFFERENTIATE 16
INTEREST ON CALLS 16
PAYMENT IN ADVANCE 16
AMOUNTS DUE ON ALLOTMENT OR ISSUE TREATED AS CALLS 16
FORFEITURE 17
NOTICE IF CALL NOT PAID 17
FORFEITURE FOR NON-COMPLIANCE 17
NOTICE AFTER FORFEITURE 17
DISPOSAL OF FORFEITED SHARES 17
ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE 18
SURRENDER 18
UNTRACED SHAREHOLDERS 18
POWER OF SALE 18
APPLICATION OF PROCEEDS OF SALE 19
TRANSFER OF SHARES 19
METHOD OF TRANSFER 19
RIGHT TO REFUSE REGISTRATION 20
FEES ON REGISTRATION 21
TRANSMISSION OF SHARES 21
ON DEATH 21
ENTRY OF TRANSMISSION IN REGISTER 21
ELECTION OF PERSON ENTITLED BY TRANSMISSION 21
RIGHTS ON TRANSMISSION 22
FRACTIONS OF SHARES 22
FRACTIONS 22
GENERAL MEETINGS 23
ANNUAL GENERAL MEETINGS 23
CONVENING OF GENERAL MEETINGS BY THE BOARD 23
CONVENING OF GENERAL MEETINGS BY REQUIREMENT OF THE MEMBERS . 23
FORMAT OF GENERAL MEETINGS 23
LENGTH AND FORM AND CONTENT OF NOTICE 24
OMISSION TO SEND NOTICE 25
CHANGES TO ARRANGEMENTS FOR GENERAL MEETINGS 25
PROCEEDINGS AT GENERAL MEETINGS 25
QUORUM 25
NO BUSINESS TO BE TRANSACTED UNLESS QUORUM PRESENT 25
PROCEDURE IF QUORUM NOT PRESENT 25
CHAIR 26
RIGHT TO ATTEND AND SPEAK 26
POWER TO ADJOURN 27
NOTICE OF ADJOURNED MEETING 27
BUSINESS AT ADJOURNED MEETING 28
ELECTRONIC MEETINGS AND SATELLITE MEETINGS 28
SECURITY, HEALTH AND SAFETY 28
VALIDITY OF MEETING 29
VOTING 29
METHOD OF VOTING 29
PROCEDURE ON A POLL 30
VOTES OF MEMBERS 31
NO CASTING VOTE 32
RESTRICTION ON VOTING RIGHTS FOR UNPAID CALLS ETC 32
VOTING BY PROXY 32
APPOINTMENT OF PROXY 33
VALIDITY OF ACTIONS BY PROXY OR REPRESENTATIVE OF A CORPORATION34
CORPORATE REPRESENTATIVES 35
OBJECTIONS TO AND ERROR IN VOTING 35
AMENDMENTS TO SPECIAL RESOLUTIONS 35
AMENDMENTS TO ORDINARY RESOLUTIONS 35
CLASS MEETINGS 35
FAILURE TO DISCLOSE INTERESTS IN SHARES 36
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS 37
NUMBER OF DIRECTORS 37
POWER OF THE COMPANY TO APPOINT DIRECTORS 38
POWER OF THE BOARD TO APPOINT DIRECTORS 38
MANAGING AND EXECUTIVE DIRECTORS 38
ELIGIBILITY OF NEW DIRECTORS 38
VOTING ON RESOLUTION FOR APPOINTMENT 38
RETIREMENT OF DIRECTORS 39
PROCEDURE IF INSUFFICIENT DIRECTORS APPOINTED 39
PROVISIONS FOR MEETING CONVENED UNDER ARTICLE 78 39
DEEMED REAPPOINTMENT 39
REMOVAL BY ORDINARY RESOLUTION 39
VACATION OF OFFICE BY DIRECTOR 40
ALTERNATE DIRECTORS 40
APPOINTMENT 40
REVOCATION OF APPOINTMENT 41
PARTICIPATION IN BOARD MEETINGS 41
RESPONSIBILITY 41
REMUNERATION, EXPENSES AND PENSIONS 41
DIRECTORS' FEES 41
ADDITIONAL REMUNERATION 42
EXPENSES 42
REMUNERATION AND EXPENSES OF ALTERNATE DIRECTORS 42
DIRECTORS' PENSIONS AND OTHER BENEFITS 42
REMUNERATION OF EXECUTIVE DIRECTORS 43
POWERS AND DUTIES OF THE BOARD 43
POWERS OF THE BOARD 43
POWERS OF DIRECTORS BEING LESS THAN MINIMUM REQUIRED NUMBER 43
POWERS OF EXECUTIVE DIRECTORS 43
DELEGATION TO COMMITTEES 43
AGENTS 44
ASSOCIATE DIRECTORS 44
EXERCISE OF VOTING POWERS 44
PROVISION FOR EMPLOYEES 44
REGISTERS 44
BORROWING POWERS 44
REGISTER OF CHARGES 47
DIRECTORS' INTERESTS 47
PROCEEDINGS OF DIRECTORS AND COMMITTEES 51
BOARD MEETINGS 51
NOTICE OF BOARD MEETINGS 51
QUORUM 51
CHAIR OF BOARD 52
VOTING 52
TELEPHONE/ELECTRONIC BOARD MEETINGS 52
RESOLUTIONS WITHOUT MEETINGS 52
PROCEEDINGS OF COMMITTEES 53
RECORDS OF PROCEEDINGS 53
VALIDITY OF PROCEEDINGS OF BOARD OR COMMITTEE 53
SECRETARY AND AUTHENTICATION OF DOCUMENTS 53
SECRETARY 53
AUTHENTICATION OF DOCUMENTS 54
SEALS 54
SAFE CUSTODY 54
APPLICATION OF SEALS 54
DIVIDENDS AND OTHER PAYMENTS 54
DECLARATION OF DIVIDENDS 54
CANCELLATION (AND WITHHOLDING) OR DEFERRAL OF DIVIDENDS 54
INTERIM DIVIDENDS 55
ENTITLEMENT TO DIVIDENDS 55
METHOD OF PAYMENT 55
DIVIDENDS NOT TO BEAR INTEREST 57
RESERVES AND CARRY FORWARD 57
CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS ETC 57
UNCLAIMED DIVIDENDS ETC 57
UNCASHED DIVIDENDS 58
PAYMENT OF DIVIDENDS IN SPECIE 58
PAYMENT OF SCRIP DIVIDENDS 58
CAPITALISATION OF RESERVES 60
CAPITALISATION OF RESERVES - EMPLOYEES' SHARE SCHEMES 61
RECORD DATES 61
ACCOUNTS 61
KEEPING AND INSPECTION OF ACCOUNTS 61
ACCOUNTS TO BE SENT TO MEMBERS ETC 62
NOTICES AND COMMUNICATIONS 62
FORM OF NOTICES AND COMMUNICATIONS BY THE COMPANY 62
COMMUNICATION DURING SUSPENSION OR CURTAILMENT OF POSTAL SERVICES 63
DEEMED DELIVERY OF NOTICES, DOCUMENTS AND INFORMATION 63
NOTICE BINDING ON TRANSFEREES ETC 64
NOTICE IN CASE OF JOINT HOLDERS 64
NOTICE IN CASE OF ENTITLEMENT BY TRANSMISSION 64
MISCELLANEOUS 65
DESTRUCTION OF DOCUMENTS 65
WINDING UP 66
INDEMNIFICATION OF OFFICERS 66

Company no. 2468686 THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

Articles of Association of Aviva plc ‌PRELIMINARY

‌INTERPRETATION
1. In these articles, unless the context otherwise requires:
  "Act" means the Companies Act 2006 as in force from time to time; "articles" means these articles of association as altered from time to time; "auditors" means the auditors from time to time of the Company;
  "Aviva Group" means the Company and its subsidiary undertakings;
  "Board" means the board of directors from time to time of the Company or the directors present
  at a duly convened meeting of the directors at which a quorum is present;
  "business day" means a day (not being a Saturday, Sunday or bank holiday) on which clearing banks are open for business in London;
  "certificated" means, in relation to a share, a share which is not in uncertificated form;
  "clear days" means, in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
  a "combined physical and electronic general meeting" means a general meeting where persons entitled to attend and participate may do so in person or by simultaneous attendance and participation by means of an electronic facility;
  "Company" means Aviva plc incorporated in England and Wales with company number 2468686 and "company" includes any body corporate (not being a corporation sole) or association of persons, whether or not a company within the meaning of the Act;
  "director" means a director for the time being of the Company;
  "electronic address" has the same meaning as in the Act; "electronic form" has the same meaning as in the Act; "electronic means" has the same meaning as in the Act; "hard copy form" has the same meaning as in the Act;
  "electronic facility" includes (without limitation) website addresses and conference call systems and any device, system, procedure, method or other facility providing an electronic means of attendance at and/or participation in a general meeting of the Company decided by the Board
  under these articles and available in respect of that meeting;
  "entitled by transmission" means, in relation to a share, entitled as a consequence of the death or bankruptcy of a member, or as a result of another event giving rise to a transmission of entitlement by operation of law;
  "executed" includes, in relation to a document, execution under hand or under seal or by any other method permitted by law;
  "FCA" means the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 or any successor enactment;
  "holder" means, in relation to a share, the member whose name is entered in the register as the holder of that share;
  "London Stock Exchange" means London Stock Exchange plc;
  "member" means a member of the Company;
  "office" means the registered office for the time being of the Company; "paid", "paid up" and "paid-up" mean paid or credited as paid;
  a "physical general meeting" means a general meeting held or conducted at one or more physical venues (at which facilities are not available to allow for persons who are not at such physical venue to attend or participate in the meeting electronically);
  "qualifying person" means an individual who is a member of the Company, a person authorised under section 323 of the Act to act as the representative of a corporation in relation to a meeting or a person appointed as proxy of a member in relation to the meeting;
  "register" means the register of members of the Company kept pursuant to section 113 of the Act or the issuer register of members and Operator register of members maintained pursuant to Regulation 20 of the Uncertificated Securities Regulations and, where the context requires, any register maintained by the Company or the Operator of persons holding any renounceable right of allotment of a share;
  "seal" means the common seal of the Company or any official or securities seal that the Company
  may have or may be permitted to have under the Statutes;
  "secretary" means the secretary of the Company and includes any joint, assistant or deputy secretary and a person appointed by the Board to perform the duties of the secretary;
  "shares" means shares in the capital of the Company;
  "Statutes" means the Act, the Uncertificated Securities Regulations and every other statute,
  statutory instrument, regulation or order for the time being in force concerning the Company;
  "uncertificated proxy instruction" means a properly authenticated dematerialised instruction and/or other instruction or notification sent by means of a relevant system and received by such participant in that system acting on behalf of the Company as the Board may prescribe, in such
  form and subject to such terms and conditions as may from time to time be prescribed by the Board (subject always to the facilities and requirements of the relevant system concerned);
  "Uncertificated Securities Regulations" means the Uncertificated Securities Regulations 2001, as amended from time to time, including any provisions of or under the Act which alter or replace such regulations; and
  "uncertificated" means, in relation to a share, that title to the share is recorded in the register as being held in uncertificated form and may, by virtue of the Uncertificated Securities Regulations, be transferred by means of a relevant system.
  The expressions "dematerialised instruction", "issuer register of members", "Operator", "Operator instruction", "Operator register of members", "participating issuer", "participating security", "properly authenticated dematerialised instruction" and "relevant system" have the same meaning as in the Uncertificated Securities Regulations.
2. Unless the context otherwise requires, words and expressions to which a particular meaning is given by the Act, as in force when the articles are adopted, shall have the same meaning in the articles, except where the word or expression is otherwise defined in the articles.
3. All references in the articles to the giving of instructions by means of a relevant system shall be deemed to relate to a properly authenticated dematerialised instruction given in accordance with the Uncertificated Securities Regulations. The giving of such instructions shall be subject to:
  1. the facilities and requirements of the relevant system;
  2. the Uncertificated Securities Regulations; and
  3. the extent to which such instructions are permitted by or practicable under the rules and practices from time to time of the Operator of the relevant system.
4. For the purposes of these articles, "subsidiary undertaking" has the meaning given by the Act.
5. Where an ordinary resolution of the Company is expressed to be required for any purpose, a special resolution is also effective for that purpose.
6. References to a document being "signed" or to "signature" include references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Act.
7. References to "writing" include references to any method of reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise and "written" shall be construed accordingly.
8. References to a "meeting":
  1. refer to a meeting convened and held in any manner permitted by these articles, including a general meeting of the Company at which any of those entitled to be present attend and participate by means of an electronic facility and/or attend and participate at a satellite meeting, and such persons shall be deemed to be present at that meeting for all purposes of the Act and these articles and "attend", "attending", "attendance", "participate", "participating" and "participation" shall be construed accordingly; and
  2. shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
9. A member is "present" at a meeting if the member (being an individual) attends or if the member (being a corporation) attends by its duly authorised representative, or if the member attends by their or its duly appointed proxy, who attends, in each case in accordance with these articles.
10. any reference to a person who is attending or participating in a meeting electronically is a reference to a person whose attendance or participation at that meeting is enabled by a facility or facilities (whether electronic or otherwise), other than physical presence at a general meeting, which allows persons who may not be physically present together to communicate with each other any information or opinions they may have on any particular item of business of the meeting; electronic attendance and participation shall be construed accordingly.
11. The ejusdem generis principle of construction shall not apply. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words.
12. Words importing the singular number include the plural number and vice versa, words importing one gender include the other gender and words importing persons include bodies corporate and unincorporated associations.
13. The headings in the articles do not affect the interpretation of the articles.
14. References to a "debenture" include debenture stock.
15. References to any statutory provision or statute include all modifications thereto and all re-enactments thereof (with or without modification) and all subordinate legislation made thereunder in each case for the time being in force. This article does not affect the interpretation of article 1.2.
‌MODEL ARTICLES OR REGULATIONS NOT TO APPLY
No model articles or regulations contained in any statute or subordinate legislation including the regulations contained in Table A in the schedule to the Companies (Tables A to F) Regulations 1985 apply to the Company.
‌LIABILITY OF MEMBERS
‌LIMITED LIABILITY
The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.
‌SHARE CAPITAL
‌SPECIAL SHARE RIGHTS
1. Subject to any special rights previously conferred on the holders of any shares or class of shares, any share may be issued with, or have attached to them, such special rights or restrictions as the Company may by ordinary resolution determine or, in default of such determination, as the Board may determine.
2. If any class of shares has any preferential right to dividend or return of capital, the conferring on other shares of rights to either dividend or return of capital ranking in priority either before or pari passu with that class shall, unless otherwise expressly provided by the terms on which shares of that class are held, be deemed a variation of the rights attached to that class of shares.
3. Subject to section 630 of the Act and unless otherwise expressly provided by the terms on which shares of that class are held, all or any of the rights attached to any class of shares from time to time issued may, whether or not the Company is being wound up, be varied or abrogated with the written consent of the holders of not less than three-fourths in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of such shares validly held in accordance with article 69 and other relevant provisions of these articles.
  ‌4A. RIGHTS AND RESTRICTIONS ATTACHED TO B SHARES
  1. ‌Unclaimed Redemption Amounts
    Notwithstanding article 127:
    1. any unclaimed Redemption Amount (i.e., the amount of 101.69 pence, or such other amount as the Board has determined, rounded down in respect of each holding to the nearest whole penny), payable by the Company to the holder of such B Share (i.e., the redeemable preference share(s) of an expected nominal value of 101.69 pence, each in the capital of the Company) registered on the Company's relevant register at the date on which the B Shares are redeemed, interest or other amount payable by the Company in respect of the redemption of the B Shares may be invested or otherwise made use of by the Board for the benefit of the Company until claimed; and
    2. a Redemption Amount which remains unclaimed for a period of 6 years from the date on which the B Shares are redeemed is forfeited and ceases to remain owing by the Company.
  2. ‌Deletion of article 4A when no B Shares in existence
  Articles 4A(A) and (B) shall remain in force for a period of 6 years from the date on which the B Shares are redeemed or until there are no longer any unclaimed Redemption Amounts (whichever is earlier), notwithstanding any provision in these articles to the contrary. Thereafter articles 4A(A)-
  (B) shall be, and shall be deemed to be, of no effect (save to the extent that the provisions of articles 4A(A) and (B) are referred to in other articles) and shall be deleted and replaced with the wording ''articles 4A(A) and (B) have been deleted'', but the validity of anything done under articles 4A(A) and (B) before that date shall not otherwise be affected and any actions taken under articles 4A(A) and (B) before that date shall be conclusive and not be open to challenge on any grounds whatsoever.
‌ALLOTMENT AND PRE-EMPTION
1. Subject to the Act and relevant authority given by the Company in general meeting, the Board has general and unconditional authority to allot, grant options over, or otherwise dispose of, shares of the Company or rights to subscribe for or convert any security into shares, to such persons, at such times and on such terms as the Board may decide, except that no share may be issued at a discount to nominal value.
2. The Board may at any time after the allotment of a share, but before a person has been entered in the register as the holder of the share, recognise a renunciation of the share by the allottee in favour of another person and may grant to an allottee a right to effect a renunciation on such terms and conditions as the Board thinks fit.
‌POWER TO ISSUE DIFFERENT CLASSES OF SHARES
1. Subject to the Act and to the rights attached to existing shares, new shares may be issued with, or have attached to them, such rights or restrictions as either the Company may by ordinary resolution decide, or, if no such resolution is passed or so far as any pertinent resolution does not make specific provision, as the Board may decide.
2. Subject to the Act and to the rights attached to existing shares, shares may be issued on terms that they are to be redeemed or, at the option of the Company or the holder, are liable to be redeemed, and the directors may determine the terms, conditions and manner of redemption of any such shares.
‌RIGHTS AND RESTRICTIONS ATTACHING TO SHARES
If rights and restrictions attaching to shares are determined by ordinary resolution or by the directors pursuant to article 6, those rights and restrictions shall apply in place of any rights or restrictions that would otherwise apply by virtue of the Act in the absence of any provisions in the articles, as if those rights and restrictions were set out in the articles.
‌COMMISSION
The Company may exercise all the powers conferred or permitted by the Act of paying commission. Subject to the Act, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.
‌TRUSTS NOT RECOGNISED
Except as ordered by a court of competent jurisdiction or as required by law, the Company shall not recognise a person as holding a share on trust and shall not be bound by or otherwise compelled to recognise (even if it has notice of it) any interest in any share other than an absolute right in the holder to the whole of the share.
‌UNCERTIFICATED SHARES
1. Subject to the Act and to the Uncertificated Securities Regulations, the Board has the power to resolve that a class of shares shall become a participating security and/or that a class of shares shall cease to be a participating security.
2. Uncertificated shares of a class are not to be regarded as forming a separate class from certificated shares of that class.
3. A member may, in accordance with the Uncertificated Securities Regulations, change a share of a class which is a participating security from a certificated share to an uncertificated share and from an uncertificated share to a certificated share.
4. The Company may give notice to a member requiring the member to change uncertificated shares to certificated shares by the time stated in the notice. The notice may also state that the member may not change certificated shares to uncertificated shares. If the member does not comply with the notice, the
  Board may authorise a person to change the uncertificated shares to certificated shares in the name and on behalf of the member.
5. While a class of shares is a participating security, the articles only apply to an uncertificated share of that class to the extent that they are consistent with:
  1. the holding of shares of that class in uncertificated form;
  2. the transfer of title to shares of that class by means of a relevant system; and
  3. the Uncertificated Securities Regulations.
    ‌SHARE CERTIFICATES
‌RIGHT TO CERTIFICATE
1. A person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the register as a holder of a certificated share is entitled, without charge, to receive within two months of allotment or lodgement with the Company of a transfer to them of those shares or within two months after the relevant Operator-instruction is received by the Company (or within any other period as the terms of issue of the shares provide) one certificate for all the certificated shares of a class registered in their name or, in the case of certificated shares of more than one class being registered in their name, to a separate certificate for each class of shares.
2. Where a member transfers part of their shares comprised in a certificate they are entitled, without charge, to one certificate for the balance of certificated shares retained by them.
3. The Company is not bound to issue more than one certificate for certificated shares held jointly by two or more persons and delivery of a certificate to one joint holder is sufficient delivery to all joint holders.
4. A certificate shall specify the number and class and the distinguishing numbers (if any) of the shares in respect of which it is issued and the amount paid up on the shares and shall otherwise comply with the requirements of the FCA. It shall be issued in such manner as the Board may approve, having regard to the terms of allotment or issue of the shares.
5. Every share certificate will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate which is lost or delayed in the course of delivery.
‌REPLACEMENT CERTIFICATES
1. Where a member holds two or more certificates for shares of one class, the Board may at their request, on surrender of the original certificates, cancel the certificates and issue a single replacement certificate for certificated shares of that class.
2. At the request of a member, the Board may cancel a certificate and issue two or more in its place (representing certificated shares in such proportions as the member may specify), on surrender of the original certificate and on payment of such reasonable sum as the Board may decide.
3. Where a certificate is worn out or defaced the Board may require the certificate to be delivered to it before issuing a replacement and cancelling the original. If a certificate is lost or destroyed, the Board may cancel it and issue a replacement certificate on such terms as to provision of evidence and indemnity and to payment of any exceptional out-of-pocket expenses incurred by the Company in the investigation of that evidence and the preparation of that indemnity as the
  Board may decide.
‌EXECUTION OF SHARE CERTIFICATES
Every certificate shall be executed under a seal or in such other manner as the Board, having regard to the terms of issue and any listing requirements, may authorise and shall specify the number and class of the shares to which it relates and the amount or respective amounts paid up on the shares. The Board may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person.
‌SHARE WARRANTS TO BEARER
‌SHARE WARRANTS
1. Subject to the Statutes, the Company may issue share warrants with respect to any shares that are fully paid up upon written request by a member. The written request shall be in such form, and authenticated by such statutory declaration or other evidence as to identity of the person making the request, as the Board may from time to time require.
2. Before the issue of a share warrant, the certificate (if any) for the shares intended to be included in it shall be delivered to the Company and the applicant shall pay to the Company the amount of the stamp duty (if any) on such warrant. The Board shall issue a share warrant within fourteen days of the deposit of the certificate.
3. Share warrants shall state that the bearer is entitled to the shares specified in the warrant, and may provide (by coupons or otherwise) for the payment of future dividends or other moneys on and for the distribution of other benefits in respect of the specified shares.
4. Subject to the provisions of the Statutes and these articles, the bearer of a share warrant shall be deemed to be a member of the Company and shall be entitled to the same rights and privileges as they would have had if their name had been included in the register as the holder of the shares specified in such warrant.
5. No bearer of a share warrant will be entitled to attend or vote or exercise any of the rights of a member at any general meeting of the Company, or sign any requisition for, or give notice of intention to submit a resolution to, a meeting, unless at least three days prior to the day appointed for the meeting in the first case, and unless before the requisition or notice is left at the office in the second case, that person shall have deposited the share warrant in respect of which they claim to act, attend or vote at the office (or such other place as the Board may determine), together with a statement in writing of their name and address, and unless the share warrant shall remain so deposited until after the meeting or any adjournment thereof shall have been held. Not more than one name shall be received as that of the holder of a share warrant.
6. A voting certificate will be delivered to the person depositing a share warrant stating their name and address and describing the shares represented by the deposited share warrant, which will entitle them or their proxy to attend and vote at any general meeting in the same way as if they were the registered holder of the shares specified in the certificate. The relevant share warrant to which the voting certificate relates shall be returned upon delivery of the voting certificate.
7. Except as otherwise provided for in this article 14, no bearer of any share warrant will be entitled to exercise any of the rights of a member without producing the warrant and stating their name
  and address.
8. Where any share warrant or coupon is worn out or defaced the Board may require the share warrant or coupon to be delivered to it before issuing a replacement and cancelling the original. If any share warrant or coupon is lost or destroyed, the Board may cancel it and issue a replacement on such terms as to provision of evidence and indemnity and to payment of exceptional out-of-pocket expenses incurred by the Company in the investigation of that evidence and the preparation of that indemnity as the Board may decide.
9. The shares included in any share warrant shall be transferred by the delivery of the warrant without any written transfer and without registration, and the provisions of these articles with reference to the transfer of shares, and to the lien of the Company on shares, shall not apply to the shares included in the share warrant.
10. Upon the surrender of a share warrant to the Company for cancellation, the bearer of a share warrant shall be entitled to have their name entered as a member in the register in respect of the shares included in the warrant, but the Company shall not be responsible for any loss incurred by any person by reason of the Company entering in the register upon the surrender of a warrant the name of any person not the true and lawful owner of the warrant surrendered. A share certificate for the share warrant so surrendered shall be issued within fourteen days of deposit of the warrant.
  ‌LIEN
‌COMPANY'S LIEN ON SHARES NOT FULLY PAID
1. The Company has a first and paramount lien on all partly paid shares for an amount payable in respect of the share, whether the due date for payment has arrived or not. The lien applies to all dividends from time to time declared or other amounts payable in respect of the share.
2. The Board may either generally or in a particular case declare a share to be wholly or partly exempt from the provisions of this article. Unless otherwise agreed with the transferee, the registration of a transfer of a share operates as a waiver of the Company's lien (if any) on that share.
‌ENFORCEMENT OF LIEN BY SALE
1. For the purpose of enforcing the lien referred to in article 15, the Board may sell shares subject to the lien in such manner as it may decide provided that:
  1. the due date for payment of the relevant amounts has arrived; and
  2. the Board has served a written notice on the member concerned (or on any person entitled by transmission to the shares) stating the amounts due, demanding payment thereof and giving notice that if payment has not been made within 14 clear days after the service of the notice that the Company intends to sell the shares.
2. To give effect to a sale, the Board may authorise a person to transfer the shares in the name and on behalf of the holder (or any person entitled by transmission to the shares), or to cause the transfer of such shares, to the purchaser or their nominee. The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity in or invalidity of the proceedings connected with the sale.
‌APPLICATION OF PROCEEDS OF SALE
The net proceeds of a sale effected under article 16, after payment of the Company's costs of the sale, shall be applied in or towards satisfaction of the amount in respect of which the lien exists. Any residue shall (on surrender to the Company for cancellation of any certificate for the shares sold, or the provision of an indemnity as to any lost or destroyed certificate required by the Board and subject to a like lien for amounts not presently payable as existed on the shares before the sale) be paid to the member (or person entitled by transmission to the shares) immediately before the sale.
‌CALLS ON SHARES
‌CALLS
The Board may make calls on members in respect of amounts unpaid on the shares held by them respectively (whether in respect of the nominal value or a premium) and not by the terms of issue thereof made payable on a fixed date. Each member shall (on receiving at least 14 clear days' notice specifying when and where payment is to be made) pay to the Company at the time and place specified, the amount called as required by the notice. A call may be made payable by instalments and may, at any time before receipt by the Company of an amount due, be revoked or postponed in whole or in part as the Board may decide. A call is deemed made at the time when the resolution of the Board authorising it is passed. A person on whom a call is made remains liable to pay the amount called despite the subsequent transfer of the share in respect of which the call is made. The joint holders of a share are jointly and severally liable for payment of a call in respect of that share.
‌POWER TO DIFFERENTIATE
The Board may make arrangements on the allotment or, subject to the terms of the allotment, on the issue of shares for a difference between the allottees or holders in the amounts and times of payment of a call on their shares.
‌INTEREST ON CALLS
If the whole of the amount called is not paid on or before the date fixed for payment, the person from whom it is payable shall pay interest on the unpaid amount. This interest will run from the day the unpaid amount is due until the day it has been paid. The interest rate may be fixed by the terms of allotment or issue of the share or, if no rate is fixed, at such rate as the Board may decide. The Board may waive payment of the interest in whole or in part.
‌PAYMENT IN ADVANCE
The Board may, if it thinks fit, receive from a member all or part of the amounts uncalled and unpaid on shares held by them. A payment in advance of calls extinguishes to the extent of the payment the liability of the member on the shares in respect of which it is made. The Company may pay interest on the amount paid in advance, or on so much of it as from time to time exceeds the amount called on the shares in respect of which the payment in advance has been made, at such rate as the Board may decide.
‌AMOUNTS DUE ON ALLOTMENT OR ISSUE TREATED AS CALLS
An amount (whether in respect of nominal value or a premium) which by the terms of issue of a share becomes payable on allotment or issue or on a fixed date shall be deemed to be a call. In case of non- payment, the provisions of these articles as to payment of interest, forfeiture or
otherwise apply as if that amount had become payable by virtue of a call.
‌FORFEITURE
‌NOTICE IF CALL NOT PAID
If a member fails to pay the whole of a call or an instalment of a call by the date fixed for payment, the Board may serve notice on the member or on a person entitled by transmission to the share in respect of which the call was made demanding payment of the unpaid amount, on a date not less than 7 clear days from the date of the notice, together with any interest that may have accrued on it and all costs, charges and expenses incurred by the Company by reason of the non-payment. The notice shall state:
1. the place where payment is to be made; and
2. that if the notice is not complied with the share in respect of which the call was made will be liable to be forfeited.
‌FORFEITURE FOR NON-COMPLIANCE
If the notice referred to in article 23 is not complied with, a share in respect of which it is given may, at any time before the payment required by the notice (including interest, costs, charges and expenses) has been made, be forfeited by a resolution of the Board. All dividends declared or other amounts due in respect of the forfeited share and not paid before the forfeiture shall also be forfeited.
‌NOTICE AFTER FORFEITURE
When a share has been forfeited, the Company shall serve notice of the forfeiture on the person who was before forfeiture the holder of the share or the person entitled by transmission to the share but no forfeiture is invalidated by an omission to give such notice. An entry of the fact and date of forfeiture shall be made in the register.
‌DISPOSAL OF FORFEITED SHARES
1. A forfeited share and all rights attaching to it shall become the property of the Company and may be sold, re-allotted or otherwise disposed of, either to the person who was before such forfeiture the holder thereof or to another person, on such terms and in such manner as the Board may decide. The Company may receive any consideration given for the share on any such sale, re-allotment or other disposal thereof and, to give effect to any such sale or other disposal, the Board may authorise a person to execute a transfer of the share in favour of the person to whom the share is to be sold or otherwise disposed of. The transferee or allottee shall thereupon be registered as the holder of the share and shall not be bound to see to the application of any consideration nor shall their title to the share be affected by any irregularity or invalidity in the proceedings connected with the forfeiture or disposal.
2. The Board may before a forfeited share has been sold, re-allotted or otherwise disposed of annul the forfeiture on such conditions as it thinks fit.
3. A statutory declaration that the declarant is a director or the secretary and that a share has been forfeited or sold to satisfy a lien of the Company on the date stated in the declaration is conclusive evidence of the facts stated in the declaration against all persons claiming to be entitled to the share. The declaration (subject if necessary to the transfer of the share) constitutes good title to
  the share and the person to whom the share is sold, re-allotted or disposed of is not bound to see to the application of the consideration (if any). Their title to the share is not affected by an irregularity in or invalidity of the proceedings connected with the forfeiture or disposal.
‌ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
A person whose share has been forfeited ceases on forfeiture to be a member in respect thereof and if that share is in certificated form, shall surrender to the Company for cancellation any certificate for the forfeited share. A person remains liable to pay all calls, interest, costs, charges and expenses owing in respect of such share at the time of forfeiture, with interest, from the time of forfeiture until payment, at such rate as may be fixed by the terms of allotment or issue of such share or, if no rate is fixed, at such rate as the Board may decide. The Board may if it thinks fit enforce payment without allowance for the value of such share at the time of forfeiture or for any consideration received on its disposal.
‌SURRENDER
The Board may accept the surrender of a share liable to be forfeited and in that case references in the articles to forfeiture include surrender.
‌UNTRACED SHAREHOLDERS
‌POWER OF SALE
1. Subject to the Uncertificated Securities Regulations, the Company may sell the share of a member or of a person entitled by transmission at the best price reasonably obtainable at the time of sale, if:
  1. during a period of not less than six years prior to the exercise of such power of sale (the "relevant period") at least three cash dividends have become payable in respect of the share;
  2. throughout the relevant period no cheque, warrant or money order payable on the share has been presented by the holder of, or the person entitled by transmission to, the share to the paying bank of the relevant cheque, warrant or money order, no payment made by the Company by any other means permitted by article 123.1 has been claimed or accepted and, so far as any director of the Company at the end of the relevant period is then aware, the Company has not at any time during the relevant period received any communication from the holder of, or person entitled by transmission to, the share in relation to the shareholding;
  3. on expiry of the relevant period the Company has sent a notice to the last known address the Company has for the holder of, or the person entitled by transmission to, the share stating that it intends to sell the share, the Company being satisfied that prior to sending such notice it has employed such steps as it, in its sole discretion, deems reasonable in the circumstances to trace such holder of, or the person entitled to transmission of, the share which may include, but is not limited to, employing a professional asset reunification company or other tracing agent;
  4. the Company has not, so far as the Board is aware, during a period of three months after the date of sending the notice to the last known address the Company has for the holder of, or the person entitled by transmission to, the share as referred to in article 29.1.3 and before the exercise of the power of sale received a communication from the holder of, or
    person entitled by transmission to, the share.
2. Where a power of sale is exercisable over a share pursuant to article 29.1 (a "Sale Share"), the Company may at the same time also sell any additional share issued in right of such Sale Share or in right of such an additional share previously so issued provided that the requirements of articles 29.1.2 to 29.1.4 (as if the words "throughout the relevant period" were omitted from article
  29.1.2 and the words "on expiry of the relevant period" were omitted from article 29.1.3 of this article) shall have been satisfied in relation to the additional share.
3. To give effect to a sale pursuant to articles 29.1 or 29.2, the Board may authorise a person to transfer the share in the name and on behalf of the holder of, or the person entitled by transmission to, the share, or to cause the transfer of such share, to the purchaser or their nominee (and an instrument of transfer signed by that person shall be as effective as if it had been signed by the holder of, or person entitled by transmission to, the share) and in relation to an uncertificated share may require the Operator to convert the share into certificated form in accordance with the Uncertificated Securities Regulations. The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity or invalidity in the proceedings connected with the sale of the share.
‌APPLICATION OF PROCEEDS OF SALE
1. The net proceeds of sale shall be forfeited and will belong to the Company and the Company will not be liable in any respect to the former member or members or other person who may or would have been entitled to the share or shares by law for the proceeds of the sale, and the Company may use the proceeds of sale for any purpose as the Board may decide.
2. If the Company sells shares in accordance with article 29, any dividend or other sum that has not been cashed or claimed in respect of those shares and that has not already been forfeited under these articles shall be forfeited and shall revert to the Company when the shares are sold. The Company shall be entitled to use such dividends or other sums for the Company's benefit.
  ‌TRANSFER OF SHARES
‌METHOD OF TRANSFER
1. A member may transfer all or any of their certificated shares by instrument of transfer in writing in any usual form or in any other form approved by the Board, and the instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid) by or on behalf of the transferee.
2. A member may transfer all or any of their uncertificated shares in accordance with the Uncertificated Securities Regulations.
3. Subject to the provisions of the Uncertificated Securities Regulations, the transferor of a share is deemed to remain the holder of the share until the name of the transferee is entered in the register in respect of it.
4. An authority to sign any instrument of transfer granted by a member for the purpose of transferring shares that may be lodged with the Company at its office shall, as between the Company and the member, be deemed to remain in full force and effect, and the Company may allow it to be acted on, until such time as the relevant member gives written notice of its revocation. Notwithstanding notice of revocation has been given, the Company may give effect to any instrument signed under the authority to sign and certified by any officer of the Company
  as bearing a date earlier than the notice of revocation. The Company shall not be bound to allow the exercise of any act or matter by an agent for a member unless a duly certified copy of such agent's authority has been deposited with the Company at the office.
‌RIGHT TO REFUSE REGISTRATION
1. Subject to this article and article 70, shares of the Company are free from any restriction on transfer. In exceptional circumstances approved by the FCA, the Board may refuse to register a transfer of certificated shares provided that such refusal would not disturb the market in those shares. Subject to the requirements of the listing rules of the FCA, the Board may, in its absolute discretion, refuse to register the transfer of a certificated share which is not fully paid or the transfer of a certificated share on which the Company has a lien.
2. The Board may also, in its absolute discretion, refuse to register the transfer of a certificated share or a renunciation of a renounceable letter of allotment unless all of the following conditions are satisfied:
  1. it is in respect of only one class of shares;
  2. it is in favour of (as the case may be) a single transferee or renouncee or not more than four joint transferees or renouncees;
  3. it is duly stamped (if required); and
  4. it is delivered for registration to the office or such other place as the Board may decide, accompanied by the certificate for the shares to which it relates (except in the case of a person to whom the Company is not required by sections 769, 776, 777 or 778 of the Act to issue a certificate, or in the case of a renunciation) and such other evidence as the Board may reasonably require to prove the title of the transferor or person renouncing and the due execution by them of the transfer or renunciation or, if the transfer or renunciation is executed by some other person on their behalf, the authority of that person to do so.
3. If the Board refuses to register the transfer of a certificated share it shall, as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferee together with its reasons for the refusal. An instrument of transfer which the Board refuses to register shall (except in the case of suspected fraud) be returned to the person depositing it. Subject to article 142, the Company may retain all instruments of transfer which are registered.
4. In accordance with and subject to the provisions of the Uncertificated Securities Regulations, the Operator of the relevant system shall register a transfer of title to any uncertificated share or any renounceable right of allotment of a share which is a participating security held in uncertificated form unless the Uncertificated Securities Regulations permit the Operator of the relevant system to refuse to register such a transfer in certain circumstances in which case the said Operator may refuse such registration.
5. In accordance with the Uncertificated Securities Regulations, if the Operator of the relevant system refuses to register the transfer of an uncertificated share or of any such uncertificated renounceable right of allotment of a share it shall, as soon as practicable and in any event within two months after the date on which the relevant system-member instruction or issuer instruction (as the case may be) was received by the Operator, send notice of the refusal to the relevant
  system-member or participating issuer (as the case may be).
6. In accordance with and subject to the provisions of the Uncertificated Securities Regulations, where title to an uncertificated share is transferred by means of a relevant system to a person who is to hold such share in certificated form thereafter, the Company as participating issuer shall register the transfer in accordance with the relevant Operator-instruction, but so that the Company may refuse to register such a transfer in any circumstance permitted by the Uncertificated Securities Regulations.
7. In accordance with the Uncertificated Securities Regulations, if the Company as participating issuer refuses to register the transfer of title to an uncertificated share transferred by means of a relevant system to a person who is to hold such share in certificated form thereafter, it shall, as soon as practicable and in any event within two months after the date on which the Operator-instruction was received by the Company, send notice of the refusal to the transferee.
‌FEES ON REGISTRATION
The Company will not charge a fee for registering the transfer of a share or the renunciation of a renounceable letter of allotment or other document or instructions relating to or affecting the title to a share or the right to transfer it or for making any other entry in the register. The Company shall be entitled, if the Board thinks fit, to charge such reasonable fees as the Board may determine for the acceptance and operation of designated accounts in the register.
‌TRANSMISSION OF SHARES
‌ON DEATH
1. The Company shall recognise only the personal representative or representatives of a deceased member as having title to a share held by that member alone or to which they alone were entitled. In the case of a share held jointly by more than one person, the Company may recognise only the survivor or survivors as being entitled to it.
2. Nothing in the articles releases the estate of a deceased member from liability in respect of a share which has been solely or jointly held by them.
‌ENTRY OF TRANSMISSION IN REGISTER
1. Where the entitlement of a person to a certificated share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the Board, the Board shall within two months after proof cause the entitlement of that person to be noted in the register.
2. For the purposes of these articles, the death of a member giving rise to entitlement to transmission may be proved to the satisfaction of the Board where the Company and/or its registrar has been notified that such member has died (whether or not such notice is accompanied by formal evidence).
‌ELECTION OF PERSON ENTITLED BY TRANSMISSION
1. A person becoming entitled by transmission to a share may, on production of such evidence as, subject to the Act, the Board may require as to their entitlement, elect either to be registered as a member or to have a person nominated by them registered as a member.
2. If they elect to be registered themselves, they shall give notice to the Company to that effect. If
  they elect to have another person registered, they shall:
  1. if it is a certificated share, execute an instrument of transfer of the share to that person; or
  2. if it is an uncertificated share:
    1. procure that instructions are given by means of a relevant system to effect transfer of the share to that person; or
    2. change the share to a certificated share and execute an instrument of transfer of the share to that person.
3. All the provisions of the articles relating to the transfer of certificated shares apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and their death, bankruptcy or other event giving rise to a transmission of entitlement had not occurred.
4. The Board may give notice requiring a person to make the election referred to in article 36.1. If that notice is not complied with within 90 days, the Board may withhold payment of all dividends and other amounts payable in respect of the share until notice of election has been made.
‌RIGHTS ON TRANSMISSION
Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share cease. The person entitled by transmission may, however, give a good discharge for dividends and other amounts payable in respect of the share and, subject to articles 36 and 123, has the rights to which they would be entitled if they were the holder of the share. The person entitled by transmission is not, however, before they are registered as the holder of the share entitled in respect of it to receive notice of or exercise rights conferred by membership in relation to meetings of the Company or a separate meeting of the holders of a class of shares.
‌FRACTIONS OF SHARES
‌FRACTIONS
1. If, as the result of consolidation and division or sub-division of shares, members would become entitled to fractions of a share, the Board may on behalf of the members deal with the fractions as it thinks fit. Subject to the Act and to the Uncertificated Securities Regulations, the Board may, in effecting divisions and/or consolidations, treat a member's shares held in certificated form and uncertificated form as separate holdings. In particular, the Board may:
  1. sell any shares representing fractions to a person (including, subject to the Act, to the Company) and distribute the net proceeds of sale in due proportion amongst the persons entitled or, if the Board decides, some or all of the sum raised on a sale may be retained for the benefit of the Company; or
  2. subject to the Act, allot or issue to a member credited as fully paid by way of capitalisation the minimum number of shares required to round up their holding of shares to a number which, following consolidation and division or sub-division, leaves a whole number of shares (such allotment or issue being deemed to have been effected immediately before consolidation or sub- division, as the case may be).
2. To give effect to a sale pursuant to article 38.1.1 the Board may arrange for the shares
  representing the fractions to be entered in the register as certificated shares. The Board may also authorise a person to transfer the shares to, or to the direction of, the purchaser. The purchaser is not bound to see to the application of the purchase money and the title of the transferee to the shares is not affected by an irregularity or invalidity in the proceedings connected with the sale.
3. If shares are allotted or issued pursuant to article 38.1.2, the amount required to pay up those shares may be capitalised as the Board thinks fit out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares. A resolution of the Board capitalising part of the reserves has the same effect as if the capitalisation had been declared by ordinary resolution of the Company pursuant to article 131. In relation to the capitalisation the Board may exercise all the powers conferred on it by article 131 without an ordinary resolution of the Company.
  ‌GENERAL MEETINGS
‌ANNUAL GENERAL MEETINGS
Subject to the Act, the Company shall hold an annual general meeting in each period of 6 months beginning with the day following its accounting reference date. Such meetings shall be convened by the Board at such time and place (and, if appropriate, with similar facilities for electronic attendance and participation) as it thinks fit.
‌CONVENING OF GENERAL MEETINGS BY THE BOARD
The Board may convene a general meeting whenever it thinks fit.
‌CONVENING OF GENERAL MEETINGS BY REQUIREMENT OF THE MEMBERS
1. The Board, on the requirement of members pursuant to the Act, shall call a general meeting: (i) within 21 days from the date on which the Board becomes subject to the requirement; and (ii) to be held on a date not more than 28 days after the date of the notice convening the meeting. At a meeting convened on a requisition or by requisitionists no business may be transacted except that stated by the requisition or proposed by the Board. A general meeting may also be convened in accordance with article 94.
‌FORMAT OF GENERAL MEETINGS
1. The Board shall determine whether any general meeting is to be held as:
  1. a physical general meeting; or
  2. a combined physical and electronic general meeting.
2. The Board may make whatever arrangements it considers fit to allow those entitled to do so to participate in any general meeting.
3. Unless otherwise specified in the notice of meeting; decided by the Board in accordance with article 54.1; or determined by the chair of the meeting, a general meeting is deemed to take place at the place where the chair of the meeting is at the time of the meeting.
4. Two or more persons who may not be in the same place as each other attend a general meeting if their circumstances are such that if they have rights to speak and vote at that meeting, they are
  able to exercise them.
5. A person is present at a general meeting if they attend it in accordance with the provisions of these articles.
6. A person is able to participate in a meeting if their circumstances are such that if they have rights in relation to the meeting, they are able to exercise them.
7. In determining whether persons are attending or participating in a meeting by means of an electronic facility, it is immaterial where any of them are or how they are able to communicate with each other.
8. A person is able to exercise the right to speak at a general meeting when the chair of the meeting is satisfied that arrangements are in place so as to enable that person to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
9. A person is able to exercise the right to vote at a general meeting when:
  1. that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
  2. that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
10. Where holders of shares can participate at a general meeting by means of an electronic facility, any document required to be on display or available for inspection will be made available for the required period in electronic form to those persons entitled to inspect it and this will satisfy any such requirement.
‌LENGTH AND FORM AND CONTENT OF NOTICE
1. An annual general meeting shall be called by not less than 21 clear days' notice. All other general
  meetings shall be called by not less than 14 clear days' notice.
2. The notice of meeting shall be given to the members (other than any who, under the provisions of the articles or the terms of allotment or issue of shares, are not entitled to receive notice), to the directors and to the auditors.
3. The Board may determine that persons entitled to receive notices of meeting are those persons entered on the register at the close of business on a day determined by the Board, provided that, if the Company is a participating issuer, the day determined by the Board may not be more than 21 days before the day that the relevant notice of meeting is being sent.
4. The notice of meeting shall also specify a time (which shall not be more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote.
5. Without prejudice to the provisions of article 54.1, if it is anticipated that a meeting will be conducted as a combined physical and electronic general meeting, the notice of meeting shall
  state how it is proposed that persons attending or participating in the meeting electronically should communicate with the meeting.
‌OMISSION TO SEND NOTICE
1. The accidental omission to give notice of a general meeting or to send, supply or make available any document or information relating to the meeting, or the non-receipt of any such notice, document or information by a person entitled to receive any such notice, document or information shall not invalidate the proceedings at that meeting.
2. Article 44.1 above applies to confirmatory copies of notices of meetings (and confirmatory notifications of website notices) sent pursuant to article 137.2.2 in the same way as it applies to notices of meetings.
‌CHANGES TO ARRANGEMENTS FOR GENERAL MEETINGS
Subject to the Act, if the Board, in its absolute discretion, considers that it is impractical or unreasonable for any reason to hold a general meeting at the time, date or place (or places in the case of a satellite meeting) or by means of the electronic facility available for that meeting specified in the notice calling the general meeting, it may move and/or postpone the general meeting to another time, date and/or place (or places in the case of a satellite meeting) with, if appropriate, similar or equivalent electronic facilities, or change, cancel or introduce any electronic facility or make other alterations in respect of the general meeting (or do any of these things). Subject to the Act, when a meeting is so rearranged, notice of the time, date and place (or places in the case of a satellite meeting) of, and any electronic facilities, or other alterations in respect of the rearranged meeting shall (if practical) be given in such manner as the Board may in its absolute discretion determine. Notice of the business to be transacted at such rearranged meeting is not required. The Board must take reasonable steps to ensure that members trying to attend the general meeting at the original time, date and/or place (or places in the case of a satellite meeting) and/or using any electronic facilities are informed of the new arrangements for the general meeting. Proxy forms can be delivered as specified in article 63. Any rearranged meeting may also be further rearranged under this article.
‌PROCEEDINGS AT GENERAL MEETINGS
‌QUORUM
Subject to the Act and the articles, the quorum for a general meeting is two qualifying persons present and entitled to vote.
‌NO BUSINESS TO BE TRANSACTED UNLESS QUORUM PRESENT
No business may be transacted at a general meeting unless a quorum is present. The absence of a quorum does not prevent the appointment of a chair in accordance with the articles, which shall not be treated as part of the business of the meeting.
‌PROCEDURE IF QUORUM NOT PRESENT
1. If a quorum is not present within thirty minutes (or such longer time as the chair decides to wait) after the time fixed for the start of the meeting or if there is no longer a quorum present at any time during the meeting, the meeting, if convened by or on the requisition of members, is dissolved. In any other case it stands adjourned to such other day (being not less than 14 nor more than 28 days later) and at such other time and/or place, (and, if appropriate, with similar or
  equivalent facilities for electronic attendance and participation) as may have been specified for the purpose in the notice convening the meeting. Where no such arrangements have been specified, the meeting stands adjourned to such other day (being not less than 14 nor more than 28 days later) and at such other time and/or place, (and, if appropriate, with similar or equivalent facilities for electronic attendance and participation) as the chair (or, in default, the Board) decides.
2. At an adjourned meeting the quorum is one person present and entitled to vote. If a quorum is not present within five minutes from the time fixed for the start of the meeting, the adjourned meeting shall be dissolved.
3. Subject to article 48.1, save where the time, date and place (and, if appropriate, any facilities for electronic attendance and participation) for the adjourned meeting have been specified for the purpose in the notice convening the meeting as referred to in article 48.1 (in which case notice of the adjourned meeting need not be given), the Company shall give not less than seven clear days' notice of any meeting adjourned for the lack of a quorum and the notice shall state the quorum requirement.
‌CHAIR
1. The chair (if any) of the Board or, in their absence, the deputy chair (if any) shall preside as chair at a general meeting. If there is no chair or deputy chair, or if at a meeting neither is present within fifteen minutes after the time fixed for the start of the meeting or neither is willing and able to act, the directors present shall select one of their number to be chair. If only one director is present and willing and able to act, they shall be chair. In default, the members present and entitled to vote shall choose one of their number to be chair.
2. Subject to the Statutes (and without prejudice to any other powers vested in the chair of a meeting) when conducting a general meeting, the chair of the meeting may make whatever arrangements and take whatever actions as they consider, in their sole discretion, to be appropriate or conducive to the facilitation of the conduct of the business of the meeting, proportionate discussion on any item of business of the meeting, or the maintenance of good order.
3. If the chair of a general meeting is participating in that meeting electronically and becomes disconnected from the meeting, another person (determined in accordance with the provisions of paragraph 47.1 above) shall preside as chair of the meeting unless and until the original chair regains electronic connection with the meeting. In the event that no replacement chair is presiding over the general meeting (and the original chair has not regained electronic connection with the meeting) 20 minutes after the original chair became disconnected from the meeting, the meeting shall be adjourned to a time and place (and, if appropriate, facilities for electronic attendance and participation) to be fixed by the board.
4. Without prejudice to any other power which they may have under the provisions of the articles or at common law, the chair may take such action as they think fit (including to eject (physically or electronically) any person from any meeting) to promote the orderly conduct of the business of the meeting, the appropriate behaviour (including use of language) of persons attending the meeting, the proportionate discussion of any item of business of the meeting and the maintenance of good order generally. The chair's decision on matters of procedure or arising incidentally from the business of the meeting shall be final, as shall be their determination as to whether any matter is of such a nature.
‌RIGHT TO ATTEND AND SPEAK
1. Each director shall be entitled to attend and speak at a general meeting and at a separate meeting of the holders of a class of shares or debentures whether or not they are a member.
2. The chair may invite any person to attend and speak at any general meeting of the Company where they consider that this will assist in the deliberations of the meeting.
‌POWER TO ADJOURN
1. The chair may, with the consent of a meeting at which a quorum is present (and shall, if so directed by the meeting), adjourn a meeting from time to time and from place (or places in the case of a satellite meeting) (and, if appropriate, electronic facilities) to place (or places in the case of a satellite meeting) (and, if appropriate, electronic facilities) or for an indefinite period.
2. The chair may, without the consent of the meeting, interrupt or adjourn a meeting from time to time and from place (or places in the case of a satellite meeting) (and, if appropriate, electronic facilities) to place (or places in the case of a satellite meeting) (and, if appropriate, electronic facilities) or for an indefinite period if they decide that it has become necessary to do so in order to:
  1. secure the proper and orderly conduct of the meeting;
  2. give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting; or
  3. ensure that the business of the meeting is properly disposed of.
3. In addition, the chair of the meeting shall at any time without the consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to another time and/or place (or places in the case of a satellite meeting) (and, if appropriate, with other electronic facilities) if, in their opinion, the facilities (whether electronic or otherwise, and whether affecting the place (or places in the case of a satellite meeting) of the meeting or the electronic facility or facilities) are not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of meeting.
4. Nothing in this article shall limit any other power vested in the chair of the meeting to adjourn the meeting.
5. All business conducted at a general meeting up to the time of any adjournment shall, subject to paragraph below, be valid.
6. The chair of the meeting may specify that only the business conducted at a general meeting up to a point in time which is earlier than the time of adjournment is valid if, in their opinion, to do so would be more appropriate.
‌NOTICE OF ADJOURNED MEETING
1. Whenever a meeting is adjourned for 28 days or more or for an indefinite period pursuant to article 51, at least seven clear days' notice shall be given to the members (other than any who, under the provisions of the articles or the terms of allotment or issue of the shares, are not entitled to receive notice), the directors and the auditors. Except in these circumstances it is not necessary to give notice of a meeting adjourned pursuant to article 51 or of the business to be transacted at the adjourned meeting.
2. The Board may determine that persons entitled to receive notice of an adjourned meeting in accordance with this article are those persons entered on the register at the close of business on a day determined by the Board, provided that, if the Company is a participating issuer, the day determined by the Board may not be more than 21 days before the day that the relevant notice of meeting is being sent.
3. The notice of an adjourned meeting given in accordance with this article shall also specify a time (which shall not be more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote.
‌BUSINESS AT ADJOURNED MEETING
No business may be transacted at an adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place.
‌ELECTRONIC MEETINGS AND SATELLITE MEETINGS
1. The Board may decide to let persons entitled to attend and participate in a general meeting do so by simultaneous attendance and participation by means of an electronic facility.
2. The Board may also decide to let persons entitled to attend and participate in a general meeting do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world (referred to in these articles as a "satellite meeting"). The satellite meeting will be treated as taking place where the chair of the meeting is at the time of the meeting and the powers of the chair will apply to the satellite meeting. The Board may appoint a person (a satellite chair) to preside at each satellite meeting. Each satellite chair will act on instructions from the chair of the meeting and may also take such action as the satellite chair considers necessary to maintain the proper and orderly conduct of the satellite meeting and shall have all powers necessary or desirable for such purposes.
3. A general meeting at which electronic facilities have been made available and any satellite meeting held in accordance with this article 54 is duly constituted and its proceedings are valid if (in addition to the other provisions of these articles relating to general meetings being satisfied) the chair of the meeting is satisfied that adequate facilities are available to enable each person attending the meeting by whatever means and at all the meeting places to participate in the business of the meeting.
4. Each person who is present at any place of the meeting or who is attending it electronically, and who would be entitled to count towards the quorum in accordance with the provisions of article 46 shall be counted in the quorum for, and shall be entitled to vote at, the meeting.
5. Nothing in these articles authorises or allows a general meeting to be held exclusively on an electronic basis.
‌SECURITY, HEALTH AND SAFETY
1. The Board may make any physical or electronic arrangements and impose any restriction it considers appropriate to ensure the security (including relating to health and safety) of a meeting including the searching of a person attending the meeting physically and, the restriction of the items of personal property that may be taken into the meeting place. The Board may, or may
  authorise one or more persons, who shall include a director or the secretary or the chair of the meeting, to, in their absolute discretion:
  1. refuse physical or electronic entry to a meeting to a person who refuses to comply with these arrangements or restrictions; and
  2. physically or electronically eject from a meeting any person who causes the proceedings to become disorderly or fails to comply with such arrangements or restrictions.
2. The notice of meeting does not have to give details of any such arrangements or restrictions imposed under this article 55 and the presence of such arrangements or restrictions shall not invalidate the business conducted at the meeting.
3. Where a general meeting is held partly by means of an electronic facility, the Board or the secretary may make any arrangement and impose any requirement or restriction that is necessary to ensure the identification of those taking part by this means and the security of the electronic facility.
‌VALIDITY OF MEETING
All persons seeking to attend or participate in a general meeting electronically shall be responsible for maintaining adequate facilities to enable them to do so. Subject only to the requirement for the chair to adjourn a general meeting in accordance with the provisions of article 51.3, any inability of a person or persons to attend or participate in a general meeting electronically, or any interruption to a person being so able, shall not invalidate the proceedings of that meeting.
‌VOTING
‌METHOD OF VOTING
1. At a general meeting which is held as a physical general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is properly demanded by:
  1. the chair of the meeting;
  2. not less than five members entitled to vote on the resolution;
  3. a member or members representing in aggregate not less than ten per cent. of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the Company held as treasury shares);
  4. a member or members holding shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than ten per cent. of the total sum paid up on all the shares conferring that right (excluding shares in the Company conferring a right to vote on the resolution which are held as treasury shares); or
  5. by any member present in person or by proxy in the case of a resolution approving an off-market purchase of the Company's own shares pursuant to section 694 of the Act.
    For the purposes of article 57.1.2 above, a demand by a proxy counts as a demand by the
    member. For the purposes of article 57.1.3 above, a demand by a proxy counts as a demand by a member representing the voting rights that the proxy is authorised to exercise. For the purposes of article 57.1.4 above, a demand by a proxy counts as a demand by a member holding the shares to which those rights are attached.
2. On a vote on a resolution at a meeting on a show of hands a declaration by the chair that the resolution has or has not been passed, or has or has not been passed by a particular majority, is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. An entry in respect of such a declaration in minutes of the meeting recorded in accordance with section 355 of the Act is also conclusive evidence of that fact without such proof.
3. At a general meeting which is held as a combined physical and electronic general meeting:
  1. A resolution put to the vote of the meeting shall be decided on a poll, which poll votes may be cast by such electronic or other means as the Board decides are appropriate. Any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates.
  2. Any demand for a poll which is deemed to have been made in accordance with paragraph (b) above may not be withdrawn.
  3. No poll may be demanded on the appointment of a chair of the meeting.
‌PROCEDURE ON A POLL
1. If a poll is properly demanded (and the demand is not withdrawn), it shall be taken in such manner (including electronically) as the chair directs. They may appoint scrutineers, who need not be members, and may fix a time, date and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
2. A poll demanded on the election of a chair or on any question of adjournment shall be taken at the meeting and without adjournment. A poll demanded on another question shall be taken at such time, date and place as the chair decides, either at once or after an interval or adjournment (but not more than 30 clear days after the date of the demand).
3. No notice need be given of a poll not taken immediately if the time, date and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time, date and place at which the poll shall be taken (and, if appropriate, any facilities for electronic participation).
4. The demand for a poll may be withdrawn but only with the consent of the chair. A demand withdrawn in this way validates the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
5. The demand for a poll (other than on the election of the chair or on a question of adjournment) does not prevent the meeting continuing for the transaction of business other than the question on which a poll has been demanded.
6. On a poll taken at a general meeting of the Company, a member present and entitled to more than one vote need not, if they vote, use all their votes or cast all the votes they use in the same way.
7. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded (or deemed to have been demanded).
‌VOTES OF MEMBERS
1. Subject to special rights or restrictions as to voting attached to any class of shares by or in accordance with the articles, on a vote on a resolution:
  1. on a show of hands at a meeting:
    1. every member present (not being present by proxy) and entitled to vote on the resolution has one vote; and
    2. every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote, except where:
      1. that proxy has been duly appointed by more than one member entitled to vote on the resolution; and
      2. the proxy has been instructed:
        by one or more of those members to vote for the resolution and by one or more of those members to vote against the resolution; or
        by one or more of those members to vote in the same way on the resolution (whether for or against) and one or more of those members has permitted the proxy discretion as to how to vote,
        in which case, the proxy has one vote for and one vote against the resolution; and
  2. on a poll taken at a meeting, every member present and entitled to vote on the resolution has one vote in respect of each share held by the relevant member.
2. In the case of joint holders of a share, only the vote of the senior holder who votes (and any proxy duly authorised by them) may be counted by the Company. For the purposes of this article, the senior holder of a share is determined by the order in which the names of the joint holders appear in the register.
3. A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) that they are or may be suffering from mental disorder or is otherwise incapable of running their affairs may vote, whether on a show of hands or on a poll, by their guardian, receiver, curator bonis or other person authorised for that purpose and appointed by the court. A guardian, receiver, curator bonis or other authorised and appointed person may, on a poll, vote by proxy if evidence (to the satisfaction of the Board) of the authority of the person claiming to exercise the right to vote is received at the office (or at another place specified in accordance with the articles for the delivery or receipt of forms of appointment of a proxy) or in any other manner specified in the articles for the appointment of a proxy within the time limits prescribed by the articles for the appointment of a proxy for use at the meeting, adjourned meeting or poll at which the right to vote is to be exercised.
‌NO CASTING VOTE
In the case of an equality of votes whether on a show of hands or on a poll, the chair of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote.
‌RESTRICTION ON VOTING RIGHTS FOR UNPAID CALLS ETC.
Unless the Board otherwise decides, no member is entitled in respect of a share held by them to be present or to vote, either in person or by proxy, at a general meeting or at a separate meeting of the holders of any class of shares or on a poll, or to exercise other rights conferred by membership in relation to the meeting or poll, if a call or other amount due and payable in respect of the share is unpaid. This restriction ceases on payment of the amount outstanding and all costs, charges and expenses incurred by the Company by reason of the non-payment.
‌VOTING BY PROXY
1. Subject to article 62.2, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the Board) executed under the hand of the appointor or their duly constituted attorney or, if the appointor is a company, under its seal or under the hand of its duly authorised officer or attorney or other person authorised to sign.
2. Subject to the Act, the Board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of article 62.1.
3. For the purposes of articles 62.1 and 62.2, the Board may require such reasonable evidence it considers necessary to determine:
  1. the identity of the member and the proxy; and
  2. where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment.
4. A member may appoint another person as their proxy to exercise all or any of their rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit.
5. A proxy need not be a member.
6. A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share.
7. Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll.
8. The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the Board.
9. Subject to the Act and the requirements of the listing rules and disclosure and transparency rules of the FCA, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting.
‌APPOINTMENT OF PROXY
1. The form of appointment of a proxy and any reasonable evidence required by the Board in accordance with article 62.3 shall be:
  1. subject to articles 63.1.3 and 63.1.4, in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting (a "proxy notification address") not less than 48 hours (excluding any part of a day that is not a working day) before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
  2. subject to articles 63.1.3 and 63.1.4, in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address (a "proxy notification electronic address"):
    1. in the notice calling the meeting;
    2. in an instrument of proxy sent out by the Company in relation to the meeting;
    3. in an invitation to appoint a proxy issued by the Company in relation to the meeting; or
    4. on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept,
      received at such proxy notification electronic address not less than 48 hours (excluding any part of a day that is not a working day) before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
  3. in the case of a meeting adjourned for less than 28 days but more than 48 hours or in the case of a poll taken more than 48 hours after it is demanded, delivered or received at a proxy notification address or a proxy notification electronic address not less than 24 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting or the taking of the poll; or
  4. in the case of a poll which is not taken at the meeting at which it is demanded but is taken 48 hours or less after it is demanded, or in the case of an adjourned meeting to be held 48 hours or less after the time fixed for holding the original meeting, received:
    1. at a proxy notification address or a proxy notification electronic address in accordance with articles 63.1.1 or 63.1.2 above;
    2. by the chair of the meeting or the secretary or any director at the meeting at which the poll is demanded or, as the case may be, at the original meeting; or
    3. at a proxy notification address or a proxy notification electronic address by such time as the chair of the meeting may direct at the meeting at which the poll is demanded.
      In calculating the periods mentioned, no account shall be taken of any part of a day that is not a working day.
2. The Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under article
  62.3 has not been received in accordance with the requirements of this article.
3. Subject to article 63.2 above, if the proxy appointment and any of the information required under article 62.3 is not received in the manner set out in article 63.1, the appointee shall not be entitled to vote in respect of the shares in question.
4. Without limiting the foregoing, in relation to any uncertificated shares, the Board may from time to time: (a) permit appointments of a proxy by means of a communication sent in electronic form in the form of an uncertificated proxy instruction; and (b) permit supplements to, or amendments or revocations of, any such uncertificated proxy instruction by the same means. The Board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction is to be treated as received by the Company or a participant acting on its behalf. The Board may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.
‌VALIDITY OF ACTIONS BY PROXY OR REPRESENTATIVE OF A CORPORATION
1. The Company is not obliged to verify that a proxy or representative of a corporation has acted in accordance with the terms of their appointment and any failure to so act in accordance with the terms of their appointment shall not affect the validity of any proceedings at a meeting of the Company.
2. The termination of the authority of a person to act as proxy or as the duly authorised representative of a member which is a corporation does not affect whether they count in deciding whether there is a quorum at a meeting, the validity of anything they do as chair of a meeting, the validity of a poll demanded by them at a meeting, or the validity of a vote given by that person unless notice of the termination was received by the Company at the office or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of proxy was sent by electronic means, at the
  address at which the form of appointment was received, not later than the last time at which an appointment of proxy should have been delivered or received in order to be valid for use at the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for use on the holding of the poll at which the vote is cast.
‌CORPORATE REPRESENTATIVES
In accordance with the Act, a corporation which is a member may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any meeting of the Company (a "representative"). A director, the secretary or other person authorised for the purpose by the secretary may require a representative to produce a certified copy of the resolution of authorisation before permitting them to exercise their powers.
‌OBJECTIONS TO AND ERROR IN VOTING
No objection may be made to the qualification of a voter or to the counting of, or failure to count, a vote, except at the meeting or adjourned meeting at which the vote objected to is tendered or at which the error occurs. An objection properly made shall be referred to the chair and only invalidates the decision of the meeting on any resolution if, in the opinion of the chair, it is of sufficient magnitude to affect the decision of the meeting. The decision of the chair on such matters is conclusive and binding on all concerned.
‌AMENDMENTS TO SPECIAL RESOLUTIONS
No amendment to a resolution duly proposed as a special resolution (other than an amendment to correct a patent error) may be considered or voted on.
‌AMENDMENTS TO ORDINARY RESOLUTIONS
No amendment to a resolution duly proposed as an ordinary resolution (other than an amendment to correct a patent error) may be considered or voted on unless either:
1. at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered, notice of the terms of the amendment and intention to move it has been lodged at the office; or
2. the chair in their absolute discretion decides that the amendment may be considered or voted on.
If an amendment proposed to a resolution under consideration is ruled out of order by the chair the proceedings on the substantive resolution are not invalidated by an error in their ruling.
‌CLASS MEETINGS
Save for the circumstances set out in section 334(2) and section 334(2A) of the Act, a separate meeting for the holders of a class of shares shall be convened and conducted as nearly as possible in the same way as a general meeting, except that:
1. no member is entitled to notice of it or to attend unless they are a holder of shares of that class;
2. no vote may be cast except in respect of a share of that class;
3. the quorum at a meeting (other than an adjourned meeting) is two qualifying persons present and entitled to vote and holding, representing or authorised to exercise voting rights in respect of, at least one-third in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares);
4. the quorum at an adjourned meeting is one qualifying person present and entitled to vote and holding, representing or authorised to exercise voting rights in respect of, shares of that class;
5. where a person is present by proxy or proxies, that person shall be treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights; and
6. any holder of shares of that class present and entitled to vote may demand a poll.
‌FAILURE TO DISCLOSE INTERESTS IN SHARES
1. Having regard to the requirements of the listing rules of the FCA, where notice is served by the Company under section 793 of the Act (a "section 793 notice") on a member, or another person appearing to be interested in shares held by that member, and the member or other person has failed in relation to any shares (the "default shares", which expression includes any shares allotted or issued after the date of the section 793 notice in respect of those shares) to give the Company the information required within the prescribed period from the date of service of the section 793 notice, the following sanctions apply, unless the Board otherwise decides:
  1. the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by proxy) at a general meeting or at a separate meeting of the holders of a class of shares or on a poll; and
  2. where the default shares represent at least 0.25 per cent. in nominal value of the issued shares of their class (excluding any share of their class held as treasury shares):
    1. a dividend (or any part of a dividend) or other amount payable in respect of the default shares shall be withheld by the Company, which has no obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to article 130, to receive shares instead of a dividend; and
    2. no transfer of any certificated default shares shall be registered unless the transfer is an excepted transfer or:
      1. the member is not themselves in default in supplying the information required; and
      2. the member proves to the satisfaction of the Board that no person in default in supplying the information required is interested in any of the shares the subject of the transfer.
2. For the purpose of enforcing the sanction in article 70.1.2(b), the Board may give notice to the member requiring the member to change default shares held in uncertificated form to certificated form by the time stated in the notice. The notice may also state that the member may not change any default shares held in certificated form to uncertificated form. If the member does not comply with the notice, the Board may require the Operator to convert default shares held in uncertificated form into certificated form in the name and on behalf of the member in accordance with the Uncertificated Securities Regulations.
3. The sanctions under article 70.1 cease to apply seven days after the earlier of:
  1. receipt by the Company of notice of an excepted transfer, but only in relation to the shares
    thereby transferred; and
  2. receipt by the Company, in a form satisfactory to the Board, of all the information required by the section 793 notice.
4. Where, on the basis of information obtained from a member in respect of a share held by them, the Company issues a section 793 notice to another person, it shall at the same time send a copy of the section 793 notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, does not invalidate or otherwise affect the application of articles 70.1 or 70.2.
5. For the purposes of this article 70:
  1. a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is or may be interested, or if the Company (after taking account of information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is or may be so interested;
  2. "interested" shall be construed as it is for the purpose of section 793 of the Act;
  3. reference to a person having failed to give the Company the information required by a section 793 notice, or being in default in supplying such information, includes (a) reference to their having failed or refused to give all or any part of it, and (b) reference to their having given information which they know to be false in a material particular or having recklessly given information which is false in a material particular;
  4. the "prescribed period" means 14 days;
  5. an "excepted transfer" means, in relation to shares held by a member:
    1. a transfer pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or
    2. a transfer in consequence of a sale made through a recognised investment exchange (as defined in the Financial Services and Markets Act 2000) or another stock exchange outside the United Kingdom on which shares in the capital of the Company are normally traded; or
    3. a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares.
  6. The pro visions of this article are in addition and without prejudice to the provisions of the Act.
    ‌APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
‌NUMBER OF DIRECTORS
Unless and until otherwise decided by the Company by ordinary resolution the number of directors must not be less than two and must not be more than twenty.
‌POWER OF THE COMPANY TO APPOINT DIRECTORS
Subject to the articles, the Company may by ordinary resolution appoint a person who is willing to act to be a director, either to fill a vacancy or as an addition to the Board, but the total number of directors may not exceed any maximum number fixed in accordance with the articles.
‌POWER OF THE BOARD TO APPOINT DIRECTORS
Without prejudice to the power of the Company to appoint a person to be a director pursuant to the articles, the Board may appoint a person who is willing to act as a director, either to fill a vacancy or as an addition to the Board, but the total number of directors may not exceed any maximum number fixed in accordance with the articles. A director appointed in this way may hold office only until the dissolution of the next annual general meeting after their appointment unless they are reappointed during that meeting.
‌MANAGING AND EXECUTIVE DIRECTORS
1. The Board may from time to time appoint one or more directors to be Managing Director, Executive Director, joint Managing Directors or joint Executive Directors of the Company either for a fixed or an indefinite term and may from time to time, without prejudice to the terms of any agreement entered into in any particular case, remove or dismiss such persons and appoint others in their place.
2. A Managing Director or Executive Director shall, without prejudice to the terms of any agreement between him and the Company, be subject to the same provisions as to retirement, resignation and removal as the other directors and, if for any reason they cease to hold the office of director, they shall immediately cease to be a Managing Director or Executive Director (as the case may be), but without prejudice to any claims for damages for any breach of contract of service between them and the Company.
3. A Managing Director or Executive Director shall receive such remuneration (whether by way of salary, commission and/or participation in profits, and whether in substitution for or in addition to their remuneration as a director) as the Board may decide.
‌ELIGIBILITY OF NEW DIRECTORS
1. No person other than a director retiring may be appointed or reappointed a director at a general meeting unless:
  1. they are recommended by the Board; or
  2. not less than seven nor more than 21 days before the date fixed for the meeting, notice has been given to the Company by a member (other than the person to be proposed) qualified to vote at the meeting of the intention to propose that person for appointment or reappointment. The notice shall (a) state the particulars which would, if the proposed director were appointed or reappointed, be required to be included in the Company's register of directors, (b) be accompanied by notice given by the proposed director of their willingness to be appointed or reappointed, and (c) be lodged at the office.
2. A director need not be a member.
‌VOTING ON RESOLUTION FOR APPOINTMENT
A resolution for the appointment of two or more persons as directors by a single resolution is
void unless an ordinary resolution that the resolution for appointment is proposed in this way has first been agreed to by the meeting without a vote being given against it.
‌RETIREMENT OF DIRECTORS
1. At each annual general meeting every director 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 they retire.
‌PROCEDURE IF INSUFFICIENT DIRECTORS APPOINTED
If:
1. any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as directors are put to the annual general meeting and lost; and
2. at the end of that meeting the number of directors is fewer than any minimum number of directors required under article 71, all retiring directors who stood for re-appointment at that meeting (the "retiring directors") shall be deemed to have been re-appointed as directors and shall remain in office, but the retiring directors may only:
  1. act for the purpose of filling vacancies and convening general meetings of the Company; and
  2. perform such duties as are appropriate to maintain the Company as a going concern and to comply with the Company's legal and regulatory obligations.
‌PROVISIONS FOR MEETING CONVENED UNDER ARTICLE 78
1. The retiring directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in article 78 and they shall retire from office at that meeting if the number of directors appointed or ratified by the Company at that meeting is equal to or more than the minimum number of directors required under article 71.
2. If at the end of the meeting convened under article 79.1 the number of directors is fewer than any minimum number of directors required under article 71, the provisions of article 78 and 79 shall also apply in respect of such meeting.
‌DEEMED REAPPOINTMENT
At a general meeting at which a director retires the Company may fill the vacancy and, if it does not do so, the retiring director shall be, if willing, deemed reappointed unless it is expressly resolved not to fill the vacancy or a resolution for the reappointment of the director is put to the meeting and lost.
‌REMOVAL BY ORDINARY RESOLUTION
In addition to any power of removal conferred by the Act, the Company may by ordinary resolution remove a director before the expiry of their period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to the articles) by ordinary
resolution appoint another person who is willing to act to be a director in their place.
‌VACATION OF OFFICE BY DIRECTOR
1. Without prejudice to the provisions for retirement contained in the articles, the office of a director is vacated if:
  1. they resign by notice delivered to the secretary at the office or tendered at a Board meeting;
  2. where they have been appointed for a fixed term, the term expires;
  3. they cease to be a director by virtue of a provision of the Act, is removed from office pursuant to the articles or becomes prohibited by law from being a director;
  4. they become bankrupt or compounds with their creditors generally or they apply to the court for an interim order under section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act;
  5. a registered medical practitioner who has examined them gives a written opinion to the Company stating that they have become physically or mentally incapable of acting as a director and may remain so for more than three months and the Board resolves that their office be vacated;
  6. both they and their alternate director appointed pursuant to the provisions of the articles (if any) are absent, without the permission of the Board, from Board meetings for six consecutive months and the Board resolves that their office be vacated; or
  7. at a meeting of the Board specially convened for the purpose of considering the same a resolution to the effect that they cease to be a director shall be passed by a majority consisting of not less than three-quarters of the whole number of directors.
2. A resolution of the Board declaring a director to have vacated office under the terms of this article is conclusive as to the fact and grounds of vacation stated in the resolution.
3. If the office of a director is vacated for any reason, they shall cease to be a member of any committee of the Board.
  ‌ALTERNATE DIRECTORS
‌APPOINTMENT
1. A director (other than an alternate director) may by notice delivered to the secretary at the office or tabled at a meeting of the Board, or in any other manner approved by the Board, appoint as their alternate director:
  1. another director, or
  2. another person approved by the Board and willing to act.

No appointment of an alternate director who is not already a director shall be effective until their consent to act as a director in the form prescribed by the Act has been received at the office or tabled at a meeting of the Board.

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Aviva plc published this content on May 08, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 08, 2026 at 15:48 UTC.

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Company Profile

Aviva plc is a diversified insurer, with businesses spanning insurance, wealth, and retirement. The Company's segments include Insurance, Wealth & Retirement (IWR), General Insurance, Aviva Investors, International investments, and Other Group activities. The principal activities of its IWR operations are the provision of a range of products to individuals and businesses across insurance, wealth, and retirement. The principal activities of its UK & Ireland General Insurance operations are the provision of insurance cover to individuals and businesses, for risks associated mainly with motor vehicles, property and liability. The principal activity of its Canada General Insurance operation is the provision of personal and commercial lines insurance products, for risks associated mainly with motor, property and liability principally distributed through insurance brokers. Aviva Investors manages policyholders and shareholders invested in funds and provides investment management services.

Employees

39,359

Sector

Life & Health Insurance

Calendar

Earnings release - Q2 2026

More about the company