A1BowQuarter

 

Company No: 2997668

 

 

THE COMPANIES ACT 1985 to 1989

 

PRIVATE COMPANY LIMITED BY SHARES

 

ARTICLES OF ASSOCIATION

OF

LITTLE APPLE HOLDINGS LIMITED

 

Interpretation

 

1          In these Articles, if not inconsistent with the subject or context:

 

"Act"                      means the Companies Act 1985 but so that any reference in these Articles to any provisions of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force;

 

"Table A"                means Table A in the Schedule lo the Companies (Tables A-F) Regulations 1985 as amended;

 

“the Property”         means the Property referred to in Clause 3(a)(i) of the Memorandum of Association;

 

“lease”                      means a lease of one of the residential flats comprised in the Property

 

 

Table A

 

2          The regulations contained in Table A apply to the Company except in so far as they are excluded by or are inconsistent with these Articles.

 

3          Regulations 8, 24, 41, 59, 64, 65, 94 and 118 of Table A do not apply to the Company.

 

Share Capital

 

4   (a)   Subject to any direction to the contrary which may be given by the Company in general meeting and to the provisions of Article 4(b) below, the directors are unconditionally authorised to allot, create, deal with or otherwise dispose of relevant securities (within the meaning of section 80(2) of (he Act) to persons who (save for the subscribers to the Memorandum of Association) are or are about to become the lessee of a lease on such terms and at such times as they think fit, but no shares shall be issued at a discount and only one share shall be issued to each lessee of a lease so that no person shall hold more shares than he holds leases.

 

     (b)  The directors shall fix the issue price of the Company's shares annually.  A lessee of a lease for which a share has not been issued may apply in writing to the Company for the issue of a share to him at the price prevailing on I March immediately preceding the date of application.

 

5          The maximum nominal amount of share capital which the directors may allot or otherwise dispose of in accordance with Article 4 is the nominal amount of unissued shares at the date of incorporation of the Company or such other amount as is authorised by the Company in general meeting.

 

6          The authority conferred on the directors by Articles 4 and 5 shall remain in force for a period of 5 years from, the date of incorporation of the Company. This authority may be renewed by the Company in general meeting in accordance with section 80 of the Act.

 

7          The provisions of section 89(1) of the Act do not apply to the Company.

 

Lien

 

8          The Company shall have a first and paramount lien on every share for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on all shares registered in the name of any person (whether solely or jointly with others) for all moneys owing to the Company from him or his estate either alone or jointly with any other person, whether as a member or not and whether such moneys are presently payable or not. The directors may at any time declare any share to be wholly or partly exempt from the provisions of this Article The Company’s lien on a share shall extend to any amount payable in respect of it.

 

Transfer of shares

 

9   (a)  Save in respect of the subscribers to the Memorandum of Association, no share shall be allotted to a person who is not a lessee of a lease.

     (b)  The holder of a share shall be obliged, upon a change of ownership of a lease, to transfer the share relating to such lease to the person becoming or about to become the lessee of such lease. The price to be paid upon a transfer of a share shall be the nominal value of the share.

 

    (c)   The holder of a share may not transfer a share to any person except in accordance with Article 9(b) above save for a subscriber to the Memorandum of Association who may transfer his share to a person who is or is becoming or about to become the lessee of a lease.

 

     (d)  If the holder of a share refuses or neglects to transfer it in accordance with this Article 9 or Article 10 one of the directors duly nominated by resolution of the Board for that purpose shall forthwith be deemed to be the duly appointed attorney of that holder with full power in his name and on his behalf to execute, complete and deliver a transfer of his share to the person to whom it should he transferred hereunder and the Company may receive and give a good discharge for the purchase money and enter the name of the transferee in the Register of Members as the holder by transfer of such share. The Company shall forthwith pay the purchase money into a hank account in the Company s name and shall hold such purchase money in trust for the former holder of the share. In such case the former holder of the share shall be bound to deliver up his certificate for his share, and only on such delivery shall he be entitled to receive the purchase money, without interest.

 

     (e)   In connection with any transfer of a share under this Article 9 or Article 10 the directors shall be entitled to employ for such purpose the solicitors for the time being to the Company or such other agents as they may choose and the proper charges and disbursements of such solicitors or agents in connection with the said transfers shall be payable by the holder of the share which is to be transferred.

 

     (f)   Except in the case of a transfer in accordance with the preceding paragraphs of this Article 9 or Article 10 the directors may in their absolute discretion and without assigning any reason in so doing decline to register any transfer of any share whether or not it is a fully paid share.

 

     (g)   The directors may require the production of such evidence as they may think fit for the purpose of satisfying themselves beyond doubt that the paragraphs of this Article 9 have been complied with before registering any transfer of a share.

 

Forfeiture of Shares

 

10 (a)   If a lease ("the Former Lease") held by a member is forfeited, surrendered, expires or otherwise comes to an end the directors may forfeit the share held by that member in respect of the Former Lease. Forfeited shares shall be held by at least 2 directors as trustees. When a new lease is granted demising the same part of the Property as the Former Lease the share forfeited from the lessee under the Former Lease shall be transferred to the lessee under the new lease and the forfeiture cancelled. Until such transfer the share shall be held for the benefit of all other members but shall carry no right to receive notice of, attend or vote at any general meeting of the Company.

 

     (b)  If the holder of a share refuses or neglects to transfer it in accordance with this Article 9, and a director is nominated pursuant to Article 9(d) but is unable to complete the transfer pursuant to Article 9(d) because the person to whom it should be transferred refuses or neglects to take a transfer of such share, the directors may forfeit the share. A share forfeited under this Article shall be held by at least 2 directors as trustees until such time as the holder of the lease in respect of which the share is issued shall be willing to take a transfer of such share, at which time the share shall be duly transferred and the forfeiture cancelled. Until such transfer the share shall be held for the benefit of all other members but shall carry no right to receive notice of, attend or vote at any general meeting of the Company.

 

     (c)   Where a director of the Company holds a forfeited share jointly as trustee and ceases to be a director he shall join with the other joint shareholder(s) in transferring such share (for no consideration) into the names of at least two continuing directors as trustees. If he refuses or neglects to do so one of the directors duly nominated by resolution of the Board for that purpose shall be deemed to be the duly appointed attorney of that director with full power in his name and on his behalf to execute, complete and deliver a transfer of the forfeited share to the persons to whom it should be transferred hereunder and the Company may enter the names of the transferees in the Register of Members as the holders by transfer of such share.

 

Proceedings at general meetings

 

11      Five persons entitled to vote upon the business transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation shall be a quorum for a general meeting, if a quorum is not present within 15 minutes of the time appointed for a general meeting, the meeting, if convened on the requisition of members shall be dissolved. In any other case it shall stand adjourned to such day and at such time and place as the directors determine. If ai the adjourned meeting a quorum is not present within 15 minutes of the time appointed for the meeting, the members present shall be a quorum.

 

 

12        A poll may be demanded at any general meeting by any member entitled to vote at it. Regulation 46 of Table A shall be modified accordingly.

 

13        On a show of hands or on a poll votes may be given either personally or by proxy

 

Votes by Proxy

 

14        The words "or in any other form which is usual or which the directors may approve" shall be deleted from Regulations 60 and 61 of Table A.

 

Number of directors

 

15        Unless otherwise determined by ordinary resolution, the maximum number of directors shall be nine. The minimum number of directors is one.

 

Alternate directors

 

16        A director (other than an alternate director) may appoint by written notice to the Company any person who is a member of the Company to be an alternate director and may by like notice remove from office an alternate director appointed by him.

 

17        When an alternate director is also a director or acts as an alternate director for more than one director, he shall have one vote for every director represented by him (in addition to his own vote if he is himself a director) and, when acting, shall be considered as two directors for the purpose of making a quorum if the quorum exceeds two.

 

Delegation of powers

 

18        The following sentence shall be inserted after the first sentence of regulation 72 of Table A:

 

Any committee of directors shall have the power unless the directors direct otherwise to appoint as a member or as members of the committee for any specific purpose any person or persons who are not directors of the Company.

 

 

Appointment and retirement of directors

 

19        At the first Annual General Meeting four directors shall retire from office, and at the second Annual General Meeting five directors shall retire and the sequence of four and then five directors retiring from office shall apply at every subsequent Annual General Meeting and if the number of directors shall fall below nine, one half of the directors who are subject to retirement by rotation or, if one half of the directors is not a whole number, the higher whole number nearest to one half shall retire from office; but, if there is only one director who is subject to retirement by rotation, he shall retire

 

20        Subject to the provisions of the Act, the directors to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last re-appointed directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

 

21        If, at the meeting at which a director retires by rotation or in accordance with Article 25, no person has been proposed to fill the vacancy, the retiring director shall, if willing to act, be deemed to have been re-appointed.

 

22        No person other than a director retiring by rotation or a director retiring in accordance with Article 25 shall be appointed or re-appointed at any general meeting unless not less than 28 clear days before the date appointed for the meeting, notice executed by two members qualified to vote at the meeting has been given to the Company of the intention to propose that person for appointment stating the particulars which would, if he were so appointed, be required to be included in the Company's Register of Directors together with notice executed by that person of his willingness to be appointed. No member may propose more than one person for appointment as a director.

 

23        Not less than 7 nor more than 28 clear days before the date appointed for holding a general meeting, notice shall be given to all who are entitled to receive notice of the meeting of any person (other than a director retiring by rotation at the meeting) in respect of whom notice has been duly given to the Company of the intention to propose him at the meeting for appointment as a director. The notice shall give the particulars of that person which would, if he were so appointed, be required to be included in the Company s Register of Directors The proposed appointee shall be entitled to request the Company to send, with the notice of particulars, his statement (of up to 100 words) of representations as to his appointment, provided it is not defamatory, and he must attend the meeting at which his appointment is to be proposed and answer any questions relating to his proposed appointment.

 

24        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 additional director. In the event of competition for the position of director, a poll shall be taken and the person having the higher number of votes shall be appointed and in the event of an equality of votes, the appointment shall be decided by a flip of a coin in the presence of the competitors.

 

25        The directors may appoint a person who is willing to act to be a director, to fill a vacancy. A director so appointed shall hold office only until the next following Annual General Meeting and shall not be taken into account in determining the directors who are to retire by rotation at the meeting, if not reappointed at such Annual General Meeting he shall vacate office at the conclusion thereof.

26        Regulations 73 to 80 of Table A do not apply to the Company.

27        There is no age limit for directors of the Company.

28        Save for persons who are deemed to have been appointed as the first directors of the Company on incorporation, no person who is not a. member of the Company shall in any circumstances be eligible to hold office as a director.

 

Disqualification and removal of directors

 

29        Regulation 81 of Table A shall be amended by substituting the following provision for paragraph (c):

 

               (c) he becomes, in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as a director,

 

30        The office of a director shall be vacated if he ceases to be a member and Regulation 81 of Table A shall be modified accordingly.

 

Directors Appointments and Interests

 

31        The second sentence of Regulation 84 of Table A shall be deleted and be replaced with the following:

 

Any such appointment, agreement or arrangement may be made upon such terms as the directors determine except that any terms relating to the remuneration of the director shall require the prior approval of an ordinary resolution of the Company.

 

31A     A director:

 

31A.1  may not be interested in any transaction or arrangement with the Company or any of its subsidiaries;

 

31A.2  shall be accountable to the Company for any benefit which he derives from any such transaction or arrangement and any such transaction or arrangement shall be liable to be avoided on the ground or any such interest or benefit.

            For the purposes of this Article:

 

         a)         a person is interested in a transaction or arrangement if he is a party to it or is a director, shareholder, member, partner or employee of any company, partnership or oilier legal entity who is a party thereto;

 

      b)         an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his;

 

            c)         an interest of a director which arises only by virtue of him or his connected persons being a lessee of a lease shall not be treated as an interest of his;

 

            d)         an interest of a director which arises by virtue of him being a member of a company whose shares are listed or traded on a recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000) or on tiny other public market approved by the directors for this purpose shall not be treated as an interest of his where his shareholding equates to no more than 3% of the issued share capital of that company;

 

           e)         an interest of" a person who is, for any purpose of section 252 of the Companies Act 2006 (excluding any statutory modification not in force when this Article becomes binding on the Company), connected witli a director, shall be treated as an interest of the director; and

 

            f)         Article 31A shall not preclude any director from being paid reasonable costs and other expenses incurred while engaged on the business of the Company or in the discharge of their duties.

 

            Regulations 85 and 86 shall not apply to the Company.

 

 

Directors Gratuities and Pensions

 

32        The Directors may provide the benefits set out in Regulation 87 of Table A
only with the prior approval of an ordinary resolution of the Company.

 

Proceedings of directors

 

33        The quorum for the transaction of the business of the directors shall be three. Regulation 89 of Table A shall not apply to the company.

 

34        If and so long as the minimum number of directors specified under these Articles is one:

 

            (a)        a sole director may exercise all the powers conferred on the directors by the Articles, and shall do so by written resolution under his hand;

                        and

 

            (b)       regulations 88 to 90 of Table A shall not apply to the Company.

 

35        A director may participate in a meeting of the directors or a committee of directors of which be is a member by means of a conference telephone or similar communicating equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting.

 

36        Subject to disclosure in accordance with section 317 of the Act, a director shall be entitled to vote at a meeting of directors or of a committee of directors on any resolution concerning a matter in which he has, directly or indirectly, any kind of interest whatsoever or duty which is material and which conflicts or may conflict with the interests of the Company.

 

Notices

 

37        Any notice required by these Articles to be given by the Company may be given by any visible form on paper, including telex, facsimile and electronic mail. A notice communicated by immediate transmission shall be deemed to be given at the time it is transmitted to the person to whom it is addressed. Regulations 111 and 112 of Table A shall be amended accordingly.

 

Indemnity

 

38        Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director, secretary, auditor or other officer of the Company is entitled to be indemnified by the Company against all losses and liabilities sustained or incurred by him in the e: of his duties or in the exercise of his powers or otherwise in Ins office, including any liability incurred by him:

 

            (a)        in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or which are otherwise disposed of without any finding or admission of any material breach of duty on his part; or

 

            (b)        in connection with any application in which relief is granted to him by the Court from liability in respect of any act or omission done or alleged to be done by him as an officer or employee of the Company.

 

Company Rules

 

39        The directors may from time to time propose for approval by the Company in general meeting such rules as they may deem necessary or expedient or convenient for the proper conduct and management of the Company which without prejudice to the generality of the foregoing, may regulate: -

 

            (a)        the conduct of members of the Company in relation to one another and to the Company and to the Company s servants or agents;

 

            (b)       the setting aside for the whole or any part or parts of the Property at any particular time or times or for a particular purpose or purposes;

 

            (c)        the procedure at general meetings and meetings of the directors and committees of the directors of the Company insofar as such procedure is not regulated by these Articles; and

            (d)       generally, all such matters as are commonly the subject matter of company rules or rules or regulations appropriate to property of a similar nature and type as the Property.

 

The general meeting shall have the power to alter, repeal or make additions to the rules, which SO long as they shall be in force, shall be binding on all members of the Company