2.1 The authorised share capital of the Company as at the date of the adoption of these Articles is £[ ]6 divided into [ ]7 non dividend 'A' shares ("A Shares"), 1 non dividend 'B' share ("B Share"), 1 non dividend 'C' share ("C Share") and 1 non dividend 'D' share ("D Share"). The A Shares, the B Share, the C Share and the D Share shall each constitute different classes of shares for the purposes of the Act, but, except as expressly provided in these Articles, the A Shares, the B Share, the C Share and the D Share rank pari passu in all respects.
2.2 The Company is a private company and accordingly any invitation to the public to subscribe for any shares or debentures of the Company is prohibited.
2.3 The share capital of the Company shall not be increased and no unissued shares may be allotted or issued unless with the consent in writing signed by or on behalf of all of the members. Unless all of the members of the Company holding A Shares and the D Share consent in writing otherwise, all new shares created on any increase of capital shall be created as A Shares of £1 each, being issued only to the holders of A Shares pro rata to the members' holdings thereof.
2.4 In substitution for any existing such authority conferred on the directors, the directors be and are hereby generally and unconditionally authorised for the purposes of Section 80 of the Companies Act 1985 to allot and issue such number of relevant securities (as defined in that Section) and on such terms and conditions as they may in their discretion think fit subject always to the following conditions:-
2.4.1 the maximum nominal amount of relevant securities to be allotted in pursuance of this authority shall be £[ ], and
2.4.2 this authority shall expire unless sooner revoked or altered by the Company in general meeting on the fifth anniversary of the date of adoption of these Articles provided that the Company may, before the expiry of this authority, make an offer or agreement which would or might require relevant securities to be allotted after the expiry of this authority and the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
2.5 Section 89(1) of the Companies Act 1985 shall not apply to an allotment of any equity security where the consent to that allotment of every relevant shareholder has been obtained as required by these Articles and that allotment otherwise conforms to the requirements of these Articles.
2.6 Whenever the capital of the Company is divided into different classes of shares all provisions applicable to general meetings of the Company or to the proceedings thereat shall mutatis mutandis apply to any separate meeting of the holders of shares of any class except that
2.6.1 the necessary quorum shall be one or more persons holding or representing by proxy at least two thirds (in aggregate) in nominal value of the issued shares of the class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present the member or members present in person or by proxy shall be a quorum),
2.6.2 any holder of shares of the class present in person or by proxy may demand a poll and each holder shall on a poll have one vote in respect of every share of the class held by it, and
2.6.3 the provisions of Article 2.8 shall apply in relation to any proposed variation of special rights attached to that class of shares.
2.7 The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith provided that such further shares are issued equally in all respect to all then existing shares of that class.
2.8 Whenever the capital of the Company is divided into different classes of shares the special rights attached to any class may be varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up, only with the consent in writing of the holders of all of the issued shares of that class.
2.9 No share shall carry any entitlement to a dividend or other distribution.
2.10 No share is redeemable.
2.11 If the Company is wound up under the Insolvency Act 1986 and some property of the Company remains after satisfaction of the Company's liabilities, the members of the Company shall be entitled to share in a distribution of such residual assets, in proportion to the number of Shares held by them respectively, but such that the maximum amount which may be received by any member in this respect (or in respect of any other return of capital) shall not exceed £1 for each share of which it is the holder.
2.12 Following distribution in accordance with Article 2.11 on winding up of the Company, any remaining residual assets of the Company shall be given or transferred to the Charity.
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6 Bidder to propose
7 Bidder to propose