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PREMIER LEAGUE

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Excess Shares<br />

12.1 In the event that the maximum number of Association Football clubs entitled to be members<br />

of the League in accordance with the Articles or the Rules is less than the number of Ordinary<br />

Shares then in issue then, unless the excess of such Ordinary Shares shall be purchased by the<br />

Company or otherwise redeemed in accordance with the provisions of the Act, such excess<br />

Ordinary Shares shall be transferred to and be registered in the name of the Secretary and,<br />

whilst so registered, such Ordinary Shares shall carry no voting, dividend or other rights,<br />

including on any winding up of the Company.<br />

12.2 On any change of the Secretary, any Ordinary Shares so registered in the name of the<br />

Secretary shall forthwith be transferred into the name of the person holding such office<br />

following such change and in the event that such shares shall not be so transferred within<br />

fourteen days of the change of the Secretary, the Board may authorise either the Director to<br />

execute a transfer of such shares in favour of the Secretary for the time being of the Company<br />

and a transfer so executed shall be as valid and effective as if the same had been executed by<br />

the holder of such shares and the transferee Secretary shall be entered in the register as the<br />

holder of such Ordinary Shares accordingly.<br />

Alteration of Share Capital<br />

13. The Company may by Resolution cancel Ordinary Shares which, at the date of the passing of<br />

the Resolution, have not been issued and allotted or agreed to be issued and allotted to any<br />

Association Football club entitled thereto and diminish the amount of its share capital by the<br />

amount of the shares so cancelled.<br />

14. Subject to the provisions of the Act, the Company may by special resolution reduce its share<br />

capital, any capital redemption reserve and any share premium account.<br />

Purchase of Own Shares<br />

15. Subject to the provisions of the Act, the Company may purchase its own shares (including any<br />

redeemable shares) and make a payment in respect of the redemption or purchase of its own<br />

shares otherwise than out of distributable profits of the Company or the proceeds of a fresh<br />

issue of shares.<br />

Rules<br />

16.1 The Company may by Resolution make and adopt and from time to time amend the Rules for<br />

the purpose of regulating all matters affecting the organisation and management of the<br />

League to the extent not provided for in, and so far as the same do not conflict with, the<br />

provisions of the Articles.<br />

16.2 Unless otherwise stated in the Articles or the Rules, the provisions of the Articles shall prevail<br />

in the event of any conflict with any of the provisions of the Rules.<br />

451<br />

ARTICLES OF ASSOCIATION

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