OAM2681 OVCT 2 Prospectus aw12 - Clubfinance

(b)
(iv) Where the restricted shares represent at least 0.25%
in nominal value of the issued shares of the same
class as the restricted shares (excluding any shares of
that class held as treasury shares) the restriction
notice may in addition direct, inter alia, that any
dividend or other money which would otherwise be
payable on the restricted shares shall be retained by
the Company without liability to pay interest; any
election by such member to receive shares instead of
cash in respect of any dividends on such restricted
shares will not be effective; and no transfer of any of
the shares held by the shareholder shall be registered
unless the shareholder is not himself in default in
supplying the information requested and the transfer
is part only of the member’s holding and is
accompanied by a certificate given by the member in
a form satisfactory to the Directors to the effect that
after due and careful enquiry the member is satisfied
that none of the shares which are the subject of the
transfer are restricted shares.
(v)
The Board shall be entitled to make calls for the
sums, if any, remaining unpaid on any shares, subject
to the terms of allotment of such shares. If any call
remains unpaid then the Board may, after giving not
less than 14 clear days’ notice, forfeit such share and
sell or transfer such forfeited shares on such terms as
the Board may determine.
General Meetings
(i) Convening of General Meetings
The Board shall convene annual general meetings and
may convene other general meetings whenever it
thinks fit. A general meeting shall also be convened
on such requisition or in default may be convened by
such requisitionists as provided by the Act. At any
meeting convened on such requisition or by such
requisitionists no business shall be transacted except
that stated by the requisition or proposed by the
Board. If there are not within the UK sufficient
members of the Board to convene a general meeting,
any Director may call a general meeting. The Board
may make arrangements to ensure the orderly
conduct of general meetings and to preserve the
security of attendees.
(ii)
Notice of General Meeting
General meetings shall be convened by the minimum
period of notice required by the Act.
Every notice convening a general meeting shall specify:
(1) whether the meeting is an annual general
meeting or an extraordinary general meeting;
(2) the place, the day and the time of the meeting;
(3) in the case of special business the general nature
of that business;
(4) if the meeting is convened to consider a special
resolution the text of the resolution and the
intention to propose the resolution as such; and
(5) with reasonable prominence that a member
entitled to attend and vote is entitled to appoint
one or more proxies to attend and, on a poll,
vote instead of him and that a proxy need not
also be a member.
(iii) Omission to Send Notice
The accidental omission to send a notice of meeting
or, in cases where it is intended that it be sent out
with the notice, an instrument of proxy or any other
document, to, or the non-receipt of either by, any
person entitled to receive the same shall not
invalidate the proceedings at that meeting.
(iv)
(v)
(vi)
Quorum at General Meetings
No business shall be transacted at any general
meeting unless a quorum is present when the
meeting proceeds to business but the absence of a
quorum shall not preclude the choice or appointment
of a chairman which shall not be treated as part of
the business of the meeting. Two persons entitled to
attend and to vote on the business to be transacted,
each being a member present in person or a proxy
for a member or a duly authorised representative of
a corporation which is a member, shall be a quorum.
If within 15 minutes (or such longer interval as the
Chairman in his absolute discretion thinks fit) from
the time appointed for the holding of a general
meeting a quorum is not present, or if during a
meeting such a quorum ceases to be present, the
meeting, if convened on the requisition of members,
shall be dissolved. In any other case, the meeting shall
stand adjourned to the same day in the next week at
the same time and place, or to such other day and at
such time and place as the Chairman (or, in default,
the Board) may determine, being not less than ten
clear days thereafter. If at such adjourned meeting a
quorum is not present within 15 minutes from the
time appointed for holding the meeting one member
present in person or by proxy or (being a
corporation) by a duly authorised representative shall
be a quorum. If no such quorum is present or if
during the adjourned meeting a quorum ceases to be
present, the adjourned meeting shall be dissolved.
Method of Voting
At any general meeting a resolution put to a vote of
the meeting shall be decided on a show of hands
unless (before or immediately after the declaration of
the result of the show of hands or on the withdrawal
of any other demand for a poll) a poll is duly
demanded. Subject to the provisions of the Act, a
poll may be demanded by:
(1) the chairman of the meeting; or
(2) at least five members present in person or by
proxy having the right to vote at the meeting; or
(3) a member or members present in person or by
proxy representing not less than one tenth of
the voting rights of all the members having the
right to vote at the meeting; or
(4) a member or members present in person or by
proxy holding shares conferring a right to vote
at the meeting being shares on which an
aggregate sum has been paid up equal to not
less than one tenth of the total sum paid up on
all the shares conferring that right.
Votes of Members
Subject to the provisions of the Act and to any
special terms as to voting on which any shares may
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