Rights Attaching To Ordinary Shares Of Norish plc
Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person and every proxy shall have one vote. In the case of a poll every member shall have one vote for each share of which he is the holder.
Where a member has failed to comply with an Information Notice pursuant to Article 10 which allows the directors of the company to seek certain information from the members in relation to their shareholdings, by either not providing the required information or providing false or misleading information, the directors may issue a Restriction Notice to such a member which has the effect of prohibiting the member from voting either personally or by proxy in respect of his shares for the duration of such notice.
Article 125 allows for the payment of dividends to members in proportion to the amounts paid up on their shares. There is no restriction on the right of a member to receive a dividend if a member has failed to comply with Article 10 and is subject to a restriction notice.
Ordinary shares may be transferred by an instrument in writing. The instrument of transfer must be signed by the transferor and when the share is not fully paid by the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register.
Article 27 provides that the Directors may in their absolute discretion and without assigning any further reason therefore refuse to register any share transfer if it is not fully paid up or where the company has a lien.
If any shareholder fails to pay the whole or any part of any call on or before the day appointed for the payment thereof, the board may at any time thereafter during such time as the call, or any part thereof, remains unpaid, serve a notice on the shareholder requiring him to pay such a call, or part thereof, which remains unpaid, together with any accrued interest and any expenses incurred by the company by reason of such non payment.
If the company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Statutes, divide among the members in specie or kind the whole or any part of the assets of the Company and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.
A full set of Articles can be obtained from the Companies Office or from the Company Secretary at Northern Way, Bury St Edmunds, IP32 6NL.