Annex 1
Company No. 4074919
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
Royal Mail Holdings plc
(Previously Consignia Holdings plc)
1. NAME
The Company's name is "Royal Mail Holdings
plc".[28]
2. TYPE OF COMPANY
The Company is to be a public company.
3. REGISTERED OFFICE
The Company's registered office is to be situated
in England and Wales.
4. OBJECTS
The objects for which the Company is established
are:
(i) postal services and services
for or connected with the distribution or communication of all
descriptions of goods, information and other things;
(ii) banking, money transmission
and other financial services;
(iii) all kinds of services to
businesses and other service providers in connection with the
management of customers and clients;
(iv) all services for or connected
with the communication of information, messages and data, and
the carrying out of transactions, over all kinds of physical,
electronic and other media; and
(v) services to or for Her Majesty's
Government, the government of any other territory, and any national,
supranational or local authority or other governmental, state
or public sector body and services to or for citizens in connection
with their relationships with any of the aforesaid bodies.
(B) To carry on business as a general
commercial company and to carry on any trade or business whatsoever.
(C) To acquire any estate or interest
in and to take options over, construct, develop or exploit any
property, real or personal, and rights of any kind and the whole
or any part of the undertaking, assets and liabilities of any
person and to act as a holding company.
(D) To provide services of all descriptions.
(E) To lend money and grant or provide
credit and financial accommodation to any person and to deposit
money with any person.
(F) To invest money of the Company in
any investments and to hold, sell or otherwise deal with investments
or currencies or other financial assets.
(G) To enter into any arrangements with
any government or authority or person and to obtain from any government
or authority or person any legislation, orders, rights, privileges,
franchises and concessions.
(H) To borrow and raise money and accept
money on deposit and to secure or discharge any debt or obligation
in any manner and in particular (without prejudice to the generality)
by mortgages of or charges upon all or any part of the undertaking,
property and assets (present and future) and uncalled capital
of the Company or by the creation and issue of securities.
(I) To enter into any guarantee, contract
of indemnity or suretyship and in particular (without prejudice
to the generality) to guarantee, support or secure, with or without
consideration, whether by personal obligation or by mortgaging
or charging all or any part of the undertaking, property and assets
(present and future) and uncalled capital of the Company or by
both such methods or in any other manner, the performance of any
obligations or commitments of, and the repayment or payment of
the principal amounts of and any premiums interest dividends and
other moneys payable on or in respect of any securities or liabilities
of, any person, including (without prejudice to the generality)
any company which is for the time being a subsidiary or a holding
company of the Company or another subsidiary of a holding company
of the Company or otherwise associated with the Company.
(J) To amalgamate or enter into partnership
or any profit-sharing arrangement with, or to co-operate or participate
in any way with, or to take over or assume any obligation of,
or to assist or subsidise any person.
(K) To sell, exchange, mortgage, charge,
let, grant licences, easements, options and other rights over,
and in any other manner deal with, or dispose of, all or any part
of the undertaking, property and assets (present and future) of
the Company for any or for no consideration and in particular
(without prejudice to the generality) for any securities or for
a share of profit or a royalty or other periodical or deferred
payment.
(L) To issue and allot securities of
the Company for cash or in payment or part payment for any real
or personal property purchased or otherwise acquired by the Company
or any services rendered to the Company or as security for any
obligation or amount (even if less than the nominal amount of
such securities) or for any other purpose, and to give any remuneration
or other compensation or reward for services rendered or to be
rendered in placing or procuring subscriptions of, or otherwise
assisting in the issue of, any securities of the Company or in
or about the formation of the Company or the conduct or course
of its business.
(M) To establish or promote, or concur
or participate in establishing or promoting, any company, fund
or trust and to subscribe for, underwrite, purchase or otherwise
acquire securities of any company, fund or trust and to act as
director of and as secretary, manager, registrar or transfer agent
for any other company and to act as trustee of any kind.
(N) To pay all the costs, charges and
expenses preliminary or incidental to the promotion, formation,
establishment and incorporation of the Company.
(O) To grant or procure the grant of
donations, gratuities, pensions, annuities, allowances or other
benefits, including benefits on death, to, or purchase and maintain
any type of insurance for or for the benefit of, any directors,
officers or employees or former directors, officers or employees
of the Company or any company which at any time is or was a subsidiary
or a holding company of the Company or another subsidiary of a
holding company of the Company or otherwise associated with the
Company or of any predecessor in business of any of them, and
to the relations, connections or dependants of any such persons,
and to other persons whose service or services have directly or
indirectly been of benefit to the Company or whom the board of
directors of the Company considers have any moral claim on the
Company or to their relations, connections or dependants, and
to establish or support any funds, trusts, insurances or schemes
or any associations, institutions, clubs or schools, or to do
any other thing likely to benefit any such persons or otherwise
to advance the interests of such persons or the Company or its
members, and to subscribe, guarantee or pay money for any purpose
likely, directly or indirectly, to further the interests of such
persons or the Company or its members or for any national, charitable,
benevolent, educational, social, public, general or useful object.
(P) To cease carrying on or to wind up
any business or activity of the Company, and to cancel any registration
of and to wind up or procure the dissolution of the Company in
any state or territory.
(Q) To distribute any of the property
of the Company among its creditors and members or any class of
either in cash, specie or kind.
(R) To do all or any of the above things
or matters in any part of the world and either as principals,
agents, contractors, trustees or otherwise and by or through trustees,
agents or otherwise and either alone or in conjunction with others.
(S) To carry on any other activity and
do anything of any nature which in the opinion of the board of
directors of the Company is or may be capable of being conveniently
carried on or done in connection with the above, or likely directly
or indirectly to enhance the value of or render more profitable
all or any part of the Company's undertaking property or assets
or otherwise to advance the interests of the Company or of its
members.
(T) To do any other thing which in the
opinion of the board of directors of the Company is or may be
incidental or conducive to the attainment of the above objects
or any of them.
(U) In this clause "company",
except where used to denote this Company, shall include any partnership
or other body of persons, whether incorporated or not incorporated,
and whether formed, incorporated, domiciled or resident in the
United Kingdom or elsewhere, "person" shall include
any company as well as any other legal or natural person, "securities"
shall include any fully, partly or nil paid or no par value share,
stock, unit, debenture, debenture or loan stock, deposit receipt,
bill, note, warrant, coupon, right to subscribe or convert, or
similar right or obligation, "and" and "or"
shall mean "and/or" where the context so permits, "other"
and "otherwise" shall not be construed ejusdem generis
where a wider construction is possible, and the objects specified
in the different paragraphs of this clause shall not, except where
the context expressly requires, be in any way limited or restricted
by reference to or inference from the terms of any other paragraph
or the name of the Company or the nature of any trade or business
carried on by the Company, or by the fact that at any time the
Company is not carrying on any trade or business but may be carried
out in as full and ample a manner and shall be construed in as
wide a sense as if each of those paragraphs defined the objects
of a separate distinct and independent company.
5. LIABILITY OF MEMBERS
The liability of the members is limited.
6. SHARE CAPITAL
The Company's share capital is £100,001
divided into 100,000 shares of £1 each and one special rights
redeemable preference share of £1. [29]
We, the subscribers of this Memorandum of Association,
wish to be formed into a company pursuant to this memorandum;
and we agree to take the number of shares shown opposite our respective
names.
| Names and addresses of Subscribers
| | Number of shares taken by each Subscriber
|
1. For and on behalf ofInstant Companies Limited, 1 Mitchell Lane, Bristol BS1 6BU.
| — | One |
2. For and on behalf of Swift Incorporations Limited, 1 Mitchell Lane, Bristol BS1 6BU.
| — | One |
| | |
| Total shares taken | —
| Two |
Dated 8 September 2000
| Witness to the above Signatures: | Glenys Copeland,
1 Mitchell Lane, Bristol BS1 6BU.
|
| |
28
Incorporated on 20 September 2000 as Expandreserve Public Limited
Company. Name changed by special resolution to The Post Office
Group plc on 12 December 2000 and by further special resolution
to Consignia plc on 4 January 2001 and by further special resolution
to Consignia Holdings plc on 25 January 2001. The name was changed
to Royal Mail Holdings plc by special resolution on 4 November
2002. Back
29
The Company was incorporated with a share capital of £100,000
divided into 100,000 shares of £1 each.
On 4 January 2001 the share capital
of the Company was increased from £100,000 to £100,001
by the creation of one pecial rights redeemable preference share
of £1.
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