22/10/2021 - 4imprint Group plc: 4imprint Group plc – Articles of Association

1.

Exclusion of Model Articles

1

2.

Definitions

1

3.

Limited Liability

3

4.

Change of Name

3

5.

Rights Attached to Shares

3

6.

Redeemable Shares

3

7.

Variation of Rights

4

8.

Matters not constituting Variation of Rights

4

9.

Shares

4

10.

Payment of Commission

4

11.

Trusts Not Recognised

4

12.

Suspension of Rights Where Non-Disclosure of Interest

5

13.

Uncertificated Shares

7

14.

Right to Share Certificates

9

15.

Replacement of Share Certificates

9

16.

Execution of Share Certificates

9

17.

Share Certificates Sent at Holder's Risk

9

18.

Company's Lien on Shares Not Fully Paid

10

19.

Enforcing Lien by Sale

10

20.

Application of Proceeds of Sale

10

21.

Calls

10

22.

Timing of Calls

10

23.

Liability of Joint Holders

11

24.

Interest Due on Non-Payment

11

25.

Sums Due on Allotment Treated as Calls

11

26.

Power to Differentiate

11

27.

Payment of Calls in Advance

11

28.

Notice if Call or Instalment Not Paid

11

29.

Form of Notice

11

30.

Forfeiture for Non-Compliance with Notice

12

31.

Notice after Forfeiture

12

32.

Sale of Forfeited Shares

12

33.

Arrears to be Paid Notwithstanding Forfeiture

12

34.

Statutory Declaration as to Forfeiture

12

35.

Transfer

13

36.

Signing of Transfer

13

37.

Rights to Decline Registration of Partly Paid Shares

13

38.

Other Rights to Decline Registration

13

39.

No Fee for Registration

14

40.

Untraced Shareholders

14

41.

Transmission on Death

15

42.

Entry of Transmission in Register

15

43.

Election of Person Entitled by Transmission

15

44.

Rights of Person Entitled by Transmission

16

45.

Sub-division

16

46.

Fractions

16

47.

Participation in General Meetings

17

48.

Electronic Facilities and Satellite Meetings

17

49.

Omission or Non-Receipt of Notice

18

50.

Changes to Arrangements for General Meetings

18

51.

Quorum

19

52.

Procedure if Quorum Not Present

19

53.

Security, Health and Safety and Access Arrangements

19

54.

Chair of General Meeting

20

55.

Orderly Conduct

20

56.

Entitlement to Attend and Speak

20

57.

Adjournments

20

58.

Notice of Adjournment

21

59.

Amendments to Resolutions

21

60.

Amendments Ruled Out of Order

21

61.

Votes of Members

21

62.

Method of Voting

21

63.

Procedure if Poll Demanded

22

64.

When Poll to be Taken

22

65.

Continuance of Other Business after Poll Demand

22

66.

Votes of Joint Holders

22

67.

Voting on Behalf of Incapable Member

23

68.

No Right to Vote where Sums Overdue on Shares

23

69.

Objections or Errors in Voting

23

70.

Appointment of Proxies

24

71.

Receipt of Proxies

24

72.

Maximum Validity of Proxy

25

73.

Form of Proxy

25

74.

Cancellation of Proxy's Authority

25

75.

Separate General Meetings

26

76.

Number of Directors

26

77.

Directors' Shareholding Qualification

26

78.

Power of Company to Appoint Directors

26

79.

Power of Board to Appoint Directors

26

80.

Annual Retirement of Directors

26

81.

Filling Vacancies

26

82.

Power of Removal by Special Resolution

27

83.

Persons Eligible as Directors

27

84.

Position of Retiring Directors

27

85.

Vacation of Office by Directors

27

86.

Alternate Directors

28

87.

Executive Directors

29

88.

Directors' Fees

29

89.

Additional Remuneration

29

90.

Expenses

30

91.

Pensions and Gratuities for Directors

30

92.

Conflicts of Interest Requiring Board Authorisation

30

93.

Other Conflicts of Interest

31

94.

Benefits

32

95.

Quorum and Voting Requirements

32

96.

General

35

97.

General Powers of Company Vested in Board

35