Company Constitution

Summary of the Bye-laws of the Company

The Bye-laws of the Company contain provisions to the following effect which are intended as a summary only. For further information please refer to the Bye-laws, as amended, which are available for inspection at the Company’s principal office in London:

i. Share Capital

1. Subject to any special rights conferred on the holders of any share or class of shares, any share in the Company may be issued with such rights in relation to dividend, voting, return of capital or otherwise, as the Company may in general meeting determine or, if no such specific determination is made, as the Board may determine.
2. Subject to the Bermuda Companies Act 1981 (as amended), the Company may alter the special rights attached to any class of shares upon obtaining the consent in writing of the holders of 75% of the issued shares of that class or with the sanction of a resolution passed at a separate general meting of the holders of such shares. The quorum at any such meeting will be two or more persons holding or representing by proxy any of the shares of that class.
3. The rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided, be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.
4. The Board may offer, allot, grant options over or otherwise dispose of the unissued shares of the Company upon such terms and conditions and at such times as the Board may determine.
5. The Company may from time to time increase its capital by such sum to be divided into shares of such par value as the Company shall determine in general meeting. The Company may by resolution direct that any new shares be offered at par in the first instance or at a premium or discount to existing members pro rata or make any other provision as to the issue of the new shares.
6. If any shareholder fails to pay any call or instalment on a call as it falls due for payment on any shares then the Board shall be entitled to serve a notice on such shareholder informing him of the non-payment. If the shareholder fails within the period stated by the Company (not being less than 14 days from the date of the notice) to make the required payment, the Company shall be entitled to forfeit the shares in respect of which the payment was due. Such forfeited shares shall be deemed to be the property of the Company and may be disposed of as the Board shall think fit. The shareholder will continue to be liable for such sums still outstanding at the date of forfeiture.
7. The Company may from time to time purchase its own shares for cancellation in accordance with the provisions of the Bermuda Companies Act 1981 and the Board may exercise all the powers of the Company to purchase all or part of its shares.

ii. Share certificates

Where a share is held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all. In the event that any share certificate is defaced, lost or destroyed it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of the costs and out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Directors think fit and, in the case of defacement, on delivery of the old certificate.

iii. Transfer of shares

Any shareholder may transfer any or all of their shares by an instrument of transfer in the usual common form or otherwise approved by the Board. The instrument shall be signed by or on behalf of the transferor and (if any share is not fully paid) the transferee. The transferor shall be deemed to remain the holder of the shares until the transferee is entered on the register. The Board may in its absolute discretion decline to register any transfer of any share which is not fully paid and also if the transfer is not duly stamped, the instrument of transfer is not in respect of one class of share only and, if applicable, the permission of the Bermuda Monetary Authority has not been obtained. Permission has been obtained from the Bermuda Monetary Authority for the transferability of the shares for so long as they are listed on AIM. In the event that the Board declines to register a transfer, it shall, within three months after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal. No fee shall be charged for registering any transfer or other instrument relating to the title to any share.

iv. Voting rights of members

At general meetings every member present in person shall have one vote on a show of hands. On a poll every person present in person or by proxy shall have one vote for each share held by him subject to any special voting powers or restrictions for the time being attached to any shares which may be subject to special conditions.

v. Alternate director

The Company may in general meeting appoint alternate directors or authorise the Board to appoint alternate directors. Any alternate director may be removed by the Company in general meeting or, if appointed by the Board, may be removed by the Board. An alternate director may also be a Director in his own right and may act as alternate to more than one Director. Any alternate director shall be responsible to the Company for his acts or defaults and shall not be deemed to be the agent of any Director for whom he is alternate.

vi. Directors’ fees and additional remuneration and expenses

The amount, if any, of Directors’ fees shall from time to time be determined by the Board. In the absence of any contrary determination such fees will be deemed to accrue from day to day. The Directors (and any alternate director) may also be paid all reasonable travelling, hotel and incidental expenses properly and reasonably incurred in attending meetings of the Directors or any committee of Directors or general meetings of the Company or otherwise in connection with the business of the Company. The Directors may also grant special remuneration to any Director who is called upon to by the Company and does perform any services which in the opinion of the Board go beyond the ordinary duties of a Director.

vii. Directors’ interests

1. A Director who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement shall disclose the nature of his interest at a meeting of the Directors, but the nature of his interest must be declared by him at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration or if the Director was not at the date of that meeting interested in the proposed contract or arrangement, then at the next meeting of the Directors held after he becomes so interested, and in a case where the Director becomes interested in a contract or arrangement after it is made, then at the first meeting of the Directors held after he becomes so interested. For the purpose of the foregoing a general notice in writing given to the Directors by any Director to the effect that he is a member of any specified company or firm, and is to be regarded as interested in any contract which may thereafter be made with that company or firm, shall (if a Director shall give the same at a meting of the Directors or shall take reasonable steps to secure that the same is brought up and read at the next meeting of the Directors after it is given) be deemed a sufficient declaration of interest in relation to any contract so made.
2. A Director may vote in respect of any contract or arrangement in which he is interested and be counted in the quorum present at any meeting at which any such contract or arrangement is proposed or considered, and if he shall so vote his vote shall be counted.
3. A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director on such terms as to tenure of office, and otherwise as the Directors may determine, and no Director or intending Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.
4. Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, provided that nothing herein contained shall authorise a Director or his firm to act as an Auditor to the Company.
5. Any Director may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company may be interested. The Directors may exercise the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them, to be directors or officers of such company, or voting or providing for the payment of remuneration to the directors or officers of such company).

viii. Rights as to dividends

1. The Board may from time to time declare cash dividends to be paid to shareholders in accordance with their rights and interests in the profits as appear to be justified by the position of the Company. The Board may also declare interim dividends if this appears justified. Dividends may not be declared or paid if there are reasonable grounds for believing that the Company is, or would after the payment be, unable to pay its liabilities as they become due, or the realisable value of the Company’s assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts.
2. Except where otherwise provided by the rights attaching to the shares all dividends will be declared and paid according to the amount paid up on the shares. Dividends will be paid pro rata according to the amount paid up on any shares during any portion of the period in relation to which the dividend is paid. There is no fixed date on which an entitlement to dividend arises.
3. The Board may deduct from such dividends any money payable by a shareholder on account of calls or otherwise in respect of shares of the Company owing to the Company. Any dividend remaining unclaimed for twelve years shall revert to the Company and become the property of the Company. Whilst any dividend is unclaimed it can be used by the Board for the benefit of the Company provided that payment of the unclaimed dividend into a separate account will not result in the Company becoming a trustee in respect thereof.

ix. Rights of shareholders in a winding up

1. In the event of a winding up the liquidator may with the sanction of a resolution of the Company and any other sanction required by the Bermudan Companies Acts be authorised to divide among the members in specie or in kind the whole or any part of the assets of the Company, and may vest any of the assets in trustees upon trust for the benefit of the member as the liquidator thinks fit.
2. The assets shall be distributed rateably according to the amount paid on the shares (subject to the rights of the holders of shares issued with special rights). However, if expedient with the sanction of a resolution of the Company and any other sanction required by the Bermudan Companies Act the liquidator may divide the assets other than in accordance with the existing rights of the members, and can exclude or prefer any class.

x. Alteration of Bye-laws

The Bye-laws may be altered in the manner prescribed by the Bermudan Companies Acts.

Crest Depository interests

The Company’s ordinary shares may be held and transferred within the CREST electronic settlement system, pursuant to a depository interest arrangement established by the Company.

The Company’s ordinary shares are not themselves admitted to CREST, rather the Company has arranged for Capita IRG Trustees Limited (the “Issuer”) to issue depository interests in respect of the underlying ordinary shares (the “Depository Interests”). It is these Depository Interests which may be held and transferred within CREST. The Depository Interests are created and issued pursuant to a Deed Poll executed by the Issuer under English law, copies of which are available from them.

In CREST, the Depository Interests carry the same ISIN number (BMG319201049) as the Company’s ordinary shares. It is at the discretion of the shareholders as to whether they wish to hold and transfer Griffin shares by way of the CREST residual settlement mechanism or by way of the Depository Interests.