B159 01EH5961829.2
ARTICLES OF ASSOCIATION
of
ABRDN DIVERSIFIED INCOME AND GROWTH PLC
PUBLIC COMPANY LIMITED BY SHARES
(as adopted by special resolution passed on 3 July 2024)
Company number: SC003721
B159 01EH5961829.2
CONTENTS | ||
5. | Form of resolution | 7 |
6. | Change of Name | 7 |
SHARE CAPITAL | 8 | |
7. | Rights attached to shares | 8 |
8. | Redeemable shares | 8 |
9. | Warrants to subscribe for shares | 8 |
10. | Variation of rights | 8 |
11. | Pari passu issues | 9 |
12. | Renunciation | 9 |
13. | Shares not to be allotted at a discount | 9 |
14. | Financial Assistance | 9 |
15. | Payment of commission | 9 |
16. | Interests not recognised | 9 |
17. | Recognition of trusts | 10 |
18. | Suspension of rights where non-disclosure of interest | 10 |
19. | Uncertificated shares | 12 |
20. | Right to share certificates | 14 |
21. | Replacement of share certificates | 14 |
22. | Execution of share certificates | 14 |
23. | Delivery of certificate to broker or agent | 15 |
LIEN | 15 |
24. | Company's lien on shares not fully paid | 15 |
25. | Enforcing lien by sale | 15 |
26. | Application of proceeds of sale | 15 |
CALLS ON SHARES | 15 | |
27. | Calls | 15 |
28. | Payment on calls | 16 |
29. | Liability of joint holders | 16 |
30. | Interest due on non-payment | 16 |
31. | Sums due on allotment treated as calls | 16 |
32. | Power to differentiate | 16 |
33. | Payment of calls in advance | 16 |
FORFEITURE AND SURRENDER OF SHARES | 17 | |
34. | Notice to pay unpaid calls and forfeiture | 17 |
35. | Notice of forfeiture | 17 |
36. | Forfeited shares to be the property of the Company | 17 |
37. | Board may annul forfeiture | 18 |
38. | Forfeiture not to extinguish liability to pay | 18 |
39. | Statutory declaration as to forfeiture | 18 |
TRANSFER OF SHARES | 19 | |
40. | Transfer | 19 |
41. | Rights to decline registration of partly paid shares | 19 |
42. | Other rights to decline registration | 19 |
43. | Notice of refusal | 20 |
44. | No fee for registration | 20 |
45. | Registration of transfers may be suspended | 20 |
46. | Untraced shareholders | 20 |
47. | Forced transfers | 22 |
TRANSMISSION OF SHARES | 23 | |
48. | Transmission on death | 23 |
49. | Entry of transmission in register | 23 |
50. | Election of person entitled by transmission | 23 |
51. | Rights of person entitled by transmission | 23 |
ALTERATION OF SHARE CAPITAL | 24 | |
52. | Fractions | 24 |
53. | Reduction of capital | 24 |
54. | Issue of share warrants to bearer | 24 |
55. | Conditions of Issue of share warrants to bearer | 25 |
GENERAL MEETINGS | 25 | |
56. | General meetings | 25 |
57. | Annual general meetings | 25 |
58. | Convening of and participating in general meetings | 26 |
59. | Ordinary business | 26 |
60. | Separate general meetings | 27 |
61. | Shareholders' resolutions | 27 |
NOTICE OF GENERAL MEETINGS | 27 | |
62. | Length of notice | 27 |
63. | Omission or non-receiptof notice | 29 |
64. | Electronic meetings | 29 |
65. | General Meeting held at more than one physical location | 30 |
66. | Postponement of general meetings | 31 |
PROCEEDINGS AT GENERAL MEETINGS | 32 | |
67. | Quorum | 32 |
68. | Procedure if quorum not present | 32 |
69. | Security, access and safety arrangements | 32 |
70. | Chairman of general meeting | 33 |
71. | Orderly conduct | 33 |
72. | Entitlement to attend and speak | 33 |
73. | Adjournments | 33 |
74. | Notice of adjournment | 34 |
AMENDMENTS | 34 | |
75. | Amendments to resolutions | 34 |
76. | Amendments ruled out of order | 35 |
VOTING | 35 | |
77. | Suspension of rights | 35 |
78. | Votes of members | 35 |
79. | Method of voting | 36 |
80. | Procedure if poll demanded | 37 |
81. | When poll to be taken | 37 |
82. | Continuance of other business after poll demand | 37 |
83. | Votes cast in advance | 38 |
84. | Votes on a poll | 38 |
85. | Votes of joint holders | 38 |
86. | Voting on behalf of incapable member | 38 |
87. | No right to vote where sums overdue on shares | 38 |
88. | Objections or errors in voting | 39 |
PROXIES | 39 | |
89. | Execution of proxies | 39 |
90. | Delivery of proxies | 39 |
91. | Maximum validity of proxy | 41 |
92. | Form of proxy | 41 |
93. | Cancellation of proxy's authority | 41 |
CORPORATIONS ACTING BY REPRESENTATIVES | 42 | |
94. | Representatives of corporations | 42 |
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS | 42 | |
95. | Number of directors | 42 |
96. | Directors' shareholding qualification | 42 |
97. | Power of the Company to appoint directors | 42 |
98. | Power of the Board to appoint directors | 43 |
99. | Periodic retirement | 43 |
100. | Filling vacancies | 43 |
101. | Power of removal by special resolution | 43 |
102. | Persons eligible as directors | 43 |
103. | Position of retiring directors | 43 |
104. | Vacation of office by directors | 43 |
105. | Alternate directors | 44 |
106. | Executive directors | 45 |
FEES, REMUNERATION, EXPENSES AND PENSIONS | 46 | |
107. | Directors' fees | 46 |
108. | Additional remuneration | 46 |
109. | Expenses | 46 |
110. | Pensions and allowances | 46 |
DIRECTORS' INTERESTS | 47 | |
111. | Permitted interests and voting | 47 |
POWERS AND DUTIES OF THE BOARD | 51 | |
112. | General powers of the Company vested in the Board | 51 |
113. | Definitions for and interpretation of this Article 113 | 52 |
114. | Validity of borrowing arrangements | 54 |
115. | Certification by auditors | 54 |
116. | Net Asset Value | 54 |
117. | Information made available to members | 54 |
118. | Valuation | 54 |
119. | Liability for loss of financial assets held in custody | 54 |
120. | Accounts | 55 |
121. | Agents | 55 |
122. | Delegation to individual directors | 55 |
123. | Official seals | 55 |
124. | Registers | 55 |
125. | Authentication of documents | 56 |
126. | Provision for employees | 56 |
127. | Powers of Attorney | 56 |
128. | Cheques | 56 |
PROCEEDINGS OF THE BOARD | 56 | |
129. | Board meetings | 57 |
130. | Notice of board meetings | 57 |
131. | Quorum | 57 |
132. | Directors below minimum through vacancies | 57 |
133. | Appointment of chairman | 57 |
134. | Competence of meetings | 58 |
135. | Voting | 58 |
136. | Delegation to Committees | 58 |
137. | Validity of acts of the Board or a committee | 58 |
138. Participation in meetings by telephone or other form of
communication | 59 | |
139. | Resolution in writing | 59 |
140. | Records of Board meetings | 59 |
141. | Safeguarding of minutes and books | 60 |
SECRETARY | 60 | |
142. | Appointment and removal of the secretary | 60 |
DIVIDENDS AND OTHER PAYMENTS | 60 | |
143. | Declaration of dividends by the Company | 60 |
144. | Payment of interim and fixed dividends by Board | 60 |
145. | Calculation and currency of dividends | 60 |
146. | Amounts due on shares may be deducted from dividends | 61 |
147. | No interest on dividends | 61 |
148. | Payment procedure | 61 |
149. | Uncashed dividends | 63 |
150. | Forfeiture of unclaimed dividends | 63 |
151. | Distribution of specific assets | 63 |
152. | Scrip dividends | 64 |
RESERVES | 66 | |
153. | Sums carried to reserve | 66 |
154. | Capital reserve | 66 |
CAPITALISATION OF PROFITS | 67 | |
155. | Power to capitalise reserves and revenue account | 67 |
156. | Settlement of difficulties in distribution | 68 |
RECORD DATES | 68 | |
157. | Power to choose any record date | 68 |
ACCOUNTING RECORDS | 68 | |
158. | Preparation and laying of accounts | 68 |
159. | Accounts to be sent to members | 68 |
160. | Summary financial statements | 69 |
161. | Records to be kept | 69 |
162. | Inspection of records | 69 |
AUDITORS | 69 | |
163. | Validity of acts of Auditors | 70 |
164. | Attendance at general meetings | 70 |
SERVICE OF NOTICES AND DOCUMENTS | 70 | |
165. | Service of notices | 70 |
166. | Record date for service | 71 |
167. | Members resident abroad | 71 |
168. | Service of notice on person entitled by transmission | 72 |
169. | When notice deemed served | 72 |
170. | Notice when post and/or electronic means not available | 73 |
DESTRUCTION OF DOCUMENTS | 73 |
171. Company may destroy old instruments of transfer and other
documents | 73 | |
WINDING UP | 74 | |
INDEMNITY | 74 | |
173. | Indemnity of officers and others | 74 |
174. | Indemnity against claims in respect of shares | 75 |
DURATION | 76 | |
175. | Continuation vote | 76 |
176. | Reporting co-operation | 76 |
177. | Rights and restrictions attaching to B Shares | 77 |
B159 01EH5961829.2
THE COMPANIES ACT 1985 AND 2006
________________________________
PUBLIC COMPANY LIMITED BY SHARES
________________________________
ARTICLES OF ASSOCIATION
of
ABRDN DIVERSIFIED INCOME AND GROWTH PLC
(Registered Number SC003721)
____________________________
PRELIMINARY
- Exclusion of Table A
The regulations contained in Table A in the Schedule to The Companies (Tables A to- Regulations 1985 (and any amendment, re-enactment or substitution thereof from time to time including that made by the Companies (Tables A to F) (Amendment) Regulations 2007 and the Companies (Tables A to F) (Amendment No. 2) Regulations 2007) shall not apply to the Company except insofar as they are repeated or contained in these Articles.
- Liability of Members
The liability of the members is limited to the amount, if any, unpaid on the shares held by them.- Unrestricted Objects
In accordance with the 2006 Act the Company's objects shall be unrestricted.- Definitions
4.1. In these Articles unless the context otherwise requires:
"the 2006 Act"means the Companies Act 2006 as amended from
time to time;
"address"has the meaning given to it in section 1148 of the 2006 Act;
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Aberdeen Diversified Income and Growth Trust plc published this content on 08 July 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 July 2024 09:56:02 UTC.