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Articles of Association |
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Date: |
2005 |
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$55 |
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#1001970 |
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No. 358948
THE COMPANIES ACT 1929
THE COMPANIES ACT 1948 TO 1981
and
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
MEMORANDUM
(As amended by Special Resolutions passed on 18th December, 1956,
20th May, 1986, 22nd October, 1986, 24th May, 1991 and 22nd May, 1996)
and
ARTICLES OF ASSOCIATION
(Adopted by Special Resolution passed on 20th May, 1986 and
amended by Special Resolutions passed on 22nd October, 1986, 8th May, 1989,
24th May, 1991, 21st May, 1992, 22nd May, 1996, 16th May, 2001
and 18th May, 2005)
of
BUNZL PLC
Incorporated 22nd January, 1940
No. 358948
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
AND RE-REGISTRATION AS A PUBLIC COMPANY
I hereby certify that BUNZL PULP & PAPER LIMITED having by Special Resolution and with the approval of the Secretary of State changed its name and having this day been re-registered under the Companies Acts 1948 to 1980 as a public limited company is now incorporated under the name of
BUNZL PUBLIC LIMITED COMPANY
Given under my hand at Cardiff the 9th February, 1982
| B. Hayward |
| Assistant Registrar of Companies |
No. 358948
CHANGE OF NAME CERTIFICATE
pursuant to Section 18(3) of the Companies Act, 1948
I hereby certify that TISSUE PAPERS LIMITED having, with the sanction of a Special Resolution of the said Company and with the approval of the Board of Trade, changed its name, is now called
BUNZL PULP & PAPER LIMITED
and I have entered such new name on the Register accordingly.
Given under my hand at London, this first day of January One thousand nine hundred and fifty-two.
| J. D.Todd |
| Registrar of Companies |
No. 358948
CERTIFICATE OF INCORPORATION
I hereby certify that TISSUE PAPERS LIMITED is this day Incorporated under the Companies Act, 1929 and that the Company is Limited.
Given under my hand at London this twenty-second day of January One thousand nine hundred and forty.
| P. Martin |
| Registrar of Companies |
No. 358948
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
Resolutions
of
Bunzl plc
(Passed on 18 May 2005)
AT THE ANNUAL GENERAL MEETING of BUNZL plc duly convened and held at The Selfridge Hotel on 18 May 2005 the following resolutions were passed:
| 12. | Ordinary Resolution (Authority to allot unissued shares) |
THAT the directors of the Company be and they are hereby generally and unconditionally authorised, in substitution for all previous authorities, to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 80 of the Companies Act 1985) up to an aggregate nominal amount of 39,700,000 provided that this authority shall expire, unless previously revoked or varied, at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
| 13. | Special Resolution (Allotment of shares for cash) |
THAT subject to the passing of Resolution 12 above the directors of the Company be and are hereby empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities (within the meaning of Section 94 of the Companies Act 1985) for cash, pursuant to the authority granted by that Resolution, and to sell treasury shares wholly for cash, as if Section 89(1) of such Act did not apply to any such allotment or sale, provided that this power shall be limited to:
| (a) |
the allotment or sale of equity securities in connection with a rights issue, open offer or any other pre-emptive offer in favour of ordinary shareholders (excluding any holders of ordinary shares as treasury shares), where the equity securities respectively attributable to the interests of such ordinary shareholders are proportionate (or as nearly as may be) to the respective numbers of ordinary shares held by them, subject to such exclusions or other arrangements as the directors may deem fit to deal with fractional entitlements or legal or practical |
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problems arising under the laws of, or the requirements of any stock exchange or regulatory body in, any territory or otherwise howsoever; and |
| (b) | the allotment or sale (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal value of 5,635,000; |
and shall expire, unless previously revoked or varied, at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
| 14. | Special Resolution (Purchase of own shares) |
THAT the directors be and are hereby generally and unconditionally authorised, pursuant to Section 166 of the Companies Act 1985, to make one or more market purchases (as defined in Section 163(3) of such Act) of ordinary shares of 25p each in the capital of the Company on such terms and in such manner as the directors shall determine, provided that:
| (a) | the maximum aggregate number of ordinary shares authorised to be acquired shall be 43,785,000; |
| (b) | the maximum price which may be paid for an ordinary share shall be, in respect of an ordinary share contracted to be purchased on any day, an amount equal to 5% above the average of the closing middle market quotations (as derived from the London Stock Exchange Daily Official List) for the ordinary shares on the five business days immediately preceding the day on which that ordinary share is contracted to be purchased, which amount shall be exclusive of expenses; |
| (c) | the minimum price which may be paid for an ordinary share shall be 25p, which amount shall be exclusive of expenses; and |
| (d) | this authority shall expire, unless previously revoked or varied, on 17 November 2006 or, if earlier, at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, provided that the Company may make a contract to purchase ordinary shares under this authority before the expiry of such authority which may or will be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares pursuant to any such contract. |
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| 15. | Special Resolution (Directors indemnities) |
THAT the Companys Articles of Association be and they are hereby amended with immediate effect by:
| (a) | the deletion of existing Article 162 and the substitution therefor of the following new Article 162: |
162. Subject to the provisions of the Companies Acts, the Company may indemnify any Director of the Company or any associated company against any liability and may purchase and maintain for any Director of the Company, or any associated company, insurance against any liability.
and
| (b) | the addition of the following sentence at the end of existing Article 109: |
The Company may also fund a Directors expenditure on defending proceedings as provided by the Companies Acts.
| 16. | Special Resolution (Electronic voting) |
THAT the amendments to the Articles of Association of the Company to enable electronic communication between the Company and its shareholders, including electronic proxy voting by shareholders, to the fullest extent permissible by law, which amendments are identified in the draft Articles of Association produced to the meeting marked A and initialled by the Chairman for the purpose of identification, be and are hereby approved.
| 17. | Special Resolution (Treasury shares) |
THAT the amendments to the Articles of Association of the Company to reflect the enactment of the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 and the exercise by the Company of its power to repurchase shares into treasury under such legislation, which amendments are identified in the draft Articles of Association produced to the meeting marked A and initialled by the Chairman for the purposes of identification, be and are hereby approved
| /s/ A.J. Habgood |
| A J HABGOOD |
| Chairman |
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BUNZL PLC
Extract from the Minutes of a Meeting of the BOARD OF DIRECTORS
held at 110 Park Street, London W1Y 3RB on 6th March 1996
| (A) | Pursuant to Regulation 16(2) of the Uncertificated Securities Regulations 1995 (the Regulations) it was resolved that: |
| (i) | title to the ordinary shares of 25p each in the capital of the Company (the Shares), in issue or to be issued, may be transferred by means of a relevant system (as defined in the Regulations); |
| (ii) | such relevant system shall include the relevant system of which CRESTCo Limited is to be the Operator (as defined in the Regulations); |
| (iii) | the Shares shall not include any shares referred to in Regulation 17; and |
| (iv) | this resolution (the Resolution) shall become effective immediately prior to CRESTCo Limited granting permission for the Shares to be transferred by means of the CREST system. |
| (B) | It was noted that, upon the Resolution becoming effective in accordance with its terms, and for as long as it is in force, the Articles of Association of the Company in relation to the Shares will not apply to any uncertificated Shares to the extent that they are inconsistent with:- |
| (i) | the holding of any Shares in uncertificated form; |
| (ii) | the transfer of title to any Shares by means of the CREST system; and |
| (iii) | any provision of the Regulations. |
| (C) | There was produced to the meeting a notice of the passing of the Resolution (the Notice). It was resolved that the Notice be approved and sent to every member of the Company in accordance with the Companys Articles of Association within 60 days of the passing of the Resolution, as required by Regulation 16(4). |
No.358948
THE COMPANIES ACT 1929
THE COMPANIES ACTS 1948 TO 1981
AND
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
Bunzl plc
(As amended by Special Resolutions
passed on 18th December, 1956,
20th May, 1986, 22nd October, 1986,
24th May, 1991 and 22nd May, 1996.)
| 1. | The name of the Company is BUNZL PUBLIC LIMITED COMPANY. |
| 2. | The Company is to be a public company. |
| 3. | The registered office of the Company will be situate in England. |
| 4. | The objects for which the Company is established are: |
| (A) | To carry on business as a general commercial company and to carry on any trade or business whatsoever. |
| (B) | 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. |
| * | The Company was incorporated as Tissue Papers Limited on 22nd January, 1940. The name of the Company was changed by a Special Resolution dated 28th September, 1951 to Bunzl Pulp & Paper Limited and by a Special Resolution dated 1st December, 1981 to Bunzl Public Limited Company. |
| ** | The present Clause 4 was adopted by a Special Resolution dated 22nd May, 1996 and the previous Clause 4 was deleted in its entirety. |
| (C) | To provide services of all descriptions. |
| (D) | To lend money and grant or provide credit and financial accommodation to any person and to deposit money with any person. |
| (E) | To invest money of the Company in any investments and to hold, sell or otherwise deal with investments or currencies or other financial assets. |
| (F) | 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. |
| (G) | 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. |
| (H) | 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. |
| (I) | 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. |
| (J) | 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 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. |
| (K) |
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) |
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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. |
| (L) | 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 and to undertake and execute any trust and any trust business (including the business of acting as trustee under wills and settlements and as executor and administrator). |
| (M) | To pay all the costs, charges and expenses preliminary or incidental to the promotion, formation, establishment and incorporation of the Company, and to procure the registration or incorporation of the Company in or under the laws of any place outside England. |
| (N) | 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. |
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