This is a print of the Articles of Association of Celtic plc as adopted at the General Meeting held on 21 November 2008.
………………………….
Secretary
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THE COMPANIES ACTS 1862 to 1890
THE COMPANIES ACTS 1985, 1989 AND 2006
P U B L I C C O M P A N Y L I M I T E D B Y S H A R E S
NEW
ARTICLES OF ASSOCIATION
of
CELTIC plc
Company number SC003487
Incorporated on 12 April 1897
(Adopted by special resolution passed on 21 November 201108)
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1PRELIMINARY
1.1In these Articles the following words bear the following meanings save where otherwise specified or the context otherwise requires:
"the 1985 Act" means the Companies Act 1985 (including any orders, regulations or other subordinate legislation made thereunder);
"the 1989 Act" means the Companies Act 1989 (including any orders, regulations or other subordinate legislation made thereunder);
"the 2006 Act" means the Companies Act 2006 (including any orders, regulations or other subordinate legislation made thereunder);
"address" includes a number or address used for the purposes of sending or receiving notices, documents or information by electronic means and/or by means of a website; has the meaning given to it in Section 1148 of the Companies Act 2006;
"Alternate Director" means a person appointed as such by a Director where such appointment has been approved by way of a resolution of the Directors and that person is willing to act as such;
"these Articles" means the articles of association of the Company as from time to time altered;
"Auditors" means the Aauditors for the time being of the Company;
"Board" means the Directors or any of them present or deemed to be present at a meeting duly convened as a meeting of the Bboard of Directors of the Company meeting at which a quorum is present;
"Champions League" means the UEFA Champions League, a competition organised by the Union des Associations Europeennes de Football;
"Convertible Preferred Ordinary Shares" means the cumulative convertible preferred ordinary shares of 100p each in the capital of the Company;
"CPO Shareholder" means a member who holds Convertible Preferred Ordinary Shares acting in his capacity as a holder of Convertible Preferred Ordinary Shares and not in his capacity as a holder of any other class of Shares;
"clear days" means in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
"Company" means Celtic plc or such other name by which the Company may from time to time be registered in accordance with the provisions of the Statutes;
"CREST" means the relevant system operated by CRESTCo Euroclear UK & Ireland Limited (or such other person as may be approved as an operator of a relevant system under the Regulations) in terms of the Regulations, which enables title to shares or other securities to be evidenced and transferred without a written statement;
"Deferred Shares" means deferred shares of 1p each in the capital of the Company;
"Directors" means the directors, for the time being, of the Company or those of such directors present at a duly convened meeting of the directors of the Company or a committee thereof at which a quorum is present, as the context shall require;
"Distributable profits" means profits of the Company available for distribution in accordance with section 263(3) of the 1985 Act or sections 830(2) and 830(3) of the 2006 Act (which ever is in force);
"electronic form" and "electronic copy" have the meaning given to those terms in Ssection 1168 of the Companies Act 2006 Act;
"electronic means" has the meaning given to it in Ssection 1168 of the Companies Act 2006 Act;
"executed" means any mode of execution, including, where the context permits, signature;
"First Preferred Dividend Payment Date" means 31 August 2004;
"First Team" means the Company's first choice football team;
"Group" means the Company and any subsidiary or subsidiary undertaking, for the time being, of the Company;
"hard copy form" and "hard copy" have the meaning given to those terms in Ssection 1168 of the Companies Act 2006 Act.
"holder" or "member" means in relation to Sshares, the person whose name is entered in the register of members as the holder of thesuchSshares;
"Middle Market Price" means the average of the middle market quotations (in pence) for an Ordinary Share as derived from the London Stock Exchange Daily Official List for each of the three dealing days prior to the CPO Shares Conversion Calculation Date;
"month" means calendar month;
"Office" means the registered office, for the time being, of the Company;
"Ordinary Shares" means ordinary shares of 1p each in the capital of the Company;
"paid" means paid or credited as paid;
"Preference Shares" means convertible cumulative preference shares of 60p each in the capital of the Company;
"Preferred Dividend Payment Date" means 31 August 2004 and 31 August each year thereafter until (and including) 31 August 2007;
"Preferred Dividend Period" means the period in respect of which a dividend is payable on a Preferred Dividend Payment Date;
"register of members" means the register of members of the Company to be kept pursuant to Sectionsection 113 of the 2006 Act;
"Regulations" means any provision of the Statutes relating to the holding of, evidencing title to or transfer of uncertificated shares, and any legislation, rules or other arrangements made under or by virtue of such provision; the Uncertificated Securities Regulations 1995 and includes (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations or under such enactment or subordinate legislation for the time being in force;
"seal" means the common seal (if any) of the Company and includes any official or securities seal that the Company may have or may be permitted to have under the Statutes; kept by the Company by virtue of Section 39 of the 1985 Act;
"Secretary" means any person appointed by the Directors to perform the duties of the secretary of the Company, including (subject to the provisions of the Statutes) an assistant or deputy secretary and where two or more persons are appointed to act as joint secretaries, shall include any one of those persons;
"Sshares" means any shares in the capital of the Company;
"Shareholders" means any holders of Sshares in the capital of the Company;
"the Statutes" means the 1985 Act, the 1989 Act, the 2006 Act and all other statutes, orders, regulations or other subordinate legislation to the extent in force for the time being at the relevant time concerning companies so far as they apply to the Company;
"Transfer Office" means the place where the register of members is situated for the time being;
"UKLA" means the Financial Services Authority, acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 including, where the context so permits, any committee, employee, officer or servant to whom any function of the UK Listing Authority may for the time being be delegatedlisting in the United Kingdom; and
"year" means calendar year.
1.2In these Articles:
1.2.1Ssave as provided above any words or expressions defined in the 1985 Act, the 1989 Act or the 2006 Act or the Regulations Statutes as in force when these Articles (or any part of them) are adopted shall, if not inconsistent with the subject or context, bear the same meanings in these Articles. In the event of any inconsistency between a definition in the 1985 Act and a definition in the 2006 Act, the definition in the 2006 Act shall prevail. Without prejudice to the foregoing generality, the terms "relevant system", "properly authenticated dematerialised instruction" and "operator" shall bear the meanings given to them in the Regulations.;
1.2.2All references in these Articles to any statute, statutory provision or regulation shall include a reference to any statutory amendment, extension, modification or re-enactment thereof for the time being in force (whether coming into force before or after the adoption of these Articles) including, for the avoidance of doubt, any modificatory or replacement provision made under the Companies Act 2006. This Article does not affect the interpretation of Article 1.2.1.
1.2.31.2.2Rreferences in these Articles to a share (or to a holding of a share) being in uncertificated form or in certificated form are references, respectively, to that share being an uncertificated unit of a security or a certificated unit of a security;.
1.2.41.2.3the expressions "recognised clearing house" and "recognised investment exchange" shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000;
1.2.5the expression "the Company's bankers" means the Company's bankers or, if the Company engages more than one bank, the Company's principal bankers as may be selected by the Directors from time to time;
1.2.61.2.4the expression "Managing Director" shall include "Chief Executive";
1.2.71.2.5the expressions"debenture"and "debenture holder" shall respectively include "debenture stock" and "debenture stockholder";
1.2.81.2.6all such of the provisions of these Articles as are applicable to paid-up shares shall apply to stock and the words "share" and "sShareholder" shall be construed accordingly;
1.2.7references to a document being "signed" or to "signature" include references to being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to it being authenticated as specified by the Statutes;
1.2.91.2.8references to "written" and in "writing" include any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise; references to typewriting, printing, lithography, photography and any other basis of representing or reproducing words in a legible and nontransitory form;
1.2.101.2.9without prejudice to Article 1.2.1, a reference to any statute or provision of a statute includes a reference to any statutory modification, reenactment or extension of it for the time being in force;
1.2.111.2.10unless otherwise specified or the context otherwise requires:-
(a)1.2.10.1words in the singular include the plural and vice versa;
(b)1.2.10.2words importing any gender include all genders; and
(c)1.2.10.3a reference to a person includes a reference to a body corporate and to an unincorporated body of persons; and
1.2.121.2.11the headings are inserted for convenience only and do not affect the construction of these Articles; and.
1.2.131.2.12aA special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles and/or the Statutes.
2No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as regulations or articles of the Company. The regulations contained in Table A in The Companies (Tables A to F) Regulations 1985 (as amended by The Companies (Tables A to F) (Amendment) Regulations 1985) and in any Table A applicable to the Company under any enactment relating to companies shall not apply to the Company.
3SHARE CAPITAL AND LIMITED LIABILITY
3.1The share capital of the Company may comprise Ordinary Shares, Preference Shares, Convertible Preferred Ordinary Shares and Deferred Shares.as at 17 October 2008 is £34,700,000 divided into 219,669,233 Ordinary Shares, 19,295,412 Preference Shares (convertible into Ordinary Shares and Deferred Shares in accordance with the provisions of Article 4) and 16,170,843 Convertible Preferred Ordinary Shares (convertible into the relevant number of Ordinary Shares and Deferred Shares in accordance with the provisions of Article 4) and 475,521,747 Deferred Shares.
3.2The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.
4VARIATION OF RIGHTS
Subject to the other provisions of these Articles, the rights attaching to the separate classes of shares in the capital of the Company shall be as follows:-
4.1A.AS REGARDS DIVIDENDS:
4.1.1(1)Convertible Preferred Ordinary Shares
There shall be no dividend entitlement in relation to the Convertible Preferred Ordinary Shares other than as detailed at Article 4.1.3.2 4.1.3 4.1A(3) below.
4.1.2(2)Preference Shares
(a)4.1.2.1The holders of the Preference Shares shall be entitled to receive out of the profits of the Company available for distribution a fixed cumulative cash dividend (the "Preference Dividend") at the rate of six per cent. (6%) per annum (inclusive of any associated tax credit calculated in each case at the rate applicable at the date on which such dividend is due and payable) on the total capital paid-up or credited as paid-up on the Preference Shares held by them respectively.
(b)4.1.2.2The Preference Dividend shall accrue on a daily basis calculated to 30 June in each year and shall be payable in arrears yearly on 31st August in each year ("the Dividend Payment Date")., the first such payment being due on 31 August 2001 in respect of the period from 1 July 2000 to 30 June 2001. The Preference Dividend shall be payable in respect of the years ended 30 June 2001, 30 June 2002 and 30 June 2003.
4.1.1.24.1.2.3The Preference Dividend shall (notwithstanding any other provision of these Articles and, in particular, notwithstanding that there has not been a recommendation of the Directors or resolution of the Company in Ggeneral Mmeeting) immediately on the due date become a debt due by the Company and shall forthwith be paid to the holders of the Preference Shares, but having regard to any elections pursuant to Article 39.8, unless the Company has insufficient profits available for distribution and the Company is thereby prohibited from paying dividends by the Statutes whereupon such dividend shall be paid as soon as possible after the Company is legally able to pay the same.
(a)4.1.2.4Other than aforesaid, the Preference Shares do not entitle the holders thereof to any further participation in the profits of the Company.
4.1.3(3)Other Dividends
(a)4.1.3.1Such profits (if any) which the Company may determine to distribute in respect of any financial year shall be distributed amongst the holders of Ordinary Shares pro rata according to their respective holdings of such shares.
4.1.1.34.1.3.2If the Company should determine to distribute profits in accordance with Article4.1.3.1 4.1A(3)(a) to holders of Ordinary Shares, the holders of Convertible Preferred Ordinary Shares who are on the register of members on the record date in respect of any such distribution shall be entitled to participate in any such distribution as if their Convertible Preferred Ordinary Shares had converted to Ordinary Shares and Deferred Shares immediately prior to the record date in respect of any such distribution in accordance with Article4.3.2 4.1C(2).
4.2B.AS REGARDS CAPITAL:
On a return of assets on a winding-up or other return of capital (except on conversion of the Preference Shares or Convertible Preferred Ordinary Shares), the assets of the Company available for distribution among the members shall be applied in the following order:-
(firstly) in paying to the holders of the Convertible Preferred Ordinary Shares a sum equal to the amount paid up or credited as paid up on each Convertible Preferred Ordinary Share;
(secondly)in paying to the holders of the Preference Shares any arrears or deficiency of the Preference Dividend thereon calculated down to the date of return of capital;
(thirdly)in paying to the holders of the Preference Shares the amount paid-up or credited as paid-up on each Preference Share;
(fourthly) thereafter, subject only to the rights of the Deferred Shares, the balance of the assets available for distribution amongst the Shareholders members shall be distributed amongst the holders of the Ordinary Shares and Convertible Preferred Ordinary Shares pro rata according to their holdings of such Sshares.
4.3C.AS REGARDS CONVERSION:
4.3.1Preference Shares
1.1.1.14.3.1.1On or at any time after 30 June 2001 (the "First Preference Conversion Date") eEach holder of Preference Shares shall be entitled at the times and in the manner set out in and subject to the provisions of this Article 4.3.1 to sub-divide and convert each Preference Share held by him into one Ordinary Share and 59 Deferred Shares.
(a)4.3.1.2For the purposes of this Article 4.3.1, "Preference Conversion Date" means the date which is at least 30 days (or such shorter period as may be agreed between the holder of any Preference Shares and the Company) following the giving of a Conversion Notice (as defined in sub-paragraph (d) Article 4.3.1.34.3.1.4 below) by the holder of any Preference Shares at his option.
(b)No holder of Preference Shares shall be entitled to serve a Conversion Notice (as defined in Article4.3.1.4 sub-paragraph (d) below) to take effect at any time prior to the First Preference Conversion Date.
(c)4.3.1.3The right to convert shall,save for the restrictions above, be exercisable at any time on or after the First Preference Conversion Date by the holder completing the notice of conversion provided by the Company in respect of the Preference Shares to be converted or a notice in such other form as may from time to time be prescribed by the Directors in lieu thereof (being herein called a "Conversion Notice") and lodging the same at the Office (or such other place as the Directors may specify) together with such other evidence (if any) as the Directors may reasonably require to prove the title and claim of the person exercising such right to convert.
(d)4.3.1.4Conversion of such Preference Shares as are due to be converted as aforesaid on any Preference Conversion Date (such shares being herein called the "Relevant Preference Shares") shall be effected in such manner as may be authorised or permitted by law and as the Directors shall (including but without prejudice to the foregoing in accordance with the following provisions of this Article 4.3.1) from time to time determine for effecting the exercise of the conversion rights attaching to the Relevant Preference Shares.
4.1.1.44.3.1.5On conversion the Preference Dividend shall cease to accrue with respect to the Relevant Preference Shares with effect from the Dividend Payment Date last preceding the applicable Preference Conversion Date. The Ordinary Shares resulting from such conversion will carry the right to receive all dividends and other distributions declared, made or paid on the ordinary share capital of the Company where the record date in respect of such dividends or distributions is after the applicable Preference Conversion Date. The Deferred Shares resulting from such conversion shall carry only the rights specified in Article4.6 4.1(f) below.
(e)4.3.1.6Within 28 days after the Preference Conversion Date, the Company shall forward to each holder of the Relevant Preference Shares, at his own risk, free of charge, a definitive certificate for the appropriate number of fully paid Ordinary Shares and Deferred Shares and a new certificate for any unconverted Preference Shares comprised in the certificates surrendered by him.
4.3.2(2) Convertible Preferred Ordinary Shares
(a)4.3.2.1Each holder of Convertible Preferred Ordinary Shares shall be entitled, in the manner set out in and subject to the provisions of this Article 4.3.2, to sub-divide and convert each Convertible Preferred Ordinary Share held by him into 2.08 Ordinary Shares and 97.92 Deferred Shares