THE COMPANIES ACT 1985
PUBLIC COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
of
DOBBIES GARDEN CENTRES plc
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(Adopted by Special Resolution passed on 26th February 1997)
EXCLUSION OF TABLE A
1. No regulations set out in any statute, or in any statutory instrument made under any statute, concerning companies shall apply as regulations or articles of the Company.
INTERPRETATION
2. In these articles unless the context otherwise requires:-
"these Articles" means these articles of association as altered from time to time by special resolution and the expression "this Article" shall be construed accordingly;
"the Auditors" means the auditors for the time being of the Company or, in the case of joint auditors, any one of them;
"the Board" means the directors of the Company for the time being as a body or (as the context may require) the board of directors of the Company or the directors present at a meeting of the directors at which a quorum is present;
“certificated share” means a share of the Company which is not an uncertificated share and reference to a share being in certificated form shall be construed accordingly;
"clear days" in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;
"the Company" means Dobbies Garden Centres plc;
"the Companies Acts" means every statute from time to time in force concerning companies in so far as the same applies to the Company;
"the holder" in relation to any shares means the member whose name is entered in the Register as the holder of those shares;
"member" means a member of the Company;
"the Office" means the registered office of the Company;
"paid up" means paid up or credited as paid up;
"person entitled by transmission" means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the Register;
"the Register" means the register of members of the Company;
“the Regulations” means the Uncertificated Securities Regulations 1995 including any regulations in substitution therefor made under Section 207 of the Companies Act 1989 for the time being in force;
“relevant system” means a computer based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument, and which facilitate supplementary and incidental matters in accordance with the Regulations;
"Seal" means the common seal of the Company or any official seal that the Company may be permitted to have under the Companies Acts;
"the Secretary" means the secretary, or (if there are joint secretaries) any of the joint secretaries, of the Company and includes an interim or assistant or deputy secretary and any person appointed by the Board to perform any of the duties of the secretary;
“uncertificated share” a share of the Company to which Article 12(a) applies and references to a share being in uncertificated form shall be construed accordingly;
"United Kingdom" means Great Britain and Northern Ireland.
References to a document being executed include references to its being executed under hand or under seal or by any other valid method.
References to writing include references to any method of representing or reproducing words in a legible and non-transitory form.
Where for any purpose an ordinary resolution of the Company is required under the provisions of these Articles, a special or extraordinary resolution shall also be effective and where an extraordinary resolution is so expressed to be required a special resolution shall also be effective.
Words or expressions to which a particular meaning is given by the Companies Acts in force when these Articles or any part of these Articles are adopted bear the same meaning (if not inconsistent with the context) in these Articles or that part (as the case may be) save that the word "company" shall include any body corporate.
Words importing the singular number only include the plural and vice versa and words importing the masculine gender only include the feminine.
SHARE CAPITAL
3. The authorised share capital of the Company at the date of adoption of these Articles is £685,000 divided into 6,850,000 Ordinary Shares of 10p each.
SHARE RIGHTS
4. Without prejudice to any special rights or privileges attached to any then existing shares, any new shares may be created upon such terms and conditions, and with such rights and privileges attached thereto, as the Company may by ordinary resolution decide, or, if no such resolution has been passed or so far as the resolution does not make specific provision as the Board shall determine, and in particular such shares may be issued with a preferential, qualified or deferred right to dividends and in the distribution of assets of the Company, and with a special, or without any, right of voting.
5. Subject to the provisions of the Companies Acts and to any rights conferred on the holders of any other shares, any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of the Company or the holder, on such terms and in such manner as may be provided by these Articles.
VARIATION OF RIGHTS
6. If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class may (whether or not the Company is being wound up) be varied or abrogated with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class, or with the sanction of an extraordinary resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up. To every such separate General Meeting all the provisions of these Articles relating to General Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two persons holding or representing by proxy one-third in nominal amount of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him. The foregoing provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if the shares concerned and the remaining shares of such class formed separate classes.
7. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
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