ISLE OF MAN COMPANIES ACT 2006 MEMORANDUM AND ARTICLES OF .
Proposed amendments to the memorandum & articles of associationISLE OF MANCOMPANIES ACT 2006MEMORANDUM AND ARTICLES OF ASSOCIATIONOFGVC HOLDINGS PLCEntain plcAs amended by resolutions dated: 29 March 2010 05 May 2015 15 December 2015 24 May 2016 29 June 2016 8 March 2018 6 June 2018 5 June 2019 6 February 2020 [9 December 2020]
Proposed amendments to the memorandum & articles of associationISLE OF MAN COMPANIES ACT 2006MEMORANDUM OF ASSOCIATIONOFGVC HOLDINGS PLCEntain plc1. The name of the Company is GVC Holdings PLCEntain plc.2. The Company is a company limited by shares.3. The address of the Company's registered office is at:15-19 Athol Street DouglasIsle of ManIM1 1LB4. The registered agent of the Company is:Cains Fiduciaries Limited15-19 Athol StreetDouglas Isle of ManIM1 1LB5. The full name and residential or business address of the subscriber is as set outbelow:Full name of Residential or business Number of shares Amount subscribersubscriberaddress of subscribersubscriber agrees to agrees to pay fortakeeach shareEquity15-19 AtholStreet, OneTrustees One Douglas, Isle of ManLimitedIM1 1LB 1.006. The subscriber to this memorandum agrees to take the shares specified above.7. For the purpose of incorporating the Company each subscriber has signed thismemorandum on the date specified below:
Proposed amendments to the memorandum & articles of associationDated this 5 day of January 20108. Neither the memorandum of association nor the articles of association may beamended except pursuant to a resolution approved by a majority of not less thanthree-fourths of such members as, being entitled so to do, vote in person or byproxy at the general meeting at which such resolution is proposed.
Proposed amendments to the memorandum & articles of associationTHE COMPANIES ACT 2006ISLE OF MANA COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONOFGVC HOLDINGS PLCEntain plc
Proposed amendments to the memorandum & articles of 25.26.27.28.29.G.30.31.32.33.34.PagePRELIMINARY. 91MODEL ARTICLES NOT TO APPLY . 91INTERPRETATION. 91REGISTERED OFFICE . 146SHARE CAPITAL . 146INTENTIONALLY LEFT BLANK . 146ALLOTMENT AND PRE-EMPTION RIGHTS . 146POWER TO ATTACH RIGHTS AND ISSUE REDEEMABLE SHARES . 168SHARE WARRANTS . 168COMMISSION AND BROKERAGE . 168TRUSTS NOT TO BE RECOGNISED . 168RENUNCIATION OF SHARES. 179INCREASE, CONSOLIDATION AND SUB DIVISION . 179FRACTIONS . 179REDUCTION OF CAPITAL . 1810PURCHASE OF OWN SHARES . 1810VARIATION OF CLASS RIGHTS . 1911SANCTION TO VARIATION . 1911CLASS MEETINGS . 1911DEEMED VARIATION. 1911SHARE CERTIFICATES . 2012RIGHT TO CERTIFICATES . 2012REPLACEMENT CERTIFICATES . 2012UNCERTIFICATED SHARES . 2113LIEN ON SHARES . 2315LIEN ON SHARES NOT FULLY PAID . 2315ENFORCEMENT OF LIEN BY SALE. 2315APPLICATION OF PROCEEDS OF SALE . 2416CALLS ON SHARES . 2416CALLS . 2416INTEREST ON CALLS . 2517RIGHTS OF MEMBER WHEN CALL UNPAID. 2517SUMS DUE ON ALLOTMENT TREATED AS CALLS . 2517POWER TO DIFFERENTIATE . 2517PAYMENT IN ADVANCE OF CALLS . 2517FORFEITURE OF SHARES . 2618NOTICE IF CALL NOT PAID . 2618FORFEITURE FOR NON-COMPLIANCE. 2618NOTICE AFTER FORFEITURE. 2618FORFEITURE MAY BE ANNULLED. 2618SURRENDER . 2618
Proposed amendments to the memorandum & articles of L.62.63.64.65.66.67.68.69.70.71.72.73.74.DISPOSAL OF FORFEITED SHARES. 2719EFFECT OF FORFEITURE . 2719EXTINCTION OF CLAIMS . 2719EVIDENCE OF FORFEITURE . 2719TRANSFER OF SHARES . 2820FORM OF TRANSFER . 2820RIGHT TO REFUSE REGISTRATION . 2820NOTICE OF REFUSAL . 2921CLOSING OF REGISTER . 2921NO FEES ON REGISTRATION . 3022RECOGNITION OF RENUNCIATION OF ALLOTMENT OF SHARES . 3022TRANSMISSION OF SHARES . 3022ON DEATH. 3022ELECTION OF PERSON ENTITLED BY TRANSMISSION . 3022RIGHTS ON TRANSMISSION . 3123GENERAL MEETINGS . 3123ANNUAL GENERAL MEETINGS . 3123EXTRAORDINARY GENERAL MEETINGS . 3123CONVENING OF EXTRAORDINARY GENERAL MEETING . 3123NOTICE OF GENERAL MEETINGS . 3123OMISSION TO SEND NOTICE. 3224SPECIAL BUSINESS . 3224PROCEEDINGS AT GENERAL MEETINGS . 3325QUORUM . 3325IF QUORUM NOT PRESENT . 3325SECURITY AND MEETING PLACE ARRANGEMENTS . 3325CHAIRMAN . 3426DIRECTOR MAY ATTEND AND SPEAK . 3426POWER TO ADJOURN . 3426NOTICE OF ADJOURNED MEETING . 3527BUSINESS OF ADJOURNED MEETING . 3527VOTING . 3527METHOD OF VOTING . 3527CHAIRMAN'S DECLARATION CONCLUSIVE ON SHOW OF HANDS . 3527OBJECTION TO ERROR IN VOTING . 3628AMENDMENT TO RESOLUTIONS . 3628PROCEDURE ON A POLL . 3628VOTES OF MEMBERS . 3729CASTING VOTE . 3830VOTING BY PROXY . 3830FORM OF PROXY. 3830DEPOSIT OF PROXY . 3830MORE THAN ONE PROXY MAY BE APPOINTED . 4032BOARD MAY SUPPLY PROXY CARDS . 4032REVOCATION OF PROXY . 4032
Proposed amendments to the memorandum & articles of 113.DISCLOSURE OF INTERESTS IN SHARES AND SUSPENSION OF INTERESTS . 4133UNTRACED MEMBERS . 4739POWER OF SALE . 4739APPLICATION OF PROCEEDS OF SALE . 4840APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS . 4840NUMBER OF DIRECTORS . 4840POWER OF COMPANY TO APPOINT DIRECTORS . 4840POWER OF BOARD TO APPOINT DIRECTORS . 4840ELIGIBILITY OF NEW DIRECTORS . 4941SHARE QUALIFICATION. 4941RESOLUTION FOR APPOINTMENT . 4941NO RETIREMENT ON ACCOUNT OF AGE . 4941RETIREMENT BY ROTATION . 5042REMOVAL BY RESOLUTION. 5143VACATION OF OFFICE BY DIRECTOR . 5143RESOLUTION AS TO VACANCY CONCLUSIVE . 5244ALTERNATE DIRECTORS . 5244APPOINTMENTS. 5244PARTICIPATION IN BOARD MEETINGS . 5345ALTERNATE DIRECTOR RESPONSIBLE FOR OWN ACTS . 5345INTERESTS OF ALTERNATE DIRECTOR . 5345REVOCATION OF APPOINTMENT . 5446DIRECTORS' REMUNERATION, EXPENSES AND PENSIONS . 5446DIRECTORS' FEES . 5446EXPENSES. 5446ADDITIONAL REMUNERATION . 5446REMUNERATION OF EXECUTIVE DIRECTORS . 5547PENSIONS AND OTHER BENEFITS . 5547POWERS AND DUTIES OF THE BOARD . 5547POWERS OF THE BOARD . 5547POWERS OF DIRECTORS BEING LESS THAN MINIMUM NUMBER . 5648POWERS OF EXECUTIVE DIRECTORS . 5648DELEGATION TO COMMITTEES . 5648LOCAL MANAGEMENT. 5749POWER OF ATTORNEY . 5749ASSOCIATE DIRECTORS . 5749EXERCISE OF VOTING POWER . 5850PROVISION FOR EMPLOYEES . 5850BORROWING POWERS . 5850PROCEEDINGS OF DIRECTORS AND COMMITTEES . 5850BOARD MEETINGS . 5850NOTICE OF BOARD MEETINGS . 5850QUORUM . 5951CHAIRMAN OF BOARD AND OTHER OFFICES . 5951VOTING . 6052
Proposed amendments to the memorandum & articles of 46.X.147.148.149.150.151.152.PARTICIPATION BY TELEPHONE AND ELECTRONIC MAIL . 6153RESOLUTION IN WRITING . 6153MINUTES OF PROCEEDINGS . 6153VALIDITY OF PROCEEDINGS . 6254DIRECTORS' INTERESTS. 6254DIRECTOR MAY HAVE INTERESTS . 6254DISCLOSURE OF INTERESTS TO BOARD . 6355INTERESTED DIRECTOR NOT TO VOTE OR COUNT FOR QUORUM . 6355DIRECTOR'S INTEREST IN OWN APPOINTMENT .
Proposed amendments to the memorandum & articles of association Dated this 5 day of January 2010 8. Neither the memorandum of association nor the articles of association may be amended except pursuant to a resolution approved by a majority of not less than three-fourths of such members as, being entitled so to do, vote in person or by
Isle of Man Constitution Act 1961 Section 1 c AT 6 of 1961 Page 5 c i e ISLE OF MAN CONSTITUTION ACT 1961 Received Royal Assent: 27 November 1961 Passed: 12 December 1961 Commenced: 13 January 1962 AN ACT to amend the Constitution of the Isle of Man and to make procedural and other amendments in relation to the Legislature and Tynwald.
THE COMPANIES ACT, 2013 (Passed in both houses of Parliament on 8th August 2013) We all know that the 57 year old Companies act, 1956 has now got replaced with the new Companies Act, 2013. This write up has been made with an effort to compare some of the major clause / issues in the new Companies Act, 2013 and the Companies Act 1956.
million million to our economy Growing the economy is a key target for the Isle of Man Government's Agenda for Change Vision 2020 identifies the 75 million Distinctive Local Food and Drink sector as a priority for growth The sector is a key contributor to employment, revenue and local multiplier effects. to our environment Local food is better for our environment .
6.3.2 Completing this Section of the Paper Return 48 6.4 Income from land and property situated in the Isle of Man 51 6.4.1 Completing this Section of the Return Online 52 6.4.2 Completing this Section of the Return on Paper 57 6.5 Income from Other Sources in the Isle of Man 58 6.5.1 Completion of this section of the return online 58
Figures based on Vision2020 research and National Income Report 2011/2012; Digest of Social Economic Statistics 2013; Isle of Man Census 2011 To adapt our economy to the 2020 world, our workforce will need to adapt.
Bruichladdich Port Charlotte Isle of Islay 15 Lagavulin 16YR Isle of Islay 16 Laphroaig Lore Isle of Islay 24 Laphroaig Quarter Cask Isle of Islay 13 Dalmore 15 YR Highland 16 Dalwhinnie 15YR Highland 12 Glen Garioch Founder’s Reserve Highland 9 Glenmorangie Nectar D’Or Highland 14 Glen
6 of 2001, Act No. 7 of 2002, Act No. 15 of 2003, Act No. 4 of 2004, Act No. 6 of 2005, Act No. 10 of 2006, Act No. 9 of 2007, Act No. 8 of 2008, Act No. 8 of 2009, Act No. 10 of 2010, Act No. 4 of 2012.] PART I - PRELIMINARY 1. Short title and commencement This Act may be cited as the Income Tax Act, 1973 and shall, subject to the
European Communities (Isle of Man) Act 1973 European Union (Syria Sanctions) (Amendment) Order 2017 . Tobacco Products Duty Act 1986 Tobacco Products Duty Act 1986 (Amendment) Order 2017 [SD No 2017/0045] [MEMO] . (as set out in the tables on pages 50 to 86 of the Isle of Man Budget) to meet additional anticipated expenditure to be incurred .
