Full Press Release Details
AKARI THERAPEUTICS PLC
Company No. 05252842
ARTICLES OF ASSOCIATION
The Companies Act 2006
Public Company Limited by Shares
| 1. | Preliminary | 1 |
| 2. | Liability of members | 3 |
| 3. | Share capital and variation of rights | 3 |
| 4. | Certificates and shares | 5 |
| 5. | Uncertificated Shares | 6 |
| 6. | Calls on shares | 7 |
| 7. | Transfer of shares | 9 |
| 8. | Forfeiture of shares | 10 |
| 9. | Transmission of shares | 11 |
| 10. | Disclosure of interests in shares | 12 |
| 11. | Increase of capital | 14 |
| 12. | Alteration of capital | 14 |
| 13. | General meetings | 15 |
| 14. | Notice of general meetings | 15 |
| 15. | Proceedings at general meetings | 17 |
| 16. | Votes of members | 20 |
| 17. | Corporations acting by representatives | 23 |
| 18. | Directors | 23 |
| 19. | Alternate Directors | 24 |
| 20. | Powers and duties of Directors | 25 |
| 21. | Borrowing powers | 26 |
| 22. | Delegation of Directors' powers | 27 |
| 23. | Appointment and retirement of Directors | 27 |
| 24. | Disqualification and removal of Directors | 29 |
| 25. | Executive and other directors | 30 |
| 26. | Directors' interests | 31 |
| 27. | Conflicts of interest requiring Board authorisation | 34 |
| 28. | Proceedings of Directors | 35 |
| 29. | Secretary | 37 |
| 30. | Minutes | 37 |
| 31. | Seal and authentication of documents | 38 |
| 32. | Dividends | 39 |
| 33. | Reserves | 42 |
| 34. | Capitalisation of profits | 43 |
| 35. | Accounts | 44 |
| 36. | Record dates | 45 |
| 37. | Audit | 45 |
| 38. | Notices | 45 |
| 39. | Untraced shareholders | 47 |
| 40. | Destruction of documents | 48 |
| 41. | Winding-up | 49 |
| 42. | Indemnity | 50 |
| 43. | Indemnity against claims in respect of shares | 50 |
| 44. | Derivative actions | 51 |
| 45. | Lock up | 51 |
| Auditors | the auditors of the company from time to time; | |
| Board | the board of directors present at a duly convened and quorate meeting or Directors at a duly authorised committee of Directors as the context requires; | |
| Business Days | a day between Monday and Friday (excluding public holidays), inclusive, on which clearing banks are open in the City of London and New York; | |
| CA 2006 | Companies Act 2006 as amended or re-enacted from time to time; | |
| Default Shares | has the meaning as ascribed to it regulation 10.1; | |
| Director Disenfranchisement Notice | a director from time to time of the company; a notice served by the company on the holder of Default Shares in accordance with regulation 10.1 | |
| Dividend elected ordinary shares excepted transfer | a dividend or bonus; has the meaning as ascribed to it in regulation 32.12.6 has the meaning as ascribed to it in regulation 10.7.3 | |
| executed | any mode of execution including signed, sealed or authenticated in some other way; | |
| holder | in relation to shares in the company, a member whose name is entered in the register of members as the holder of those shares; | |
| Listing | the shares becoming listed or traded on a Regulated Market; | |
| Listing Rules | the rules of the Regulated Market or another exchange on which the company has listed its shares for trading thereon as applicable; | |
| member | any holder for the time being of shares in the capital of the company of whatever class; |
| month | calendar month; | |
| NASDAQ | the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of Nasdaq Stock Market, Inc; | |
| Office | the registered office for the time being and from time to time of the company; | |
| Operator | Euroclear UK and Ireland Limited or such other person as may for the time being be approved by HM Treasury as Operator under the Uncertificated Securities Regulations; | |
| Ordinary Shares | the ordinary shares of 0.01 each of the capital of the company; | |
| paid up | includes credited as paid up; | |
| principal place | the place specified in the notice of any general meeting of the company at which the chairman of the meeting will preside; | |
| Regulated Market | has the meaning ascribed to it by the Financial Services and Markets Act 2000, the AIM market of the London Stock Exchange, the New York Stock Exchange, the NYSE Amex, NASDAQ and similar securities exchanges; | |
| Relevant Director | has the meaning ascribed to it in regulation 27.1; | |
| relevant value Restricted Shares seal | has the meaning ascribed to it in regulation 32.12.2 has the meaning ascribed to it in regulation 45.1 the common seal of the company; | |
| Secretary | the secretary of the company and, subject to the provisions of the Statutes, includes an assistant or deputy secretary and any person appointed by the Directors to perform any of the duties of the secretary; | |
| Section 793 Notice | a notice served by the company under section 793, CA 2006; |
| Statutes | CA 2006, and all other statutes and secondary legislation for the time being in force relating to companies to the extent that they apply to the company; and | |
| Uncertificated Securities | the Uncertificated Securities Regulations 2001 (SI 2001/3755). |
The liability of members of the
company is limited to the amount, if any, unpaid on the Ordinary Shares held by them.
Any corporation which is a member
of the company may by resolution of its directors or other governing body authorise any person or persons as it thinks fit to act
as its representative or representatives at any meeting of the company or of any class of members of the company. The person or
persons so authorised will be entitled to exercise the same powers on behalf of the corporation which he or they represent as the
corporation could exercise if it were an individual member of the company and the corporation will, for the purposes of these articles,
be deemed to be present in person at any such meeting if any person so authorised is present at it.
Notwithstanding any other provision
of these articles, the company or the Board may fix any date as the record date for any dividend, distribution, allotment or issue
and such record date may be on or at any time before any date on which such dividend, distribution, allotment or issue is paid
or made and on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared.
Subject to the provisions of
the Statutes, every Director or other officer (except the Auditors) of the company will be indemnified out of the assets of the
company, against all costs, charges, expenses, losses and liabilities which he may sustain or incur in connection with the execution
of his duties and powers or otherwise in relation to them. Without prejudice to the generality of the previous sentence, any such
person will be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings,
whether civil or criminal, in relation to anything done or omitted or alleged to have been done or omitted by him as an officer
of the company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or
admission of any material breach of duty by him) or in which he is acquitted or in connection with any application in which relief
is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs
of the company. Subject to the Statutes, the company may purchase and maintain for the company and for any Director, Secretary
or other officer of the company insurance against any liability which by virtue of any rule of law would otherwise attach to him
in respect of any negligence, default, breach of duty or breach of trust of which he may be liable for or guilty in relation to