Akari Therapeutics Plc PRE 14A, filed Nov 7, 2025

Akari Therapeutics Plc (AKTX)

PRE 14A 2025-11-07 For: 2025-11-07

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Added on October 15, 2026

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☒	Preliminary Proxy Statement

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☐	Definitive Proxy Statement

☐	Definitive Additional Materials

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	a)	in accordance with section 618 of the U.K. Companies Act 2006 (the “Companies Act”), each of the ordinary shares of USD 0.0001 in the capital of the Company be sub-divided and, as applicable, re-designated into one ordinary share of USD 0.000000005 each and 19,999 deferred shares of USD 0.000000005 each (the “Deferred Shares”), such shares having the rights and being subject to the restrictions as set out in the New Articles (as defined below);

	b)	in accordance with section 551 of the Companies Act, the directors be generally and unconditionally authorized to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of USD 3,000 for a period expiring on June 30, 2030 (unless otherwise renewed, varied or revoked by the Company at a general meeting), save that the Company may, before such expiry, make offers or agreements which would or might require such shares to be allotted or such rights to be granted after such expiry and the directors may allot such shares or grant such rights in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired; with such resolution revoking and replacing all unexercised authorities previously granted to the directors to allot shares or grant rights to subscribe for or convert any security into shares, but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities;

	c)	the share buyback contract in the form produced to the Meeting, to be entered into between the Company and each of the shareholders (in their capacity as holders of Deferred Shares) for the purchase by the Company of all the Deferred Shares, be approved and its terms authorised for the purposes of section 694 of the Companies Act, but so that the approval and authority expire on December 15, 2026;

	d)	in accordance with section 570 of the Companies Act the directors (or any duly authorized committee of the directors) be generally and unconditionally empowered to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the authorization conferred on them by resolution (b) as if section 561 of the Companies Act and any pre-emption provisions in the Company’s articles of association (or howsoever otherwise arising) did not apply to the allotment for a period expiring (unless previously renewed, varied or revoked by the Company prior to or on that date) on June 30, 2030, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted after such expiry and the directors may allot shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired; and

	e)	the draft Articles of Association produced to the Meeting (the “New Articles”) be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company’s existing articles of association.

	By Order of the Board of Directors of
	Akari Therapeutics, Plc,


	Hoyoung Huh, M.D.
	Chairman
	November [●], 2025

	Page

INFORMATION CONCERNING PROXY SOLICITATION AND VOTING	1

QUESTIONS AND ANSWERS ABOUT VOTING	2

RESOLUTION 1 – WARRANT EXERCISE PROPOSAL	10

BACKGROUND TO RESOLUTIONS 2 THROUGH 6	12

RESOLUTION 2 – REDUCTION IN NOMINAL VALUE PROPOSAL	12

RESOLUTION 3 – GENERAL ALLOTMENT PROPOSAL	12

RESOLUTION 4 – BUYBACK PROPOSAL	13

RESOLUTION 5 – PRE-EMPTION RIGHTS PROPOSAL	13

RESOLUTION 6 – NEW ARTICLES PROPOSAL	14

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	15

DELIVERY OF PROXY MATERIALS	17

ADDITIONAL INFORMATION	17

ANNEX A

	Yours sincerely,


	Abizer Gaslightwala
	President and Chief Executive Officer

Resolution	Description of Resolution	Board’s Recommendation

	Ordinary Resolutions

1	To approve, in accordance with Nasdaq Listing Rule 5635(d), the exercisability of certain warrants and the issuance of the ordinary shares underlying such warrants, which warrants were issued in connection with an offering of securities of the Company that closed on October 16, 2025 (the “Warrant Exercise Proposal”).	FOR

2	In accordance with section 618 of the U.K. Companies Act 2006 (the “Companies Act”), and subject to and conditional upon the passing of Resolutions 3, 4, 5 and 6, each of the ordinary shares of USD 0.0001 in the capital of the Company be sub-divided and, as applicable, re-designated into one Ordinary Share of USD 0.000000005 each and 19,999 deferred shares of USD 0.000000005 each (the “Deferred Shares”), such shares having the rights and being subject to the restrictions as set out in the New Articles (as defined below) (the “Reduction in Nominal Value Proposal”).	FOR

3	That subject to and conditional upon the passing of Resolutions 2, 4, 5 and 6, and in accordance with section 551 of the Companies Act, the Company’s directors or any duly authorised committee of the directors be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of USD 3,000 for a period expiring on June 30, 2030 (unless otherwise renewed, varied or revoked by the Company at a general meeting), save that the Company may, before such expiry, make offers or agreements which would or might require such shares to be allotted or such rights to be granted after such expiry and the directors may allot such shares or grant such rights in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired; and this resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares or grant rights to subscribe for or convert any security into shares, but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities (the “General Allotment Proposal”).	FOR

4	That subject to and conditional upon the passing of Resolutions 2, 3, 5 and 6, the share buyback contract in the form produced to the Meeting, to be entered into between the Company and each of the shareholders (in their capacity as holders of Deferred Shares) for the purchase by the Company of all the Deferred Shares, be approved and its terms authorized for the purposes of section 694 of the Companies Act, but so that the approval and authority expire on December 15, 2026 (the “Buyback Proposal”); Special Resolutions	FOR

5	That subject to and conditional upon the passing of Resolutions 2, 3, 4, and 6, in accordance with section 570 of the Companies Act, the directors of the Company (or any duly authorised committee of the directors of the Company) be generally and unconditionally empowered to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the authorisation conferred on them as if section 561 of the Companies Act and any pre-emption provisions in the Articles (or howsoever otherwise arising) did not apply to the allotment for a period expiring (unless previously renewed, varied or revoked by the Company prior to or on that date) five years after the date on which this resolution is passed save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted after such expiry and the directors may allot shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired (the “Pre-emption Rights Proposal”).	FOR

6	That subject to and conditional upon the passing of Resolutions 2, 3, 4, and 5, the draft Articles of Association produced to the Meeting (the “New Articles”) be adopted as the articles of association in substitution for, and to the exclusion of the Company’s existing articles of association (the “New Articles Proposal”).	FOR

a)	Mailing a revised form of proxy dated later than the prior form of proxy; or

b)	Notifying our Company Secretary in writing that you are revoking your proxy. Your revocation must be received at our registered office before the Meeting to be effective.

●	each person or entity, including any “group” as that term is used in Section 13(d)(3) of the Exchange Act, who is known by us to own beneficially more than 5% of the issued and outstanding shares of our ordinary shares;

●	each of our current directors;

●	each of our named executive officers;

●	all of our current directors and executive officers as a group.

	Number of			Percentage of
	Ordinary Shares			Ordinary Shares
	Beneficially			Beneficially
Name and Address of Beneficial Owner(1)	Owned(2)			Owned (%)
5% Shareholders:
Hoyoung Huh and Affiliates		10,643,504,000	⁽³⁾		14.7	%
PranaBio Investments LLC		7,794,839,333	⁽⁴⁾		10.7	%
Ray Prudo and Affiliates		6,248,396,800	⁽⁵⁾		8.7	%
Named Executive Officers and Directors:
Abizer Gaslightwala		1,132,860,000	⁽⁶⁾		1.6	%
Kameel Farag		12,554,000	⁽⁷⁾		*
Hoyoung Huh		10,643,504,000	⁽³⁾		14.7	%
Samir Patel		7,794,839,333	⁽⁴⁾		10.7	%
Raymond Prudo-Chlebosz		6,248,396,800	⁽⁵⁾		8.7	%
Robert Bazemore		497,852,000	⁽⁸⁾		*
James Neal		597,070,000	⁽⁹⁾		*
Sandip I. Patel		1,751,866,000	⁽¹⁰⁾		2.4	%
Torsten Hombeck**		400,000	⁽¹¹⁾		*
Rachelle Jacques**		306,146,000	⁽¹²⁾		*
Wendy DiCicco**		163,473,915	⁽¹³⁾		*
All current directors and executive officers as a group (8 individuals)		28,679,342,133	⁽¹⁴⁾		38.5	%

1.	PRELIMINARY	3
2.	LIABILITY OF MEMBERS	5
3.	SHARE CAPITAL AND VARIATION OF RIGHTS	5
4.	CERTIFICATES AND SHARES	6
5.	UNCERTIFICATED SHARES	7
6.	CALLS ON SHARES	8
7.	TRANSFER OF SHARES	9
8.	FORFEITURE OF SHARES	10
9.	TRANSMISSION OF SHARES	11
10.	DISCLOSURE OF INTERESTS IN SHARES	12
11.	DEFERRED SHARES	13
112.	INCREASE OF CAPITAL	14
123.	ALTERATION OF CAPITAL	14
134.	GENERAL MEETINGS	15
145.	NOTICE OF GENERAL MEETINGS	136
156.	PROCEEDINGS AT GENERAL MEETINGS	147
167.	VOTES OF MEMBERS	20
178.	CORPORATIONS ACTING BY REPRESENTATIVES	22
189.	DIRECTORS	1922
1920.	ALTERNATE DIRECTORS	23
201.	POWERS AND DUTIES OF DIRECTORS	203
212.	BORROWING POWERS	215
223.	PROCEEDINGS OF COMMITTEES	225
234.	APPOINTMENT AND RETIREMENT OF DIRECTORS	225
245.	DISQUALIFICATION AND REMOVAL OF DIRECTORS	237
256.	EXECUTIVE AND OTHER DIRECTORS	247
267.	DIRECTORS’ INTERESTS	258
278.	CONFLICTS OF INTEREST REQUIRING BOARD AUTHORISATION	831
289.	PROCEEDINGS OF DIRECTORS	2932
2930.	SECRETARY	303
301.	MINUTES	34
312.	SEAL AND AUTHENTICATION OF DOCUMENTS	314
323.	DIVIDENDS	35
334.	RESERVES	347
345.	CAPITALISATION OF PROFITS	38

~~35.~~	~~ACCOUNTS~~	35
~~36.~~	~~RECORD DATES~~ACCOUNTS	39
~~37.~~	RECORD DATES	39
378.	AUDIT	369
389.	NOTICES	369
3940.	UNTRACED SHAREHOLDERS	841
401.	DESTRUCTION OF DOCUMENTS	3942
412.	WINDING-UP	43
423.	INDEMNITY	403
434.	INDEMNITY AGAINST CLAIMS IN RESPECT OF SHARES	403
445.	DERIVATIVE ACTIONS	414
456.	LOCK UP	414

1.2	Where the context so requires, words denoting the singular include the plural and vice versa, words denoting the masculine gender include the feminine, and persons include corporations, partnerships, other incorporated bodies and all other legal entities, with the necessary adaptation.

1.3	Words and expressions defined in CA 2006 have the same meanings in these articles, unless the context otherwise requires.

1.4	Where these articles refer to a relevant system in relation to any share, the reference is to the system in which that share is a participating security at the relevant time.

1.5	Any reference to a provision of any statute, statutory instrument, note, order or regulation is construed as a reference to such provision as amended, modified, consolidated or re-enacted from time to time. References to applicable law shall include references to Listing Rules and the securities laws of the United States and subdivisions thereof as far as they apply to the company under their provisions or these articles.

1.6	References in these articles to a share being in uncertificated form are references to that share being an uncertificated unit of a security.

1.7	The headings are inserted for convenience and do not affect the construction of these articles.

	1.8.1	a “place” (for the holding of a meeting, the conduct of a poll, or any other purpose) may be a physical place or an electronic facility;

	1.8.2	any reference to a “meeting” refers to a meeting convened and held in any manner permitted by these articles, including a general meeting of the company at which some or all persons participate in more than one physical places; and

	1.8.3	the words participate, attend and present, their cognates and similar words shall be construed in accordance with the above provisions and regulation ~~13.4~~14.4.

3.1	The company’s share capital as at the date of adoption of these articles is divided into Ordinary Shares and Deferred Shares. Subject to the provisions of the Statutes and to the authority of the company in general meeting, the Board has unconditional authority to allot, grant options over, issue warrants to subscribe, offer or otherwise deal with or dispose of any shares of the company to such persons, at such times and generally on such terms and conditions as they may determine, including issuing shares with such preferred rights or deferred rights as resolved by the company in general meeting.

3.2	Subject to the provisions of the Statutes and to the authority of the company in general meeting, the company has power to purchase its own shares, including any redeemable shares.

3.3	When any shares are to be issued, the Board may vary the amount of calls to be paid and the time of payment of such calls as between the allottees of such shares.

3.4	If by the conditions of allotment of any share the whole or part of its issue price is payable by instalments, every such instalment will, when due, be paid to the company by the person who for the time being is the registered holder of the share.

3.5	The company may issue shares which are to be redeemed or are liable to be redeemed at the option of the company or the shareholders.

3.6	In addition to all other powers of paying commissions, the company may exercise the powers conferred by the Statutes of paying commissions to persons subscribing or procuring subscriptions for shares of the company, or agreeing so to do, whether absolutely or conditionally. Subject to the provisions of the Statutes and to any Listing Rules, any such commissions may be satisfied by the payment of cash or, by the allotment of fully or partly paid shares of the company or by any such combination. The company may also, on any issue of shares, pay such brokerage as may be lawful.

3.7	Except as required by law, no person will be recognised by the company as holding any share upon any trust, and except only as otherwise provided by these articles or as required by law or under an order of a court of competent jurisdiction, the company will not be bound by or recognise any equitable, contingent, future or partial interest in any share, or any interest in any fraction or part of a share, or any other right in respect of any share, except an absolute right to the entirety of it in the registered holder.

3.8	Subject to the Statutes and to regulation 3.1, if at any time the capital of the company is divided into different classes of shares, all or any of the rights or privileges attached to any class may be varied or abrogated either in such manner, if any, as may be provided by such rights, or in the absence of any such provision, with the consent in writing of the holders of at least three fourths of the nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares), or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class, but not otherwise.

3.9	All the provisions of these articles relating to general meetings of the company, or to the proceedings at them, and the provisions of sections 284, 307 and 310, CA 2006 apply to every such separate meeting referred to in regulation 3.8, with any necessary modifications, except that the necessary quorum at any such meeting other than an adjourned meeting will be one or more persons present holding or representing by proxy at least one third in nominal value of the issued shares of the class in question (excluding any shares of that class held as treasury shares). The quorum at an adjourned meeting will be one person holding shares of the class in question or his proxy. Any holder of shares of the class in question present in person or by proxy may demand a poll.

3.10	The creation or issue of shares ranking equally with or subsequent to the shares of any class will not, unless otherwise expressly provided by these articles or the rights attached to such shares as a class, be deemed to be a variation of the rights of such shares.

4.1	Every person, other than a person in respect of whom the company is not required by law to complete and have ready for delivery a certificate by virtue of section 778, CA 2006 whose name is entered as a member in the Register is entitled, without payment, to one certificate for all the shares of each class for the time being held by him or, upon payment of such reasonable out-of-pocket expenses as the Board may from time to time determine for every certificate after the first, to several certificates, each for one or more of his shares.

4.2	Every certificate will:

	4.2.1	be issued within two months after allotment or the lodgement with the company of the transfer of the shares, not being a transfer which the company is for any reason entitled to refuse to register and does not register, unless the conditions of issue of such shares otherwise provide or except as exempted by virtue of section 778, CA 2006;

	4.2.2	be issued under the official seal kept by the company by virtue of section 50, CA 2006 or otherwise in accordance with the Statutes and as the Board may, by resolution decide, either generally or in relation to any specific case or cases; and

	4.2.3	specify the number and class and distinguishing numbers, if any, of the shares to which it relates, and the amount paid up on them.

4.4	Where a member transfers part of his holding of shares, he will be entitled to a certificate for the balance of his holding without charge.

4.5	Share certificates and certificates for debentures and, subject to the provisions of any instrument constituting or securing them, certificates issued under the official seal kept by the company by virtue of section 50, CA 2006, need not be signed or countersigned, or the signatures may be affixed to them by such mechanical means as may be determined by the Board.

4.6	If a share certificate is lost, destroyed, defaced or worn out, it will be renewed and, in case of loss or destruction, on such terms, if any, as to evidence an indemnity as the Board thinks fit, and, in case of defacement or wearing out, on delivery to the company of the old certificate.

4.7	The company will not make any charge for any certificate issued under regulation 4.6 but will be entitled to charge for any exceptional out-of-pocket expenses it incurred relating to the issue of any new certificate.

5.1	Under and subject to the Uncertificated Securities Regulations, the Board may permit title to shares of any class to be evidenced otherwise than by certificate and J title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the Uncertificated Securities Regulations, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system.

5.2	In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with:

	5.2.1	the holding of shares of that class in uncertificated form;

	5.2.2	the transfer of title to shares of that class by means of a relevant system; or

	5.2.3	any provision of the Uncertificated Securities Regulations; and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator so long as that is permitted or required by the Uncertificated Securities Regulations, of an Operator register of securities in respect of that class of shares in uncertificated form.

	5.4.1	require the holder of the uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Board requires;

	5.4.2	appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as -effective as if they had been taken by the registered holder of that share; and

	5.4.3	take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.

5.5	Unless the Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares of that class are held in certificated form and others in uncertificated form.

5.6	Unless the Board determines otherwise or the Uncertificated Securities Regulations require otherwise, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.

5.7	The company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the Uncertificated Securities Regulations and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the company in reliance on such assumption. Any provision of these articles which requires or envisages that action will be taken in reliance on information contained in the register of members shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

6.1	The Board may, subject to the provisions of these articles and to any conditions of allotment, from time to time make calls upon the members in respect of any money unpaid on their shares, whether on account of the nominal value of the shares or by way of premium. Each member will, subject to being given at least 14 days’ notice specifying the time or times and place of payment, pay to the company at the time or times and place so specified the amount called on his shares.

6.2	A call may be payable by instalments and may be postponed or wholly revoked or in part revoked, as the Board may determine.

6.3	A call will be deemed to have been made at the time when the resolution of the Board authorising the call was passed.

6.4	The joint holders of a share are jointly and severally liable to pay all calls in respect of it and any one of such persons may give effective receipts for any return of capital payable in respect of such shares.

6.5	If by the terms of any admission document, prospectus, listing particulars or any other document relating to an issue of shares in the company or by the conditions of allotment, any amount is payable in respect of any shares by instalments, every such instalment will be payable as if it were a call duly made by the Board of which due notice had been given.

6.6	If a sum called in respect of a share is not paid before or on the day appointed for its payment, the person from whom the sum is due must pay interest on the sum at such rate as may be fixed by the terms of allotment of the share or, if no rate is fixed, at the appropriate rate, as defined by section 592, CA 2006, from the day appointed for its payment to the time of actual payment. The Board is at liberty to waive payment of such interest wholly or in part.

6.7	Any sum which by or pursuant to the terms of issue of a share becomes payable upon allotment or at any fixed date, whether on account of the amount of the share or by way of premium, will for all the purposes of these articles be deemed to be a call duly made and payable on the date on which, by or pursuant to the terms of issue, it becomes payable. In case of non payment, all the relevant provisions of these articles as to payment of interest, forfeiture or otherwise apply as if such sum had become payable by virtue of a call duly made and notified.

6.8	The Board may make arrangements on the issue of shares for a difference between the holders in the amount of calls to be paid and in the times of payment.

6.9	The Board may receive from any member willing to advance it all or any part of the money unpaid upon the shares held by him, beyond the sums actually called up on them, as a payment in advance of calls, and such payment in advance of calls will extinguish, so far as they extend, the liability upon the shares in respect of which it is advanced. The company may pay interest upon the money so received, or so much of it as from time to time exceeds the amount of the calls then made upon the shares in respect of which it has been received, at such rate as the member paying such sum and the Board agree. Any such payment in advance will not entitle the holder of the shares in question to participate in any dividend in respect of the amount advanced.

7.1	Any member may transfer any of his certificated shares by instrument of transfer in any usual form or in such other form as the Board approves. The instrument must be executed by or on behalf of the transferor and (except in the case of a share which is fully paid up) by or on behalf of the transferee but need not be under seal. The transferor is deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect of it. Transfers of shares in uncertificated form will be effected by means of the relevant system in accordance with the Statutes, these articles and any resolution of the Board taken in compliance with the relevant Listing Rules applicable to the company’s shares.

7.2	Subject to regulation 4, the Board may refuse to register a transfer or a certified share unless the instrument of transfer:

	7.2.1	is in respect of only one class of shares;

	7.2.2	is in favour of not more than four joint transferees;

	7.2.3	is duly stamped (if required);

	7.2.4	is in compliance with all applicable rules and regulations; and

	7.2.5	is lodged at the Office or such other place as the Board may decide accompanied by the certificate for the shares to which it relates (except in the case of a transfer by a recognised person to whom no certificate was issued) and such other evidence (if any) as the Board may reasonably require to prove the title of the transferor and the due execution by him of the transfer or, if the transfer is executed by some other person on his behalf, the authority of that person to do so.

7.3	The Board may in its absolute discretion and without giving any reasons, refuse to register any transfer of a certificated share which is not fully paid, but this discretion may not be exercised in such a way as to prevent dealings in the shares from taking place on an open and proper basis.

7.4	The Board may, in circumstances permitted by the Listing Rules, disapprove the transfer of a certificated share if the exercise of such power does not disturb the market in the shares.

7.5	The Board may refuse to register the transfer of an uncertificated share in any circumstances permitted by law if the exercise of such power does not disturb the market in the shares. Where the Listing Rules do not authorise the Board to refuse to register a transfer, than the Board shall have no such authority.

7.6	If the Board refuses to register a transfer of any share it must send to the transferee a notice of such refusal within whichever of the following periods is the shorter:

	7.6.1	the time required by the Listing Rules; and

	7.6.2	two months after the date on which the transfer was lodged with the company.

7.7	No fee will be charged for the registration of a transfer or other document relating to or affecting the title to any share or for making any entry in the Register affecting the title to any share.

7.8	Subject to regulation 4041, all instruments of transfer which are registered may be retained by the company but any instrument of transfer which the Board refuses to register will (except in the case of suspected fraud) be returned to the person depositing it when notice of the refusal is given.

8.1	If a member fails to pay any call or instalment of a call before or on the date appointed for its payment the Board may, at any time after that date, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued on it and all expenses incurred by the company by reason of such non payment.

8.2	The notice will name a further date, not earlier than 14 days from the date of its service, on or before which, and the place where, the payment required by the notice is to be made, and will state that, in the event of non payment on or before the date, and at the place appointed, the shares on which the call was made will be liable to be forfeited.

8.3	If the requirements of any such notice are not complied with, any share in respect of which it has been given may at any time before payment of all calls, interest and expenses due in respect of it has been made, be forfeited by a resolution of the Board. Such forfeiture will include all dividends which have been declared on the forfeited shares and not actually paid before the forfeiture.

8.4	When any share has been forfeited, notice of the forfeiture will be served upon the person who was before forfeiture the holder of it, but no forfeiture will be in any manner invalidated by any omission to give such notice. Subject to the provisions of the Statutes, any share so forfeited will become the property of the company, no voting rights may be exercised in respect of it and the Board may within three years of such forfeiture sell, re-allot, or otherwise dispose of it in such manner as they think fit, either to the person who was before the forfeiture its holder, or to any other person, and either with or without any past or accruing dividends, and in the case of re-allotment, with or without any money paid on it by the former holder being credited as paid up on it. Any share not so disposed of within a period of three years from the date of its forfeiture will be cancelled in accordance with the provisions of the Statutes.

8.5	The Board may at any time, before any share so forfeited has been cancelled or sold, re-allotted or otherwise disposed of, annul the forfeiture upon such conditions as they think fit.

8.6	A person whose shares have been forfeited ceases to be a member in respect of the forfeited shares and must, if the shares are certificated shares, surrender to the company the certificate for them. That person remains liable to pay to the company all money which at the date of forfeiture was payable by him to the company in respect of the shares and interest on them in accordance with regulation 6.6, and the Board may enforce payment without any allowance for the value of the shares at the time of forfeiture.

8.7	A statutory declaration by a Director or the Secretary that a share has been duly forfeited on a date stated in the declaration, is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. Such declaration and the receipt by the company of the consideration, if any, given for the share on its sale, re-allotment or disposal, together with the certificate, if any, for the share delivered to a purchaser or allottee of it, subject to the execution of a transfer if so required, constitutes a good title to the share. Where a forfeited share held in uncertificated form is to be transferred to any person, the Board may exercise any of the company’s powers to effect the transfer of the share to that person. The company may receive any consideration for the share on its disposal. The person to whom the share is sold, re-allotted or disposed of will be registered as its holder and will not be bound to see to the application of any consideration, nor will his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share.

8.8	The Board may accept the surrender of any share liable to be forfeited under these articles and in any such case any reference in these articles to forfeiture includes surrender.

9.1	If a member dies, the survivors or survivor (where the deceased was a joint holder) and the executors or administrators of the deceased (where he was a sole or only surviving holder) are the only persons recognised by the company as having any title to his interest in the shares. Nothing in this regulation will release the estate of a deceased joint holder from any liability in respect of any share jointly held by him.

9.2	Except as provided in these regulations, any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon producing such evidence as to his title as may be required by the Board and subject to any provisions contained within the Listing Rules, elect either to be registered himself as the holder of the share or to have some person nominated by him registered as its holder.

9.3	If the person becoming entitled by transmission to a certificated share elects to be registered himself, he must deliver or send to the company a notice in writing signed by him stating that he so elects. If he elects to have another person registered, and the share is a certificated share, he must signify his election by signing a transfer of the share in favour of that person. If the person elects to be registered or have another person registered, and the share is an uncertificated share, he must take any action as the Board may require including, without limitations, the execution of any document and the giving of any instruction by means of a relevant system to enable himself or that other person to be registered as the holder of the share. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares apply to any such notice or transfer as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by such member.

10.1	Where the company serves a Section 793 Notice on a member, or another person whom the company knows or has reasonable cause to believe to be interested in shares held by that member, and the member or other person fails in relation to any such shares including any shares issued to such member after the date of the Section 793 Notice in respect of those shares (“Default Shares”) to give the company the information required within 14 days following the date of service of the Section 793 Notice, the Board may serve a Disenfranchisement Notice on the holder of such Default Shares.

10.2	Upon service of a Disenfranchisement Notice on a holder the sanctions set out in regulations 10.3 and 10.4 apply, unless the Board otherwise determines.

10.3	The Member is not entitled in respect of the Default Shares to be present or to vote (either in person or by proxy) at a general meeting or at a separate meeting of the holders of a class of shares or on a poll or to exercise other rights conferred by membership in relation to the meeting or poll.

10.4	Where the Default Shares represent at least 0.25 per cent. in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares):