Page 34 - Kavka Proposal Web

Part Six
Additional
Information

1. Incorporation (ii) Dividends
(a) The Company was incorporated and registered in England Subject to the provisions of the Companies Act and of the
and Wales on 15 September 2015 under the Companies Act Articles and any special rights attaching to any shares, the
as a private company limited by shares with the registered Company may, from time to time, by ordinary resolution
number 09777338. declare dividends, provided that no such dividends shall
exceed the amount recommended by the Directors. All
(b) The Company’s principal place of business is 74 Blackfriars dividends shall be apportioned and
Rd, London SE1 8HA.
paid to Shareholders in accordance with the provisions of
(c)
the Articles of Association of the Company as summarised
(d) The principal legislation under which the Company operates below. Interim dividends may be paid in accordance with
is the Companies Act and regulations made under the the Companies Act and the Articles. No dividends in respect
Companies Act. of a share shall bear interest. All dividends unclaimed for a
period of twelve years after having been declared shall be
(e) The liability of the Shareholders of the Company is limited. forfeited and shall belong to the Company.
2. Share Capital of the Company (iii) Return of Capital on Liquidation
(a) The issued share capital of the Company at the date of this On winding up of the Company, the holders of Ordinary
Document is 1 Ordinary Share of £1. Shares of the Company shall be entitled to 100% of all assets
available for distribution.
(b) The Company has no security in issue not representing share
capital and there are no outstanding convertible securities (iv) Proceeds of Sale
issued by the Company.
The holders of Ordinary Shares shall, upon a sale of the
3. Articles of Association entire issued share capital of the Company, be entitled to
100% of all proceeds of sale.
Before investing the investors are strongly advised to review the
full Articles of Association and to take professional and legal (b) Transfer of Ordinary Shares
advice as to the effect of the Articles of Association. Please note (i) All transfers of Ordinary Shares shall be subject to the
that the Directors do not intend to pay any dividends in thefirst provisions of the Articles of Association of the Company
three yearsof trading. including the pre-emption round procedures detailed therein.
The Articles (copies of which are available for inspection at the (ii) All transfers of Ordinary Shares shall be effected by an
Company’s principal place of business) were adopted on 14 instrument in writing in the usual form or such other form
September 2016 and include, amongst other things, provisions approved by the Directors.
to the following effect:
(c) Alteration of Capital
(a) Rights attaching to the Ordinary Shares in the Company
(i) The Company may, by ordinary resolution, increase its share
(i) Voting capital, consolidate and divide all or any of its shares of a
Subject to any special rights as to voting, every member larger amount, sub-divide all or any of its shares into shares
present in person or by proxy at a general meeting has upon of a smaller amount and cancel any shares not taken up or
a show of hands one vote, and every member present in agreed to be taken up.
person or by proxy has upon a poll one vote for every share
held by that member.
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