Vertical Aerospace .(EVTL)2024-09-30 20:01Share Capital and Structure - The authorized share capital of Vertical Aerospace Ltd. is US0.001[6]. - The company has the power to register as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands[6]. - The liability of each member is limited to the amount unpaid on their shares[6]. - The company may issue rights, options, warrants, or convertible securities as determined by the Directors[19]. - Ordinary shares are entitled to dividends and one vote per share at general meetings[4]. - Preferred shares may be issued in one or more series with specific voting powers and rights as determined by the Directors[5]. - The Company has established a dividend rate for its Preferred Shares, with specific payment dates and cumulative dividend provisions[8]. - Preferred Shares may be convertible or exchangeable into other classes of Shares, with defined conversion prices and adjustments[8]. - In the event of winding up, the Company will distribute assets among holders of Preferred Shares rateably based on their preferential amounts[8]. - The Company may redeem or purchase its own Shares, including Treasury Shares, without further Member approval[10]. - The company may increase its share capital by an amount determined by an Ordinary Resolution[18.1]. - The company can consolidate and divide its share capital into larger shares, with Directors having discretion over any resulting fractions[18.2(a)]. - The company may subdivide existing shares into smaller amounts while maintaining the same proportion of paid and unpaid amounts[18.2(b)]. - The company can cancel any shares that have not been taken or agreed to be taken, thereby reducing its share capital[18.4(d)]. Meetings and Voting - The company must hold an annual general meeting each fiscal year, specifying the meeting in the notices[20.2]. - Extraordinary general meetings can be called by a majority of Directors or by Members holding over 10% of the Ordinary Shares[20.3]. - A requisition for an extraordinary general meeting must state the general nature of the business to be dealt with[20.3(a)]. - The Board can refuse to call an extraordinary general meeting if the proposed resolution is contrary to Applicable Law[20.4]. - A person may participate in a general meeting via conference telephone or other communication equipment[20.6]. - Business must be properly brought before a general meeting according to specified procedures outlined in the Articles[21.1]. - No business shall be conducted at the annual general meeting that is not properly brought before the meeting[52]. - The presiding officer has the authority to determine if business was not properly brought before the meeting[52]. - No business shall be transacted at any general meeting unless a quorum of Members holding a simple majority of voting share capital is present[62]. - Members may participate in a general meeting via conference telephone or other communication equipment, treated as presence in person[62]. - The chairman of the Board presides over every general meeting, and if absent, the Directors present shall elect a chairman[64]. - A resolution put to the vote at a general meeting shall be decided on a poll, with results deemed the resolution of the meeting[64]. - Every Member present in person or by proxy has one vote for each share registered in their name[66]. - Shares beneficially owned by the Company shall not be voted at any meeting and shall not count towards the total number of outstanding shares[68]. - A proxy may be appointed in writing and must be received not less than 48 hours before the meeting[66]. Board of Directors - The Board shall consist of up to seven Directors, including the required number of independent directors as per listing rules[68]. - Directors may receive remuneration and be reimbursed for reasonable expenses incurred while performing their duties[31]. - The business of the Company shall be managed by the Board, which may delegate powers to committees[32]. - The Audit Committee must comprise only Independent Directors, ensuring compliance with regulatory requirements[32]. - Directors may establish advisory committees and appoint members, with the ability to delegate powers as deemed fit[32]. - A Director's office may be vacated under specific conditions, including bankruptcy or absence from meetings[33]. - Directors may meet at designated locations, with meetings requiring a 24-hour notice unless waived[34]. - Directors must declare any interest in contracts with the Company at meetings, and a general notice suffices for future contracts[34]. - The Directors may participate in meetings via telephone or similar communication equipment, which is deemed as presence in person[34]. - A majority of the authorized number of Directors constitutes a quorum for meetings, with a sole Director requiring only one for quorum[34]. Nominations and Elections - Members must own more than 10.0% of the Ordinary Shares to nominate a candidate for election to the Board[51]. - Nominations must be submitted in writing and in proper form to the Secretary of the Company, including required information and agreements[52]. - A Member's notification for nominations must be updated to ensure accuracy as of the record date for Members entitled to vote[53]. - Candidates for election as directors must complete a written questionnaire regarding their background, qualifications, and share ownership[56]. - The Board may require additional information from proposed candidates to determine their eligibility as independent directors[56]. - The Company must comply with all applicable requirements of the Exchange Act regarding nominations[53]. - The Company must send out notice for an extraordinary general meeting within seven days of receiving a valid requisition from Members[57]. - A candidate for nomination as a director must update and supplement their materials to ensure accuracy as of the record date[57]. - SF may propose up to four individuals to sit on the Board if it owns greater than 50% of the Company's Ordinary Shares[30]. - SF has the right to propose individuals to fill vacancies resulting from the removal of Appointed Directors[30]. - The Nominating and Corporate Governance Committee must recommend candidates proposed by SF for election[30]. - Directors may adopt and amend corporate governance policies as determined by resolution[30]. Financial Management and Reporting - Dividends may be declared and paid from profits or the share premium account, with unclaimed dividends reverting to the Company after six years[36]. - The Company may set aside funds as reserves before declaring dividends, which can be used for contingencies or equalizing dividends[36]. - The books of account must be kept in a manner determined by the Directors and are open for inspection by Directors[37]. - Auditors have the right to access the Company's books and accounts at all times and must report on the accounts at the next annual general meeting[38]. - The Company must maintain a register of Directors and Officers, including their names and addresses, and notify the Registrar of any changes[41]. - The Company may capitalize any sum from its reserve accounts or profit and loss account for distribution among Members[94]. - The financial year of the Company ends on December 31 each year unless otherwise prescribed by the Directors[102]. Corporate Governance and Indemnification - The Company may indemnify directors and officers against liabilities incurred in their capacity as such, to the fullest extent permitted by law[45]. - The Company has the power to release or disclose information regarding its affairs to Members, including information in the Register of Members[44]. - Notices to Members can be served via email, post, or electronic means, provided prior consent is obtained[43]. - The Directors may authorize any person to enter into agreements on behalf of Members for capitalizations and related matters[94]. - The Company renounces any interest in corporate opportunities for Directors not employed by the Company or its subsidiaries[112]. - Directors not employed by the Company have no duty to communicate corporate opportunities to the Company[112]. - Corporate opportunities are not deemed to belong to the Company if it is financially or legally unable to undertake them[112]. - The Company waives any claims related to activities concerning renounced corporate opportunities[112]. - The provisions regarding corporate opportunities apply to both past and future activities[112]. Mergers and Changes - The Company can merge or consolidate with other companies upon approval of a Special Resolution[109]. - Any changes to the Company's name or alterations to the Articles require a Special Resolution[110].