AMENDED AND RESTATED BYE-LAWS
OF
Esprit Holdings Limited
(Adopted pursuant to an annual general meeting
held on 29 June 2022)
I N D E X | |
SUBJECT | Bye-LawNo. |
Interpretation | 1-2 |
Share Capital | 3 |
Alteration Of Capital | 4-7 |
Share Rights | 8-9 |
Variation Of Rights | 10-11 |
Shares | 12-15 |
Share Certificates | 16-21 |
Lien | 22-24 |
Calls On Shares | 25-33 |
Forfeiture Of Shares | 34-42 |
Register Of Members | 43-44 |
Record Dates | 45 |
Transfer Of Shares | 46-51 |
Transmission Of Shares | 52-54 |
Untraceable Members | 55 |
General Meetings | 56-58 |
Notice Of General Meetings | 59-60 |
Proceedings At General Meetings | 61-65 |
Voting | 66-74 |
Proxies | 75-80 |
Corporations Acting By Representatives | 81 |
Written Resolutions Of Members | 82 |
Board Of Directors | 83 |
Retirement Of Directors | 84-85 |
Disqualification Of Directors | 86 |
Executive Directors | 87-88 |
Alternate Directors | 89-92 |
Directors' Fees And Expenses | 93-96 |
Directors' Interests | 97-100 |
General Powers Of The Directors | 101-106 |
Borrowing Powers | 107-110 |
Proceedings Of The Directors | 111-120 |
Managers | 121-123 |
Officers | 124-127 |
Register of Directors and Officers | 128 |
Minutes | 129 |
Seal | 130 |
Authentication Of Documents | 131 |
Destruction Of Documents | 132 |
I N D E X(continued) | |
SUBJECT | Bye-LawNo. |
Dividends And Other Payments | 133-142 |
Reserves | 143 |
Capitalisation | 144-145 |
Subscription Rights Reserve | 146 |
Accounting Records | 147-151 |
Audit | 152-157 |
Notices | 158-160 |
Signatures | 161 |
Winding Up | 162-163 |
Indemnity | 164 |
Alteration Of Bye-laws And Amendment To | |
Memorandum of Association And Name of Company | 165 |
Information | 166 |
INTERPRETATION
1. In these Bye-laws, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.
WORD | MEANING |
"Act" | the Companies Act 1981 of Bermuda. |
"Auditor" | the auditor of the Company for the time being and may |
include any individual or partnership. | |
"Bye-laws" | these Bye-laws in their present form or as supplemented |
or amended or substituted from time to time. | |
"Board" or "Directors" | the board of directors of the Company or the directors |
present at a meeting of directors of the Company at | |
which a quorum is present. | |
"capital" | the share capital of the Company from time to time. |
"clear days" | in relation to the period of notice that period excluding |
the day when the notice is given or deemed to be given | |
and the day for which it is given or on which it is to take | |
effect. | |
"clearing house" | a clearing house recognised by the laws of the |
jurisdiction in which the shares of the Company are | |
listed or quoted on a stock exchange in such jurisdiction. | |
"close associate" | in relation to any Director, shall have the same meaning |
as defined in the rules of the Designated Stock Exchange | |
("Listing Rules") as modified from time to time, except | |
that for purposes of Bye-law 100 where the transaction | |
or arrangement to be approved by the Board is a | |
connected transaction referred to in the Listing Rules, it | |
shall have the same meaning as that ascribed to | |
"associate" in the Listing Rules. | |
"Company" | Esprit Holdings Limited. |
"competent regulatory | a competent regulatory authority in the territory where |
authority" | the shares of the Company are listed or quoted on a |
stock exchange in such territory. |
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"debenture" and | include debenture stock and debenture stockholder |
"debenture holder" | respectively. |
"Designated Stock | a stock exchange which is an appointed stock exchange |
Exchange" | for the purposes of the Act in respect of which the shares |
of the Company are listed or quoted and where such | |
appointed stock exchange deems such listing or | |
quotation to be the primary listing or quotation of the | |
shares of the Company. | |
"head office" | such office of the Company as the Directors may from |
time to time determine to be the principal office of the | |
Company. | |
"Member" | a duly registered holder from time to time of the shares |
in the capital of the Company. | |
"month" | a calendar month. |
"Notice" | written notice unless otherwise specifically stated and as |
further defined in these Bye-laws. | |
"Office" | the registered office of the Company for the time being. |
"paid up" | paid up or credited as paid up. |
"Register" | the principal register and where applicable, any branch |
register of Members to be kept pursuant to the | |
provisions of the Act. | |
"Registration Office" | in respect of any class of share capital such place as the |
Board may from time to time determine to keep a branch | |
register of Members in respect of that class of share | |
capital and where (except in cases where the Board | |
otherwise directs) the transfers or other documents of | |
title for such class of share capital are to be lodged for | |
registration and are to be registered. | |
"Seal" | common seal or any one or more duplicate seals of the |
Company (including a securities seal) for use in | |
Bermuda or in any place outside Bermuda. | |
"Secretary" | any person firm or corporation appointed by the Board |
to perform any of the duties of secretary of the Company | |
and includes any assistant, deputy, temporary or acting | |
secretary. |
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Esprit Holdings Limited published this content on 29 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2022 12:07:04 UTC.