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(4)
THE COMPANIES ACT 2016
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
BNP PARIBAS MALAYSIA BERHAD
_________________________________
1. DEFINITION
Words Meanings
(a) In these Articles the words standing in the first column of the Table next hereinafter
contained shall bear the meanings set opposite to them respectively in the second
column thereof, if not inconsistent with the subject or context.
“Act” means the Companies Act 2016 or any further statutory
re-enactment or modification thereof for the time being in
force; and any reference to any section or provision of the
Act shall be deemed to include a reference to any
statutory re-enactment or modification thereof for the time
being in force
“the Financial Services Act” means the Financial Services Act 2013 or any statutory
notification, amendment or re-enactment thereof for the
time being in force concerning banking and affecting the
Company
“Special Resolution” has meaning assigned thereto by the Act
“The Directors” means the Directors for the time being
“The Board of Directors” means the board of Directors of the Company for the time
being
“The Management” means the senior executive management of the
Company for the time being
“The Office” means the registered office for the time being of the
company
“The Register” means the register of members to be kept pursuant to the
Act
“Month” means calendar month
“Secretary” shall include any person appointed to perform the duties
of Secretary of the Company
“In writing” and “written” include printing, lithography, photography and other
modes of representing or reproducing words in a visible
form
(5)
Words importing the singular number only include the plural number and vice versa.
2. Notwithstanding the registered office of the Company is in Malaysia, the Company may
have an office for the transaction of business at any other place and meetings of the
Company or of the Directors may be held either within or outside Malaysia at such place as
the Directors may determine save as is otherwise provided by the Act.
3. The business of the Company may be commenced, as soon as after the incorporation of
the Company as the Directors shall think fit, and notwithstanding that part only of the shares
may have been allotted.
REGISTERED OFFICE
4. The Office shall be at such place as the Directors shall from time to time decide.
SHARE CAPITAL
5. (a) The shares of the Company have no par value. The shares in the Company may be
divided into several classes, and there may be attached thereto respectively any
preferential, deferred or other special rights, privileges, conditions or restrictions as to
the dividends, capital, voting or otherwise.
(b) Without prejudice to any special rights previously conferred on the holders of any
existing shares or class of shares but subject to the Act, shares in the Company may
be issued by the Directors and any such share may be issued with such preferred,
deferred, or other special rights or such restrictions, whether in regard to dividend,
voting, return of capital, or otherwise, as the Directors, subject to any ordinary
resolution of the Company, determine.
(c) Subject to the Act, any preference shares may, with the sanction of an ordinary
resolution, be issued on the terms that they are, or at the option of the Company are
liable, to be redeemed.
6. If at any time the share capital is divided into different classes of shares, the rights attached
to any class (unless otherwise provided by the terms of issue of the shares of that class)
may whether or not the Company is being wound up, be varied with the consent in writing
of the holders of three-fourths of the issued shares of that class, or with the sanction of a
special resolution passed at a separate general meeting of the holders of the shares of the
class. To every such separate general meeting the provisions of these regulations relating
to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall
be two persons at least holding or representing by proxy one-third of the issued shares of
the class and that any holder of shares of the class present in person or by proxy may
demand a poll. To every such special resolution Section 292 of the Act shall with such
adaptations as are necessary apply.
7. The rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall, unless otherwise expressly provided by the terms of issue of the shares
of that class, be deemed to be varied by the creation or issue of further shares ranking
equally therewith.
8. If any shares of the Company are issued for the purpose of raising money to defray the
expenses of the construction of any works or buildings, or the provision of any plant which
cannot be made profitable for a lengthened period, the Company may, subject to the
conditions and restrictions mentioned in Section 130 of the Act, pay at its discretion any
reward on so much of such share capital as is for the time being paid up and may charge
the same to capital as part of the cost of construction of the works, buildings or plant.
(6)
9. No person shall be recognised by the Company as holding any share upon any trust, and
the Company shall not be bound by or recognise any equitable, contingent, future or partial
interest in any share, or any interest in any fractional part of a share, or (except only as by
these presents otherwise provided or as by the Act required or under an order of Court) any
other rights in respect of any share, except an absolute right to the entirety thereof in the
registered holder or in the case of a share warrant, in the bearer of a warrant for the time
being.
CERTIFICATES
10. Every person whose name is entered as a member in the Register shall be entitled without
payment to receive within one month after allotment or lodgement of transfer one certificate
for all his shares, or upon payment of such sum not exceeding RM1.00 for every certificate
after the first as the Directors shall from time to time determine, to several certificates, each
for one or more of his shares. Every certificate whether for shares, stock or debentures, or
representing any other form of security (other than letters of allotment or scrip certificates),
shall be issued under the seal, and bear the signature of one or more Directors, and shall
specify the shares or securities to which it relates, and the amount paid up thereon.
Provided that in the case of a share held jointly by several persons the Company shall not
be bound to issue more than one certificate thereof and delivery of a certificate for a share
to one of several joint holders shall be sufficient delivery to all.
11. If a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee,
not exceeding RM50.00 and on such terms as to evidence and indemnity as the Directors
think fit.
LIEN
12. The Company shall have a first and paramount lien and charge on every share (not being a
fully paid share) for all money (whether presently payable or not) called or payable at a
fixed time in respect of that share, and the Company shall also have a first and paramount
lien and charge on all shares (other than fully paid shares) registered in the name of a
member (whether sole or jointly with others) for all debts and liabilities of such member or
his estate to the Company and that whether the same shall have been incurred before or
after notice to the Company of any equitable or other interest in any person other than such
member, and whether the period for the payment or discharge of the same shall have
actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such
member or his estate or any other person, whether a member of the Company or not. The
Company's lien, if any, on a share shall extend to all dividends payable thereon. The
Directors may r
esolve that any share shall for some specified period be exempt from the
provisions of this clause, and unless otherwise agreed the registration of any shares shall
operate as a waiver of the Company's lien (if any) thereon. Fully paid shares shall be free
from all lien.
13. The Company may sell, in such manner as the Directors think fit, any shares on which the
Company has a lien, but no sale shall be made unless a sum in respect of which the lien
exists is presently payable, nor until the expiration of fourteen days after a notice in writing,
stating and demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder for the time being of
the share, or the person entitled thereto by reason of his death or bankruptcy.
(7)
14. The net proceeds of such sale after payment of the costs of such sale shall be applied in or
towards payment or satisfaction of the debt or liability in respect where of the lien exists, so
far as the same is presently payable, and any residue, shall (subject to a like lien for debts
or liabilities not presently payable as existed upon the shares prior to the sale) be paid to
the person entitled to the shares at the time of the sale. The purchaser shall be registered
as the holder of the shares and he shall not be bound to see to the application of the
purchase money, nor shall his title to the shares be affected by any irregularity or invalidity.
In the proceedings in reference to the sale, the remedy of any person aggrieved by the sale
shall be in damages only and against the Company exclusively. Every Director of the
Company is hereby authorised to execute on behalf of the registered holder a transfer of
such shares to the purchaser.
CALLS ON SHARES
15. The Directors may from time to time make calls upon the members in respect of any
money (whether on account of the amount of the shares or by way of premium) unpaid on
their shares, provided that (except as otherwise fixed by the conditions of application of
allotment) no call on any share shall exceed one-fourth of the nominal amount of the share
or be payable at less than two months from the last call, and each member shall (subject to
receiving at least fourteen 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.
16. A call shall be deemed to have been made at the time when the resolution of the Directors
authorizing the call was passed and may be required to be paid by instalments.
17. The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.
18. If a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay all expenses in connection with the
payment thereof duly incurred by the Company from the day appointed for payment
non-
thereof to the time of actual payment, but the Directors shall be at liberty to waive payment
of such compensation wholly or in part or to substitute the same with any other punitive or
warning arrangement.
19. A call may by resolution of the Directors be revoked at any time before the day fixed for
payment. Notice of such revocation shall forthwith be given to the members or persons on
whom the call was made.
20. Any sum which by the terms of issue of a share becomes payable on allotment or at any
fixed date, whether on account of the amount of the share or by way of premium, shall for
all the purposes of these presents be deemed to be a call duly made and payable on the
date on which by the terms of issue the same becomes payable, and in case of non-
payment all the relevant provisions of these presents as to payment of expenses, forfeiture,
or otherwise shall apply as if the sum had become payable by virtue of a call duly made and
notified.
21. The Directors may make arrangements, on the issue of shares, for a difference between
the holders as to the amount of calls to be paid, and in the times of payment.
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