PART XIICOMPANY ADMINISTRATION AND PROCEDURE

CHAPTER IIIANNUAL RETURN

Contents of annual return: general372 F2

1

Every annual return shall state the date to which it is made up and shall contain the following information—

a

the address of the company's registered office;

b

the type of company it is and its principal business activities;

c

the name and address of the company secretary;

d

the name and address of every director of the company;

e

in the case of each individual director—

i

his nationality, date of birth and business occupation, and

ii

such particulars of other directorships and former names as are required to be contained in the company's register of directors;

f

in the case of any corporate director, such particulars of other directorships as would be required to be contained in that register in the case of an individual;

g

if the register of members is not kept at the company's registered office, the address of the place where it is kept;

h

if any register of debenture holders (or a duplicate of any such register or a part of it) is not kept at the company's registered office, the address of the place where it is kept;

i

if the company has elected—

i

to dispense under Article 260 with the laying of accounts and reports before the company in general meeting, or

ii

to dispense under Article 374A with the holding of annual general meetings,

a statement to that effect.

2

The information as to the company's type shall be given by reference to the classification scheme prescribed for the purposes of this Article.

3

The information as to the company's principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities.

4

A person's “name” and “address” mean, respectively—

a

in the case of an individual, his Christian name (or other forename) and surname and his usual residential address;

b

in the case of a corporation or Scottish firm, its corporate or firm name and its registered or principal office.

5

In the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them.

6

Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated instead of the names and addresses of the partners.