Part 4 – Administrative Arrangements

11. Means of communication to be used

11.1 Subject to the Articles, anything sent or supplied by or to ALPSP under the Articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to ALPSP.

11. 2 Subject to the Articles, any notice or document to be sent or supplied to a Director in connection with the taking of decisions by Directors may also be sent or supplied by the means by which that Director has asked to be sent or supplied with such notices or documents for the time being.

11.3 A Director may agree with ALPSP that notices or documents sent to that Director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

12. No right to inspect accounts and other records

Except as provided by law or authorised by the Directors or an ordinary resolution of ALPSP, no person is entitled to inspect any of ALPSP‘s accounting or other records or documents merely by virtue of being a member.

13. Provision for employees on cessation of business

The Directors may decide to make provision for the benefit of persons employed or formerly employed by ALPSP or any of its subsidiaries (other than a Director or former Director or shadow Director, except the CEO) in connection with the cessation or transfer to any person of the whole or part of the undertaking of ALPSP or that subsidiary.

14. Directors’ Indemnity

14.1 Subject to Article 14.2, a relevant Director of ALPSP or an associated company may be indemnified out of ALPSP’s assets against:

14.1.1 any liability incurred by that Director in connection with any negligence, default, breach of duty or breach of trust in relation to ALPSP or an associated company;

14.1.2 any liability incurred by that Director in connection with the activities of ALPSP or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006); and

14.1.3 any other liability incurred by that Director as an officer of ALPSP or an associated company.

14.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

14.3 In this Article:

14.3.1 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and

14.3.2 a “relevant Director” means any Director or former Director of ALPSP or an associated company.

14.4 Directors’ insurance

14.5 The Directors may decide to purchase and maintain insurance, at the expense of ALPSP, for the benefit of any relevant Director in respect of any relevant loss.

14.6 In this Article:

14.6.1 a “relevant Director” means any Director or former Director of ALPSP or an associated company;

14.6.2 a “relevant loss” means any loss or liability which has been or may be incurred by a relevant Director in connection with that Director’s duties or powers in relation to ALPSP, any associated company or any pension fund or employees’ share scheme of ALPSP or associated company; and

14.6.3 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

15. Dissolution

15.1 The members (or failing resolution by the members, the Board of Directors) may at any time before, and in expectation of, its dissolution resolve that any net assets of ALPSP after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of ALPSP be given or transferred to:

15.1.1 some other society, institution or organisation having objects similar to those of ALPSP and which shall prohibit the distribution of its income and property among its or their members to an extent at least as great as imposed on ALPSP by these Articles; or

15.1.2 if they cannot be given or transferred in accordance with Article 15.1, some charitable object.